PG 10-K & 10-Q changes, risk factors and insider trading
Procter & Gamble Co. · NYSE · Soap, Detergents, Cleang Preparations, Perfumes, Cosmetics · CIK 80424 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “We must successfully manage the demand, supply and operational challenges associated with the effects of any future disease outbreak, including epidemics, pandemics or similar widespread public health concerns.”
Largest changes
“As a company that manages a portfolio of consumer brands, our ongoing business model includes a certain level of acquisition, joint venture and divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against our business objectives. Specifically, our financial results have been, and in the future could be, adversely impacted by the dilutive impacts from the loss of earnings associated with divested brands or dissolution of joint ventures. …”see in full comparison
“As a company that manages a portfolio of consumer brands, our ongoing business model includes a certain level of acquisition, joint venture and divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against our business objectives. Specifically, our financial results have been and could be adversely impacted by the dilutive impacts from the loss of earnings associated with divested brands or dissolution of joint ventures. …”see in full comparison
“We must successfully manage the demand, supply and operational challenges associated with the effects of any future disease outbreak, including epidemics, pandemics or similar widespread public health concerns.”see in full comparison
Our IT/OT databases and systems and our third-party providers’ databases and systems have been, and will likely continue to be, subject to advanced computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks,see in full comparisonphishing,phishing (including the use of adversarial AI techniques), social engineering,hackingcredential stuffing, automated vulnerability discovery, data encryption or exfiltration, deep fakes, hacking, supply chain software compromise and other cyber-attacks. Such attacks may originate from outside parties, hackers, criminal organizations or other threat actors, includingnation states. In addition, operational errors and insider actors - malicious or otherwise - could cause technical disruptions and/or data incidents. We cannot guarantee that our security efforts or the security efforts of our third-party providers will prevent material breaches, operational outages or other breakdowns to our or our third-party providers’ IT/OT databases or systems.
“The conflict in the Middle East could also adversely impact our financial results and operations due to, for example, volatility in global energy markets, supply chain disruptions, inflationary pressures or trade restrictions.”see in full comparison
A breach of our data security systems or digital customer products, such as connected devices, or failure of our IT/OT databases and systems and those of our third-parties may have a material adverse impact on our business operations and financial results. If the IT/OT systems, networks or service providers we rely upon fail to function properly or cause operational outages or aberrations, or if we or one of our third-party providers suffer significant unavailability of key operations, or inadvertent disclosure of, lack of integrity of, or loss of our sensitive business or stakeholder information, including personal information, due to any number of causes, including catastrophic events, natural disasters, power outages, computer and telecommunications failures, improper data handling, viruses, phishing attempts, cyber-attacks, malware and ransomware attacks, security incidents, misuse or malicious use ofsee in full comparisonartificial intelligenceAI or employee error or malfeasance, and our business continuity plans do not effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage operations and be exposed to reputational, competitive, operational, financial and business harm as well as litigation and regulatory action. If our critical IT systems or back-up systems or those of our third-party vendors are damaged or cease to function properly, we may have to make a significant investment to repair or replace them.
Full comparison: every changed paragraph (37)
We are a global company, with operations in aboutapproximately 7065 countries and products sold in about 180 countries and territories around the world. We hold assets, incur liabilities, generate sales and pay expenses in a variety of currencies other than the U.S. dollar, and our operations outside the U.S. generate more than 50% of our annual net sales. Fluctuations in exchange rates for foreign currencies have and could continue to reduce the U.S. dollar value of sales, earnings and cash flows we receive from non-U.S. markets, increase our supply costs (as measured in U.S. dollars) in those markets, negatively impact our competitiveness in those markets or otherwise adversely impact our business results or financial condition.
Further, weWe have a significant amount of debtdebt, including floating rate and foreign currency debt and derivativesderivatives, as part of our capital markets activities. As we refinance debt or renew derivatives, we are exposed to movement in global interest rates and rate differentials. Further, theThe maturity cash outflows of foreign currency debt and derivative instruments could be adversely impacted by significant appreciation of foreign currency exchange rates (particularly the Euro), which could adversely impact our overall cash flows and interest expense. Moreover, discriminatory or conflicting fiscal or trade policies in different countries, including changes to tariffs and existing trade policies and agreements, have and could adversely affect our results. See also the Results of Operations and Cash Flow, Financial Condition and Liquidity sections of the MD&A and the Consolidated Financial Statements and related Notes.
Our business could be negatively impacted by reduced demand for our products related to one or more significant local, regional or global economic or social disruptions. These disruptions have included and may in the future include: a slow-down, recession or inflationary pressures in the general economy; reduced market growth rates; tighter credit markets for our suppliers, vendors or customers; a significant shift in government policies; significant social unrest; the deterioration of economic relations between countries or regions; potential negative consumer sentiment toward non-local products or sources; or the inability to conduct day-to-day transactions through our financial intermediaries to pay funds to or collect funds from our customers, vendors and suppliers. Additionally, these and other economic conditions may cause our suppliers, distributors, contractors or other third-party partners to suffer financial or operational difficulties that they cannot overcome, resulting in their inability to provide us with the materials and services we need, in which case our business and results of operations could be adversely affected. Customers may also suffer financial hardships due to economic conditions such that their accounts become uncollectible or are subject to longer collection cycles. In addition, if we are unable to generate sufficient sales, income and cash flow, it could affect the Company’s ability to achieve expected share repurchase and dividend payments.
Changes in the political conditions in markets in which we manufacture, sell or distribute our products, as well as changing geopolitical conditions, may be difficult to predict and may adversely affect our business and financial results. Results of elections, referendums, sanctions or other political processes and pressures in certain markets in which our products are manufactured, sold or distributed have created and could continue to create uncertainty regarding how existing governmental policies, laws and regulations may change, including with respect to sanctions, taxes, tariffs, import and export controls and the general movement of goods, materials, services, capital, data and people between countries. The potential implications of such uncertainty, which include, among others, exchange rate fluctuations, variability and unpredictability in trade relations such as U.S. trade relations, new or increased tariffs, trade barriers and market contraction, could adversely affect the Company’s results of operations and cash flows.
Our business, operations or employees have been and could continue to be adversely affected (including by the need to de-consolidate or even exit certain businesses in particular countries) by geopolitical conflicts, political volatility, trade controls, labor market disruptionsdisruptions, epidemics or other crises or vulnerabilities in individual countries or regions. This could include political instability, upheaval or acts of war and the related responses of governments or other entities (including, but not limited to, boycotts in certain regions), broad economic instability or sovereign risk related to a default by or deterioration in the creditworthiness of local governments, particularly in emerging markets.
For example, the ongoing war between Russia and Ukraine has negatively impacted, and the situation it generates may continue to negatively impact, our operations. Beginning in March 2022, the Company reduced its product portfolio, discontinued new capital investments and suspended media, advertising and promotional activity in Russia. Future impacts to the Company are difficult to predict due to the high level of uncertainty as to how the overall situation will continue to evolve. We may reduce further or discontinue our operations in Russia due to significant and cumulative sanctions and export controls and counter-sanctions, monetary, currency or payment controls, restrictions on data transfers or access to financial institutions and services, supply and transportation challenges or other circumstances and considerations. Ultimately,In addition to operational disruptions, these factors could result in operational disruptions, loss of assets or impairments of our manufacturing plants and fixed assets or write-downs of other operating assets and working capital.
The conflict in the Middle East could also adversely impact our financial results and operations due to, for example, volatility in global energy markets, supply chain disruptions, inflationary pressures or trade restrictions.
More broadly, there could be additional negative impacts to our net sales, earnings and cash flows should thethese situationsituations worsen,worsen or other geopolitical conflicts arise, including, among other potential impacts, economic recessions in certain neighboring countries or globally due to inflationary pressures, energy and supply chain cost increases or the geographic proximity of the warconflicts relative to the rest of Europe.other markets.
A disruption in the credit markets or a downgrade of our current credit rating could increase our future borrowing costs and impair our ability to access capital and credit markets on terms commercially acceptable to us, which could adversely affect our liquidity and capital resources or significantly increase our cost of capital. In addition, we rely on top-tier banking partners in key markets around the world, who themselves face economic, societal, political and other risks, for access to credit and to
liquidity and capital resources or significantly increase our cost of capital. In addition, we rely on top-tier banking partners in key markets around the world, who themselves face economic, societal, reputational, political and other risks, for access to credit and to facilitate collection, payment and supply chain finance programs. A disruption to one or more of these top-tier partners could impact our ability to draw on existing credit facilities or otherwise adversely affect our cash flows or the cash flows of our customers and vendors.
Our ability to meet our customers’ needs and achieve cost targets depends on our ability to maintain key manufacturing and supply arrangements, including execution of supply chain optimizations and certain sole supplier or sole manufacturing plant arrangements. The loss or disruption of such manufacturing and supply arrangements, including for issues such as labor disputes or controversies, loss or impairment of key manufacturing sites, discontinuity or disruptions in our internal information and data systems or those of our suppliers, cybersecurity incidents including but not limited to ransomware attacks, misuse of artificial intelligence (AI) and machine learning technologies, inability to procure sufficient raw or input materials (including water, recycled materials and materials that meet our labor standards), significant changes in trade policy, natural disasters, increasing severity or frequency of extreme weather events due to climate change or otherwise, acts of war or terrorism, disease outbreaks (including epidemics, pandemics or similar widespread public health concerns) or other external factors over which we have no control, have at times interrupted and could, in the future,could interrupt product supply and, if not effectively managed and remedied, could have an adverse impact on our business, financial condition, results of operations or cash flows.
The consumer products industry is highly competitive. Across all of our categories, we compete against a wide varietyvariety, and increasing number, of global and local competitors. As a result, we experience ongoing competitive pressures in the environments in which we operate, which may result in challenges in maintaining sales and profit margins. To address these challenges, we must be able to successfully respond to competitive factors and emerging retail trends, including pricing, promotional incentives, product delivery windows and trade terms. In addition, evolving sales channels and business models may continue to affect customer and consumer preferences as well as market dynamics, which, for example, may be seen in the growing consumer preference for shopping online, growth in digital tools, fragmentation of media, ease of competitive entry into certain categories and growth in hard discounter channels. Failure to anticipate and successfully respond to competitive factorsfactors, retail and emergingconsumer retailtrends, trendsnew and effectively compete in growing sales channels and new business models, particularly e-commercedigital commerce, at the pace in which they are evolving could adversely affect our business results and mobile or social commerce applications, could negatively impact our results of operations or cash flows.operations.
We sell most of our products via retail customers, which include mass merchandisers, e-commercedigital 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. Our success depends on our ability to successfully manage relationships with our retail trade customers, which includes our ability to offer trade terms that are mutually acceptable and are aligned with our pricing and profitability targets.targets Continuedin an environment of changing customer practices driven by digital tools and investment in media platforms. In addition, continued concentration among our retail customers, an increase in buying alliances or other changes in the negotiation strategies of our customers could create significant cost and margin pressure on our business,business and ouror business performancedisruptions. could suffer ifIf we cannot reach agreement with a key customer on trade terms and principles.principles, our business performance could suffer. Our business could also be negatively impacted if a key customer were to significantly reduce the inventory level of or shelf space allocated to our products as a result of increased offerings of other branded manufacturers, private label brands and generic non-branded products or,or for other reasons, significantly tighten product delivery windows or experience a significant business disruption.
litigation, defects or impurities in our products, product misuse, changing consumer perceptions of certain ingredients, negative perceptions of packaging (such as plasticplastics and other petroleum-based materials), lack of recyclability or other environmental attributes, concerns about actual or alleged labor, equality and inclusion or social practices, cyber incidents, privacy failures or data breaches,losses, implementation or deployment of a controversial technology, negative views of ongoing operations in certain countries, allegations of product tamperingtampering, negative perceptions of or controversies related to employees or the distribution and sale of counterfeit products. Additionally, negative or inaccurate postings or comments on social media or networking websites about the Company or one of its brands could generate adverse publicity that could damage the reputation of our brands or the Company. If we are unable to effectively manage real or perceived issues, including concerns about safety, quality, ingredients, efficacy, environmental or social impacts or similar matters, sentiments toward the Company or our products could be negatively impacted, and our results of operations or cash flows could suffer. Our Company also devotes time and resources to citizenship efforts that are consistent with our corporate values and are designed to strengthen our business and protect and preserve our reputation, including programs driving ethics and corporate responsibility, strong communities, equality and inclusion and environmental sustainability. While the Company has many programs and initiatives to further these citizenship efforts, we are impacted in part by the actions and efforts of third parties including local and other governmental authorities, suppliers, vendors and customers. Consumer or broader stakeholder perceptions of these programs and initiatives widely vary and could adversely affect our business. If these programs are changedchanged, not fully achieved or suffer negative publicity, the Company's reputation and results of operations or cash flows could be adversely impacted.
Due to the scale and scope of our business, we must rely on relationships with third parties, including our suppliers, contract manufacturers, distributors, contractors, commercial banks, joint venture partners and external business partners, for certain functions. If we are unable to effectively manage our third-party relationships and the agreements under which our third-party partners operate, our results of operations and cash flows could be adversely impacted. Further, failureFailure of these third parties to meet their obligations to the Company, including the transparency and accuracy of the disclosures of ingredients in materials or processes, and the proper security of Company data and personal data, and the provision of information to timely address operational disruptions or cyber incidents, or substantial disruptions in the relationships between the Company and these third parties could adversely impact our operations and financial results. Additionally, while we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, governance and compliance, thereby potentially increasing our financial, legal, reputational and operational risk. In some situations, the actions or inactions of third parties could be imputed to the Company or otherwise lead to inquiries, investigations, claims, proceedings or information requests by government agencies or private parties.
We rely extensively on information and operational technology (IT/OT) systems, networks and services, including internet and intranet sites, data hosting and processing facilities and technologies, physical security systems and other hardware, AI, software and technical applications and platforms. Many of these are managed, hosted, provided and/or used by third parties or their vendors. The various uses of these IT/OT systems, networks and services include, but are not limited to, ordering and managing materials from suppliers; converting materials to finished products; shipping, marketing and selling products; collecting, transferring, storing and/or processing customer, consumer, employee, vendor, investor and other stakeholder information and personal data; summarizing and reporting results of operations, including financial reporting; managing our banking and other cash liquidity systems and platforms; hosting, processing and sharing, as appropriate, confidential and proprietary research, trade secrets, business plans and financial information; collaborating via an online and efficient means of global business communications; complying with regulatory, legal and tax requirements; providing data security; and handling other processes necessary to manage our business.
NumerousIncreasing and evolving information security threats, including advanced persistent cybersecurity threats,threats and the use of AI to autonomously find and exploit weaknesses, obtain information, craft social engineering content and execute large-scale attacks with increased speed and minimal human effort, pose a risk to the security of our services, systems, networks and supply chain, as well as the confidentiality, availability and integrity of our data and of our critical business operations. In addition, because the techniques, tools and tactics used in cyber-attacks frequently change, continue to advance in sophistication and may be difficult to detect for periods of time, we and our third-party providers may face difficulties in anticipating and implementing adequate preventative measuresmeasures, quickly evaluating the full impact of an attack or fully containing and mitigating harms after such an attack, including acquired and divested businesses.attack.
Our IT/OT databases and systems and our third-party providers’ databases and systems have been, and will likely continue to be, subject to advanced computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing,phishing (including the use of adversarial AI techniques), social engineering, hackingcredential stuffing, automated vulnerability discovery, data encryption or exfiltration, deep fakes, hacking, supply chain software compromise and other cyber-attacks. Such attacks may originate from outside parties, hackers, criminal organizations or other threat actors, including nation states. In addition, operational errors and insider actors - malicious or otherwise - could cause technical disruptions and/or data incidents. We cannot guarantee that our security efforts or the security efforts of our third-party providers will prevent material breaches, operational outages or other breakdowns to our or our third-party providers’ IT/OT databases or systems.
A breach of our data security systems or failure of our IT/OT databases and systems and those of our third-parties may have a material adverse impact on our business operations and financial results. If the IT/OT systems, networks or service providers we rely upon fail to function properly or cause operational outages or aberrations, or if we or one of our third-party providers suffer significant unavailability of key operations, or inadvertent disclosure of, lack of integrity of, or loss of our sensitive
nation states. In addition, operational errors and insider actors - malicious or otherwise - could cause technical disruptions and/or data incidents. We cannot guarantee that our security efforts or the security efforts of our third-party providers will prevent material breaches, operational outages or other breakdowns to our or our third-party providers’ IT/OT databases or systems.
A breach of our data security systems or digital customer products, such as connected devices, or failure of our IT/OT databases and systems and those of our third-parties may have a material adverse impact on our business operations and financial results. If the IT/OT systems, networks or service providers we rely upon fail to function properly or cause operational outages or aberrations, or if we or one of our third-party providers suffer significant unavailability of key operations, or inadvertent disclosure of, lack of integrity of, or loss of our sensitive business or stakeholder information, including personal information, due to any number of causes, including catastrophic events, natural disasters, power outages, computer and telecommunications failures, improper data handling, viruses, phishing attempts, cyber-attacks, malware and ransomware attacks, security incidents, misuse or malicious use of artificial intelligenceAI or employee error or malfeasance, and our business continuity plans do not effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage operations and be exposed to reputational, competitive, operational, financial and business harm as well as litigation and regulatory action. If our critical IT systems or back-up systems or those of our third-party vendors are damaged or cease to function properly, we may have to make a significant investment to repair or replace them.
Periodically, we and/or our suppliers also upgrade IT/OT systems or adopt new technologies, including thosebut enablednot bylimited machineto learningAI, in our operations. These technologies may have limitations, including biases, errors, insufficient or artificialerroneous intelligence.data. If such a new system or technology does not function properly, provides flawed or inaccurate outputs or exposes us to increased cybersecurity incidents and failures, it could result in litigation or regulatory enforcement, affect our ability to order materials, make and ship orders and process payments inas additionwell toas cause other operational and information integrity and loss issues. The costs and operational consequences of responding to the above items and implementing remediation measures could be significant and could adversely impact our results of operations and cash flows and generate negative publicity affecting Company reputation and relationships among consumers, customers and other business partners.
We must successfully manage the demand, supply and operational challenges associated with the effects of any future disease outbreak, including epidemics, pandemics or similar widespread public health concerns.
Our business may be negatively impacted by the fear of exposure to or actual effects of a disease outbreak, epidemic, pandemic or similar widespread public health concern. These impacts may include, but are not limited to:
•Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions or financial hardship, shifts in demand away from one or more of our more discretionary or higher priced products to lower priced products or stockpiling or similar pantry-loading activity. If prolonged, such impacts can further increase the difficulty of business or operations planning and may adversely impact our results of operations and cash flows; or
•Significant changes in the political conditions in markets in which we manufacture, sell or distribute our products, including quarantines, import/export restrictions, tariffs, price controls, or governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to travel or perform necessary business functions or otherwise prevent our third-party partners, suppliers or customers from sufficiently staffing operations.
Despite efforts to manage and remedy these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects.
We are a consumer products company that relies on continued global demand for our brands and products.products, and consumer expectations and purchasing habits are evolving at an accelerating pace. Achieving our business results depends, in part, on successfully developing, introducing and marketing new products and on making significant improvements to our equipment and manufacturing processes. The success of such innovation depends on our ability to correctly anticipate customer and consumer acceptance and trends,trends at the pace at which they are evolving, to obtain, maintain and enforce necessary intellectual property protections and to avoid infringing upon the intellectual property rights of others and to continue to deliver efficient and effective marketing across evolving and more fragmented media and mobile platforms with dynamic and increasingly more restrictive privacy requirements. We must also successfully respond to technological advances made by, and intellectual property rights granted to, competitors, customers and vendors. Failure to continually innovate, improve and respond to competitive moves, changing consumer habits and platform evolution, including the timely, responsible and effective adoption of emerging technologies such as artificial intelligence,AI, could compromise our competitive position and adversely impact our financial condition, results of operations or cash flows.
As a company that manages a portfolio of consumer brands, our ongoing business model includes a certain level of acquisition, joint venture and divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against our business objectives. Specifically, our financial results have been and could be adversely impacted by the dilutive impacts from the loss of earnings associated with divested brands or dissolution of joint ventures. Our results of operations and cash flows have been and could be impacted by acquisitions or joint venture activities, if: 1) changes in the cash flows or other market-based assumptions cause the value of acquired assets to fall below book value, or 2) we are not able to deliver the expected cost and growth synergies associated with such acquisitions and joint ventures, including as a result of integration and collaboration challenges, which could also result in an impairment of goodwill and intangible assets.
As a company that manages a portfolio of consumer brands, our ongoing business model includes a certain level of acquisition, joint venture and divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against our business objectives. Specifically, our financial results have been, and in the future could be, adversely impacted by the dilutive impacts from the loss of earnings associated with divested brands or dissolution of joint ventures. Our results of operations and cash flows have been, and in the future could also be, impacted by acquisitions or joint venture activities, if: 1) changes in the cash flows or other market-based assumptions cause the value of acquired assets to fall below book value, or 2) we are not able to deliver the expected cost and growth synergies associated with such acquisitions and joint ventures, including as a result of integration and collaboration challenges, which could also result in an impairment of goodwill and intangible assets.
Our business results depend on our ability to successfully manage productivity improvements and ongoing organizational change, including attractingattracting, developing and retaining key talent as part of our overall succession planning.
Our financial projections assume certain new and ongoing productivity improvements and cost savings, including staffing adjustments and employee departures. Failure to deliver these planned productivity improvements and cost savings, while continuing to invest in business growth, could adversely impact our results of operations and cash flows. Additionally, successfully executing organizational change, management transitions at leadership levels of the Company and motivation and retention of key employees is critical to our business success. Factors that may affect our ability to attract and retain sufficient numbers of qualified employees include: employee morale; our reputation; the impacts of political, social and geopolitical polarization; competition from other employers and availability of qualified individuals. Our success depends on identifying, developing and retaining key employees to provide uninterrupted leadership and direction for our business. This includes developing and retaining organizational capabilities in key growth markets where the depth of skilled or experienced employees may be limited and competition for these resources is intense as well as continuing the development and execution of robust leadership succession plans. It also includes continuing to attract, develop and retain employees that adapt to new ways of working and new technologies in a rapidly changing environment.
Our business is subject to a wide variety of laws, regulations, policies and related interpretations across the countries in which we do business, including those laws and regulations involving intellectual property, product liability, product composition or formulation,formulation (including requirements related to ingredients or other substances present in products), manufacturing processes, packaging content or corporate responsibility for packaging and product disposal,disposal (including plastics and other petroleum-based materials), marketing, antitrust and competition, privacy, cybersecurity, data protection and data transfers, artificial intelligence,AI, environmental (including increasing focus on the climate, nature, water and waste impacts of consumer packaged goods companies' operations and products), employment, healthcare, anti-bribery and anti-corruption (including interactions with health care professionals and government officials as well as corresponding internal controls and record-keeping requirements), trade (including tariffs, sanctions and export controls), tax, accounting and financial reporting or other matters. In addition, governmental and societal attention to environmental, socialenvironmental and governance (ESG)social matters, including changing and differingdisparate mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, waste production, water usage, nature impacts, human capital, respect for human rights, labor and risk oversight, could continue to expand the nature, scope and complexity of matters that we are required to control, assess and report. These and other rapidly changing laws, regulations, policies and related interpretations as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for the Company, may alter the environment in which we do business, may increase the ongoing costs and complexities of compliance including by requiring investments in technology or other compliance systems and may ultimately result in the need to cease manufacturing, sales or other business activities in certain jurisdictions, which could adversely impact our results of operations and cash flows. If we are unable to continue to meet these challenges and comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation and our business results. Additionally, we are currently, and in the future may be, subject to a number of inquiries, investigations, claims, proceedings and requests for information from governmental agencies or private parties, the adverse outcomes of which could harm our business. Failure to successfully manage these new or pending regulatory and legal matters and resolve such matters without significant liability or damage to our reputation may materially adversely impact our financial condition, results of operations and cash flows. Furthermore, if new or pending legal or regulatory matters result in fines or costs in excess of the amounts accrued to date, that may also materially impact our results of operations and financial position.
In December 2021, the Organisation for Economic Co-operation and Development (OECD) issued “Pillar Two” model rules which established a global minimum corporate tax rate of 15% for large multinational corporations. Many countries have implemented or are in the process of implementing Pillar Two legislation into their respective domestic laws. The implementation of the Pillar Two global minimum top-up tax did not have a material impact to our financial condition, results of operations, cash flows or effective tax rate for the fiscal year ended 2026. Based on current legislation and available guidance, including the January 5, 2026 Pillar Two "Side-by-Side Package", we do not anticipate the Pillar Two global minimum top-up tax to have a material impact to our financial condition, results of operations, cash flows or effective tax rate in future years. The Company continues to assess the overall impact of potential changes as developments occur, consistent
with our practice to monitor all changes in tax laws. As the Pillar Two global minimum tax and other tax laws and related regulations are revised, enacted and implemented, a material impact to our financial condition, results of operations, cash flows or effective tax rate may occur.
In December 2021, the Organisation for Economic Co-operation and Development (OECD) issued “Pillar Two” model rules which established a global minimum corporate tax rate of 15% for large multinational corporations. Many countries have implemented or are in the process of implementing Pillar Two legislation into their respective domestic laws. Based on current legislation, available guidance and the June 28, 2025 G7 Pillar Two Statement committing to a side-by-side solution for U.S. parented groups, we do not anticipate the Pillar Two global minimum tax to have a material impact to our financial condition, results of operations, cash flows or effective tax rate. The Company continues to assess the overall impact of potential changes as developments occur, consistent with our practice to monitor all changes in tax laws. As the Pillar Two global minimum tax and other tax laws and related regulations are revised, enacted and implemented, a material impact to our financial condition, results of operations, cash flows or effective tax rate may occur.
Furthermore, we are subject to regular review and audit by both foreign and domestic tax authorities. While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation, including maintaining our intended tax treatment of divestiture transactions such as the fiscal 2017 Beauty Brands transaction with Coty,litigation may differ materially from the tax amounts recorded in our Consolidated Financial Statements, which could adversely impact our results of operations and cash flows.
Management's Discussion & Analysis (MD&A)
New heading “Thorne Acquisition”
New heading “SUMMARY OF 2026 RESULTS”
Removed heading “SUMMARY OF 2025 RESULTS”
Largest changes
Based on our impairment testing performed during the three months ended December 31,see in full comparison2024,2025, the Gillette indefinite-lived intangible asset's fair value exceeds its carrying value by greater than 10%. As of June 30,2025,2026, the carrying value of the Gillette indefinite-lived intangible asset was $12.8 billion. While we have concluded that no triggering event has occurred since our annual impairment test, the Gillette indefinite-lived intangible asset is susceptible to impairment risk. Adverse changes in the business or in the macroeconomic environment including foreign currency devaluation, increasing globalinflation,inflation or market contraction from an economicrecession,recession or geopolitical conflicts, could reduce the underlying cash flows used to estimate the fair value of the Gillette indefinite-lived intangible asset andtriggerresult in afurtherfuture impairment charge.
Corporate net sales increasedsee in full comparison32%16% to$794$919 million due to an increase in net sales of incidental businesses managed at the corporate level. Corporate net earnings increased$903$504 million to a loss of$527$23 million dueprimarilytothe non-cash impairment charge of $1.3 billion ($1.0 billion after tax) on the Gillette intangible asset in the prior year, partially offset by incrementalrestructuring chargesin the current year, comprised primarily of the non-cash charge of $752 million for accumulated foreign currency translation losses duerelated to the substantial liquidation of operations inArgentina.certain Enterprise Markets, including Argentina, in the prior year period and the dissolution of the Glad joint venture business in the current year period, partially offset by current year restructuring charges.
As previously disclosed, we recorded a non-cash impairment chargesee in full comparisonofrelated$1.3 billion ($1.0 billion after tax) onto the Gillette indefinite-lived intangible asset during the fiscal year ended June 30, 2024.TheFor additional information regarding the impairment chargearoseandduerelatedtoaccounting,aseehigherNotediscount rate, weakening of several currencies relative4 to theU.S.ConsolidateddollarFinancialand the impact of a new restructuring program focused primarily in certain Enterprise Markets, including Argentina and Nigeria. Following the impairment charge, the carrying value of the Gillette indefinite-lived intangible asset was equivalent to the estimated fair value as of December 31, 2023.Statements.
“The Company’s strategic framework has been delivering strong results over an extended period of time. As we observe changes in the markets in which we operate, we will adapt the execution of our core strategy. These market changes include evolving ways in which consumers are engaging with our brands across social media platforms, streaming services or AI based search. We observe changes in retail landscapes around the world, where retailers are selling across multiple platforms (digital and physical outlets) and building their own media platforms. …”see in full comparison
“•Incremental restructuring: The Company has historically had an ongoing level of restructuring activities of approximately $250 - $500 million before tax. As discussed in Note 3 to the Consolidated Financial Statements, during the period ended September 30, 2024, the Company completed its limited market portfolio restructuring with the substantial liquidation of its operations in Argentina. In June 2025, the Company announced a portfolio and productivity plan to streamline its portfolio and organization to improve its cost structure and competitiveness. …”see in full comparison
“•Incremental restructuring: The Company has historically had an ongoing level of restructuring activities of approximately $250 - $500 million before tax. As discussed in Note 3 to the Consolidated Financial Statements, in the fiscal year ended June 30, 2024, the Company started a limited market portfolio restructuring of its business operations, primarily in certain Enterprise Markets, including Argentina and Nigeria, to address challenging macroeconomic and fiscal conditions. …”see in full comparison
Full comparison: every changed paragraph (125)
Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, changes in global interest rates and rate differentials, currency exchange or pricing controls and tariffs; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to successfully manage uncertainties related to changing political and geopolitical conditions and potential implications such as exchange rate fluctuations, market contraction, boycotts, variability and unpredictability in trade relations, sanctions, tariffs or other trade controls; (4) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (5) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to various factors, including ones outside of our control, such as natural disasters, conflicts or acts of war orwar, terrorism or disease outbreaks; (6) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation, energy, pensions and healthcare; (7) the ability to compete with our local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy, packaging content, cyber incidents, supply chain practices, social or environmental practices or similar matters that may arise; (10) the ability to successfully manage the financial, legal, reputational and operational risk associated with third-party relationships, such as our suppliers, contract manufacturers, distributors, contractors and external business partners; (11) the ability to rely on and maintain key company and third-party information and operational technology systems, networks and services and maintain the security and functionality of such systems, networks and services and the data contained therein; (12) the ability to successfully manage the demand, supply and operational challenges, as well as governmental responses or mandates, associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concernschallenges; (13) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits, evolving and more fragmented digital marketing and selling platform requirements and technological advances attained by, and patents granted to, competitors; (14) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company’s overall business strategy and financial objectives, without impacting the delivery of base business objectives; (15) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited; (16) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws, regulations, policies and related interpretations involving product liability, product and packaging composition, manufacturing processes, intellectual property, labor and employment, antitrust, privacy, cybersecurity, data protection and data transfers, artificial intelligence, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; (17) the ability to manage changes in applicable tax laws and regulations; and (18) the ability to continue delivering progress towards our environmental sustainability ambitions. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from those projected herein is included in the section titled "Economic Conditions and Uncertainties" and the section titled "Risk Factors" (Part I, Item 1A) of this Form 10-K.
P&G is a global leader in the fast-moving consumer goods industry, focused on providing branded consumer packaged goods of superior quality and value to our consumers around the world. Our products are sold in about 180 countries and territories primarily through mass merchandisers, e-commercedigital 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 aboutapproximately 7065 countries.
(2)Effective July 1, 2024, the Beauty reportable business segment separated Skin and Personal Care into individual operating segments, Skin Care and Personal Care. This transition included separation of the management team, strategic decision-making, innovation plans, financial targets, budgets and management reporting.
Beauty: The beauty categories in which we compete are hair care, personal care and skin care. We are a global market leader in the retail hair care market with about 20% global market share primarily behind our Head & Shoulders and Pantene brands. In personal care, we have the number two market share position with about 20% global market share, primarily behind our Old Spice, SafeguardNative, Secret and SecretSafeguard brands. In skin care, the Olay brand is one of the top facial skin care brands in the world with about 5% global market share.
Grooming: We are the global market leader in the grooming market, where we hold more than 45%50% share. Our global blades and razors market share is more than 60%, primarily behind our Gillette and Venus brands. Our appliances, such as electric shavers and intense pulse light devices, are sold primarily under the Braun brand. We hold overnearly 25%30% of the male electric shavers market.
Baby, Feminine & Family Care: In baby care, we are a global market leader and compete mainly in taped diapers, pants and baby wipes, with more than 30% global market share. We generally have the number one or number two market share position in the markets in which we compete, primarily behind our Pampers brand. We are the global market leader in the feminine care category with overnearly 30% global market share. We compete in the menstrual care sub-category primarily behind our Always and Tampax brands with nearly 35% global market share. We also compete in the adult incontinence sub-category behind Always Discreet, with over 15% market share in the markets in which we compete. Our family care business is predominantly a
Tampax brands with over 35% global market share. We also compete in the adult incontinence sub-category behind Always Discreet, with over 15% market share in the markets in which we compete. Our family care business is predominantly a North American business comprised primarily of the Bounty paper towel and Charmin toilet paper brands. North America market shares are overnearly 40% for Bounty and over 25% for Charmin.
The Company’s strategic framework has been delivering strong results over an extended period of time. As we observe changes in the markets in which we operate, we will adapt the execution of our core strategy. These market changes include evolving ways in which consumers are engaging with our brands across social media platforms, streaming services or AI based search. We observe changes in retail landscapes around the world, where retailers are selling across multiple platforms (digital and physical outlets) and building their own media platforms. Consumers are changing how they perceive value across their basket of goods as cumulative inflation impacts their shopping behavior. Lastly, technologies, including AI, offer new capabilities to innovate, produce and market our products and brands. We are embracing these changes, and to benefit from them, the Company can and will adjust the execution of its strategy.
Additionally, to further strengthen our integrated strategy, we have declared four focus areas. These are 1) leveraging environmental sustainability as an additional driver of superior performing products and packaging innovations, 2) increasing digital acumen to drive consumer and customer preference, reduce cost and enable rapid and efficient decision making, 3) developing next-level supply chain capabilities to enable flexibility, agility, resilience and a new level of productivity and 4) delivering a superior employee value equation for all employees inclusive of all genders, races, ethnicities, sexual orientations, ages and abilities to ensure we continue to attract, retain and develop the best talent to better serve our increasingly diverse consumer base.
We believe this strategy is right for the long-term health of the Company and our objective of delivering total shareholder return in the top one-third of our peer group.
TheBeyond the short-term interventions, the Company expects the delivery of the following long-term growth algorithm will result in total shareholder returns in the top third of the competitive, fast-moving consumer goods peer group:
In the fiscal year ended June 30, 2024, the Company started a limited market portfolio restructuring of its business operations, primarily in certain Enterprise Markets, including Argentina and Nigeria, to address challenging macroeconomic and fiscal conditions. During the period ended September 30, 2024, the Company completed this limited market portfolio restructuring with the substantial liquidation of its operations in Argentina and recorded incremental restructuring charges of $801 million after tax, comprised primarily of non-cash charges for accumulated foreign currency translation losses previously included in Accumulated other comprehensive income/(loss). The total incremental restructuring charges incurred under the program beginning in the three-month period ended December 31, 2023, through the three-month period ended September 30, 2024, were $1.2 billion after tax. Consistent with our historical policies for ongoing restructuring-type activities, resulting charges were funded by and included within Corporate for segment reporting. Restructuring charges above the normal ongoing level of restructuring costs were reported as non-core charges. For more details on the restructuring program, refer to Note 3 to the Consolidated Financial Statements.
In June 2025, the Company announced a portfolio and productivity plan to streamline its portfolio and organization to improve its cost structure and competitiveness.invest in growth. The Company expects to incur approximately $1.5 to $2.0 billion in before-tax restructuring costs over a two-year period, including costs incurred as part of this plan and the ongoing plan. The Company expectsincurred to incurover half of the costs under this plan by the end ofin fiscal 2026, with the remainder incurredexpected in fiscal 2027.
The restructuring activities willare bebeing 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. Consistent with our historical policies for ongoing restructuring-type activities, resulting charges are funded by and included within Corporate for segment reporting. Restructuring charges above the normal ongoing level of restructuring costs are reported as non-core charges. For more details on the restructuring program, refer to Note 3 to the Consolidated Financial Statements.
In January 2026, the Glad joint venture agreement between the Company and The Clorox Company (Clorox) expired. Under the terms of the agreement, Clorox purchased the Company’s minority interest in the venture at fair market value for $476 million. This transaction was accounted for as a dissolution of the Glad joint venture business and the Company recorded an after-tax gain of $261 million.
U.S. Tariffs
On February 20, 2026, the U.S. Supreme Court ruled that the tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were invalid. The Company previously paid approximately $200 million in IEEPA tariffs that may be recoverable. During the three-month period ended June 30, 2026, the Company recognized recovery of half of this amount in its Consolidated Financial Statements.
Thorne Acquisition
On August 4, 2026, the Company entered into an agreement to acquire Thorne, a premium wellness and supplement brand in the vitamins, minerals and supplements category for $3.8 billion. We anticipate the transaction to close in the second quarter of fiscal year 2027, with the timing subject to regulatory approval and customary closing conditions.
The Company and The Clorox Company (Clorox) have jointly decided not to renew the Glad joint venture agreement. Under the terms of the agreement, Clorox will purchase the Company’s minority interest in the venture at fair market value as of the agreement termination in January 2026. Subject to market conditions and the parties' negotiations with respect to fair market value, the Company expects to receive cash proceeds of approximately $500 million and record an after-tax gain in the range of $250 to $300 million in the third quarter of the fiscal year ended June 30, 2026.
SUMMARY OF 2025 RESULTS
•Net sales increased $245 million to $84.3 billion versus the prior year. Net sales increased low single digits in Health Care and was unchanged in Grooming, Fabric & Home Care and Baby, Feminine & Family Care. Net Sales declined low single digits in Beauty. Organic sales, which exclude the impact of acquisitions and divestitures and foreign exchange, increased 2%. Organic sales increased low single digits in all Sector Business Units.
SUMMARY OF 2026 RESULTS
•Net sales increased 3% to $87.0 billion versus the prior year. Net sales increased high single digits in Beauty, mid-single digits in Grooming and Health Care and low single digits in Fabric & Home Care and Baby, Feminine & Family Care. Organic sales, which exclude the impact of acquisitions and divestitures and foreign exchange, increased 1%. Organic sales increased mid-single digits in Beauty and low single digits in Health Care, Grooming and Fabric & Home Care. Organic sales declined low single digits in Baby, Feminine & Family Care.
•Operating income decreased $703 million, or 3%, to $19.7 billion as the net sales increase was more than offset by a decrease in operating margin.
•Operating income increased $1.9 billion, or 10%, to $20.5 billion due to a reduction in selling, general and administrative costs (SG&A) in the current year and the non-cash impairment charge of $1.3 billion ($1.0 billion after tax) on the Gillette intangible asset in the prior year.
•Net earnings increased $1.1$79 billion, or 7%,million to $16.1 billion due toas the increasedecrease in operating income,income partiallywas offset by higher non-operating restructuring charges in the currentprior year, whichprimarily includesdriven $801by millionthe afternon-cash taxcharge relatedfor accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina.
•Net earnings attributable to Procter & Gamble increased $1.1$72 billion, or 7%,million to $16.0 billion.
•Diluted EPS increased 8%2% to $6.51$6.62 due to thean increase in net earnings.earnings and a reduction in shares outstanding. Core EPS, which excludes the gain from the dissolution of the Glad joint venture business and incremental restructuring charges and the prior year Gillette intangible asset charge,charges, increased 4%1% to $6.83.$6.89.
◦ Adjusted free cash flow productivity, which is defined as adjusted free cash flow as a percentage of net earnings excluding the non-cashgain charge for accumulated foreign currency translation losses due tofrom the substantial liquidationdissolution of operationsthe inGlad Argentina,joint venture business, was 87%.100%.
Global Economic Conditions. Our products are sold in numerous countries worldwide, with more than half our sales generated outside the United States. Our largest international markets are Greater China, the United Kingdom, Canada, Japan and Germany and collectively comprised approximately 21% of our net sales in fiscal 2025.2026. As a result, we are exposed to global macroeconomic factors, geopolitical tensions and government policies. We are exposed to various risks due to economic, political and social instabilities, market volatility, natural disasters, debt and credit issues, currency controls, new or increased tariffs, foreign exchangeexchange, the availability and cost of materials and interest rate changes. These risks can negatively impact our net sales, net earnings and cash flows. For example, we are exposed to risks due to the conflict in the Middle East and the ongoing war between Russia and Ukraine. Our Russia business accounted for 1% of consolidated net sales, net earnings and net assets as of June 30, 2025.2026.
Commodities and Supply Chain. Our costs are subject to fluctuations due to changes in commodity and input material prices, transportation costs, inflationary impacts and productivity efforts. We have significant exposures to certain commodities and input materials, in particular certain oil-derived materials like resins and paper-based materials like pulp. Volatility in the market price of commodities and input materials directly affects our costs. Disruptions in manufacturing, supply and distribution operations can lead to increased costs. Legal or regulatory requirements and sustainability initiatives may result in increased costs. We strive to implement, achieve and sustain cost improvement plans, including supply chain optimization and general overhead and workforce optimization. Increased pricing in response to certain inflationary or cost increases may also offset portions of the cost impacts; however, such price increases may negatively impact product consumption. If we are unable to manage cost impacts through pricing actions and consistent productivity improvements, it may negatively impact our net sales, net earnings and cash flows.
offset portions of the cost impacts; however, such price increases may negatively impact product consumption. If we are unable to manage cost impacts through pricing actions and consistent productivity improvements, it may negatively impact our net sales, net earnings and cash flows.
The key metrics included in the discussion of our consolidated results of operations include net sales, gross margin, selling, general and administrative expense (SG&A,A), operating margin, other non-operating items, income taxes and net earnings. The primary factors driving year-over-year changes in net sales include overall market growth in the categories in which we compete, product initiatives, competitive activities (the level of initiatives, pricing and other activities by competitors), marketing spending, retail executions (both in-in-store and online) and acquisition and divestiture activity, all of which drive changes in our underlying unit volume, as well as our pricing actions (which can also impact volume), changes in product and geographic mix and foreign exchange impacts on sales outside the U.S.
store and online) and acquisition and divestiture activity, all of which drive changes in our underlying unit volume, as well as our pricing actions (which can also impact volume), changes in product and geographic mix and foreign exchange impacts on sales outside the U.S.
Net sales increased $245 million3% to $84.3$87.0 billion in fiscal 2025 as an increase in net sales2026 driven by pricing of 1% was mostly offset by unfavorablefavorable foreign exchange of 2% and pricing of 1%. VolumeUnit volume and mix were unchanged versus the prior year.
Net sales increased high single digits in Beauty, mid-single digits in Grooming and Health Care and low single digits in Health Care and was unchanged in Grooming, Fabric & Home Care and Baby, Feminine & Family Care. Net sales decreased low single digits in Beauty. Organic sales, which exclude the impactsimpact of acquisitions and divestitures and foreign exchange, increased 2%.1%. Organic sales increased mid-single digits in Beauty and low single digits in allHealth SectorCare, BusinessGrooming Units.and Fabric & Home Care. Organic sales declined low single digits in Baby, Feminine & Family Care.
•3060 basis points of higher commodityrestructuring costs,
•20 basis points of unfavorable foreign exchange impacts,
•10 basis points of higher transportation costs and other costs and
•1030 basis points of net tariff impact from higher costs fromand tariffs.recognized recoveries,
•20 basis points of higher commodity costs,
•10 basis points of unfavorable foreign exchange impacts and
•10 basis points of other items and rounding.
•180 basis points of manufacturing productivity savings andsavings,
Total SG&A decreasedincreased 3%6% to $22.7$23.9 billion and SG&Aincreased 60 basis points to 27.5% as a percentage of net sales decreaseddue 80 basis pointsprimarily to 26.9%an dueincrease to decreasedin marketing spending andas highera foreignpercentage exchangeof transactionalnet charges in the prior year period.sales.
•Marketing spending as a percentage of net sales decreasedincreased 5080 basis points due to aan decreaseincrease in marketing spendingspending, andpartially offset by productivity savings.
•Overhead costs as a percentage of net sales decreasedwere 10 basis pointsunchanged as wage inflation headwinds and restructuring spending were more than offset by productivity savings, which includes adjustments to variable compensation payouts.savings.
•Other operating expenses as a percentage of net sales decreasedwere 30 basis points driven by favorable foreign exchange impacts.unchanged.
Operating income decreased $703 million, or 3%, to $19.7 billion as the increase in net sales was more than offset by the decrease in gross margin and increase in SG&A spending. The operating margin decreased 160 basis points to 22.7% due primarily to the decrease in gross margin and increase in marketing spending.
Operating income increased $1.9 billion, or 10%, to $20.5 billion and operating margin increased 220 basis points to 24.3% due primarily to the decrease in SG&A and the non-cash impairment charge of $1.3 billion ($1.0 billion after tax) on the Gillette intangible asset in the prior year. For further discussion of the Gillette impairment charge, refer to Note 4 to the Consolidated Financial Statements.
•Other non-operating income,income/(expense), net decreasedincreased $514$922 million to $154$1.1 millionbillion primarily driven by the higher non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina in the currentprior year compared toand the samegain charge due tofrom the substantial liquidationdissolution of operationsthe inGlad Nigeriajoint venture business in the priorcurrent year.year period.
The effective income tax rate for fiscal year ended June 30, 2025,2026, was 20.3%,20.8%, compared to 20.2%20.3% for the fiscal year ended June 30, 2024.2025. The increase in the effective tax rate was primarily driven by lower excess tax benefits of share-based compensation in the current year and unfavorable geographic mix impacts, partially offset by a decrease from discrete impacts related to uncertain tax positions and the prior year charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina, partially offset by favorable geographic mix impacts.Argentina.
Earnings before income taxes increased $1.4$210 billion,million, or 7%,1%, to $20.2$20.4 billion as the increase in operatingother income,non-operating income/(expense), net, the components of which are discusseddescribed above, were partially offset by the non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operationsdecrease in Argentina.operating income. Net earnings increased $1.1$79 billion, or 7%,million to $16.1 billion due toas the increase in earnings before income taxes,taxes was partially offset by the effective income tax rate increase discussed above.
Foreign exchange impacts reducedincreased net earnings by approximately $45$224 million due to a weakeningstrengthening of certain currencies against the U.S. dollar. This impact includes both transactional charges and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars.
Net earnings attributable to Procter & Gamble increased $1.1$72 billion, or 7%,million to $16.0 billion.
Diluted EPS increased $0.49,$0.11, or 8%,2%, to $6.51$6.62 due primarily to thean increase in net earnings.earnings and a reduction in shares outstanding.
Beauty net sales decreasedincreased 2%7% to $15.0$16.0 billionbillion, asdriven theby negativea impactunit volume increase of unfavorable4%, mix of 2% (due primarily to the decline of the super-premium SK-II brand, which has higher than segment-average selling prices), unfavorablefavorable foreign exchange of 1%2% and a unit volume decrease of 1% was partially offset by the positive impact of higher pricing of 2%.1%. Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales increased 1%.5%. Global market share of the Beauty segment decreased 0.3 points.
•Hair Care net sales decreased low single digits. Positive impacts of favorable product mix and higher pricing (driven by Latin America, Europe and North America) were partially offset by negative impacts of divestitures, unfavorable foreign exchange and a unit volume decline. The unit volume decline was driven by a decline in Greater China (due to market contraction and the impact of divestitures), partially offset by increases in Latin America and Europe (both due to market growth). Organic sales increased low single digits due to double-digit growth in Latin America, mid-single-digit growth in Europe and low single-digit growth in North America, partially offset by a high single-digit decline in Greater China. Global market share of the hair care category decreased 0.9 points.
•PersonalHair Care net sales increased high single digits duedriven toby positive impacts of a unit volume increaseincrease, favorable foreign exchange and the positive impacts of higherinnovation-based pricing (drivenprimarily byin North America and Latin America), partially offset by negative impacts of unfavorable foreigngeographic exchange.mix. The increase in unit volume increase was driven by growth in NorthLatin AmericaAmerica, Europe and Asia Pacific (all due to innovation), Europe (due to distribution expansion and innovation) and Latin America (due to market growth), partially offset by a decline in GreaterNorth ChinaAmerica (due to marketcompetitive contractionactivity). Organic sales increased high singlemid-single digits duedriven toby adouble-digit more than 20% increase in Europe, a high-teens increasegrowth in Latin America and aAmerica, high single-digit increasegrowth in NorthEurope America,and Asia Pacific, partially offset by a mid-single-digitlow decreasesingle-digit decline in GreaterNorth China.America. Global market share of the personalhair care category increaseddecreased 0.5 points.
What changed in the latest 10-Q
Risk Factors
For information on risk factors, please refer to "Risk Factors" in Part I, Item 1A of the Company's Form 10-K for the fiscal year ended June 30, 2025.
The Procter & Gamble Company 31
Full comparison: every changed paragraph (1)
The Procter & Gamble Company 31
Management's Discussion & Analysis (MD&A)
New heading “SEGMENT RESULTS – Three and Nine Months Ended March 31, 2026”
Removed heading “SEGMENT RESULTS – Three and Six Months Ended December 31, 2025”
Largest changes
Total SG&A spending increasedsee in full comparison5%7% to$6.0$5.9 billion versus the prior year period due to increased marketing spending and overhead costs. SG&A as a percentage of net sales increased9010 basis points to27.1%28.0% due primarily to an increase in marketing spending as a percentage of netsalessales,andpartiallyanoffsetincreaseby a decrease in overhead costs as a percentage of netsales,salespartially offset byand a decrease in other operating expenses as a percentage of net sales. Marketing spending as a percentage of net sales increased8020 basis pointsdueastothe positive scale impacts of the net sales increase and productivity savings were more than offset by an increase in marketingspending, partially offset by productivity savings.spending. Overhead costs as a percentage of net salesweredecreasedincreased 4010 basis pointsasdrivenwagebyinflationproductivity savings andrestructuringthespendingpositivewerescale impacts of the net sales increase, partially offset byproductivitywagesavings.inflation, adjustments to expected variable compensation payouts and restructuring spending. Other operating expenses as a percentage of net sales decreased4010 basispoints primarily driven by favorable foreign exchange impacts.points. Productivity-driven cost savings delivered110120 basis points of benefit to SG&A as a percentage of net sales.
“SEGMENT RESULTS – Three and Six Months Ended December 31, 2025”see in full comparison
“Net earnings increased 2% to $770 million due to an increase in net sales, partially offset by a 70 basis-point decrease in net earnings margin. Net earnings margin decreased due to a decrease in gross margin and a higher effective tax rate, partially offset by a decrease in SG&A as a percentage of net sales. The gross margin decrease of 80 basis points was driven primarily by unfavorable geographic mix and higher cost of tariffs, partially offset by productivity savings. …”see in full comparison
“Net earnings decreased 9% to $417 million due to a 290 basis-point decrease in net earnings margin, partially offset by an increase in net sales. Net earnings margin decreased due to a decrease in gross margin and an increase in SG&A as a percentage of net sales. The gross margin decrease of 190 basis points was primarily driven by unfavorable product mix and higher cost of tariffs, partially offset by increased productivity savings and higher pricing. SG&A as a percentage of net sales increased due to an increase in marketing spending, partially offset by a decrease in overhead spending.”see in full comparison
“Net earnings decreased 2% to $763 million as the increase in net sales was more than offset by a 140 basis-point decline in net earnings margin. Net earnings margin decreased due to a decrease in gross margin and an increase in SG&A as a percentage of net sales. The gross margin decline of 50 basis points was driven by higher cost of tariffs, higher commodity costs and unfavorable geographic mix, partially offset by productivity savings. SG&A as a percentage of net sales increased due to an increase in marketing spending, partially offset by a decrease in overhead spending.”see in full comparison
Full comparison: every changed paragraph (134)
Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, changes in global interest rates and rate differentials, currency exchange, or pricing controls and tariffs; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to successfully manage uncertainties related to changing political and geopolitical conditions and potential implications such as exchange rate fluctuations, market contraction, boycotts, variability and unpredictability in trade relations, sanctions, tariffs or other trade controls; (4) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (5) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to various factors, including ones outside of our control, such as natural disasters, conflicts or acts of war or(such as the conflict in the Middle East), terrorism or disease outbreaks; (6) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation, energy, pensions and healthcare; (7) the ability to compete with our local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy, packaging content, supply chain practices, social or environmental practices or similar matters that may arise; (10) the ability to successfully manage the financial, legal, reputational and operational risk associated with third-party relationships, such as our suppliers, contract manufacturers, distributors, contractors and external business partners; (11) the ability to rely on and
partners; (11) the ability to rely on and maintain key company and third-party information and operational technology systems, networks and services and maintain the security and functionality of such systems, networks and services and the data contained therein; (12) the ability to successfully manage the demand, supply and operational challenges, as well as governmental responses or mandates, associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concerns; (13) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits, evolving digital marketing and selling platform requirements and technological advances attained by, and patents granted to, competitors; (14) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company’s overall business strategy and financial objectives, without impacting the delivery of base business objectives; (15) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited; (16) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws, regulations, policies and related interpretations involving product liability, product and packaging composition, manufacturing processes, intellectual property, labor and employment, antitrust, privacy, cybersecurity, data protection and data transfers, artificial intelligence, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; (17) the ability to manage changes in applicable tax laws and regulations; and (18) the ability to continue delivering progress towards our environmental sustainability ambitions. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from those projected herein is included in the section titled "Economic Conditions and Uncertainties" and the section titled "Risk Factors" (Part II, Item 1A) of this Form 10-Q.
•Summary of Results – SixNine Months Ended DecemberMarch 31, 20252026
•Results of Operations – Three and SixNine Months Ended DecemberMarch 31, 20252026
•Segment Results – Three and SixNine Months Ended DecemberMarch 31, 20252026
P&G is a global leader in the fast-moving consumer goods industry, focused on providing branded consumer packaged goods of superior quality and value to our consumers around the world. Our products are sold in about 180 countries and territories, primarily through mass merchandisers, e-commerce (including social commerce) channels, grocery stores, membership club stores, drug stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency stores, pharmacies, electronics stores and professional channels. We also sell direct to individual consumers. We have on-the-ground operations in about 70 countries.
high-frequency stores, pharmacies, electronics stores and professional channels. We also sell direct to individual consumers. We have on-the-ground operations in about 70 countries.
The following table provides the percentage of net sales and net earnings by reportable business segment (excluding Corporate) for the three and sixnine months ended DecemberMarch 31, 20252026:
In the fiscal year ended June 30, 2024, the Company started a limited market portfolio restructuring of its business operations, primarily in certain Enterprise Markets, including Argentina and Nigeria, to address challenging macroeconomic and fiscal conditions. During the period ended September 30, 2024, the Company completed this limited market portfolio restructuring with the substantial liquidation of its operations in Argentina and recorded incremental restructuring charges of approximately $0.8 billion after tax, comprised primarily of non-cash charges for accumulated foreign currency translation losses previously included in Accumulated other comprehensive income/(loss). The total incremental restructuring charges incurred under the program beginning in the three-month period ended December 31, 2023, through the three-month period ended September 30, 2024, were approximately $1.2 billion after tax.
program beginning in the three-month period ended December 31, 2023, through the three-month period ended September 30, 2024, were approximately $1.2 billion after tax.
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 a two-year period. The Company expects to incur over 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 January 2026, the Glad joint venture agreement between the Company and The Clorox Company (Clorox) expired. Under the terms of the agreement, Clorox purchased the Company’s minority interest in the venture at fair market value, for $476 million. This transaction was accounted for as a dissolution of the Glad joint venture business and the Company recorded an after-tax gain of $261 million.
U.S. Tariffs
On February 20, 2026, the U.S. Supreme Court ruled that the tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were invalid. The Company previously paid approximately $200 million in IEEPA tariffs that may be recoverable. The Company has not yet recognized any recovery in its consolidated financial statements.
The Company and The Clorox Company (Clorox) have jointly decided not to renew the Glad joint venture agreement. Under the terms of the agreement, Clorox will purchase the Company’s minority interest in the venture at fair market value as of the agreement termination in January 2026. Subject to market conditions and the parties' negotiations with respect to fair market value, the Company expects to receive cash proceeds of approximately $500 million and record an after-tax gain in the range of $250 to $300 million in the third quarter of the fiscal year ended June 30, 2026.
SUMMARY OF RESULTS – SixNine Months Ended DecemberMarch 31, 20252026
The following are highlights of results for the sixnine months ended DecemberMarch 31, 2025,2026, versus the sixnine months ended DecemberMarch 31, 20242025:
•Net sales were $44.6$65.8 billion, an increase of $975$2.4 million,billion, or 2%,4%, versus the prior year period. Net sales increased mid-singlehigh single digits in Beauty, mid-single digits in Grooming and Health Care, and low single digits in Fabric & Home Care.Care Net sales decreased low single digits inand Baby, Feminine & Family Care. Organic sales, which exclude the impacts of acquisitions and divestitures and foreign exchange, increased 1%2% versus the prior year period. Organic sales increased mid-single digits in Beauty andBeauty, low single digits in Health Care, Grooming and HealthFabric & Home Care and were unchanged in Fabric & Home Care. Organic sales decreased low single digits in Baby, Feminine & Family Care.
•Net earnings were $9.1$13.1 billion, an increase of $466$624 million, or 5%, versus the prior year period due primarily to higher restructuring charges related to the substantial liquidation of operations in certain Enterprise Markets, including ArgentinaArgentina, in the prior year period.
•Diluted EPS increased 7% to $3.73$5.36 due to the increase in net earnings. Core EPS, which excludes the gain from the dissolution of the Glad joint venture business and incremental restructuring charges, increased 2% to $3.87.$5.46.
•Operating cash flow was $10.4$14.4 billion. Adjusted free cash flow, which is defined as operating cash flow less capital expenditures and excluding payments for the transitional tax resulting from the 2017 U.S. Tax Act, was $8.7$11.7 billion. Adjusted free cash flow productivity, which is defined as adjusted free cash flow as a percentage of net earnings,earnings excluding the gain from the dissolution of the Glad joint venture business, was 95%.92%.
Global Economic Conditions. Our products are sold in numerous countries worldwide, with more than half our sales generated outside the United States. Our largest international markets are Greater China, the United Kingdom, Canada, Japan and Germany and collectively comprised approximately 21% of our net sales in fiscal 2025. As a result, we are exposed to global macroeconomic factors, geopolitical tensions and government policies. We are exposed to various risks due to economic, political and social instabilities, market volatility, natural disasters, debt and credit issues, currency controls, new or increased tariffs, foreign exchangeexchange, the availability and cost of materials and interest rate changes. These risks can negatively impact our net sales, net earnings and cash flows. For example, we are exposed to risks due to the conflict in the Middle East and the ongoing war between Russia and Ukraine. Our Russia business accounted for 1% of consolidated net sales, net earnings and net assets as of June 30, 2025.
Foreign Exchange. We have significant exposure to exchange rate fluctuations, both due to translation and transaction exposures. Translation exposures arise from measuring income statements of foreign subsidiaries with functional currencies other than the U.S. dollar. Transaction exposures involve impacts from 1) input costs that are denominated in currencies other than the local reporting currency and 2) revaluation of working capital balances denominated in currencies other than the functional currency. We have experienced significant foreign exchange impacts in the past due to the weakening of certain foreign currencies versus the U.S. dollar, which have negatively impacted net sales, net earnings and cash flows. In response to the devaluation of foreign currencies (including those deemed highly inflationary), any lags or inability (due to government restrictions) to implement price increases or the negative impacts of such actions on product consumption may lead to a decline in our net sales, net earnings and cash flows.
functional currency. We have experienced significant foreign exchange impacts in the past due to the weakening of certain foreign currencies versus the U.S. dollar, which have negatively impacted net sales, net earnings and cash flows. In response to the devaluation of foreign currencies (including those deemed highly inflationary), any lags or inability (due to government restrictions) to implement price increases or the negative impacts of such actions on product consumption may lead to a decline in our net sales, net earnings and cash flows.
RESULTS OF OPERATIONS – Three Months Ended DecemberMarch 31, 20252026
The following discussion provides a review of results for the three months ended DecemberMarch 31, 2025,2026, versus the three months ended DecemberMarch 31, 2024.2025.
Net sales for the quarter increased 1%7% to $22.2$21.2 billion. The increase in net sales was due to favorable foreign exchange of 1%4%, a unit volume increase of 2% and higher pricing of 1%,1%. partiallyMix offsetwas by a decline in unit volume of 1%.unchanged. Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales wereincreased unchanged.3%.
•70 basis points of higher restructuring costs,
•6050 basis points of higher costsrestructuring from tariffs,costs,
•20 basis points of unfavorable foreign exchange impacts and
•1050 basis points of otherhigher itemscosts andfrom rounding.tariffs,
•20 basis points of other items and rounding and
•10 basis points of higher commodity costs.
Total SG&A spending increased 5%7% to $6.0$5.9 billion versus the prior year period due to increased marketing spending and overhead costs. SG&A as a percentage of net sales increased 9010 basis points to 27.1%28.0% due primarily to an increase in marketing spending as a percentage of net salessales, andpartially anoffset increaseby a decrease in overhead costs as a percentage of net sales,sales partially offset byand a decrease in other operating expenses as a percentage of net sales. Marketing spending as a percentage of net sales increased 8020 basis points dueas tothe positive scale impacts of the net sales increase and productivity savings were more than offset by an increase in marketing spending, partially offset by productivity savings.spending. Overhead costs as a percentage of net sales weredecreased increased 4010 basis points asdriven wageby inflationproductivity savings and restructuringthe spendingpositive werescale impacts of the net sales increase, partially offset by productivitywage savings.inflation, adjustments to expected variable compensation payouts and restructuring spending. Other operating expenses as a percentage of net sales decreased 4010 basis points primarily driven by favorable foreign exchange impacts.points. Productivity-driven cost savings delivered 110120 basis points of benefit to SG&A as a percentage of net sales.
Operating income was unchanged at $4.6 billion as the increase in net sales was offset by a decrease in gross margin and an increase in SG&A spending, the components of which are described above. Operating margin decreased 150 basis points to 21.5% versus the prior year period due primarily to the decrease in gross margin and increase in restructuring charges in the current year.
Operating income decreased $375 million, or 7%, to $5.4 billion and operating margin decreased 200 basis points to 24.2% versus the prior year period due to the decrease in gross margin and an increase in SG&A as a percentage of net sales, the components of which are described above.
Interest expense was $220$223 million for the quarter, aan decreaseincrease of $20$6 million versus the prior year period. Interest income was $115$100 million for the quarter, a decrease of $4$11 million versus the prior year period. Other non-operating income/(expense), net was $160$537 million, which is aan decreaseincrease of $64$327 million versus the prior year period.period due primarily to the gain from the dissolution of the Glad joint venture business in the current year.
The effective income tax rate for the three months ended DecemberMarch 31, 2025,2026, was 20.1%,20.8%, compared to 20.3%18.6% for the three months ended DecemberMarch 31, 2024.2025. The decreaseincrease in the effective tax rate was primarily driven by a 100 basis-point increase due to discrete impacts related to uncertain tax positions, partially offset by an increase due to lower excess tax benefits of share-based compensation in the current year.year and unfavorable geographic mix impacts.
Net earnings were $4.3$4.0 billion, aan decreaseincrease of $328$158 million, or 7%,4%, versus the prior year period due primarily to the decreaseincrease in operatingother income,non-operating income/(expense), net, partially offset by the increase in income taxes, the details of which are described above. Foreign exchange had a positive impact of approximately $89$101 million on net earnings for the quarter, including both transactional and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars. Net earnings attributable to Procter & Gamble were $4.3$3.9 billion, aan decreaseincrease of $311$163 million, or 7%,4%, for the quarter. Diluted EPS decreasedincreased 5%6% to $1.78$1.63 versus the prior year period. Core EPS, which represents diluted EPS excluding the gain from the dissolution of the Glad joint venture business and charges for incremental restructuring, increased 3% to $1.59.
RESULTS OF OPERATIONS – SixNine Months Ended DecemberMarch 31, 20252026
The following discussion provides a review of results for the sixnine months ended DecemberMarch 31, 2025,2026, versus the sixnine months ended DecemberMarch 31, 2024.2025.
Net sales for the period increased 2%4% to $44.6$65.8 billion driven by a 2% increase from favorable foreign exchange and a 1% increase from higher pricing and a 1% increase from favorable foreign exchange.pricing. Volume and mix waswere unchanged. Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales increased 1%.2%.
•60 basis points of unfavorable foreign exchange impacts and
•20 basis points of other items and rounding,
•10 basis points of unfavorable foreign exchange impacts and
•10 basis points of higher commodity costs.
•170180 basis points of manufacturing productivity savings,savings and
•50 basis points of increase due to higher pricing andpricing.
•10 basis points of other items and rounding.
Total SG&A spending increased 4%5% to $11.7$17.6 billion versus the prior year period due to increased marketing spending and overhead costs. SG&A as a percentage of net sales increased 30 basis points to 26.1%26.7% due primarily to a 30 basis pointan increase in marketing spending as a percentage of net sales and an increase in overhead costs as a percentage of net sales, partially offset by a decrease in other operating expenses as a percentage of net sales. Marketing spending as a percentage of net sales increased 20 basis points as the positive scale impacts of the net sales increase and productivity savings were more than offset by an increase in marketing spending was partially offset by productivity savings.spending. Overhead costs as a percentage of net sales increased 2010 basis points as wage inflation and restructuring spending were partially offset by productivity savings.savings and the positive scale impacts of the net sales increase. Other operating expenses as a percentage of net sales decreased 10 basis points primarily driven by favorable foreign exchange impacts.points. Productivity-driven cost savings delivered 100 basis points of benefit to SG&A as a percentage of net sales.
Operating income decreased $316$298 million, or 3%,2%, to $11.2$15.8 billion as the increase in net sales was more than offset by a decrease in gross margin and operatingincrease in SG&A spending, the components of which are described above. Operating margin decreased 130140 basis points to 25.2%24.0% versus the prior year period due primarily to incrementalthe decrease in gross margin and increase in restructuring charges in the current year.
Interest expense was $417$641 million for the period, a decrease of $61$54 million versus the prior year period. Interest income was $222$322 million for the period, a decrease of $32$43 million versus the prior year period. Other non-operating income/(expense), net, was $427$964 million, which is an increase of $757$1.1 millionbillion versus the prior year period primarily due to the non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina recorded in the prior year period and the gain from the dissolution of the Glad joint venture business in the current year period.
The effective income tax rate for the sixnine months ended DecemberMarch 31, 2025,2026, was 20.5%,20.6%, compared to 21.3%20.5% for the sixnine months ended DecemberMarch 31, 2024.2025. The decreaseincrease in the effective tax rate was primarily driven by a 100 basis-point increase due to lower excess tax benefits of share-based compensation in the current year, partially offset by the prior year charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina of 140 basis points and discrete impacts related to uncertain tax positions, partially offset by a 120 basis point increase due to lower excess tax benefits of share-based compensation in the current year.Argentina.
Net earnings increased $466$624 million, or 5%, to $9.1$13.1 billion, as the increase in other non-operating income/(expense), net, the components of which are described above, were partially offset by the decrease in operating income. Foreign exchange had a positive impact of approximately $85$185 million on net earnings for the period, including both transactional and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars. Net earnings attributable to Procter & Gamble increased $481$643 million, or 6%,5%, to $9.1$13.0 billion for the period. Diluted EPS increased 7% to $3.73$5.36 versus the prior year period due to the increase in net earnings. Core EPS, which represents diluted EPS excluding the charges for incremental restructuring,restructuring and the gain from the dissolution of the Glad joint venture business, increased 2% to $3.87.$5.46.
SEGMENT RESULTS – Three and Six Months Ended December 31, 2025
The following discussion provides a review of results by reportable business segment. Analysis of the results for the three and six months ended December 31, 2025, is provided based on a comparison to the three and six months ended December 31, 2024. The primary financial measures used to evaluate segment performance are net sales and net earnings. The table below provides supplemental information on net sales, earnings before income taxes and net earnings by reportable business segment for the three and six months ended December 31, 2025, versus the comparable prior year period (dollar amounts in millions):
SEGMENT RESULTS – Three and Nine Months Ended March 31, 2026
The following discussion provides a review of results by reportable business segment. Analysis of the results for the three and nine months ended March 31, 2026, is provided based on a comparison to the three and nine months ended March 31, 2025. The primary financial measures used to evaluate segment performance are net sales and net earnings. The table below provides supplemental information on net sales, earnings before income taxes and net earnings by reportable business segment for the three and nine months ended March 31, 2026, versus the comparable prior year period (dollar amounts in millions):
Beauty net sales increased 5% to $4.0 billion as a 3% increase in unit volume, the positive impacts of pricing of 2% and favorable foreign exchange of 1% were partially offset by unfavorable geographic mix of 1%. Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales increased 4%. Global market share of the Beauty segment decreased 0.3 points.
•Hair Care net sales increased mid-single digits. Positive impacts of an increase in unit volume, higher pricing (primarily in Latin America and Europe) and favorable foreign exchange were partially offset by unfavorable geographic mix. The volume increase was driven by growth in Latin America and Asia Pacific (both due to innovation), partially offset by a decline in North America (due to competitive activity). Organic sales also increased mid-single digits due to mid-teens growth in Latin America, high single-digit growth in Asia Pacific and mid-single-digit growth in Europe, partially offset by a mid-single-digit decline in North America. Global market share of the Hair Care category decreased 0.7 points.
PG insider buying and selling (Form 4)
Form 4 filings since 2026-04-11: 0 open-market purchases and 18 open-market sales (about $7.9M), across 48 filings with stock transactions. Awards, option exercises, tax withholding and gifts are listed but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Schulten Andre |
Open-market sale | 3,914 | $145.34 | $568.9K |
| 2026-10-05 | Gama Paul |
Open-market sale | 2,225 | $145.34 | $323.4K |
| 2026-10-05 | Whaley Susan Street |
Open-market sale | 2,369 | $145.34 | $344.3K |
| 2026-10-01 | Whaley Susan Street |
Grant/award | 6,110 | — | — |
| 2026-10-01 | Schulten Andre |
Grant/award | 6,557 | — | — |
| 2026-10-01 | Gama Paul |
Grant/award | 12,517 | — | — |
| 2026-10-01 | Jejurikar Shailesh |
Grant/award | 16,065 | — | — |
| 2026-10-01 | Aguilar Moses Victor Javier |
Grant/award | 5,732 | — | — |
| 2026-10-01 | Santos De Azevedo Juliana Monteiro |
Grant/award | 3,130 | — | — |
| 2026-09-08 | Portman Robert Jones |
Grant/award | 52 | — | — |
| 2026-09-08 | Mcevoy Ashley |
Grant/award | 207 | — | — |
| 2026-09-08 | Mccarthy Christine M |
Grant/award | 258 | — | — |
| 2026-09-08 | Kempczinski Christopher J |
Grant/award | 250 | — | — |
| 2026-09-08 | Jimenez Joseph |
Grant/award | 327 | — | — |
| 2026-09-08 | Arnold Craig |
Grant/award | 207 | — | — |
| 2026-08-24 | Janzaruk Matthew W. |
Open-market sale | 359 | $145.24 | $52.1K |
| 2026-08-21 | Raman Sundar G. |
Open-market sale | 3,435 | $143.02 | $491.3K |
| 2026-08-20 | Aguilar Moses Victor Javier |
Open-market sale | 3,053 | $143.79 | $439.0K |
| 2026-08-20 | Abd El Hak Hesham |
Open-market sale | 1,936 | $143.79 | $278.4K |
| 2026-08-20 | Santos De Azevedo Juliana Monteiro |
Open-market sale | 2,368 | $143.79 | $340.5K |
| 2026-08-20 | Janzaruk Matthew W. |
Open-market sale | 156 | $143.79 | $22.4K |
| 2026-08-20 | Schulten Andre |
Open-market sale | 5,402 | $143.79 | $776.8K |
| 2026-08-20 | Bharucha Freddy P. |
Open-market sale | 246 | $143.79 | $35.4K |
| 2026-08-20 | Purushothaman Balaji |
Open-market sale | 2,019 | $143.79 | $290.3K |
| 2026-08-20 | Jejurikar Shailesh |
Open-market sale | 6,176 | $143.79 | $888.0K |
| 2026-08-20 | Gama Paul |
Open-market sale | 3,396 | $143.79 | $488.3K |
| 2026-08-20 | Whaley Susan Street |
Open-market sale | 2,238 | $143.79 | $321.8K |
| 2026-08-20 | Pritchard Marc S. |
Open-market sale | 4,030 | $143.79 | $579.5K |
| 2026-08-19 | Aguilar Moses Victor Javier |
Open-market sale | 3,053 | $143.79 | $439.0K |
| 2026-08-19 | Santos De Azevedo Juliana Monteiro |
Grant/award | 6,497 | — | — |
| 2026-08-19 | Schulten Andre |
Grant/award | 14,460 | — | — |
| 2026-08-19 | Raman Sundar G. |
Grant/award | 9,285 | — | — |
| 2026-08-19 | Purushothaman Balaji |
Grant/award | 4,787 | — | — |
| 2026-08-19 | Jejurikar Shailesh |
Grant/award | 16,195 | — | — |
| 2026-08-19 | Bharucha Freddy P. |
Grant/award | 837 | — | — |
| 2026-08-19 | Aguilar Moses Victor Javier |
Grant/award | 6,839 | — | — |
| 2026-08-19 | Abd El Hak Hesham |
Grant/award | 5,129 | — | — |
| 2026-08-19 | Janzaruk Matthew W. |
Grant/award | 515 | — | — |
| 2026-08-19 | Gama Paul |
Grant/award | 7,727 | — | — |
| 2026-08-19 | Pritchard Marc S. |
Grant/award | 7,857 | — | — |
| 2026-08-19 | Whaley Susan Street |
Grant/award | 7,371 | — | — |
| 2026-08-18 | Whaley Susan Street |
Open-market sale | 8,644 | $144.00 | $1.2M |
| 2026-08-06 | Janzaruk Matthew W. |
Grant/award | 278 | — | — |
| 2026-06-09 | Portman Robert Jones |
Grant/award | 51 | — | — |
| 2026-06-09 | Mcevoy Ashley |
Grant/award | 202 | — | — |
| 2026-06-09 | Mccarthy Christine M |
Grant/award | 253 | — | — |
| 2026-06-09 | Kempczinski Christopher J |
Grant/award | 258 | — | — |
| 2026-06-09 | Jimenez Joseph |
Grant/award | 320 | — | — |
| 2026-06-09 | Arnold Craig |
Grant/award | 202 | — | — |
Well-known investors holding PG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 4,322,996 | $633.9M | 0.97% | Added 106% |
| Fundsmith (Terry Smith) | 2026-06-30 | 4,078,371 | $598.1M | 4.38% | Reduced 3% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 2,905,793 | $426.1M | 0.24% | Added 324% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 2,173,696 | $315.2M | 0.11% | Reduced 46% |
| Yacktman Asset Management | 2026-06-30 | 1,963,488 | $287.9M | 3.56% | Added 2% |
| Millennium Management (Israel Englander) | 2026-06-30 | 1,482,738 | $217.4M | 0.15% | Added 43% |
| Baillie Gifford | 2026-06-30 | 819,509 | $120.2M | 0.11% | Reduced 5% |
| D. E. Shaw & Co. | 2026-06-30 | 754,755 | $110.7M | 0.07% | Reduced 69% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 232,244 | $34.1M | 0.08% | Added 38% |
| Bridgewater Associates | 2026-06-30 | 137,724 | $20.2M | 0.08% | Reduced 13% |
| Two Sigma Investments | 2026-06-30 | 119,597 | $17.5M | 0.01% | Added 169% |
| Dodge & Cox | 2026-06-30 | 90,706 | $13.3M | 0.01% | No change |
| Gardner Russo & Quinn (Tom Russo) | 2026-06-30 | 6,554 | $961.1K | 0.01% | Reduced 29% |
| Harris Associates (Oakmark Funds) | 2026-06-30 | 1,494 | $219.1K | 0.0% | No change |