What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-24 compared with 2025-01-22 · 62 added, 61 removed, 442 unchanged (22% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

Amounts in millions except per share amounts 2025 2024 2025 2024

17 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

Amounts in millions 2025 2024 2025 2024

12 unchanged sentences

CONSOLIDATED BALANCE SHEETS

Amounts in millions December 31, 2024 June 30, 2024

Amounts in millions March 31, 2025 June 30, 2024

CURRENT ASSETS

24 unchanged sentences

Preferred stock 781 798

Common stock – shares issued – December 2024 4,009.2

Common stock – shares issued – March 2025 4,009.2

June 2024 4,009.2 4,009 4,009

11 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Dollars in millions;

1 unchanged sentence

Shares Amount

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

BALANCE DECEMBER 31, 2024 2,344,852 $ 4,009 $ 788 $ 68,283 ($ 707 ) ($ 11,637 ) ($ 137,112 ) $ 127,544 $ 275 $ 51,443

Net earnings 3,769 23 3,793

9 unchanged sentences

Noncontrolling interest, net — ( 26 ) ( 26 )

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

BALANCE MARCH 31, 2025 2,344,542 $ 4,009 $ 781 $ 68,615 ($ 672 ) ($ 11,307 ) ($ 138,073 ) $ 128,919 $ 273 $ 52,545

Nine Months Ended March 31, 2025

Dollars in millions;

13 unchanged sentences

Noncontrolling interest, net — ( 77 ) ( 77 )

BALANCE DECEMBER 31, 2024 2,344,852 $ 4,009 $ 788 $ 68,283 ($ 707 ) ($ 11,637 ) ($ 137,112 ) $ 127,544 $ 275 $ 51,443

BALANCE MARCH 31, 2025 2,344,542 $ 4,009 $ 781 $ 68,615 ($ 672 ) ($ 11,307 ) ($ 138,073 ) $ 128,919 $ 273 $ 52,545

See accompanying Notes to Consolidated Financial Statements.

4 The Procter & Gamble Company

Three Months Ended December 31, 2023

Three Months Ended March 31, 2024

Dollars in millions;

1 unchanged sentence

Shares Amount

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

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

9 unchanged sentences

Noncontrolling interest, net — ( 46 ) ( 46 )

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

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;

13 unchanged sentences

Noncontrolling interest, net — ( 98 ) ( 98 )

BALANCE DECEMBER 31, 2023 2,353,021 $ 4,009 $ 809 $ 66,935 ($ 782 ) ($ 12,167 ) ($ 131,887 ) $ 121,617 $ 294 $ 48,829

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.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended December 31

Nine Months Ended March 31

Amounts in millions 2025 2024

47 unchanged sentences

2023-07, “Segment Reporting:

Improvements to Reportable Segment Disclosures.” This guidance requires disclosure of incremental segment information on an annual and interim basis.

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.

2 unchanged sentences

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.

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.

29 unchanged sentences

% of Net sales by operating segment (1)

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

2025 2024 2025 2024

17 unchanged sentences

The following is a summary of reportable segment results:

Three Months Ended December 31 Six Months Ended December 31

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)

19 unchanged sentences

Translation and other 73 47 32 5 17 173

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.

Goodwill at March 31, 2025 $ 13,796 $ 12,679 $ 7,670 $ 1,816 $ 4,516 $ 40,476

Goodwill increased 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:

Identifiable intangible assets at March 31, 2025, 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 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.

The amortization expense of determinable-lived intangible assets for the three months ended March 31, 2025 and 2024, was $ 78 and $ 83 , respectively.

For the nine months ended March 31, 2025 and 2024, amortization expense was $ 241 and $ 255 , respectively.

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

9 unchanged sentences

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.

As of March 31, 2025, 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.

13 unchanged sentences

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.

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

Approximate Percent Change in Estimated Fair Value

6 unchanged sentences

Net earnings per common share were calculated as follows:

CONSOLIDATED AMOUNTS Three Months Ended December 31 Six Months Ended December 31

CONSOLIDATED AMOUNTS Three Months Ended March 31 Nine Months Ended March 31

2025 2024 2025 2024

16 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 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.

(2) Excludes approximately 8 million and 6 million for the three months ended March 31, 2025 and 2024 respectively, and 6 million for the nine months ended March 31, 2025 and 2024 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 December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

2025 2024 2025 2024

6 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 six months ended December 31, 2024.

There have been no significant changes in our risk management policies or activities during the nine months ended March 31, 2025.

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 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.

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, 2025 or during the fiscal year ended June 30, 2024.

Cash equivalents were $ 7.9 billion and $ 8.0 billion as of March 31, 2025 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).

The fair value of long-term debt was $ 27.9 billion and $ 27.7 billion as of March 31, 2025 and June 30, 2024, respectively.

This includes the current portion of long-term debt instruments ($ 4.7 billion and $ 3.8 billion as of March 31, 2025 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 December 31, 2024 and June 30, 2024, are as follows:

The notional amounts and fair values of financial instruments used in hedging transactions as of March 31, 2025 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

March 31, 2025 June 30, 2024 March 31, 2025 June 30, 2024 March 31, 2025 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 as of December 31, 2024 and June 30, 2024.

The carrying amount of the underlying debt obligation, which includes the unamortized discount or premium and the fair value adjustment, was $ 2.8 billion and $ 2.7 billion as of March 31, 2025 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 $ 10.4 billion and $ 11.9 billion as of December 31, 2024 and June 30, 2024, 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 $ 10.9 billion and $ 11.9 billion as of March 31, 2025 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.

5 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 liability position was $ 33 and $ 307 as of

The aggregate fair value of the instruments covered by these contractual features that are in a liability position was $ 269 and $ 307 as of March 31, 2025 and June 30, 2024, 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

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

Three Months Ended March 31 Nine Months Ended March 31

2025 2024 2025 2024

1 unchanged sentence

Foreign currency interest rate contracts $ ( 473 ) $ 269 $ ( 117 ) $ 67

(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.

(1) For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $ 60 and $ 53 for the three months ended March 31, 2025 and 2024, respectively.

The amount of gain excluded from effectiveness testing was $ 167 and $ 182 for the nine months ended March 31, 2025 and 2024, 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.

The amount of gain/(loss) recognized in Accumulated other comprehensive income (AOCI) for such instruments was $( 436 ) and $ 262 for the three months ended March 31, 2025 and 2024, respectively.

The amount of gain/(loss) recognized in AOCI for such instruments was $( 221 ) and $ 102 for the nine months ended March 31, 2025 and 2024, respectively.

Amount of Gain/(Loss) Recognized in Earnings

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

2025 2024 2025 2024

3 unchanged sentences

Foreign currency contracts $ 30 $ ( 84 ) $ ( 19 ) $ ( 27 )

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

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.

12 unchanged sentences

OCI attributable to noncontrolling interests, net of tax — 2 ( 4 ) ( 2 )

Balance at December 31, 2024, net of tax $ 11 $ 614 $ ( 12,262 ) $ ( 11,637 )

Balance at March 31, 2025, net of tax $ 13 $ 574 $ ( 11,894 ) $ ( 11,307 )

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

2 unchanged sentences

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.

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

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

12 The Procter & Gamble Company

Commitments and Contingencies

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.

8 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 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.

Based on information currently available, we anticipate over the next 12-month period, audit activity could be completed related to uncertain tax positions in multiple jurisdictions for which we have accrued liabilities of approximately $ 50 , 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, 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 $ 5.6 billion as of December 31, 2024 and June 30, 2024.

The amount due to suppliers participating in SCF and included in Accounts payable was approximately $ 5.6 billion as of March 31, 2025 and June 30, 2024.

Restructuring Program

5 unchanged sentences

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).

For the three months ended March 31, 2025, the Company incurred total before tax charges of $ 55 including $ 23 in Costs of products sold, $ 26 in SG&A and $ 6 in Other non-operating income/(expense).

For the nine months ended March 31, 2025, the Company incurred charges of $ 987 including $ 91 in Costs of products sold, $ 105 in SG&A and $ 791 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:

The following table presents restructuring activity for the nine months ended March 31, 2025:

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

Costs incurred for the three months ended March 31, 2025 27 8 19 55

Costs incurred for the nine months ended March 31, 2025 68 47 872 987

Costs paid/settled for the nine months ended March 31, 2025 ( 126 ) ( 47 ) ( 842 ) ( 1,016 )

RESERVE MARCH 31, 2025 $ 75 $ — $ 62 $ 138

Separation Costs

8 unchanged sentences

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