Cover and table of contents

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Cover and table of contents

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 December 31, 2024

OR

oFalseTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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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, Ohio45202
(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
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 filerþAccelerated 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 2,344,851,814 shares of Common Stock outstanding as of December 31, 2024.

FORM 10-Q TABLE OF CONTENTSPage
PART IItem 1.Financial Statements1
Consolidated Statements of Earnings1
Consolidated Statements of Comprehensive Income1
Consolidated Balance Sheets2
Consolidated Statements of Shareholders' Equity3
Consolidated Statements of Cash Flows5
Notes to Consolidated Financial Statements6
Note 1: Basis of Presentation6
Note 2: New Accounting Pronouncements and Policies6
Note 3: Segment Information6
Note 4: Goodwill and Intangible Assets7
Note 5: Earnings Per Share9
Note 6: Share-Based Compensation and Postretirement Benefits9
Note 7: Risk Management Activities and Fair Value Measurements10
Note 8: Accumulated Other Comprehensive Income/(Loss)11
Note 9: Commitments and Contingencies11
Note 10: Supplier Finance Programs12
Note 11: Restructuring Program12
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations13
Item 3.Quantitative and Qualitative Disclosures About Market Risk28
Item 4.Controls and Procedures28
PART IIItem 1.Legal Proceedings29
Item 1A.Risk Factors29
Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities29
Item 5.Other Information29
Item 6.Exhibits30
Signature30

The Procter & Gamble Company 1

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements