PROCTER & GAMBLE Co 10-Q

Item 1. Financial Statements THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS Three Months Ended December 31 Six Months Ended December 31 Amounts in millions except per share amounts 2024 2023 2024 2023 NET SALES $ 21,882 $ 21,441 $ 43,619 $ 43,312 Cost of products sold 10,418 10,144 20,839 20,645 Selling, general and administrative expense 5,723 5,522 11,242 11,127 Indefinite-lived intangible asset impairment charge — 1,341 — 1,341 OPERATING INCOME 5,741 4,433 11,538 10,200 Interest expense ( 240 ) ( 248 ) ( 478 ) ( 472 ) Interest income 119 133 254 262 Other non-operating income/(expense), net 224 177 ( 330 ) 309 EARNINGS BEFORE INCOME TAXES 5,845 4,496 10,985 10,299 Income taxes 1,187 1,003 2,339 2,250 NET EARNINGS 4,659 3,493 8,646 8,049 Less: Net earnings attributable to noncontrolling interests 29 25 56 60 NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE $ 4,630 $ 3,468 $ 8,589 $ 7,988 NET EARNINGS PER COMMON SHARE (1) Basic $ 1.94 $ 1.44 $ 3.59 $ 3.33 Diluted $ 1.88 $ 1.40 $ 3.49 $ 3.23 (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 December 31 Six Months Ended December 31 Amounts in millions 2024 2023 2024 2023 NET EARNINGS $ 4,659 $ 3,493 $ 8,646 $ 8,049 OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX Foreign currency translation ( 770 ) 492 256 83 Unrealized gains/(losses) on investment securities — ( 1 ) 1 ( 2 ) Unrealized gains/(losses) on defined benefit postretirement plans 24 ( 75 ) 3 ( 30 ) TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX ( 747 ) 416 260 51 TOTAL COMPREHENSIVE INCOME 3,912 3,909 8,906 8,100 Less: Comprehensive income attributable to noncontrolling interests 26 25 54 58 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE $ 3,887 $ 3,884 $ 8,852 $ 8,041 See accompanying Notes to Consolidated Financial Statements. 2 The Procter & Gamble Company THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Amounts in millions December 31, 2024 June 30, 2024 Assets CURRENT ASSETS Cash and cash equivalents $ 10,230 $ 9,482 Accounts receivable 6,234 6,118 INVENTORIES Materials and supplies 1,949 1,617 Work in process 879 929 Finished goods 4,192 4,470 Total inventories 7,020 7,016 Prepaid expenses and other current assets 2,158 2,095 TOTAL CURRENT ASSETS 25,642 24,709 PROPERTY, PLANT AND EQUIPMENT, NET 22,074 22,152 GOODWILL 39,898 40,303 TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET 21,833 22,047 OTHER NONCURRENT ASSETS 13,192 13,158 TOTAL ASSETS $ 122,639 $ 122,370 Liabilities and Shareholders' Equity CURRENT LIABILITIES Accounts payable $ 14,495 $ 15,364 Accrued and other liabilities 9,879 11,073 Debt due within one year 9,424 7,191 TOTAL CURRENT LIABILITIES 33,797 33,627 LONG-TERM DEBT 25,263 25,269 DEFERRED INCOME TAXES 6,725 6,516 OTHER NONCURRENT LIABILITIES 5,411 6,398 TOTAL LIABILITIES 71,195 71,811 SHAREHOLDERS’ EQUITY Preferred stock 788 798 Common stock – shares issued – December 2024 4,009.2 June 2024 4,009.2 4,009 4,009 Additional paid-in capital 68,283 67,684 Reserve for ESOP debt retirement ( 707 ) ( 737 ) Accumulated other comprehensive loss ( 11,637 ) ( 11,900 ) Treasury stock ( 137,112 ) ( 133,379 ) Retained earnings 127,544 123,811 Noncontrolling interest 275 272 TOTAL SHAREHOLDERS’ EQUITY 51,443 50,559 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 122,639 $ 122,370 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 December 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 SEPTEMBER 30, 2024 2,355,042 $ 4,009 $ 791 $ 68,102 ($ 707 ) ($ 10,893 ) ($ 134,823 ) $ 125,361 $ 300 $ 52,141 Net earnings 4,630 29 4,659 Other comprehensive income/(loss) ( 744 ) ( 3 ) ( 747 ) Dividends and dividend equivalents ($ 1.0065 per share): Common ( 2,375 ) ( 2,375 ) Preferred ( 72 ) ( 72 ) Treasury stock purchases ( 14,716 ) ( 2,520 ) ( 2,520 ) Employee stock plans 4,057 181 228 408 Preferred stock conversions 469 ( 3 ) — 3 — ESOP debt impacts — — — Noncontrolling interest, net — ( 51 ) ( 51 ) BALANCE DECEMBER 31, 2024 2,344,852 $ 4,009 $ 788 $ 68,283 ($ 707 ) ($ 11,637 ) ($ 137,112 ) $ 127,544 $ 275 $ 51,443 Six Months Ended December 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, 2024 2,357,051 $ 4,009 $ 798 $ 67,684 ($ 737 ) ($ 11,900 ) ($ 133,379 ) $ 123,811 $ 272 $ 50,559 Net earnings 8,589 56 8,646 Other comprehensive income/(loss) 263 ( 3 ) 260 Dividends and dividend equivalents ($ 2.013 per share): Common ( 4,754 ) ( 4,754 ) Preferred ( 144 ) ( 144 ) Treasury stock purchases ( 26,269 ) ( 4,462 ) ( 4,462 ) Employee stock plans 12,827 598 720 1,318 Preferred stock conversions 1,243 ( 10 ) 1 9 — ESOP debt impacts 30 41 71 Noncontrolling interest, net — ( 51 ) ( 51 ) BALANCE DECEMBER 31, 2024 2,344,852 $ 4,009 $ 788 $ 68,283 ($ 707 ) ($ 11,637 ) ($ 137,112 ) $ 127,544 $ 275 $ 51,443 See accompanying Notes to Consolidated Financial Statements. 4 The Procter & Gamble Company Three Months Ended December 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 SEPTEMBER 30, 2023 2,356,886 $ 4,009 $ 812 $ 66,822 ($ 782 ) ($ 12,583 ) ($ 131,029 ) $ 120,443 $ 321 $ 48,014 Net earnings 3,468 25 3,493 Other comprehensive income/(loss) 416 — 416 Dividends and dividend equivalents ($ 0.9407 per share): Common ( 2,225 ) ( 2,225 ) Preferred ( 70 ) ( 70 ) Treasury stock purchases ( 6,879 ) ( 1,008 ) ( 1,008 ) Employee stock plans 2,630 113 147 260 Preferred stock conversions 385 ( 3 ) — 3 — ESOP debt impacts — — — Noncontrolling interest, net — ( 52 ) ( 52 ) BALANCE DECEMBER 31, 2023 2,353,021 $ 4,009 $ 809 $ 66,935 ($ 782 ) ($ 12,167 ) ($ 131,887 ) $ 121,617 $ 294 $ 48,829 Six Months Ended December 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, 2023 2,362,120 $ 4,009 $ 819 $ 66,556 ($ 821 ) ($ 12,220 ) ($ 129,736 ) $ 118,170 $ 288 $ 47,065 Net earnings 7,988 60 8,049 Other comprehensive income/(loss) 53 ( 2 ) 51 Dividends and dividend equivalents ($ 1.8814 per share): Common ( 4,450 ) ( 4,450 ) Preferred ( 140 ) ( 140 ) Treasury stock purchases ( 16,722 ) ( 2,516 ) ( 2,516 ) Employee stock plans 6,351 378 356 734 Preferred stock conversions 1,273 ( 10 ) 1 9 — ESOP debt impacts 39 48 87 Noncontrolling interest, net — ( 52 ) ( 52 ) BALANCE DECEMBER 31, 2023 2,353,021 $ 4,009 $ 809 $ 66,935 ($ 782 ) ($ 12,167 ) ($ 131,887 ) $ 121,617 $ 294 $ 48,829 See accompanying Notes to Consolidated Financial Statements. The Procter & Gamble Company 5 THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended December 31 Amounts in millions 2024 2023 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD $ 9,482 $ 8,246 OPERATING ACTIVITIES Net earnings 8,646 8,049 Depreciation and amortization 1,434 1,423 Share-based compensation expense 241 275 Deferred income taxes 221 ( 154 ) Loss/(gain) on sale of assets 787 ( 3 ) Indefinite-lived intangible asset impairment charge — 1,341 Change in accounts receivable ( 262 ) ( 839 ) Change in inventories ( 170 ) ( 32 ) Change in accounts payable and accrued and other liabilities ( 1,157 ) 302 Change in other operating assets and liabilities ( 748 ) ( 704 ) Other 135 346 TOTAL OPERATING ACTIVITIES 9,127 10,004 INVESTING ACTIVITIES Capital expenditures ( 1,918 ) ( 1,742 ) Proceeds from asset sales 47 8 Acquisitions, net of cash acquired ( 6 ) — Other investing activity ( 153 ) ( 489 ) TOTAL INVESTING ACTIVITIES ( 2,029 ) ( 2,224 ) FINANCING ACTIVITIES Dividends to shareholders ( 4,886 ) ( 4,578 ) Additions to short-term debt with original maturities of more than three months 5,905 2,798 Reductions in short-term debt with original maturities of more than three months ( 571 ) ( 5,862 ) Net additions/(reductions) to other short-term debt ( 2,705 ) 3,740 Additions to long-term debt 995 254 Reductions in long-term debt ( 1,478 ) ( 2,335 ) Treasury stock purchases ( 4,449 ) ( 2,503 ) Impact of stock options and other 985 397 TOTAL FINANCING ACTIVITIES ( 6,205 ) ( 8,087 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 144 ) ( 49 ) CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 748 ( 356 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 10,230 $ 7,890 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, 2024. 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. 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. 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. In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses”. This guidance requires disclosures about significant expense categories, including but not limited to, inventory purchases, employee compensation, depreciation, amortization, and selling expenses. This amendment is effective for our fiscal year ending June 30, 2028 and our interim periods within the fiscal year ending June 30, 2029. 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); Personal Care (Antiperspirants and Deodorants, Personal Cleansing); Skin Care (Facial Moisturizers, Cleaners and Treatments); • Grooming : Grooming (Appliances, Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Grooming); • Health Care : Oral Care (Toothbrushes, Toothpastes, 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, Menstrual 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 Operating segments as a percentage of consolidated net sales are as follows: % of Net sales by operating segment (1) Three Months Ended December 31 Six Months Ended December 31 2024 2023 2024 2023 Fabric Care 23 % 23 % 23 % 23 % Home Care 12 % 12 % 12 % 12 % Baby Care 9 % 9 % 9 % 10 % Family Care 9 % 9 % 9 % 8 % Hair Care 9 % 9 % 9 % 9 % Grooming 8 % 8 % 8 % 8 % Oral Care 9 % 9 % 8 % 8 % Personal Health Care 6 % 6 % 7 % 7 % Feminine Care 6 % 6 % 6 % 6 % Personal Care (2) 5 % 5 % 6 % 5 % Skin Care (2) 4 % 4 % 3 % 4 % Total 100 % 100 % 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 December 31 Six Months Ended December 31 Net Sales Earnings/(Loss) Before Income Taxes Net Earnings/(Loss) Net Sales Earnings/(Loss) Before Income Taxes Net Earnings/(Loss) Beauty 2024 $ 3,848 $ 996 $ 780 $ 7,741 $ 2,063 $ 1,620 2023 3,849 1,112 868 7,946 2,361 1,839 Grooming 2024 1,752 568 459 3,475 1,090 885 2023 1,734 538 440 3,458 1,071 862 Health Care 2024 3,249 974 758 6,397 1,928 1,499 2023 3,172 932 719 6,245 1,821 1,408 Fabric & Home Care 2024 7,575 1,989 1,567 15,285 4,066 3,188 2023 7,415 2,018 1,577 15,061 4,049 3,146 Baby, Feminine & Family Care 2024 5,298 1,464 1,119 10,400 2,847 2,185 2023 5,146 1,437 1,102 10,332 2,845 2,177 Corporate 2024 159 ( 146 ) ( 24 ) 322 ( 1,009 ) ( 731 ) 2023 126 ( 1,541 ) ( 1,214 ) 270 ( 1,849 ) ( 1,383 ) Total Company 2024 $ 21,882 $ 5,845 $ 4,659 $ 43,619 $ 10,985 $ 8,646 2023 21,441 4,496 3,493 43,312 10,299 8,049 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, 2024 $ 13,723 $ 12,633 $ 7,638 $ 1,810 $ 4,499 $ 40,303 Acquisitions and divestitures — — — — — — Translation and other ( 139 ) ( 104 ) ( 107 ) ( 11 ) ( 44 ) ( 405 ) Goodwill at December 31, 2024 $ 13,584 $ 12,529 $ 7,531 $ 1,799 $ 4,456 $ 39,898 Goodwill decreased from June 30, 2024, primarily 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 December 31, 2024, were comprised of: Gross Carrying Amount Accumulated Amortization Intangible assets with determinable lives $ 8,965 $ ( 6,684 ) Intangible assets with indefinite lives 19,552 — Total identifiable intangible assets $ 28,517 $ ( 6,684 ) 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 December 31, 2024 and 2023, was $ 80 and $ 84 , respectively. For the six months ended December 31, 2024 and 2023, amortization expense was $ 163 and $ 171 , 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. 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 fiscal 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. Following the impairment charge, the carrying value of the Gillette indefinite-lived intangible asset was equivalent to the estimated fair value as of December 31, 2023. Based on our impairment testing performed during the three months ended December 31, 2024, the Gillette indefinite-lived intangible asset's fair value exceeds its carrying value by greater than 10 %. As of December 31, 2024, the carrying value of the Gillette indefinite-lived intangible asset was $ 12.8 billion. 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. 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 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, 2024, 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. 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 December 31 Six Months Ended December 31 2024 2023 2024 2023 Net earnings $ 4,659 $ 3,493 $ 8,646 $ 8,049 Less: Net earnings attributable to noncontrolling interests 29 25 56 60 Net earnings attributable to P&G 4,630 3,468 8,589 7,988 Less: Preferred dividends 72 70 144 140 Net earnings attributable to P&G available to common shareholders (Basic) $ 4,558 $ 3,398 $ 8,445 $ 7,849 SHARES IN MILLIONS Basic weighted average common shares outstanding 2,351.9 2,358.0 2,354.1 2,359.0 Add effect of dilutive securities: Convertible preferred shares (1) 71.3 73.9 71.6 74.3 Stock options and other unvested equity awards (2) 34.9 36.4 36.4 38.5 Diluted weighted average common shares outstanding 2,458.1 2,468.4 2,462.1 2,471.8 NET EARNINGS PER COMMON SHARE Basic $ 1.94 $ 1.44 $ 3.59 $ 3.33 Diluted $ 1.88 $ 1.40 $ 3.49 $ 3.23 (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 8 million and 9 million for the three months ended December 31, 2024 and 2023 respectively, and 4 million and 5 million for the six months ended December 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 December 31 Six Months Ended December 31 2024 2023 2024 2023 Share-based compensation expense $ 136 $ 150 $ 241 $ 275 Net periodic benefit cost for pension benefits 26 52 63 109 Net periodic benefit (credit) for other retiree benefits ( 180 ) ( 156 ) ( 360 ) ( 311 ) 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 six months ended December 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 six months ended December 31, 2024 or during the fiscal year ended June 30, 2024. Cash equivalents were $ 8.7 billion and $ 8.0 billion as of December 31, 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 $ 27.3 billion and $ 27.7 billion as of December 31, 2024 and June 30, 2024, respectively. This includes the current portion of long-term debt instruments ($ 3.3 billion and $ 3.8 billion as of December 31, 2024 and June 30, 2024, 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 December 31, 2024 and June 30, 2024, are as follows: Notional Amount Fair Value Asset Fair Value (Liability) December 31, 2024 June 30, 2024 December 31, 2024 June 30, 2024 December 31, 2024 June 30, 2024 DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS Interest rate contracts $ 2,914 $ 2,993 $ — $ — $ ( 215 ) $ ( 325 ) DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS Foreign currency interest rate contracts $ 13,054 $ 10,140 $ 545 $ 119 $ — $ ( 31 ) TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS $ 15,968 $ 13,133 $ 545 $ 119 $ ( 215 ) $ ( 356 ) DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS Foreign currency contracts $ 3,359 $ 3,192 $ 1 $ 1 $ ( 40 ) $ ( 23 ) TOTAL DERIVATIVES AT FAIR VALUE $ 19,326 $ 16,325 $ 546 $ 120 $ ( 255 ) $ ( 379 ) 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 as of December 31, 2024 and June 30, 2024. 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 $ 10.4 billion and $ 11.9 billion as of December 31, 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. 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 liability position was $ 33 and $ 307 as of Amounts in millions of dollars except per share amounts or as otherwise specified. The Procter & Gamble Company 11 December 31, 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 December 31 Six Months Ended December 31 2024 2023 2024 2023 DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2) Foreign currency interest rate contracts $ 857 $ ( 487 ) $ 356 $ ( 202 ) (1) For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $ 57 and $ 62 for the three months ended December 31, 2024 and 2023, respectively. The amount of gain excluded from effectiveness testing was $ 107 and $ 130 for the six months ended December 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 $ 825 and $( 504 ) for the three months ended December 31, 2024 and 2023, respectively. The amount of gain/(loss) recognized in AOCI for such instruments was $ 215 and $( 159 ) for the six months ended December 31, 2024 and 2023, respectively. Amount of Gain/(Loss) Recognized in Earnings Three Months Ended December 31 Six Months Ended December 31 2024 2023 2024 2023 DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS Interest rate contracts $ 34 $ 117 $ 110 $ 128 DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS Foreign currency contracts $ ( 174 ) $ 128 $ ( 48 ) $ 57 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. 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, 2024, net of tax $ 10 $ 613 $ ( 12,522 ) $ ( 11,900 ) Other comprehensive income/(loss), before tax: OCI before reclassifications 1 38 ( 362 ) ( 323 ) Amounts reclassified to the Consolidated Statement of Earnings — ( 38 ) 752 714 Total other comprehensive income/(loss), before tax 1 — 390 391 Tax effect — 3 ( 134 ) ( 131 ) Total other comprehensive income/(loss), net of tax 1 3 256 260 Less: OCI attributable to noncontrolling interests, net of tax — 2 ( 5 ) ( 3 ) Balance at December 31, 2024, net of tax $ 11 $ 614 $ ( 12,262 ) $ ( 11,637 ) 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), net and included in the computation of net periodic postretirement costs. • Foreign currency translation amounts are reclassified from AOCI into Other non-operating income/(expense), net. These amounts relate to accumulated foreign currency translation losses recognized due to the substantial liquidation of operations in Argentina recorded in the period ended September 30, 2024. Amounts in millions of dollars except per share amounts or as otherwise specified. 12 The Procter & Gamble Company 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. 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 about 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 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. 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 $ 5.6 billion as of December 31, 2024 and June 30, 2024. 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 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 December 31, 2024, the Company incurred total before tax charges of $ 47 including $ 28 in Costs of products sold, $ 25 in SG&A and $( 5 ) in Other non-operating income/(expense). For the six months ended December 31, 2024, the Company incurred charges of $ 933 including $ 69 in Costs of products sold, $ 79 in SG&A and $ 785 in Other non-operating income/(expense). 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 six months ended December 31, 2024: Separation Costs Asset-Related Costs Other Costs Total RESERVE JUNE 30, 2024 $ 133 $ — $ 32 $ 166 Costs incurred for the three months ended September 30, 2024 16 30 839 886 Costs incurred for the three months ended December 31, 2024 25 9 14 47 Costs incurred for the six months ended December 31, 2024 41 39 853 933 Costs paid/settled for the six months ended December 31, 2024 ( 58 ) ( 39 ) ( 823 ) ( 921 ) RESERVE DECEMBER 31, 2024 $ 115 $ — $ 62 $ 178 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 accumulated foreign currency translation losses, asset removal and termination of contracts.