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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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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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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 9.01 FINANCIAL STATEMENTS AND 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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| 104 |
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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Exhibit Number
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Description
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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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•
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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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•
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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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•
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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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•
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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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•
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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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•
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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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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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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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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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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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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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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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Twelve Months Ended June 30
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Fiscal Year
|
Operating Cash Flow
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Capital Spending
|
Adjustments to Operating Cash Flow*
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Adjusted Free Cash Flow
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Net Earnings
|
Adjustments to Net Earnings**
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Net Earnings as Adjusted
|
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
|
$14,011
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$14,738
|
—
|
$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
|
$13,792
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$14,793
|
—
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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
|
$15,809
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$14,352
|
$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
|
$14,873
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$13,103
|
—
|
$13,103
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114%
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|
2019
|
$15,242
|
$(3,347)
|
$235
|
$12,130
|
$3,966
|
$7,625
|
$11,591
|
105%
|
|
2018
|
$14,867
|
$(3,717)
|
—
|
$11,150
|
$9,861
|
$845
|
$10,706
|
104%
|
|
2017
|
$12,753
|
$(3,384)
|
$418
|
$9,787
|
$15,411
|
$(4,990)
|
$10,421
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94%
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2016
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$15,435
|
$(3,314)
|
—
|
$12,121
|
$10,604
|
$(72)
|
$10,532
|
115%
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|
2015
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$14,608
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$(3,736)
|
$729
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$11,601
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$7,144
|
$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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