8-K
PROCTER & GAMBLE Co (PG)
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): April 21, 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 | NYSE |
| 1.125% Notes due 2023 | PG23A | 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 |
| 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 |
| 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<br> 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<br> accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
ITEM 7.01 REGULATION FD DISCLOSURE
On April 21, 2023, The Procter & Gamble Company (the "Company") issued a press release announcing its third 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<br> EXHIBITS |
|---|
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Informational Slides Provided by The Procter & Gamble Company dated April 21, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| SIGNATURE<br><br> <br><br><br> <br>Pursuant to the requirements of the Securities Exchange Act of 1934,<br> 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
April 21, 2023
INDEX TO EXHIBIT(S)
| Exhibit Number | Description |
|---|---|
| 99.1 | Informational Slides Provided by The Procter & Gamble Company dated April 21, 2023. |
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 April 21, 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 4 |
| --- | --- |
| 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<br> 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.
- Organic sales growth:
| Three Months Ended<br><br> March 31, 2023 | Net Sales Growth | Foreign Exchange Impact | Acquisition &<br><br> Divestiture Impact/Other* | Organic Sales Growth |
|---|---|---|---|---|
| Beauty | 3% | 5% | (1)% | 7% |
| Grooming | 1% | 6% | —% | 7% |
| Health Care | 6% | 3% | —% | 9% |
| Fabric Care & Home Care | 5% | 4% | —% | 9% |
| Baby, Feminine & Family Care | 3% | 3% | —% | 6% |
| Total P&G | 4% | 4% | (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
Prior Quarters
| Total Company | Net Sales Growth | Foreign Exchange Impact | Acquisition/ Divestiture Impact/Other* | Organic Sales Growth |
|---|---|---|---|---|
| Q2 FY 2023 | (1)% | 6% | —% | 5% |
| 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
Prior Fiscal Years
| Total Company | Net Sales Growth | Foreign Exchange Impact | Acquisition/ Divestiture Impact/Other* | Organic Sales Growth |
|---|---|---|---|---|
| FY 2022 | 5% | 2% | —% | 7% |
| FY 2021 | 7% | (1)% | —% | 6% |
| FY 2020 | 5% | 2% | (1)% | 6% |
| FY 2019 | 1% | 4% | —% | 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
Guidance
| Total Company | Net Sales Growth | Combined Foreign Exchange &<br><br> <br>Acquisition/Divestiture Impact/Other* | Organic Sales Growth |
|---|---|---|---|
| FY 2023 (Estimate) | ~ +1% | 5% | ~ +6% |
* 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.
- Core EPS and currency-neutral Core EPS:
| Three Months Ended<br> March 31 | |
|---|---|
| 2023 | |
| Diluted Net EPS | 1.37 |
| Percentage change vs. prior period | 3% |
| Adjustments* | — |
| Core EPS | 1.37 |
| Percentage change vs. prior period Core EPS | 3% |
| Currency Impact to Earnings | 0.13 |
| Currency-Neutral Core EPS | 1.50 |
| Percentage change vs. prior period Core EPS | 13% |
All values are in US Dollars.
* For the three months ended March 31, 2023, compared with the three months ended March 31, 2022, there were no adjustments to or reconciling items for operating margin.
Core EPS and Currency-Neutral Core EPS
Prior Quarters
| Q1<br> FY 2022 | Q2<br> FY 2022 | Q3<br> FY 2022 | Q4<br> FY 2022 | Q1<br> FY 2023 | Q2<br> FY 2023 | |
|---|---|---|---|---|---|---|
| Diluted Net EPS | 1.61 | 1.66 | 1.33 | 1.21 | 1.57 | 1.59 |
| Early Debt Extinguishment | ||||||
| Rounding | ||||||
| Core EPS | 1.61 | 1.66 | 1.33 | 1.21 | 1.57 | 1.59 |
| Percentage change vs. prior period Diluted Net EPS | (1)% | 1% | 6% | 7% | (2)% | (4)% |
| Currency Impact to Earnings | (0.03) | 0.02 | 0.05 | 0.08 | 0.16 | 0.16 |
| Currency-Neutral Core EPS | 1.58 | 1.68 | 1.38 | 1.29 | 1.73 | 1.75 |
| Percentage change vs. prior period Core EPS | (3)% | 2% | 10% | 14% | 7% | 5% |
All values are in US Dollars.
Note – All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction
- Core gross margin and currency-neutral Core gross margin:
| Three Months Ended<br><br> March 31 | ||
|---|---|---|
| 2023 | 2022 | |
| Gross Margin | 48.2% | 46.7% |
| Basis point change vs. prior year gross margin | 150 | |
| Adjustments* | — | — |
| Core Gross Margin | 48.2% | 46.7% |
| Basis point change vs. prior year Core gross margin | 150 | |
| Currency Impact to Margin | 0.7% | |
| Currency-Neutral Core Gross Margin | 48.9% | |
| Basis point change vs prior year Core gross margin | 220 |
* For the three months ended March 31, 2023, compared with the three months ended March 31, 2022, there were no adjustments to or reconciling items for operating margin.
- Core operating margin and currency-neutral Core operating margin:
| Three Months Ended<br><br> March 31 | ||
|---|---|---|
| 2023 | 2022 | |
| Operating Margin | 21.2% | 20.8% |
| Basis point change vs. prior year operating margin | 40 | |
| Adjustments* | — | |
| Core Operating Margin | 21.2% | 20.8% |
| Basis point change vs. prior year Core operating margin | 40 | |
| Currency Impact Margin | 1.2% | |
| Currency-Neutral Core Operating Margin | 22.4% | |
| Basis point change vs. prior year Core operating margin | 160 |
* For the three months ended March 31, 2023, compared with the three months ended March 31, 2022, there were no adjustments to or reconciling items for operating margin.
- Adjusted free cash flow (dollar amounts in millions):
| Three Months Ended March 31, 2023 | ||
|---|---|---|
| Operating Cash Flow | Capital Spending | Adjusted Free Cash Flow |
| $3,863 | $(730) | $3,133 |
- Adjusted free cash flow productivity (dollar amounts in millions):
| Three Months Ended March 31, 2023 | ||
|---|---|---|
| Adjusted Free Cash Flow | Net Earnings | Adjusted Free Cash Flow |
| $3,133 | $3,424 | 92% |