8-K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 23, 2024

THE PROCTER & GAMBLE COMPANY

  (Exact Name of Registrant as Specified in Its 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, including 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:

☐
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications 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	NYSE
0.500% Notes due 2024	PG24A	NYSE
0.625% Notes due 2024	PG24B	NYSE
1.375% Notes due 2025	PG25	NYSE
0.110% Notes due 2026	PG26D	NYSE
3.25% EUR Notes due 2026	PG26E	NYSE
4.875% EUR notes due May 2027	PG27A	NYSE
1.200% Notes due 2028	PG28	NYSE
1.250% Notes due 2029	PG29B	NYSE
1.800% Notes due 2029	PG29A	NYSE
6.250% GBP notes due January 2030	PG30	NYSE
0.350% Notes due 2030	PG30C	NYSE
0.230% Notes due 2031	PG31A	NYSE
3.25% EUR Notes due 2031	PG31B	NYSE
5.250% GBP notes due January 2033	PG33	NYSE
1.875% Notes due 2038	PG38	NYSE
0.900% Notes due 2041	PG41	NYSE

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 tramsition 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 23, 2024, 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 23, 2024
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 23, 2024

INDEX TO EXHIBIT(S)

Exhibit Number	Description
99.1	Informational Slides Provided by The Procter & Gamble Company dated January 23, 2024

EX-99.1 CHARTER

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

The following provides definitions of the non-GAAP measures used in Procter & Gamble's January 23^rd, 2024 earnings call, associated slides and other materials and the reconciliation to the most closely related GAAP measure. We believe that these non-GAAP 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 and Adjusted free cash flow productivity — page 4

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

• Incremental restructuring: The Company has historically had an ongoing level of restructuring activities of approximately $250 - $500 million before tax. On December 5, 2023, the Company announced a limited market portfolio restructuring of its business operations, primarily in certain Enterprise Markets, including Argentina and Nigeria. The adjustment to Core earnings includes the restructuring charges that exceed the normal, recurring level of restructuring charges.

• Intangible asset impairment: The Company recognized in the three months ended December 31, 2023, a non-cash, after-tax impairment charge of $1.0 billion ($1.3 billion before tax) to adjust the carrying value of the Gillette intangible asset acquired as part of the Company's 2005 acquisition of The Gillette Company.

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

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. We believe this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis. This measure is also used in assessing the achievement of management goals for 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 common share from continuing operations excluding items that are not judged by management to be part of the Company’s sustainable results or trends. Management views this non-GAAP measure as a useful supplemental measure of Company performance over time. This measure is also used in assessing the achievement of management goals for at-risk compensation. Currency-neutral Core EPS is a measure of the Company's Core EPS excluding the incremental current year impact of foreign exchange. For the period covered in the following reconciliation tables, there are no reconciling items for Core EPS.

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 adjusted as indicated. Management views adjusted free cash flow productivity as a useful measure to help investors understand P&G’s ability to generate cash. This measure is used by management in making operating decisions, allocating financial resources and for budget planning purposes.

1.Organic sales growth:

Three Months EndedDecember 31, 2023	Net Sales Growth	Foreign Exchange Impact	Acquisition &Divestiture Impact/Other*	Organic Sales Growth
Beauty	1%	1%	(1)%	1%
Grooming	6%	3%	—%	9%
Health Care	4%	(2)%	—%	2%
Fabric Care & Home Care	5%	—%	1%	6%
Baby, Feminine & Family Care	2%	1%	—%	3%
Total Company	3%	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 Growth

Prior Quarters

Total Company	Net Sales Growth	Foreign Exchange Impact	Acquisition/ Divestiture Impact/Other*	Organic Sales Growth
Q1 FY 2019	—%	3%	1%	4%
Q2 FY 2019	—%	4%	—%	4%
Q3 FY 2019	1%	5%	(1)%	5%
Q4 FY 2019	4%	4%	(1)%	7%
Q1 FY 2020	7%	2%	(2)%	7%
Q2 FY 2020	5%	1%	(1)%	5%
Q3 FY 2020	5%	2%	(1)%	6%
Q4 FY 2020	4%	3%	(1)%	6%
Q1 FY 2021	9%	1%	(1)%	9%
Q2 FY 2021	8%	—%	—%	8%
Q3 FY 2021	5%	(1)%	—%	4%
Q4 FY 2021	7%	(3)%	—%	4%
Q1 FY 2022	5%	(1)%	—%	4%
Q2 FY 2022	6%	—%	—%	6%
Q3 FY 2022	7%	3%	—%	10%
Q4 FY 2022	3%	4%	—%	7%
Q1 FY 2023	1%	6%	—%	7%
Q2 FY 2023	(1)%	6%	—%	5%
Q3 FY 2023	4%	4%	(1)%	7%
Q4 FY 2023	5%	4%	(1)%	8%
Q1 FY 2024	6%	1%	—%	7%

* 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 Growth

Guidance

Total Company	Net Sales Growth	Combined Foreign Exchange & Acquisition/Divestiture Impact/Other*	Organic Sales Growth
FY 2024 (Estimate)	+2% to +4%	+1% to +2%	+4% to +5%

* Combined Foreign Exchange & Acquisition/Divestiture Impact/Other includes foreign exchange impacts, 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 Ended December 31
	2023	2022
Diluted EPS	$1.40	$1.59
Incremental restructuring	0.02	—
Intangible asset impairment	0.42	—
Core EPS	$1.84	$1.59
Percentage change vs. prior period Core EPS	16%
Currency impact to earnings	0.3
Currency-Neutral Core EPS	$1.87
Percentage change vs. prior period Core EPS	18%

Core EPS and Currency-Neutral Core EPS

Prior Quarters

	Q1 FY23	Q1 FY22	Q2 FY23	Q2 FY22	Q3 FY23	Q3 FY22	Q4 FY23	Q4 FY22	Q1 FY24	Q1 FY23
Diluted EPS	$1.57	$1.61	$1.59	$1.66	$1.37	$1.33	$1.37	$1.21	$1.83	$1.57
Adjustments	—	—	—	—	—	—	—	—	—	—
Core EPS	$1.57	$1.61	$1.59	$1.66	$1.37	$1.33	$1.37	$1.21	$1.83	$1.57
Percentage change vs. prior period Core EPS	(2)%		(4)%		3%		13%		17%
Currency Impact to Earnings	0.16		0.16		0.13		0.11		0.07
Currency-Neutral Core EPS	$1.73		$1.75		$1.50		$1.48		$1.90
Percentage change vs. prior period Core EPS	7%		5%		13%		22%		21%

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

Core EPS Growth and Currency-Neutral Core EPS Growth

Guidance

Total Company	Diluted EPS Growth	Impact of Incremental Non-Core Items	Core EPS Growth	FX Impact	Currency-Neutral Core EPS Growth
FY 2024 (Estimate)	(1)% to in-line	+9%	+8% to +9%	+7%	15% to +16%

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

	Three Months Ended December 31
	2023	2022
Gross Margin	52.7%	47.5%
Incremental restructuring	0.1%	—
Core Gross Margin	52.7%	47.5%
Basis point change vs. prior year Core gross margin	520
Currency Impact to Margin	0.6%
Currency-Neutral Core Gross Margin	53.4%
Basis point change vs prior year Core gross margin	590

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

	Three Months Ended December 31
	2023	2022
Operating Margin	20.7%	23.0%
Incremental restructuring	0.1%	—
Intangible asset impairment charge	6.3%	—
Core Operating Margin	27.0%	23.0%
Basis point change vs. prior year Core operating margin	400
Currency Impact to Margin	0.7%
Currency-Neutral Core Operating Margin	27.7%
Basis point change vs. prior year Core operating margin	470

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

Three Months Ended December 31, 2023
Operating Cash Flow	Capital Spending	Adjusted Free Cash Flow	Net Earnings	Adjustments to Net Earnings*	Net Earnings as Adjusted	Adjusted Free Cash Flow Productivity
$5,101	$(817)	$4,283	$3,493	$1,026	$4,519	95%

* Adjustments to Net Earnings relate to the Gillette intangible asset impairment charge recognized in the three months ended December 31, 2023.

XML

Document and Entity Information	Jan. 23, 2024
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2024
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
0.500% Notes due 2024 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.500% Notes due 2024
Trading Symbol	PG24A
Security Exchange Name	NYSE
0.625% Notes due 2024 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.625% Notes due 2024
Trading Symbol	PG24B
Security Exchange Name	NYSE
1.375% Notes due 2025 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.375% Notes due 2025
Trading Symbol	PG25
Security Exchange Name	NYSE
0.110% Notes due 2026 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.110% Notes due 2026
Trading Symbol	PG26D
Security Exchange Name	NYSE
3.25% EUR Notes due 2026 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	3.25% EUR Notes due 2026
Trading Symbol	PG26E
Security Exchange Name	NYSE
4.875% EUR notes due May 2027 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	4.875% EUR notes due May 2027
Trading Symbol	PG27A
Security Exchange Name	NYSE
1.200% Notes due 2028 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.200% Notes due 2028
Trading Symbol	PG28
Security Exchange Name	NYSE
1.250% Notes due 2029 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.250% Notes due 2029
Trading Symbol	PG29B
Security Exchange Name	NYSE
1.800% Notes due 2029 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.800% Notes due 2029
Trading Symbol	PG29A
Security Exchange Name	NYSE
6.250% GBP notes due January 2030 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6.250% GBP notes due January 2030
Trading Symbol	PG30
Security Exchange Name	NYSE
0.350% Notes due 2030 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.350% Notes due 2030
Trading Symbol	PG30C
Security Exchange Name	NYSE
0.230% Notes due 2031 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.230% Notes due 2031
Trading Symbol	PG31A
Security Exchange Name	NYSE
3.25% EUR Notes due 2031 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	3.25% EUR Notes due 2031
Trading Symbol	PG31B
Security Exchange Name	NYSE
5.250% GBP notes due January 2033 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	5.250% GBP notes due January 2033
Trading Symbol	PG33
Security Exchange Name	NYSE
1.875% Notes due 2038 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	1.875% Notes due 2038
Trading Symbol	PG38
Security Exchange Name	NYSE
0.900% Notes due 2041 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	0.900% Notes due 2041
Trading Symbol	PG41
Security Exchange Name	NYSE