PG 8-K
PROCTER & GAMBLE Co (PG)
8-K
2025-06-05
For: 2025-06-05
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Added on
April 02, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 5, 2025
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number) |
(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
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Emerging growth company
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended tramsition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
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ITEM 7.01 REGULATION FD DISCLOSURE
The Procter & Gamble Company (the “Company”) announced today a 2-year, non-core restructuring program while presenting at the Deutsche
Bank’s dbAccess Global Consumer Conference. The program includes three elements: portfolio choices, supply chain optimization and organization design. The program will include brand exits in certain markets, the details of which
will be announced at a later date. In addition, the portfolio choices will enable related interventions in the supply chain to drive various benefits, including efficiencies, faster innovation, and cost reduction. The Company also
expects to reduce up to 7,000 roles, or approximately 15% of our current non-manufacturing workforce. In connection with this announcement, the Company expects to record a total non-core charge of $1.0 to $1.6 billion before tax
over the course of the two-year program. The Company expects 25% of these charges to be non-cash.
The slides referenced in connection with the announcement are attached hereto as Exhibit 99.1 and are incorporated by reference herein.
The information contained in this 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01, “Regulation FD Disclosure.”
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
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Exhibit Number
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Description
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99.1
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Informational Slides Provided by The Procter & Gamble Company dated June 5, 2025.
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Forward-Looking Statements
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to
our business plans, objectives and 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. These forward-looking statements generally are identified by the words "believe," "project," "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 uncertainties 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 by law.
Risks 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, pricing controls or tariffs; (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 successfully manage uncertainties related to changing political and geopolitical conditions and potential implications such as exchange rate fluctuations, market contraction, boycotts, sanctions, tariffs or
other trade controls; (4) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (5) 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 various factors, including ones outside of our control, such as natural
disasters, acts of war or terrorism or disease outbreaks; (6) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation,
energy, pension and healthcare; (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 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 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 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 the demand, supply and operational challenges, as well as governmental responses or mandates, associated with a disease outbreak, including epidemics, pandemics or similar widespread public health
concerns; (13) 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, and patents granted to, competitors; (14) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve
the Company's overall business strategy and financial objectives, without impacting the delivery of base business objectives; (15) the ability to successfully achieve productivity improvements and cost 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; (16) 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,
manufacturing processes, intellectual property, labor and employment, antitrust, privacy, cybersecurity and data protection, artificial intelligence, tax, the environment, due diligence, risk oversight, accounting and
financial reporting) and to resolve new and pending matters within current estimates; (17) the ability to manage changes in applicable tax laws and regulations; and (18) the ability to successfully achieve our ambition of
reducing our greenhouse gas emissions and delivering progress towards our environmental sustainability priorities. For additional information concerning factors that could cause actual results and events to differ
materially from those projected herein, please refer to our most recent 10-K, 10-Q and 8-K reports.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE PROCTER & GAMBLE COMPANY
BY: /s/ Sandra T. Lane
Sandra T. Lane
Assistant Secretary
June 5, 2025
INDEX TO EXHIBIT(S)
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Exhibit Number
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Description
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The Procter & Gamble Company Regulation G Reconciliation of Non-GAAP Measures
In accordance with the SEC's Regulation G, the following provides definitions of the non-GAAP measures used in Procter & Gamble's
June 5, 2025, Deutsche Bank dbAccess Global Consumer Conference presentation, associated slides and other materials and the reconciliation to the most closely related GAAP measure. We believe that these measures provide useful perspective on
underlying business trends (i.e., trends excluding non-recurring or unusual items) and results and provide a supplemental measure of year-on-year results.
The non-GAAP measures described below are used by Management in making operating decisions, allocating financial resources and for
business strategy purposes. These measures may be useful to investors as they provide supplemental information about business performance and provide investors a view of our business results through the eyes of Management. Certain of these measures
are also used to evaluate senior management and are a factor in determining their at-risk compensation.
These non-GAAP measures are not intended to be considered by the user in place of the related GAAP measure, but rather as supplemental
information to our business results. These non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted.
The Company is not able to reconcile its forward-looking non-GAAP cash flow measure because the Company cannot predict the timing and
amounts of discrete items such as acquisition and divestitures, which could significantly impact GAAP results. Note that certain columns and rows may not add due to rounding.
The following measures are provided:
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1.
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Organic sales growth — page 2
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2.
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Core EPS and currency-neutral Core EPS — page 3
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3.
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Adjusted free cash flow productivity — page 4
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The Core earnings measures included in the following reconciliation tables refer to the equivalent GAAP measures adjusted as applicable for the following:
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•
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Intangible asset impairment:
In fiscal 2024, the Company recognized a non-cash, after-tax impairment charge of $1.0 billion ($1.3 billion before tax) to adjust the carrying value of the Gillette intangible asset acquired as part of the Company's 2005 acquisition of
The Gillette Company. In fiscal 2019, the Company recognized a one-time, non-cash, after-tax charge of $8.0 billion ($8.3 billion before tax) to adjust the carrying values of the Shave Care reporting unit. This was comprised of a before
and after-tax impairment charge of $6.8 billion related to goodwill and an after-tax impairment charge of $1.2 billion ($1.6 billion before tax) to reduce the carrying value of the Gillette indefinite-lived intangible assets.
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Incremental restructuring:
The Company has historically had an ongoing level of restructuring activities of approximately $250 - $500 million before tax. In fiscal 2024, the Company started a limited market portfolio restructuring of its business operations,
primarily in certain Enterprise Markets, including Argentina and Nigeria, to address challenging macroeconomic and fiscal conditions. During the period ended September 30, 2024, the Company completed this limited market portfolio
restructuring with the substantial liquidation of its operations in Argentina. Beginning fiscal 2012, the Company had a strategic productivity and cost savings initiative that resulted in incremental restructuring charges through fiscal
2020. The adjustments to Core earnings include only the restructuring costs above what we believe are the normal recurring level of restructuring costs.
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Early debt extinguishment charge: In fiscal 2021, 2018 and 2017, the company recorded after tax charges due to early extinguishment of certain long-term debt. These charges represent the difference between the reacquisition price and the par value of the debt
extinguished.
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Gain on dissolution of the PGT Healthcare partnership: The Company dissolved our PGT Healthcare partnership, a venture between the Company and Teva Pharmaceuticals Industries, Ltd (Teva) in the OTC consumer healthcare business, in fiscal 2019. The transaction was
accounted for as a sale of the Teva portion of the PGT business and the Company recognized an after-tax gain on the dissolution.
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Anti-dilutive impacts:
The Shave Care impairment charges in fiscal 2019 caused certain equity instruments that are normally dilutive (and hence normally assumed converted or exercised for the purposes of determining diluted net earnings per share) to be
anti-dilutive. Accordingly, for U.S. GAAP diluted earnings per share, these instruments were not assumed to be concerted or exercised. Specifically, certain of our preferred shares and share-based equity awards were not included in the
diluted weighted average common shares outstanding. As a result of the non-GAAP Shave Care impairment adjustment, these instruments are dilutive for non-GAAP earnings per share.
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Transitional impacts of the U.S. Tax Act: The U.S. government
enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Act”) in December 2017. This resulted in a net charge for the fiscal year 2018. The adjustment to Core earnings includes only this
transitional impact. It does not include the ongoing impacts of the lower U.S. statutory rate on pre-tax earnings.
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We do not view the above items to be part of our sustainable results, and their exclusion from Core earnings measures provides a more comparable measure of
year-on-year results. These items are also excluded when evaluating senior management in determining their at-risk compensation.
Organic sales growth: Organic sales
growth is a non-GAAP measure of sales growth excluding the impacts of acquisitions and divestitures and foreign exchange from year-over-year comparisons. We believe this measure provides investors with a supplemental understanding of underlying
sales trends by providing sales growth on a consistent basis. This measure is used in assessing the achievement of management goals for at-risk compensation.
Core EPS and currency-neutral Core EPS: Core net earnings per share, or Core EPS, is a measure of the Company's diluted net earnings per common share (diluted EPS) adjusted for items as indicated. Currency-neutral Core EPS is a measure of the Company's Core EPS excluding the
incremental current year impact of foreign exchange. We believe these non-GAAP measures provide a supplemental perspective to the Company’s operating efficiency over time.
Adjusted free cash flow: Adjusted
free cash flow is defined as operating cash flow less capital spending and adjusted for certain other items as indicated. Adjusted free cash flow represents the cash that the Company is able to generate after taking into account planned maintenance
and asset expansion. Management views adjusted free cash flow as an important measure because it is one factor used in determining the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investment.
Adjusted free cash flow productivity:
Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings adjusted as indicated. Management views adjusted free cash flow productivity as useful measures to help investors understand P&G’s ability
to generate cash. These measures are used by management in making operating decisions, allocating financial resources and for budget planning purposes. This measure is also used in assessing the achievement of management goals for at-risk
compensation.
1. Organic sales growth:
Prior Periods
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Total Company
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Net Sales Growth
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Foreign Exchange Impact
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Acquisition/ Divestiture Impact/Other*
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Organic Sales Growth
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FY 2025 Q1-Q3
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—%
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1%
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1%
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2%
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FY 2024
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2%
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2%
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—%
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4%
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FY 2023
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2%
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5%
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—%
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7%
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FY 2022
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5%
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2%
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—%
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7%
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FY 2021
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7%
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(1)%
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—%
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6%
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FY 2020
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5%
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2%
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(1)%
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6%
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FY 2019
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1%
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4%
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—%
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5%
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FY 2018
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3%
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(2)%
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—%
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1%
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FY 2017
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—%
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2%
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—%
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2%
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*Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures, the impact from the July 1,
2018, adoption of new accounting standards for “Revenue from Contracts with Customers”, the impact of India Goods and Services Tax implementation in fiscal 2018 and rounding impacts necessary to reconcile net sales to organic sales.
Nine Months Ended March 31, 2025
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Net Sales Growth
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Foreign Exchange Impact
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Acquisition/ Divestiture Impact/Other*
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Organic Sales Growth
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Grooming
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—%
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2%
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1%
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3%
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*Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures and rounding impacts necessary to reconcile net
sales to organic sales.
Organic Sales
Guidance
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Total Company
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Net Sales Growth
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Combined Foreign Exchange & Acquisition/Divestiture Impact/Other*
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Organic Sales Growth
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FY 2025 (Estimate)
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—%
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+2%
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+2%
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*Combined Foreign Exchange & Acquisition/Divestiture Impact/Other includes foreign exchange impacts, the volume and mix impact of
acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales.
2. Core EPS and currency-neutral Core EPS:
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Nine Months Ended March 31
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FY 2025
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FY 2024
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Diluted EPS
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$5.03
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$4.75
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Incremental restructuring
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0.33
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0.02
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Intangible asset impairment
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—
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0.42
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Core EPS
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$5.35
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$5.19
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Percentage change vs. prior period
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3%
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Note – All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction.
Prior Fiscal Years
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Average
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FY 2024
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FY 2023
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FY 2022
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FY 2021
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FY 2020
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FY 2019
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FY 2018
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FY 2017
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FY 2016
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Diluted EPS
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$6.02
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$5.90
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$5.81
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$5.50
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$4.96
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$1.43
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$3.67
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$3.69
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$3.49
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Intangible asset impairment
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0.42
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3.03
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Incremental restructuring
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0.15
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0.16
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0.13
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0.23
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0.10
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0.18
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Early debt extinguishment
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0.16
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0.09
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0.13
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Gain on dissolution of PGT partnership
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(0.13)
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Anti-dilutive impacts
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0.06
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Transitional impact of U.S. Tax Act
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0.23
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Core EPS
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$6.59
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$5.90
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$5.81
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$5.66
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$5.12
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$4.52
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$4.22
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$3.92
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$3.67
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Percentage change vs. prior period Core EPS
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7.9%
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12%
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2%
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3%
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11%
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13%
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7%
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8%
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7%
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Currency impact to earnings
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0.23
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0.55
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0.11
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0.04
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0.15
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0.35
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(0.05)
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0.15
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Currency-Neutral Core EPS
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$6.82
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$6.45
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$5.92
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$5.70
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$5.27
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$4.87
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$4.17
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$4.07
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Percentage change vs. prior period Core EPS
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16%
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11%
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5%
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11%
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17%
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15%
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6%
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11%
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Note – All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction.
Guidance
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Total Company
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Diluted EPS Growth
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Impact of Incremental Non-Core Items
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Core EPS Growth
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Impact of FX
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Currency-neutral Core EPS Growth
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FY 2025 (Estimate)
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+6% to +8%
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(4)%
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+2% to +4%
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1%
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+3% to +5%
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3. Adjusted free cash flow productivity (dollar amounts in millions):
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Twelve Months Ended June 30
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Fiscal Year
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Operating Cash Flow
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Capital Spending
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Adjustments to Operating Cash Flow*
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Adjusted Free Cash Flow
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Net Earnings
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Adjustments to Net Earnings**
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Net Earnings as Adjusted
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Adjusted Free Cash Flow Productivity
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2024
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$19,846
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$(3,322)
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$422
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$16,946
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$14,974
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$1,242
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$16,216
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105%
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2023
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$16,848
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$(3,062)
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$225
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$14,011
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$14,738
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—
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$14,738
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95%
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2022
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$16,723
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$(3,156)
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$225
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$13,792
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$14,793
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—
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$14,793
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93%
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2021
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$18,371
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$(2,787)
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$225
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$15,809
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$14,352
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$427
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$14,779
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107%
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2020
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$17,403
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$(3,073)
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$543
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$14,873
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$13,103
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—
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$13,103
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114%
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2019
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$15,242
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$(3,347)
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$235
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$12,130
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$3,966
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$7,625
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$11,591
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105%
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2018
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$14,867
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$(3,717)
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—
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$11,150
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$9,861
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$845
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$10,706
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104%
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2017
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$12,753
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$(3,384)
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$418
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$9,787
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$15,411
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$(4,990)
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$10,421
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94%
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2016
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$15,435
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$(3,314)
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—
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$12,121
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$10,604
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$(72)
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$10,532
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115%
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2015
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$14,608
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$(3,736)
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$729
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$11,601
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$7,144
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$4,187
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$11,331
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102%
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10-Year Average
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$13,222
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$12,821
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103%
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* Adjustments to Operating Cash Flow include transitional tax payments resulting from the U.S. Tax Act in fiscals 2024,
2023, 2022, 2021, 2020 and 2019; tax payments related to the Merck OTC Consumer Healthcare acquisition in fiscal 2020; tax payments related to the Beauty Brands divestiture in fiscal 2017; and tax payments related to the Pet Care divestiture in
fiscal 2015.
** Adjustments to Net Earnings include the Gillette intangible asset impairment charge and non-cash charge for accumulated foreign currency translation losses
due to the substantial liquidation of operations in certain Enterprise Markets including Nigeria in fiscal 2024; early debt extinguishment charges in fiscal 2021; Shave Care impairment charges and the gain on the dissolution of the PGT Healthcare
partnership in fiscal 2019; transitional impact of the U.S. Tax Act in fiscal 2018; losses on early debt extinguishment in fiscals 2018 and 2017; the gain on the sale of the Beauty Brands business in 2017; the gain on the sale of the Batteries
business in fiscal 2016; the Batteries business impairment charges in fiscals 2016 and 2015; and the Venezuelan deconsolidation charge in fiscal 2015.