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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
xTrueQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2024

OR
oFalseTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     

pglogoa21.jpg
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
 
OhioOH1-43431-0411980
(State of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)
One Procter & Gamble PlazaCincinnatiOH
One Procter & Gamble Plaza, Cincinnati, Ohio
45202
(Address of principal executive offices)(Zip Code)
(513) 983-1100
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, without Par ValuePGNYSE
0.500% Notes due 2024PG24ANYSE
0.625% Notes due 2024PG24BNYSE
1.375% Notes due 2025PG25NYSE
0.110% Notes due 2026PG26DNYSE
3.250% EUR Notes due 2026PG26FNYSE
4.875% EUR Notes due May 2027PG27ANYSE
1.200% Notes due 2028PG28NYSE
3.150% EUR Notes due 2028PG28BNYSE
1.250% Notes due 2029PG29BNYSE
1.800% Notes due 2029PG29ANYSE
6.250% GBP Notes due January 2030PG30NYSE
0.350% Notes due 2030PG30CNYSE
0.230% Notes due 2031PG31ANYSE
3.250% EUR Notes due 2031PG31BNYSE
5.250% GBP Notes due January 2033PG33NYSE
3.200% EUR Notes due 2034PG34CNYSE
1.875% Notes due 2038PG38NYSE
0.900% Notes due 2041PG41NYSE
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þAccelerated filer¨
Non-accelerated filer¨Smaller reporting company¨False
Emerging growth company¨False
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ False
There were 2,355,041,729 shares of Common Stock outstanding as of September 30, 2024.


FORM 10-Q TABLE OF CONTENTSPage
PART IItem 1.
Item 2.
Item 3.
Item 4.
PART IIItem 1.
Item 1A.
Item 2.
Item 5.
Item 6.

The Procter & Gamble Company 1
PART I. FINANCIAL INFORMATION 
Item 1.Financial Statements
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Three Months Ended September 30
Amounts in millions except per share amounts2024 2023
NET SALES$21,737 $21,871 
Cost of products sold10,421 10,501 
Selling, general and administrative expense5,519 5,604 
OPERATING INCOME5,797 5,767 
Interest expense(238)(225)
Interest income135 128 
Other non-operating income/(expense), net(554)132 
EARNINGS BEFORE INCOME TAXES5,140 5,802 
Income taxes1,152 1,246 
NET EARNINGS3,987 4,556 
Less: Net earnings attributable to noncontrolling interests28 35 
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE$3,959 $4,521 
NET EARNINGS PER COMMON SHARE (1)
Basic$1.65 $1.89 
Diluted$1.61 $1.83 
(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 September 30
Amounts in millions20242023
NET EARNINGS$3,987 $4,556 
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
Foreign currency translation1,026 (409)
Unrealized gains/(losses) on investment securities2 (1)
Unrealized gains/(losses) on defined benefit postretirement plans(21)45 
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX1,007 (366)
TOTAL COMPREHENSIVE INCOME4,994 4,190 
Less: Comprehensive income attributable to noncontrolling interests28 33 
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE$4,965 $4,157 

See accompanying Notes to Consolidated Financial Statements.
2 The Procter & Gamble Company
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Amounts in millionsSeptember 30, 2024June 30, 2024
Assets
CURRENT ASSETS
Cash and cash equivalents$12,156 $9,482 
Accounts receivable6,314 6,118 
INVENTORIES
Materials and supplies1,820 1,617 
Work in process921 929 
Finished goods4,546 4,470 
Total inventories7,287 7,016 
Prepaid expenses and other current assets1,692 2,095 
TOTAL CURRENT ASSETS27,449 24,709 
PROPERTY, PLANT AND EQUIPMENT, NET22,506 22,152 
GOODWILL40,970 40,303 
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET22,053 22,047 
OTHER NONCURRENT ASSETS13,503 13,158 
TOTAL ASSETS$126,482 $122,370 
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Accounts payable$15,350 $15,364 
Accrued and other liabilities10,661 11,073 
Debt due within one year10,409 7,191 
TOTAL CURRENT LIABILITIES36,420 33,627 
LONG-TERM DEBT25,744 25,269 
DEFERRED INCOME TAXES6,420 6,516 
OTHER NONCURRENT LIABILITIES5,757 6,398 
TOTAL LIABILITIES74,341 71,811 
SHAREHOLDERS’ EQUITY
Preferred stock791 798 
Common stock – shares issued –September 20244,009.2 
June 20244,009.2 4,009 4,009 
Additional paid-in capital68,102 67,684 
Reserve for ESOP debt retirement(707)(737)
Accumulated other comprehensive loss(10,893)(11,900)
Treasury stock(134,823)(133,379)
Retained earnings125,361 123,811 
Noncontrolling interest300 272 
TOTAL SHAREHOLDERS’ EQUITY52,141 50,559 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$126,482 $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 September 30, 2024
Dollars in millions;
shares in thousands		Common StockPreferred StockAdditional Paid-In CapitalReserve for ESOP Debt RetirementAccumulated Other Comprehensive Income/(Loss)Treasury StockRetained EarningsNoncontrolling InterestTotal Shareholders' Equity
SharesAmount
BALANCE JUNE 30, 20242,357,051 $4,009 $798 $67,684 ($737)($11,900)($133,379)$123,811 $272 $50,559 
Net earnings3,959 28 3,987 
Other comprehensive income/(loss)1,006 1 1,007 
Dividends and dividend equivalents
($1.0065 per share):
Common(2,378)(2,378)
Preferred(72)(72)
Treasury stock purchases(11,552)(1,942)(1,942)
Employee stock plans8,769 417 492 910 
Preferred stock conversions774 (7)1 6 — 
ESOP debt impacts30 41 71 
Noncontrolling interest, net— — — 
BALANCE SEPTEMBER 30, 20242,355,042 $4,009 $791 $68,102 ($707)($10,893)($134,823)$125,361 $300 $52,141 
Three Months Ended September 30, 2023
Dollars in millions;
shares in thousands		Common StockPreferred StockAdditional Paid-In CapitalReserve for ESOP Debt RetirementAccumulated Other Comprehensive Income/(Loss)Treasury StockRetained EarningsNoncontrolling InterestTotal Shareholders' Equity
SharesAmount
BALANCE JUNE 30, 20232,362,120 $4,009 $819 $66,556 ($821)($12,220)($129,736)$118,170 $288 $47,065 
Net earnings4,521 35 4,556 
Other comprehensive income/(loss)(363)(2)(366)
Dividends and dividend equivalents
($0.9407 per share):
Common(2,225)(2,225)
Preferred(70)(70)
Treasury stock purchases(9,843)(1,508)(1,508)
Employee stock plans3,721 265 209 474 
Preferred stock conversions888 (7)1 6 — 
ESOP debt impacts39 48 87 
Noncontrolling interest, net— — — 
BALANCE SEPTEMBER 30, 20232,356,886 $4,009 $812 $66,822 ($782)($12,583)($131,029)$120,443 $321 $48,014 


See accompanying Notes to Consolidated Financial Statements.
4 The Procter & Gamble Company
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended September 30
Amounts in millions20242023
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD$9,482 $8,246 
OPERATING ACTIVITIES
Net earnings3,987 4,556 
Depreciation and amortization728 702 
Share-based compensation expense105 125 
Deferred income taxes184 102 
Loss/(gain) on sale of assets794 (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)
Other32 208 
TOTAL OPERATING ACTIVITIES4,302 4,904 
INVESTING ACTIVITIES
Capital expenditures(993)(925)
Proceeds from asset sales45 3 
Acquisitions, net of cash acquired(6)— 
Other investing activity(154)(300)
TOTAL INVESTING ACTIVITIES(1,108)(1,222)
FINANCING ACTIVITIES
Dividends to shareholders(2,445)(2,290)
Additions to short-term debt with original maturities of more than three months4,090 2,179 
Reductions in short-term debt with original maturities of more than three months(571)(1,906)
Net additions/(reductions) to other short-term debt(444)2,172 
Reductions in long-term debt(70)(1,004)
Treasury stock purchases(1,939)(1,500)
Impact of stock options and other745 312 
TOTAL FINANCING ACTIVITIES(634)(2,038)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH116 (156)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH2,675 1,487 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD$12,156 $9,733 
See accompanying Notes to Consolidated Financial Statements.
The Procter & Gamble Company 5
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.
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, Toothpaste, Other Oral Care); Personal Health Care (Gastrointestinal, Pain Relief, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care);
•Fabric & Home Care: Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care); and
•Baby, Feminine & Family Care: Baby Care (Baby Wipes, Taped Diapers and Pants); Feminine Care (Adult Incontinence, Menstrual Care); Family Care (Paper Towels, Tissues, Toilet Paper).
Amounts in millions of dollars except per share amounts or as otherwise specified.
6 The Procter & Gamble Company
Operating segments as a percentage of consolidated net sales are as follows:
% of Net sales by operating segment (1)
Three Months Ended September 30
20242023
Fabric Care23 %23 %
Home Care13 %12 %
Baby Care9 %9 %
Hair Care9 %9 %
Family Care8 %8 %
Grooming8 %8 %
Oral Care8 %8 %
Personal Health Care7 %6 %
Feminine Care6 %7 %
Personal Care (2)
6 %6 %
Skin Care (2)
3 %4 %
Total100 %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 September 30
Net SalesEarnings/(Loss) Before Income TaxesNet Earnings/(Loss)
Beauty2024$3,892 $1,067 $840 
20234,097 1,249 971 
Grooming20241,723 522 426 
20231,724 533 421 
Health Care20243,147 953 741 
20233,074 889 689 
Fabric & Home Care20247,710 2,077 1,621 
20237,646 2,031 1,569 
Baby, Feminine & Family Care20245,102 1,383 1,066 
20235,186 1,408 1,075 
Corporate2024163 (862)(707)
2023144 (308)(168)
Total Company2024$21,737 $5,140 $3,987 
202321,871 5,802 4,556 
4. Goodwill and Intangible Assets
Goodwill is allocated by reportable segment as follows:
BeautyGroomingHealth CareFabric & Home CareBaby, Feminine & Family CareTotal Company
Goodwill at June 30, 2024$13,723 $12,633 $7,638 $1,810 $4,499 $40,303 
Acquisitions and divestitures— — — — — — 
Translation and other251 179 151 20 67 667 
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 September 30, 2024, were comprised of:
Gross Carrying AmountAccumulated Amortization
Intangible assets with determinable lives$9,107 $(6,700)
Intangible assets with indefinite lives19,646 — 
Total identifiable intangible assets$28,754 $(6,700)
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 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. 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 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 $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.
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.
8 The Procter & Gamble Company
We performed a sensitivity analysis for the Gillette indefinite-lived intangible asset as part of our annual impairment testing during the three months ended December 31, 2023, utilizing reasonably possible changes in the assumptions for the discount rate, the short-term and residual growth rates and the royalty rate to demonstrate the potential impacts to estimated fair values. The table below provides, in isolation, the estimated fair value impacts related to a 25 basis-point increase in the discount rate, a 25 basis-point decrease in our short-term and residual growth rates or a 50 basis-point decrease in our royalty rate, which may result in an additional impairment of the Gillette indefinite-lived intangible asset.
Approximate Percent Change in Estimated Fair Value
+25 bps Discount Rate-25 bps Growth Rates-50 bps Royalty Rate
Gillette indefinite-lived intangible asset(5)%(5)%(4)%
5. Earnings Per Share
Basic net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less preferred dividends by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble by the diluted weighted average number of common shares outstanding during the period. The diluted shares include the dilutive effect of stock options and other share-based awards based on the treasury stock method and the assumed conversion of preferred stock.
Net earnings per common share were calculated as follows:
CONSOLIDATED AMOUNTSThree Months Ended September 30
20242023
Net earnings$3,987 $4,556 
Less: Net earnings attributable to noncontrolling interests28 35 
Net earnings attributable to P&G3,959 4,521 
Less: Preferred dividends72 70 
Net earnings attributable to P&G available to common shareholders (Basic)$3,887 $4,450 
SHARES IN MILLIONS
Basic weighted average common shares outstanding2,356.2 2,360.0 
Add effect of dilutive securities:
Convertible preferred shares (1)
71.9 74.6 
Stock options and other unvested equity awards (2)
37.9 40.6 
Diluted weighted average common shares outstanding2,466.0 2,475.2 
NET EARNINGS PER COMMON SHARE
Basic$1.65 $1.89 
Diluted$1.61 $1.83 
(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 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.
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 September 30
20242023
Share-based compensation expense$105 $125 
Net periodic benefit cost for pension benefits37 57 
Net periodic benefit (credit) for other retiree benefits(180)(156)
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company 9
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 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. 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 three months ended September 30, 2024 or during the fiscal year ended June 30, 2024.
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 $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. 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 September 30, 2024 and June 30, 2024, are as follows:
Notional AmountFair Value AssetFair Value (Liability)
September 30, 2024June 30, 2024September 30, 2024June 30, 2024September 30, 2024June 30, 2024
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts$3,127 $2,993 $— $— $(249)$(325)
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
Foreign currency interest rate contracts$12,531 $10,140 $— $119 $(310)$(31)
TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS$15,658 $13,133 $— $119 $(559)$(356)
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts$3,900 $3,192 $36 $1 $(3)$(23)
TOTAL DERIVATIVES AT FAIR VALUE$19,558 $16,325 $36 $120 $(562)$(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 $2.9 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 $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. 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 $559 and $307 as of
Amounts in millions of dollars except per share amounts or as otherwise specified.
10 The Procter & Gamble Company
September 30, 2024 and June 30, 2024, respectively. The Company has not been required to post collateral as a result of these contractual features.
Before tax gains and losses on our financial instruments in hedging relationships are categorized as follows:
Amount of Gain/(Loss) Recognized in OCI on Derivatives
Three Months Ended September 30
20242023
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2)
Foreign currency interest rate contracts$(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 $(611) and $344 for the three months ended September 30, 2024 and 2023, respectively.
Amount of Gain/(Loss) Recognized in Earnings
Three Months Ended September 30
20242023
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts$76 $11 
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts$126 $(71)
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 SecuritiesPostretirement Benefit PlansForeign Currency TranslationTotal AOCI
Balance at June 30, 2024, net of tax$10 $613 $(12,522)$(11,900)
Other comprehensive income/(loss), before tax:
    OCI before reclassifications2 (15)13 (1)
    Amounts reclassified to the Consolidated Statement of Earnings— (14)752 738 
Total other comprehensive income/(loss), before tax2 (29)765 737 
    Tax effect— 8 261 269 
Total other comprehensive income/(loss), net of tax2 (21)1,026 1,007 
Less: 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.
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
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. Based on currently available information, we do not believe the ultimate resolution of environmental remediation will materially affect our financial position, results of operations or cash flows.
Income Tax Uncertainties
The Company is present in approximately 70 countries and over 150 taxable jurisdictions and, at any point in time, has 30–40 jurisdictional audits underway at various stages of completion. We evaluate our tax positions and establish liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite our belief that the underlying tax positions are fully supportable. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitations. Such adjustments are reflected in the tax provision as appropriate. We have tax years open ranging from 2010 and forward. We are generally not able to reliably estimate the timing and ultimate settlement amounts until the close of an audit. Based on information currently available, we 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 $5.7 billion as of September 30, 2024 and $5.6 billion as of 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 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 three months ended September 30, 2024:
Separation CostsAsset-Related CostsOther CostsTotal
RESERVE JUNE 30, 2024$133 $— $32 $166 
Costs incurred for the three months ended September 30, 202416 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
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 related to Enterprise Market portfolio restructuring.
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: “Management's Discussion and Analysis,” “Risk Factors” and "Notes 4 and 9 to the Consolidated Financial Statements." These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by law.
Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, currency exchange or pricing controls; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to successfully manage uncertainties related to changing political and geopolitical conditions and potential implications such as exchange rate fluctuations, market contraction, boycotts, sanctions or other trade controls; (4) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (5) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to various factors, including ones outside of our control, such as natural disasters, acts of war or terrorism or disease outbreaks; (6) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation, energy, pension and healthcare; (7) the ability to compete with our local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy, packaging content, supply chain practices or similar matters that may arise; (10) the ability to successfully manage the financial, legal, reputational and operational risk associated with third-party relationships, such as our suppliers, contract manufacturers, distributors, contractors and external business partners; (11) the ability to rely on and maintain key company and third-party information and operational technology systems, networks and services and maintain the security and functionality of such systems, networks and services and the data contained therein; (12) the ability to successfully manage the demand, supply and operational challenges, as well as governmental responses or mandates, associated with a disease outbreak, including
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company 13
epidemics, pandemics or similar widespread public health concerns; (13) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits, evolving digital marketing and selling platform requirements and technological advances attained by, and patents granted to, competitors; (14) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company’s overall business strategy and financial objectives, without impacting the delivery of base business objectives; (15) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited; (16) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, product and packaging composition, manufacturing processes, intellectual property, labor and employment, antitrust, privacy, cybersecurity and data protection, artificial intelligence, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; (17) the ability to manage changes in applicable tax laws and regulations; and (18) the ability to successfully achieve our ambition of reducing our greenhouse gas emissions and delivering progress towards our environmental sustainability priorities. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from those projected herein is included in the section titled "Economic Conditions and Uncertainties" and the section titled "Risk Factors" (Part II, Item 1A) of this Form 10-Q.
Purpose, Approach and Non-GAAP Measures
The purpose of Management's Discussion and Analysis (MD&A) is to provide an understanding of Procter & Gamble's financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. The MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and accompanying Notes.
The MD&A is organized in the following sections:
•Overview
•Summary of Results – Three Months Ended September 30, 2024
•Economic Conditions and Uncertainties
•Results of Operations – Three Months Ended September 30, 2024
•Segment Results – Three Months Ended September 30, 2024
•Liquidity and Capital Resources
•Measures Not Defined by U.S. GAAP
Throughout the MD&A we refer to measures used by management to evaluate performance, including unit volume growth, net sales, net earnings, diluted net earnings per common share (diluted EPS) and operating cash flow. We also refer to a number of financial measures that are not defined under U.S. GAAP, consisting of organic sales growth, Core earnings per share (Core EPS), adjusted free cash flow and adjusted free cash flow productivity. The explanation at the end of the MD&A provides the definition of these non-GAAP measures, details on the use and the derivation of these measures, as well as reconciliations to the most directly comparable U.S. GAAP measure.
Management also uses certain market share and market consumption estimates to evaluate performance relative to competition despite some limitations on the availability and comparability of share and consumption information. References to market share and consumption in the MD&A are based on a combination of vendor-purchased traditional brick-and-mortar and online data in key markets as well as internal estimates. All market share references represent the percentage of sales of our products in dollar terms on a constant currency basis relative to all product sales in the category. The Company measures quarter to date market share through the most recent period for which market share data is available, which typically reflects a lag time of one or two months as compared to the end of the reporting period. Management also uses unit volume growth to evaluate drivers of changes in net sales. Organic volume growth reflects year-over-year changes in unit volume excluding the impacts of acquisitions and divestitures and certain one-time items, if applicable, and is used to explain changes in organic sales. Certain columns and rows may not add due to rounding.
OVERVIEW
P&G is a global leader in the fast-moving consumer goods industry, focused on providing branded consumer packaged goods of superior quality and value to our consumers around the world. Our products are sold in approximately 180 countries and territories, primarily through mass merchandisers, e-commerce (including social commerce) channels, grocery stores, membership club stores, drug stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency stores, pharmacies, electronics stores and professional channels. We also sell direct to individual consumers. We have on-the-ground operations in approximately 70 countries.
Our market environment is highly competitive with global, regional and local competitors. In many of the markets and industry segments in which we sell our products, we compete against other branded products as well as retailers' private-label brands. Additionally, many of the product segments in which we compete are differentiated by price tiers (referred to as super-
14 The Procter & Gamble Company
premium, premium, mid-tier and value-tier products). We believe we are well positioned in the industry segments and markets in which we operate, often holding a leadership or significant market share position.
The table below lists our reportable segments, including the product categories and brand composition within each segment.
Reportable SegmentsProduct Categories (Sub-Categories)Major Brands
Beauty
Hair Care (Conditioners, Shampoos, Styling Aids, Treatments)
Head & Shoulders, Herbal Essences, Pantene, Rejoice
Personal Care (1) (Antiperspirants and Deodorants, Personal Cleansing)
Native, Old Spice, Safeguard, Secret
Skin Care (1) (Facial Moisturizers, Cleaners and Treatments)
Olay, SK-II
Grooming
Grooming (Appliances, Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Grooming)
Braun, Gillette, Venus
Health Care
Oral Care (Toothbrushes, Toothpastes, Other Oral Care)
Crest, Oral-B
Personal Health Care (Gastrointestinal, Pain Relief, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care)
Metamucil, Neurobion, Pepto-Bismol, Vicks
Fabric & Home Care
Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents)
Ariel, Downy, Gain, Tide
Home Care (Air Care, Dish Care, P&G Professional, Surface Care)
Cascade, Dawn, Fairy, Febreze, Mr. Clean, Swiffer
Baby, Feminine & Family Care
Baby Care (Baby Wipes, Taped Diapers and Pants)
Luvs, Pampers
Feminine Care (Adult Incontinence, Menstrual Care)
Always, Always Discreet, Tampax
Family Care (Paper Towels, Tissues, Toilet Paper)
Bounty, Charmin, Puffs
(1)    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.
Throughout the MD&A, we reference business results by region, which are comprised of North America, Europe, Greater China, Latin America, Asia Pacific and India, Middle East and Africa (IMEA).
The following table provides the percentage of net sales and net earnings by reportable business segment (excluding Corporate) for the three months ended September 30, 2024:
Three Months Ended September 30, 2024
Net SalesNet Earnings
Beauty18 %17 %
Grooming8 %9 %
Health Care15 %16 %
Fabric & Home Care36 %35 %
Baby, Feminine & Family Care24 %23 %
Total Company100 %100 %
RECENT DEVELOPMENTS
Limited Market Portfolio Restructuring
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 incremental restructuring charges of approximately $0.8 billion after tax, 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.
Consistent with our historical policies for ongoing restructuring-type activities, resulting charges were funded by and included within Corporate for segment reporting. Restructuring charges above the normal ongoing level of restructuring costs are

The Procter & Gamble Company 15
reported as non-core charges. For more details on the restructuring program, refer to Note 11 to the Consolidated Financial Statements.

SUMMARY OF RESULTS – Three Months Ended September 30, 2024
The following are highlights of results for the three months ended September 30, 2024, versus the three months ended September 30, 2023:
•Net sales decreased 1% to $21.7 billion versus the prior year period. Net sales increased 2% in Health Care, 1% in Fabric & Home Care and decreased 5% in Beauty and 2% in Baby, Feminine & Family Care. Net sales in Grooming were unchanged. Organic sales, which exclude the impacts of acquisitions and divestitures and foreign exchange, increased 2%. Organic sales increased 4% in Health Care, 3% in Grooming and Fabric & Home Care and decreased 2% in Beauty. Organic sales in Baby, Feminine & Family Care were unchanged.
•Net earnings were $4.0 billion, a decrease of $569 million, or 12%, versus the prior year period due primarily to higher restructuring charges related to the substantial liquidation of operations in certain Enterprise Markets, including Argentina.
•Net earnings attributable to Procter & Gamble were $4.0 billion, a decrease of $562 million, or 12%, versus the prior year period.
•Diluted EPS decreased 12% to $1.61 due to the decrease in net earnings. Core EPS, which excludes incremental restructuring charges, increased 5% to $1.93.
•Operating cash flow was $4.3 billion. Adjusted free cash flow, which is defined as operating cash flow less capital expenditures and excluding payments for the transitional tax resulting from the U.S. Tax Act, was $3.9 billion. Adjusted free cash flow productivity, which is defined as adjusted free cash flow as a percentage of net earnings excluding a non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina, was 82%.
ECONOMIC CONDITIONS AND UNCERTAINTIES
Global Economic Conditions. Our products are sold in numerous countries worldwide, with more than half our sales generated outside the United States. Our largest international markets are Greater China, the United Kingdom, Canada, Japan and Germany and collectively comprised approximately 20% of our net sales in fiscal 2024. As a result, we are exposed to global macroeconomic factors, geopolitical tensions and government policies. We are exposed to market risks from operating in challenging environments due to economic, political and social instabilities, natural disasters, debt and credit issues, currency controls, foreign exchange and interest rate changes. These risks can negatively impact our net sales, net earnings and cash flows. For example, we are exposed to risks due to the ongoing war between Russia and Ukraine. Our Russia business accounted for less than 2% of consolidated net sales and net earnings in the fiscal year ended June 30, 2024 and less than 2% of net assets as of June 30, 2024.
Foreign Exchange. We have significant exposure to exchange rate fluctuations, both due to translation and transaction exposures. Translation exposures arise from measuring income statements of foreign subsidiaries with functional currencies other than the U.S. dollar. Transaction exposures involve impacts from 1) input costs that are denominated in currencies other than the local reporting currency and 2) revaluation of working capital balances denominated in currencies other than the functional currency. We have experienced significant foreign exchange impacts in the past due to the weakening of certain foreign currencies versus the US dollar, which have negatively impacted net sales, net earnings and cash flows. In response to the devaluation of foreign currencies (including those deemed highly inflationary), any lags or inability (due to government restrictions) to implement price increases or the negative impacts of such actions on product consumption may lead to a decline in our net sales, net earnings and cash flows.
Commodities and Supply Chain. Our costs are subject to fluctuations due to changes in commodity and input material prices, transportation costs, inflationary impacts and productivity efforts. We have significant exposures to certain commodities and input materials, in particular certain oil-derived materials like resins and paper-based materials like pulp. Volatility in the market price of commodities and input materials directly affects our costs. Disruptions in manufacturing, supply and distribution operations can lead to increased costs. Legal or regulatory requirements and sustainability initiatives may result in increased costs. We strive to implement, achieve and sustain cost improvement plans, including supply chain optimization and general overhead and workforce optimization. Increased pricing in response to certain inflationary or cost increases may also offset portions of the cost impacts; however, such price increases may negatively impact product consumption. If we are unable to manage cost impacts through pricing actions and consistent productivity improvements, it may negatively impact our net sales, net earnings and cash flows.
Government Policies. We are exposed to changes in U.S. and foreign government legislative, regulatory or enforcement policies that can have a negative impact on net sales, net earnings and cash flows. These include tax policy changes (both U.S. and foreign), including those resulting from the current work being led by the OECD/G20 Inclusive Framework focused on "Addressing the Challenges of the Digitalization of the Economy”. Government controls such as currency exchanges, pricing

16 The Procter & Gamble Company
and import authorizations as well as government policies related to environmental and climate change matters and changes to international trade agreements can also impact our financial performance.
For additional information on risk factors that could impact our business results, please refer to Risk Factors in Part I, Item 1A of the Company's Form 10-K for the fiscal year ended June 30, 2024.

RESULTS OF OPERATIONS – Three Months Ended September 30, 2024
The following discussion provides a review of results for the three months ended September 30, 2024, versus the three months ended September 30, 2023.
Three Months Ended September 30
Amounts in millions, except per share amounts20242023% Chg
Net sales$21,737$21,871(1)%
Operating income5,7975,7671%
Earnings before income taxes5,1405,802(11)%
Net earnings3,9874,556(12)%
Net earnings attributable to Procter & Gamble3,9594,521(12)%
Diluted net earnings per common share1.611.83(12)%
Core net earnings per common share1.931.835%
Three Months Ended September 30
COMPARISONS AS A PERCENTAGE OF NET SALES20242023Basis Pt Chg
Gross margin52.1 %52.0 %10 
Selling, general & administrative expense25.4 %25.6 %(20)
Operating income26.7 %26.4 %30 
Earnings before income taxes23.6 %26.5 %(290)
Net earnings18.3 %20.8 %(250)
Net earnings attributable to Procter & Gamble18.2 %20.7 %(250)
Net Sales
Net sales for the quarter decreased 1% to $21.7 billion as increased pricing of 1% was more than fully offset by unfavorable foreign exchange of 1% and rounding impacts. Unit volume and mix had a neutral impact on net sales. Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales increased 2% and organic volume increased 1%.
The following table summarizes key drivers of the change in net sales by reportable segment:
Net Sales Change Drivers 2024 vs. 2023 (Three Months Ended September 30) (1)
Volume with Acquisitions & DivestituresVolume Excluding Acquisitions & DivestituresForeign ExchangePriceMix
Other (2)
Net Sales Growth
Beauty(2)%— %(1)%1 %(3)%— %(5)%
Grooming4 %5 %(2)%1 %(3)%— %— %
Health Care(1)%(1)%(1)%1 %4 %(1)%2 %
Fabric & Home Care1 %1 %(1)%— %1 %— %1 %
Baby, Feminine & Family Care(1)%(1)%(1)%— %— %— %(2)%
Total Company— %1 %(1)%1 %— %(1)%(1)%
(1)Net sales percentage changes are approximations based on quantitative formulas that are consistently applied.    
(2)Other includes the sales mix impact from acquisitions and divestitures and rounding impacts necessary to reconcile volume to net sales.
Operating Costs
Gross margin increased 10 basis points to 52.1% of net sales for the quarter. The increase in gross margin was due to:
•170 basis points of manufacturing productivity savings and
•30 basis points of increase due to higher pricing.
These impacts were partially offset by:

The Procter & Gamble Company 17
•90 basis points of higher commodity costs,
•60 basis points of decline from unfavorable product mix including the decline of the super-premium SK-II brand and
•40 basis points of product and packaging investments.

Total SG&A spending decreased 2% to $5.5 billion versus the prior year period due to a decrease in other operating expenses. SG&A as a percentage of net sales decreased 20 basis points to 25.4% due to a decrease in other operating expenses, partially offset by an increase in marketing spending as a percentage of net sales. Marketing spending as a percentage of net sales increased 40 basis points as the increase in marketing spending was partially offset by productivity savings. Overhead costs as a percentage of net sales was unchanged as increased productivity savings were offset by an increase in overhead spending and foreign exchange impacts. Other operating expenses as a percentage of net sales decreased 60 basis points due primarily to higher foreign exchange transactional charges in the prior year period. Productivity-driven cost savings delivered 60 basis points of benefit to SG&A as a percentage of net sales.
Operating margin increased 30 basis points to 26.7% due to the increase in gross margin and the decrease in SG&A as a percentage of net sales, as discussed above. Operating income increased $30 million, or 1%, to $5.8 billion for the quarter as the decrease in net sales was more than offset by the increase in operating margin, the components of which are discussed above.
Non-Operating Expenses and Income
Interest expense was $238 million for the quarter, an increase of $13 million versus the prior year period. Interest income was $135 million for the quarter, an increase of $7 million versus the prior year period. Other non-operating income/(expense) was $(554) million, which is a decrease of $686 million versus the prior year period due primarily to a non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina.
Income Taxes
The effective income tax rate for the three months ended September 30, 2024, was 22.4%, compared to 21.5% for the three months ended September 30, 2023. The increase in the effective tax rate was driven by a 300 basis-point increase due primarily to the charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina, partially offset by a 160 basis-point decrease due to higher excess tax benefits of share-based compensation and a decrease driven by favorable geographic mix impacts.
Net Earnings
Net earnings decreased $569 million, or 12%, to $4.0 billion due primarily to the decrease in other non-operating income/(expense) discussed above. Foreign exchange had a positive impact of approximately $61 million on net earnings for the quarter, including both transactional and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars. Net earnings attributable to Procter & Gamble decreased $562 million, or 12%, to $4.0 billion for the quarter. Diluted EPS decreased 12% to $1.61 versus the prior year period due to the decrease in net earnings.
SEGMENT RESULTS – Three Months Ended September 30, 2024
The following discussion provides a review of results by reportable business segment. Analysis of the results for the three months ended September 30, 2024, is provided based on a comparison to the three months ended September 30, 2023. The primary financial measures used to evaluate segment performance are net sales and net earnings. The table below provides supplemental information on net sales, earnings before income taxes and net earnings by reportable business segment for the three months ended September 30, 2024, versus the comparable prior year period (dollar amounts in millions):
Three Months Ended September 30, 2024
Net Sales% Change Versus Year AgoEarnings/(Loss) Before Income Taxes% Change Versus Year AgoNet Earnings/(Loss)% Change Versus Year Ago
Beauty$3,892 (5)%$1,067 (15)%$840 (13)%
Grooming1,723 — %522 (2)%426 1 %
Health Care3,147 2 %953 7 %741 8 %
Fabric & Home Care7,710 1 %2,077 2 %1,621 3 %
Baby, Feminine & Family Care5,102 (2)%1,383 (2)%1,066 (1)%
Corporate163 N/A(862)N/A(707)N/A
Total Company$21,737 (1)%$5,140 (11)%$3,987 (12)%

Beauty
Three months ended September 30, 2024, compared with three months ended September 30, 2023
Beauty net sales decreased 5% to $3.9 billion as negative impacts of unfavorable mix of 3% (due primarily to the decline of the

18 The Procter & Gamble Company
super-premium SK-II brand, which has higher than segment-average selling prices), a 2% decrease in unit volume and unfavorable foreign exchange of 1% were partially offset by positive impacts of higher pricing of 1%. Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales decreased 2% and organic volume was unchanged. Global market share of the Beauty segment increased 0.3 points.
•Hair Care net sales decreased low single digits. Negative impacts of divestitures, unfavorable foreign exchange and a unit volume decrease were partially offset by positive impacts of favorable geographic and brand mix (due to growth of the premium Native brand) and higher pricing (driven by Europe and Latin America). The volume decrease was driven by a decline in Greater China (due to a more prominent market contraction in the retail channel where we have higher shares), partially offset by growth in North America (due to market growth) and Asia Pacific (due to increased marketing activity). Organic sales increased low single digits driven by double-digit growth in Latin America and a high single-digit growth in North America, partially offset by a double-digit decline in Greater China. Global market share of the Hair Care category decreased 0.6 points.
•Personal Care net sales increased high single digits. Positive impacts of an increase in unit volume, favorable product mix and higher pricing (primarily in North America) were partially offset by unfavorable foreign exchange. The volume increase was driven by growth in North America (due to innovation) and Europe (due to distribution expansion and innovation), partially offset by a decline in Greater China (due to market contraction). Organic sales increased high single digits due to a double-digit growth in North America, partially offset by a high single-digit decline in Greater China. Global market share of the Personal Care category increased 0.4 points.
•Skin Care net sales decreased more than 20%. Negative impacts of a decrease in unit volume and unfavorable mix (due primarily to the decline of the super-premium SK-II brand, which has higher than category-average selling prices), were partially offset by higher pricing primarily in Greater China. The volume decrease was driven by declines in all regions, led by Greater China (due primarily to the decline of the super-premium SK-II brand and market contraction) and North America (due to distribution losses). Organic sales decreased more than 20% due to a more than 30% decline in Asia Pacific and a more than 20% declines in Greater China and North America. Global market share of the Skin Care category decreased 0.4 points.
Net earnings decreased 13% to $840 million due to the decrease in net sales and a 210 basis-point decline in net earnings margin. Net earnings margin decreased due to a decrease in gross margin and an increase in SG&A as a percentage of net sales partially offset by a lower effective tax rate. The gross margin decline was driven by negative product mix (due to the decline of the super-premium SK-II brand) partially offset by increased productivity savings. SG&A as a percentage of net sales increased due primarily to the negative scale effects of the net sales decrease, partially offset by higher foreign exchange transactional charges in the prior year period. The lower effective tax rate was driven by favorable geographic mix.
Grooming
Three months ended September 30, 2024, compared with three months ended September 30, 2023
Grooming net sales were unchanged at $1.7 billion as the benefits of a 4% increase in unit volume and higher pricing of 1% (driven primarily by IMEA and Asia Pacific) were partially offset by unfavorable geographic mix of 3% and unfavorable foreign exchange of 2%. The volume increase was driven by growth in IMEA (due to increased distribution) and Europe (due to market growth). Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales increased 3% driven by a more than 20% growth in IMEA and a low single-digit growth in Europe, partially offset by a high single-digit decline in Greater China. Excluding the impact of acquisitions and divestitures, organic volume increased 5%. Global market share of the Grooming segment increased 0.9 points.
Net earnings increased 1% to $426 million due to a 30 basis-point increase in net earnings margin. Net earnings margin increased as a decrease in SG&A as a percentage of net sales and a lower effective tax rate were partially offset by a decrease in gross margin. The gross margin decrease was primarily driven by unfavorable geographic mix. SG&A as a percentage of net sales decreased due primarily to higher foreign exchange transactional charges in the prior year period. The lower effective tax rate was driven by favorable geographic mix.
Health Care
Three months ended September 30, 2024, compared with three months ended September 30, 2023
Health Care net sales increased 2% to $3.1 billion driven by favorable product mix of 4% and higher pricing of 1%, partially offset by a 1% decrease in unit volume and unfavorable foreign exchange of 1%. Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales increased 4%. Global market share of the Health Care segment increased 0.1 points.
•Oral Care net sales increased low single digits driven by the positive impacts of favorable product mix (due to growth of power brushes and premium paste, which have higher than category-average selling prices) partially offset by a decline in unit volume and unfavorable foreign exchange. The volume decrease was driven by declines in Greater China (due to market contraction and share losses) and IMEA (due to exit of operations in certain enterprise markets), partially offset by growth in North America (due to market growth and innovation). Organic sales increased low single digits driven by a high

The Procter & Gamble Company 19
single-digit increase in Europe and a mid-single-digit increase in North America, partially offset by a high-teens decrease in Greater China. Global market share of the Oral Care category increased 0.5 points.
•Personal Health Care net sales increased low single digits as the positive impacts of favorable product mix (due to the growth of respiratory products, which have higher than category-average selling prices) and higher pricing (driven by Latin America and Asia Pacific) were partially offset by unfavorable foreign exchange. Unit volume was unchanged as growth in North America (due to innovation and distribution gains) was offset by declines primarily in IMEA (due to increased competitive activity). Organic sales increased mid-single digits driven by a double-digit growth in Latin America and a high single-digit growth in North America, partially offset by a mid-single-digit decline in IMEA. Global market share of the Personal Health Care category decreased 0.1 points.
Net earnings increased 8% to $741 million due to the net sales growth and a 110 basis-point increase in net earnings margin. Net earnings margin increased due to an increase in gross margin and a decrease in SG&A as a percentage of net sales. The gross margin increase was driven primarily by favorable product mix (due to the growth in respiratory products, which have higher than segment-average gross margins). SG&A as a percentage of net sales decreased due to lower marketing spending and the positive scale impacts of the net sales increase.
Fabric & Home Care
Three months ended September 30, 2024, compared with three months ended September 30, 2023
Fabric & Home Care net sales increased 1% to $7.7 billion driven by a unit volume increase of 1% and favorable mix of 1%, partially offset by unfavorable foreign exchange of 1%. Excluding the impact of foreign exchange and acquisitions and divestitures, organic sales increased 3%. Global market share of the Fabric & Home Care segment increased 0.1 points.
•Fabric Care net sales were unchanged as the positive impact of favorable geographic mix was offset by unfavorable foreign exchange. Volume was unchanged as growth in North America (due to innovation) and Europe (due to increased marketing support) was fully offset by declines in Latin America (due to the substantial liquidation of operations in Argentina) and Asia Pacific (due to increased pricing). Organic sales increased low single digits driven by a high single-digit growth in Europe and a mid-single-digit growth in North America, partially offset by a low teens decline in IMEA and a double-digit decline in Latin America. Global market share of the Fabric Care category decreased 0.2 points.
•Home Care net sales increased low single digits. Positive impacts of favorable premium product mix and an increase in unit volume were partially offset by the negative impacts of unfavorable foreign exchange and divestitures. The increase in unit volume was due primarily to growth in North America (due to market growth) and Europe (due to distribution gains), partially offset by a decline in Latin America (due to the substantial liquidation of operations in Argentina). Organic sales increased mid-single digits driven by a high single-digit growth in Europe and mid-single-digit growth in North America. Global market share of the Home Care category increased 0.6 points.
Net earnings increased 3% to $1.6 billion due to the increase in net sales and a 50 basis-point improvement in net earnings margin. Net earnings margin increased due to an increase in gross margin partially offset by an increase in SG&A as a percentage of net sales. The gross margin increase was driven by increased productivity savings, partially offset by unfavorable foreign exchange and unfavorable mix due to the growth of premium products that have lower than segment-average gross margins. SG&A as a percentage of net sales increased due to an increase in marketing spending, partially offset by higher foreign exchange transactional charges in the prior year period.
Baby, Feminine & Family Care
Three months ended September 30, 2024, compared with three months ended September 30, 2023
Baby, Feminine & Family Care net sales decreased 2% to $5.1 billion due to a 1% decrease in unit volume and unfavorable foreign exchange of 1%. Excluding the impacts of foreign exchange and acquisitions and divestitures, organic sales were unchanged. Global market share of the Baby, Feminine & Family Care segment decreased 0.3 points.
•Baby Care net sales decreased high single digits. Negative impacts of a decrease in unit volume, unfavorable foreign exchange and divestitures were partially offset by favorable geographic and product mix (due to a higher proportion of premium diapers, which have higher than category-average selling prices). The unit volume decline was driven across most regions led by IMEA (due to share losses), Latin America (due to the substantial liquidation of operations in Argentina) and Europe (due to share losses). Organic sales decreased mid-single digits due to a mid-teens decline in IMEA and high single-digit decline in Europe, partially offset by a high single-digit growth in Greater China. Global market share of the Baby Care category decreased 0.3 points.
•Feminine Care net sales were unchanged. Positive impacts of favorable geographic mix and higher pricing (driven primarily by North America and IMEA) were partially offset by a decrease in unit volume and unfavorable foreign exchange. The volume decrease was primarily driven by declines in Greater China (due to share losses) and Europe (due to increased pricing), partially offset by growth in North America (due to market growth). Organic sales increased low single digits driven by a low single-digit growth in North America partially offset by a mid-single-digit decline in Greater China. Global market share of the Feminine Care category decreased 0.5 points.

20 The Procter & Gamble Company
•Net sales in Family Care, which is predominantly a North America business, increased low single digits driven by an increase in unit volume, partially offset by lower pricing (due to increased promotional spending). Organic sales increased mid-single digits. North America market share of the Family Care category was unchanged.
Net earnings decreased 1% to $1.1 billion as the decrease in net sales was partially offset by a 20 basis-point increase in net earnings margin. Net earnings margin increased primarily due to a slight increase in gross margin and a lower effective tax rate. Gross margin increased primarily due to increased productivity savings partially offset by higher commodity costs. SG&A as a percentage of net sales was unchanged as an increase in overhead spending was offset by higher foreign exchange transactional charges in the prior year period. The lower effective tax rate was driven by favorable geographic mix.
Corporate
Corporate includes certain operating and non-operating activities not allocated to specific business segments. These include but are not limited to incidental businesses managed at the corporate level, gains and losses related to certain divested brands or businesses, impacts from various financing and investing activities, impacts related to employee benefits, asset impairments and restructuring activities including manufacturing and workforce optimization. Corporate also includes reconciling items to adjust the accounting policies used within the reportable segments to U.S. GAAP. The most notable ongoing reconciling item is income taxes, which adjusts the blended statutory rates that are reflected in the reportable segments to the overall Company effective tax rate.
For the three months ended September 30, 2024, Corporate net sales increased $19 million to $163 million due to an increase in net sales of incidental businesses managed at the corporate level. Corporate net earnings decreased $539 million to a loss of $707 million for the quarter due primarily to incremental restructuring charges.

LIQUIDITY & CAPITAL RESOURCES
Operating Activities
Operating cash flow was $4.3 billion fiscal year to date, a decrease of $602 million versus the prior year period. Net earnings, adjusted for non-cash items (depreciation and amortization, share-based compensation expense, deferred income taxes and gain/loss on sale of assets), generated $5.8 billion of operating cash flow. Working capital and other impacts used $1.5 billion of cash in the period primarily driven by the payment of prior fiscal year-end incentive compensation accruals, reduction in postretirement benefit accruals and current portion of the transitional tax payments related to the U.S. Tax Act. Days sales outstanding were flat and Days inventory on hand increased one day.
Investing Activities
Investing activities used $1.1 billion of cash fiscal year to date primarily driven by capital expenditures and the settlement of net investment hedges.
Financing Activities
Financing activities used $0.6 billion of net cash fiscal year to date, mainly due to dividends to shareholders and treasury stock purchases, partially offset by a net debt increase and the impact of stock options and other.
As of September 30, 2024, our current liabilities exceeded current assets by $9.0 billion. We anticipate being able to support our short-term liquidity and operating needs largely through cash generated from operations. We have strong short- and long-term debt ratings that have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in commercial paper and bond markets. In addition, we have agreements with a diverse group of financial institutions that, if needed, should provide sufficient funding to meet short-term financing requirements.
MEASURES NOT DEFINED BY U.S. GAAP
In accordance with the SEC's Regulation S-K Item 10(e), the following provides definitions of the non-GAAP measures and the reconciliation to the most closely related GAAP measure. We believe that these measures provide useful perspective on underlying business trends (i.e., trends excluding non-recurring or unusual items) and results and provide a supplemental measure of period-to-period results. The non-GAAP measures described below are used by management in making operating decisions, allocating financial resources and for business strategy purposes. These measures may be useful to investors, as they provide supplemental information about business performance and provide investors a view of our business results through the eyes of management. These measures are also used to evaluate senior management and are a factor in determining their at-risk compensation. These non-GAAP measures are not intended to be considered by the user in place of the related GAAP measures but rather as supplemental information to our business results. These non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted.
Organic sales growth. Organic sales growth is a non-GAAP measure of sales growth excluding the impacts of acquisitions and divestitures and foreign exchange from year-over-year comparisons. We believe this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis. This measure is used in assessing the achievement of management goals for at-risk compensation.


The Procter & Gamble Company 21
The following table provides a numerical reconciliation of organic sales growth to reported net sales growth:
Three Months Ended September 30, 2024Net Sales GrowthForeign Exchange Impact
Acquisition & Divestiture Impact/Other (1)
Organic Sales Growth
Beauty(5)%1 %2 %(2)%
Grooming— %2 %1 %3 %
Health Care2 %1 %1 %4 %
Fabric & Home Care1 %1 %1 %3 %
Baby, Feminine & Family Care(2)%1 %1 %— %
Total Company(1)%1 %2 %2 %
(1)Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales.
Adjusted free cash flow. Adjusted free cash flow is defined as operating cash flow less capital expenditures and excluding payments for the transitional tax resulting from the U.S. Tax Act. Adjusted free cash flow represents the cash that the Company is able to generate after taking into account planned maintenance and asset expansion. We view adjusted free cash flow as an important measure because it is one factor used in determining the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investments.
The following table provides a numerical reconciliation of adjusted free cash flow ($ millions):
Three Months Ended September 30, 2024
Operating Cash FlowCapital SpendingU.S. Tax Act PaymentsAdjusted Free Cash Flow
$4,302 $(993)$562 $3,871 
Adjusted free cash flow productivity. Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings excluding a non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina. We view adjusted free cash flow productivity as a useful measure to help investors understand P&G’s ability to generate cash. Adjusted free cash flow productivity is used by management in making operating decisions, in allocating financial resources and for budget planning purposes. This measure is also used in assessing the achievement of management goals for at-risk compensation.
The following table provides a numerical reconciliation of adjusted free cash flow productivity ($ millions):
Three Months Ended September 30, 2024
Adjusted Free Cash FlowNet Earnings
Adjustments to
Net Earnings (1)
Net Earnings
as Adjusted		Adjusted Free Cash
Flow Productivity
$3,871 $3,987 $752 $4,739 82 %
(1)Adjustments to Net earnings relate to a non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina.


22 The Procter & Gamble Company
Core EPS. Core EPS is a measure of the Company's diluted EPS excluding items that are not judged by management to be part of the Company's sustainable results or trends. Management views this non-GAAP measure as a useful supplemental measure of Company performance over time. This measure is also used in assessing the achievement of management goals for at-risk compensation. The Core earnings measures included in the following reconciliation tables refer to the equivalent GAAP measures adjusted as applicable for the following items:
•Incremental restructuring: The Company has historically had an ongoing level of restructuring activities of approximately $250 - $500 million before tax. 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. The adjustment to Core earnings includes the restructuring charges that exceed the normal, recurring level of restructuring charges.
We do not view the above items to be part of our sustainable results, and their exclusion from core earnings measures provides a more comparable measure of year-on-year results. These items are also excluded when evaluating senior management in determining their at-risk compensation.
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
Reconciliation of Non-GAAP Measures
Three Months Ended September 30, 2024Three Months Ended September 30, 2023
Amounts in millions except per share amountsAs Reported (GAAP)Incremental RestructuringCore
(Non-GAAP)
As Reported
(GAAP) (1)
Cost of products sold$10,421 $20 $10,441 $10,501 
Selling, general and administrative expense5,519 (25)5,494 5,604 
Operating income5,797 5 5,802 5,767 
Other non-operating income/(expense), net(554)789 235 132 
Income taxes1,152 (7)1,145 1,246 
Net earnings attributable to P&G3,959 801 4,761 4,521 
Core EPS
Diluted net earnings per common share (2)
$1.61 $0.32 $1.93 $1.83 
(1)For the three months ended September 30, 2023, there were no adjustments to or reconciling items for Core EPS.
(2)Diluted net earnings per common share are calculated on Net earnings attributable to Procter & Gamble.
CHANGE VERSUS YEAR AGO
Net earnings attributable to P&G(12)%
Core net earnings attributable to P&G5 %
Diluted net earnings per common share(12)%
Core EPS5 %
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the Company’s exposure to market risk since June 30, 2024. Additional information can be found in Note 9, Risk Management Activities and Fair Value Measurements, of the Company's Form 10-K for the fiscal year ended June 30, 2024.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s Chairman of the Board, President and Chief Executive Officer, Jon R. Moeller, and the Company’s Chief Financial Officer, Andre Schulten, performed an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act)) as of the end of the period covered by this report.
Messrs. Moeller and Schulten have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including Messrs. Moeller and Schulten, to allow their timely decisions regarding required disclosure.

The Procter & Gamble Company 23
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the Company’s fiscal quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1.Legal Proceedings
The Company is 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 issues, patent and trademark matters, labor and employment matters and tax. In addition, SEC regulations require that we disclose certain environmental proceedings arising under Federal, State or local law when a governmental authority is a party and such proceeding involves potential monetary sanctions that the Company reasonably believes will exceed a certain threshold ($1 million or more).
There were no material changes during the quarter ended September 30, 2024, to our disclosure in Part I, Item 3, “Legal Proceedings” of our Form 10-K for the fiscal year ended June 30, 2024. There were no relevant matters to disclose under this Item for this period.

24 The Procter & Gamble Company
Item 1A.Risk Factors
For information on risk factors, please refer to "Risk Factors" in Part I, Item 1A of the Company's Form 10-K for the fiscal year ended June 30, 2024.
Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)
Approximate Dollar Value of Shares That May Yet Be Purchased Under Our Share Repurchase Program
7/01/2024 - 7/31/20247,354,034 $166.845,232,113 
(3)
8/01/2024 - 8/31/20246,320,000 168.326,320,000 
(3)
9/01/2024 - 9/30/2024— — — 
(3)
Total13,674,034 $167.5211,552,113 (3)
(1)All transactions are reported on a trade date basis and were made in the open market with large financial institutions. This table excludes shares withheld from employees to satisfy tax withholding requirements on option exercises and other equity-based transactions. The Company administers cashless exercises through an independent third party and does not repurchase stock in connection with cashless exercises.
(2)Average price paid per share for open market transactions excludes commission.
(3)In accordance with the repurchase program announced on July 30, 2024, the Company reaffirmed in its earnings release on October 18, 2024, that it expects to reduce outstanding shares through direct share repurchases at a value of $6 to $7 billion in fiscal year 2025, notwithstanding any purchases under the Company's compensation and benefit plans. Purchases may be made in the open market and/or private transactions and purchases may be increased, decreased or discontinued at any time without prior notice. The share repurchases are authorized pursuant to a resolution issued by the Company's Board of Directors and are expected to be financed by a combination of operating cash flows and issuance of debt.    
Item 5.Other Information
During the three months ended September 30, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

The Procter & Gamble Company 25
Item 6.Exhibits
101.SCH (1)
Inline XBRL Taxonomy Extension Schema Document
101.CAL (1)
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)
Inline XBRL Taxonomy Definition Linkbase Document
101.LAB (1)
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE (1)
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
*Compensatory plan or arrangement
+Filed herewith
(1)
Pursuant to Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
THE PROCTER & GAMBLE COMPANY
October 18, 2024/s/ MATTHEW W. JANZARUK
Date(Matthew W. Janzaruk)
Senior Vice President - Chief Accounting Officer
(Principal Accounting Officer)



Exhibit (10.1)

Company’s Form of Separation Agreement & Release


























image_0.jpg

SEPARATION AGREEMENT & RELEASE


To:    «Employee_Name»
Date:    «Actual_Offer_Date»

«Company» (“P&G”) is willing to provide you with certain assistance following your employment separation from the Company. The following, which is subject to your approval, sets forth our proposed agreement to do so. Your receipt of the benefits described below is conditioned upon your accepting, and abiding by, the terms of this Agreement.

Employment Separation Date:
Your Employment Separation Date will be «Exit_Date», referred to as your “Employment Separation Date.” You understand and agree that if P&G determines that you engaged in misconduct during your employment, or if you fail to perform your work and responsibilities in a satisfactory manner up to and including your Employment Separation Date, P&G may terminate your employment immediately and will not provide, nor be obligated to provide, the payment(s) and other benefits described in this Agreement. Otherwise, unless noted below, your pay and benefits will cease as of your Employment Separation Date.
Separation Payment:
As soon as administratively practical after your Employment Separation Date, P&G will provide you with a Separation Payment of $«Total_Amount», less legally required withholdings and deductions. In no event will payment be made before expiration of the seven-day revocation period discussed below or later than the March 15th of the year following the year which includes your Employment Separation Date. The Separation Payment will be the only monetary assistance P&G provides upon your separation.  Other resources may be available to you as a participant in general compensation and benefit plans, which it will be your responsibility to identify and make any necessary arrangements upon separation.

Amounts you owe to P&G as of your Employment Separation Date, including, but not limited to, wage and/or benefit overpayments and unpaid loans, will also be deducted from the Separation Payment.


Payment for Unvested PST:
If you are not fully-vested in the Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan (“PST”) as of your Employment Separation Date, as soon as administratively practical after your Employment Separation Date, but no later than the March 15th of the year following the year which includes your Employment Separation Date, you will receive a lump sum payment in an amount substantially equivalent to the non-vested credits in your account in the PST.
STAR Awards:
As of your Employment Separation Date, if you were otherwise eligible for a STAR award and you worked at least 28 days (4 calendar weeks) during that fiscal year, you will receive a pro-rated STAR award for that fiscal year. Your STAR award will be pro-rated by dividing the number of calendar days during the fiscal year from July 1 through your Employment Separation Date by 365. However, if you are on a leave of absence prior to your Employment Separation Date, your first day out of the office will be used to calculate the pro-rated percent. 

Your STAR award will be paid in cash in the September (but no later than September 15th) immediately following the end of the fiscal year in which you terminate. Any current election for Stock Options will be reverted to cash.
Equity Awards:
Your separation will be treated as a Special Separation for purposes of any outstanding equity awards granted under the Procter & Gamble 2009 Stock and Incentive Compensation Plan or the Gillette Company 2004 Long-Term Incentive Plan and, as a result, you will retain the awards subject to the original terms and conditions of the awards.  You will also retain awards granted under the Procter & Gamble 2014 Stock & Incentive Compensation Plan and the Procter & Gamble 2019 Stock & Incentive Compensation Plan subject to the terms and conditions of those Awards.  For any award granted under the Long-Term Incentive Program (LTIP) and/or Performance Stock Program (PSP) within one year prior to the separation date, that award will be prorated based on the number of days worked in the 12 months following the October grant date, with a minimum of 28 days worked beyond the October grant date. 
 
This Separation Letter & Release does not alter the rights and obligations that you may have under the Procter & Gamble 2019 Stock & Incentive Compensation Plan, the Procter & Gamble 2014 Stock & Incentive Compensation Plan, the Procter & Gamble 2009 Stock and Incentive Compensation Plan, and the Gillette Company 2004 Long-Term Incentive Plan.


Current Health, Dental, and Life Insurance Benefits:
If you are enrolled in P&G’s active health (including medical, prescription drug, and EAP coverage), active dental, and company-paid life insurance coverage, that coverage will continue under the same terms until «Benefits_End_Date».

If you continue to receive P&G active health coverage during the extension of benefits period, that coverage will be impacted if you (or your eligible dependents, including but not limited to your spouse or domestic partner) are or become eligible for Medicare.  For more information on this impact, see the Coordination with Medicare section in the Summary Plan Description for your P&G active health coverage. 

If you continue to receive P&G active health coverage during the extension of benefits period, you may be entitled to continue your health and dental coverage under COBRA when the extension of benefits period ends.  If you are entitled to COBRA continuation coverage, you will receive a notice of your right to elect COBRA.


Retiree Medical and Dental Benefits:
If you were eligible for P&G retiree healthcare coverage on your Employment Separation Date, you will be eligible to enroll in P&G’s retiree medical and dental insurance coverage. You are eligible for P&G retiree healthcare coverage if you satisfy the regular retiree eligibility rules (i.e., you are a Regular Retiree) as of your Employment Separation Date. Under the terms of this Agreement, you also are eligible for P&G retiree healthcare coverage as a Special Retiree by satisfying the Rule of 70 as of your Employment Separation Date. You satisfy the Rule of 70 when your full years of age plus your full years of service equal 70. If you are eligible for P&G’s retiree healthcare coverage as either a Regular Retiree or a Special Retiree as of your Employment Separation Date, you should contact P&G Benefits Services before your extension of coverage ends to request retiree healthcare enrollment information. For details regarding the terms and conditions of your retiree health coverage, please refer to and review the summary plan descriptions, available at the P&G Benefits website.
Important Note: If you become employed by a direct competitor of P&G (as determined by P&G’s Chief Human Resources Officer) in an officer and/or director capacity, you will not be eligible for coverage under P&G’s retiree healthcare coverage as long as you remain employed by such competitor. If you have questions, please contact P&G Benefits Services at 1-844-786-6588.1
Outplacement Services:
P&G’s preferred third-party provider will provide services to assist you in managing your transition to a new future, based on your interest. Services include pre-decision counseling, career transition programs, and job development opportunities. P&G’s preferred third-party provider will also assist you in preparing for your job search, including résumé preparation, cover letters, other written materials and interview and networking training.
After accepting this Agreement, and after obtaining your manager’s approval, you may begin utilizing outplacement services on a limited basis prior to your Employment Separation Date, consistent with the needs of the business and your responsibilities to complete and/or transition your work. Note that you must begin utilizing outplacement services within 45 days of your Employment Separation Date to be eligible for this benefit.
1 Special rules apply to Gillette Heritage Employees with regard to retiree medical eligibility and the retiree medical cost sharing under the retiree medical plan. If you are a Gillette Heritage Employee, you will receive a separate handout on your retiree medical eligibility.


Retraining:
[Not Applicable].
No Consideration Without Executing this Agreement:
You affirm that you understand and agree that you would not receive the separation payment and/or benefits specified in this Agreement without executing this Agreement and fulfilling the promises contained in it.  Except as provided in this Agreement or under the terms and conditions of an applicable benefit plan or policy sponsored by P&G, you shall not be due any payments or benefits from P&G in connection with your separation from employment.
Continued Employment Through Your Employment Separation Date:
You agree to perform your work and responsibilities as an employee in a satisfactory manner up to and including your Employment Separation Date, including compliance with all provisions of this “Separation Agreement and Release.” If P&G determines that you have engaged in misconduct during your employment, you understand and agree that P&G may terminate your employment immediately and will not provide, nor will it be obligated to provide, you with the Separation payment, medical benefits, outplacement, retraining and other benefits described above. If you have already received any such pay or benefits, you agree to repay them to P&G upon demand.
No Admission of Wrongdoing:
You affirm that you understand and agree that neither this Agreement nor the furnishing of the consideration for this Agreement, including the Separation Payment, shall be deemed or construed at any time for any purpose as an admission by P&G of wrongdoing or evidence of any liability or unlawful conduct of any kind.


Release of Claims – Including Age Discrimination and Employment Claims:
[If the Employee is a resident of: California, Massachusetts, Minnesota, New Jersey, or West Virginia, replace the language below with the State Specific language that can be found here: State Specific Release Language.docx ]
 
You hereby release P&G from any and all claims or rights you may have against P&G.  The term “P&G” includes, «Company», The Procter & Gamble Company and any of its and their present, former and future owners, parents, affiliates and subsidiaries, and its and their directors, officers, shareholders, employees, agents, benefit plans, trustees, fiduciaries, servants, representatives, predecessors, successors and assigns.  This release applies to claims about which you now know or may later discover, and includes but is not limited to: (1) claims arising under the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621, et seq.; (2) claims arising under any other federal, state or local law, regulation or ordinance or other order that regulates the employment relationship and/or employee benefits; and (3) claims arising out of or relating in any way to your employment with P&G or the conclusion of that employment.  This release does not apply to claims that may arise after the date you sign this letter or that may not be released under applicable law.  

You are not waiving any rights you may have to: (a) your own vested accrued employee benefits under the P&G health, welfare, or retirement benefit plans as of your Employment Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; (d) enforce this Agreement; and/or (e) challenge the validity of this Agreement.  



  
Governmental Agencies: Nothing in this Separation Letter & Release prohibits, prevents, or otherwise limits you from filing a charge or complaint with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC, OSHA, etc.) or in any legislative or judicial proceeding nor does anything in this Separation Letter & Release preclude, prohibit, or otherwise limit, in any way, your rights and abilities to contact, communicate with, or report unlawful conduct, or provide documents, to federal, state, or local officials for investigation or participate in any whistleblower program administered by any such agencies. In addition, nothing in this Separation Letter & Release, including, but not limited to, the release of claims nor the confidential business information, and return of company property clauses, prohibit you from: (1) reporting possible violations of federal or other law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, the U.S. Congress, or any agency Inspector General; (2) making any other disclosures that are protected under the whistleblower provisions of federal or other law or regulations; or (3) filing a charge or complaint or otherwise fully participating in any governmental whistleblower programs, including but not limited to any such programs managed or administered by the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission or the Occupational Safety and Health Administration. You are not required to notify or obtain permission from P&G when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity. Moreover, nothing in this Separation Letter & Release prohibits or prevents you from receiving individual monetary awards or other individual relief by virtue of participating in such governmental whistleblower programs.  


Confidential, Proprietary, Trade Secret Information:
Subject to the “Governmental Agencies” portion of the “Release of Claims – Including Age Discrimination and Employment Claims” above, you agree that you will not use or share any confidential, proprietary or trade secret information about any aspect of P&G’s business with any non-P&G employee or business entity at any time in the future. You further agree that you will not obtain, transfer or have in your possession any confidential, proprietary or trade secret information on or after your Employment Separation Date, even information you may have created yourself or to which you may have contributed as a P&G employee. Confidential, proprietary or trade secret information includes, but is not limited to, marketing and advertising plans, pricing information, upstream plans, specific areas of research and development, project work, product formulation, processing methods, assignments of individual employees, testing and evaluation procedures, cost figures, construction plans, and special techniques or methods of any kind.
Notwithstanding the requirements of confidentiality contained in this section, the federal Defend Trade Secrets Act of 2016 immunizes you against criminal and civil liability under federal or state trade secret laws for your disclosure of trade secrets that is made i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or iii) to your attorney for use in a lawsuit alleging retaliation for reporting a suspected violation of law, provided that any document containing the trade secret is filed under seal and you do not otherwise disclose the trade secret, except pursuant to court order.

For the purposes of this section, it shall be conclusively presumed that you have knowledge or information to which you were directly exposed through the actual receipt of memos or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed. The provisions of this section are not in lieu of, but are in addition to, your continuing obligation to not use or disclose P&G’s trade secrets and confidential information known to you until any particular trade secret or confidential information becomes generally known (through no fault of yours). Information regarding products in development, in test market or being marketed or promoted in a discrete geographic region, which information P&G is considering for a broader use, shall not be deemed generally known until such broader use is actually commercially implemented. Also, “generally known” means known throughout the domestic United States industry or, if you have job responsibilities outside of the United States, the appropriate foreign country or countries’ industry.
If any restriction in this section is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it will be modified and interpreted to extend only over the maximum period of time, range of activities or geographic area so that it may be enforceable.
If you are a participant in the Procter & Gamble 2009 Stock and Incentive Compensation Plan you are also bound by the terms of Article F – Restrictions & Covenants of those plans, which are incorporated herein by reference.
If you are a participant in the Procter & Gamble 2019 Stock and Incentive Compensation Plan or the Procter & Gamble 2014 Stock and Incentive Compensation Plan, you are also bound by the terms of Article 6 – Restrictions and Covenants of those plans which are incorporated herein by reference.


If any restriction in this section is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it will be modified and interpreted to extend only over the maximum period of time, range of activities or geographic area so that it may be enforceable.

If you are a participant in the Procter & Gamble 2009 Stock and Incentive Compensation Plan you are also bound by the terms of Article F – Restrictions & Covenants of those plans, which are incorporated herein by reference.

If you are a participant in the Procter & Gamble 2019 Stock and Incentive Compensation Plan or the Procter & Gamble 2014 Stock and Incentive Compensation Plan, you are also bound by the terms of Article 6 – Restrictions and Covenants of those plans which are incorporated herein by reference.
Non-Solicitation:
You acknowledge, as a participant in the Procter & Gamble 2019 Stock and Incentive Compensation Plan, the Procter & Gamble 2014 Stock & Incentive Compensation Plan, the Procter & Gamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001 Stock and Incentive Plan, the Procter & Gamble 1992 Stock Plan, and/or the Gillette Company 2004 Long-Term Incentive Plan that you are bound to comply with the Plans’ non-solicitation obligations. Specifically, you agree that you will not, for 5 years following your Employment Separation Date, attempt to directly or indirectly induce any employee of P&G or its affiliates or subsidiaries to be employed or perform services elsewhere or attempt directly or indirectly to solicit the trade or business of any current or prospective customer, supplier or partner of P&G or its affiliates or subsidiaries.


Acknowledgements and Affirmations:
Subject to the “Governmental Agencies” portion of the “Release of Claims – Including Age Discrimination and Employment Claims” above, you affirm that you have not filed, caused to be filed, or presently are a party to any claim against P&G.
You affirm that you have been paid and/or have received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date you sign this Agreement. To the extent that you are required to report hours worked, you affirm that you have reported all hours worked as of the date you sign this Agreement.
You affirm that you have been granted any leave to which you were entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.
You further affirm that you have no known workplace injuries or occupational diseases that have not been reported.
Assignment of Intellectual Property:
You will promptly and fully disclose, transfer and assign to P&G all inventions and any other intellectual property (collectively “Intellectual Property”) made or conceived by you during your employment with P&G. You agree to fully cooperate in executing any papers required for establishing or protecting the Intellectual Property and for establishing P&G’s ownership, even if such cooperation is necessary after your Employment Separation Date.
Return of P&G Property:
You agree that by your Employment Separation Date, you will return to P&G in good condition all of its equipment, materials and information that were in your possession, custody or control (including, but not limited to, work product, notes, files, memoranda, instructional or personnel manuals, computers, phones, iPads, tablets files, documents, credit cards, keys and identification badges). You further agree that you will provide your manager with all passwords to P&G electronic communication and data systems before your Employment Separation Date.

You understand and agree that technical, product, business, financial, personnel, and other physical or personal property that you received, prepared, or helped to prepare in connection with your employment with P&G, is P&G property and must be returned to P&G prior to your Employment Separation Date. You further understand and agree that if P&G later discovers that you retained and/or forwarded to yourself P&G property, you will have violated the terms of this Separation Letter & Release, P&G will not be obligated to provide the benefits described in this Letter, and you will be required to return any benefits received under this Separation Letter & Release.


Ethics Compliance:
Subject to the “Governmental Agencies” portion of the “Release of Claims – Including Age Discrimination and Employment Claims” above, you agree that you provided P&G all information known to you regarding any violations of the Procter & Gamble Worldwide Business Conduct Manual and/or any other violations of P&G policy or the law.
Severability:
If any court of competent jurisdiction or arbitrator should later find that any portion of this Agreement is invalid, that invalidity will not affect the enforceability of any other portion of this Agreement.
Employment References:
Pursuant to P&G’s standard policies, in connection with any and all potential employers seeking references directly from P&G, you agree to refer all such reference inquiries to P&G’s employment verification vendor. Information can be found on the GetHelp Portal by searching “Employment and Income Verification”.
No Reliance:
This Agreement sets forth the entire agreement between you and P&G and fully supersedes any prior agreements or understanding between the parties except that if you are a participant in the Procter & Gamble 2009 Stock and Incentive Compensation Plan, the terms of Article F – Restrictions & Covenants of those plans remain in full force and effect and are incorporated herein by reference and if you are a participant in the Procter & Gamble 2019 Stock and Incentive Compensation Plan or the Procter & Gamble 2014 Stock and Incentive Compensation Plan, the terms of Article 6 – Restrictions & Covenants of those plans remain in full force and are in effect and are incorporated herein by reference. In deciding to accept this Agreement, you agree that you have not relied upon any statements or promises by P&G, its managers, agents or employees, other than those set forth in this Agreement. No other promises or agreements concerning the matters described in this Agreement shall be binding unless in a subsequent document signed by these parties.
Your Attorney:
You acknowledge that you have been and hereby are advised to consult with legal counsel before accepting this Agreement and have either done so or have voluntarily declined to do so.


Timing for Acceptance or Revocation:
You have forty-five (45) calendar days in which to consider this Agreement in which you waive important rights, including those under the Age Discrimination in Employment Act of 1967. If you choose to sign this Agreement, please do so by indicating your acceptance of this Agreement with your electronic signature in P&G’s electronic system. We advise you to consult with an attorney of your choosing prior to signing this Agreement. Further, you may within seven (7) calendar days following the date you accept this Agreement, cancel and terminate the Agreement by giving written notice of your intention to revoke the Agreement to your immediate manager, and by returning to P&G any remuneration or benefits that have been advanced to you in anticipation of your not revoking your Agreement and to which you are not entitled. If notice of your revocation is mailed, it must be postmarked within seven (7) calendar days after you sign this Agreement.
You agree that any modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner the original up to forty-five (45) calendar day consideration period.
Applicable Law:
Ohio law will apply in connection with any dispute or proceeding concerning this Agreement without regard to Ohio’s conflict of laws provisions.  
The benefits described in this Agreement and pursuant to the Summary Plan Description for the Procter & Gamble Basic Separation Program for U.S. Employees (to be obtained from your HR Business Partner), are the special benefits you will receive by signing this Agreement. To the extent this Agreement describes benefits under other benefit plans and policies sponsored by P&G, these special benefits are also described in the summary plan descriptions for those plans. As such, nothing in this Agreement amends or changes the terms of any P&G-sponsored employee benefit plan or policy.

After your Employment Separation Date, you will no longer be an active P&G employee, which may affect your coverage under those plans and policies. For example, plans may require that you enroll in Medicare to be eligible for coverage. For more information on how not being an active P&G employee may affect your coverage, please refer to and review the summary plan descriptions for each plan.

To accept this separation package according to the terms of the above Agreement, go back to the e-mail and electronic link you received and click on the “Accept” button. By clicking “Accept,” you acknowledge that you have read the entire Agreement, that you understand it, and that you voluntarily accept its terms. You further agree that you understand that it is a legally binding agreement, that you have been advised to consult with an attorney, that you have been given 45 days to consider the Agreement, and that you can revoke your acceptance within seven days of accepting the Agreement by providing written notification to your immediate manager. If you do not wish to accept the terms of this Agreement, click on the “Decline” button.





Exhibit (10.2)

The Procter & Gamble Performance Stock Program Summary




PERFORMANCE STOCK PROGRAM SUMMARY
(Effective July 1, 2024)

The Performance Stock Program (“PSP”) is a part of The Procter & Gamble Company’s (the “Company”) long-term incentive (“LTI”) compensation and is designed to provide additional focus on key Company measures for top executives with senior management responsibility for total Company results. Awards granted under the PSP (“PSP Awards”) are made pursuant to authority delegated to the Compensation & Leadership Development Committee (the “C&LD Committee”) by the Board of Directors for determining compensation for the Company’s principal officers and for making awards under the Procter & Gamble 2019 Stock and Incentive Compensation Plan (the “2019 Plan”) or any successor stock plan approved in accordance with applicable listing standards.

I.    ELIGIBILITY

The Chairman of the Board and/or Chief Executive Officer and those active executives at Band 6 or above as of June 1 prior to the grant date and recommended by management are eligible to participate (“Participants”). In special circumstances such as for acquisitions or experienced hires, the CHRO may authorize participation for Band 6 or above employees who are not active as of June 1 but are active employees as of the grant date.


II.    OVERVIEW

A significant portion of the Band 6 and above compensation is delivered through two long-term incentive programs tied to Company performance: PSP and the Long-term Incentive Program.
Total long-term incentive compensation targets are based on relevant competitive market data considering the median total long-term compensation of comparable positions, regressed for revenue size. The C&LD Committee establishes the Peer Group and sets compensation targets for all Principal Officers including the CEO. The CEO approves compensation targets for non-Principal Officers (generally Band 6 managers).
The C&LD Committee determines the long-term incentive award for the CEO. The CEO recommends all other Principal Officer awards to the C&LD Committee based on benchmarked long-term compensation targets, adjusted for business results and individual contributions attributable to each executive and including that individual’s leadership skills. The C&LD Committee retains full authority to accept, modify, or reject these recommendations. The CEO approves awards for participants who are not Principal Officers based on long-term compensation targets, business results and individual contributions. Long-term incentive awards can be up to 50% above or 50% below the benchmarked target. In exceptional cases, no award will be made. After total LTI award size is determined then approximately half of each Band 7 manager’s long-term compensation is allocated to PSP via an Initial PSU Grant (as defined below). The remaining portion is a Long-term Incentive Program Grant. Approximately 25% of each Band 6 manager’s total LTI is allocated to PSP with the remainder awarded under the Long-term Incentive Program.

PSP rewards Participants for Company performance against certain three-year performance goals in categories established by the C&LD Committee. The C&LD Committee sets these performance goals for each three-year period that begins on July 1 and ends on June 30 three years later (“Performance Period”). In the first year of each Performance Period, the C&LD Committee grants Performance Stock Units (“PSUs”) to Participants that will vest at the end of the Performance Period based on the Company’s performance relative to the pre-established performance goals (“Initial PSU Grant”). The number of


PSUs that vest at the end of the Performance Period depends on the Company’s performance against the pre-established performance goals. Vested PSUs, including dividend equivalents, are converted into shares of the Company’s common stock (“Common Stock”) delivered to the applicable Participant within 60 days following the end of the Performance Period, or such later date as may be elected by the Participant in accordance with Section 409A of the Internal Revenue Code (“Section 409A”).

III.    PERFORMANCE CATEGORIES

The PSP Award is based on the Company’s performance in each of the following categories (each a “Performance Category”) and weighted as indicated:

•Organic sales growth (percentile rank in the competitive peer group)* – 30%
•Constant currency core before-tax operating profit growth – 20%
•Core earnings per share (EPS) growth – 30%
•Adjusted free cash flow productivity – 20%

Awards will be further adjusted based on the three-year relative total shareholder return (R-TSR) of P&G compared to the competitive peer group*. Awards will be adjusted for top quartile performance using a 125% multiplier to increase awards, and reduced for bottom quartile performance using a 75% multiplier.
* Competitive peer group is defined in the PSP Accounting Guidelines.

Within the first 90 days of each Performance Period, the C&LD Committee sets three-year performance goals (“Performance Goals”) for each Performance Category for such Performance Period and establishes a sliding scale to measure the Company’s performance against each Performance Goal in each Performance Category. The C&LD Committee uses the sliding scale to establish a payout factor between 0% and 200% for each Performance Category (a “Sales Factor”, “Profit Factor”, “EPS Factor” and “Cash Flow Factor”, collectively, “Performance Factors”). The final aggregated payout factor (including the R-TSR multiplier) may not exceed 200%.

In all cases, the C&LD Committee retains the discretion to include or exclude certain of the Performance Categories for purposes of determining the PSP Award. The C&LD Committee may reduce or eliminate any payment if it determines that such payout is inconsistent with long-term shareholders’ interests or incongruous with the overall performance of the company.

PSP awards will have the following terms unless otherwise approved by the C&LD Committee:

IV.    THE INITIAL PSU GRANT

The C&LD Committee has the sole discretion to establish the target award (“PSP Target”) for each Participant serving as a Principal Officer. The CEO establishes the PSP Targets for participants who are not Principal Officers. The PSP Target will be a cash amount and will be the basis for the Initial PSU Grant. The C&LD Committee will make the Initial PSU Grant on the first business day in October (“Grant Date”) following the beginning of each Performance Period. If the New York Stock Exchange is closed on the day of the grant, then the C&LD will establish a grant date as soon as practical subsequent to the date previously specified for such award. The Initial PSU Grant will set forth a target and maximum number of PSUs. The target number of PSUs will be determined by dividing the PSP Target by the closing price (“Grant Price”) of the Company’s Common Stock on the New York Stock Exchange as of the close of business on the Grant Date, rounding to the nearest whole unit.




V.     PSU VESTING AND PAYMENT

After the Performance Period is complete, the C&LD Committee will establish the Payout Factors for each of the Performance Categories based on the Company’s results versus the pre-established Performance Goals. The number of PSUs that vest will be determined by multiplying the Performance Factors by their respective weightings, summing up the results, then applying the R-TSR multiplier if applicable. The final result will be rounded up or down to the nearest full percentage. The resulting percentage will be applied to the number of PSUs in the Initial PSU Grant target, including dividends that would have accumulated since the initial PSU grant on the vested units. Any resulting fractional share units may be paid as cash, fractional shares, or rounded up to the next full share based on administrative preference of the Company. The number of PSUs that vest may be equal to, above or below the Initial PSU Grant target depending on the Company’s performance in the Performance Categories, but in no event more than the Initial PSU Grant maximum. Vested PSUs are converted into shares of Common Stock delivered to the applicable Participant within 60 days following the end of the Performance Period, or such later date as may be elected by the Participant if applicable and in accordance with Section 409A.

Participants at Band 7 and above may elect to defer delivery of the Common Stock by electing to receive Restricted Stock Units. PSP RSUs will have the following terms unless otherwise approved by the Committee at grant:

VESTING AND SETTLEMENT: PSP RSUs will be vested on the grant date with a settlement date at least one year following the original PSU delivery date (as elected by the Participant), are eligible for dividend equivalents, and can be further deferred in accordance with Section 409A. These RSUs will be paid on their Original Settlement Date or the Agreed Settlement Date, except in the case of death. In the case of death (except in France and the UK), payment will be made by the later of the end of the calendar year or two and a half months following the date of death. For awards granted in France or the UK, the consequences of death are determined by the local plan supplement, if applicable.

VI.     SEPARATION FROM THE COMPANY (Defined terms shall have the meaning designated in the 2019 Plan or related award documents)
If the Participant’s Termination of Employment occurs for any reason before the Vest Date then the Award will be forfeited unless one of the conditions listed below is met. If the Participant remains employed through the Vest Date, the Award will paid on the Settlement Date. For the purposes of this Award, termination of employment will be effective as of the date the Participant is no longer actively employed and will not be extended by any notice period required under local law. Participants must remain in compliance with the terms and conditions set forth in the 2019 Plan, including those in Article 6.
1. Termination on Account of Death. In the event of death, the Award is not forfeited and will become deliverable on the Settlement Date or Agreed Settlement Date, whichever is applicable.
2. Termination for a Qualified Reason Listed Below. In the event the Participant terminates employment for one of the qualified reasons listed below, after the Grant Date but within four weeks, the Award will be forfeited. In the event of termination for one of the qualified reasons listed below, on or after four weeks following the Grant Date, but prior to September 30 of the following year, the award will be prorated based on the number of days the Participant remained an employee between the Grant Date and September 30 of the following year. If the termination for one of the qualified reasons listed below occurs after September 30 of the following year, the entire award will be retained. The portion of the award that is ultimately


retained will be delivered on the Settlement Date in this Award Agreement as long as the Participant remain in compliance with the terms of the Plan and the Regulations. Qualified termination reasons are as follows:
•Retirement or Disability;
•Termination pursuant to a written separation agreement from the Company or a subsidiary that provides for equity retention; or
•Termination in connection with a divestiture or separation of any of the Company’s businesses.
VII.    CHANGE IN CONTROL

Notwithstanding the foregoing, if there is a Change in Control that meets the requirements of a change in control event under Section 409A, all outstanding PSP Awards will vest and be paid according to Article 17 of the 2019 Stock Plan. If there is a Change in Control event that does not meet the requirements of a change in control event under Section 409A, all outstanding PSP Awards will be settled according to the terms and conditions set forth herein, without the application Article 17 of the 2019 Plan. “Change in Control” shall have the same meaning as defined in the 2019 Plan or any successor stock plan approved in accordance with applicable listing standards.

VIII.    GENERAL TERMS AND CONDITIONS

It shall be understood that the PSP does not give to any officer or employee any contract rights, express or implied, against any Company for any PSP Award, or for compensation in addition to the salary paid to him or her, or any right to question the action of the Board of Directors or the C&LD Committee.

Awards to Section 16 Officers are subject to the Dodd-Frank Recoupment Policy as adopted by the C&LD Committee, while awards to all other Band 7 and above executives are subject to the Senior Executive Recoupment Policy as adopted by the C&LD Committee.

To the extent applicable, it is intended that the PSP comply with the provisions of Section 409A. The PSP will be administered and interpreted in a manner consistent with this intent. Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A) payable under the PSP to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Participant under the PSP may not be reduced by, or offset against, any amount owing by a Participant to the Company.

This program document may be amended at any time by the C&LD Committee



Exhibit (10.3)

Performance Stock Program related correspondence and terms and conditions



image_0c.jpg
AWARD AGREEMENT
___________________________________________________________________________________________________

%%FIRST_NAME_LAST_NAME%-%
%%EMPLOYEE_IDENTIFIER%-%
Subject: PERFORMANCE STOCK UNIT SERIES
%%GRANT_USER_DEFINED_FIELD_2%-%

In recognition of your contributions to the future success of the business, The Procter & Gamble Company ("Company") hereby grants to you Performance Stock Units ("PSUs") of Procter & Gamble Common Stock as follows:
Target Number of Units:%%TOTAL_SHARES_GRANTED,'999,999,999'%-%
Maximum Payout Percentage:200%
Conversion Ratio:1 PSU = 1 Common Share
Grant Date:%%OPTION_DATE,'DD-Month-YYYY'%-%
Vest Date:%%VEST_DATE_PERIOD1,'DD-Month-YYYY'%-%
Performance Period:1-July-2024 to 30-June-2027
Original Settlement Date (Shares Delivered on):17-August-2027
Acceptance Deadline:%%GRANT_USER_DEFINED_FIELD_13%-%
This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2019 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the "Plan"), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors ("Committee"), and this Award Agreement, including Attachment A. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2019 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee.If you have difficulty accessing the materials online, please send an email to Execcomp.IM@pg.com for assistance.

Voting Rights and Dividend Equivalents
As a holder of PSUs, during the period from the Grant Date until the date the PSUs are paid, each time a cash dividend or other cash distribution is paid with respect to Common Stock, you will receive additional PSUs ("Dividend Equivalent PSUs"). The number of Dividend Equivalent PSUs will be determined as follows: multiply the number of PSUs and Dividend Equivalent PSUs currently held by the per share amount of the cash dividend or other cash distribution on Common Stock, then divide the result by the price of the Common Stock on the date of the dividend or distribution. These Dividend Equivalent PSUs will be subject to the same terms and conditions as the original PSUs that gave rise to them, including performance vesting and settlement terms, except that if there is a fractional number of Dividend Equivalent PSUs on the date the PSUs are paid, the resulting fractional share units may be paid as cash, fractional shares, or rounded up to the nearest full share based on administrative preference of the Company. This Award represents an unfunded, unsecured right to receive payment in the future, and does not entitle you to voting rights or dividend rights as a shareholder.

Performance Vesting
1. Your Target Number of Units indicated in this Award Agreement (the "Target Units") will vest depending upon performance during the Performance Period, as specified below. This Award Agreement also sets forth the Maximum Payout Percentage that you may receive pursuant to this Award. Your right to receive all, any portion of, or more than the Target Units (but in no event more than the Maximum Payout Percentage) will be contingent upon the achievement of specified levels of certain performance goals measured over the Performance Period. The applicable performance goals and


the payout factors for each performance goal applicable to your Award for the Performance Period are set forth in the PSP Performance and Payout Factors attachment.

2. Within 60 days following the end of the Performance Period, the Committee will determine (i) whether and to what extent the performance goals have been satisfied for the Performance Period, (ii) the number of PSUs that shall become deliverable under this Award, and (iii) whether the other applicable conditions for receipt of shares of Common Stock in respect of the PSUs have been met. Any PSUs not approved by the Committee in accordance with this paragraph will be forfeited and cancelled.

Vesting and Payment
If you leave the Company before the Vest Date, the Award will be forfeited unless you meet one of the conditions listed below. If you remain employed through the Vest Date, the Award will be paid on the Original Settlement Date or Agreed Settlement Date (as defined below). For the purposes of this Award, termination of employment will be effective as of the date that you are no longer actively employed and will not be extended by any notice period required under local law.

1. Termination on Account of Death. In the event of death, the Award is not forfeited and will become deliverable on the Settlement Date or Agreed Settlement Date, whichever is applicable.

2. Termination for a Qualified Reason Listed Below. In the event you terminate employment for one of the qualified reasons listed below, after the Grant Date but before the four-week anniversary of the Grant Date, the Award will be forfeited. In the event of termination for one of the qualified reasons listed below, on or after the four-week anniversary of the Grant Date, but prior to the one-year anniversary of the Grant Date, the award will be prorated based on the number of days you remained an employee between the Grant Date and the one-year anniversary of the Grant Date. If the termination for one of the qualified reasons listed below occurs after the one-year anniversary of the Grant Date, the entire award will be retained. The portion of the award that is ultimately retained will be delivered on the Original Settlement Date or Agreed Settlement Date, whichever is applicable, as long as you remain in compliance with the terms of the Plan and the Regulations. Qualified termination reasons are as follows:
•Retirement or Disability;
•Termination pursuant to a written separation agreement from the Company or a subsidiary that provides for equity retention; or
•Termination in connection with a divestiture or separation of any of the Company’s businesses.
Notwithstanding the foregoing, in the event of a Change in Control, this Award shall be treated according to the terms provided in the Plan.
Payment under this Award will be made in the form of Common Stock or such other form of payment as determined by the Committee pursuant to the Plan, subject to applicable tax withholding.

Deferral Election (Applicable to participants Band 7 and above as of the Award Date)
At any time at least six months prior of the end of the Performance Period and so long as the achievement of the applicable performance goals are not yet readily ascertainable (but in no event later than your Termination of Employment from the Company), you and the Company may agree to postpone the Original Settlement Date to such later date ("Agreed Settlement Date") as may be elected by you, which date shall be at least five years later than the Original Settlement Date and in accordance with Internal Revenue Code Section 409A.
This Award Agreement including Attachment A, the PSP Performance and Payout Factors, and the Stock Plan and Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understandings and/or agreements that have been entered by you with the Company regarding this specific Award. Unless otherwise required by local law, any legal action related to this Award, including Article 6 of the Plan, may be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award. You have the right to consult with a lawyer before accepting this Award.
THE PROCTER & GAMBLE COMPANY
Bala Purushothaman
Chief Human Resources Officer



IMPORTANT
By accepting this award within your E*TRADE account, you agree to be bound by the following:
1)The Procter & Gamble 2019 Stock Plan including the non-compete and non-solicitation clauses,
2)the Stock Plan Regulations of the Committee,
3)This Award Agreement including Attachment A (at end of this document),
4)any additional terms and conditions relevant to your current home and/or host market listed on the following page,
5)and the attached PSP Performance Factors and Payout Formula.



Market Supplemental Information
Please review the following table for disclosures required for your home and/or host market. All Market Supplemental documents are links to the actual documents.
Home MarketHost MarketDocument Name
USUS
U.S. Non-Compete Addendum
AnyAny
Review disclosures related to the “All Markets” section of the following document:
Appendix of Market Specific Terms and Conditions
AnyAlgeria, Argentina, Australia, Austria, Azerbaijan, Bangladesh, Belgium, Bosnia & Herzegovina, Brazil, Bulgaria, Canada, Chile, China, Columbia, Costa Rica, Croatia, Czech Republic, Denmark, Ecuador, Egypt, Finland, France, Germany, Hong Kong, India, Indonesia, Ireland, Israel, Italy, Japan, Kazakhstan, Kenya, Luxembourg, Mexico, Morocco, Norway, Pakistan, Panama, Peru, Philippines, Poland, Portugal, Romania, Russia, Saudi Arabia, Serbia, Senegal, Singapore, South Korea, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, Turkey, Ukraine, United Arab Emirates, United Kingdom, Venezuela, Vietnam
Review the specific disclosure relevant to your host location in the following document:
Appendix of Market Specific Terms and Conditions
AnyCanada
PG Annual Report
Not USAll except US
Estate Tax Treatment
AnyJapan
Japan Prospectus – Part 1
Japan Prospectus – Part 2
Switzerland (Home or Host)
Swiss Tax Treatment



Attachment A

Please note that when the issue or transfer of the Common Stock covered by this Award may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency, the Company reserves the right to refuse to issue or transfer said Common Stock and that any outstanding Awards may be suspended or terminated and net proceeds may be recovered by the Company if you fail to comply with the terms and conditions governing this Award.

Nature of the Award
By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company ("P&G"), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer ("Employer"); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; and ix) no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my Employer from any such claim that may arise.

Data Privacy
I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my Employer and The Procter & Gamble Company and its subsidiaries and affiliates ("P&G") for the exclusive purpose of implementing, administering and managing my participation in the Plan.

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan ("Data"). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere (including countries outside the European Economic Area), and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.



Responsibility for Taxes
Regardless of any action P&G or my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G and/or my Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate my liability for Tax-Related Items.

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.






Exhibit (10-4)

Long-Term Incentive Program related correspondence and terms and conditions



        

image_0a.jpg
AWARD AGREEMENT
_____________________________________________________________________________________________

%%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-%
%%EMPLOYEE_IDENTIFIER%-%
Subject: RESTRICTED STOCK UNIT SERIES
%%GRANT_USER_DEFINED_FIELD_2%-%
In recognition of your contributions to the future success of the business, The Procter & Gamble Company ("Company") hereby grants to you Restricted Stock Units ("RSUs") of Procter & Gamble Common Stock as follows:
Number of Restricted Stock Units:%%TOTAL_SHARES_GRANTED,'999,999,999'%-%
Grant Date Share Price:%%MARKET_VALUE%-%
Grant Date:%%OPTION_DATE,'DD-Month-YYYY'%-%
Vest Date:%%VEST_DATE_PERIOD1,'DD-Month-YYYY'%-%
Settlement Date (Shares Delivered on):%%VEST_DATE_PERIOD1,'DD-Month-YYYY'%-%
Acceptance Deadline:%%GRANT_USER_DEFINED_FIELD_13%-%
This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2019 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the "Plan"), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors ("Committee"), this Award Agreement including Attachments and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2019 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Execcomp.IM@pg.com for assistance.

Voting Rights and Dividend Equivalents
As a holder of RSUs, during the period from the Grant Date until the date the RSUs are paid, each time a cash dividend or other cash distribution is paid with respect to Common Stock, you will receive additional RSUs ("Dividend Equivalent RSUs"). The number of Dividend Equivalent RSUs will be determined as follows: multiply the number of RSUs and Dividend Equivalent RSUs currently held by the per share amount of the cash dividend or other cash distribution on Common Stock, then divide the result by the price of the Common Stock on the date of the dividend or distribution. These Dividend Equivalent RSUs will be subject to the same terms and conditions as the original RSUs that gave rise to them, including vesting and settlement terms, except that if there is a fractional number of Dividend Equivalent RSUs on the date the RSUs are paid, the resulting fractional share unit may be paid as cash, fractional shares, or rounded up to the nearest full share based on administrative preference of the Company. This Award represents an unfunded, unsecured right to receive payment in the future, and does not entitle you to voting rights or dividend rights as a shareholder.

Vesting and Payment
If you leave the Company before the Vest Date, the Award will be forfeited unless you meet one of the conditions listed below. If you remain employed through the Vest Date, the Award will be paid on the Settlement Date. For the purposes of this Award, termination of employment will be effective as of the date that you are no longer actively employed and will not be extended by any notice period required under local law.


        

1. Termination on Account of Death. In the event of death, the Award will be immediately and fully vested, and payment will be made by the later of the end of the calendar year or two and a half months following the date of death.
2. Termination for a Qualified Reason Listed Below. In the event you terminate employment for one of the qualified reasons listed below, after the Grant Date but before the four-week anniversary of the Grant Date, the Award will be forfeited. In the event of termination for one of the qualified reasons listed below, on or after the four-week anniversary of the Grant Date, but prior to the one-year anniversary of the Grant Date, the award will be prorated based on the number of days you remained an employee between the Grant Date and the one-year anniversary of the Grant Date. If the termination for one of the qualified reasons listed below occurs after the one-year anniversary of the Grant Date, the entire award will be retained. The portion of the award that is ultimately retained will be delivered on the Settlement Date in this Award Agreement as long as you remain in compliance with the terms of the Plan and the Regulations. Qualified termination reasons are as follows:
•Retirement or Disability;
•Termination pursuant to a written separation agreement from the Company or a subsidiary that provides for equity retention; or
•Termination in connection with a divestiture or separation of any of the Company’s businesses.
Notwithstanding the foregoing, in the event of a Change in Control, payment shall be made pursuant to the terms provided in the Plan.
Payment under this Award will be made in the form of Common Stock or such other form of payment as determined by the Committee pursuant to the Plan, subject to applicable tax withholding.
This Award Agreement, including Attachment A, the Plan and Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understandings and/or agreements have been entered by you with the Company regarding this specific Award. Unless otherwise required by local law, any legal action related to this Award, including Article 6 of the Plan, must be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award. You have the right to consult with a lawyer before accepting this Award.
THE PROCTER & GAMBLE COMPANY
Bala Purushothaman
Chief Human Resources Officer




IMPORTANT
By accepting this award within your E*TRADE account, you agree to be bound by The Procter & Gamble 2019 Stock Plan including the non-compete and non-solicitation clauses, the Stock Plan Regulations of the Committee, this Award Agreement including Attachment A (at end of this document), and any additional terms and conditions relevant to your current home and/or host market listed on the following page.



        

Market Supplemental Information
Please review the following table for disclosures required for your home and/or host market. All Market Supplemental documents are links to the actual documents.
Home MarketHost MarketDocument Name
USUS
U.S. Non-Compete Addendum
AnyAny
Review disclosures related to the “All Markets” section of the following document:
Appendix of Market Specific Terms and Conditions
AnyAlgeria, Argentina, Australia, Austria, Azerbaijan, Bangladesh, Belgium, Bosnia & Herzegovina, Brazil, Bulgaria, Canada, Chile, China, Columbia, Costa Rica, Croatia, Czech Republic, Denmark, Ecuador, Egypt, Finland, France, Germany, Hong Kong, India, Indonesia, Ireland, Israel, Italy, Japan, Kazakhstan, Kenya, Luxembourg, Mexico, Morocco, Norway, Pakistan, Panama, Peru, Philippines, Poland, Portugal, Romania, Russia, Saudi Arabia, Serbia, Senegal, Singapore, South Korea, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, Turkey, Ukraine, United Arab Emirates, United Kingdom, Venezuela, Vietnam
Review the specific disclosure relevant to your host location in the following document:
Appendix of Market Specific Terms and Conditions
AnyCanada
PG Annual Report
Not USAll except US
Estate Tax Treatment
AnyJapan
Japan Prospectus – Part 1
Japan Prospectus – Part 2
Switzerland (Home or Host)
Swiss Tax Treatment



        

Attachment A

Please note that when the issue or transfer of the Common Stock covered by this Award may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency, the Company reserves the right to refuse to issue or transfer said Common Stock and that any outstanding Awards may be suspended or terminated and net proceeds may be recovered by the Company if you fail to comply with the terms and conditions governing this Award.

Nature of the Award
By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company ("P&G"), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer ("Employer"); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; and ix) no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my Employer from any such claim that may arise.

Data Privacy
I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my Employer and The Procter & Gamble Company and its subsidiaries and affiliates ("P&G") for the exclusive purpose of implementing, administering and managing my participation in the Plan.

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan ("Data"). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my market or elsewhere (including countries outside the European Economic Area), and that the recipient’s market may have different data privacy laws and protections than my market. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.



        

Responsibility for Taxes
Regardless of any action P&G or my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G and/or my Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate my liability for Tax-Related Items.

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.




image_0a.jpg
AWARD AGREEMENT
_____________________________________________________________________________________________
%%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-%
%%EMPLOYEE_IDENTIFIER%-%
Subject: NON-STATUTORY STOCK OPTION SERIES
%%GRANT_USER_DEFINED_FIELD_2%-%
In recognition of your contributions to the future success of the business, The Procter & Gamble Company ("Company") hereby grants to you an option to purchase shares of Procter & Gamble Common Stock as follows:
Option Price per Share:%%OPTION_PRICE,'$999,999,999.99'%-%
Number of Shares:%%TOTAL_SHARES_GRANTED,'999,999,999'%-%
Grant Date:%%OPTION_DATE,'DD-Month-YYYY'%-%
Expiration Date:%%EXPIRE_DATE_PERIOD1,'DD-Month-YYYY'%-%
Vest Date:%%VEST_DATE_PERIOD1,'DD-Month-YYYY'%-%
Acceptance Deadline:%%GRANT_USER_DEFINED_FIELD_13%-%
This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2019 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the "Plan"), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors ("Committee"), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2019 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee.If you have difficulty accessing the materials online, please send an email to Execcomp.IM@pg.com for assistance.

Vesting and Exercise
If you leave the Company before the Vest Date, the Award will be forfeited unless you meet one of the conditions listed below. If you remain employed through the Vest Date, the Award will become exercisable on the Vest Date. If you terminate employment before the Expiration Date and prior to exercising the Award, except for the reasons listed below, the Award will be forfeited immediately upon your termination of employment. For the purposes of this Award, termination of employment will be effective as of the date that you are no longer actively employed and will not be extended by any notice period required under local law.
1. Termination on Account of Death. In the event of death, the Vest Date for this Award becomes your date of death and the Award in its entirety remains exercisable until the Expiration Date.
2. Termination for a Qualified Reason Listed Below. In the event you terminate employment for one of the qualified reasons listed below, after the Grant Date but before the four-week anniversary of the Grant Date, the Award will be forfeited. In the event of termination for one of the qualified reasons listed below, on or after the four-week anniversary of the Grant Date, but prior to the one-year anniversary of the Grant Date, the award will be prorated based on the number of days you remained an employee between the Grant Date and the one-year anniversary of the Grant Date. If the termination for one of the qualified reasons listed below occurs after the one-year anniversary of the Grant Date, the entire award will be retained. The portion of the award that is ultimately retained will be


exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations. Qualified termination reasons are as follows:
•Retirement or Disability;
•Termination pursuant to a written separation agreement from the Company or a subsidiary that provides for equity retention; or
•Termination in connection with a divestiture or separation of any of the Company’s businesses.
This Award Agreement, including Attachment A, the Plan and Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understandings and/or agreements have been entered by you with the Company regarding this specific Award. Unless otherwise required by local law, any legal action related to this Award, including Article 6 of the Plan, must be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award. You have the right to consult with a lawyer before accepting this Award.
THE PROCTER & GAMBLE COMPANY
Bala Purushothaman
Chief Human Resources Officer



IMPORTANT
By accepting this award within your E*TRADE account, you agree to be bound by The Procter & Gamble 2019 Stock Plan including the non-compete and non-solicitation clauses, the Stock Plan Regulations of the Committee, this Award Agreement including Attachment A (at end of this document), and any additional terms and conditions relevant to your current home and/or host market listed on the following page.




Market Supplemental Information
Please review the following table for disclosures required for your home and/or host market. All Market Supplemental documents are links to the actual documents.
Home MarketHost MarketDocument Name
USUS
U.S. Non-Compete Addendum
AnyAny
Review disclosures related to the “All Markets” section of the following document:
Appendix of Market Specific Terms and Conditions
AnyAlgeria, Argentina, Australia, Austria, Azerbaijan, Bangladesh, Belgium, Bosnia & Herzegovina, Brazil, Bulgaria, Canada, Chile, China, Columbia, Costa Rica, Croatia, Czech Republic, Denmark, Ecuador, Egypt, Finland, France, Germany, Hong Kong, India, Indonesia, Ireland, Israel, Italy, Japan, Kazakhstan, Kenya, Luxembourg, Mexico, Morocco, Norway, Pakistan, Panama, Peru, Philippines, Poland, Portugal, Romania, Russia, Saudi Arabia, Serbia, Senegal, Singapore, South Korea, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, Turkey, Ukraine, United Arab Emirates, United Kingdom, Venezuela, Vietnam
Review the specific disclosure relevant to your host location in the following document:
Appendix of Market Specific Terms and Conditions
AnyCanada
PG Annual Report
Not USAll except US
Estate Tax Treatment
AnyJapan
Japan Prospectus – Part 1
Japan Prospectus – Part 2
Switzerland (Home or Host)
Swiss Tax Treatment



Attachment A

Please note that when the issue or transfer of the Common Stock covered by this Award may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency, the Company reserves the right to refuse to issue or transfer said Common Stock and that any outstanding Awards may be suspended or terminated and net proceeds may be recovered by the Company if you fail to comply with the terms and conditions governing this Award.

Nature of the Award
By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company ("P&G"), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer ("Employer"); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; and ix) no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my Employer from any such claim that may arise.

Data Privacy
I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my Employer and The Procter & Gamble Company and its subsidiaries and affiliates ("P&G") for the exclusive purpose of implementing, administering and managing my participation in the Plan.

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan ("Data"). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere (including countries outside the European Economic Area), and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.




Responsibility for Taxes
Regardless of any action P&G or my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G and/or my Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate my liability for Tax-Related Items.

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.



EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certifications
I, Jon R. Moeller, certify that:
(1)I have reviewed this quarterly report on Form 10-Q of The Procter & Gamble Company;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ JON R. MOELLER
(Jon R. Moeller)
Chairman of the Board, President and Chief Executive Officer
October 18, 2024
Date




EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certifications
I, Andre Schulten, certify that:
(1)I have reviewed this quarterly report on Form 10-Q of The Procter & Gamble Company;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ ANDRE SCHULTEN
(Andre Schulten)
Chief Financial Officer
October 18, 2024
Date



EXHIBIT 32.1
Section 1350 Certifications
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of The Procter & Gamble Company (the “Company”) certifies to his knowledge that:
(1)The Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in that Form 10-Q fairly presents, in all material respects, the financial conditions and results of operations of the Company.

/s/ JON R. MOELLER
(Jon R. Moeller)
Chairman of the Board, President and Chief Executive Officer
October 18, 2024
Date
A signed original of this written statement required by Section 906 has been provided to The Procter & Gamble Company and will be retained by The Procter & Gamble Company and furnished to the Securities and Exchange Commission or its staff upon request.



EXHIBIT 32.2
Section 1350 Certifications
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of The Procter & Gamble Company (the “Company”) certifies to his knowledge that:
(1)The Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in that Form 10-Q fairly presents, in all material respects, the financial conditions and results of operations of the Company.

/s/ ANDRE SCHULTEN
(Andre Schulten)
Chief Financial Officer
October 18, 2024
Date
A signed original of this written statement required by Section 906 has been provided to The Procter & Gamble Company and will be retained by The Procter & Gamble Company and furnished to the Securities and Exchange Commission or its staff upon request.


v3.24.3
Cover Page
 3 Months Ended
Sep. 30, 2024
shares
Entity Information [Line Items]  
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Sep. 30, 2024
Document Transition Report false
Entity Registrant Name PROCTER & GAMBLE CO
Entity Incorporation, State or Country Code OH
Entity File Number 1-434
Entity Tax Identification Number 31-0411980
Entity Address, Address Line One One Procter & Gamble Plaza
Entity Address, State or Province Cincinnati
Entity Address, State or Province OH
Entity Address, Postal Zip Code 45202
City Area Code 513
Local Phone Number 983-1100
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Large Accelerated Filer
Entity Small Business false
Entity Emerging Growth Company false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 2,355,041,729
Entity Central Index Key 0000080424
Current Fiscal Year End Date --06-30
Document Fiscal Year Focus 2025
Document Fiscal Period Focus Q1
Amendment Flag false
Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, without Par Value
Trading Symbol PG
Security Exchange Name NYSE
0.500% Notes due 2024  
Entity Information [Line Items]  
Title of 12(b) Security 0.500% Notes due 2024
Trading Symbol PG24A
Security Exchange Name NYSE
0.625% Notes due 2024  
Entity Information [Line Items]  
Title of 12(b) Security 0.625% Notes due 2024
Trading Symbol PG24B
Security Exchange Name NYSE
1.375% Notes due 2025  
Entity Information [Line Items]  
Title of 12(b) Security 1.375% Notes due 2025
Trading Symbol PG25
Security Exchange Name NYSE
0.110% Notes due 2026  
Entity Information [Line Items]  
Title of 12(b) Security 0.110% Notes due 2026
Trading Symbol PG26D
Security Exchange Name NYSE
3.250% EUR Notes due 2026  
Entity Information [Line Items]  
Title of 12(b) Security 3.250% EUR Notes due 2026
Trading Symbol PG26F
Security Exchange Name NYSE
4.875% EUR Notes due May 2027  
Entity Information [Line Items]  
Title of 12(b) Security 4.875% EUR Notes due May 2027
Trading Symbol PG27A
Security Exchange Name NYSE
1.200% Notes due 2028  
Entity Information [Line Items]  
Title of 12(b) Security 1.200% Notes due 2028
Trading Symbol PG28
Security Exchange Name NYSE
3.150% EUR Notes due 2028  
Entity Information [Line Items]  
Title of 12(b) Security 3.150% EUR Notes due 2028
Trading Symbol PG28B
Security Exchange Name NYSE
1.250% Notes due 2029  
Entity Information [Line Items]  
Title of 12(b) Security 1.250% Notes due 2029
Trading Symbol PG29B
Security Exchange Name NYSE
1.800% Notes due 2029  
Entity Information [Line Items]  
Title of 12(b) Security 1.800% Notes due 2029
Trading Symbol PG29A
Security Exchange Name NYSE
6.250% GBP Notes due January 2030  
Entity Information [Line Items]  
Title of 12(b) Security 6.250% GBP Notes due January 2030
Trading Symbol PG30
Security Exchange Name NYSE
0.350% Notes due 2030  
Entity Information [Line Items]  
Title of 12(b) Security 0.350% Notes due 2030
Trading Symbol PG30C
Security Exchange Name NYSE
0.230% Notes due 2031  
Entity Information [Line Items]  
Title of 12(b) Security 0.230% Notes due 2031
Trading Symbol PG31A
Security Exchange Name NYSE
3.250% EUR Notes due 2031  
Entity Information [Line Items]  
Title of 12(b) Security 3.250% EUR Notes due 2031
Trading Symbol PG31B
Security Exchange Name NYSE
5.250% GBP Notes due January 2033  
Entity Information [Line Items]  
Title of 12(b) Security 5.250% GBP Notes due January 2033
Trading Symbol PG33
Security Exchange Name NYSE
3.200% EUR Notes due 2034  
Entity Information [Line Items]  
Title of 12(b) Security 3.200% EUR Notes due 2034
Trading Symbol PG34C
Security Exchange Name NYSE
1.875% Notes due 2038  
Entity Information [Line Items]  
Title of 12(b) Security 1.875% Notes due 2038
Trading Symbol PG38
Security Exchange Name NYSE
0.900% Notes due 2041  
Entity Information [Line Items]  
Title of 12(b) Security 0.900% Notes due 2041
Trading Symbol PG41
Security Exchange Name NYSE
v3.24.3
Consolidated Statements of Earnings - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]    
NET SALES $ 21,737 $ 21,871
Cost of products sold 10,421 10,501
Selling, general and administrative expense 5,519 5,604
OPERATING INCOME 5,797 5,767
Interest expense (238) (225)
Interest income 135 128
Other non-operating income/(expense), net (554) 132
EARNINGS BEFORE INCOME TAXES 5,140 5,802
Income taxes 1,152 1,246
NET EARNINGS 3,987 4,556
Less: Net earnings attributable to noncontrolling interests 28 35
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE $ 3,959 $ 4,521
NET EARNINGS PER COMMON SHARE    
Basic (in dollars per share) [1] $ 1.65 $ 1.89
Diluted (in dollars per share) [1] $ 1.61 $ 1.83
[1] Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter & Gamble.
v3.24.3
Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]    
NET EARNINGS $ 3,987 $ 4,556
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX    
Foreign currency translation 1,026 (409)
Unrealized gains/(losses) on investment securities 2 (1)
Unrealized gains/(losses) on defined benefit postretirement plans (21) 45
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX 1,007 (366)
TOTAL COMPREHENSIVE INCOME 4,994 4,190
Less: Comprehensive income attributable to noncontrolling interests 28 33
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE $ 4,965 $ 4,157
v3.24.3
Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2024
Jun. 30, 2024
CURRENT ASSETS    
Cash and cash equivalents $ 12,156 $ 9,482
Accounts receivable 6,314 6,118
INVENTORIES    
Materials and supplies 1,820 1,617
Work in process 921 929
Finished goods 4,546 4,470
Total inventories 7,287 7,016
Prepaid expenses and other current assets 1,692 2,095
TOTAL CURRENT ASSETS 27,449 24,709
PROPERTY, PLANT AND EQUIPMENT, NET 22,506 22,152
GOODWILL 40,970 40,303
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET 22,053 22,047
OTHER NONCURRENT ASSETS 13,503 13,158
TOTAL ASSETS 126,482 122,370
CURRENT LIABILITIES    
Accounts payable 15,350 15,364
Accrued and other liabilities 10,661 11,073
Debt due within one year 10,409 7,191
TOTAL CURRENT LIABILITIES 36,420 33,627
LONG-TERM DEBT 25,744 25,269
DEFERRED INCOME TAXES 6,420 6,516
OTHER NONCURRENT LIABILITIES 5,757 6,398
TOTAL LIABILITIES 74,341 71,811
SHAREHOLDERS’ EQUITY    
Preferred stock 791 798
Common stock 4,009 4,009
Additional paid-in capital 68,102 67,684
Reserve for ESOP debt retirement (707) (737)
Accumulated other comprehensive loss (10,893) (11,900)
Treasury stock (134,823) (133,379)
Retained earnings 125,361 123,811
Noncontrolling interest 300 272
TOTAL SHAREHOLDERS’ EQUITY 52,141 50,559
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 126,482 $ 122,370
v3.24.3
Consolidated Balance Sheets (Parenthetical) - shares
shares in Millions
Sep. 30, 2024
Jun. 30, 2024
Statement of Financial Position [Abstract]    
Common stock, issued (in shares) 4,009.2 4,009.2
v3.24.3
Consolidated Statements of Shareholders' Equity - USD ($)
shares in Thousands, $ in Millions
Total
Common Stock
Preferred Stock
Additional Paid-In Capital
Reserve for ESOP Debt Retirement
Accumulated Other Comprehensive Income/(Loss)
Treasury Stock
Retained Earnings
Noncontrolling Interest
Beginning balance (in shares) at Jun. 30, 2023   2,362,120              
Beginning balance at Jun. 30, 2023 $ 47,065 $ 4,009 $ 819 $ 66,556 $ (821) $ (12,220) $ (129,736) $ 118,170 $ 288
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net earnings 4,556             4,521 35
Other comprehensive income/(loss) (366)         (363)     (2)
Dividends and dividend equivalents:                  
Common (2,225)             (2,225)  
Preferred (70)             (70)  
Treasury stock purchases (in shares)   (9,843)              
Treasury stock purchases (1,508)           (1,508)    
Employee stock plans (in shares)   3,721              
Employee stock plans 474     265     209    
Preferred stock conversions (in shares)   888              
Preferred stock conversions 0   (7) 1     6    
ESOP debt impacts 87       39     48  
Ending balance (in shares) at Sep. 30, 2023   2,356,886              
Ending balance at Sep. 30, 2023 48,014 $ 4,009 812 66,822 (782) (12,583) (131,029) 120,443 321
Beginning balance (in shares) at Jun. 30, 2024   2,357,051              
Beginning balance at Jun. 30, 2024 50,559 $ 4,009 798 67,684 (737) (11,900) (133,379) 123,811 272
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net earnings 3,987             3,959 28
Other comprehensive income/(loss) 1,007         1,006     1
Dividends and dividend equivalents:                  
Common (2,378)             (2,378)  
Preferred (72)             (72)  
Treasury stock purchases (in shares)   (11,552)              
Treasury stock purchases (1,942)           (1,942)    
Employee stock plans (in shares)   8,769              
Employee stock plans 910     417     492    
Preferred stock conversions (in shares)   774              
Preferred stock conversions 0   (7) 1     6    
ESOP debt impacts 71       30     41  
Ending balance (in shares) at Sep. 30, 2024   2,355,042              
Ending balance at Sep. 30, 2024 $ 52,141 $ 4,009 $ 791 $ 68,102 $ (707) $ (10,893) $ (134,823) $ 125,361 $ 300
v3.24.3
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]    
Dividends and dividend equivalents, common stock (in dollars per share) $ 1.0065 $ 0.9407
Dividends and dividend equivalents, preferred stock (in dollars per share) $ 1.0065 $ 0.9407
v3.24.3
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Statement of Cash Flows [Abstract]    
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD $ 9,482 $ 8,246
OPERATING ACTIVITIES    
Net earnings 3,987 4,556
Depreciation and amortization 728 702
Share-based compensation expense 105 125
Deferred income taxes 184 102
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)
Other 32 208
TOTAL OPERATING ACTIVITIES 4,302 4,904
INVESTING ACTIVITIES    
Capital expenditures (993) (925)
Proceeds from asset sales 45 3
Acquisitions, net of cash acquired (6) 0
Other investing activity (154) (300)
TOTAL INVESTING ACTIVITIES (1,108) (1,222)
FINANCING ACTIVITIES    
Dividends to shareholders (2,445) (2,290)
Additions to short-term debt with original maturities of more than three months 4,090 2,179
Reductions in short-term debt with original maturities of more than three months (571) (1,906)
Net additions/(reductions) to other short-term debt (444) 2,172
Reductions in long-term debt (70) (1,004)
Treasury stock purchases (1,939) (1,500)
Impact of stock options and other 745 312
TOTAL FINANCING ACTIVITIES (634) (2,038)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 116 (156)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 2,675 1,487
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 12,156 $ 9,733
v3.24.3
Basis of Presentation
 3 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of PresentationThe 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.
v3.24.3
New Accounting Pronouncements and Policies
 3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
New Accounting Pronouncements and Policies 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.
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.
v3.24.3
Segment Information
 3 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment Information 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, Toothpaste, Other Oral Care); Personal Health Care (Gastrointestinal, Pain Relief, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care);
•Fabric & Home Care: Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care); and
•Baby, Feminine & Family Care: Baby Care (Baby Wipes, Taped Diapers and Pants); Feminine Care (Adult Incontinence, Menstrual Care); Family Care (Paper Towels, Tissues, Toilet Paper).
Operating segments as a percentage of consolidated net sales are as follows:
% of Net sales by operating segment (1)
Three Months Ended September 30
20242023
Fabric Care23 %23 %
Home Care13 %12 %
Baby Care9 %9 %
Hair Care9 %9 %
Family Care8 %8 %
Grooming8 %8 %
Oral Care8 %8 %
Personal Health Care7 %6 %
Feminine Care6 %7 %
Personal Care (2)
6 %6 %
Skin Care (2)
3 %4 %
Total100 %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 September 30
Net SalesEarnings/(Loss) Before Income TaxesNet Earnings/(Loss)
Beauty2024$3,892 $1,067 $840 
20234,097 1,249 971 
Grooming20241,723 522 426 
20231,724 533 421 
Health Care20243,147 953 741 
20233,074 889 689 
Fabric & Home Care20247,710 2,077 1,621 
20237,646 2,031 1,569 
Baby, Feminine & Family Care20245,102 1,383 1,066 
20235,186 1,408 1,075 
Corporate2024163 (862)(707)
2023144 (308)(168)
Total Company2024$21,737 $5,140 $3,987 
202321,871 5,802 4,556 
v3.24.3
Goodwill and Intangible Assets
 3 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill is allocated by reportable segment as follows:
BeautyGroomingHealth CareFabric & Home CareBaby, Feminine & Family CareTotal Company
Goodwill at June 30, 2024$13,723 $12,633 $7,638 $1,810 $4,499 $40,303 
Acquisitions and divestitures— — — — — — 
Translation and other251 179 151 20 67 667 
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.
Identifiable intangible assets at September 30, 2024, were comprised of:
Gross Carrying AmountAccumulated Amortization
Intangible assets with determinable lives$9,107 $(6,700)
Intangible assets with indefinite lives19,646 — 
Total identifiable intangible assets$28,754 $(6,700)
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 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. 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 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 $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.
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.
We performed a sensitivity analysis for the Gillette indefinite-lived intangible asset as part of our annual impairment testing during the three months ended December 31, 2023, utilizing reasonably possible changes in the assumptions for the discount rate, the short-term and residual growth rates and the royalty rate to demonstrate the potential impacts to estimated fair values. The table below provides, in isolation, the estimated fair value impacts related to a 25 basis-point increase in the discount rate, a 25 basis-point decrease in our short-term and residual growth rates or a 50 basis-point decrease in our royalty rate, which may result in an additional impairment of the Gillette indefinite-lived intangible asset.
Approximate Percent Change in Estimated Fair Value
+25 bps Discount Rate-25 bps Growth Rates-50 bps Royalty Rate
Gillette indefinite-lived intangible asset(5)%(5)%(4)%
v3.24.3
Earnings Per Share
 3 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share 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 AMOUNTSThree Months Ended September 30
20242023
Net earnings$3,987 $4,556 
Less: Net earnings attributable to noncontrolling interests28 35 
Net earnings attributable to P&G3,959 4,521 
Less: Preferred dividends72 70 
Net earnings attributable to P&G available to common shareholders (Basic)$3,887 $4,450 
SHARES IN MILLIONS
Basic weighted average common shares outstanding2,356.2 2,360.0 
Add effect of dilutive securities:
Convertible preferred shares (1)
71.9 74.6 
Stock options and other unvested equity awards (2)
37.9 40.6 
Diluted weighted average common shares outstanding2,466.0 2,475.2 
NET EARNINGS PER COMMON SHARE
Basic$1.65 $1.89 
Diluted$1.61 $1.83 
(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 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.
v3.24.3
Share-Based Compensation and Postretirement Benefits
 3 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Share-Based Compensation and Postretirement Benefits 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 September 30
20242023
Share-based compensation expense$105 $125 
Net periodic benefit cost for pension benefits37 57 
Net periodic benefit (credit) for other retiree benefits(180)(156)
v3.24.3
Risk Management Activities and Fair Value Measurements
 3 Months Ended
Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Risk Management Activities and Fair Value Measurements 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 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. 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 three months ended September 30, 2024 or during the fiscal year ended June 30, 2024.
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 $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. 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 September 30, 2024 and June 30, 2024, are as follows:
Notional AmountFair Value AssetFair Value (Liability)
September 30, 2024June 30, 2024September 30, 2024June 30, 2024September 30, 2024June 30, 2024
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts$3,127 $2,993 $— $— $(249)$(325)
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
Foreign currency interest rate contracts$12,531 $10,140 $— $119 $(310)$(31)
TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS$15,658 $13,133 $— $119 $(559)$(356)
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts$3,900 $3,192 $36 $1 $(3)$(23)
TOTAL DERIVATIVES AT FAIR VALUE$19,558 $16,325 $36 $120 $(562)$(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 $2.9 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 $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. 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 $559 and $307 as of
September 30, 2024 and June 30, 2024, respectively. The Company has not been required to post collateral as a result of these contractual features.
Before tax gains and losses on our financial instruments in hedging relationships are categorized as follows:
Amount of Gain/(Loss) Recognized in OCI on Derivatives
Three Months Ended September 30
20242023
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2)
Foreign currency interest rate contracts$(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 $(611) and $344 for the three months ended September 30, 2024 and 2023, respectively.
Amount of Gain/(Loss) Recognized in Earnings
Three Months Ended September 30
20242023
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts$76 $11 
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts$126 $(71)
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).
v3.24.3
Accumulated Other Comprehensive Income/(Loss)
 3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Income/(Loss) 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 SecuritiesPostretirement Benefit PlansForeign Currency TranslationTotal AOCI
Balance at June 30, 2024, net of tax$10 $613 $(12,522)$(11,900)
Other comprehensive income/(loss), before tax:
    OCI before reclassifications2 (15)13 (1)
    Amounts reclassified to the Consolidated Statement of Earnings— (14)752 738 
Total other comprehensive income/(loss), before tax2 (29)765 737 
    Tax effect— 8 261 269 
Total other comprehensive income/(loss), net of tax2 (21)1,026 1,007 
Less: 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.
v3.24.3
Commitments and Contingencies
 3 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 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 approximately 70 countries and over 150 taxable jurisdictions and, at any point in time, has 30–40 jurisdictional audits underway at various stages of completion. We evaluate our tax positions and establish liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite our belief that the underlying tax positions are fully supportable. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitations. Such adjustments are reflected in the tax provision as appropriate. We have tax years open ranging from 2010 and forward. We are generally not able to reliably estimate the timing and ultimate settlement amounts until the close of an audit. Based on information currently available, we 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.
v3.24.3
Supplier Finance Programs
 3 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Supplier Finance Programs 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 $5.7 billion as of September 30, 2024 and $5.6 billion as of June 30, 2024.
v3.24.3
Restructuring Program
 3 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Restructuring Program 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 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).
The following table presents restructuring activity for the three months ended September 30, 2024:
Separation CostsAsset-Related CostsOther CostsTotal
RESERVE JUNE 30, 2024$133 $— $32 $166 
Costs incurred for the three months ended September 30, 202416 30 839 886 
Costs paid/settled for the three months ended September 30, 2024(33)(30)(815)(879)
RESERVE SEPTEMBER 30, 2024$116 $— $56 $172 
Separation Costs
Employee separation costs relate to severance packages that are primarily voluntary and the amounts calculated are based on salary levels and past service periods.
Asset-Related Costs
Asset-related costs consist of both asset write-downs and accelerated depreciation for manufacturing consolidations. Asset write-downs relate to the establishment of a new fair value basis for assets held-for-sale or for disposal. These assets are written down to the lower of their current carrying basis or amounts expected to be realized upon disposal, less minor disposal costs. Charges for accelerated depreciation relate to long-lived assets that will be taken out of service prior to the end of their normal service period.
Other Costs
Other restructuring-type charges are incurred as a direct result of the restructuring plan. Such charges include accumulated foreign currency translation losses, asset removal and termination of contracts related to Enterprise Market portfolio restructuring.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure    
Net Income (Loss) Attributable to Parent $ 3,959 $ 4,521
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
New Accounting Pronouncements and Policies (Policies)
 3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
New Accounting Pronouncements and Policies 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.
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.
v3.24.3
Segment Information (Tables)
 3 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
Operating segments as a percentage of consolidated net sales are as follows:
% of Net sales by operating segment (1)
Three Months Ended September 30
20242023
Fabric Care23 %23 %
Home Care13 %12 %
Baby Care9 %9 %
Hair Care9 %9 %
Family Care8 %8 %
Grooming8 %8 %
Oral Care8 %8 %
Personal Health Care7 %6 %
Feminine Care6 %7 %
Personal Care (2)
6 %6 %
Skin Care (2)
3 %4 %
Total100 %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.
Reconciliation of Revenue from Segments to Consolidated
The following is a summary of reportable segment results:
Three Months Ended September 30
Net SalesEarnings/(Loss) Before Income TaxesNet Earnings/(Loss)
Beauty2024$3,892 $1,067 $840 
20234,097 1,249 971 
Grooming20241,723 522 426 
20231,724 533 421 
Health Care20243,147 953 741 
20233,074 889 689 
Fabric & Home Care20247,710 2,077 1,621 
20237,646 2,031 1,569 
Baby, Feminine & Family Care20245,102 1,383 1,066 
20235,186 1,408 1,075 
Corporate2024163 (862)(707)
2023144 (308)(168)
Total Company2024$21,737 $5,140 $3,987 
202321,871 5,802 4,556 
v3.24.3
Goodwill and Intangible Assets (Tables)
 3 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
Goodwill is allocated by reportable segment as follows:
BeautyGroomingHealth CareFabric & Home CareBaby, Feminine & Family CareTotal Company
Goodwill at June 30, 2024$13,723 $12,633 $7,638 $1,810 $4,499 $40,303 
Acquisitions and divestitures— — — — — — 
Translation and other251 179 151 20 67 667 
Goodwill at September 30, 2024$13,974 $12,812 $7,789 $1,831 $4,566 $40,970 
Schedule of Finite-Lived Intangible Assets
Identifiable intangible assets at September 30, 2024, were comprised of:
Gross Carrying AmountAccumulated Amortization
Intangible assets with determinable lives$9,107 $(6,700)
Intangible assets with indefinite lives19,646 — 
Total identifiable intangible assets$28,754 $(6,700)
Schedule of Indefinite-Lived Intangible Assets
Identifiable intangible assets at September 30, 2024, were comprised of:
Gross Carrying AmountAccumulated Amortization
Intangible assets with determinable lives$9,107 $(6,700)
Intangible assets with indefinite lives19,646 — 
Total identifiable intangible assets$28,754 $(6,700)
Schedule of Potential Impacts to Estimated Fair Values The table below provides, in isolation, the estimated fair value impacts related to a 25 basis-point increase in the discount rate, a 25 basis-point decrease in our short-term and residual growth rates or a 50 basis-point decrease in our royalty rate, which may result in an additional impairment of the Gillette indefinite-lived intangible asset.
Approximate Percent Change in Estimated Fair Value
+25 bps Discount Rate-25 bps Growth Rates-50 bps Royalty Rate
Gillette indefinite-lived intangible asset(5)%(5)%(4)%
v3.24.3
Earnings Per Share (Tables)
 3 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
Net earnings per common share were calculated as follows:
CONSOLIDATED AMOUNTSThree Months Ended September 30
20242023
Net earnings$3,987 $4,556 
Less: Net earnings attributable to noncontrolling interests28 35 
Net earnings attributable to P&G3,959 4,521 
Less: Preferred dividends72 70 
Net earnings attributable to P&G available to common shareholders (Basic)$3,887 $4,450 
SHARES IN MILLIONS
Basic weighted average common shares outstanding2,356.2 2,360.0 
Add effect of dilutive securities:
Convertible preferred shares (1)
71.9 74.6 
Stock options and other unvested equity awards (2)
37.9 40.6 
Diluted weighted average common shares outstanding2,466.0 2,475.2 
NET EARNINGS PER COMMON SHARE
Basic$1.65 $1.89 
Diluted$1.61 $1.83 
(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 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.
v3.24.3
Share-Based Compensation and Postretirement Benefits (Tables)
 3 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Compensation and Employee Benefit Plans
The following table provides a summary of our share-based compensation expense and postretirement benefit impacts:
Three Months Ended September 30
20242023
Share-based compensation expense$105 $125 
Net periodic benefit cost for pension benefits37 57 
Net periodic benefit (credit) for other retiree benefits(180)(156)
v3.24.3
Risk Management Activities and Fair Value Measurements (Tables)
 3 Months Ended
Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments
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 AmountFair Value AssetFair Value (Liability)
September 30, 2024June 30, 2024September 30, 2024June 30, 2024September 30, 2024June 30, 2024
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts$3,127 $2,993 $— $— $(249)$(325)
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
Foreign currency interest rate contracts$12,531 $10,140 $— $119 $(310)$(31)
TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS$15,658 $13,133 $— $119 $(559)$(356)
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts$3,900 $3,192 $36 $1 $(3)$(23)
TOTAL DERIVATIVES AT FAIR VALUE$19,558 $16,325 $36 $120 $(562)$(379)
Schedule of Net Investment Hedges in Accumulated Other Comprehensive Income (Loss)
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 September 30
20242023
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2)
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 $(611) and $344 for the three months ended September 30, 2024 and 2023, respectively.
Derivative Instruments, Gain (Loss)
Amount of Gain/(Loss) Recognized in Earnings
Three Months Ended September 30
20242023
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts$76 $11 
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts$126 $(71)
v3.24.3
Accumulated Other Comprehensive Income/(Loss) (Tables)
 3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of 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 SecuritiesPostretirement Benefit PlansForeign Currency TranslationTotal AOCI
Balance at June 30, 2024, net of tax$10 $613 $(12,522)$(11,900)
Other comprehensive income/(loss), before tax:
    OCI before reclassifications2 (15)13 (1)
    Amounts reclassified to the Consolidated Statement of Earnings— (14)752 738 
Total other comprehensive income/(loss), before tax2 (29)765 737 
    Tax effect— 8 261 269 
Total other comprehensive income/(loss), net of tax2 (21)1,026 1,007 
Less: OCI attributable to noncontrolling interests, net of tax— 1 — 1 
Balance at September 30, 2024, net of tax$12 $591 $(11,496)$(10,893)
v3.24.3
Restructuring Program (Tables)
 3 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring Reserve by Type of Cost
The following table presents restructuring activity for the three months ended September 30, 2024:
Separation CostsAsset-Related CostsOther CostsTotal
RESERVE JUNE 30, 2024$133 $— $32 $166 
Costs incurred for the three months ended September 30, 202416 30 839 886 
Costs paid/settled for the three months ended September 30, 2024(33)(30)(815)(879)
RESERVE SEPTEMBER 30, 2024$116 $— $56 $172 
v3.24.3
Segment Information - Additional Information (Details)
 3 Months Ended
Sep. 30, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 5
v3.24.3
Segment Information - Percent Of Sales By Business Unit (Details) - Revenue Benchmark - Product Concentration Risk
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 100.00% 100.00%
Fabric & Home Care | Fabric Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 23.00% 23.00%
Fabric & Home Care | Home Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 13.00% 12.00%
Baby, Feminine & Family Care | Baby Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 9.00% 9.00%
Baby, Feminine & Family Care | Family Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 8.00% 8.00%
Baby, Feminine & Family Care | Feminine Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 6.00% 7.00%
Beauty | Hair Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 9.00% 9.00%
Beauty | Personal Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 6.00% 6.00%
Beauty | Skin Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 3.00% 4.00%
Grooming | Grooming    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 8.00% 8.00%
Health Care | Oral Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 8.00% 8.00%
Health Care | Personal Health Care    
Segment Reporting Information [Line Items]    
Concentration risk (in percent) 7.00% 6.00%
v3.24.3
Segment Information - Global Segment Results (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]    
Net Sales $ 21,737 $ 21,871
Earnings/(Loss) Before Income Taxes 5,140 5,802
Net Earnings/(Loss) 3,987 4,556
Beauty    
Segment Reporting Information [Line Items]    
Net Sales 3,892 4,097
Earnings/(Loss) Before Income Taxes 1,067 1,249
Net Earnings/(Loss) 840 971
Grooming    
Segment Reporting Information [Line Items]    
Net Sales 1,723 1,724
Earnings/(Loss) Before Income Taxes 522 533
Net Earnings/(Loss) 426 421
Health Care    
Segment Reporting Information [Line Items]    
Net Sales 3,147 3,074
Earnings/(Loss) Before Income Taxes 953 889
Net Earnings/(Loss) 741 689
Fabric & Home Care    
Segment Reporting Information [Line Items]    
Net Sales 7,710 7,646
Earnings/(Loss) Before Income Taxes 2,077 2,031
Net Earnings/(Loss) 1,621 1,569
Baby, Feminine & Family Care    
Segment Reporting Information [Line Items]    
Net Sales 5,102 5,186
Earnings/(Loss) Before Income Taxes 1,383 1,408
Net Earnings/(Loss) 1,066 1,075
Corporate    
Segment Reporting Information [Line Items]    
Net Sales 163 144
Earnings/(Loss) Before Income Taxes (862) (308)
Net Earnings/(Loss) $ (707) $ (168)
v3.24.3
Goodwill and Intangible Assets - Goodwill By Global Business Unit (Details)
$ in Millions
 3 Months Ended
Sep. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 40,303
Acquisitions and divestitures 0
Translation and other 667
Ending balance 40,970
Beauty  
Goodwill [Roll Forward]  
Beginning balance 13,723
Acquisitions and divestitures 0
Translation and other 251
Ending balance 13,974
Grooming  
Goodwill [Roll Forward]  
Beginning balance 12,633
Acquisitions and divestitures 0
Translation and other 179
Ending balance 12,812
Health Care  
Goodwill [Roll Forward]  
Beginning balance 7,638
Acquisitions and divestitures 0
Translation and other 151
Ending balance 7,789
Fabric & Home Care  
Goodwill [Roll Forward]  
Beginning balance 1,810
Acquisitions and divestitures 0
Translation and other 20
Ending balance 1,831
Baby, Feminine & Family Care  
Goodwill [Roll Forward]  
Beginning balance 4,499
Acquisitions and divestitures 0
Translation and other 67
Ending balance $ 4,566
v3.24.3
Goodwill and Intangible Assets - Intangible Assets (Details)
$ in Millions
Sep. 30, 2024
USD ($)
Intangible assets with determinable lives  
Gross Carrying Amount $ 9,107
Accumulated Amortization (6,700)
Intangible assets with indefinite lives  
Gross Carrying Amount 19,646
Gross Carrying Amount $ 28,754
v3.24.3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Intangible asset amortization $ 83 $ 87
Indefinite-Lived Intangible Assets [Line Items]    
Indefinite-lived intangible asset 19,646  
Gillette    
Indefinite-Lived Intangible Assets [Line Items]    
Indefinite-lived intangible asset $ 12,800  
v3.24.3
Goodwill and Intangible Assets - Fair Value Impacts (Details) - Intangible Assets with Indefinite Lives - Gillette
Dec. 31, 2023
+25 bps Discount Rate  
Indefinite-Lived Intangible Assets [Line Items]  
Change in estimated fair value (in percent) (0.05)
-25 bps Growth Rates  
Indefinite-Lived Intangible Assets [Line Items]  
Change in estimated fair value (in percent) (0.05)
-50 bps Royalty Rate  
Indefinite-Lived Intangible Assets [Line Items]  
Change in estimated fair value (in percent) (0.04)
v3.24.3
Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CONSOLIDATED AMOUNTS    
Net earnings $ 3,987 $ 4,556
Less: Net earnings attributable to noncontrolling interests 28 35
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE 3,959 4,521
Less: Preferred dividends 72 70
Net earnings attributable to P&G available to common shareholders (Basic) $ 3,887 $ 4,450
SHARES IN MILLIONS    
Basic weighted average common shares outstanding (in shares) 2,356.2 2,360.0
Add effect of dilutive securities:    
Convertible preferred shares (in shares) 71.9 74.6
Stock options and other unvested equity awards (in shares) 37.9 40.6
Diluted weighted average common shares outstanding (in shares) 2,466.0 2,475.2
NET EARNINGS PER COMMON SHARE    
Basic (in dollars per share) [1] $ 1.65 $ 1.89
Diluted (in dollars per share) [1] $ 1.61 $ 1.83
Stock options    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities (in shares) 1.0 1.0
[1] Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter & Gamble.
v3.24.3
Share-Based Compensation and Postretirement Benefits (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Retirement Benefits [Abstract]    
Share-based compensation expense $ 105 $ 125
Pension Benefits    
Defined Benefit Plan Disclosure [Line Items]    
Net periodic benefit cost (credit) 37 57
Other Retiree Benefits    
Defined Benefit Plan Disclosure [Line Items]    
Net periodic benefit cost (credit) $ (180) $ (156)
v3.24.3
Risk Management Activities and Fair Value Measurements - Additional Information (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Cash equivalents $ 10,700 $ 8,000
Fair value of long-term debt 29,000 27,700
Current portion of long-term debt instruments $ 3,900 $ 3,800
Derivative Asset, Statement of Financial Position [Extensible Enumeration] OTHER NONCURRENT ASSETS, Prepaid expenses and other current assets OTHER NONCURRENT ASSETS, Prepaid expenses and other current assets
Derivative Liability, Statement of Financial Position [Extensible Enumeration] Accrued and other liabilities, OTHER NONCURRENT LIABILITIES Accrued and other liabilities, OTHER NONCURRENT LIABILITIES
Collateral already posted, aggregate fair value $ 559 $ 307
Fair Value Hedging | Underlying, Other    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Carrying amount of the underlying debt obligation 2,900 2,700
Net Investment Hedging | Underlying, Other    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Carrying amount of the underlying debt obligation $ 12,600 $ 11,900
v3.24.3
Risk Management Activities and Fair Value Measurements - Notional Amounts And Fair Values Of Qualifying And Non-Qualifying Financial Instruments Used In Hedging Transactions (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Notional Amount $ 19,558 $ 16,325
Fair Value Asset 36 120
Fair Value (Liability) (562) (379)
Designated as Hedging Instrument    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Notional Amount 15,658 13,133
Fair Value Asset 0 119
Fair Value (Liability) (559) (356)
Interest rate contracts | Fair Value Hedging    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Notional Amount 3,127 2,993
Fair Value Asset 0 0
Fair Value (Liability) (249) (325)
Foreign currency interest rate contracts | Not Designated as Hedging Instrument    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Notional Amount 3,900 3,192
Fair Value Asset 36 1
Fair Value (Liability) (3) (23)
Foreign currency interest rate contracts | Net Investment Hedging    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Notional Amount 12,531 10,140
Fair Value Asset 0 119
Fair Value (Liability) $ (310) $ (31)
v3.24.3
Risk Management Activities and Fair Value Measurements - Gains And Losses On Derivatives In Net Investment Hedges Recognized in OCI (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Amount of gain (loss) excluded from effectiveness testing, which was recognized in earnings $ 50 $ 67
Gain/(loss) recognized in AOCI (611) 344
Foreign currency interest rate contracts    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Amount of Gain/(Loss) Recognized in OCI on Derivatives $ (501) $ 285
v3.24.3
Risk Management Activities and Fair Value Measurements - Gains And Losses On Derivatives In Net Investment Hedges Recognized in Earnings (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Interest rate contracts | Fair Value Hedging    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Amount of Gain/(Loss) Recognized in Earnings $ 76 $ 11
Foreign currency interest rate contracts | Not Designated as Hedging Instrument    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Amount of Gain/(Loss) Recognized in Earnings $ 126 $ (71)
v3.24.3
Accumulated Other Comprehensive Income/(Loss) - Statement of AOCI (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance $ 50,559 $ 47,065
Other comprehensive income/(loss), before tax:    
OCI before reclassifications (1)  
Amounts reclassified to the Consolidated Statement of Earnings 738  
Total other comprehensive income/(loss), before tax 737  
Tax effect 269  
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX 1,007 (366)
Less: OCI attributable to noncontrolling interests, net of tax 1  
Ending balance 52,141 48,014
Accumulated Other Comprehensive Income/(Loss)    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance (11,900) (12,220)
Other comprehensive income/(loss), before tax:    
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX 1,006 (363)
Ending balance (10,893) $ (12,583)
Investment Securities    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance 10  
Other comprehensive income/(loss), before tax:    
OCI before reclassifications 2  
Amounts reclassified to the Consolidated Statement of Earnings 0  
Total other comprehensive income/(loss), before tax 2  
Tax effect 0  
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX 2  
Less: OCI attributable to noncontrolling interests, net of tax 0  
Ending balance 12  
Post-retirement Benefit Plans    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance 613  
Other comprehensive income/(loss), before tax:    
OCI before reclassifications (15)  
Amounts reclassified to the Consolidated Statement of Earnings (14)  
Total other comprehensive income/(loss), before tax (29)  
Tax effect 8  
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX (21)  
Less: OCI attributable to noncontrolling interests, net of tax 1  
Ending balance 591  
Foreign Currency Translation    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance (12,522)  
Other comprehensive income/(loss), before tax:    
OCI before reclassifications 13  
Amounts reclassified to the Consolidated Statement of Earnings 752  
Total other comprehensive income/(loss), before tax 765  
Tax effect 261  
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX 1,026  
Less: OCI attributable to noncontrolling interests, net of tax 0  
Ending balance $ (11,496)  
v3.24.3
Commitments and Contingencies (Details)
 3 Months Ended
Sep. 30, 2024
audit
country
taxable_jurisdiction
Loss Contingencies [Line Items]  
Number of countries with on the ground operations | country 70
Number of taxable jurisdictions | taxable_jurisdiction 150
Minimum  
Loss Contingencies [Line Items]  
Number of audits underway 30
Maximum  
Loss Contingencies [Line Items]  
Number of audits underway 40
v3.24.3
Supplier Finance Programs (Details) - USD ($)
$ in Billions
Sep. 30, 2024
Jun. 30, 2024
Supplier Finance Program [Line Items]    
Amount due to suppliers participating in SCF $ 5.7 $ 5.6
Supplier Finance Program, Obligation, Statement of Financial Position [Extensible Enumeration] Accounts payable Accounts payable
Minimum    
Supplier Finance Program [Line Items]    
Payment terms for suppliers (in days) 60 days  
Maximum    
Supplier Finance Program [Line Items]    
Payment terms for suppliers (in days) 180 days  
v3.24.3
Restructuring Program - Narrative (Details)
$ in Millions
 3 Months Ended
Sep. 30, 2024
USD ($)
Restructuring Cost and Reserve [Line Items]  
Foreign currency translation gain (loss) $ (800)
Restructuring charges incurred to date 1,200
Restructuring charges 886
Selling, General and Administrative Expenses  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 54
Cost of Sales  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 41
Other Non-operating Income (Expense)  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 791
Minimum  
Restructuring Cost and Reserve [Line Items]  
Historical restructuring costs, before tax 250
Maximum  
Restructuring Cost and Reserve [Line Items]  
Historical restructuring costs, before tax $ 500
v3.24.3
Restructuring Program - Restructuring Activity (Details)
$ in Millions
 3 Months Ended
Sep. 30, 2024
USD ($)
Restructuring Reserve [Roll Forward]  
Beginning balance $ 166
Cost incurred 886
Cost paid/settled (879)
Ending balance 172
Separation Costs  
Restructuring Reserve [Roll Forward]  
Beginning balance 133
Cost incurred 16
Cost paid/settled (33)
Ending balance 116
Asset-Related Costs  
Restructuring Reserve [Roll Forward]  
Beginning balance 0
Cost incurred 30
Cost paid/settled (30)
Ending balance 0
Other Costs  
Restructuring Reserve [Roll Forward]  
Beginning balance 32
Cost incurred 839
Cost paid/settled (815)
Ending balance $ 56
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