PROCTER & GAMBLE Co 10-Q

Item 1. Financial Statements THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS Three Months Ended March 31 Nine Months Ended March 31 Amounts in millions except per share amounts 2024 2023 2024 2023 NET SALES $ 20,195 $ 20,068 $ 63,507 $ 61,453 Cost of products sold 9,855 10,404 30,500 32,147 Selling, general and administrative expense 5,880 5,416 17,006 15,334 Indefinite-lived intangible asset impairment charge — — 1,341 — OPERATING INCOME 4,460 4,248 14,660 13,972 Interest expense ( 233 ) ( 222 ) ( 705 ) ( 516 ) Interest income 104 83 366 191 Other non-operating income, net 260 179 570 473 EARNINGS BEFORE INCOME TAXES 4,592 4,288 14,891 14,120 Income taxes 812 864 3,061 2,774 NET EARNINGS 3,781 3,424 11,830 11,346 Less: Net earnings attributable to noncontrolling interests 27 27 88 77 NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE $ 3,754 $ 3,397 $ 11,742 $ 11,269 NET EARNINGS PER COMMON SHARE (1) Basic $ 1.56 $ 1.41 $ 4.89 $ 4.67 Diluted $ 1.52 $ 1.37 $ 4.75 $ 4.53 (1) Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter & Gamble. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended March 31 Nine Months Ended March 31 Amounts in millions 2024 2023 2024 2023 NET EARNINGS $ 3,781 $ 3,424 $ 11,830 $ 11,346 OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX Foreign currency translation ( 211 ) 259 ( 128 ) ( 74 ) Unrealized gains/(losses) on investment securities — 1 ( 2 ) ( 2 ) Unrealized gains/(losses) on defined benefit postretirement plans 7 ( 19 ) ( 23 ) ( 8 ) TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX ( 204 ) 241 ( 153 ) ( 84 ) TOTAL COMPREHENSIVE INCOME 3,577 3,665 11,677 11,262 Less: Total comprehensive income attributable to noncontrolling interests 26 28 85 70 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE $ 3,551 $ 3,637 $ 11,592 $ 11,192 See accompanying Notes to Consolidated Financial Statements. 2 The Procter & Gamble Company THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Amounts in millions March 31, 2024 June 30, 2023 Assets CURRENT ASSETS Cash and cash equivalents $ 6,828 $ 8,246 Accounts receivable 6,124 5,471 INVENTORIES Materials and supplies 1,676 1,863 Work in process 971 956 Finished goods 4,431 4,254 Total inventories 7,077 7,073 Prepaid expenses and other current assets 2,428 1,858 TOTAL CURRENT ASSETS 22,458 22,648 PROPERTY, PLANT AND EQUIPMENT, NET 22,027 21,909 GOODWILL 40,567 40,659 TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET 22,193 23,783 OTHER NONCURRENT ASSETS 12,353 11,830 TOTAL ASSETS $ 119,598 $ 120,829 Liabilities and Shareholders' Equity CURRENT LIABILITIES Accounts payable $ 13,691 $ 14,598 Accrued and other liabilities 10,921 10,929 Debt due within one year 7,729 10,229 TOTAL CURRENT LIABILITIES 32,340 35,756 LONG-TERM DEBT 24,253 24,378 DEFERRED INCOME TAXES 6,284 6,478 OTHER NONCURRENT LIABILITIES 6,386 7,152 TOTAL LIABILITIES 69,264 73,764 SHAREHOLDERS’ EQUITY Preferred stock 801 819 Common stock – shares issued – March 2024 4,009.2 June 2023 4,009.2 4,009 4,009 Additional paid-in capital 67,395 66,556 Reserve for ESOP debt retirement ( 737 ) ( 821 ) Accumulated other comprehensive loss ( 12,370 ) ( 12,220 ) Treasury stock ( 132,172 ) ( 129,736 ) Retained earnings 123,132 118,170 Noncontrolling interest 275 288 TOTAL SHAREHOLDERS’ EQUITY 50,333 47,065 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 119,598 $ 120,829 See accompanying Notes to Consolidated Financial Statements. The Procter & Gamble Company 3 THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Three Months Ended March 31, 2024 Dollars in millions; shares in thousands Common Stock Preferred Stock Additional Paid-In Capital Reserve for ESOP Debt Retirement Accumulated Other Comprehensive Income/(Loss) Treasury Stock Retained Earnings Noncontrolling Interest Total Shareholders' Equity Shares Amount BALANCE DECEMBER 31, 2023 2,353,021 $ 4,009 $ 809 $ 66,935 ($ 782 ) ($ 12,167 ) ($ 131,887 ) $ 121,617 $ 294 $ 48,829 Net earnings 3,754 27 3,781 Other comprehensive income/(loss) ( 203 ) ( 1 ) ( 204 ) Dividends and dividend equivalents ($ 0.9407 per share): Common ( 2,221 ) ( 2,221 ) Preferred ( 69 ) ( 69 ) Treasury stock purchases ( 6,046 ) ( 977 ) ( 977 ) Employee stock plans 12,201 459 685 1,144 Preferred stock conversions 959 ( 8 ) 1 7 — ESOP debt impacts 45 51 97 Noncontrolling interest, net — ( 46 ) ( 46 ) BALANCE MARCH 31, 2024 2,360,135 $ 4,009 $ 801 $ 67,395 ($ 737 ) ($ 12,370 ) ($ 132,172 ) $ 123,132 $ 275 $ 50,333 Nine Months Ended March 31, 2024 Dollars in millions; shares in thousands Common Stock Preferred Stock Additional Paid-In Capital Reserve for ESOP Debt Retirement Accumulated Other Comprehensive Income/(Loss) Treasury Stock Retained Earnings Noncontrolling Interest Total Shareholders' Equity Shares Amount BALANCE JUNE 30, 2023 2,362,120 $ 4,009 $ 819 $ 66,556 ($ 821 ) ($ 12,220 ) ($ 129,736 ) $ 118,170 $ 288 $ 47,065 Net earnings 11,742 88 11,830 Other comprehensive income/(loss) ( 150 ) ( 3 ) ( 153 ) Dividends and dividend equivalents ($ 2.8221 per share): Common ( 6,671 ) ( 6,671 ) Preferred ( 209 ) ( 209 ) Treasury stock purchases ( 22,768 ) ( 3,493 ) ( 3,493 ) Employee stock plans 18,552 836 1,041 1,878 Preferred stock conversions 2,232 ( 18 ) 3 15 — ESOP debt impacts 85 99 184 Noncontrolling interest, net — ( 98 ) ( 98 ) BALANCE MARCH 31, 2024 2,360,135 $ 4,009 $ 801 $ 67,395 ($ 737 ) ($ 12,370 ) ($ 132,172 ) $ 123,132 $ 275 $ 50,333 See accompanying Notes to Consolidated Financial Statements. 4 The Procter & Gamble Company Three Months Ended March 31, 2023 Dollars in millions; shares in thousands Common Stock Preferred Stock Additional Paid-In Capital Reserve for ESOP Debt Retirement Accumulated Other Comprehensive Income/(Loss) Treasury Stock Retained Earnings Noncontrolling Interest Total Shareholders' Equity Shares Amount BALANCE DECEMBER 31, 2022 2,359,144 $ 4,009 $ 831 $ 66,145 ($ 870 ) ($ 12,506 ) ($ 129,012 ) $ 115,858 $ 270 $ 44,725 Net earnings 3,397 27 3,424 Other comprehensive income/(loss) 240 1 241 Dividends and dividend equivalents ($ 0.9133 per share): Common ( 2,160 ) ( 2,160 ) Preferred ( 69 ) ( 69 ) Treasury stock purchases ( 9,406 ) ( 1,351 ) ( 1,351 ) Employee stock plans 6,290 170 353 523 Preferred stock conversions 941 ( 9 ) 1 8 — ESOP debt impacts 49 56 105 Noncontrolling interest, net — ( 17 ) ( 17 ) BALANCE MARCH 31, 2023 2,356,969 $ 4,009 $ 822 $ 66,316 ($ 821 ) ($ 12,266 ) ($ 130,002 ) $ 117,082 $ 281 $ 45,421 Nine Months Ended March 31, 2023 Dollars in millions; shares in thousands Common Stock Preferred Stock Additional Paid-In Capital Reserve for ESOP Debt Retirement Accumulated Other Comprehensive Income/(Loss) Treasury Stock Retained Earnings Noncontrolling Interest Total Shareholders' Equity Shares Amount BALANCE JUNE 30, 2022 2,393,877 $ 4,009 $ 843 $ 65,795 ($ 916 ) ($ 12,189 ) ($ 123,382 ) $ 112,429 $ 265 $ 46,854 Net earnings 11,269 77 11,346 Other comprehensive income/(loss) ( 77 ) ( 7 ) ( 84 ) Dividends and dividend equivalents ($ 2.7399 per share): Common ( 6,517 ) ( 6,517 ) Preferred ( 210 ) ( 210 ) Treasury stock purchases ( 52,021 ) ( 7,353 ) ( 7,353 ) Employee stock plans 12,742 518 715 1,233 Preferred stock conversions 2,371 ( 21 ) 3 18 — ESOP debt impacts 95 111 206 Noncontrolling interest, net — ( 54 ) ( 54 ) BALANCE MARCH 31, 2023 2,356,969 $ 4,009 $ 822 $ 66,316 ($ 821 ) ($ 12,266 ) ($ 130,002 ) $ 117,082 $ 281 $ 45,421 See accompanying Notes to Consolidated Financial Statements. The Procter & Gamble Company 5 THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended March 31 Amounts in millions 2024 2023 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD $ 8,246 $ 7,214 OPERATING ACTIVITIES Net earnings 11,830 11,346 Depreciation and amortization 2,135 2,008 Share-based compensation expense 433 406 Deferred income taxes ( 206 ) ( 360 ) Gain on sale of assets ( 51 ) ( 4 ) Indefinite-lived intangible asset impairment charge 1,341 — Changes in: Accounts receivable ( 692 ) ( 301 ) Inventories ( 47 ) ( 503 ) Accounts payable and accrued and other liabilities 56 ( 609 ) Other operating assets and liabilities ( 1,196 ) ( 839 ) Other 490 363 TOTAL OPERATING ACTIVITIES 14,092 11,507 INVESTING ACTIVITIES Capital expenditures ( 2,539 ) ( 2,328 ) Proceeds from asset sales 77 9 Acquisitions, net of cash acquired ( 21 ) ( 714 ) Other investing activity ( 503 ) 331 TOTAL INVESTING ACTIVITIES ( 2,986 ) ( 2,702 ) FINANCING ACTIVITIES Dividends to shareholders ( 6,863 ) ( 6,710 ) Additions to short-term debt with original maturities of more than three months 2,961 13,778 Reductions in short-term debt with original maturities of more than three months ( 7,523 ) ( 9,134 ) Net additions/(reductions) to other short-term debt 2,331 ( 387 ) Additions to long-term debt 1,598 2,569 Reductions in long-term debt ( 2,335 ) ( 1,877 ) Treasury stock purchases ( 3,490 ) ( 7,353 ) Impact of stock options and other 965 861 TOTAL FINANCING ACTIVITIES ( 12,356 ) ( 8,253 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 168 ) ( 170 ) CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 1,418 ) 382 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 6,828 $ 7,596 See accompanying Notes to Consolidated Financial Statements. 6 The Procter & Gamble Company THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation The accompanying unaudited Consolidated Financial Statements of The Procter & Gamble Company and subsidiaries ("the Company," "Procter & Gamble," "P&G," "we" or "our") should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. We have prepared these statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) for interim financial information. Note that certain columns and rows may not add due to rounding. In the opinion of management, the accompanying Consolidated Financial Statements contain all normal recurring 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 November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures.” This guidance requires disclosure of incremental segment information on an annual and interim basis. This amendment is effective for our fiscal year ending June 30, 2025 and our interim periods within the fiscal year ending June 30, 2026. We are currently assessing the impact of this guidance on our disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes: Improvements to Income Tax Disclosures.” This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction. This amendment is effective for our fiscal year ending June 30, 2026. We are currently assessing the impact of this guidance on our disclosures. No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our Consolidated Financial Statements. 3. Segment Information Under U.S. GAAP, our operating segments are aggregated into five reportable segments: 1) Beauty, 2) Grooming, 3) Health Care, 4) Fabric & Home Care and 5) Baby, Feminine & Family Care. Our five reportable segments are comprised of: • Beauty : Hair Care (Conditioners, Shampoos, Styling Aids, Treatments); Skin and Personal Care (Antiperspirants and Deodorants, Personal Cleansing, Skin Care); • Grooming : Grooming (Appliances, Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Grooming); • Health Care : Oral Care (Toothbrushes, Toothpaste, Other Oral Care); Personal Health Care (Gastrointestinal, Pain Relief, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care); • Fabric & Home Care : Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care); and • Baby, Feminine & Family Care : Baby Care (Baby Wipes, Taped Diapers and Pants); Feminine Care (Adult Incontinence, Feminine Care); Family Care (Paper Towels, Tissues, Toilet Paper). Amounts in millions of dollars except per share amounts or as otherwise specified. The Procter & Gamble Company 7 Our operating segments are comprised of similar product categories. Operating segments that individually accounted for 5% or more of consolidated net sales are as follows: % of Net sales by operating segment (1) Three Months Ended March 31 Nine Months Ended March 31 2024 2023 2024 2023 Fabric Care 23 % 23 % 23 % 23 % Home Care 13 % 12 % 12 % 12 % Baby Care 9 % 10 % 9 % 10 % Family Care 9 % 9 % 9 % 8 % Hair Care 9 % 9 % 9 % 9 % Skin and Personal Care 9 % 9 % 9 % 10 % Grooming 8 % 8 % 8 % 8 % Oral Care 8 % 8 % 8 % 8 % Personal Health Care 6 % 6 % 7 % 6 % Feminine Care 6 % 6 % 6 % 6 % Total 100 % 100 % 100 % 100 % (1) % of Net sales by operating segment excludes sales recorded in Corporate. The following is a summary of reportable segment results: Three Months Ended March 31 Nine Months Ended March 31 Net Sales Earnings/(Loss) Before Income Taxes Net Earnings/(Loss) Net Sales Earnings/(Loss) Before Income Taxes Net Earnings/(Loss) Beauty 2024 $ 3,550 $ 753 $ 587 $ 11,496 $ 3,114 $ 2,426 2023 3,494 763 608 11,262 3,179 2,530 Grooming 2024 1,539 379 303 4,997 1,450 1,165 2023 1,495 382 308 4,763 1,381 1,116 Health Care 2024 2,873 687 525 9,119 2,508 1,933 2023 2,828 667 523 8,636 2,354 1,826 Fabric & Home Care 2024 7,169 1,692 1,301 22,230 5,741 4,446 2023 7,016 1,538 1,174 21,130 4,619 3,517 Baby, Feminine & Family Care 2024 4,936 1,299 997 15,268 4,144 3,174 2023 5,062 1,206 925 15,061 3,373 2,578 Corporate 2024 128 ( 218 ) 68 398 ( 2,066 ) ( 1,314 ) 2023 173 ( 268 ) ( 114 ) 601 ( 786 ) ( 221 ) Total Company 2024 $ 20,195 $ 4,592 $ 3,781 $ 63,507 $ 14,891 $ 11,830 2023 20,068 4,288 3,424 61,453 14,120 11,346 4. Goodwill and Intangible Assets Goodwill is allocated by reportable segment as follows: Beauty Grooming Health Care Fabric & Home Care Baby, Feminine & Family Care Total Company Goodwill at June 30, 2023 $ 13,888 $ 12,703 $ 7,718 $ 1,821 $ 4,529 $ 40,659 Acquisitions and divestitures — — — — — — Translation and other ( 32 ) ( 19 ) ( 24 ) ( 6 ) ( 11 ) ( 92 ) Goodwill at March 31, 2024 $ 13,856 $ 12,685 $ 7,695 $ 1,815 $ 4,518 $ 40,567 Goodwill decreased from June 30, 2023, due to currency translation. Amounts in millions of dollars except per share amounts or as otherwise specified. 8 The Procter & Gamble Company Identifiable intangible assets at March 31, 2024, were comprised of: Gross Carrying Amount Accumulated Amortization Intangible assets with determinable lives $ 9,046 $ ( 6,499 ) Intangible assets with indefinite lives 19,645 — Total identifiable intangible assets $ 28,691 $ ( 6,499 ) Intangible assets with determinable lives consist of brands, patents, technology and customer relationships. The intangible assets with indefinite lives primarily consist of brands. The amortization expense of determinable-lived intangible assets for the three months ended March 31, 2024 and 2023, was $ 83 and $ 82 , respectively. For the nine months ended March 31, 2024 and 2023, amortization expense was $ 255 and $ 241 , respectively. Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually for impairment. We use the income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. When appropriate, the market approach, which leverages comparable company revenue and earnings multiples, is weighted with the income approach to estimate fair value. If the resulting fair value is less than the asset's carrying value, that difference represents an impairment. Our annual impairment testing for goodwill and indefinite-lived intangible assets occurs during the three months ended December 31. Most of our goodwill reporting units have fair value cushions that significantly exceed their underlying carrying values. During the three months ended December 31, 2023, we determined that the fair value of the Gillette indefinite-lived intangible asset was less than its carrying amount. As a result, we recorded a non-cash impairment charge of $ 1.3 billion ($ 1.0 billion after tax) to reduce the carrying amount to be equivalent to the estimated fair value as of December 31, 2023. Following the impairment charge, the carrying value of the Gillette indefinite-lived intangible asset is $ 12.8 billion. The impairment charge arose due to a higher discount rate, weakening of several currencies relative to the U.S. dollar and the impact of a new restructuring program focused primarily in certain Enterprise Markets, including Argentina and Nigeria. While we have concluded that no triggering event has occurred during the quarter ended March 31, 2024, the Gillette indefinite-lived intangible asset is susceptible to further impairment risk. Adverse changes in the business or in the macroeconomic environment, including foreign currency devaluation, increasing global inflation, market contraction from an economic recession and the Russia-Ukraine War, could reduce the underlying cash flows used to estimate the fair value of the Gillette indefinite-lived intangible asset and trigger a further impairment charge. Further reduction of the Gillette business activities in Russia could reduce the estimated fair value. The Russia business accounted for approximately 4 % of Gillette net sales in the fiscal year ended June 30, 2023. The most significant assumptions utilized in the determination of the estimated fair value of the Gillette indefinite-lived intangible asset are the net sales growth rates (including residual growth rates), discount rate and royalty rates. Net sales growth rates could be negatively impacted by reductions or changes in demand for our Gillette products, which may be caused by, among other things: changes in the use and frequency of grooming products, shifts in demand away from one or more of our higher priced products to lower priced products or potential supply chain constraints. In addition, relative global and country/regional macroeconomic factors, including the Russia-Ukraine War, could result in additional and prolonged devaluation of other countries' currencies relative to the U.S. dollar. The residual growth rates represent the expected rate at which the Gillette brand is expected to grow beyond the shorter-term business planning period. The residual growth rates utilized in our fair value estimates are consistent with the brand operating plans and approximate expected long-term category market growth rates. The residual growth rate depends on overall market growth rates, the competitive environment, inflation, relative currency exchange rates and business activities that impact market share. As a result, the residual growth rate could be adversely impacted by a sustained deceleration in category growth, grooming habit changes, devaluation of currencies against the U.S. dollar or an increased competitive environment. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. Our discount rate may be impacted by adverse changes in the macroeconomic environment, volatility in the equity and debt markets or other country specific factors, such as further devaluation of currencies against the U.S. dollar. Spot rates as of the fair value measurement date are utilized in our fair value estimates for cash flows outside the U.S. The royalty rate used to determine the estimated fair value for the Gillette indefinite-lived intangible asset is driven by historical and estimated future profitability of the underlying Gillette business. The royalty rate may be impacted by significant adverse changes in long-term operating margins. Amounts in millions of dollars except per share amounts or as otherwise specified. The Procter & Gamble Company 9 We performed a sensitivity analysis for the Gillette indefinite-lived intangible asset as part of our annual impairment testing during the three months ended December 31, 2023, utilizing reasonably possible changes in the assumptions for the discount rate, the short-term and residual growth rates and the royalty rate to demonstrate the potential impacts to estimated fair values. The table below provides, in isolation, the estimated fair value impacts related to a 25 basis-point increase in the discount rate, a 25 basis-point decrease in our short-term and residual growth rates or a 50 basis-point decrease in our royalty rate, which may result in an additional impairment of the Gillette indefinite-lived intangible asset. Approximate Percent Change in Estimated Fair Value +25 bps Discount Rate -25 bps Growth Rates -50 bps Royalty Rate Gillette indefinite-lived intangible asset ( 5 ) % ( 5 ) % ( 4 ) % 5. Earnings Per Share Basic net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less preferred dividends by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble by the diluted weighted average number of common shares outstanding during the period. The diluted shares include the dilutive effect of stock options and other share-based awards based on the treasury stock method and the assumed conversion of preferred stock. Net earnings per common share were calculated as follows: CONSOLIDATED AMOUNTS Three Months Ended March 31 Nine Months Ended March 31 2024 2023 2024 2023 Net earnings $ 3,781 $ 3,424 $ 11,830 $ 11,346 Less: Net earnings attributable to noncontrolling interests 27 27 88 77 Net earnings attributable to P&G (Diluted) 3,754 3,397 11,742 11,269 Less: Preferred dividends 69 69 209 210 Net earnings attributable to P&G available to common shareholders (Basic) $ 3,685 $ 3,328 $ 11,533 $ 11,059 SHARES IN MILLIONS Basic weighted average common shares outstanding 2,360.5 2,359.1 2,359.5 2,370.2 Add: Effect of dilutive securities Convertible preferred shares (1) 73.3 76.0 73.9 76.7 Stock options and other unvested equity awards (2) 38.1 38.1 38.4 39.1 Diluted weighted average common shares outstanding 2,472.0 2,473.2 2,471.8 2,486.0 NET EARNINGS PER COMMON SHARE Basic $ 1.56 $ 1.41 $ 4.89 $ 4.67 Diluted $ 1.52 $ 1.37 $ 4.75 $ 4.53 (1) An overview of preferred shares can be found in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. (2) Excludes approximately 6 million and 21 million for the three months ended March 31, 2024 and 2023, respectively, and 6 million and 20 million for the nine months ended March 31, 2024 and 2023, respectively, of weighted average stock options outstanding because the exercise price of these options was greater than their average market value or their effect was antidilutive. 6. Share-Based Compensation and Postretirement Benefits The following table provides a summary of our share-based compensation expense and postretirement benefit impacts: Three Months Ended March 31 Nine Months Ended March 31 2024 2023 2024 2023 Share-based compensation expense $ 158 $ 156 $ 433 $ 406 Net periodic benefit cost for pension benefits 52 45 160 132 Net periodic benefit credit for other retiree benefits ( 156 ) ( 131 ) ( 467 ) ( 395 ) Amounts in millions of dollars except per share amounts or as otherwise specified. 10 The Procter & Gamble Company 7. Risk Management Activities and Fair Value Measurements As a multinational company with diverse product offerings, we are exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. There have been no significant changes in our risk management policies or activities during the nine months ended March 31, 2024. The Company has not changed its valuation techniques used in measuring the fair value of any financial assets and liabilities during the period. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. There were no transfers between levels during the periods presented. Also, there was no significant activity within the Level 3 assets and liabilities during the periods presented. Except for the impairment of the Gillette indefinite-lived intangible asset discussed in Note 4, there were no significant assets or liabilities that were re-measured at fair value on a non-recurring basis during the nine months ended March 31, 2024 and 2023. Cash equivalents were $ 5.4 billion and $ 6.8 billion as of March 31, 2024 and June 30, 2023, respectively, and are classified as Level 1 within the fair value hierarchy. The Company had no other material investments in debt or equity securities during the periods presented. The fair value of long-term debt was $ 26.4 billion and $ 26.9 billion as of March 31, 2024 and June 30, 2023, respectively. This includes the current portion of long-term debt instruments ($ 3.4 billion and $ 3.9 billion as of March 31, 2024 and June 30, 2023, respectively). Certain long-term debt (debt designated as a fair value hedge) is recorded at fair value. All other long-term debt is recorded at amortized cost but is measured at fair value for disclosure purposes. We consider our debt to be Level 2 in the fair value hierarchy. Fair values are generally estimated based on quoted market prices for identical or similar instruments. Disclosures about Financial Instruments The notional amounts and fair values of financial instruments used in hedging transactions as of March 31, 2024 and June 30, 2023, are as follows: Notional Amount Fair Value Asset Fair Value (Liability) March 31, 2024 June 30, 2023 March 31, 2024 June 30, 2023 March 31, 2024 June 30, 2023 DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS Interest rate contracts $ 3,030 $ 4,044 $ — $ — $ ( 323 ) $ ( 445 ) DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS Foreign currency interest rate contracts $ 10,926 $ 11,005 $ 79 $ 26 $ ( 108 ) $ ( 631 ) TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS $ 13,956 $ 15,049 $ 79 $ 26 $ ( 432 ) $ ( 1,076 ) DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS Foreign currency contracts $ 3,956 $ 3,489 $ 12 $ 7 $ ( 23 ) $ ( 42 ) TOTAL DERIVATIVES AT FAIR VALUE $ 17,912 $ 18,538 $ 91 $ 33 $ ( 455 ) $ ( 1,118 ) The fair value of the interest rate derivative asset/(liability) directly offsets the cumulative amount of the fair value hedging adjustment included in the carrying amount of the underlying debt obligation. The carrying amount of the underlying debt obligation, which includes the unamortized discount or premium and the fair value adjustment, was $ 2.7 billion and $ 3.6 billion as of March 31, 2024 and June 30, 2023, respectively. In addition to the foreign currency derivative contracts designated as net investment hedges, certain of our foreign currency denominated debt instruments are designated as net investment hedges. The carrying value of those debt instruments designated as net investment hedges, which includes the adjustment for the foreign currency transaction gain or loss on those instruments, was $ 10.5 billion and $ 11.8 billion as of March 31, 2024 and June 30, 2023, respectively. Derivative assets are presented in Prepaid expenses and other current assets or Other noncurrent assets. Derivative liabilities are presented in Accrued and other liabilities or Other noncurrent liabilities. Changes in the fair value of net investment hedges are recognized in the Foreign currency translation component of Other comprehensive income (OCI). All of the Company's derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy. Certain of the Company's financial instruments used in hedging transactions are governed by industry standard netting and collateral agreements with counterparties. If the Company's credit rating were to fall below the levels stipulated in the agreements, the counterparties could demand either collateralization or termination of the arrangements. The aggregate fair value of the instruments covered by these contractual features that are in a net liability position was $ 363 and $ 1,088 as of March 31, 2024 and June 30, 2023, respectively. The Company has not been required to post collateral as a result of these contractual features. Amounts in millions of dollars except per share amounts or as otherwise specified. The Procter & Gamble Company 11 Before tax gains on our financial instruments in hedging relationships are categorized as follows: Amount of Gain/(Loss) Recognized in OCI on Derivatives Three Months Ended March 31 Nine Months Ended March 31 2024 2023 2024 2023 DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2) Foreign exchange contracts $ 269 $ (266) $ 67 $ (571) (1) For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $ 53 and $ 64 for the three months ended March 31, 2024 and 2023, respectively. The amount of gain excluded from effectiveness testing was $ 182 and $ 179 for the nine months ended March 31, 2024 and 2023, respectively. (2) In addition to the foreign currency derivative contracts designated as net investment hedges, certain of our foreign currency denominated debt instruments are designated as net investment hedges. The amount of gain/(loss) recognized in Accumulated other comprehensive income (AOCI) for such instruments was $ 262 and $( 242 ) for the three months ended March 31, 2024 and 2023, respectively. The amount of gain/(loss) recognized in Accumulated other comprehensive income (AOCI) for such instruments was $ 102 and $( 406 ) for the nine months ended March 31, 2024 and 2023, respectively. Amount of Gain/(Loss) Recognized in Earnings Three Months Ended March 31 Nine Months Ended March 31 2024 2023 2024 2023 DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS Interest rate contracts $ ( 7 ) $ 39 $ 122 $ ( 141 ) DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS Foreign currency contracts $ ( 84 ) $ 38 $ ( 27 ) $ ( 13 ) The gains/(losses) on the derivatives in fair value hedging relationships are fully offset by the mark-to-market impact of the related exposure. These are both recognized in Interest expense. The gains/(losses) on derivatives not designated as hedging instruments are substantially offset by the currency mark-to-market of the related exposure. These are both recognized in Selling, general and administrative expense (SG&A). 8. Accumulated Other Comprehensive Income/(Loss) The table below presents the changes in Accumulated other comprehensive income/(loss) attributable to Procter & Gamble (AOCI), including the reclassifications out of AOCI by component: Investment Securities Postretirement Benefit Plans Foreign Currency Translation Total AOCI Balance at June 30, 2023 $ 13 $ 67 $ ( 12,300 ) $ ( 12,220 ) OCI before reclassifications (1) ( 2 ) ( 3 ) ( 128 ) ( 133 ) Amounts reclassified to the Consolidated Statement of Earnings (2) ( 19 ) ( 19 ) Net current period OCI ( 2 ) ( 23 ) ( 128 ) ( 153 ) Less: OCI attributable to noncontrolling interests — ( 3 ) ( 3 ) Balance at March 31, 2024 $ 11 $ 44 $ ( 12,425 ) $ ( 12,370 ) (1) Net of tax (benefit)/expense of $ 0 , $( 3 ) and $ 40 for gains/losses on investment securities, postretirement benefit plans and foreign currency translation, respectively. Income tax effects within foreign currency translation include impacts from items such as net investment hedge transactions. (2) Net of tax (benefit)/expense of $ 0 , $( 3 ) and $ 0 for gains/losses on investment securities, postretirement benefit plans and foreign currency translation, respectively. Postretirement benefit plan amounts are reclassified from AOCI into Other non-operating income, net and included in the computation of net periodic postretirement costs. 9. Commitments and Contingencies Litigation We are subject, from time to time, to certain legal proceedings and claims arising out of our business, which cover a wide range of matters, including antitrust and trade regulation, product liability, advertising, contracts, environmental, patent and trademark matters, labor and employment matters and tax. While considerable uncertainty exists, in the opinion of management and our counsel, the ultimate resolution of the various lawsuits and claims will not materially affect our financial position, results of operations or cash flows. Amounts in millions of dollars except per share amounts or as otherwise specified. 12 The Procter & Gamble Company We are also subject to contingencies pursuant to environmental laws and regulations that in the future may require us to take action to correct the effects on the environment of prior manufacturing and waste disposal practices. Based on currently available information, we do not believe the ultimate resolution of environmental remediation will materially affect our financial position, results of operations or cash flows. Income Tax Uncertainties The Company is present in approximately 70 countries and over 150 taxable jurisdictions and, at any point in time, has 30 – 40 jurisdictional audits underway at various stages of completion. We evaluate our tax positions and establish liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite our belief that the underlying tax positions are fully supportable. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitations. Such adjustments are reflected in the tax provision as appropriate. We have tax years open ranging from 2010 and forward. We are generally not able to reliably estimate the timing and ultimate settlement amounts until the close of an audit. Based on information currently available, we anticipate that over the next 12-month period, audit activity could be completed related to uncertain tax positions in multiple jurisdictions for which we have accrued existing liabilities of approximately $ 90 , including interest and penalties. Additional information on the Commitments and Contingencies of the Company can be found in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. 10. Supplier Finance Programs The Company has an ongoing program to negotiate extended payment terms with its suppliers consistent with market practices. The Company also supports a Supply Chain Finance program (“SCF”) with several global financial institutions. Under SCF, the Company maintains an accounts payable system to facilitate participating suppliers' ability to sell receivables from the Company to a SCF bank. These participating suppliers negotiate their sales of receivables arrangements directly with the respective SCF bank. The Company is not party to those agreements, but the SCF banks allow the suppliers to utilize the Company’s creditworthiness in establishing credit spreads and associated costs. Under this model, this arrangement generally provides the suppliers with more favorable terms than they would be able to secure on their own. The Company has no economic interest in a supplier’s decision to sell a receivable. Once a qualifying supplier chooses to participate in SCF, the supplier selects which individual Company invoices to sell to the SCF bank. The Company’s obligations to its suppliers, including the amounts due and scheduled payment dates, are not impacted by the supplier’s decisions to finance amounts under these arrangements. The Company does not provide any form of guarantee under these financing arrangements. Our payment terms for suppliers under this program generally range from 60 to 180 days. All outstanding amounts related to suppliers participating in SCF are recorded within Accounts payable in our Consolidated Balance Sheets, and the associated payments are included in operating activities within our Consolidated Statements of Cash Flows. The amount due to suppliers participating in SCF and included in Accounts payable was approximately $ 5.2 billion as of March 31, 2024, $ 5.7 billion as of June 30, 2023, and $ 5.8 billion as of June 30, 2022. 11. 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. Consistent with our historical policies for restructuring-type activities, the restructuring program charges will be funded by and included within Corporate for management and segment reporting. In December 2023, the Company announced a limited market portfolio restructuring of its business operations, primarily in certain Enterprise Markets, including Argentina and Nigeria, to address challenging macroeconomic and fiscal conditions. In connection with this announcement, the Company expects to record incremental restructuring charges of $ 1.0 to $ 1.5 billion after tax, consisting primarily of foreign currency translation losses to be recognized as non-cash charges upon the substantial liquidation of operations in the affected markets. For the three months ended March 31, 2024, the Company incurred charges of $ 70 including $ 44 in Costs of products sold, $ 25 in SG&A and $ 1 in Other non-operating income. For the nine months ended March 31, 2024, the Company incurred charges of $ 252 including $ 154 in Costs of products sold, $ 93 in SG&A and $ 5 in Other non-operating income. Amounts in millions of dollars except per share amounts or as otherwise specified. The Procter & Gamble Company 13 The following table presents restructuring activity for the nine months ended March 31, 2024: Separation Costs Asset-Related Costs Other Costs Total RESERVE JUNE 30, 2023 $ 155 $ — $ 19 $ 174 Costs incurred for the six months ended December 31, 2023 109 42 30 181 Costs incurred for the three months ended March 31, 2024 37 11 22 70 Costs incurred for the nine months ended March 31, 2024 146 52 53 252 Costs paid/settled for the nine months ended March 31, 2024 ( 190 ) ( 52 ) ( 52 ) ( 294 ) RESERVE MARCH 31, 2024 $ 112 $ — $ 19 $ 131 Separation Costs Employee separation costs relate to severance packages that are primarily voluntary and the amounts calculated are based on salary levels and past service periods. Asset-Related Costs Asset-related costs consist of both asset write-downs and accelerated depreciation for manufacturing consolidations. Asset write-downs relate to the establishment of a new fair value basis for assets held-for-sale or for disposal. These assets are 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. Other Costs Other restructuring-type charges are incurred as a direct result of the restructuring plan. Such charges include asset removal and termination of contracts related to supply chain and overhead optimization.