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1、2023 Annual ReportFINANCIAL HIGHLIGHTS(UNAUDITED)Amounts in billions,except per share amounts20232022202120202019Net Sales$82.0$80.2$76.1$71.0$67.7Operating Income$18.1$17.8$18.0$15.7$5.5Net Earnings Attributable to P&G$14.7$14.7$14.3$13.0$3.9Net Earnings Margin18.0%18.4%18.9%18.5%5.9%Diluted Net Ea
2、rnings per Common Share1$5.90$5.81$5.50$4.96$1.43Core Earnings per Share2$5.90$5.81$5.66$5.12$4.52Operating Cash Flow$16.8$16.7$18.4$17.4$15.2Dividends per Common Share$3.68$3.52$3.24$3.03$2.902023 NET SALES BY BUSINESS SEGMENT3 2023 NET SALES BY GEOGRAPHIC REGION (1)Diluted net earnings per common
3、share are calculated based on net earnings attributable to Procter&Gamble.(2)Core EPS is a measure of the Companys diluted net earnings per common share adjusted for certain items not viewed as part of our sustainable results.Please see page 70 of the Annual Report for detail on the reconciling item
4、s.(3)These results exclude net sales in Corporate.(4)North America includes the United States,Canada and Puerto Rico.VARIOUS STATEMENTS IN THIS ANNUAL REPORT,including estimates,projections,objectives and expected results,are“forward-looking statements”within the meaning of the Private Securities Li
5、tigation Reform Act of 1995,Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are generally identified by the words“believe,”“expect,”“anticipate,”“intend,”“opportunity,”“plan,”“project,”“will,”“should,”“could,”“would,”“likely”and similar expression
6、s.Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements,including the risks and uncertainties discussed in Item 1A Risk Factors of the Form 10-K included in this A
7、nnual Report.Such forward-looking statements speak only as of the date they are made,and we undertake no obligation to update or revise publicly any forward-looking statements,except as required by law.Brand names referenced in this Annual Report are trademarks of The Procter&Gamble Company or one o
8、f its subsidiaries.All other brand names are trademarks of their respective owners.FISCAL YEAR 2023 BY THE NUMBERS$82.0BNet Sales(up 2%)Organic Sales GrowthCore EPS Growth$16.8B95%Operating Cash FlowAdjusted Free Cash Flow Productivity7%2%Dear Shareowners,Your Company delivered another strong year i
9、n fiscal 2023 with robust top-line growth across categories and regions,strong earnings per share growth in the face of significant cost headwinds and continued strong cash returnin a very difficult operating environmentan outcome of continued excellent execution of our integrated strategies by P&G
10、people.Organic sales for the fiscal year grew 7%.Core earnings per share grew 2%.Currency-neutral core earnings per share were up 11%.Adjusted free cash flow productivity was 95%.This was our second consecutive year of 7%organic sales growth and fifth consecutive year of 5%or better organic growthst
11、arting in fiscal 2019:5%,6%,6%,7%,7%.Growth was broad-based across business units,with all 10 of our product categories growing organic sales.Personal Health Care grew mid-teens.Feminine Care grew double digits.Fabric Care,Home Care and Hair Care were each up high single digits.Skin&Personal Care,Ba
12、by Care,Family Care and Grooming each grew mid-single digits.Oral Care grew low single digits.Focus markets grew 5%for the year.We delivered strong results in our largest and most profitable market,the United States,with organic sales growing 6%.This is on top of a strong 8%growth comparison in the
13、base period.Sales in the U.S.are up 32%on a four-year stack basis(across fiscal years 2020,2021,2022 and 2023).Enterprise markets were up 15%,led by Latin America with 24%organic sales growth.E-commerce sales increased 7%,now representing 17%of total Company sales.Seven of 10 product categories grew
14、 share globally over the past year.Twenty-nine of our top 50 category/country combinations held or grew share for the year.On the bottom line,our core earnings per share growth of 2%overcame a 24 percentage-point headwind from higher materials costs and foreign exchange.We increased our dividend by
15、3%and returned over$16 billion of value to shareowners with$9 billion in dividends and over$7 billion in share repurchase.Over the past 10 years,we have returned$145 billion to shareowners through dividends and share repurchase.P&G has paid a dividend for 133 consecutive years,raising our dividend f
16、or 67 consecutive years.Only seven U.S.publicly traded companies have paid a dividend more consecutive years than P&G,and only three U.S.companies have raised their dividend more consecutive years.In summaryanother year of strong performance in difficult operating conditions,in which we met or excee
17、ded each of our going-in target ranges for the yearorganic sales growth,core EPS growth,free cash flow productivity and cash returned to shareowners.P&Gs StrategyThe team has been growing and creating value prior to,during,and following the pandemic through a strategy that drives growth and value cr
18、eation through five integrated choices:a portfolio of daily-use products where performance drives brand choice;superiority across product,package,brand communication,retail execution,and value;productivity;constructive disruption of the entire value chain;and a highly efficient and effective organiz
19、ation structure.JON R.MOELLERChairman of the Board,President and Chief Executive Officerii The Procter&Gamble CompanyThe model is dynamic and sustainable.It adapts to the changing needs of consumers,customers and society and is focused on growing marketscreating versus taking businessthe most sustai
20、nable and typically most profitable way to grow.We believe the best path forward is to double down on this integrated set of strategies that are driving our results.A Portfolio of Daily-Use Products We go to market with a portfolio of daily-use products in 10 categories:Fabric Care,Home Care,Baby Ca
21、re,Feminine Care,Family Care,Hair Care,Skin&Personal Care,Oral Care,Personal Health Care and Grooming.With a portfolio of brands in categories where performance drives brand choice,the superiority of our offerings versus competition matters.Superiority that Wins with Consumers and Grows Markets We c
22、ontinue to raise the bar on all aspects of superiorityto win with the consumers we serve in all price tiers where we compete.With innovation-driven superior products,packages,brand communication,retail execution and value,we aim to be a disproportionate contributor to market growthcreating business
23、by growing markets and P&Gs share in them through new solutions,better and more delightful experiences,adding usage occasions and building regimens.We are committed to continue to invest to strengthen the superiority of our brands to deliver superior value for consumers,which requires ongoing produc
24、tivity.INTEGRATED GROWTH STRATEGYOur strategic choices are the foundation for balanced top-and bottom-line growthCONSTRUCTIVE DISRUPTIONacross our businessORGANIZATIONempowered,agile,accountablePORTFOLIOperformance drives brand choiceSUPERIORITYto win with consumersPRODUCTIVITYto fuel investmentsThe
25、 Procter&Gamble Company iii Productivity in All We Do The strategic need for investment to strengthen the long-term health and competitiveness of our brands,the short-term need to manage through significant cost increases,and the ongoing need to drive balanced top-and bottom-line growth,including ma
26、rgin expansion,underscore the importance of productivity.We have developed a strong productivity muscle over the last decade,completing two$10 billion savings programs.Productivity is now fully embedded in our operating model and is embraced in every part of our operation.We are getting more product
27、ive,for example,with our marketing spending.More efficient and effective communication enables us to reach target consumers when and where they are most receptive to our advertising.This leads to higher quality engagement,and when orchestrated across media platforms,avoids excessive advertising freq
28、uency that is,at best,wasteful spending and,at worst,an annoyance.As we continue to integrate data and analytics and artificial intelligence,brand teams will be working to make our marketing investments even more efficient and effective to reach more consumers with improved demand creation at equal
29、or lower cost.There are also significant opportunities in cost of goods sold.Real-time formula flexibility is helping improve superiority and reduce cost.We are also able to reduce transportation costs through real-time optimization of truck loads,dynamic routing and sourcing optimization.We are emb
30、racing SKU rationalization to drive both top-and bottom-line growth.We remain fully committed to productivity as a core driver of balanced top-and bottom-line growth and strong cash generation.We cannot let up here.Productivity will remain a significant part of our work,especially now.An Approach of
31、 Constructive Disruption Success in our highly competitive industry and increasingly dynamic world requires agility that comes with a mindset of constructive disruption a willingness to change,adapt and create new trends and technologies that will shape our industry for the future.We are creating pr
32、oprietary algorithms to digitally design molecules.We are using this capability in our Fabric Care business,together with virtual reality tools,to reformulate perfume molecules and formulations based on real-time raw material availability and cost data.This has enabled us to reduce product developme
33、nt time from years to months,while creating irresistible consumer experiences.We are using proprietary algorithms for fast-cycle testing to optimize brand communicationsiterating on changes to visuals,music and copy in a few hours to achieve the best communications performance across the full range
34、of media vehicles.Our digitized manufacturing processes are enabling on-line quality control testingidentifying problems at the point they occur versus at the end of the line or in our warehousessaving money,reducing scrap and increasing quality.The best way to manage disruption is to lead it in a w
35、ay that creates value.PRODUCTIVITY INTEGRATED INTO OUR STRATEGYDelivering the same or better output measures with lower spending or resource investmentMaterialsManufacturingOverheadAd Spend&PromotionWorking Capitaliv The Procter&Gamble CompanySuperiority that Wins with Consumers and Grows MarketsRea
36、d more about superiority at so good,consumers recognize the difference.Superior products raise expectations for performance in the category.Superiority is helping us delight consumers and drive category growth with Pampers Swaddlers in North America.We have invested to drive superiority across all f
37、ive vectors,including the product itself,with superior comfort,ultra-soft absorbent layers and up to 100%leakproof skin protection.In fiscal 2023,Pampers delivered mid-single digit organic sales growth and contributed to market growth of the category in North America.PACKAGINGPackaging that attracts
38、 consumers,conveys brand equity,helps consumers select the best product for their needs and delights consumers during use.In Europe,Fabric Care is driving strong demand and consumer value with a superior product in superior packaging.Ariel PODS ECOCLIC packaging is made from 70%recycled fibers and i
39、s recyclable.We introduced a similar recyclable cardboard package for Lenor Unstoppables scent boosters.The new packaging is consumer preferred,helps reduce use of plastic in line with P&Gs packaging goals and contributed to high single digit organic sales growth in Europe Fabric Care in fiscal 2023
40、.The Procter&Gamble Company v Superiority that Wins with Consumers and Grows MarketsBRAND COMMUNICATIONAdvertising that reaches consumers and communicates the superiority of the brands product and packaging benefitsattracting consumers to the brand and driving brand and category growth.Vicks,the#1 O
41、TC cough,cold and flu brand in the world,is an example of enduring irresistible superiority that we have continued to build upon with innovations like NyQuil and DayQuil Honey.Superior communication like the print advertising seen here,which highlights the products great tasting formula and powerful
42、 relief,has helped Vicks become the preferred choice by millions.Vicks grew organic sales more than 25%in fiscal 2023 and contributed to double-digit growth of the category globally.RETAIL EXECUTIONIn-store:with the right store coverage,product forms,sizes,price points,shelving and merchandising.Onl
43、ine:with the right content,assortment,ratings,reviews,search and subscription offerings.Always Discreet has disrupted traditional ideas of the adult incontinence category,focusing on superior protection with thinner,more discreet products and beautiful,feminine retail displaysmaking a meaningful cha
44、nge in consumers quality of life and driving strong business results.With superior retail execution,Always Discreet delivered low teens organic sales growth in fiscal 2023 and drove 1.5 times our fair share of the adult incontinence category growth.CONSUMER&CUSTOMER VALUEFor consumers:all these elem
45、ents presented in a clear and shoppable way at a compelling price.For customers:margin,penny profit,trip generation,basket size and category growth.Sold in China for more than 30 years,Safeguard is the countrys#1 personal cleansing brand.Consumers appreciate the value of innovations such as Safeguar
46、d Detox Body Wash,which provides deep cleansing with a superior usage experience of a luxurious,creamy foam.Safeguard Detox Body Wash sales nearly doubled in fiscal 2023,leading the China body wash category up more than 10%great value for consumers and category value growth for P&G and our retail pa
47、rtners.vi The Procter&Gamble CompanyA Structure that Yields an Empowered,Agile and Accountable Organization P&Gs organization structure is designed to focus our human,technical and financial resources on our biggest opportunities for growth.We are organized around five industry-based sector business
48、 units,which manage our 10 product categories,with full sales,profit,cash and value creation responsibility for our largest and most profitable markets.Enterprise Markets,which represent the rest of the world,are a separate unit with sales,profit and value creation responsibility.This structure yiel
49、ds a more empowered,agile and accountable organization and culture with little overlap or redundancyflowing to new demands,seamlessly supporting each other to deliver against our priorities around the world.Four Focus Areas to Improve Execution of Our Strategy We are working in four areas to further
50、 improve the execution of our integrated strategy.The first is supply.We are further upgrading our world class supply chain to one that enables even greater agility,flexibility,scalability,transparency,and resilience for a new reality and a new age.We call this Supply 3.0 an end-to-end synchronized,
51、sustainable,and resilient supply chain,amplified by data and analytics and enabled by an organization that is at the leading edge of transformation,mastery and leadership.Second,environmental sustainability has been integrated into each of our businesses and processes with a mindset of no trade offs
52、continuing to deliver and improve the irresistible performance of our products and packages,while improving their sustainability.An example is Ariel PODS ECOCLIC.Ariel PODS,our leading European laundry brand,provides consumers superior cold-water cleaning performance that enables energy cost savings
53、 and improves sustainability by allowing consumers to reduce the energy required to heat water in the laundry process.Additionally,the Ariel ECOCLIC packaging is made from 70%recycled fibers and is recyclable,saving up to 6,500 tons of plastic annually in Europe if all Ariel PODS users switch to ECO
54、CLIC packaging.Third,digital acumento drive consumer and customer preference,reduce cost and enable rapid and efficient decision making across the entire value chainhow we engage with consumers,how we innovate,how we go to market,and how we operate our business.Through this,we are able to put more f
55、ocus on the highest order workwork that serves consumers,customers,employees,society and shareowners.OUR FOUR FOCUS AREASThese are further strengthening the execution of our integrated growth strategy.Supply ChainEnvironmental SustainabilityDigital AcumenEmployee Value EquationThe Procter&Gamble Com
56、pany vii Fourth,a superior employee value equation for all employees,inclusive of all genders,races,ethnicities,sexual orientations,ages and abilitiesfor all rolesto ensure we continue to attract,retain and develop the best talent.We are focusing on four vectors,ensuring employees have the opportuni
57、ty to make an impact daily;have the ability to grow their skills and capabilities;feel valued and rewarded;and are inspired to serve consumers better than competitionto grow markets,build the business,and be part of a Company that is a force for growth and a force for good.These four areassupply,env
58、ironmental sustainability,digital acumen and a superior employee value equationare not new or separate strategies.They are necessary elements in continuing to build superiority,in reducing cost to enable investment and value creation,and in strengthening our organization.They are part of the constru
59、ctive disruption we must continue to lead.Meeting and Balancing the Needs of All Stakeholders Our objective is balanced top-and bottom-line growth,but in the ever more complex world we live in,balance also requires serving the needs of all stakeholdersconsumers,customers,employees,society and shareo
60、wners.This is particularly important when it comes to environmental,social and governance areas.Our efforts in Environmental Sustainability are important to create value while improving P&Gs environmental impact,enabling consumers to reduce their footprint,and helping society solve some of the most
61、pressing challenges.We start where we have the most controlour operations.Then,we look at how we can innovate to extend our level of superiority in a way that allows consumers to reduce their own footprint without making tradeoffs between performance and sustainability.Finally,we help industry reduc
62、e its footprint by making innovative technologies available broadly for application.In our Community Impact work,we support people in need around the world through our brands and products that help restore normalcy in uncertain times.With our partners,we also provide clean drinking water with our Ch
63、ildrens Safe Drinking Water Program to support people who lack access to clean water daily.We serve billions of consumers all over the world.Our ability to do this most effectively is enabled by a workforce and culture that understands,respects and reflects the uniqueness of all the consumers we ser
64、veinclusive of all genders,races,ethnicities,sexual orientations,ages and abilities.As of the end of the fiscal year,41%of our global employees and 50%of our global management employees are women.Thirty percent of our U.S.employees are multicultural.Our current Board is 46%women and 38%multicultural
65、 leaders.More balanced and representative leadership,and diversity throughout our organization,is helping to drive balanced and sustainable growth as we serve an increasingly diverse set of consumers.P&G was founded on uncompromising beliefs that our products should be of the highest quality and val
66、ue and that the only way to run a business is with honest and fair dealings.These beliefs come to life today in P&Gs Purpose,Values and Principles,which set high standards that we hold ourselves and each other accountable for,and create a strong culture focused on winning the right way.A FORCE FOR G
67、ROWTH AND A FORCE FOR GOODTo learn more about our work,visit our ESG for Investors website at and read our latest Citizenship Report at The Procter&Gamble CompanyConfidence in P&Gs Strategy and People I want to close this letter with a few thoughts about this Company,its strategy and organizationas
68、a reflection back on what has been accomplished and as a glimpse forward into what is possible.First,pre-COVID,during COVID and since COVID pre-inflation and since inflationwe have delivered consistent,strong top-line growth across categories and geographies,core EPS growth each of the last five fis
69、cal years,and consistent cash return to shareowners.Our strategy has sustained us through all of it.Second,in the past two years,nearly half our earnings have been wiped out by commodities,transportation and foreign exchange headwinds.Yet,we still grew earnings per share in each of those years,while
70、 delivering 7%organic sales growth each year,increasing investment in innovation,brand building and market growth,and growing market share,in aggregate,in the process.Third,if you had asked me four years ago if we could grow top line,bottom line and deliver strong cash return to shareowners through
71、a global pandemic,with employees challenged to get to the workplace,in the context of a war in Europe,major disruption in global supply chains,rapidly escalating costs,the highest consumer inflation in 40 years,and fundamental shifts in consumer behavior and channel relevanceit would have been hard
72、to say“yes.”But that is exactly what your team has done.Over the last five years,they have added over$15 billion in incremental sales,grown our share of the global market,grown core earnings per share by 40%and returned over$80 billion of value through dividends and share repurchase to shareowners.A
73、s you well know,past performance is no guarantee of future results and no excuse to stand stillquite the opposite.There will be bumps in the road ahead.We are still navigating through plenty of bumps right now.Each of these three look-backs,though,gives us confidence in the effectiveness of our stra
74、tegy grounded in and focused on consumersand an appreciation for the capability of a talented,creative,agile and committed organization.At the end of the day,we serve peoplewith a strong desire to improve their lives and the lives of their families.We stand by consumers and support them in small but
75、 meaningful ways every daywith superior performing products of high quality at a superior value.We strive to do this in the most responsible way,consistent with P&Gs Values and Principles.This approach,with consumers at the center,and an organization built to serve them,has served us and our many st
76、akeholders well.It will guide our actions as we move forward.If we do this effectively,consumers will benefit,customers will grow their businesses,employees will develop and thrive,we will have a positive impact on society,and shareholders will continue to be rewarded for their investment.I believe
77、in this Company,in our organizationits capabilities and in the commitment of P&G people to serve consumers.I am excited about what lies ahead.Of course,we will continue to weather some dark days and nights.But the future,in general,holds great promise.At all times,we will continue to be guided by P&
78、Gs Purpose,Values and Principles and the relentless execution of our strategy to move toward an even brighter dawn.As P&G celebrates our 186th anniversary this year,I believe we have a stronger hand to play today than we have ever had.JON R.MOELLERChairman of the Board,President and Chief Executive
79、Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 Form 10-K(Mark one)x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 TRUE For the Fiscal Year Ended June 30,2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXC
80、HANGE ACT OF 1934 False For the transition period from to Commission File No.1-434 Cincinnati THE PROCTER&GAMBLE COMPANY OH One Procter&Gamble Plaza One Procter&Gamble Plaza,Cincinnati,Ohio 45202 45202 513 Telephone(513)983-1100 983-1100 IRS Employer Identification No.31-0411980 31-0411980 State of
81、Incorporation:Ohio OH Securities registered pursuant to Section 12(b)of the Act:Title of each class Trading Symbol 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 Yor
82、k 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 3.250%EUR Notes due 2026 PG26E New York Stock Exchange 4.875%EUR Notes due May 2027 PG27A New York Stock Exchange 1.200%Notes due 2
83、028 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 3
84、.250%EUR Notes due 2031 PG31B 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 if the registrant is a well-known seasoned issuer,as defined
85、in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchan
86、ge Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive
87、Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files).Yes No Indicate by check mark whether the registrant is a large accelerated file
88、r,an accelerated filer,a non-accelerated filer,smaller reporting company,or an emerging growth company.See the definitions of large accelerated filed,accelerated filer,smaller reporting company,and emerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Em
89、erging growth company Non-accelerated filer Smaller reporting company FALSE FALS 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 Sect
90、ion 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public
91、accounting firm that prepared or issued its audit report.Yes No TRUE If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial sta
92、tements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether t
93、he registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No False The aggregate market value of the voting stock held by non-affiliates amounted to$357 billion on December 31,2022.There were 2,357,306,187 shares of Common Stock outstanding as of July 31,2023.Documents Incor
94、porated by Reference Portions of the Proxy Statement for the 2023 Annual Meeting of Shareholders,which will be filed within one hundred and twenty days of the fiscal year ended June 30,2023(2023 Proxy Statement),are incorporated by reference into Part III of this report to the extent described herei
95、n.FORM 10-K TABLE OF CONTENTS Page PART I Item 1.Business 2 Item 1A.Risk Factors 4 Item 1B.Unresolved Staff Comments 10 Item 2.Properties 10 Item 3.Legal Proceedings 10 Item 4.Mine Safety Disclosure 10 Information about our Executive Officers 11 PART II Item 5.Market for Registrants Common Equity,Re
96、lated Stockholder Matters and Issuer Purchases of Equity Securities 12 Item 6.Intentionally Omitted 13 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations 13 Item 7A.Quantitative and Qualitative Disclosures about Market Risk 31 Item 8.Financial Statements and
97、Supplementary Data 32 Managements Report and Reports of Independent Registered Public Accounting Firm 32 Consolidated Statements of Earnings 36 Consolidated Statements of Comprehensive Income 36 Consolidated Balance Sheets 37 Consolidated Statements of Shareholders Equity 38 Consolidated Statements
98、of Cash Flows 39 Notes to Consolidated Financial Statements 40 Note 1:Summary of Significant Accounting Policies 40 Note 2:Segment Information 42 Note 3:Supplemental Financial Information 45 Note 4:Goodwill and Intangible Assets 46 Note 5:Income Taxes 47 Note 6:Earnings Per Share 49 Note 7:Share-bas
99、ed Compensation 50 Note 8:Postretirement Benefits and Employee Stock Ownership Plan 52 Note 9:Risk Management Activities and Fair Value Measurements 57 Note 10:Short-term and Long-term Debt 59 Note 11:Accumulated Other Comprehensive Income/(Loss)61 Note 12:Leases 61 Note 13:Commitments and Contingen
100、cies 62 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 63 Item 9A.Controls and Procedures 63 Item 9B.Other Information 63 Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 63 PART III Item 10.Directors,Executive Officers and Corp
101、orate Governance 64 Item 11.Executive Compensation 64 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 64 Item 13.Certain Relationships and Related Transactions and Director Independence 64 Item 14.Principal Accountant Fees and Services 64 PART I
102、V Item 15.Exhibits and Financial Statement Schedules 65 Item 16.Form 10-K Summary 67 Signatures 68 PART I Item 1.Business.The Procter&Gamble Company(the Company)is focused on providing branded products of superior quality and value to improve the lives of the worlds consumers,now and for generations
103、 to come.The Company was incorporated in Ohio in 1905,having first been established as a New Jersey corporation in 1890,and was built from a business founded in Cincinnati in 1837 by William Procter and James Gamble.Additional information required by this item is incorporated herein by reference to
104、Managements Discussion and Analysis(MD&A);and Notes 1 and 2 to our Consolidated Financial Statements.Unless the context indicates otherwise,the terms Company,P&G,we,our or us as used herein refer to The Procter&Gamble Company(the registrant)and its subsidiaries.Throughout this Form 10-K,we incorpora
105、te by reference information from other documents filed with the Securities and Exchange Commission(SEC).The Companys Annual Report on Form 10-K,quarterly reports on Form 10-Q and current reports on Form 8-K,and amendments thereto,are filed electronically with the SEC.The SEC maintains an internet si
106、te that contains these reports at:www.sec.gov.Reports can also be accessed through links from our website at:.P&G includes the website link solely as a textual reference and the information on our website is not incorporated by reference into this report.Copies of these reports are also available,wi
107、thout charge,by contacting EQ Shareowner Services,1100 Centre Pointe Curve,Suite 101,Mendota,MN 55120-4100.Financial Information about Segments Information about our reportable segments can be found in the MD&A and Note 2 to our Consolidated Financial Statements.Narrative Description of Business Bus
108、iness Model.Our business model is built to deliver balanced top-and bottom-line growth and value creation.We rely on the continued growth and success of existing brands and products,as well as the creation of new innovative products and brands.We offer products in markets and industry segments that
109、are highly competitive.Our products are sold in approximately 180 countries and territories through numerous channels as well as direct-to-consumer.Our growth strategy is to deliver meaningful and noticeable superiority across five key vectors of our consumer proposition-product performance,packagin
110、g,brand communication,retail execution and consumer and customer value.We use our research and development(R&D)and consumer insights to provide superior products and packaging.We utilize our marketing and online presence to deliver superior brand messaging to our consumers.We partner with our custom
111、ers to deliver superior retail execution,both in-store and online.In conjunction with the above vectors,we provide superior value to consumers and our retail customers in each price tier in which we compete.Productivity improvement is also critical to delivering our objectives of balanced top-and bo
112、ttom-line growth and value creation.Key Product Categories.Information on key product categories can be found in the MD&A and Note 2 to our Consolidated Financial Statements.Key Customers.Our customers include mass merchandisers,e-commerce(including social commerce)channels,grocery stores,membership
113、 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.Sales to Walmart Inc.and its affiliates represent approximate
114、ly 15%of our total sales in 2023,2022 and 2021.No other customer represents more than 10%of our total sales.Our top ten customers accounted for 40%of our total net sales in 2023 and 39%in 2022 and 2021.Sources and Availability of Materials.Almost all of the raw and packaging materials used by the Co
115、mpany are purchased from third parties,some of whom are single-source suppliers.We produce certain raw materials,primarily chemicals,for further use in the manufacturing process.In addition,fuel,natural gas and derivative products are important commodities consumed in our manufacturing processes and
116、 in the transportation of input materials and finished products.The prices we pay for materials and other commodities are subject to fluctuation.When prices for these items change,we may or may not pass the change to our customers.The Company purchases a substantial variety of other raw and packagin
117、g materials,none of which are material to our business taken as a whole.Trademarks and Patents.We own or have licenses under patents and registered trademarks,which are used in connection with our activity in all businesses.Some of these patents or licenses cover significant product formulation and
118、processes used to manufacture our products.The trademarks are important to the overall marketing and branding of our products.All major trademarks in each business are registered.In part,our success can be attributed to the existence and continued protection of these trademarks,patents and licenses.
119、Competitive Condition.The markets in which our products are sold are highly competitive.Our products compete against similar products from many large and small companies,including well-known global competitors.In many of the markets and industry segments in which we sell our products,we compete agai
120、nst other branded products as well as retailers private-label brands.We are well positioned in the industry segments and markets in which we operate,often holding a leadership or significant market share position.We support our products with advertising,promotions and other marketing vehicles to bui
121、ld awareness and trial of our brands and products in conjunction with our sales force.We believe this combination provides the The Procter&Gamble Company 1most efficient method of marketing for these types of products.Product quality,performance,value and packaging are also important differentiating
122、 factors.Government Regulation.Our Company is subject to a wide variety of laws and regulations across the countries in which we do business.In the United States,many of our products and manufacturing operations are subject to one or more federal or state regulatory agencies,including the U.S.Food a
123、nd Drug Administration(FDA),the Environmental Protection Agency(EPA),the Occupational Safety and Health Administration(OSHA),the Federal Trade Commission(FTC)and the Consumer Product Safety Commission(CPSC).We are also subject to anti-corruption laws and regulations,such as the U.S.Foreign Corrupt P
124、ractices Act,and antitrust and competition laws and regulations that govern our dealings with suppliers,customers,competitors and government officials.In addition,many foreign jurisdictions in which we do business have regulations and regulatory bodies that govern similar aspects of our operations a
125、nd products,in some cases to an even more significant degree.We are also subject to expanding laws and regulations related to environmental protection and other sustainability-related matters,non-financial reporting and diligence,labor and employment,trade,taxation and data privacy and protection,in
126、cluding the European Unions General Data Protection Regulation(GDPR)and similar regulations in states within the United States and in countries around the world.The Company has in place compliance programs and internal and external experts to help guide our business in complying with these and other
127、 existing laws and regulations that apply to us around the globe;and we have made,and plan to continue making,necessary expenditures for compliance with these laws and regulations.We also expect that our many suppliers,consultants and other third parties working on our behalf share our commitment to
128、 compliance,and we have policies and procedures in place to manage these relationships,though they inherently involve a lesser degree of control over operations and governance.We do not expect that the Companys expenditures for compliance with current government regulations,including current environ
129、mental regulations,will have a material effect on our total capital expenditures,earnings or competitive position in fiscal year 2024 as compared to prior periods.Human Capital.Our employees are a key source of competitive advantage.Their actions,guided by our Purpose,Values and Principles(PVPs),are
130、 critical to the long-term success of our business.We aim to retain our talented employees by offering competitive compensation and benefits,strong career development and a respectful and inclusive culture that provides equal opportunity for all.Our Board of Directors,through the Compensation and Le
131、adership Development Committee(C&LD Committee),provides oversight of the Companys policies and strategy relating to talent including diversity,equality and inclusion as well as the Companys compensation principles and practices.The C&LD Committee also evaluates and approves the Companys compensation
132、 plans,policies and programs applicable to our senior executives.Employees As of June 30,2023,the Company had approximately 107,000 employees,an increase of 1%versus the prior year due primarily to business growth.The total number of employees is an estimate of total Company employees excluding inte
133、rns,co-ops,contractors and employees of joint ventures.49%of our employees are in manufacturing roles and 27%of our employees are located in the United States.41%of our global employees are women and 30%of our U.S.employees identify as multicultural.Training and Development We focus on attracting,de
134、veloping and retaining skilled and diverse talent,both from universities and the broader market.We recruit from among the best universities across markets in which we compete and are generally able to select from the top talent.We focus on developing our employees by providing a variety of job exper
135、iences,training programs and skill development opportunities.Given our develop-from-within model for staffing most of our senior leadership positions,it is particularly important for us to ensure holistic growth and full engagement of our employees.Diversity,Equality and Inclusion As a consumer prod
136、ucts company,we believe that it is important for our workforce to reflect the diversity of our consumers worldwide.We also seek to foster an inclusive work environment where each individual can bring their authentic self,which helps drive innovation and enables us to better serve our consumers.We as
137、pire to achieve equal gender representation globally and at key management and leadership levels.Within the U.S.workforce,our aspiration is to achieve 40%multicultural representation overall as well as at management and leadership levels.Compensation and Benefits Market-competitive compensation and
138、reward programs are critical elements of our employee value equation to attract and retain the best talent.Our total rewards programs are based on the principles of paying for performance,paying competitively versus peer companies that we compete with for talent in the marketplace and focusing on lo
139、ng-term success through a combination of short-term and long-term incentive programs.We also offer competitive benefit programs,including retirement plans and health insurance in line with local country practices with flexibility to accommodate the needs of a diverse workforce.Sustainability.Environ
140、mental sustainability is integrated into our business strategy to offer consumers irresistibly superior products that are more sustainable.Our aim is to deliver balanced top-and bottom-line growth,value creation and key sustainability objectives.In 2021,the Company announced a 2040 net zero ambition
141、 and published a Climate Transition Action 2 The Procter&Gamble CompanyPlan,which describes the Companys ongoing efforts toward reducing greenhouse gas emissions across scopes 1 and 2 and elements of scope 3.This includes a long-term objective of net zero emissions for scopes 1 and 2,elements of sco
142、pe 3 and interim goals to help us pace our progress.The Company has also declared goals towards using renewable electricity for our operations,reducing use of virgin petroleum-based plastic in packaging,increasing the recyclability or reusability of packaging,responsible sourcing of key forest-based
143、 commodities,improving efficiency of water usage in our operations and driving a global portfolio of water restoration projects to address water scarcity.We use the standards and guidelines of the Global Reporting Initiative,Sustainability Accounting Standards Board(SASB)industry specific standards
144、and the Task Force on Climate-related Financial Disclosures(TCFD)to inform our sustainability and related disclosures included in this Annual Report,our Proxy Statement and our sustainability reports.The“materiality”thresholds in those standards and guidelines may differ from the concept of“material
145、ity”for purposes of the federal securities laws and disclosures required by the Commissions rules in this Annual Report.References to our sustainability reports and website are for informational purposes only and neither the sustainability reports nor the other information on our website is incorpor
146、ated by reference into this Annual Report on Form 10-K.Additional detailed information on our sustainability efforts can be found on our website at https:/ 1A.Risk Factors.We discuss our expectations regarding future performance,events and outcomes,such as our business outlook and objectives in this
147、 Form 10-K,as well as in our quarterly and annual reports,current reports on Form 8-K,press releases and other written and oral communications.All statements,except for historical and present factual information,are“forward-looking statements”and are based on financial data and business plans availa
148、ble only as of the time the statements are made,which may become outdated or incomplete.We assume no obligation to update any forward-looking statements as a result of new information,future events or other factors,except to the extent required by law.Forward-looking statements are inherently uncert
149、ain,and investors must recognize that events could significantly differ from our expectations.The following discussion of“risk factors”identifies significant factors that may adversely affect our business,operations,financial position or future financial performance.This information should be read i
150、n conjunction with Managements Discussion and Analysis and the Consolidated Financial Statements and related Notes incorporated in this report.The following discussion of risks is not all inclusive but is designed to highlight what we believe are important factors to consider when evaluating our exp
151、ectations.These and other factors could cause our future results to differ from those in the forward-looking statements and from historical trends,perhaps materially.MACROECONOMIC CONDITIONS AND RELATED FINANCIAL RISKS Our business is subject to numerous risks as a result of having significant opera
152、tions and sales in international markets,including foreign currency fluctuations,currency exchange or pricing controls and localized volatility.We are a global company,with operations in approximately 70 countries and products sold in approximately 180 countries and territories around the world.We h
153、old 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 va
154、lue 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,we have a significant am
155、ount of foreign currency debt and derivatives as part of our capital markets activities.The maturity cash outflows of these instruments could be adversely impacted by significant appreciation of foreign currency exchange rates(particularly the Euro),which could adversely impact our overall cash flow
156、s.Moreover,discriminatory or conflicting fiscal or trade policies in different countries,including changes to tariffs and existing trade policies and agreements,could adversely affect our results.See also the Results of Operations and Cash Flow,Financial Condition and Liquidity sections of the MD&A
157、and the Consolidated Financial Statements and related Notes.We also have businesses and maintain local currency cash balances in a number of countries with currency exchange,import authorization,pricing or other controls or restrictions,such as Egypt,Argentina and Pakistan.Our results of operations,
158、financial condition and cash flows could be adversely impacted if we are unable to successfully manage such controls and restrictions,continue existing business operations and repatriate earnings from overseas,or if new or increased tariffs,quotas,exchange or price controls,trade barriers or similar
159、 restrictions are imposed on our business.Additionally,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 contr
160、ols,labor market disruptions or other crises or vulnerabilities in individual countries or regions.This could include political instability,upheaval or acts of war(such as the Russia-Ukraine War)and the related government and other entity responses,broad economic instability or sovereign risk relate
161、d to a default by or deterioration in the creditworthiness of local governments,particularly in emerging markets.Uncertain economic or social conditions may adversely impact demand for our products or cause our customers and other business partners to suffer financial hardship,which could adversely
162、impact our business.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,The Procter&Gamble Company 3recession
163、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 cons
164、umer 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
165、,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
166、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 Companys ability to achieve expected share repurchase and
167、dividend payments.Disruptions in credit markets or to our banking partners or changes to our credit ratings may reduce our access to credit or overall liquidity.A disruption in the credit markets or a downgrade of our current credit rating could increase our future borrowing costs and impair our abi
168、lity 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 economi
169、c,societal,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 c
170、ash flows of our customers and vendors.Changing political and geopolitical conditions could adversely impact our business and financial results.Changes in the political conditions in markets in which we manufacture,sell or distribute our products,as well as changing geopolitical conditions,may be di
171、fficult 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 could create uncertainty regarding how existing governmen
172、tal 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
173、rate fluctuations,new or increased tariffs,trade barriers and market contraction,could adversely affect the Companys results of operations and cash flows.The Company operates a global business with sales,manufacturing,distribution and research and development organizations globally that contribute t
174、o our overall growth.If geopolitical tensions and trade controls were to increase or disrupt our business in markets where we have significant sales or operations,including disruptions due to governmental responses to such conflicts(such as the imposition of sanctions,retaliatory tariffs,increased b
175、usiness licensing requirements or limitations on profits),such disruptions could adversely impact our business,financial condition,results of operations and cash flows.The war between Russia and Ukraine has adversely impacted and could continue to adversely impact our business and financial results.
176、The 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 i
177、n Russia.Future impacts to the Company are difficult to predict due to the high level of uncertainty as to how the overall situation will evolve.Within Ukraine,there is a possibility of physical damage and destruction of our two manufacturing facilities,our distribution centers or those of our custo
178、mers.We may not be able to operate our manufacturing sites and source raw materials from our suppliers or ship finished products to our customers.Within Russia,we may reduce further or discontinue our operations due to sanctions and export controls and counter-sanctions,monetary,currency or payment
179、controls,restrictions on access to financial institutions,supply and transportation challenges or other circumstances and considerations.Ultimately,these could result in loss of assets or impairments of our manufacturing plants and fixed assets or write-downs of other operating assets and working ca
180、pital.The war between Russia and Ukraine could also amplify or affect the other risk factors set forth in this Part I,Item 1A,including,but not limited to,foreign exchange volatility,disruptions to the financial and credit markets,energy supply and supply chain disruptions,increased risks of an info
181、rmation security or operational technology incident,cost fluctuations and commodity cost increases and increased costs to ensure compliance with global and local laws and regulations.The occurrence of any of these risks,combined with the increased impact from the war between Russia and Ukraine,could
182、 adversely impact our business and financial results.More broadly,there could be additional negative impacts to our net sales,earnings and cash flows should the situation worsen,including,among other potential impacts,economic recessions in certain neighboring countries or globally due to inflationa
183、ry pressures,energy and supply chain cost increases or the geographic proximity of the war relative to the rest of Europe.BUSINESS OPERATIONS RISKS Our business results depend on our ability to manage disruptions in our global supply chain.Our ability to meet our customers needs and achieve cost tar
184、gets 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 4 The Procter&Gamble Companyarrangements.The loss or disruption of such manufacturing and supply arrangements,incl
185、uding 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,inability to procure sufficient raw or input materials(including water,re
186、cycled 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 or other external factors over which we have no
187、 control,have at times interrupted and could,in the future,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.Our businesses face cost fluctuations and pressures that could affect o
188、ur business results.Our costs are subject to fluctuations,particularly due to changes in the prices of commodities(including certain petroleum-derived materials like resins and paper-based materials like pulp)and raw and packaging materials and the costs of labor,transportation(including trucks and
189、containers),energy,pension and healthcare.Inflation pressures could also result in increases in these input costs.Therefore,our business results depend,in part,on our continued ability to manage these fluctuations through pricing actions,cost saving projects and sourcing decisions,while maintaining
190、and improving margins and market share.Failure to manage these fluctuations and to anticipate consumer reaction to our management of these fluctuations could adversely impact our results of operations or cash flows.The ability to achieve our business objectives depends on how well we can compete wit
191、h our local and global competitors in new and existing markets and channels.The consumer products industry is highly competitive.Across all of our categories,we compete against a wide variety of global and local competitors.As a result,we experience ongoing competitive pressures in the environments
192、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 additi
193、on,evolving sales channels and business models may affect customer and consumer preferences as well as market dynamics,which,for example,may be seen in the growing consumer preference for shopping online,ease of competitive entry into certain categories and growth in hard discounter channels.Failure
194、 to successfully respond to competitive factors and emerging retail trends and effectively compete in growing sales channels and business models,particularly e-commerce and mobile or social commerce applications,could negatively impact our results of operations or cash flows.A significant change in
195、customer relationships or in customer demand for our products could have a significant impact on our business.We sell most of our products via retail customers,which include mass merchandisers,e-commerce(including social commerce)channels,grocery stores,membership club stores,drug stores,department
196、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
197、 to offer trade terms that are mutually acceptable and are aligned with our pricing and profitability targets.Continued concentration among our retail customers could create significant cost and margin pressure on our business,and our business performance could suffer if we cannot reach agreement wi
198、th a key customer on trade terms and principles.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 gen
199、eric non-branded products or for other reasons,significantly tighten product delivery windows or experience a significant business disruption.If the reputation of the Company or one or more of our brands erodes significantly,it could have a material impact on our financial results.The Companys reput
200、ation,and the reputation of our brands,form the foundation of our relationships with key stakeholders and other constituencies,including consumers,customers and suppliers.The quality and safety of our products are critical to our business.Many of our brands have worldwide recognition and our financi
201、al success directly depends on the success of our brands.The success of our brands can suffer if our marketing plans or product initiatives do not have the desired impact on a brands image or its ability to attract consumers.Our results of operations or cash flows could also be negatively impacted i
202、f the Company or one of our brands suffers substantial harm to its reputation due to a significant product recall,product-related litigation,defects or impurities in our products,product misuse,changing consumer perceptions of certain ingredients,negative perceptions of packaging(such as plastic and
203、 other petroleum-based materials),lack of recyclability or other environmental impacts,concerns about actual or alleged labor or equality and inclusion practices,privacy lapses or data breaches,allegations of product tampering or the distribution and sale of counterfeit products.Additionally,negativ
204、e 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 s
205、afety,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 consis
206、tent 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 The Pro
207、cter&Gamble Company 5initiatives to further these goals,our ability to achieve these goals is 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
208、and initiatives widely vary and could adversely affect our business.If these programs are not executed as planned or suffer negative publicity,the Companys reputation and results of operations or cash flows could be adversely impacted.We rely on third parties in many aspects of our business,which cr
209、eates additional risk.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 e
210、ffectively 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,failure of these third parties to meet their obligations to the Company or substantial disruptions in the relat
211、ionships 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,t
212、hereby potentially increasing our financial,legal,reputational and operational risk.A significant information security or operational technology incident,including a cybersecurity breach,or the failure of one or more key information or operations technology systems,networks,hardware,processes and/or
213、 associated sites owned or operated by the Company or one of its service providers could have a material adverse impact on our business or reputation.We rely extensively on information and operational technology(IT/OT)systems,networks and services,including internet and intranet sites,data hosting a
214、nd processing facilities and technologies,physical security systems and other hardware,software and technical applications and platforms,many of which are managed,hosted,provided and/or used by third parties or their vendors,to assist in conducting our business.The various uses of these IT/OT system
215、s,networks and services include,but are not limited to:ordering and managing materials from suppliers;converting materials to finished products;shipping products to customers;marketing and selling products to consumers;collecting,transferring,storing and/or processing customer,consumer,employee,vend
216、or,investor and other stakeholderinformation and personal data,including such data from persons covered by an expanding landscape of privacy and dataregulations,such as citizens of the European Union who are covered by the General Data Protection Regulation(GDPR),residents of California covered by t
217、he California Consumer Privacy Act(CCPA),citizens of China covered by the PersonalInformation Protection Law(PIPL)and citizens of Brazil covered by the General Personal Data Protection Law(LGPD);summarizing and reporting results of operations,including financial reporting;managing our banking and ot
218、her cash liquidity systems and platforms;hosting,processing and sharing,as appropriate,confidential and proprietary research,business plans and financialinformation;collaborating via an online and efficient means of global business communications;complying with regulatory,legal and tax requirements;
219、providing data security;andhandling other processes necessary to manage our business.Numerous and evolving information security threats,including advanced persistent cybersecurity threats,pose a risk to the security of our services,systems,networks and supply chain,as well as to the confidentiality,
220、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 and may be difficult to detect for periods of time,we may face difficulties in anticipating and implementing adequate preventati
221、ve measures or fully mitigating harms after such an 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 serv
222、ice attacks,phishing,social engineering,hacking and other cyber-attacks.Such attacks may originate from outside parties,hackers,criminal organizations or other threat actors,including nation states.In addition,insider actors-malicious or otherwise-could cause technical disruptions and/or confidentia
223、l data leakage.We cannot guarantee that our security efforts or the security efforts of our third-party providers will prevent material breaches,operational incidents or other breakdowns to our or our third-party providers IT/OT databases or systems.A breach of our data security systems or failure o
224、f our IT/OT databases and systems 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 suf
225、fer significant unavailability of key operations,or inadvertent disclosure of,lack of integrity of,or loss of our sensitive business or stakeholder information,6 The Procter&Gamble Companyincluding personal information,due to any number of causes,including catastrophic events,natural disasters,power
226、 outages,computer and telecommunications failures,improper data handling,viruses,phishing attempts,cyber-attacks,malware and ransomware attacks,security breaches,security incidents or employee error or malfeasance,and our business continuity plans do not effectively address these failures on a timel
227、y 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 ceas
228、e to function properly,we may have to make a significant investment to repair or replace them.In addition,if a ransomware attack or other cybersecurity incident occurs,either internally or at our third-party technology service providers,we could be prevented from accessing our data or systems,which
229、may cause interruptions or delays in our business operations,cause us to incur remediation costs,subject us to demands to pay a ransom or damage our reputation.In addition,such events could result in unauthorized disclosure of confidential information or stakeholder information,including personal in
230、formation,and we may suffer financial and reputational damage because of lost or misappropriated information belonging to us or to our partners,our employees,customers and suppliers.Additionally,we could be exposed to potential liability,litigation,governmental inquiries,investigations or regulatory
231、 enforcement actions;and we could be subject to payment of fines or other penalties,legal claims by our suppliers,customers or employees and significant remediation costs.Periodically,we also upgrade our IT/OT systems or adopt new technologies.If such a new system or technology does not function pro
232、perly or otherwise exposes us to increased cybersecurity breaches and failures,it could affect our ability to order materials,make and ship orders and process payments in addition to other operational and information integrity and loss issues.The costs and operational consequences of responding to t
233、he above items and implementing remediation measures could be significant and could adversely impact our results of operations and cash flows.We must successfully manage the demand,supply and operational challenges associated with the effects of any future disease outbreak,including epidemics,pandem
234、ics 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
235、or significant volatility in demand for one or more of our products,which may be causedby,among other things:the temporary inability of consumers to purchase our products due to illness,quarantine or othertravel restrictions or financial hardship,shifts in demand away from one or more of our more di
236、scretionary or higher pricedproducts to lower priced products,or stockpiling or similar pantry-loading activity.If prolonged,such impacts can furtherincrease the difficulty of business or operations planning and may adversely impact our results of operations and cashflows;orSignificant changes in th
237、e political conditions in markets in which we manufacture,sell or distribute our products,including quarantines,import/export restrictions,price controls,or governmental or regulatory actions,closures or otherrestrictions that limit or close our operating and manufacturing facilities,restrict our em
238、ployees ability to travel or performnecessary business functions,or otherwise prevent our third-party partners,suppliers or customers from sufficientlystaffing operations.Despite efforts to manage and remedy these impacts,their ultimate impact also depends on factors beyond our knowledge or control,
239、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.BUSINESS STRATEGY&ORGANIZATIONAL RISKS Our ability to meet our growth targets depends on successful product,marketing and operations innovation a
240、nd successful responses to competitive innovation,evolving digital marketing and selling platforms and changing consumer habits.We are a consumer products company that relies on continued global demand for our brands and products.Achieving our business results depends,in part,on successfully develop
241、ing,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,to obtain,maintain and enforce necessary intellectu
242、al property protections and to avoid infringing upon the intellectual property rights of others and to continue to deliver efficient and effective marketing across evolving media and mobile platforms with dynamic and increasingly more restrictive privacy requirements.We must also successfully respon
243、d 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,platform evolution and changing consumer habits could compromise our competitive position and adversely impact ou
244、r financial condition,results of operations or cash flows.We must successfully manage ongoing acquisition,joint venture and divestiture activities.As a company that manages a portfolio of consumer brands,our ongoing business model includes a certain level of acquisition,joint venture and divestiture
245、 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
246、 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 The Procter&Gamble Company 7venture activities,if:1)changes in the cash flows or other market-based assumptions cause the value
247、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 intangibl
248、e assets.Our business results depend on our ability to successfully manage productivity improvements and ongoing organizational change,including attracting and retaining key talent as part of our overall succession planning.Our financial projections assume certain ongoing productivity improvements a
249、nd 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 organiz
250、ational 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,compe
251、tition 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
252、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.LEGAL®ULATORY RISKS We must successfully manage compliance with current and expanding laws an
253、d regulations,as well as manage new and pending legal and regulatory matters in the U.S.and abroad.Our business is subject to a wide variety of laws and regulations across the countries in which we do business,including those laws and regulations involving intellectual property,product liability,pro
254、duct composition or formulation,packaging content or corporate responsibility for packaging and product disposal,marketing,antitrust and competition,privacy,data protection,environmental(including increasing focus on the climate,water and waste impacts of consumer packaged goods companies operations
255、 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 f
256、inancial reporting or other matters.In addition,increasing governmental and societal attention to environmental,social and governance(ESG)matters,including expanding mandatory and voluntary reporting,diligence and disclosure on topics such as climate change,waste production,water usage,human capital
257、,labor and risk oversight,could 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 a
258、gencies,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
259、 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
260、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 t
261、hese 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 o
262、r costs in excess of the amounts accrued to date,that may also materially impact our results of operations and financial position.Changes in applicable tax laws and regulations and resolutions of tax disputes could negatively affect our financial results.The Company is subject to taxation in the U.S
263、.and numerous foreign jurisdictions.Changes in the various tax laws can and do occur.For example,in December 2017,the U.S.government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act(the U.S.Tax Act).The changes included in the U.S.Tax Act were broad and complex
264、.Under the current U.S.presidential administration,comprehensive federal income tax reform has been proposed,including an increase in the U.S.Federal corporate income tax rate,elimination of certain investment incentives and an increase in U.S.taxation of non-U.S.earnings.While these proposals are c
265、ontroversial,likely to change during the legislative process and may prove difficult to enact as proposed in the current closely divided U.S.Congress,their impact could nonetheless be significant.Additionally,longstanding international tax norms that determine each countrys jurisdiction to tax cross
266、-border international trade are subject to potential evolution.An outgrowth of the original Base Erosion and Profit Shifting(BEPS)project is a project undertaken by the approximately 140 member countries of the expanded Organisation for Economic Co-operation and Development(OECD)Inclusive Framework
267、focused on Addressing the Challenges of the Digitalization of the Economy.The breadth of this project extends beyond pure digital businesses and,as proposed,would likely impact a large portion of multinational businesses by potentially redefining jurisdictional taxation rights in market countries an
268、d establishing a global minimum tax.In December 2022,the European Union(EU)approved a directive requiring member states to incorporate a 15%global minimum tax into their respective domestic laws effective for fiscal years beginning on or after December 31,2023.In 8 The Procter&Gamble Companyaddition
269、,several non-EU countries have recently proposed and/or adopted legislation consistent with the global minimum tax framework.Important details of these minimum tax developments are still to be determined and,in some cases,enactment and timing remain uncertain.While it is too early to assess the over
270、all impact of these potential changes,as these and other tax laws and related regulations are revised,enacted and implemented,our financial condition,results of operations and cash flows could be materially impacted.Furthermore,we are subject to regular review and audit by both foreign and domestic
271、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,may differ materially from the tax amou
272、nts recorded in our Consolidated Financial Statements,which could adversely impact our results of operations and cash flows.Item 1B.Unresolved Staff Comments.None.Item 2.Properties.In the U.S.,we own and operate 24 manufacturing sites located in 18 different states.In addition,we own and operate 80
273、manufacturing sites in 34 other countries.Many of the domestic and international sites manufacture products for multiple businesses.Beauty products are manufactured at 23 of these locations;Grooming products at 17;Health Care products at 20;Fabric&Home Care products at 37;and Baby,Feminine&Family Ca
274、re products at 37.We own our Corporate headquarters in Cincinnati,Ohio.We own or lease our principal regional general offices in Switzerland,Panama,Singapore,China and the United Arab Emirates.We own or lease our principal regional shared service centers in Costa Rica,the United Kingdom and the Phil
275、ippines.Management believes that the Companys sites are adequate to support the business and that the properties and equipment have been well maintained.Item 3.Legal Proceedings.The Company is subject,from time to time,to certain legal proceedings and claims arising out of our business,which cover a
276、 wide range of matters,including antitrust and trade regulation,product liability,advertising,contracts,environmental issues,patent and trademark matters,labor and employment matters and tax.In addition,SEC regulations require that we disclose certain environmental proceedings arising under Federal,
277、State or local law when a governmental authority is a party and such proceeding involves potential monetary sanctions that the Company reasonably believes will exceed a certain threshold($1 million or more).There are no relevant matters to disclose under this Item for this period.See Note 13 to our
278、Consolidated Financial Statements for information on certain legal proceedings for which there are contingencies.This item should be read in conjunction with the Companys Risk Factors in Part I,Item 1A for additional information.Item 4.Mine Safety Disclosure.Not applicable.The Procter&Gamble Company
279、 9 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The names,ages and positions held by the Executive Officers of the Company on August 4,2023,are:Name Position Age First Elected to Officer Position Jon R.Moeller Chairman of the Board,President and Chief Executive Officer 59 2009(1)Shailesh Jejurikar Chief
280、 Operating Officer 56 2018(2)Andre Schulten Chief Financial Officer 52 2021(3)Gary A.Coombe Chief Executive Officer-Grooming 59 2014(4)Jennifer L.Davis Chief Executive Officer-Health Care 52 2022(5)Ma.Fatima D.Francisco Chief Executive Officer-Baby,Feminine and Family Care and Executive Sponsor for
281、Gender Equality 55 2018(6)R.Alexandra Keith Chief Executive Officer-Beauty and Executive Sponsor for Corporate Sustainability 55 2017(7)Sundar Raman Chief Executive Officer-Fabric and Home Care 48 2021(8)Victor Aguilar Chief Research,Development and Innovation Officer 56 2020(9)Marc S.Pritchard Chie
282、f Brand Officer 63 2008()Balaji Purushothaman Chief Human Resources Officer 54 2023(10)Susan Street Whaley Chief Legal Officer and Secretary 49 2022(11)All the Executive Officers named above have been employed by the Company for more than the past five years.(1)Mr.Moeller previously served as Presid
283、ent and Chief Executive Officer(2021-2022),Vice Chairman,Chief Operating Officer and Chief Financial Officer(2019-2021),Vice Chairman and Chief Financial Officer(2017-2019)and as Chief Financial Officer(2009-2017).(2)Mr.Jejurikar previously served as Chief Executive Officer-Fabric and Home Care(2019
284、-2021),President-Global Fabric,Home Care and P&G Professional(2018-2019),and President-Global Fabric Care and Brand-Building Officer Global Fabric&Home Care(2015-2018).(3)Mr.Schulten previously served as Senior Vice President-Baby Care,North America(2018-2021)and Senior Vice President-Finance&Accoun
285、ting,Global Baby,Feminine and Family Care(2014-2018).(4)Mr.Coombe previously served as President-Europe Selling&Market Operations(2014-2018).(5)Ms.Davis previously served as President-Feminine Care(2019-2022),President-Global Feminine Care(2018-2019),and Vice President-Feminine Care,North America an
286、d Brand Franchise Leader,Tampax(2016-2018).(6)Ms.Francisco previously served as Chief Executive Officer-Baby and Feminine Care(2019-2021),President-Global Baby Care and Baby&Feminine Care Sector(2018-2019),and President-Global Feminine Care(2015-2018).(7)Ms.Keith previously served as Chief Executive
287、 Officer-Beauty(2017-2022).(8)Mr.Raman previously served as President-Home Care and P&G Professional(2020-2021),President-Fabric Care,North America and P&G Professional(2019-2020),and Vice President-Fabric Care,North America(2015-2019).(9)Mr.Aguilar previously served as Senior Vice President-Researc
288、h&Development,Corporate Function Research&Development(2020),Senior Vice President-Research&Development,Corporate Function Research&Development and Global Fabric Care(2019),and Senior Vice President-Research&Development Global Fabric Care;and Sector Leader,Research&Development Global Fabric and Home
289、Care(2014-2019).(10)Mr.Purushothaman previously served as Senior Vice President-Human Resources,Global Total Rewards,Employee and Labor Relations and Corporate Services(2020-2022)and as Senior Vice President-Human Resources,Beauty,Grooming,and Family Care(2015-2020).(11)Ms.Whaley previously served a
290、s Senior Vice President and General Counsel-North America,Practice Groups and Sector Business Units(2019-2022),and Vice President and General Counsel-North America,Global Go-To-Market and Practice Groups,and Global Business Units(2016-2019).10 The Procter&Gamble CompanyPART II Item 5.Market for Regi
291、strants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.ISSUER PURCHASES OF EQUITY SECURITIES PeriodTotal Number of Shares Purchased(1)Average Price Paid per Share(2)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(3)Approximate Dol
292、lar Value of Shares that May Yet Be Purchased Under Our Share Repurchase Program4/1/2023-4/30/2023 (3)5/1/2023-5/31/2023 (3)6/1/2023-6/30/2023 914,324$149.95 (3)Total 914,324$149.95 (3)(1)All transactions are reported on a trade date basis and were made in the open market with large financial instit
293、utions.This table excludesshares withheld from employees to satisfy minimum tax withholding requirements on option exercises and other equity-basedtransactions.The Company administers cashless exercises through an independent third party and does not repurchase stock in connection with cashless exer
294、cises.(2)Average price paid per share for open market transactions excludes commission.(3)On April 21,2023,the Company stated that in fiscal year 2023 the Company expected to reduce outstanding shares through direct sharerepurchases at a value of$7.4 to$8.0 billion,notwithstanding any purchases unde
295、r the Companys compensation and benefit plans.Theshare repurchases were authorized pursuant to a resolution issued by the Companys Board of Directors and were financed through acombination of operating cash flows and issuance of debt.The total value of the shares purchased under the share repurchase
296、 plan was$7.4 billion.The share repurchase plan ended on June 30,2023.Additional information required by this item can be found in Part III,Item 12 of this Form 10-K.SHAREHOLDER RETURN PERFORMANCE GRAPHS Market and Dividend Information P&G has been paying a dividend for 133 consecutive years since i
297、ts incorporation in 1890 and has increased its dividend for 67 consecutive years since 1956.Over the past ten years,the dividend has increased at an annual compound average rate of 5%.Nevertheless,as in the past,further dividends will be considered after reviewing dividend yields,profitability and c
298、ash flow expectations and financing needs and will be declared at the discretion of the Companys Board of Directors.(in dollars;split-adjusted)1956 1963 1973 1983 1993 2003 2013 2023 Dividends per share$0.01$0.02$0.05$0.14$0.28$0.82$2.29$3.68 The Procter&Gamble Company 11Common Stock Information P&G
299、 trades on the New York Stock Exchange under the stock symbol PG.As of June 30,2023,there were approximately five million common stock shareowners,including shareowners of record,participants in P&G stock ownership plans and beneficial owners with accounts at banks and brokerage firms.Shareholder Re
300、turn The following graph compares the cumulative total return of P&Gs common stock for the five-year period ended June 30,2023,against the cumulative total return of the S&P 500 Stock Index(broad market comparison)and the S&P 500 Consumer Staples Index(line of business comparison).The graph and tabl
301、e assume$100 was invested on June 30,2018,and that all dividends were reinvested.Cumulative Value of$100 Investment,through June 30 Company Name/Index 2018 2019 2020 2021 2022 2023 P&G$100$145$162$188$205$222 S&P 500 100 110 119 167 149 179 S&P 500 Consumer Staples 100 116 121 149 159 169 Item 6.Int
302、entionally Omitted.Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.Forward-Looking Statements Certain statements in this report,other than purely historical information,including estimates,projections,statements relating to our business plans,objectives an
303、d expected operating results,and the assumptions upon which those statements are based,are“forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995,Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.Forward-lo
304、oking statements may appear throughout this report,including without limitation,the following sections:“Managements Discussion and Analysis,”“Risk Factors”and Notes 4,8 and 13 to the Consolidated Financial Statements.These forward-looking statements generally are identified by the words“believe,”“pr
305、oject,”“expect,”“anticipate,”“estimate,”“intend,”“strategy,”“future,”“opportunity,”“plan,”“may,”“should,”“will,”“would,”“will be,”“will continue,”“will likely result”and similar expressions.Forward-looking statements are based on current expectations and assumptions,which are subject to risks and un
306、certainties that may cause results to differ materially from those expressed or implied in the forward-looking statements.We undertake no obligation to update or revise publicly any forward-looking statements,whether because of new information,future events or otherwise,except to the extent required
307、 by law.12 The Procter&Gamble CompanyRisks 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,currency exchange or pricing controls and localized volatil
308、ity;(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 manage disruptions in cre
309、dit markets or to our banking partners or changes to our credit rating;(4)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 variou
310、s factors,including ones outside of our control,such as natural disasters,acts of war(including the Russia-Ukraine War)or terrorism or disease outbreaks;(5)the ability to successfully manage cost fluctuations and pressures,including prices of commodities and raw materials and costs of labor,transpor
311、tation,energy,pension and healthcare;(6)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,an
312、d patents granted to,competitors;(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
313、 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 or similar matters that may arise;(10)the ability to successfully
314、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
315、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 uncertainties related to changing political and geopolitical conditions and potential implications such as
316、exchange rate fluctuations and market contraction;(13)the ability to successfully manage current and expanding regulatory and legal requirements and matters(including,without limitation,those laws and regulations involving product liability,product and packaging composition,intellectual property,lab
317、or and employment,antitrust,privacy and data protection,tax,the environment,due diligence,risk oversight,accounting and financial reporting)and to resolve new and pending matters within current estimates;(14)the ability to manage changes in applicable tax laws and regulations;(15)the ability to succ
318、essfully manage our ongoing acquisition,divestiture and joint venture activities,in each case to achieve the Companys overall business strategy and financial objectives,without impacting the delivery of base business objectives;(16)the ability to successfully achieve productivity improvements and co
319、st 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;(17)the ability to successfully manage the demand,supply and operationa
320、l challenges,as well as governmental responses or mandates,associated with a disease outbreak,including epidemics,pandemics or similar widespread public health concerns;(18)the ability to manage the uncertainties,sanctions and economic effects from the war between Russia and Ukraine;and(19)the abili
321、ty to successfully achieve our ambition of reducing our greenhouse gas emissions and delivering progress towards our environmental sustainability priorities.A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from those projected herein is
322、 included in the section titled Economic Conditions and Uncertainties and the section titled Risk Factors(Part I,Item 1A)of this Form 10-K.Purpose,Approach and Non-GAAP Measures The purpose of Managements Discussion and Analysis(MD&A)is to provide an understanding of Procter&Gambles financial condit
323、ion,results of operations and cash flows by focusing on changes in certain key measures from year to year.The MD&A is provided as a supplement to,and should be read in conjunction with,our Consolidated Financial Statements and accompanying Notes.The MD&A is organized in the following sections:Overvi
324、ewSummary of 2023 ResultsEconomic Conditions and UncertaintiesResults of OperationsSegment ResultsCash Flow,Financial Condition and LiquidityCritical Accounting Policies and EstimatesOther InformationThroughout the MD&A we refer to measures used by management to evaluate performance,including unit v
325、olume growth,net sales,net earnings,diluted net earnings per common share(diluted EPS)and operating cash flow.We also refer to a number of financial measures that are not defined under accounting principles generally accepted in the United States of America(U.S.GAAP),consisting of organic sales grow
326、th,core earnings per share(Core EPS),adjusted free cash flow and adjusted free cash flow productivity.Organic sales growth is net sales growth excluding the impacts of acquisitions and divestitures and foreign exchange from year-over-year comparisons.Core EPS is diluted EPS excluding certain items t
327、hat are not judged by management to be part of the Companys sustainable results or trends.Adjusted free cash flow is operating cash flow less The Procter&Gamble Company 13capital spending and excluding payments for the transitional tax resulting from the U.S.Tax Act.Adjusted free cash flow productiv
328、ity is the ratio of adjusted free cash flow to net earnings excluding certain one-time items.We believe these measures provide our investors with additional information about our underlying results and trends as well as insight to some of the metrics used to evaluate management.The explanation at th
329、e end of the MD&A provides more details on the use and the derivation of these measures as well as reconciliations to the most directly comparable U.S.GAAP measure.Management also uses certain market share and market consumption estimates to evaluate performance relative to competition despite some
330、limitations on the availability and comparability of share and consumption information.References to market share and consumption in the MD&A are based on a combination of vendor-purchased traditional brick-and-mortar and online data in key markets as well as internal estimates.All market share refe
331、rences represent the percentage of sales of our products in dollar terms on a constant currency basis relative to all product sales in the category.The Company measures quarter and fiscal year-to-date market shares through the most recent period for which market share data is available,which typical
332、ly reflects a lag time of one or two months as compared to the end of the reporting period.Management also uses unit volume growth to evaluate drivers of changes in net sales.Organic volume growth reflects year-over-year changes in unit volume excluding the impacts of acquisitions,divestitures and c
333、ertain one-time items,if applicable,and is used to explain changes in organic sales.OVERVIEW Procter&Gamble 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 approximately 180 countries and territories primarily through mass merchandisers,e-comme