Sentences and paragraphs of PG's Risk Factors and MD&A, 10-K 2026-08-04 against 10-K 2025-08-04.
Each links to the text at sec.gov.
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RewordedRisk Factors
Continued concentration among our retail customers could create significant cost and margin pressure on our business, and our business performance could suffer if If we cannot reach agreement with a key customer on trade terms and principles. principles, our business performance could suffer.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
As The implementation of the Pillar Two global minimum top-up tax and other tax laws and related regulations are revised, enacted and implemented, did not have a material impact to our financial condition, results of operations, cash flows or effective tax rate may occur. for the fiscal year ended 2026.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
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, hacking credential stuffing, automated vulnerability discovery, data encryption or exfiltration, deep fakes, hacking, supply chain software compromise and other cyber-attacks.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
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 in an environment of changing customer practices driven by digital tools and investment in media platforms.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
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 measures measures, quickly evaluating the full impact of an attack or fully containing and mitigating harms after such an attack, including acquired and divested businesses. attack.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
Further, failure Failure 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.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
More broadly, there could be additional negative impacts to our net sales, earnings and cash flows should the situation worsen, these situations 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 war conflicts relative to the rest of Europe. other markets.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-08-04 at sec.gov ↗
Quiet changesRisk Factors
We are a global company, with operations in about 70 approximately 65 countries and products sold in about 180 countries and territories around the world.
Read it in 10-K 2026-08-04 at sec.gov ↗
Quiet changesRisk Factors
Further, the The 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.
Read it in 10-K 2026-08-04 at sec.gov ↗
Quiet changesRisk Factors
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.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
•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.
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
•30 basis points of net tariff impact from higher costs and recognized recoveries,
Read it in 10-K 2026-08-04 at sec.gov ↗
AddedMD&A
As previously disclosed, we recorded a non-cash impairment charge related to the Gillette indefinite-lived intangible asset during the fiscal year ended June 30, 2024. For additional information regarding the impairment charge and related accounting, see Note 4 to the Consolidated Financial Statements.
Read it in 10-K 2026-08-04 at sec.gov ↗
RemovedMD&A
(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.
Read it in 10-K 2025-08-04 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-08-04 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-08-04 at sec.gov ↗
RemovedMD&A
•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.
Read it in 10-K 2025-08-04 at sec.gov ↗
RemovedMD&A
•Other operating expenses as a percentage of net sales decreased 30 basis points driven by favorable foreign exchange impacts.
Read it in 10-K 2025-08-04 at sec.gov ↗
RemovedMD&A
(1)Represents the U.S. federal tax liability associated with the repatriation provisions of the 2017 U.S. Tax Act.
Read it in 10-K 2025-08-04 at sec.gov ↗
RemovedMD&A
•Intangible asset impairment: As discussed in Note 4 to the Consolidated Financial Statements, in the fiscal year ended June 30, 2024, the Company recognized a non-cash, after-tax impairment charge of $1.0 billion ($1.3 billion before
Read it in 10-K 2025-08-04 at sec.gov ↗
RemovedMD&A
tax) to adjust the carrying value of the Gillette intangible asset acquired as part of the Company's 2005 acquisition of The Gillette Company.
Read it in 10-K 2025-08-04 at sec.gov ↗
RewordedMD&A
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES Reconciliation of Non-GAAP Measures Fiscal Year Ended June 30, 2025 2026 Amounts in millions except per share amounts As Reported (GAAP) Incremental Restructuring Glad Joint Venture Agreement Core (Non-GAAP) Cost of products sold $ 41,164 43,362 $ 20 (436) $ 41,184 — $ 42,927 Selling, general and administrative expense 22,669 (25) 22,643 23,922 (313) — 23,608 Operating income 20,451 5 20,456 Non-operating income, 19,748 749 — 20,497 Other non-operating income/(expense), net 154 789 943 1,076 161 (343) 894 Income taxes 4,102 (7) 4,094 4,233 6 (81) 4,158 Net earnings attributable to P&G 15,974 801 16,775 Core EPS Diluted net earnings per common share (1) $ 6.51 $ 0.33 $ 6.83 (1)Diluted net earnings per common share are calculated on Net earnings attributable to Procter & Gamble. 16,144 904 (261) 16,786 Less:
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2025.($ 2026.($ millions) Total Less Than 1 Year 1-3 Years 3-5 Years After 5 Years RECORDED LIABILITIES Total debt $ 34,852 34,490 $ 9,553 11,357 $ 6,801 4,173 $ 6,150 6,306 $ 12,348 12,654 Leases 1,079 255 386 240 1,028 246 376 208 198 2017 U.S. OTHER Interest payments relating to long-term debt 6,102 884 1,365 1,075 2,777 Minimum pension funding (1) 573 186 387 — — Purchase obligations (2) 3,651 1,155 1,366 636 494 TOTAL CONTRACTUAL COMMITMENTS $ 45,843 $ 13,828 $ 7,667 $ 8,225 $ 16,123
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES Reconciliation of Non-GAAP Measures Fiscal Year Ended June 30, 2024 2025 Amounts in millions except per share amounts As Reported (GAAP) Incremental Restructuring Intangible Impairment Core (Non-GAAP) Cost of products sold $ 40,848 41,164 $ (70) 20 $ — $ 40,778 41,184 Selling, general and administrative expense 23,305 (33) — 23,273 22,669 (25) 22,643 Operating income 18,545 103 1,341 19,988 Non-operating income, 20,451 5 20,456 Other non-operating income/(expense), net 668 248 — 916 154 789 943 Income taxes 3,787 (25) 315 4,077 4,102 (7) 4,094 Net earnings attributable to P&G 14,879 376 1,026 16,281 15,974 801 16,775 Core EPS Diluted net earnings per common share (1) $ 6.02 6.51 $ 0.15 0.33 $ 0.42 $ 6.59 6.83 (1)Diluted net earnings per common share are calculated on Net earnings attributable to Procter & Gamble.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
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.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
The following tables provide a numerical reconciliation of net sales growth to organic sales growth:Fiscal year ended June 30, 2025 2026 Net Sales Growth Foreign Exchange Impact Acquisition & Divestiture Organic Sales Growth Impact/Other (1) Beauty 7% (2)% —% 5% Grooming 4% (3)% —% 1% 2% 1% Grooming —% 2% —% 2% Health Care 2% 4% (3)% —% 1% —% 3% Fabric & Home Care 2% (1)% —% 1% 1% 2% Baby, Feminine & Family Care 1% (2)% —% (1)% TOTAL COMPANY 3% (2)% —% 1% —% 1% TOTAL COMPANY —% 1% 1% 2%
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
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.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
(1)Adjustments to Net Earnings relate to a the gain from the dissolution of the Glad joint venture business in fiscal 2026 and the non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina in fiscal 2025 and certain Enterprise Markets, including Nigeria, in fiscal 2024, and the after-tax Gillette intangible asset impairment charge in fiscal 2024. 2025.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
Earnings before income taxes increased $1.4 billion, $210 million, or 7%, 1%, to $20.2 $20.4 billion as the increase in operating income, other non-operating income/(expense), net, the components of which are discussed described above, were partially offset by the non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations decrease in Argentina. operating income.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings excluding the gain from the dissolution of the Glad joint venture business in fiscal 2026 and the non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in certain Enterprise Markets, including Nigeria and Argentina, and the Gillette intangible asset impairment charge. Argentina in fiscal 2025.
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
Prior Year Net sales $ 87,032 $ 84,284 $ 84,039 —% 3% Operating income 19,748 20,451 18,545 10% (3)% Net earnings 16,144 16,065 14,974 7% —% Net earnings attributable to Procter & Gamble 16,046 15,974 14,879 7% —% Diluted net earnings per common share 6.62 6.51 6.02 8% 2% Core earnings per share 6.89 6.83 6.59 4% 1% Cash flow from operating activities 19,556 17,817 19,846 (10)% 10%
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
The unit volume increase was due driven by increases in Greater China (due to growth innovation) and IMEA (due to market growth), partially offset by a decrease in North America (due to innovation) and Europe (due to market growth). competitive activity).
Read it in 10-K 2026-08-04 at sec.gov ↗
RewordedMD&A
The unit Unit volume was unchanged as the volume increase was due to growth in North America (due to innovation) and Latin America (due to market growth) was offset by the volume decrease in Europe (due to market growth). competitive activity).
Read it in 10-K 2026-08-04 at sec.gov ↗
Quiet changesMD&A
We have on-the-ground operations in about 70 approximately 65 countries.
Read it in 10-K 2026-08-04 at sec.gov ↗
Quiet changesMD&A
The restructuring activities will be are being executed across the Sector Business Units as well as the Enterprise Markets, Corporate Functions and Global Business Services.
Read it in 10-K 2026-08-04 at sec.gov ↗