PROCTER & GAMBLE Co - Annual Report: 2024 (Form 10-K)

NET EARNINGS Less: Net earnings attributable to noncontrolling interests NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE$ $ $

NET EARNINGS PER COMMON SHARE (1)

Basic$ $ $ Diluted$ $ $

(1)

Consolidated Statements of Comprehensive Income


Amounts in millions; fiscal years ended June 30	2024	2023	2022
NET EARNINGS	$	$	$
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
Foreign currency translation (net of tax (benefit)/expense of $, $() and $, respectively)	()	()	()
Unrealized gains/(losses) on investment securities (net of tax (benefit)/expense of $(), $() and $, respectively)	()	()
Unrealized gains on defined benefit postretirement plans (net of tax expense of $, $ and $, respectively)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX		()
TOTAL COMPREHENSIVE INCOME
Less: Comprehensive income attributable to noncontrolling interests
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE	$	$	$

See accompanying Notes to Consolidated Financial Statements.

The Procter & Gamble Company 37

Consolidated Balance Sheets


Amounts in millions except stated values; as of June 30	2024	2023
Assets
CURRENT ASSETS
Cash and cash equivalents	$	$
Accounts receivable
INVENTORIES
Materials and supplies
Work in process
Finished goods
Total inventories
Prepaid expenses and other current assets
TOTAL CURRENT ASSETS
PROPERTY, PLANT AND EQUIPMENT, NET
GOODWILL
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET
OTHER NONCURRENT ASSETS
TOTAL ASSETS	$	$

Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Accounts payable	$	$
Accrued and other liabilities
Debt due within one year
TOTAL CURRENT LIABILITIES
LONG-TERM DEBT
DEFERRED INCOME TAXES
OTHER NONCURRENT LIABILITIES
TOTAL LIABILITIES
SHAREHOLDERS' EQUITY
Convertible Class A preferred stock, stated value $ per share ( shares authorized)
Non-Voting Class B preferred stock, stated value $ per share ( shares authorized)
Common stock, stated value $ per share ( shares authorized; shares issued: 2024 - , 2023 - )
Additional paid-in capital
Reserve for ESOP debt retirement	()	()
Accumulated other comprehensive loss	()	()
Treasury stock (shares held: 2024 - ; 2023 - )	()	()
Retained earnings
Noncontrolling interest
TOTAL SHAREHOLDERS' EQUITY
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	$

See accompanying Notes to Consolidated Financial Statements.

38 The Procter & Gamble Company

Consolidated Statements of Shareholders' Equity

Dollars in millions except per share amounts;
shares in thousands

Common Stock

Preferred Stock

Additional Paid-In Capital

Reserve for ESOP Debt Retirement

Accumulated
Other
Comprehensive
Income/(Loss)

Treasury Stock

Retained Earnings

Noncontrolling Interest

Total Shareholders' Equity

Amount

BALANCE JUNE 30, 2021

($)

Net earnings

Other comprehensive income/(loss)

()

Dividends and dividend equivalents ($ per share):

Common

()

Preferred

()

Treasury stock purchases

()

Employee stock plans

Preferred stock conversions

()

ESOP debt impacts

Noncontrolling interest, net

()

BALANCE JUNE 30, 2022

($)

Net earnings

Other comprehensive income/(loss)

()

Dividends and dividend equivalents ($ per share):

Common

()

Preferred

()

Treasury stock purchases

()

Employee stock plans

Preferred stock conversions

()

ESOP debt impacts

Noncontrolling interest, net

—

()

BALANCE JUNE 30, 2023

($)

Net earnings

Other comprehensive income/(loss)

()

Dividends and dividend equivalents ($ per share):

Common

()

Preferred

()

Treasury stock purchases

()

Employee stock plans

Preferred stock conversions

()

ESOP debt impacts

Noncontrolling interest, net

—

()

BALANCE JUNE 30, 2024

($)

See accompanying Notes to Consolidated Financial Statements.

The Procter & Gamble Company 39

Consolidated Statements of Cash Flows


Amounts in millions; fiscal years ended June 30	2024	2023	2022
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR	$	$	$
OPERATING ACTIVITIES
Net earnings
Depreciation and amortization
Share-based compensation expense
Deferred income taxes	()	()	()
Loss/(gain) on sale of assets	()	()	()
Indefinite-lived intangible asset impairment charge
Change in accounts receivable	()	()	()
Change in inventories	()	()	()
Change in accounts payable and accrued and other liabilities
Change in other operating assets and liabilities	()	()	()
Other
TOTAL OPERATING ACTIVITIES
INVESTING ACTIVITIES
Capital expenditures	()	()	()
Proceeds from asset sales
Acquisitions, net of cash acquired	()	()	()
Other investing activity	()
TOTAL INVESTING ACTIVITIES	()	()	()
FINANCING ACTIVITIES
Dividends to shareholders	()	()	()
Additions to short-term debt with original maturities of more than three months
Reductions in short-term debt with original maturities of more than three months	()	()	()
Net additions/(reductions) to other short-term debt		()
Additions to long-term debt
Reductions in long-term debt	()	()	()
Treasury stock purchases	()	()	()
Impact of stock options and other
TOTAL FINANCING ACTIVITIES	()	()	()
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	()	()	()
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			()
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR	$	$	$

SUPPLEMENTAL DISCLOSURE
Cash payments for interest	$	$	$
Cash payments for income taxes

See accompanying Notes to Consolidated Financial Statements.

40 The Procter & Gamble Company

Notes to Consolidated Financial Statements

NOTE 1

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 consumers. We have on-the-ground operations in about countries.

billion in 2024, 2023 and 2022. Advertising costs, charged to expense as incurred, include television, print, radio, digital and in-store advertising expenses and were $ billion in 2024, $ billion in 2023 and $ billion in 2022. Non-advertising related components of the Company's total marketing spending reported in SG&A include costs associated with consumer promotions, product sampling and sales aids.

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

The Procter & Gamble Company 41

-year life), computer equipment and capitalized software (- to -year lives) and manufacturing equipment (- to -year lives). Buildings are depreciated over an estimated useful life of years. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. to years. When certain events or changes in operating conditions occur, an impairment assessment is performed and remaining lives of intangible assets with determinable lives may be adjusted.

For additional details on goodwill and intangible assets see Note 4.

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

42 The Procter & Gamble Company

NOTE 2

reportable segments: 1) Beauty, 2) Grooming, 3) Health Care, 4) Fabric & Home Care and 5) Baby, Feminine & Family Care. Our reportable segments are comprised of:

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

•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).

While none of our reportable segments are highly seasonal, components within certain reportable segments, such as Appliances (Grooming) and Personal Health Care (Health), are seasonal.

The accounting policies of the segments are generally the same as those described in Note 1. Differences between these policies and U.S. GAAP primarily reflect income taxes, which are reflected in the segments using applicable blended statutory rates. Adjustments to arrive at our effective tax rate are included in Corporate. In addition, capital expenditures in the segments are on an accrual basis consistent with the balance sheet. Adjustments to move from an accrual to cash basis, for purposes of the cash flow statement, are reflected in Corporate.

Corporate includes certain operating and non-operating activities that are not reflected in the operating results used internally to measure and evaluate the businesses, as well as items to adjust management reporting principles to U.S. GAAP. Operating activities in Corporate include the results of incidental businesses managed at the corporate level. Operating elements also include certain employee benefit costs, the costs of certain restructuring-type activities to maintain a competitive cost structure, including manufacturing and workforce optimization, asset impairment charges and other general Corporate items. The non-operating elements in Corporate primarily include interest expense, certain pension and other postretirement benefit costs, certain acquisition and divestiture gains, interest and investing income and other financing costs.

Total assets for the reportable segments include those assets managed by the reportable segment, primarily inventory, fixed assets and intangible assets. Other assets, primarily cash, accounts receivable, investment securities and goodwill, are included in Corporate.

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

The Procter & Gamble Company 43

%%%Home Care%%%Baby Care%%%Family Care%%%Hair Care%%%Skin and Personal Care%%%

Grooming (2)

%%%Oral Care%%%Feminine Care%%%Personal Health Care%%%

Other (2)

%%%TOTAL%%%

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

(2)Effective July 1, 2022, the Grooming Sector Business Unit completed the full integration of its Shave Care and Appliances categories to cohesively serve consumers' grooming needs. This transition included the integration of the management team, strategic decision-making, innovation plans, financial targets, budgets and internal management reporting. For the fiscal year ended June 30, 2022, Appliances was presented in Other.

$ $ International$ $ $

LONG-LIVED ASSETS (1)

United States$ $ $ International$ $ $

No country, other than the United States, exceeds 10% of the Company's consolidated net sales or long-lived assets.

Our largest customer, Walmart Inc. and its affiliates, accounted for consolidated net sales of approximately % in 2024 and % in 2023 and 2022. No other customer represents more than 10% of our consolidated net sales.

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

44 The Procter & Gamble Company

$ $ $ $ $ 2023 2022 GROOMING2024 2023 2022 HEALTH CARE2024 2023 2022 FABRIC & HOME CARE2024 2023 2022 BABY, FEMININE & FAMILY CARE2024 2023 2022 CORPORATE 2024 ()() 2023 ()() 2022 () TOTAL COMPANY2024$ $ $ $ $ $ 2023 2022

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

The Procter & Gamble Company 45

NOTE 3

$ Buildings Construction in progress Land TOTAL PROPERTY, PLANT AND EQUIPMENT Accumulated depreciation()()PROPERTY, PLANT AND EQUIPMENT, NET$ $ $ Accrued compensation Taxes payable Accrued interest Lease liabilities Restructuring reserves Derivative liabilities Other TOTAL$ $ OTHER NONCURRENT LIABILITIESPension benefit obligations$ $ Uncertain tax positions Lease liabilities Other retiree benefit obligations U.S. Tax Act transitional tax payable Derivative liabilities Other TOTAL$ $

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 ongoing programs have generally ranged from $ to $ annually.

In December 2023, the Company announced 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. In connection with this announcement, the Company expects to record incremental restructuring charges of $ to $ billion after tax, consisting primarily of foreign currency translation losses to be recognized as non-cash charges upon the substantial liquidation of operations in the affected markets.

The Company incurred total restructuring charges of $ and $ for the fiscal years ended June 30, 2024 and 2023. Of the charges incurred for fiscal year 2024, $ were recorded in Costs of products sold, $ in SG&A and $ in Other non-operating income, net. Of the charges incurred in fiscal year 2023, $ were recorded in Costs of products sold, $ in SG&A and $ in Other non-operating income, net.

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

46 The Procter & Gamble Company

$ $ $ Cost incurred Cost paid/settled()()()()RESERVE JUNE 30, 2023 Cost incurred Cost paid/settled()()()()RESERVE JUNE 30, 2024$ $ $ $

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 and facilities 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. As of June 30, 2024, the Company has substantially liquidated its operations in certain Enterprise Markets, including Nigeria, and recorded a non-cash charge of $ for accumulated foreign currency translation losses previously included in Accumulated other comprehensive income/(loss).

Consistent with our historical policies for ongoing restructuring-type activities, the restructuring charges are funded by and included within Corporate for management and segment reporting.

$ $ Grooming Health Care Fabric & Home Care Baby, Feminine & Family Care

Corporate (1)

TOTAL$ $ $

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

The Procter & Gamble Company 47

NOTE 4

$ $ $ $ $ Acquisitions and divestitures Translation and other

BALANCE AT JUNE 30, 2023 - NET (1)

Acquisitions and divestitures() ()Translation and other()()()()()()

BALANCE AT JUNE 30, 2024 - NET (1)

$ $ $ $ $ $

(1)Grooming goodwill balance is net of $ billion accumulated impairment losses.

Goodwill decreased during fiscal 2024 primarily due to currency translation across all reportable segments and a brand divestiture in the Beauty reportable segment. Goodwill increased during fiscal 2023 primarily due to an acquisition in the Beauty segment, other minor brand acquisitions in the Baby, Feminine & Family Care segment and currency translation across all reportable segments.

Goodwill and indefinite-lived intangibles are tested for impairment at least annually by comparing the estimated fair values of our reporting units and indefinite-lived intangible assets to their respective carrying values. 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. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability). Significant judgment by management is required to estimate the impact of macroeconomic and other factors on future cash flows. Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities, cost containment and margin expansion, Company business plans, the underlying product or technology life cycles, economic barriers to entry, a brand's relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.

We believe the estimates and assumptions utilized in our impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in our valuations. To the extent such factors result in a failure to achieve the level of projected cash flows initially used to estimate fair value for purposes of establishing or subsequently impairing the carrying amount of goodwill and related intangible assets, we may need to record additional non-cash impairment charges in the future.

During the fiscal year ended June 30, 2024, we determined that the fair value of the Gillette indefinite-lived intangible asset was less than its carrying amount. As a result, we recorded a non-cash impairment charge of $ billion ($ billion after tax) to reduce the carrying amount to be equivalent to the estimated fair value as of December 31, 2023. Following the impairment charge, the carrying value of the Gillette indefinite-lived intangible asset is $ billion. 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.

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

48 The Procter & Gamble Company

$()$ $()Patents and technology () ()Customer relationships () ()Other () ()TOTAL$ $()$ $()INTANGIBLE ASSETS WITH INDEFINITE LIVESBrands — — TOTAL INTANGIBLE ASSETS$ $()$ $() $ $

$ $ $ $

NOTE 5

$ $ International TOTAL$ $ $

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

The Procter & Gamble Company 49

$ $ International U.S. state and local TOTAL DEFERRED TAX EXPENSE/(BENEFIT)U.S. federal()()()International and other()()()TOTAL()()()TOTAL TAX EXPENSE$ $ $ % % %Country mix impacts of foreign operations %()%()%State income taxes, net of federal benefit % % %Excess tax benefits from the exercise of stock options()%()%()%Foreign derived intangible income deduction (FDII)()%()%()%Changes in uncertain tax positions % %()%Other()%()%()%EFFECTIVE INCOME TAX RATE % % %

Country mix impacts of foreign operations includes the effects of foreign subsidiaries' earnings taxed at rates other than the U.S. statutory rate, the U.S. tax impacts of non-U.S. earnings repatriation and any net impacts of intercompany transactions. Excess tax benefits from the exercise of stock options reflect the excess of actual tax benefits received on employee exercises of stock options and other share-based payments (which generally equals the income taxable to the employee) over the amount of tax benefits that were calculated and recognized based on the grant date fair values of such instruments. Changes in uncertain tax positions represent changes in our net liability related to prior year tax positions.

Prior to the passage of the U.S. Tax Act, the Company asserted that substantially all of the undistributed earnings of its foreign subsidiaries were considered indefinitely invested and, accordingly, no deferred taxes were provided. Pursuant to the provisions of the U.S. Tax Act, these earnings were subjected to a one-time transition tax. This charge included taxes for all U.S. income taxes and for the related foreign withholding taxes for the portion of those earnings which are no longer considered indefinitely invested. We have not provided deferred taxes on approximately $ billion of earnings that are considered indefinitely invested.

$ $ Increases in tax positions for prior years Decreases in tax positions for prior years()()()Increases in tax positions for current year Settlements with taxing authorities()()()Lapse in statute of limitations()()()Currency translation()()()END OF YEAR$ $ $

Included in the total liability for uncertain tax positions at June 30, 2024, is $ that, depending on the ultimate resolution, could impact the effective tax rate in future periods.

The Company is present in about countries and over taxable jurisdictions and, at any point in time, has - jurisdictional audits underway at various stages of completion. We evaluate our tax positions and establish liabilities for

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

50 The Procter & Gamble Company

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.

We recognize the additional accrual of any possible related interest and penalties relating to the underlying uncertain tax position in income tax expense. As of June 30, 2024 and 2023, we had accrued interest of $ and $ and accrued penalties of $ and $, respectively, which are not included in the above table. During the fiscal years ended June 30, 2024, 2023 and 2022, we recognized $, $ and $ in interest expense and $, $ and $ in penalties expense, respectively.

$ Loss and other carryforwards Pension and other retiree benefits Accrued marketing and promotion Stock-based compensation Fixed assets Lease liabilities Unrealized loss on financial and foreign exchange transactions Other Valuation allowances()()TOTAL$ $ DEFERRED TAX LIABILITIESGoodwill and other intangible assets$ $ Fixed assets Other retiree benefits Unrealized gain on financial and foreign exchange transactions Lease right-of-use assets Foreign withholding tax on earnings to be repatriated Other TOTAL$ $

Net operating loss carryforwards were $ billion at June 30, 2024, and $ billion at June 30, 2023. If unused, approximately $ will expire between 2024 and 2043. The remainder, totaling $ billion at June 30, 2024, may be carried forward indefinitely.

NOTE 6

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

The Procter & Gamble Company 51

$ $ Less: Net earnings attributable to noncontrolling interests Net earnings attributable to P&G Less: Preferred dividends Net earnings attributable to P&G available to common shareholders (Basic)$ $ $ Net earnings attributable to P&G available to common shareholders (Diluted)$ $ $ SHARES IN MILLIONSBasic weighted average common shares outstandingAdd effect of dilutive securities:

Stock options and other unvested equity awards (1)

Convertible preferred shares (2)

Diluted weighted average common shares outstandingNET EARNINGS PER COMMON SHAREBasic$ $ $ Diluted$ $ $

(1)Excludes million, million and million in 2024, 2023 and 2022, respectively, of weighted average stock options outstanding because the exercise price of these options was greater than the average market value of the Company's stock or their effect was antidilutive.

(2)An overview of preferred shares can be found in Note 8.

NOTE 7

and have a life. Exercise prices on options are set equal to the market price of the underlying shares on the date of the grant. RSUs vest and settle in shares of common stock from the grant date.

Senior-level executives participate in an additional long-term incentive program that awards PSUs, which are paid in shares after the end of a performance period subject to pre-established performance goals. The program includes a Relative Total Shareholder Return (R-TSR) modifier under which the number of shares ultimately granted is also impacted by the Company's actual shareholder return relative to our consumer products competitive peer set.

In addition to these long-term incentive programs, we award RSUs to the Company's non-employee directors and make other minor stock option and RSU grants to employees for which the terms are not substantially different from our long-term incentive awards.

The Company's share-based compensation plan was approved by shareholders in 2019. Under the 2019 plan, a maximum of million shares of common stock was authorized for issuance and a total of million shares remain available for grant.

The Company recognizes share-based compensation expense based on the fair value of the awards at the date of grant. The expense is recognized on a straight-line basis over the requisite service period. Awards to employees eligible for retirement prior to the award becoming fully vested are recognized as compensation expense ratably from the grant date through the date the employee first becomes eligible to retire and/or is no longer required to provide services to earn the award. Share-based compensation expense is included as part of Cost of products sold and SG&A in the Consolidated Statements of Earnings and includes an estimate of forfeitures, which is based on historical data.

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

52 The Procter & Gamble Company

$ $ RSUs and PSUs Total share-based expense$ $ $ Income tax benefit$ $ $

We utilize an industry standard lattice-based valuation model to calculate the fair value for stock options granted.

- %- %- %Weighted average interest rate % % %Dividend yield % % %Expected volatility % % %Expected life in years

Lattice-based option valuation models incorporate ranges of assumptions for inputs and those ranges are disclosed in the preceding table. Expected volatilities are based on a combination of historical volatility of our stock and implied volatilities of call options on our stock. We use historical data to estimate option exercise and employee termination patterns within the valuation model. The expected life of options granted is derived from the output of the option valuation model and represents the average period of time that options granted are expected to be outstanding. The interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

We utilize a Monte-Carlo simulation model to estimate the fair value of performance stock units granted. Assumptions utilized in the model are not substantially different from those used for stock options.

$ Granted Exercised() Forfeited/expired() OUTSTANDING AT JUNE 30, 2024 $ $ Exercisable $ $

$ $ Intrinsic value of options exercised Grant-date fair value of options that vested Cash received from options exercised Actual tax benefit from options exercised

At June 30, 2024, $ of compensation cost had not yet been recognized related to stock option grants. That cost is expected to be recognized over a remaining weighted average period of years.

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

The Procter & Gamble Company 53

$ $ Granted Vested() () Forfeited() () Non-vested at June 30, 2024 $ $

At June 30, 2024, $ of compensation cost had not yet been recognized related to RSUs and PSUs. That cost is expected to be recognized over a remaining weighted average period of years. The total grant date fair value of shares vested was $, $ and $ in 2024, 2023 and 2022, respectively.

The Company settles equity issuances with treasury shares. We have no specific policy to repurchase common shares to mitigate the dilutive impact of options, RSUs and PSUs. However, we have historically made adequate discretionary purchases, based on cash availability, market trends and other factors, to offset the impacts of such activity.

NOTE 8

, $ and $ in 2024, 2023 and 2022, respectively.

The primary U.S. defined contribution plan (the U.S. DC plan) comprises the majority of the expense for the Company's defined contribution plans. For the U.S. DC plan, the contribution rate is set annually. Total contributions for this plan approximated % of total participants' annual wages and salaries in 2024 and 2023 and % in 2022.

We maintain The Procter & Gamble Profit Sharing Trust (Trust) and Employee Stock Ownership Plan (ESOP) to provide a portion of the funding for the U.S. DC plan and other retiree benefits (described below). Operating details of the ESOP are provided at the end of this Note. The fair value of the ESOP Series A shares allocated to participants reduces our cash contribution required to fund the U.S. DC plan.

Defined Benefit Retirement Plans and Other Retiree Benefits

We offer defined benefit retirement pension plans to certain employees. These benefits relate primarily to plans outside the U.S. and, to a lesser extent, plans assumed in previous acquisitions covering U.S. employees.

We also provide certain other retiree benefits, primarily health care benefits for the majority of our U.S. employees who become eligible for these benefits when they meet minimum age and service requirements. The plans require cost sharing with retirees and the benefits are funded by ESOP Series B shares and certain other assets contributed by the Company.

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

54 The Procter & Gamble Company

$ $ $ Service cost Interest cost Participants' contributions Amendments Net actuarial loss/(gain)()()()()Special termination benefits Currency translation and other() () Benefit payments()()()()

BENEFIT OBLIGATION AT END OF YEAR (3)

$ $ $ $

CHANGE IN PLAN ASSETS

Fair value of plan assets at beginning of year

Actual return on plan assets

Employer contributions

Participants' contributions

Currency translation and other

()

ESOP debt impacts (4)

Benefit payments

()

FAIR VALUE OF PLAN ASSETS AT END OF YEAR

FUNDED STATUS

()

(1)Primarily non-U.S.-based defined benefit retirement plans.

(2)Primarily U.S.-based other postretirement benefit plans.

(3)For the pension benefit plans, the benefit obligation is the projected benefit obligation. For other retiree benefit plans, the benefit obligation is the accumulated postretirement benefit obligation.

The actuarial gain for pension benefits in 2024 was primarily related to updating of various assumptions in the plan, offset by updates in work experience and decreases in discount rates. The actuarial gain for other retiree benefits in 2024 was primarily related to updating various assumptions in the plan based work experience and an increase in discount rates. The actuarial gain for pension plans in 2023 was primarily related to increases in discount rates, offset by inflation-related pension benefit increases. The actuarial gain for other retiree benefits in 2023 was primarily related to increases in discount rates and a decrease in assumptions for medical claims costs.

The underfunding of pension benefits is primarily a function of the different funding incentives that exist outside of the U.S. In certain countries, there are no legal requirements or financial incentives provided to companies to pre-fund pension obligations prior to their due date.

$ $ $ Current liabilities()()()()Noncurrent liabilities()()()()NET AMOUNT RECOGNIZED$()$()$ $ AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE (INCOME)/LOSS (AOCI)Net actuarial loss/(gain)$ $ $()$()Prior service cost/(credit) ()()NET AMOUNTS RECOGNIZED IN AOCI$ $ $()$()

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

The Procter & Gamble Company 55

billion and $ billion as of June 30, 2024 and 2023, respectively. $ Fair value of plan assets PENSION PLANS WITH AN ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETSAccumulated benefit obligation$ $ Fair value of plan assets OTHER RETIREE BENEFIT PLANS WITH AN ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETSAccumulated benefit obligation$ $ Fair value of plan assets

Net Periodic Benefit Cost. $ $ $ $ $ Interest cost Expected return on plan assets()()()()()()Amortization of net actuarial loss/(gain) ()() Amortization of prior service cost/(credit) ()()()Amortization of net actuarial loss/(gain) due to settlements() () Special termination benefits NET PERIODIC BENEFIT COST/(CREDIT)$ $ $ $()$()$()CHANGE IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN AOCINet actuarial loss/(gain) - current year$()$ $()$()Prior service cost/(credit) - current year Amortization of net actuarial (loss)/gain()() Amortization of prior service (cost)/credit()() Amortization of net actuarial (loss)/gain due to settlements Currency translation and other() () TOTAL CHANGE IN AOCI()()() NET AMOUNTS RECOGNIZED IN PERIODIC BENEFIT COST/(CREDIT) AND AOCI$()$ $()$()

The service cost component of the net periodic benefit cost is included in the Consolidated Statements of Earnings in Cost of products sold and SG&A. All other components are included in the Consolidated Statements of Earnings in Other non-operating income, net, unless otherwise noted.

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

56 The Procter & Gamble Company

% % % %Rate of compensation increase % %N/AN/AInterest crediting rate for cash balance plans % %N/AN/AHealth care cost trend rates assumed for next yearN/AN/A % %Rate to which the health care cost trend rate is assumed to decline (ultimate trend rate)N/AN/A % %Year that the rate reaches the ultimate trend rateN/AN/A

(1)Determined as of end of fiscal year.

The weighted average assumptions used to determine net benefit cost recorded on the Consolidated Statements of Earnings for the fiscal years ended June 30 were as follows: (1)


	Pension Benefits						Other Retiree Benefits
Fiscal years ended June 30	2024		2023		2022		2024		2023		2022
Discount rate		%		%		%		%		%		%
Expected return on plan assets		%		%		%		%		%		%
Rate of compensation increase		%		%		%	N/A		N/A		N/A
Interest crediting rate for cash balance plans		%		%		%	N/A		N/A		N/A

(1)Determined as of beginning of fiscal year.

For plans that make up the majority of our obligation, the Company calculates the benefit obligation and the related impacts on service and interest costs using specific spot rates along the corporate bond yield curve. For the remaining plans, the Company determines these amounts utilizing a single weighted average discount rate derived from the corporate bond yield curve used to measure the plan obligations.

Several factors are considered in developing the estimate for the long-term expected rate of return on plan assets. For the defined benefit retirement plans, these factors include historical rates of return of broad equity and bond indices and projected long-term rates of return obtained from pension investment consultants. The expected long-term rates of return for plan assets are - % for equities and - % for bonds. For other retiree benefit plans, the expected long-term rate of return reflects that the assets are comprised primarily of Company stock. The expected rate of return on Company stock is based on the long-term projected return of % and reflects the historical pattern of returns.

Plan Assets. Our investment objective for defined benefit retirement plan assets is to meet the plans' benefit obligations and to improve plan self-sufficiency for future benefit obligations. The investment strategies focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset allocations are determined by assessing different investment risks and matching the actuarial projections of the plans' future liabilities and benefit payments with current as well as expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. Plan assets are diversified across several investment managers and are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and with continual monitoring of investment managers' performance relative to the investment guidelines established with each investment manager.

% % % % % %Debt securities % % % % % %Equity securities % % % % % %TOTAL % % % % % %

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

The Procter & Gamble Company 57

$ 1$ $ Company common stock 1

Company preferred stock (1)

Fixed income securities (2)

Insurance contracts (3)

3 TOTAL ASSETS IN THE FAIR VALUE HIERARCHY

Investments valued at net asset value (4)

TOTAL ASSETS AT FAIR VALUE$ $ $ $

(1)Company preferred stock is valued based on the value of Company common stock and is presented net of ESOP debt discussed below.

(2)Fixed income securities are estimated by using pricing models or quoted prices of securities with similar characteristics.

(3)Fair values of insurance contracts are valued based on either their cash equivalent value or models that project future cash flows and discount the future amounts to a present value using market-based observable inputs, including credit risk and interest rate curves. The activity for Level 3 assets is not significant for all years presented.

Cash Flows. Management's best estimate of cash requirements and discretionary contributions for the defined benefit retirement plans and other retiree benefit plans for the fiscal year ending June 30, 2025, is $ and $, respectively. Expected contributions are dependent on many variables, including the variability of the market value of the plan assets as compared to the benefit obligation and other market or regulatory conditions. In addition, we take into consideration our business investment opportunities and resulting cash requirements. Accordingly, actual funding may differ significantly from current estimates.

$ 2026 2027 2028 2029 2030 - 2034

Employee Stock Ownership Plan

We maintain the ESOP to provide funding for certain employee benefits discussed in the preceding paragraphs.

The ESOP borrowed $ billion in 1989, and the proceeds were used to purchase Series A ESOP Convertible Class A Preferred Stock to fund a portion of the U.S. DC plan. Principal and interest requirements of the borrowing were paid by the Trust from dividends on the preferred shares and from advances provided by the Company. The original borrowing of $ billion has been repaid in full. advances from the Company remain outstanding at June 30, 2024. Each share is convertible at the option of the holder into one share of the Company's common stock. The dividend for the current year was equal to the common stock dividend of $ per share. The liquidation value is $ per share.

In 1991, the ESOP borrowed an additional $ billion. The proceeds were used to purchase Series B ESOP Convertible Class A Preferred Stock to fund a portion of retiree health care benefits. These shares, net of the ESOP's debt, are considered plan assets of the other retiree benefits plan discussed above. The original borrowings of $ billion were repaid in 2021. Debt service requirements were funded by preferred stock dividends, cash contributions and advances provided by the Company, of

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

58 The Procter & Gamble Company

are outstanding at June 30, 2024. Each share is convertible at the option of the holder into one share of the Company's common stock. The dividend for the current year was equal to the common stock dividend of $ per share. The liquidation value is $ per share.

Our ESOP accounting practices are consistent with current ESOP accounting guidance, including the permissible continuation of certain provisions from prior accounting guidance. ESOP debt, which was guaranteed by the Company, was recorded as debt with an offset to the Reserve for ESOP debt retirement, which is presented within Shareholders' equity. Advances to the ESOP by the Company are recorded as an increase in the Reserve for ESOP debt retirement. Interest incurred on the ESOP debt was recorded as Interest expense. Dividends on all preferred shares are charged to Retained earnings.

The series A and B preferred shares of the ESOP are allocated to employees based on debt service requirements.

Unallocated TOTAL SERIES A Allocated Unallocated TOTAL SERIES B

For purposes of calculating diluted net earnings per common share, the preferred shares held by the ESOP are considered converted from inception.

NOTE 9

and $ as of June 30, 2024 and 2023, respectively. The Company has not been required to post collateral as a result of these contractual features.

Interest Rate Risk Management

Our policy is to manage interest cost using a mixture of fixed-rate and variable-rate debt. To manage this risk in a cost-efficient manner, we enter into interest rate swaps whereby we agree to exchange with the counterparty, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to a notional amount.

We designate certain interest rate swaps on fixed rate debt that meet specific accounting criteria as fair value hedges. For fair value hedges, the changes in the fair value of both the hedging instruments and the underlying debt obligations are immediately recognized in earnings.

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

The Procter & Gamble Company 59

billion and $ billion as of June 30, 2024 and 2023, 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 $ billion and $ billion as of June 30, 2024 and 2023, respectively. This includes the current portion of long-term debt instruments ($ billion as of June 30, 2024, and $ billion as of June 30, 2023). 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.

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

60 The Procter & Gamble Company

$ $ $ $()$()DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPSForeign currency interest rate contracts$ $ $ $ $()$()TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS$ $ $ $ $()$()DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTSForeign currency contracts$ $ $ $ $()$()TOTAL DERIVATIVES AT FAIR VALUE$ $ $ $ $()$()

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 $ billion and $ billion as of June 30, 2024 and 2023, 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 $ billion and $ billion as of June 30, 2024 and 2023, respectively.

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.

$()

(1)For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $ and $ for the fiscal years ended June 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 AOCI for such instruments was $ and $(), for the fiscal years ended June 30, 2024 and 2023, respectively.

$()DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTSForeign currency contracts$()$()

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 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).

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

The Procter & Gamble Company 61

NOTE 10

$Commercial paperOtherTOTAL$$

Weighted average interest rate of debt due within one year (1)

% %

(1)Weighted average interest rate of debt due within one year includes the effects of interest rate swaps discussed in Note 9.

% USD note due August 2023$$

% EUR note due November 2023

% EUR note due October 2024

% USD note due October 2025

% USD note due January 2026

% USD note due February 2026

% USD note due April 2026

% EUR note due August 2026

% USD note due November 2026

% USD note due February 2027

% USD note due March 2027

% EUR note due May 2027

% USD note due August 2027

% USD note due January 2028

% EUR note due April 2028

% EUR note due October 2028

% USD note due January 2029

% EUR note due October 2029

% USD note due March 2030

% EUR note due May 2030

% USD note due October 2030

% USD note due April 2031

% EUR note due August 2031

% USD note due February 2032

% USD note due January 2033

% USD note due January 2034

% EUR note due April 2034

% USD note due March 2037

% EUR note due October 2038

% USD note due March 2040

% EUR note due November 2041

All other long-term debtCurrent portion of long-term debt()()TOTAL$$

Weighted average interest rate of long-term debt (1)

(1)Weighted average interest rate of long-term debt includes the effects of interest rate swaps discussed in Note 9.

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

62 The Procter & Gamble Company

$$$$

Credit Facilities

billion facility split between a $ billion facility and a $ billion facility, which expire in November 2028 and October 2024, respectively. Both facilities can be extended for certain periods of time as specified in the terms of the credit agreement. These facilities are currently undrawn and we anticipate that they will remain undrawn. These credit facilities do not have cross-default or ratings triggers, nor do they have material adverse event clauses, except at the time of signing.

NOTE 11

$ $()$()Other comprehensive income/(loss), before tax:OCI before reclassifications() ()()Amounts reclassified to the Consolidated Statement of Earnings Total other comprehensive income/(loss), before tax() ()()Tax effect () Total other comprehensive income/(loss), net of tax() ()()Less: OCI attributable to non-controlling interests, net of tax ()()BALANCE AT JUNE 30, 2023, NET OF TAX ()()Other comprehensive income/(loss), before tax:OCI before reclassifications() () Amounts reclassified to the Consolidated Statement of Earnings () Total other comprehensive income/(loss), before tax() () Tax effect ()()()Total other comprehensive income/(loss), net of tax() () Less: OCI attributable to non-controlling interests, net of tax ()()BALANCE AT JUNE 30, 2024, NET OF TAX$ $ $()$()

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, net and included in the computation of net periodic postretirement costs (see Note 8).

NOTE 12

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

The Procter & Gamble Company 63

$ $

Variable lease cost (1)

Total lease cost$ $ $

(1)Includes primarily costs for utilities, common area maintenance, property taxes and other operating costs associated with operating leases that are not included in the lease liability and are recognized in the period in which they are incurred.

$Current lease liabilities (Accrued and other liabilities)Noncurrent lease liabilities (Other noncurrent liabilities)Total operating lease liabilities$$Weighted average remaining lease term:Operating leases years yearsWeighted average discount rate:Operating leases % % 2 years 3 years 4 years 5 years Over 5 years Total lease payments Less: Interest()Present value of lease liabilities $

Total cash paid for amounts included in the measurement of lease liabilities was $ and $ for the fiscal years ended June 30, 2024 and 2023, respectively.

The right-of-use assets obtained in exchange for lease liabilities were $ and $ for the fiscal years ended June 30, 2024 and 2023, respectively.

NOTE 13

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

64 The Procter & Gamble Company

$ $ $ $ $

Such amounts represent minimum commitments under take-or-pay agreements with suppliers and are in line with expected usage. These amounts include purchase commitments related to service contracts for information technology, human resources management and facilities management activities that have been outsourced to third-party suppliers. Due to the proprietary nature of many of our materials and processes, certain supply contracts contain penalty provisions for early termination. We do not expect to incur penalty payments under these provisions that would materially affect our financial position, results of operations or cash flows.

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.

NOTE 14

to 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 $ billion as of June 30, 2024 and $ billion as of June 30, 2023.

NOTE 15

for accumulated foreign currency translation losses in the first quarter of the fiscal year ended June 30, 2025.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

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

The Procter & Gamble Company 65

Item 9A. 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.

Reports on Internal Control over Financial Reporting.

The information required by this item is incorporated by reference to "Management's Report on Internal Control over Financial Reporting" and "Report of Independent Registered Public Accounting Firm" included in Item 8 of this Form 10-K.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the Company's fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B. Other Information.

During the fiscal year ended June 30, 2024, none of our directors or officers or a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

Insider Trading Arrangements and Policies

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The Board of Directors has determined that the following members of the Audit Committee are independent and are Audit Committee financial experts as defined by SEC rules: Mr. Brett Biggs, Ms. Christine McCarthy (Chair) and Ms. Patricia Woertz.

The information required by this item is incorporated by reference to the following sections of the 2024 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2024: the section entitled Election of Directors; the subsection of the Corporate Governance section entitled Board Meetings and Committees of the Board; the subsection of the Corporate Governance section entitled Code of Ethics; and the subsection of the Other Matters section entitled Shareholder Recommendations or Nominations of Director Candidates. Pursuant to the Instruction to Item 401 of Regulation S-K, Executive Officers of the Registrant are reported in Part I of this report.

Item 11. Executive Compensation.

The information required by this item is incorporated by reference to the following sections of the 2024 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2024: the subsections of the Corporate Governance section entitled Board Meetings and Committees of the Board, Compensation Committee Interlocks and Insider Participation, and Risk Oversight - Compensation-Related Risk; and the portion beginning with the section entitled Director Compensation up to but not including the section entitled Pay Versus Performance.

66 The Procter & Gamble Company

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table gives information about the Company's common stock that may be issued upon the exercise of options, warrants and rights under all of the Company's equity compensation plans as of June 30, 2024. The table includes the following plans: The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors' Stock Plan; The Procter & Gamble 2009 Stock and Incentive Compensation Plan; The Procter & Gamble 2014 Stock and Incentive Compensation Plan; and The Procter & Gamble 2019 Stock and Incentive Compensation Plan.


Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders
Stock Options/Stock Appreciation Rights	107,379,563	$111.5700		(1)
Restricted Stock Units (RSUs)/Performance Stock Units (PSUs)	6,696,628	N/A		(1)
TOTAL	114,076,191	$111.5700	(2)

(1)Of the plans listed above, only The Procter & Gamble 2019 Stock and Incentive Compensation Plan (the “2019 Plan”) allows for future grants of securities. The maximum number of shares that may be granted under this plan is 187 million shares. Stock options and stock appreciation rights are counted on a one-for-one basis while full value awards (such as RSUs and PSUs) are counted as five shares for each share awarded. Total shares available for future issuance under this plan is 77 million.

(2)Weighted average exercise price of outstanding options only.

Additional information required by this item is incorporated by reference to the following section of the 2024 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2024: the subsection of the Beneficial Ownership section entitled Security Ownership of Management and Certain Beneficial Owners.

Item 13. Certain Relationships and Related Transactions and Director Independence.

The information required by this item is incorporated by reference to the following sections of the 2024 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2024: the subsections of the Corporate Governance section entitled Director Independence and Review and Approval of Transactions with Related Persons.

Item 14. Principal Accountant Fees and Services.

The information required by this item is incorporated by reference to the following section of the 2024 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2024: Report of the Audit Committee, which ends with the subsection entitled Services Provided by Deloitte.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

1.Financial Statements:

The following Consolidated Financial Statements of The Procter & Gamble Company and subsidiaries, management's report and the reports of the independent registered public accounting firm are incorporated by reference in Part II, Item 8 of this Form 10-K.

•Management's Report on Internal Control over Financial Reporting

•Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting (PCAOB Firm ID is )

•Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

•Consolidated Statements of Earnings - for fiscal years ended June 30, 2024, 2023 and 2022

•Consolidated Statements of Comprehensive Income - for fiscal years ended June 30, 2024, 2023 and 2022

•Consolidated Balance Sheets - as of June 30, 2024 and 2023

•Consolidated Statements of Shareholders' Equity - for fiscal years ended June 30, 2024, 2023 and 2022

•Consolidated Statements of Cash Flows - for fiscal years ended June 30, 2024, 2023 and 2022

•Notes to Consolidated Financial Statements

2.Financial Statement Schedules:

These schedules are omitted because of the absence of the conditions under which they are required or because the information is set forth in the Consolidated Financial Statements or Notes thereto.

The Procter & Gamble Company 67

EXHIBITS



Exhibit (3-1) -						Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and consolidated by the Board of Directors on April 8, 2016) (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016).

(3-2) -						Regulations (as approved by the Board of Directors on December 13, 2022, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the Company's Current Report on Form 8-K filed December 13, 2022).

Exhibit (4-1) -						Indenture, dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee (Incorporated by reference to Exhibit (4-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2015).

(4-2) -						The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any other instrument defining the rights of holders of the Company’s long-term debt.

(4-3) -						Description of the Company’s Common Stock (Incorporated by reference to Exhibit (4-3) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).

(4-4) -						Description of the Company’s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038 (Incorporated by reference to Exhibit (4-4) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).

(4-5) -						Description of the Company’s 4.875% EUR notes due May 2027, 6.250% GBP notes due January 2030, and 5.250% GBP notes due January 2033 (Incorporated by reference to Exhibit (4-5) of the Company’s Annual report on Form 10-K for the year ended June 30, 2021).

(4-6) -						Description of the Company’s 0.500% Notes due 2024 and 1.250% Notes due 2029 (Incorporated by reference to Exhibit (4-6) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).

(4-7) -						Description of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029 (Incorporated by reference to Exhibit (4-7) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).

(4-9) -						Description of the Company's 0.350% EUR Notes due 2030 and 0.900% EUR Notes due 2041 (Incorporated by reference to Exhibit (4-10) of the Company's Annual Report on Form 10-K for the year ended June 30, 2022).

(4-10) -						Description of the Company's 0.110% Yen Notes due 2026 and 0.230% Yen Notes due 2031 (Incorporated by reference to Exhibit (4-11) of the Company's Annual Report on Form 10-K for the year ended June 30, 2022).

(4-11) -						Description of the Company's 3.250% Notes due 2026 and 3.250% Notes due 2031 (Incorporated by reference to Exhibit (4-11) of th e Company's Annual Report on Form 10-K for the year ended June 30, 2023).

(4-12) -						Description of the Company's 3.150% Notes due 2028 and 3.200% Notes due 2034. +

Exhibit (10-1) -						The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended), which was originally adopted by shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018).*

(10-2) -						The Procter & Gamble 2001 Stock and Incentive Compensation Plan related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013).*

(10-3) -						The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018).*

(10-4) -						The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018).*

(10-5) -						Summary of the Company’s Retirement Plan Restoration Program.* +

(10-6) -						Retirement Plan Restoration Program - Related Correspondence and Terms and Conditions . * +

(10-7) -						Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2020).*

(10-8) -						Long-Term Incentive Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-5 ) of the Company's Form 10-Q for the quarter ended September 30, 202 3 ).*

(10-9) -						The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended March 31, 2020).*

(10-10) -						Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 3 0 , 202 3 ).*

68 The Procter & Gamble Company


(10-11) -						Short Term Achievement Reward Program – related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 202 3 ).*

(10-12) -						Company's Form of Separation Agreement & Release.* +

(10-13) -						Company's Form of Separation Letter and Release (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended March 31, 2023).*

(10-14) -						Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to Exhibit (10-1 ) of the Company's Form 10-Q for the quarter ended March 31, 20 24 ).*

(10-15) -						The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-18) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2017).*

(10-16) -						Senior Executive Officer Recoupment Policy.*+

(10-17) -						The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017).*

(10-18) -						The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017).*

(10-19) -						Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-21) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018).*

(10-20) -						The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December 31, 2013).*

(10-21) -						The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-3 ) of the Company's Form 10-Q for the quarter ended September 30, 202 3 ).*

(10-22) -						Performance Stock Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the Company’s Form 10-Q for the quarter ended September 30, 202 3 ).*

(10-23) -						The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2013). *

(10-24) -						The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 14, 2014 (Incorporated by reference to Exhibit (10-25) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016).*

(10-25) -						Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2019 Stock and Incentive Compensation Plan and The Procter & Gamble 2014 Stock and Incentive Compensation Plan.* +

(10-26) -						The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by reference to Exhibit (10-26) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017).*

(10-27) -						The Procter & Gamble 2019 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 8, 2019 (Incorporated by reference to Exhibit (10-1) of the Company’s Current Report on Form 8-K filed October 11, 2019).*

(10-28) -						The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions.* +

Exhibit (19-1) -

(19-2) -						P&G Share Repurchase Policy. +

Exhibit (21) -						Subsidiaries of the Registrant. +

Exhibit (23) -						Consent of Independent Registered Public Accounting Firm. +

Exhibit (31) -						Rule 13a-14(a)/15d-14(a) Certifications. +

Exhibit (32) -						Section 1350 Certifications. +

Exhibit (97) -						P&G Dodd-Frank Recoupment Policy. +

Exhibit (99-1) -						Summary of Directors and Officers Insurance Program. +

101.INS (1)						Inline XBRL Instance Document

The Procter & Gamble Company 69


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)

(1)						Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

*						Compensatory plan or arrangement.
+						Filed herewith.

Item 16. Form 10-K Summary.

Not applicable.

70 The Procter & Gamble Company

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 in the city of Cincinnati, State of Ohio.


			THE PROCTER & GAMBLE COMPANY

			By			/s/ JON R. MOELLER
						(Jon R. Moeller) Chairman of the Board, President and Chief Executive Officer
						August 05, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ JON R. MOELLER

(Jon R. Moeller)

Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

August 05, 2024

/s/ ANDRE SCHULTEN

(Andre Schulten)

Chief Financial Officer
(Principal Financial Officer)

August 05, 2024

/s/ MATTHEW W. JANZARUK

(Matthew W. Janzaruk)

Senior Vice President - Chief Accounting Officer
(Principal Accounting Officer)

August 05, 2024

/s/ B. MARC ALLEN

(B. Marc Allen)

Director

August 05, 2024

/s/ BRETT BIGGS

(Brett Biggs)

Director

August 05, 2024

/s/ SHEILA BONINI

(Sheila Bonini)

Director

August 05, 2024

/s/ AMY L. CHANG

(Amy L. Chang)

Director

August 05, 2024

/s/ JOSEPH JIMENEZ

(Joseph Jimenez)

Director

August 05, 2024

/s/ CHRISTOPHER J. KEMPCZINSKI

(Christopher J. Kempczinski)

Director

August 05, 2024

/s/ DEBRA L. LEE

(Debra L. Lee)

Director

August 05, 2024

/s/ TERRY J. LUNDGREN

(Terry J. Lundgren)

Director

August 05, 2024

/s/ CHRISTINE M. MCCARTHY

(Christine M. McCarthy)

Director

August 05, 2024

/s/ ASHLEY MCEVOY

(Ashley McEvoy)

Director

August 05, 2024

/s/ ROBERT J. PORTMAN

(Robert J. Portman)

Director

August 05, 2024

/s/ RAJESH SUBRAMANIAM

(Rajesh Subramaniam)

Director

August 05, 2024

/s/ PATRICIA A. WOERTZ

(Patricia A. Woertz)

Director

August 05, 2024

PROCTER & GAMBLE Co - Annual Report: 2024 (Form 10-K)

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