Item 1. Financial Statements

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Item 1. Financial Statements

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended December 31Six Months Ended December 31
Amounts in millions except per share amounts2025202420252024
NET SALES$22,208$21,882$44,594$43,619
Cost of products sold10,83410,41821,72120,839
Selling, general and administrative expense6,0085,72311,65111,242
OPERATING INCOME5,3665,74111,22211,538
Interest expense(220)(240)(417)(478)
Interest income115119222254
Other non-operating income/(expense), net160224427(330)
EARNINGS BEFORE INCOME TAXES5,4215,84511,45510,985
Income taxes1,0901,1872,3432,339
NET EARNINGS4,3314,6599,1128,646
Less: Net earnings attributable to noncontrolling interests12294256
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE$4,319$4,630$9,070$8,589
NET EARNINGS PER COMMON SHARE (1)
Basic$1.82$1.94$3.82$3.59
Diluted$1.78$1.88$3.73$3.49

(1)Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter & Gamble.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended December 31Six Months Ended December 31
Amounts in millions2025202420252024
NET EARNINGS$4,331$4,659$9,112$8,646
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
Foreign currency translation45(770)25256
Unrealized gains/(losses) on investment securities2—11
Unrealized gains/(losses) on defined benefit postretirement plans(2)2413
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX46(747)27260
TOTAL COMPREHENSIVE INCOME4,3773,9129,1398,906
Less: Comprehensive income attributable to noncontrolling interests10263454
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE$4,367$3,887$9,105$8,852

See accompanying Notes to Consolidated Financial Statements.

2 The Procter & Gamble Company

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Amounts in millionsDecember 31, 2025June 30, 2025
Assets
CURRENT ASSETS
Cash and cash equivalents$10,825$9,556
Accounts receivable6,2796,185
INVENTORIES
Materials and supplies2,1392,022
Work in process1,0071,012
Finished goods4,6724,516
Total inventories7,8177,551
Prepaid expenses and other current assets1,6662,100
TOTAL CURRENT ASSETS26,58825,392
PROPERTY, PLANT AND EQUIPMENT, NET24,48723,897
GOODWILL41,66541,650
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET21,73721,910
OTHER NONCURRENT ASSETS12,80912,381
TOTAL ASSETS$127,286$125,231
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Accounts payable$15,173$15,227
Accrued and other liabilities10,46311,318
Debt due within one year11,0629,513
TOTAL CURRENT LIABILITIES36,69936,058
LONG-TERM DEBT25,57724,995
DEFERRED INCOME TAXES5,9745,774
OTHER NONCURRENT LIABILITIES5,7196,120
TOTAL LIABILITIES73,96972,946
SHAREHOLDERS’ EQUITY
Preferred stock767777
Common stock – shares issued –December 20254,009.2
June 20254,009.24,0094,009
Additional paid-in capital69,01068,770
Reserve for ESOP debt retirement(637)(672)
Accumulated other comprehensive loss(12,108)(12,143)
Treasury stock(141,981)(138,702)
Retained earnings133,981129,973
Noncontrolling interest276272
TOTAL SHAREHOLDERS’ EQUITY53,31752,284
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$127,286$125,231

See accompanying Notes to Consolidated Financial Statements.

The Procter & Gamble Company 3

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Three Months Ended December 31, 2025
Dollars in millions; shares in thousandsCommon StockPreferred StockAdditional Paid-In CapitalReserve for ESOP Debt RetirementAccumulated Other Comprehensive Income/(Loss)Treasury StockRetained EarningsNoncontrolling InterestTotal Shareholders' Equity
SharesAmount
BALANCE SEPTEMBER 30, 20252,336,734$4,009$770$68,917($637)($12,156)($139,845)$132,212$281$53,551
Net earnings4,319124,331
Other comprehensive income/(loss)48(2)46
Dividends and dividend equivalents ($1.0568 per share):
Common(2,478)(2,478)
Preferred(73)(73)
Treasury stock purchases(15,566)(2,271)(2,271)
Employee stock plans2,35092132224
Preferred stock conversions483(3)—3—
ESOP debt impacts———
Noncontrolling interest, net—(14)(14)
BALANCE DECEMBER 31, 20252,324,001$4,009$767$69,010($637)($12,108)($141,981)$133,981$276$53,317
Six Months Ended December 31, 2025
Dollars in millions; shares in thousandsCommon StockPreferred StockAdditional Paid-In CapitalReserve for ESOP Debt RetirementAccumulated Other Comprehensive Income/(Loss)Treasury StockRetained EarningsNoncontrolling InterestTotal Shareholders' Equity
SharesAmount
BALANCE JUNE 30, 20252,341,994$4,009$777$68,770($672)($12,143)($138,702)$129,973$272$52,284
Net earnings9,070429,112
Other comprehensive income/(loss)35(8)27
Dividends and dividend equivalents ($2.1136 per share):
Common(4,960)(4,960)
Preferred(146)(146)
Treasury stock purchases(23,591)(3,529)(3,529)
Employee stock plans4,304238242480
Preferred stock conversions1,294(10)19—
ESOP debt impacts354479
Noncontrolling interest, net—(30)(30)
BALANCE DECEMBER 31, 20252,324,001$4,009$767$69,010($637)($12,108)($141,981)$133,981$276$53,317

See accompanying Notes to Consolidated Financial Statements.

4 The Procter & Gamble Company

Three Months Ended December 31, 2024
Dollars in millions; shares in thousandsCommon StockPreferred StockAdditional Paid-In CapitalReserve for ESOP Debt RetirementAccumulated Other Comprehensive Income/(Loss)Treasury StockRetained EarningsNoncontrolling InterestTotal Shareholders' Equity
SharesAmount
BALANCE SEPTEMBER 30, 20242,355,042$4,009$791$68,102($707)($10,893)($134,823)$125,361$300$52,141
Net earnings4,630294,659
Other comprehensive income/(loss)(744)(3)(747)
Dividends and dividend equivalents ($1.0065 per share):
Common(2,375)(2,375)
Preferred(72)(72)
Treasury stock purchases(14,716)(2,520)(2,520)
Employee stock plans4,057181228408
Preferred stock conversions469(3)—3—
ESOP debt impacts———
Noncontrolling interest, net—(51)(51)
BALANCE DECEMBER 31, 20242,344,852$4,009$788$68,283($707)($11,637)($137,112)$127,544$275$51,443
Six Months Ended December 31, 2024
Dollars in millions; shares in thousandsCommon 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 earnings8,589568,646
Other comprehensive income/(loss)263(3)260
Dividends and dividend equivalents ($2.0130 per share):
Common(4,754)(4,754)
Preferred(144)(144)
Treasury stock purchases(26,269)(4,462)(4,462)
Employee stock plans12,8275987201,318
Preferred stock conversions1,243(10)19—
ESOP debt impacts304171
Noncontrolling interest, net—(51)(51)
BALANCE DECEMBER 31, 20242,344,852$4,009$788$68,283($707)($11,637)($137,112)$127,544$275$51,443

See accompanying Notes to Consolidated Financial Statements.

The Procter & Gamble Company 5

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended December 31
Amounts in millions20252024
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD$9,556$9,482
OPERATING ACTIVITIES (1)
Net earnings9,1128,646
Depreciation and amortization1,5631,434
Share-based compensation expense262241
Deferred income taxes196221
(Gain)/loss on sale of assets1787
Change in accounts receivable(92)(262)
Change in inventories(255)(170)
Change in accounts payable239(286)
Other(645)(1,484)
TOTAL OPERATING ACTIVITIES10,3809,127
INVESTING ACTIVITIES
Capital expenditures(2,367)(1,918)
Proceeds from asset sales1647
Acquisitions, net of cash acquired(5)(6)
Other investing activity(408)(153)
TOTAL INVESTING ACTIVITIES(2,763)(2,029)
FINANCING ACTIVITIES
Dividends to shareholders(5,093)(4,886)
Additions to short-term debt with original maturities of more than three months4,1805,905
Reductions in short-term debt with original maturities of more than three months(3,270)(571)
Net additions/(reductions) to other short-term debt(471)(2,705)
Additions to long-term debt2,652995
Reductions in long-term debt(1,005)(1,478)
Treasury stock purchases(3,528)(4,449)
Impact of stock options and other208985
TOTAL FINANCING ACTIVITIES(6,327)(6,205)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH(21)(144)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH1,269748
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD$10,825$10,230

(1)Certain prior period amounts within Operating Activities have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the previously reported Total Operating Activities.

See accompanying Notes to Consolidated Financial Statements.

6 The Procter & Gamble Company

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of The Procter & Gamble Company and subsidiaries ("the Company," "Procter & Gamble," "P&G," "we" or "our") should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. 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 December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. This guidance will require additional disclosures in the Income Tax footnote but will not have a material impact on our Consolidated Financial Statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses”. This guidance requires disclosures about significant expense categories, including but not limited to, inventory purchases, employee compensation, depreciation, amortization and selling expenses. This amendment is effective for our fiscal year ending June 30, 2028 and our interim periods within the fiscal year ending June 30, 2029. We are currently assessing the impact of this guidance on our disclosures.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software”. This guidance amends the accounting for and disclosure of software costs. This amendment is effective for our fiscal year ending June 30, 2029 and the interim periods within that fiscal year. We are currently assessing the impact of this guidance on our Consolidated Financial Statements.

In December 2025, the FASB issued ASU No. 2025-10, “Accounting for Government Grants Received by Business Entities”. This amendment provides guidance on the recognition, measurement, and presentation of government grants. This amendment is effective for our fiscal year ending June 30, 2030 and the interim periods within that fiscal year. We are currently assessing the impact of this guidance on our Consolidated Financial Statements.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our Consolidated Financial Statements.

3. Segment Information

Under U.S. GAAP, our operating segments are aggregated into five reportable segments: 1) Beauty, 2) Grooming, 3) Health Care, 4) Fabric & Home Care and 5) Baby, Feminine & Family Care. Our five reportable segments are comprised of:

  • Beauty: Hair Care (Conditioners, Shampoos, Styling Aids, Treatments); Personal Care (Antiperspirants and Deodorants, Personal Cleansing); Skin Care (Facial Moisturizers, Cleaners and Treatments);

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

  • Health Care: Oral Care (Toothbrushes, Toothpastes, Other Oral Care); Personal Health Care (Gastrointestinal, Pain Relief, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care);

  • Fabric & Home Care: Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care); and

  • Baby, Feminine & Family Care: Baby Care (Baby Wipes, Taped Diapers and Pants); Feminine Care (Adult Incontinence, Menstrual Care); Family Care (Paper Towels, Tissues, Toilet Paper).

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

The Procter & Gamble Company 7

Operating segments as a percentage of consolidated net sales are as follows:

% of Net sales by operating segment (1)
Three Months Ended December 31Six Months Ended December 31
2025202420252024
Fabric Care23%23%23%23%
Home Care12%12%12%12%
Baby Care9%9%9%9%
Hair Care9%9%9%9%
Oral Care9%9%8%8%
Family Care8%9%8%9%
Grooming8%8%8%8%
Personal Health Care7%6%7%7%
Feminine Care6%6%6%6%
Personal Care5%5%6%6%
Skin Care4%4%4%3%
Total100%100%100%100%

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

The following is a summary of reportable segment results:

Three Months Ended December 31, 2025
BeautyGroomingHealth CareFabric & Home CareBaby, Feminine & Family CareCorporateTotal Company
Net sales$4,039$1,794$3,406$7,686$5,123$160$22,208
Cost of products sold(1,557)(732)(1,373)(4,064)(2,762)(346)(10,834)
Selling, general and administrative expense(1,490)(531)(1,020)(1,661)(1,023)(284)(6,008)
Other segment items (1)——(3)——5855
Earnings/(loss) before income taxes9925311,0091,9611,338(412)5,421
Net earnings/(loss)$763$417$770$1,521$1,020$(161)$4,331
Other segment information
Depreciation and amortization$103$78$108$186$207$121$803
Capital expenditures$86$128$139$318$361$135$1,167

(1)Other segment items for each reportable segment includes interest expense, interest income and certain other non-operating income/(expense).

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

8 The Procter & Gamble Company

Three Months Ended December 31, 2024
BeautyGroomingHealth CareFabric & Home CareBaby, Feminine & Family CareCorporateTotal Company
Net sales$3,848$1,752$3,249$7,575$5,298$159$21,882
Cost of products sold(1,462)(681)(1,284)(3,936)(2,820)(235)(10,418)
Selling, general and administrative expense(1,390)(504)(991)(1,649)(1,014)(175)(5,723)
Other segment items (1)———(1)—104104
Earnings/(loss) before income taxes9965689741,9891,464(146)5,845
Net earnings/(loss)$780$459$758$1,567$1,119$(24)$4,659
Other segment information
Depreciation and amortization$101$77$101$180$202$46$706
Capital expenditures$69$86$135$267$261$107$925

(1)Other segment items for each reportable segment includes interest expense, interest income and certain other non-operating income/(expense).

Six Months Ended December 31, 2025
BeautyGroomingHealth CareFabric & Home CareBaby, Feminine & Family CareCorporateTotal Company
Net sales$8,182$3,611$6,626$15,479$10,294$402$44,594
Cost of products sold(3,181)(1,475)(2,716)(8,208)(5,532)(607)(21,721)
Selling, general and administrative expense(2,877)(1,020)(1,965)(3,268)(1,978)(544)(11,651)
Other segment items (1)——3——230233
Earnings/(loss) before income taxes2,1241,1171,9474,0032,784(520)11,455
Net earnings/(loss)$1,643$881$1,489$3,100$2,125$(125)$9,112
Other segment information
Depreciation and amortization$205$158$213$371$413$204$1,563
Capital expenditures$160$260$248$600$635$463$2,367

(1)Other segment items for each reportable segment includes interest expense, interest income and certain other non-operating income/(expense).

Six Months Ended December 31, 2024
BeautyGroomingHealth CareFabric & Home CareBaby, Feminine & Family CareCorporateTotal Company
Net sales$7,741$3,475$6,397$15,285$10,400$322$43,619
Cost of products sold(2,956)(1,387)(2,543)(7,941)(5,550)(463)(20,839)
Selling, general and administrative expense(2,722)(999)(1,926)(3,277)(2,003)(315)(11,242)
Other segment items (1)(1)————(553)(554)
Earnings/(loss) before income taxes2,0631,0901,9284,0662,847(1,009)10,985
Net earnings/(loss)$1,620$885$1,499$3,188$2,185$(731)$8,646
Other segment information
Depreciation and amortization$200$160$198$358$406$112$1,434
Capital expenditures$118$181$218$471$459$472$1,918

(1)Other segment items for each reportable segment includes interest expense, interest income and certain other non-operating income/(expense). Corporate includes non-operating losses comprised primarily of a non-cash charge of $752 for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina.

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

The Procter & Gamble Company 9

The Chief Operating Decision Maker (CODM) does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment.

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, 2025$14,229$12,993$7,941$1,848$4,640$41,650
Acquisitions and divestitures——————
Translation and other57(2)2315
GOODWILL AT DECEMBER 31, 2025$14,234$12,999$7,939$1,850$4,643$41,665

Goodwill increased from June 30, 2025, primarily due to currency translation.

Identifiable intangible assets at December 31, 2025, were comprised of:

Gross Carrying AmountAccumulated Amortization
Intangible assets with determinable lives$9,183$(7,157)
Intangible assets with indefinite lives19,710—
Total identifiable intangible assets$28,893$(7,157)

Intangible assets with determinable lives consist of brands, patents, technology and customer relationships. The intangible assets with indefinite lives primarily consist of brands. The amortization expense of determinable-lived intangible assets for the three months ended December 31, 2025 and 2024, was $77 and $80, respectively. For the six months ended December 31, 2025 and 2024, amortization expense was $156 and $163, 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.

Based on our impairment testing performed during the three months ended December 31, 2025, the Gillette indefinite-lived intangible asset's fair value exceeds its carrying value by greater than 10%. As of December 31, 2025, the carrying value of the Gillette indefinite-lived intangible asset was $12.8 billion. Adverse changes in the business or in the macroeconomic environment, including foreign currency devaluation, increasing global inflation, or market contraction from an economic recession, could reduce the underlying cash flows used to estimate the fair value of the Gillette indefinite-lived intangible asset and trigger an 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 rate), discount rate and royalty rate.

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 rate represents the expected rate at which the Gillette brand is expected to grow beyond the shorter-term business planning period. The residual growth rate utilized in our fair value estimates is consistent with the brand operating plans and approximates 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 is based on a weighted average cost of capital that is likely to be expected by a market participant, 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.

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

10 The Procter & Gamble Company

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, 2025, utilizing reasonably possible changes in the assumptions for the discount rate, the short-term and residual growth rates and the royalty rate to demonstrate the potential impacts to estimated fair values. The table below provides, in isolation, the estimated fair value impacts related to a 25 basis-point increase in the discount rate, a 25 basis-point decrease in our short-term and residual growth rates or a 50 basis-point decrease in our royalty rate.

Approximate Percent Change in Estimated Fair Value
+25 bps Discount Rate-25 bps Growth Rates-50 bps Royalty Rate
Gillette indefinite-lived intangible asset(5)%(5)%(4)%

5. Earnings Per Share

Basic net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less preferred dividends by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble by the diluted weighted average number of common shares outstanding during the period. The diluted shares include the dilutive effect of stock options and other share-based awards based on the treasury stock method and the assumed conversion of preferred stock.

Net earnings per common share were calculated as follows:

CONSOLIDATED AMOUNTSThree Months Ended December 31Six Months Ended December 31
2025202420252024
Net earnings attributable to P&G (Diluted)$4,319$4,630$9,070$8,589
Less: Preferred dividends7372146144
Net earnings attributable to P&G available to common shareholders (Basic)$4,247$4,558$8,924$8,445
SHARES IN MILLIONS
Basic weighted average common shares outstanding2,335.32,351.92,338.72,354.1
Add effect of dilutive securities:
Stock options and other unvested equity awards (1)20.034.922.736.4
Convertible preferred shares (2)68.771.369.071.6
Diluted weighted average common shares outstanding2,424.02,458.12,430.42,462.1
NET EARNINGS PER COMMON SHARE
Basic$1.82$1.94$3.82$3.59
Diluted$1.78$1.88$3.73$3.49

(1)For the three months ended December 31, 2025 and 2024, the weighted average of stock options that were antidilutive and not included in the diluted net earnings per share calculation were 23 million and 8 million, respectively. For the six months ended December 31, 2025 and 2024, the weighted average of stock options that were antidilutive and not included in the diluted net earnings per share calculation were 19 million and 4 million, respectively.

(2)An overview of preferred shares can be found in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

6. Share-Based Compensation and Postretirement Benefits

The following table provides a summary of our share-based compensation expense and postretirement benefit impacts:

Three Months Ended December 31Six Months Ended December 31
2025202420252024
Share-based compensation expense$140$136$262$241
Net periodic benefit cost for pension benefits26266563
Net periodic benefit (credit) for other retiree benefits(149)(180)(302)(360)

7. Risk Management Activities and Fair Value Measurements

As a multinational company with diverse product offerings, we are exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. There have been no significant changes in our risk management policies or activities during the six months ended December 31, 2025.

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

The Procter & Gamble Company 11

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. There were no significant assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented.

Cash equivalents were $9.4 billion and $8.3 billion as of December 31, 2025 and June 30, 2025, 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 $31.3 billion and $29.5 billion as of December 31, 2025 and June 30, 2025, respectively. This includes the current portion of long-term debt instruments ($6.4 billion and $5.3 billion as of December 31, 2025 and June 30, 2025, respectively). Certain long-term debt (debt designated as a fair value hedge) is recorded at fair value. All other long-term debt is recorded at amortized cost but is measured at fair value for disclosure purposes. We consider our debt to be Level 2 in the fair value hierarchy. Fair values are generally estimated based on quoted market prices for identical or similar instruments.

Disclosures about Financial Instruments

The notional amounts and fair values of financial instruments used in hedging transactions as of December 31, 2025 and June 30, 2025, are as follows:

Notional AmountFair Value AssetFair Value (Liability)
December 31, 2025June 30, 2025December 31, 2025June 30, 2025December 31, 2025June 30, 2025
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts$5,336$3,280$—$—$(207)$(201)
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
Foreign currency interest rate contracts$11,992$11,874$3$—$(502)$(860)
TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS$17,328$15,154$3$—$(709)$(1,061)
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts$4,381$3,576$30$19$(4)$—
TOTAL DERIVATIVES AT FAIR VALUE$21,709$18,730$33$19$(712)$(1,062)

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 $5.1 billion and $3.1 billion as of December 31, 2025 and June 30, 2025, 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 $12.4 billion and $11.2 billion as of December 31, 2025 and June 30, 2025, respectively. The increase in the notional balance of interest rate contracts designated as fair value hedges is driven by debt portfolio rebalancing to meet interest rate risk management objectives.

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 $706 and $1.1 billion as of December 31, 2025 and June 30, 2025, respectively. The Company has not been required to post collateral as a result of these contractual features.

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

12 The Procter & Gamble Company

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

Amount of Gain/(Loss) Recognized in OCI on Derivatives
Three Months Ended December 31Six Months Ended December 31
2025202420252024
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2)
Foreign currency interest rate contracts$(17)$857$(3)$356

(1) For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $65 and $57 for the three months ended December 31, 2025 and 2024, respectively. The amount of gain excluded from effectiveness testing was $136 and $107 for the six months ended December 31, 2025 and 2024, respectively.

(2) In addition to the foreign currency derivative contracts designated as net investment hedges, certain of our foreign currency denominated debt instruments are designated as net investment hedges. The amount of gain recognized in Accumulated other comprehensive income (AOCI) for such instruments was $9 and $825 for the three months ended December 31, 2025 and 2024, respectively. The amount of gain recognized in AOCI for such instruments was $39 and $215 for the six months ended December 31, 2025 and 2024, respectively.

Amount of Gain/(Loss) Recognized in Earnings
Three Months Ended December 31Six Months Ended December 31
2025202420252024
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts$(12)$34$(5)$110
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts$28$(174)$22$(48)

The gains/(losses) on the derivatives in fair value hedging relationships are fully offset by the mark-to-market impact of the related exposure. These are both recognized in Interest expense. 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, 2025, NET OF TAX$9$(777)$(11,375)$(12,143)
Other comprehensive income/(loss), before tax:
OCI before reclassifications1(12)3323
Amounts reclassified to the Consolidated Statement of Earnings—14—14
Total other comprehensive income/(loss), before tax123336
Tax effect(1)—(8)(9)
Total other comprehensive income/(loss), net of tax112527
Less: OCI attributable to noncontrolling interests, net of tax——(9)(8)
BALANCE AT DECEMBER 31, 2025, NET OF TAX$10$(776)$(11,342)$(12,108)

Foreign currency translation includes financial statement translation and changes in fair value of net investment hedges (see Note 7).

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

9. Commitments and Contingencies

Litigation

We are subject, from time to time, to certain legal proceedings and claims arising out of our business, which cover a wide range of matters, including antitrust and trade regulation, product liability, advertising, contracts, environmental, patent and trademark matters, labor and employment matters and tax. While considerable uncertainty exists, in the opinion of management and our counsel, the ultimate resolution of the various lawsuits and claims will not materially affect our financial position, results of operations or cash flows.

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

The Procter & Gamble Company 13

We are also subject to contingencies pursuant to environmental laws and regulations that in the future may require us to take action to correct the effects on the environment of prior manufacturing and waste disposal practices. Based on currently available information, we do not believe the ultimate resolution of environmental remediation will materially affect our financial position, results of operations or cash flows.

Income Tax Uncertainties

The Company is present in about 70 countries and over 150 taxable jurisdictions and, at any point in time, has 30–40 jurisdictional audits underway at various stages of completion. We evaluate our tax positions and establish liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite our belief that the underlying tax positions are fully supportable. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitations. Such adjustments are reflected in the tax provision as appropriate. We have tax years open ranging from 2010 and forward. We are generally not able to reliably estimate the timing and ultimate settlement amounts until the close of an audit. Based on information currently available, we anticipate over the next 12-month period, audit activity could be completed related to uncertain tax positions in multiple jurisdictions for which we have accrued liabilities of approximately $124, including interest and penalties.

Additional information on the Commitments and Contingencies of the Company can be found in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

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 $5.8 billion as of December 31, 2025 and June 30, 2025.

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 June 2025, the Company announced a portfolio and productivity plan to streamline its portfolio and organization to improve its cost structure and competitiveness. The Company expects to incur approximately $1.5 to $2.0 billion in before-tax restructuring costs over two years. The Company expects to incur half of the costs under this plan by the end of fiscal 2026, with the remainder incurred in fiscal 2027.

The restructuring activities will be executed across the Sector Business Units as well as the Enterprise Markets, Corporate Functions and Global Business Services. These restructuring activities include a plan for a reduction of up to 7,000 non-manufacturing overhead personnel by the end of fiscal 2027. In addition, the plan includes brand and market exits as well as the optimization of the supply chain and other manufacturing processes.

Costs incurred under the plan will consist primarily of costs to separate employees and asset-related costs to exit facilities. The Company will also incur other types of costs outlined below as a direct result of the plan. For the three months ended December 31, 2025, the Company incurred total before tax charges of $369 including $180 in Costs of products sold, $171 in SG&A and $18 in Other non-operating income/(expense), net. For the six months ended December 31, 2025, the Company incurred charges of $584 including $280 in Costs of products sold, $277 in SG&A and $27 in Other non-operating income/(expense), net.

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

14 The Procter & Gamble Company

The following table presents restructuring activity for the six months ended December 31, 2025:

SeparationsAsset Related CostsOtherTotal
RESERVE JUNE 30, 2025$120$—$69$189
Costs incurred for the three months ended September 30, 20251242765215
Costs incurred for the three months ended December 31, 20251988388369
Costs incurred for the six months ended December 31, 2025322109152584
Costs paid/settled for the six months ended December 31, 2025(172)(109)(99)(380)
RESERVE DECEMBER 31, 2025$271$—$122$393

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 asset removal and termination of contracts related to supply chain redesign.

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