8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION  

WASHINGTON, DC 20549

 FORM 8-K

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the  

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 19, 2023

THE PROCTER & GAMBLE COMPANY

 (Exact Name of Registrant as Specified in Charter)   

Ohio	001-00434	31-0411980
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Procter & Gamble Plaza, Cincinnati, Ohio 45202

 (Address of Principal Executive Offices, and Zip Code)  

  
513-983-1100

Registrant’s Telephone Number, Including Area Code  

   (Former Name or Former Address, if Changed Since Last Report)   

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock without Par Value	PG	New York Stock Exchange

1.125% Notes due 2023	PG23A	New York Stock Exchange
0.500% Notes due 2024	PG24A	New York Stock Exchange
0.625% Notes due 2024	PG24B	New York Stock Exchange
1.375% Notes due 2025	PG25	New York Stock Exchange
0.110% Notes due 2026	PG26D	New York Stock Exchange
4.875% EUR notes due May 2027	PG27A	New York Stock Exchange
1.200% Notes due 2028	PG28	New York Stock Exchange
1.250% Notes due 2029	PG29B	New York Stock Exchange
1.800% Notes due 2029	PG29A	New York Stock Exchange
6.250% GBP notes due January 2030	PG30	New York Stock Exchange
0.350% Notes due 2030	PG30C	New York Stock Exchange
0.230% Notes due 2031	PG31A	New York Stock Exchange
5.250% GBP notes due January 2033	PG33	New York Stock Exchange
1.875% Notes due 2038	PG38	New York Stock Exchange
0.900% Notes due 2041	PG41	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

 ITEM 7.01    REGULATION FD DISCLOSURE

On January 19, 2023, The Procter & Gamble Company (the "Company") issued a press release announcing its second quarter results and hosted a conference call related to those results. The Company is furnishing on Form 8-K a series of slides referenced in the conference call, which are also posted on the Company's website.

This 8-K is being furnished pursuant to Item 7.01, "Regulation FD Disclosure."

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description
99.1	Informational Slides Provided by The Procter & Gamble Company dated January 19, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

THE PROCTER & GAMBLE COMPANY

BY:  /s/ Sandra T. Lane                    

                Sandra T. Lane

              Assistant Secretary

              January 19, 2023

INDEX TO EXHIBIT(S)

Exhibit Number	Description
99.1	Informational Slides Provided by The Procter & Gamble Company dated January 19, 2023.

EX-99.1 CHARTER

The Procter & Gamble Company Regulation G Reconciliation of Non-GAAP Measures

In accordance with the SEC's Regulation G, the following provides definitions of non-GAAP measures used in Procter & Gamble's January 19, 2023, earnings call, associated slides, and other materials and the reconciliation to the most closely related GAAP measure. We believe that these measures provide useful perspective on underlying business trends (i.e., trends excluding non-recurring or unusual items) and results and provide a supplemental measure of year-on-year results.

The non-GAAP measures described below are used by Management in making operating decisions, allocating financial resources and for business strategy purposes. These measures may be useful to investors as they provide supplemental information about business performance and provide investors a view of our business results through the eyes of Management. Certain of these measures are also used to evaluate senior management and are a factor in determining their at-risk compensation.

These non-GAAP measures are not intended to be considered by the user in place of the related GAAP measure, but rather as supplemental information to our business results. These non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted.

The Company is not able to reconcile its forward-looking non-GAAP cash flow and effective tax rate measures because the Company cannot predict the timing and amounts of discrete items such as acquisition and divestitures, which could significantly impact GAAP results.

The following measures are provided:

1. Organic sales growth — page 2

2. Core EPS and currency-neutral Core EPS — page 3

3. Core gross margin and currency-neutral Core gross margin — page 3

4. Core operating margin and currency-neutral Core operating margin — page 4

5. Adjusted free cash flow — page 4

6. Adjusted free cash flow productivity — page 4

Organic sales growth: Organic sales growth is a non-GAAP measure of sales growth excluding the impacts of acquisitions and divestitures and foreign exchange from year-over-year comparisons. Management believes this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis.

The Core earnings measures included in the following reconciliation tables refer to the equivalent GAAP measures adjusted as applicable for the following:

• Early debt extinguishment charge:  In the three months ended December 31, 2020, the company recorded after tax charges of $427 million ($512 million before tax), due to early extinguishment of certain long-term debt.  These charges represent the difference between the reacquisition price and the par value of the debt extinguished.

We do not view the above item to be part of our sustainable results, and its exclusion from core earnings measures provides a more comparable measure of year-on-year results. This item is also excluded when evaluating senior management in determining their at-risk compensation.

Core EPS and currency-neutral Core EPS: Core earnings per share, or Core EPS, is a measure of the Company's diluted net earnings per share from continuing operations adjusted as indicated. Currency-neutral Core EPS is a measure of the Company's Core EPS excluding the incremental current year impact of foreign exchange.

Core gross margin and currency-neutral Core gross margin: Core gross margin is a measure of the Company's gross margin adjusted for items as indicated. Currency-neutral Core gross margin is a measure of the Company's Core gross margin excluding the incremental current year impact of foreign exchange.

Core operating margin and currency-neutral Core operating margin: Core operating margin is a measure of the Company's operating margin adjusted for items as indicated. Currency-neutral Core operating margin is a measure of the Company’s Core operating margin excluding the incremental current year impact of foreign exchange.

Adjusted free cash flow: Adjusted free cash flow is defined as operating cash flow less capital spending. Adjusted free cash flow represents the cash that the Company is able to generate after taking into account planned maintenance and asset expansion. Management views adjusted free cash flow as an important measure because it is one factor used in determining the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investment.

Adjusted free cash flow productivity: Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings. Management views adjusted free cash flow productivity as useful measures to help investors understand P&G’s ability to generate cash. These measures are used by management in making operating decisions, allocating financial resources and for budget planning purposes.

1.Organic sales growth:

Three Months EndedDecember 31, 2022	Net Sales Growth	Foreign Exchange Impact	Acquisition &Divestiture Impact/Other*	Organic Sales Growth
Beauty	(3)%	8%	(2)%	3%
Grooming	(9)%	9%	—%	—%
Health Care	2%	6%	—%	8%
Fabric Care & Home Care	1%	7%	—%	8%
Baby, Feminine & Family Care	(1)%	5%	—%	4%
Total P&G	(1)%	6%	—%	5%

* Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales.

Organic Sales

Prior Quarters

Total Company	Net Sales Growth	Foreign Exchange Impact	Acquisition/ Divestiture Impact/Other*	Organic Sales Growth
Q1 FY 2023	1%	6%	—%	7%
Q4 FY 2022	3%	4%	—%	7%
Q3 FY 2022	7%	3%	—%	10%
Q2 FY 2022	6%	—%	—%	6%
Q1 FY 2022	5%	(1)%	—%	4%

* Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales.

Organic Sales

Guidance

Total Company	Net Sales Growth	Combined Foreign Exchange & Acquisition/Divestiture Impact/Other*	Organic Sales Growth
FY 2023 (Estimate)	(1)% to 0%	5%	4% to 5%

* Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales.

2.Core EPS and currency-neutral Core EPS:

	Three Months EndedDecember 31
	2022	2021
Diluted Net Earnings Per Share	$1.59	$1.66
Percentage change vs. prior period	(4)%
Adjustments*	—	—
Core EPS	$1.59	$1.66
Percentage change vs. prior period Core EPS	(4)%
Currency Impact to Earnings	0.16
Currency-Neutral Core EPS	$1.75
Percentage change vs. prior period Core EPS	5%

* For the three months ended December 31, 2022, compared with the three months ended December 31, 2021, there are no adjustments to or reconciling items for diluted net earnings per share.

Core EPS and Currency-Neutral Core EPS

Prior Quarters

	Q1 FY 2022	Q1 FY 2021	Q2 FY 2022	Q2 FY 2021	Q3 FY 2022	Q3 FY 2021	Q4 FY 2022	Q4 FY 2021	Q1 FY 2023	Q1 FY 2022
Diluted Net Earnings Per Share	$1.61	$1.63	$1.66	$1.47	$1.33	$1.26	$1.21	$1.13	$1.57	$1.61
Early Debt Extinguishment				0.16
Rounding				0.01
Core EPS	$1.61	$1.63	$1.66	$1.64	$1.33	$1.26	$1.21	$1.13	$1.57	$1.61
Percentage change vs. prior period	(1)%		1%		6%		7%		(2)%
Currency Impact to Earnings	(0.03)		0.02		0.05		0.08		0.16
Currency-Neutral Core EPS	$1.58		$1.68		$1.38		$1.29		$1.73
Percentage change vs. prior period Core EPS	(3)%		2%		10%		14%		7%

Note – All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction

3. Core gross margin and currency-neutral Core gross margin:

	Three Months EndedDecember 31
	2022	2021
Gross Margin	47.5%	49.1%
Basis point change vs. prior year gross margin	(160)
Adjustments*	—	—
Core Gross Margin	47.5%	49.1%
Basis point change vs. prior year Core gross margin	(160)
Currency Impact to Margin	0.6%
Currency-Neutral Core Gross Margin	48.1%
Basis point change vs prior year Core gross margin	(100)

* For the three months ended December 31, 2022, compared with the three months ended December 31, 2021, there were no adjustments to or reconciling items for gross margin.

4. Core operating margin and currency-neutral Core operating margin:

	Three Months EndedDecember 31
	2022	2021
Operating Margin	23.0%	24.7%
Basis point change vs. prior year operating margin	(170)
Adjustments*	—
Core Operating Margin	23.0%	24.7%
Basis point change vs. prior year Core operating margin	(170)
Currency Impact Margin	1.0%
Currency-Neutral Core Operating Margin	24.0%
Basis point change vs. prior year Core operating margin	(70)

* For the three months ended December 31, 2022, compared with the three months ended December 31, 2021, there were no adjustments to or reconciling items for operating margin.

5. Adjusted free cash flow (dollar amounts in millions):

Three Months Ended December 31, 2022
Operating Cash Flow	Capital Spending	Adjusted Free Cash Flow
$3,574	$(708)	$2,866

6. Adjusted free cash flow productivity (dollar amounts in millions):

Three Months Ended December 31, 2022
Adjusted Free Cash Flow	Net Earnings	Adjusted Free Cash Flow
$2,866	$3,959	72%

XML

Document and Entity Information	Jan. 19, 2023
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 19, 2023
Entity File Number	001-00434
Entity Registrant Name	THE PROCTER & GAMBLE COMPANY
Entity Central Index Key	0000080424
Entity Incorporation, State or Country Code	OH
Entity Tax Identification Number	31-0411980
Entity Address, Address Line One	One Procter & Gamble Plaza
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	513
Local Phone Number	983-1100
Title of 12(b) Security	Common Stock without Par Value
Trading Symbol	PG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
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Entity Listings [Line Items]
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0.625% Notes due 2024 [Member]
Entity Listings [Line Items]
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1.250% Notes due 2029 [Member]
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