What changed in this filing

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Item 1. Financial Statements

2024-10-18 compared with 2024-04-19 · 88 added, 136 removed, 354 unchanged (39% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended March 31 Nine Months Ended March 31

Three Months Ended September 30

Amounts in millions except per share amounts 2024 2023

2 unchanged sentences

Selling, general and administrative expense 5,519 5,604

Indefinite-lived intangible asset impairment charge — — 1,341 —

OPERATING INCOME 5,797 5,767

1 unchanged sentence

Interest income 135 128

Other non-operating income, net 260 179 570 473

Other non-operating income/(expense), net ( 554 ) 132

EARNINGS BEFORE INCOME TAXES 5,140 5,802

8 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31 Nine Months Ended March 31

Three Months Ended September 30

Amounts in millions 2024 2023

6 unchanged sentences

TOTAL COMPREHENSIVE INCOME 4,994 4,190

Total comprehensive income attributable to noncontrolling interests 26 28 85 70

Comprehensive income attributable to noncontrolling interests 28 33

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE $ 4,965 $ 4,157

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

Amounts in millions March 31, 2024 June 30, 2023

Amounts in millions September 30, 2024 June 30, 2024

CURRENT ASSETS

24 unchanged sentences

Preferred stock 791 798

Common stock – shares issued – March 2024 4,009.2

Common stock – shares issued – September 2024 4,009.2

June 2024 4,009.2 4,009 4,009

11 unchanged sentences

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

Three Months Ended September 30, 2024

Dollars in millions;

13 unchanged sentences

Noncontrolling interest, net — — —

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 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

BALANCE SEPTEMBER 30, 2024 2,355,042 $ 4,009 $ 791 $ 68,102 ($ 707 ) ($ 10,893 ) ($ 134,823 ) $ 125,361 $ 300 $ 52,141

Three Months Ended September 30, 2023

Dollars in millions;

13 unchanged sentences

Noncontrolling interest, net — — —

BALANCE MARCH 31, 2023 2,356,969 $ 4,009 $ 822 $ 66,316 ($ 821 ) ($ 12,266 ) ($ 130,002 ) $ 117,082 $ 281 $ 45,421

BALANCE SEPTEMBER 30, 2023 2,356,886 $ 4,009 $ 812 $ 66,822 ($ 782 ) ($ 12,583 ) ($ 131,029 ) $ 120,443 $ 321 $ 48,014

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended March 31

Three Months Ended September 30

Amounts in millions 2024 2023

5 unchanged sentences

Deferred income taxes 184 102

Gain on sale of assets ( 51 ) ( 4 )

Indefinite-lived intangible asset impairment charge 1,341 —

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

Loss/(gain) on sale of assets 794 ( 3 )

Change in accounts receivable ( 134 ) ( 830 )

Change in inventories ( 188 ) ( 142 )

Change in accounts payable and accrued and other liabilities ( 648 ) 857

Change in other operating assets and liabilities ( 558 ) ( 671 )

TOTAL OPERATING ACTIVITIES 4,302 4,904

10 unchanged sentences

Net additions/(reductions) to other short-term debt ( 444 ) 2,172

Additions to long-term debt 1,598 2,569

Reductions in long-term debt ( 70 ) ( 1,004 )

22 unchanged sentences

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.

The guidance will require additional disclosures in the Segment Information footnote, but will not have a material impact on our Consolidated Financial Statements.

In December 2023, the FASB issued ASU No.

9 unchanged sentences

Hair Care (Conditioners, Shampoos, Styling Aids, Treatments);

Skin and Personal Care (Antiperspirants and Deodorants, Personal Cleansing, Skin Care);

Personal Care (Antiperspirants and Deodorants, Personal Cleansing);

Skin Care (Facial Moisturizers, Cleaners and Treatments);

Grooming (Appliances, Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Grooming);

7 unchanged sentences

Baby Care (Baby Wipes, Taped Diapers and Pants);

Feminine Care (Adult Incontinence, Feminine Care);

Feminine Care (Adult Incontinence, Menstrual Care);

Family Care (Paper Towels, Tissues, Toilet Paper).

1 unchanged sentence

6 The Procter & Gamble Company

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:

Operating segments as a percentage 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

Three Months Ended September 30

Fabric Care 23 % 23 %

1 unchanged sentence

Baby Care 9 % 9 %

Family Care 9 % 9 % 9 % 8 %

Hair Care 9 % 9 %

Skin and Personal Care 9 % 9 % 9 % 10 %

Family Care 8 % 8 %

Grooming 8 % 8 %

2 unchanged sentences

Feminine Care 6 % 7 %

Personal Care (2)

Skin Care (2)

Total 100 % 100 %

(1) % of Net sales by operating segment excludes sales recorded in Corporate.

(2) Effective July 1, 2024, the Beauty reportable business segment separated Skin and Personal Care into individual operating segments, Skin Care and Personal Care.

This transition included separation of the management team, strategic decision-making, innovation plans, financial targets, budgets and management reporting.

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)

Three Months Ended September 30

Net Sales Earnings/(Loss) Before Income Taxes Net Earnings/(Loss)

Beauty 2024 $ 3,892 $ 1,067 $ 840

18 unchanged sentences

Translation and other 251 179 151 20 67 667

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.

Goodwill at September 30, 2024 $ 13,974 $ 12,812 $ 7,789 $ 1,831 $ 4,566 $ 40,970

Goodwill increased from June 30, 2024, primarily due to currency translation.

Amounts in millions of dollars except per share amounts or as otherwise specified.

The Procter & Gamble Company 7

Identifiable intangible assets at March 31, 2024, were comprised of:

Identifiable intangible assets at September 30, 2024, were comprised of:

Gross Carrying Amount Accumulated Amortization

4 unchanged sentences

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.

The amortization expense of determinable-lived intangible assets for the three months ended September 30, 2024 and 2023, was $ 83 and $ 87 , respectively.

Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually for impairment.

3 unchanged sentences

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.

Other than our Gillette indefinite-lived intangible asset, our goodwill reporting units and indefinite-lived intangible assets have fair values that significantly exceed their underlying carrying values.

As previously disclosed, the carrying value of the Gillette indefinite-lived intangible asset was impaired during the year ended June 30, 2024.

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.

Following the impairment charge, the carrying value of the Gillette indefinite-lived intangible asset was $ 12.8 billion, which was equivalent to the estimated fair value as of December 31, 2023.

While we have concluded that no triggering event has occurred during the quarter ended September 30, 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, or market contraction from an economic recession, 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.

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.

1 unchanged sentence

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.

In addition, relative global and country/regional macroeconomic factors could result in additional and prolonged devaluation of other countries' currencies relative to the U.S.

The residual growth rates represent the expected rate at which the Gillette brand is expected to grow beyond the shorter-term business planning period.

20 unchanged sentences

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

CONSOLIDATED AMOUNTS Three Months Ended September 30

Net earnings $ 3,987 $ 4,556

Net earnings attributable to noncontrolling interests 28 35

Net earnings attributable to P&G (Diluted) 3,754 3,397 11,742 11,269

Net earnings attributable to P&G 3,959 4,521

Preferred dividends 72 70

2 unchanged sentences

Basic weighted average common shares outstanding 2,356.2 2,360.0

Effect of dilutive securities

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 2,466.0 2,475.2

3 unchanged sentences

(1) An overview of preferred shares can be found in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

(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.

(2) Excludes approximately 1 million for the three months ended September 30, 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.

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

Three Months Ended September 30

Share-based compensation expense $ 105 $ 125

5 unchanged sentences

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.

There have been no significant changes in our risk management policies or activities during the three months ended September 30, 2024.

The Company has not changed its valuation techniques used in measuring the fair value of any financial assets and liabilities during the period.

2 unchanged sentences

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.

Cash equivalents were $ 10.7 billion and $ 8.0 billion as of September 30, 2024 and June 30, 2024, 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).

The fair value of long-term debt was $ 29.0 billion and $ 27.7 billion as of September 30, 2024 and June 30, 2024, respectively.

This includes the current portion of long-term debt instruments ($ 3.9 billion and $ 3.8 billion as of September 30, 2024 and June 30, 2024, respectively).

Certain long-term debt (debt designated as a fair value hedge) is recorded at fair value.

3 unchanged sentences

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:

The notional amounts and fair values of financial instruments used in hedging transactions as of September 30, 2024 and June 30, 2024, 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

September 30, 2024 June 30, 2024 September 30, 2024 June 30, 2024 September 30, 2024 June 30, 2024

DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS

7 unchanged sentences

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.

The carrying amount of the underlying debt obligation, which includes the unamortized discount or premium and the fair value adjustment, was $ 2.9 billion and $ 2.7 billion as of September 30, 2024 and June 30, 2024, 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.

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 $ 12.6 billion and $ 11.9 billion as of September 30, 2024 and June 30, 2024, respectively.

The increase in notional balance of the derivative instruments designated as net investment hedges is primarily driven by the Company's decision to leverage favorable interest rate spreads in the foreign currency swap market.

Derivative assets are presented in Prepaid expenses and other current assets or Other noncurrent assets.

4 unchanged sentences

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.

The aggregate fair value of the instruments covered by these contractual features that are in a liability position was $ 559 and $ 307 as of

Amounts in millions of dollars except per share amounts or as otherwise specified.

10 The Procter & Gamble Company

Before tax gains on our financial instruments in hedging relationships are categorized as follows:

September 30, 2024 and June 30, 2024, respectively.

The Company has not been required to post collateral as a result of these contractual features.

Before tax gains and losses 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

Three Months Ended September 30

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.

Foreign currency interest rate contracts $ ( 501 ) $ 285

(1) For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $ 50 and $ 67 for the three months ended September 30, 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.

The amount of gain/(loss) recognized in Accumulated other comprehensive income (AOCI) for such instruments was $( 611 ) and $ 344 for the three months ended September 30, 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

Three Months Ended September 30

DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS

2 unchanged sentences

Foreign currency contracts $ 126 $ ( 71 )

The gains/(losses) on the derivatives in fair value hedging relationships are fully offset by the mark-to-market impact of the related exposure.

The gains 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.

4 unchanged sentences

Investment Securities Postretirement Benefit Plans Foreign Currency Translation Total AOCI

Balance at June 30, 2023 $ 13 $ 67 $ ( 12,300 ) $ ( 12,220 )

Balance at June 30, 2024, net of tax $ 10 $ 613 $ ( 12,522 ) $ ( 11,900 )

Other comprehensive income/(loss), before tax:

OCI before reclassifications 2 ( 15 ) 13 ( 1 )

( 2 ) ( 3 ) ( 128 ) ( 133 )

Amounts reclassified to the Consolidated Statement of Earnings — ( 14 ) 752 738

( 19 ) ( 19 )

Net current period OCI ( 2 ) ( 23 ) ( 128 ) ( 153 )

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.

Total other comprehensive income/(loss), before tax 2 ( 29 ) 765 737

Tax effect — 8 261 269

Total other comprehensive income/(loss), net of tax 2 ( 21 ) 1,026 1,007

OCI attributable to noncontrolling interests, net of tax — 1 — 1

Balance at September 30, 2024, net of tax $ 12 $ 591 $ ( 11,496 ) $ ( 10,893 )

The below provides additional details on amounts reclassified from AOCI into the Consolidated Statement of Earnings:

• Postretirement benefit plan amounts are reclassified from AOCI into Other non-operating income/(expense) and included in the computation of net periodic postretirement costs.

• Foreign currency translation amounts are reclassified from AOCI into Other non-operating income/(expense).

These amounts relate to accumulated foreign currency translation losses recognized due to the substantial liquidation of operations in certain Enterprise Markets, including Argentina.

Commitments and Contingencies

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.

While considerable uncertainty exists, in the opinion of management and our

Amounts in millions of dollars except per share amounts or as otherwise specified.

The Procter & Gamble Company 11

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.

7 unchanged sentences

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.

Based on information currently available, we do not anticipate over the next 12-month period any significant audit activity concluding related to uncertain tax positions for which we have existing accrued liabilities.

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, 2024.

12 unchanged sentences

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.

The amount due to suppliers participating in SCF and included in Accounts payable was approximately $ 5.7 billion as of September 30, 2024 and $ 5.6 billion as of June 30, 2024.

Restructuring Program

2 unchanged sentences

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.

In the fiscal year ended June 30, 2024, the Company started 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.

During the period ended September 30, 2024, the Company completed this limited market portfolio restructuring with the substantial liquidation of its operations in Argentina and recorded approximately $ 0.8 billion after tax of incremental charges, comprised primarily of non-cash charges for accumulated foreign currency translation losses previously included in Accumulated other comprehensive income/(loss).

The total incremental restructuring charges incurred under the program beginning in the three-month period ended December 31, 2023, through the three-month period ended September 30, 2024, were approximately $ 1.2 billion after tax.

For the three months ended September 30, 2024, the Company incurred total before tax charges of $ 886 including $ 41 in Costs of products sold, $ 54 in SG&A and $ 791 in Other non-operating income/(expense).

Amounts in millions of dollars except per share amounts or as otherwise specified.

12 The Procter & Gamble Company

The following table presents restructuring activity for the nine months ended March 31, 2024:

The following table presents restructuring activity for the three months ended September 30, 2024:

Separation Costs Asset-Related Costs Other Costs Total

RESERVE JUNE 30, 2024 $ 133 $ — $ 32 $ 166

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

Costs incurred for the three months ended September 30, 2024 16 30 839 886

Costs paid/settled for the three months ended September 30, 2024 ( 33 ) ( 30 ) ( 815 ) ( 879 )

RESERVE SEPTEMBER 30, 2024 $ 116 $ — $ 56 $ 172

Separation Costs

6 unchanged sentences

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.

Such charges include accumulated foreign currency translation losses, asset removal and termination of contracts related to Enterprise Market portfolio restructuring.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements