P&G 2016
Annual Report
FINANCIAL HIGHLIGHTS (UNAUDITED)
Amounts in billions, except per share amounts
NET SALES ($ BILLIONS)
2016
2015
2014
2013
2012
$74.4
$73.9
$73.1
2016
2015
2014
2013
2012
$65.3
$70.7
$74.4
$73.9
$73.1
Net sales
Operating income
Net earnings attributable
to Procter & Gamble
$65.3 $70.7
13.4
10.5
11.0
7.0
Net earnings margin from
Diluted net earnings per
common share from
continuing operations(1)
continuing operations 15.4% 11.7% 14.3% 14.0%
$3.49 $2.84
common share(1) 3.69 2.44
$2.66 $2.59
Dividends per
common share
Diluted net earnings per
$3.50
$3.63
$2.29
$2.45
3.86
4.01
12.1%
$2.97
3.66
$2.14
13.9
13.1
12.5
OPER ATING C ASH FLOW ($ BILLIONS)
11.6
11.3
10.8
2016
2015
2014
2013
2012
$15.4
$14.6
$14.0
$14.9
$13.3
DILUTED NET E ARNINGS (PER COMMON SHARE)
2016
2015
2014
2013
2012
$2.44
$3.69
$4.01
$3.86
$3.66
2016 NET SALES BY BUSINESS SEGMENT (2)
2016 NET SALES BY MARKET MATURIT Y
Grooming
11%
Health Care
11%
28%
Baby, Feminine
and Family Care
Fabric and
Home Care
32%
18%
Beauty
Developing
Markets
35%
65%
Developed
Markets
2016 NET SALES BY GEOGR APHIC REGION
North America
44%
Latin America
8%
Europe
23%
Greater China
8%
Asia Pacific
9%
India,
Middle East
& Africa (IMEA)
8%
(1) Diluted net earnings per common share are calculated based on net earnings attributable to Procter & Gamble.
(2) These results exclude net sales in Corporate.
VARIOUS STATEMENTS IN THIS ANNUAL REPORT, including estimates, projections, objectives and expected results, 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 and are generally identified by the
words “believe,” “expect,” “anticipate,” “intend,” “opportunity,” “plan,” “project,” “will,” “should,” “could,” “would,” “likely” and similar expressions. 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 on pages 2–6 of this Annual Report. We undertake no obligation to update or revise publicly any forward-looking statements.
Brand names referenced in this Annual Report are trademarks of The Procter & Gamble Company or one of its subsidiaries. All other brand names are trademarks of their respective owners.
Dear Shareholders,
Fiscal 2016 was a year of progress in our journey to return P&G’s results to a balance
of top-line growth, bottom-line growth and cash generation. We increased investments
in innovation, advertising and sales coverage to enhance our long-term prospects
for faster, sustainable sales growth. We stabilized top-line growth rates in several
key markets. We delivered another strong year of productivity improvement and cost
savings. We made significant steps in our portfolio transformation — completing the
Duracell transaction in February, negotiating and preparing for the sale of 41 beauty
brands to Coty Inc., and streamlining the product lineups in our ongoing businesses.
We made this progress during a challenging year. We faced significant foreign
exchange headwinds, which reduced sales growth by six percentage points and
core earnings per share by nine percentage points. We faced slowing market
growth, and economic and political disruptions in many large markets. We made
choices to exit several lines of unprofitable business, which reduced organic sales
growth. Earnings were impacted by reduced exports to Venezuela.
Despite these challenges, we delivered organic sales growth within our initial
guidance range, and free cash flow productivity was above our initial expectations.
Core earnings per share were at the low end of our initial guidance range due primarily
to over half a billion dollars after-tax of incremental foreign exchange impacts that
occurred after we had set our targets for the year.
• All-in sales declined 8%; organic sales grew 1%
• All-in earnings per share increased 51%; core earnings per share declined 2%
• Free cash flow was $12.1 billion, with adjusted free cash flow productivity of 115%
TABLE OF CONTENTS
i
Letter to Shareholders
ii
P&G’s 10 Categories
ix
Form 10-K
29
Measures Not Defined by U.S. GAAP
Company and Shareholder Information 73
Global Company Leadership
Board of Directors
Recognition
Citizenship
74
75
76
Inside Back Cover
David S. Taylor
Chairman of the Board,
President and Chief Executive Officer
ii • The Procter & Gamble Company
We continued to build on our strong track record of returning cash to you, our
shareholders. We paid $7.4 billion in dividends, increasing our dividend for the 60th
consecutive year. We reduced shares outstanding by more than $8 billion through
a combination of share repurchases and shares that were exchanged in the Duracell
transaction. In total, P&G delivered nearly $16 billion of value for shareholders.
We made progress in a challenging environment, but we know we need to do better.
We are focused on streamlining and strengthening our product portfolio, improving
productivity and our cost structure, building the foundation for stronger top-line
growth, and strengthening our organization and culture. These are the choices we’re
focused on to raise the bar on P&G’s performance to consistently deliver balanced
growth and leadership value creation.
Streamlining Our
Product Portfolio
We’re organizing our portfolio around 10 category-based
business units and about 65 brands. These are categories
where P&G has leading market positions and where product
technologies deliver performance differences that matter
to consumers. We’re focusing on categories where product
performance drives purchase decisions — where there
are clear consumer jobs to be done and objective
measures of performance. These are products in
financially attractive categories, which consumers
purchase and use on a daily basis. These 10 category-
based business units have historically grown faster
with higher margins than the balance of the company.
Within these core categories, we are streamlining
our product lines. For example, we are making smart
choices to discontinue undifferentiated, unprofitable
and commoditizing products in favor of more profitable,
consumer-preferred and differentiated products in a number of
markets and businesses around the world, including Mexico, India
and Fabric Care. Combined, these choices caused about a one-point drag
on organic sales growth in fiscal 2016 and are expected to continue to be a
headwind in fiscal 2017.
10
P&G’s
Categories
As we complete this work, our portfolio of brands and products will be better
positioned for stronger and more profitable growth.
Explore our brands
and categories
The Procter & Gamble Company • iii
Consumers at the Center
P&G’s aspiration is to serve the world’s consumers better
than our best competitors, in every category and every
country where we choose to compete — creating superior
shareholder value in the process.
We’re organizing our portfolio around 10 category-based
business units and about 65 brands. These are categories
where P&G has leading market positions and where
We have
deep consumer
understanding
in our categories.
P&G is a global
leader in all
these categories.
product technologies deliver performance differences that
matter to consumers.
We’re focusing on categories where product performance
drives purchase decisions — where there are clear consumer
jobs to be done and objective measures of performance.
These are products in financially attractive categories,
which consumers purchase and use on a daily basis.
FABRIC C ARE
Laundry Detergents, Fabric Enhancers,
Laundry Additives
HOME C ARE
Dish Care, Air Care, Surface Care,
P&G Professional
GROOMING
Male Blades & Razors, Female Blades & Razors,
Pre- and Post-Shave Products,
Appliances, Other Shave Care
OR AL C ARE
Toothbrushes, Toothpaste,
Other Oral Care
BABY C ARE
Diapers and Pants,
Baby Wipes
FEMININE C ARE
Feminine Care,
Adult Incontinence
FAMILY C ARE
Paper Towels, Tissues,
Toilet Paper
PERSONAL HE ALTH C ARE
Gastrointestinal, Respiratory,
Rapid Diagnostics, Vitamins / Minerals /
Supplements, Other Personal Health Care
HAIR C ARE
Shampoo, Conditioner,
Styling Aids, Treatments
SKIN AND PERSONAL C ARE
Skin Care, Antiperspirant and Deodorant,
Personal Cleansing
iv • The Procter & Gamble Company
Improving Productivity and Cost Structure
We continue to improve cost and cash productivity with significant upside ahead.
Productivity is the fuel for top- and bottom-line growth. We have delivered and
exceeded $10 billion in savings over the past five fiscal years across cost of goods
sold, marketing spending and overhead.
In cost of goods sold, our original target was $6 billion in savings over five years,
from fiscal 2012 to 2016. We delivered over $7 billion, with savings at or above
target each year.
In marketing spending, we have delivered strong savings over the last two years in
non-working agency fees and commercial production costs. We’ve been reinvesting
these savings in marketing programs that improve the reach, frequency or continuity
of our advertising, and in programs such as product sampling that generate trial
of our superior products.
In overhead, the decision to reduce enrollment was difficult, but was made with
careful consideration of what is best for the health of the business. Since 2011,
we have reduced non-manufacturing roles by about 25%, which is two-and-a-half
times the original target. Including divestitures, we’ll reduce non-manufacturing
roles by about 35% by the end of fiscal 2017.
Productivity cost savings have been essential to offset $4 billion of negative
foreign exchange impacts over the last four years. These savings have enabled
us to improve constant currency gross and operating profit margins and deliver
high-single- to double-digit constant currency core earnings per share growth
in each of these years.
We believe we can deliver up to an additional $10 billion in productivity
improvements over the next five years. As with the first $10 billion, we expect
the large majority of our savings will come from cost of goods sold.
Supply chain transformation is in its early stages. We started in North America.
Europe is following, and then we will move on to Latin America and India,
Middle East and Africa. We’re in investment mode now, with savings to ramp
up over the next two to four years.
More opportunity exists for savings in marketing spending, particularly in non-
working fees and production costs. We will also optimize the reach, effectiveness
and efficiency of media spending through the right mix of TV advertising and
digital — across search, social, video and mobile — to reach consumers when
and where they spend their time.
As we fully operationalize the new, focused 10-category company, there will be
additional opportunities to increase organization efficiency, agility and speed
of decision making.
Finally, we are working to improve the effectiveness of our promotional spending
by changing how we use these funds to give our sales teams more flexibility to invest
in what drives the most profitable growth. We see clear opportunities to improve
the effectiveness of promotional spending for us and for our retail partners to grow
categories and brands profitably.
Going forward, we expect to reinvest a significant amount of the productivity
savings back into the business. We’ll invest more in R&D, in product and packaging
improvements, in sales coverage, in brand awareness and in trial-building programs.
P&G wins when we create new categories and grow categories and brands.
These investments are aimed at delivering balanced top- and bottom-line growth.
The Procter & Gamble Company • v
Supply Chain Efficiency
One way we’re increasing efficiency in our U.S. supply chain
is through our six new mixing centers. They are strategically
located closer to customers in key population centers, putting
80% of our U.S. business within one day of the store shelf
and the shopper. Shipping multiple categories per load
allows more efficient use of every truck and more frequent
customer deliveries. This is driving lower inventory, improving
service to retailers, and increasing product availability for
shoppers — delivering the right mix and the right amount,
right on time.
80%
of P&G’s U.S. business
within one day of
the store shelf
multiple categories
shipped per load
increased product
availability for shoppers
Accelerating Top-Line Growth
Sales growth is our biggest improvement need, which is enabled by winning with
consumers and fueled by both our productivity and portfolio strengthening efforts that
are underway. Our objective is to consistently deliver organic sales growth ahead of
underlying growth of the markets in which we compete. This level of top-line growth,
balanced with consistent bottom-line growth and cash generation, is what’s needed
to deliver leadership levels of value creation for P&G shareholders.
We’re making progress in accelerating organic sales growth. Organic sales for the
April–June quarter were in line or higher than the previous year in 9 of 10 product
categories. For nearly all of these businesses, the second half of the year was stronger
than the first half. Organic sales for the company were essentially flat in the first half
of the fiscal year and were up 1.5% in the second half — moving in the right direction,
but there’s more work to be done.
vi • The Procter & Gamble Company
Everything starts with winning with consumers and shoppers.
We must win with consumers and shoppers at the zero, first and second moments of
truth — when consumers become aware of our categories and brands, purchase them in
a store or online, and use them in their homes. Winning these moments requires insights
that lead to superior-performing product innovations, effective advertising and strong
retail programs. The outcome is growing the number of users — and usage — of our
brands and the categories in which we compete.
Growing users requires product superiority, broad media reach, advertising effectiveness,
distinctive packaging, an easy-to-shop store shelf, sampling programs and consumer
value. We’re raising the bar by asking key questions: Is the product better performing
and most preferred by consumers? Do we have the media reach and effective advertising
to ensure our brands are always top of mind? Is the packaging distinctive, familiar and
appealing? Is the store shelf organized in a way that is easy to shop, enabling consumers
to find the right product for them with the right benefits at the right price? Do we have
sampling programs that allow people to try our best products, particularly at
the point of market entry? Is the relative price and absolute cash outlay
to purchase our brands a good consumer value? Every category and
brand is focused on consistently delivering these drivers of growing
users to grow category and brand sales.
At the same time, we’re strengthening our go-to-market
execution. Execution is what our consumers and shoppers
experience when they are in the store or online. Our
brands need to have the right selection of products,
in the right sizes, at the right value, in the right quantity,
and in the right points of sale to win with consumers
and shoppers in stores and online every day.
Innovating to Delight Consumers
PANTENE
TIDE
Pantene’s new breakthrough conditioner
technology delivers ‘superior conditioning
without weight,’ addressing a significant
consumer trial barrier in the category.
Our Pantene shampoo and conditioner
systems are consumer blind test winners
vs. our best competition in North America,
China and Japan. And they are helping
drive results — Pantene’s U.S. organic
sales were up mid-single digits for the
six months ended in June 2016.
Tide is now reaching more consumers and
addressing two growing consumer needs:
natural detergents and odor removal.
Tide purclean is a breakthrough as the
first bio-based detergent with the cleaning
power of Tide. And with the growth of
synthetic fibers and active lifestyles, odors
are an increasing laundry concern. Using
our Febreze technology, the Odor Defense
regimen helps eliminate, neutralize and
block tough odors.
Superior-performing
products lead to a
delightful consumer
experience, driving
repeat purchase
and loyalty.
The Procter & Gamble Company • vii
Growing Users for
a Stronger Top Line
Growing users is a key driver of balanced growth and value
creation. Two of the ways we grow users of P&G brands are
to offer superior-performing products to consumers and to
increase consumer trial through sampling, particularly at
the point of market entry.
Sampling
is a winning
strategy for growth.
When people try our
products, they are far
more likely to buy them.
Increasing Consumer Trial
swaddlers™
Love at
first touch
Love the
*based on sales of the newborn hospital diaper
©2016 P&G
PAMPERS
GILLET TE
We’re strengthening brand awareness and
trial at category entry. 70% of U.S. new
moms now receive samples of our best
Pampers products through our prenatal
and hospital programs. Our latest innovation
has our unique three Extra Absorb Channels
that help distribute wetness evenly — unlike
ordinary diapers that have one unstructured
core. It’s driving growth, with Swaddlers
and Cruisers U.S. share up well over one
point in the June 2016 quarter.
Our U.S. 18th birthday sampling program
has put Gillette Fusion ProGlide FlexBall
razors in the hands of nearly 80% of young
men — over two million in 2016, up 33% over
the past two years. We’re now sampling the
FlexBall handle and ProShield cartridge — our
most advanced combination of technologies.
ProShield launched in January and is the
#1 razor in the U.S., the U.K. and Germany,
based on sales. Over 40 million men globally
are now shaving with FlexBall.
viii • The Procter & Gamble Company
Strengthening Organization and Culture
Our choices — portfolio transformation, continued productivity improvement, and
reaccelerating top-line growth — are enabled by a winning organization and culture.
We are adjusting our talent development and assignment planning to improve mastery
and depth. The objective is simple. We will improve business results by getting and
keeping the right people in the right roles to develop and apply deep category mastery.
For example, we’re dedicating sales resources to categories, enabling them to apply
their mastery to drive category growth.
We’re aligning incentives at a lower and more specific level of granularity to better
match business responsibilities with results and to increase accountability.
P&G is fortunate to consistently source and develop strong talent, and we intend to
maintain our develop-from-within approach. But there are times when the best talent
for a role may not be inside our organization. Going forward, we will look selectively
at outside hiring when we need it to field the best team possible.
The bottom line is that we are committed to getting, keeping and growing the
right people in the right places to drive better business results.
A winning organization is supported by a winning culture. P&G has a great
culture — one of integrity, trust, ownership, leadership and a passion for winning.
But we are strengthening our culture, putting increased emphasis on behaviors
that lead to faster decision making and action, and taking personal accountability
to raise the bar to deliver our best performance.
I deeply believe in P&G people. I’ve had the opportunity to work in multiple
functions, countries and businesses, and have experienced the quality and capability
of P&G people around the world. P&G people are truly our most valuable asset.
Together, we will return P&G to balanced growth and value creation.
Winning Consistently
We are encouraged and optimistic as we enter fiscal 2017. We expect this year to
represent another step toward our goal of balanced top- and bottom-line growth
and cash generation. We’re committed to continued productivity improvement
and cost savings that provide the fuel for innovation and investments needed
to accelerate and sustain faster top- and bottom-line growth. We’re nearing the
completion of the major portfolio moves to simplify and strengthen the category
portfolio. We are strengthening the organization and culture.
P&G is adapting, evolving and changing to do what is needed to win. We’re making
progress in each of these areas, but we know our success will ultimately be graded on
the sales, profit, cash and value creation results we deliver, not on the activities that
get us there. We expect to make meaningful progress in fiscal 2017 toward our return
to our long-term growth targets, but there is still work to do. It will take time for the
benefits of the work and the investments we are making to be fully visible in our results.
We are committed to do everything we can to get P&G back to winning with consumers,
and delivering consistent, reliable, balanced and sustainable growth and value creation
for you, our shareholders.
David S. Taylor
Chairman of the Board, President and Chief Executive 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
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
For the Fiscal Year Ended June 30, 2016
OR
1934
For the transition period from to
Commission File No. 1-434
THE PROCTER & GAMBLE COMPANY
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
Telephone (513) 983-1100
IRS Employer Identification No. 31-0411980
State of Incorporation: Ohio
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, without Par Value
Name of each exchange on which registered
New York Stock Exchange, NYSE Euronext-Paris
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined 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 Exchange
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 and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer
Smaller reporting company
Non-accelerated filer
Accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the voting stock held by non-affiliates amounted to $215 billion on December 31, 2015.
There were 2,668,751,125 shares of Common Stock outstanding as of July 31, 2016.
Documents Incorporated by Reference
Portions of the Proxy Statement for the 2016 Annual Meeting of Shareholders which will be filed within one hundred and twenty days
of the fiscal year ended June 30, 2016 (2016 Proxy Statement) are incorporated by reference into Part III of this report to the extent
described herein.
FORM 10-K TABLE OF CONTENTS
Page
PART I
PART II
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosure
Properties
Legal Proceedings
Executive Officers of the Registrant
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
Selected Financial Data
Item 6.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Management's Report and Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Note 2: Segment Information
Note 3: Supplemental Financial Information
Note 4: Goodwill and Intangible Assets
Note 5: Income Taxes
Note 6: Earnings Per Share
Note 7: Stock-based Compensation
Note 8: Postretirement Benefits and Employee Stock Ownership Plan
Note 9: Risk Management Activities and Fair Value Measurements
Note 10: Short-term and Long-term Debt
Note 11: Accumulated Other Comprehensive Income/(Loss)
Note 12: Commitments and Contingencies
Note 13: Discontinued Operations
Note 14: Quarterly Results (Unaudited)
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV Item 15. Exhibits and Financial Statement Schedules
Signatures
Exhibit Index
1
2
6
6
6
6
7
8
10
11
30
31
31
34
35
36
37
38
39
39
41
43
44
46
48
48
50
54
57
58
59
59
64
65
65
65
65
65
66
67
67
67
70
71
The Procter & Gamble Company
1
PART I
Item 1. Business.
Additional information required by this item is incorporated
herein by reference to Management's Discussion and Analysis
(MD&A); and Notes 1 and 2 to our Consolidated Financial
Statements. Unless the context indicates otherwise, the terms
the "Company," "P&G," "we," "our" or "us" as used herein
refer to The Procter & Gamble Company (the registrant) and
its subsidiaries.
The Procter & Gamble Company is focused on providing
branded consumer packaged goods of superior quality and
value to improve the lives of the world's consumers. The
Company was incorporated in Ohio in 1905, having been built
from a business founded in 1837 by William Procter and James
Gamble. Today, our products are sold in more than 180
countries and territories.
Throughout this Form 10-K, we incorporate by reference
information from other documents filed with the Securities and
Exchange Commission (SEC).
The Company'sAnnual 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 site that contains these reports at:
www.sec.gov. You can also access these reports through links
from our website at: www.pginvestor.com.
Copies of these reports are also available, without charge, by
contacting Wells Fargo, 1100 Centre Pointe Curve, Suite 101,
Mendota, MN 55120-4100.
Financial Information about Segments
As of June 30, 2016 the Company has five reportable segments
under U.S. GAAP: Beauty; Grooming; Health Care; Fabric &
Home Care; and Baby, Feminine & Family Care. Many of the
factors necessary for understanding these businesses are
similar. Operating margins of the individual businesses vary
due to the nature of materials and processes used to
manufacture the products, the capital intensity of the businesses
and differences in selling, general and administrative expenses
as a percentage of net sales. Net sales growth by business is
also expected to vary slightly due to the underlying growth of
the markets and product categories in which they operate.
While none of our reportable segments are highly seasonal,
components within certain reportable segments, such as
Appliances (Grooming), are seasonal.
Additional information about our reportable segments can be
found in the MD&A and Note 2 to our Consolidated Financial
Statements.
Narrative Description of Business
Business Model. Our business model relies on the continued
growth and success of existing brands and products, as well as
the creation of new products. The markets and industry
segments in which we offer our products are highly
competitive. Our products are sold in more than 180 countries
and territories primarily through mass merchandisers, grocery
stores, membership club stores, drug stores, department stores,
distributors, baby stores, specialty beauty stores, e-commerce,
high-frequency stores and pharmacies. We utilize our superior
marketing and online presence to win with consumers at the
"zero moment of truth" - when they are searching for
information about a brand or product. We work collaboratively
with our customers to improve the in-store presence of our
products and win the "first moment of truth" - when a consumer
is shopping in the store. We must also win the "second moment
of truth" - when a consumer uses the product, evaluates how
well it met his or her expectations and decides whether it was
a good value. We believe we must continue to provide new,
innovative products and branding to the consumer in order to
grow our business. Research and product development
activities, designed to enable sustained organic growth,
continued to carry a high priority during the past fiscal year.
Key Product Categories.
Information on key product
categories can be found in Note 2 to our Consolidated Financial
Statements.
Key Customers. Our customers include mass merchandisers,
grocery stores, membership club stores, drug stores,
department stores, distributors, baby stores, specialty beauty
stores, e-commerce, high-frequency stores and pharmacies.
Sales to Wal-Mart Stores, Inc. and its affiliates represent
approximately 15% of our total revenue in 2016, 2015 and
2014. No other customer represents more than 10% of our net
sales. Our top ten customers account for approximately 35%
of our total sales in 2016, 2015 and 2014. The nature of our
business results in no material backlog orders or contracts with
the government. We believe our practices related to working
capital items for customers and suppliers are consistent with
the industry segments in which we compete.
Sources and Availability of Materials. Almost all of the raw
and packaging materials used by the Company are purchased
from others, some of which 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 process and in the transportation of input
materials and of finished product to customers. 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 packaging
materials, none of which is 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 processes
used to manufacture our products. The trademarks are
to the overall marketing and branding of our
important
products. All major trademarks in each business are registered.
2
The Procter & Gamble Company
In part, our success can be attributed to the existence and
continued protection of these trademarks, patents and licenses.
Our sales by geography for the fiscal years ended June 30 were
as follows:
Competitive Condition. The markets in which our products
are sold are highly competitive. Our products compete against
similar products of 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
against 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
build awareness and trial of our brands and products in
conjunction with an extensive sales force. We believe this
combination provides the most efficient method of marketing
for these types of products. Product quality, performance, value
and packaging are also important differentiating factors.
Research and Development Expenditures. Research and
development expenditures enable us to develop technologies
and obtain patents across all categories in order to meet the
needs and improve the lives of our consumers. Research and
development expenses were $1.9 billion in 2016, $2.0 billion
in 2015 and $1.9 billion in 2014 (reported in Net earnings from
continuing operations).
Expenditures for Environmental Compliance. Expenditures
for compliance with federal, state and local environmental laws
and regulations are fairly consistent from year to year and are
not material to the Company. No material change is expected
in fiscal year 2017.
Employees. Total number of employees is an estimate of total
Company employees excluding interns, co-ops and employees
of joint ventures as of the years ended June 30. The number
of employees includes manufacturing and non-manufacturing
employees. A discussion of progress on non-manufacturing
enrollment objectives is included in Note 3 to our Consolidated
Financial Statements. The number of employees includes
employees of discontinued operations.
2016
2015
2014
2013
2012
2011
Total Number of Employees
105,000
110,000
118,000
121,000
126,000
129,000
Financial
Information about Foreign and Domestic
Operations. Net sales in the U.S. account for 41% of total net
sales. No other individual country exceeds 10% of total net
sales. Operations outside the U.S. are generally characterized
by the same conditions discussed in the description of the
business above and may be affected by additional factors
including changing currency values, different rates of inflation,
economic growth and political and economic uncertainties and
disruptions.
North America (1)
Europe
Asia Pacific
Greater China
IMEA (2)
Latin America
2016
44%
23%
9%
8%
8%
8%
2015
41%
24%
8%
9%
8%
10%
2014
39%
26%
8%
9%
8%
10%
(1) North America includes results for the United States, Canada and
(2)
Puerto Rico only.
IMEA includes India, Middle East and Africa.
sales and total assets
Net
internationally were as follows (in billions):
in the United States and
Net Sales (years ended June 30)
2016
United States
$27.0
International
$38.3
2015
2014
Total Assets (years ended June 30)
2016
2015
2014
$26.8
$26.7
$64.4
$65.0
$68.8
$43.9
$47.7
$62.7
$64.5
$75.5
Item 1A. Risk Factors.
We discuss our expectations regarding future performance,
events and outcomes, such as our business outlook and
objectives in this Form 10-K, quarterly reports, 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 available 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. Forward-looking statements are inherently uncertain,
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 in conjunction with the MD&Aand
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
expectations. These and other factors could cause our future
results to differ from those in the forward-looking statements
and from historical trends.
Our business is subject to numerous risks as a result of our
having significant operations 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 more than 180 countries and
territories around the world. We hold assets, incur liabilities,
earn revenues and pay expenses in a variety of currencies other
than the U.S. dollar, and our operations outside the U.S.
generate a significant portion of our net revenue. Fluctuations
in exchange rates for foreign currencies, such as the recent
volatility in the Russian ruble, may reduce the U.S. dollar value
of revenues, profits 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. Moreover, discriminatory or
conflicting fiscal policies in different countries could adversely
affect our results. See also the Results of Operations and Cash
Flow, Financial Condition and Liquidity sections of the MD&A
and Note 9 to our Consolidated Financial Statements.
We also have sizable businesses and maintain local currency
cash balances in a number of foreign countries with exchange,
import authorization, pricing or other controls, including
Argentina, Egypt, Nigeria and Ukraine. Our results of
operations and financial condition could be adversely impacted
if we are unable to successfully manage such controls, continue
existing business operations and repatriate earnings from
overseas, or if new or increased tariffs, quotas, exchange or
price controls, trade barriers or similar restrictions are imposed
on our business outside the U.S.
Additionally, our business, operations or employees may be
adversely affected by political volatility,
labor market
disruptions or other crises or vulnerabilities in individual
countries or regions, including political instability or upheaval,
broad economic instability or sovereign risk related to a default
by or deterioration in the credit worthiness of
local
governments, particularly in emerging markets.
Uncertain global economic conditions may adversely
impact demand for our products or cause our customers
and other business partners to suffer financial hardship,
which could adversely 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 disruptions, such as: a slow-down
in the general economy; reduced market growth rates; tighter
credit markets for our suppliers, vendors or customers; 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, economic
conditions may cause our suppliers, distributors, contractors
or other third party partners to suffer financial 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 suffer financial hardships due to economic
The Procter & Gamble Company
3
conditions such that their accounts become uncollectible or are
subject to longer collection cycles. If we are unable to generate
sufficient income and cash flow, it could affect the Company’s
ability to achieve expected share repurchase and dividend
payments.
Disruptions in credit markets or changes to our credit
ratings may reduce our access to credit.
Adisruption in the credit markets or a downgrade of our current
credit rating could increase our future borrowing costs and
impair our ability 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.
Disruption in our global supply chain may negatively
impact our business results.
Our ability to meet our customers’ needs and achieve cost
targets depends on our ability to maintain key manufacturing
and supply arrangements,
including execution of our
previously-announced supply chain simplifications and certain
sole supplier or sole manufacturing plant arrangements. The
loss or disruption of such manufacturing and supply
arrangements, including for issues such as labor disputes, loss
or impairment of key manufacturing sites, inability to procure
sufficient raw or input materials, natural disasters, acts of war
or terrorism or other external factors over which we have no
control, could interrupt product supply and, if not effectively
managed and remedied, have an adverse impact on our
business, financial condition or results of operations.
Our businesses face cost fluctuations and pressures that
could affect our business results.
labor,
Our costs are subject to fluctuations, particularly due to
changes in the prices of commodities and raw materials and
transportation, energy, pension and
the costs of
healthcare. Therefore, our business results are dependent, in
part, on our continued ability to manage these fluctuations
through pricing actions, cost saving projects and sourcing
decisions, while maintaining and improving margins and
market share. Failure to manage these fluctuations could
adversely impact our financial results.
Our ability to meet our growth targets depends on
successful product, marketing and operations innovation
and successful responses to competitive innovation.
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 developing,
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 intellectual property protections and to avoid
infringing upon the intellectual property rights of others. We
must also be able to successfully respond to technological
advances made by, and intellectual property rights granted to,
competitors. Failure to continually innovate, improve and
4
The Procter & Gamble Company
respond to competitive moves could compromise our
competitive position and adversely impact our results.
The ability to achieve our business objectives is dependent
on how well we can compete with 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 in which
we operate, as well as challenges in maintaining profit margins.
To address these challenges, we must be able to successfully
respond to competitive factors, including pricing, promotional
incentives and trade terms. In addition, 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. Failure to successfully respond to competitive factors
and effectively compete in growing sales channels and business
models, particularly e-commerce, could negatively impact our
results.
A significant change in 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, grocery stores, membership club stores,
drug stores, department stores, distributors, baby stores,
specialty beauty stores, e-commerce, high-frequency stores
and pharmacies. Our success is dependent on our ability to
successfully manage relationships with our
trade
customers, which includes our ability to offer trade terms that
are mutually acceptable and are aligned with our pricing and
profitability targets. Continued consolidation 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 with a key customer based on our trade
terms and principles. Our business could also be negatively
impacted if a key customer were to significantly reduce the
inventory level of our products or experience a significant
business disruption.
retail
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 Company's reputation, 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 financial success is directly dependent 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 brand's image or its ability to attract
consumers. Our results could also be negatively impacted if
one of our brands suffers substantial harm to its reputation due
to a significant product recall, product-related litigation,
changing consumer perceptions of certain ingredients,
allegations of product tampering or the distribution and sale of
counterfeit products. Additionally, negative 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
If we are unable to effectively manage real or
Company.
perceived issues, including concerns about safety, quality,
ingredients, efficacy or similar matters, sentiments toward the
Company or our products could be negatively impacted and
our financial results could suffer. Our Company also devotes
significant time and resources to programs that are consistent
with our corporate values and are designed to protect and
preserve our reputation, such as social responsibility and
If these programs are not
environmental sustainability.
the
executed as planned or suffer negative publicity,
Company's reputation and financial results could be adversely
impacted.
We rely on third parties in many aspects of our business,
which creates additional risk.
Due to the scale and scope of our business, we must rely on
relationships with third parties,
including our suppliers,
distributors, contractors, joint venture partners or external
business partners, for certain functions. If we are unable to
effectively manage our third party relationships and the
agreements under which our third party partners operate, our
financial results could suffer. 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, thereby potentially
increasing our financial, legal, reputational and operational
risk.
security
incident,
information
An
a
cybersecurity breach, or the failure of one or more key
information technology systems, networks, hardware,
processes, associated sites or service providers could have
a material adverse impact on our business or reputation.
including
We rely extensively on information technology (IT) systems,
networks and services, including internet sites, data hosting
and processing facilities and tools, physical security systems
and other hardware, software and technical applications and
platforms, some 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 systems, networks
and services include, but are not limited to:
•
•
•
• marketing and selling products to consumers;
•
ordering and managing materials from suppliers;
converting materials to finished products;
shipping products to customers;
storing,
employee,
stakeholder
and/or processing
vendor,
investor,
information and
transferring,
collecting,
customer,
consumer,
regulatory, and other
personal data;
summarizing and reporting results of operations;
hosting, processing and sharing,
appropriate,
confidential and proprietary research, business plans and
financial information;
as
•
•
•
•
•
•
collaborating via an online and efficient means of global
business communications;
complying with regulatory, legal and tax requirements;
providing data security; and
handling other processes necessary to manage our
business.
and
adequate
implementing
Numerous and evolving information security threats, including
advanced persistent cybersecurity threats, pose a risk to the
security of our IT systems, networks and services, as well as
to the confidentiality, availability and integrity of our data and
the availability and integrity of our critical business operations.
As cybersecurity threats rapidly evolve in sophistication and
become more prevalent across the industry globally,
the
Company is continually increasing its sensitivity and attention
to these threats. We continue to assess potential threats and
make investments seeking to address these threats, including
monitoring of networks and systems and upgrading skills,
employee training and security policies for the Company and
its third-party providers. However, because the techniques
used in these attacks change frequently and may be difficult to
detect for periods of time, we may face difficulties in
preventative
anticipating
measures. Our IT databases and systems and our third party
providers' databases and systems have been, and will likely
continue to be, subject to computer viruses or other malicious
codes, unauthorized access attempts, denial of service attacks,
phishing and other cyber-attacks. To date, we have seen no
material impact on our business or operations from these
attacks; however, we cannot guarantee that our security efforts
or the security efforts of our third party providers will prevent
breaches or breakdowns to our or our third-party providers’
databases or systems. If the IT 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 suffer a loss, significant unavailability of or
disclosure of our business or stakeholder information, due to
any number of causes, ranging from catastrophic events or
power outages to improper data handling or security breaches,
and our business continuity plans do not effectively address
these failures on a timely basis, we may be exposed to
reputational, competitive and business harm as well as
litigation and regulatory action. The costs and operational
consequences of responding to breaches and implementing
remediation measures could be significant.
We must successfully manage compliance with legislation,
regulation and enforcement, as well as pending legal
matters in the U.S. and abroad.
Our business is subject to a wide variety of laws and regulations
across all of the countries in which we do business, including
those laws and regulations involving intellectual property,
product liability, marketing, antitrust, privacy, environmental,
employment, anti-bribery or anti-corruption (such as the U.S.
Foreign Corrupt Practices Act), tax or other matters. Rapidly
regulations and related interpretations,
changing laws,
including changes in
accounting standards, as well as
increased enforcement actions, create challenges for the
Company, including our compliance and ethics programs and
The Procter & Gamble Company
5
may alter the environment in which we do business, which
could adversely impact our financial results. If we are unable
to continue to meet these challenges and comply with all laws,
regulations and related interpretations, it could negatively
impact our reputation and our business results. Failure to
successfully manage regulatory and legal matters and resolve
such matters without significant liability or damage to our
reputation may materially adversely impact our results of
operations and financial position. Furthermore, if pending
legal matters result in fines or 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 regulations could negatively
affect our financial results.
The Company is subject to taxation in the U.S. and numerous
foreign jurisdictions. Because the U.S. maintains a worldwide
corporate tax system, the foreign and U.S. tax systems are
somewhat interdependent. For example, certain income that
is earned and taxed in countries outside the U.S. is not taxed
in the U.S., provided those earnings are indefinitely reinvested
outside the U.S.
If those same foreign earnings are instead
repatriated to the U.S., additional residual U.S. taxation will
likely occur, due to the U.S.’s worldwide tax system and higher
U.S. corporate tax rate. The U.S. is considering corporate tax
reform that may significantly change the corporate tax rate and
the U.S. international tax rules. Additionally, longstanding
international
tax norms that determine each country’s
jurisdiction to tax cross-border international trade are evolving
as a result of the Base Erosion and Profit Shifting project
(“BEPS") undertaken by the G8, G20 and Organization for
Economic Cooperation and Development ("OECD"). As these
and other tax laws and related regulations change, our financial
results
the
unpredictability of these possible changes and their potential
interdependency, it is very difficult to assess whether the
overall effect of such potential
tax changes would be
cumulatively positive or negative for our earnings and cash
flow, but such changes could adversely impact our financial
results.
be materially
impacted.
Given
could
If we are unable to successfully execute our portfolio
optimization strategy, as well as successfully manage
ongoing acquisition,
joint venture and divestiture
activities, it could adversely impact our business.
InAugust 2014, the Company announced a plan to significantly
streamline our product portfolio by divesting, discontinuing or
consolidating about 100 non-strategic brands, resulting in a
portfolio of about 65 brands. The Company has announced
the Beauty Brands transaction with Coty and completed a series
of other transactions that will substantially complete this plan.
Our ability to successfully execute our portfolio optimization
strategy could impact our results.
In addition, as a company that manages a portfolio of consumer
brands, our ongoing business model includes a certain level of
acquisition, joint venture and divestiture activities. We must
be able to successfully manage the impacts of these activities,
the same time delivering against our business
while at
6
The Procter & Gamble Company
Specifically, our financial results could be
objectives.
adversely impacted by the dilutive impacts from the loss of
earnings associated with divested brands. Our financial results
could also be impacted in the event of acquisitions or joint
venture activities if: 1) changes in the cash flows or other
market-based assumptions cause the value 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, which could also have an
impact on goodwill and intangible assets.
Our business results depend on our ability to successfully
manage
ongoing
productivity
organizational change.
improvements
and
Our financial projections assume certain ongoing productivity
improvements and cost savings, including staffing adjustments
as well as employee departures. Failure to deliver these
planned productivity improvements and cost savings, while
continuing to invest in business growth, could adversely impact
our financial results. Additionally, successfully executing
management transitions at leadership levels of the Company
and retention of key employees is critical to our business
success. We are generally a build-from-within company and
our success is dependent 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
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.
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 or territories. In addition, we own and
operate 97 manufacturing sites in 38 other countries. Many of
the domestic and international sites manufacture products for
multiple businesses. Beauty products are manufactured at 34
of these locations; Grooming products at 21; Health Care
products at 17; Fabric & Home Care products at 46; and Baby,
Feminine & Family Care at 42. Management believes that the
Company's manufacturing 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 wide range of matters, including antitrust and trade
regulation,
contracts,
environmental issues, patent and trademark matters, labor and
employment matters and tax. See Note 12 to our Consolidated
Financial Statements
information on certain legal
proceedings for which there are contingencies.
advertising,
liability,
product
for
This item should be read in conjunction with the Company's
Risk Factors in Part I, Item 1A for additional information.
The United Kingdom’s departure from the European
Union could adversely impact our business and financial
results.
Item 4. Mine Safety Disclosure.
Not applicable.
On June 23, 2016, the United Kingdom held a referendum in
which a majority of voters voted for the United Kingdom to
exit the European Union (“Brexit”), the announcement of
which resulted in significant currency exchange rate
It is
fluctuations and volatility in global stock markets.
expected that
the British government will commence
negotiations to determine the terms of Brexit. Given the lack
of comparable precedent, the implications of Brexit or how
such implications might affect the Company are unclear. Brexit
could, among other things, disrupt trade and the free movement
of goods, services and people between the United Kingdom
and the European Union or other countries as well as create
legal and global economic uncertainty. These and other
potential implications of Brexit could adversely affect the
Company’s business and financial results.
The names, ages and positions held by the Executive Officers of the Company on August 9, 2016, are:
EXECUTIVE OFFICERS OF THE REGISTRANT
Name
Position
Age
First Elected to
Officer Position
The Procter & Gamble Company
7
David S. Taylor
Chairman of the Board, President and Chief Executive
Officer
Jon R. Moeller
Chief Financial Officer
Steven D. Bishop
Group President - Global Health Care
Giovanni Ciserani
Group President - Global Fabric and Home Care and Global
Baby and Feminine Care
Mary Lynn Ferguson-McHugh
Group President - Global Family Care and Global Brand
Creation and Innovation, P&G Ventures
Patrice Louvet
Group President - Global Beauty
Charles E. Pierce
Group President - Global Grooming
Carolyn M. Tastad
Group President - North America Selling and Market
Operations
Mark F. Biegger
Chief Human Resources Officer
Gary A. Coombe
President - Europe Selling and Market Operations
Kathleen B. Fish
Chief Technology Officer
Deborah P. Majoras
Chief Legal Officer and Secretary
Juan Fernando Posada
President - Latin America Selling and Market Operations
Matthew Price
President - Greater China Selling and Market Operations
Marc S. Pritchard
Chief Brand Officer
Mohamed Samir
President - India, Middle East and Africa (IMEA) Selling
and Market Operations
Jeffrey K. Schomburger
Global Sales Officer
Valarie L. Sheppard
Senior Vice President, Comptroller and Treasurer
Yannis Skoufalos
Global Product Supply Officer
Magesvaran Suranjan
President - Asia Pacific Selling and Market Operations
58
52
52
54
56
51
59
55
54
52
59
52
54
50
56
49
54
52
59
46
2013
2009
2016
2013
2016
2016
2016
2014
2012
2014
2014
2010
2015
2015
2008
2014
2015
2005
2011
2015
All the Executive Officers named above have been employed by the Company for more than the past five years.
8
The Procter & Gamble Company
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
ISSUER PURCHASES OF EQUITY SECURITIES
PART II
Period
4/1/2016 - 4/30/2016
5/1/2016 - 5/31/2016
6/1/2016 - 6/30/2016
Total
Total Number of
Shares Purchased (1)
—
6,152,153
—
6,152,153
Average Price
Paid per Share (2)
—
$81.27
—
$81.27
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (3)
—
6,152,153
—
6,152,153
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under Our Share
Repurchase Program
(3)
(3)
(3)
(3)
(1)
The total number of shares purchased for the three months ended June 30, 2016 was 6,152,153. All transactions were made in the open
market with large financial institutions. This table excludes shares withheld from employees to satisfy minimum tax withholding
requirements on option exercises and other equity-based transactions. The Company administers cashless exercises through an independent
third party and does not repurchase stock in connection with cashless exercises.
(2) Average price paid per share is calculated on a settlement basis and excludes commission.
(3) On April 26, 2016, the Company stated that in fiscal year 2016 the Company planned to reduce Company shares outstanding by approximately
$8 to $9 billion, through a combination of direct share repurchases and shares that were exchanged in the Duracell transaction (see Note
13 to our Consolidated Financial Statements), notwithstanding any purchases under the Company's compensation and benefit plans. The
share repurchases were authorized pursuant to a resolution issued by the Company's Board of Directors and were financed through a
combination of operating cash flows and issuance of long-term and short-term debt. The total value of the shares purchased under the share
repurchase plan and exchanged in the Duracell transaction was $8.2 billion. The share repurchase plan ended on June 30, 2016.
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 126 consecutive years since its original incorporation in 1890 and has increased its dividend
for 60 consecutive years. Over the past five 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 expectations and
financing needs and will be declared at the discretion of the Company's Board of Directors.
(in dollars; split-adjusted)
Dividends per share
1956
1966
1976
1986
1996
2006
2016
$
0.01
$
0.03
$
0.06
$
0.16
$
0.40
$
1.15
$
2.66
Quarterly Dividends
Quarter Ended
September 30
December 31
March 31
June 30
Common Stock Price Range
Quarter Ended
September 30
December 31
March 31
June 30
The Procter & Gamble Company
9
2015 - 2016
$0.6629
0.6629
0.6629
0.6695
2014 - 2015
$0.6436
0.6436
0.6436
0.6629
2015 - 2016
2014 - 2015
High
Low
High
Low
$
$
$
82.55
81.23
83.87
84.80
65.02
71.30
74.46
79.10
$
85.40
93.89
91.78
84.20
77.29
81.57
80.82
77.10
P&G trades on the New York Stock Exchange and NYSE Euronext-Paris under the stock symbol PG. There were approximately
2.9 million common stock shareowners, including shareowners of record, participants in the P&G Shareholder Investment Program,
participants in P&G stock ownership plans and beneficial owners with accounts at banks and brokerage firms, as of June 30, 2016.
Shareholder Return
The following graph compares the cumulative total return of P&G’s common stock for the five-year period ended June 30, 2016,
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 table assume $100 was invested on June 30, 2011, and that all dividends were
reinvested.
Company Name/Index
P&G
S&P 500 Index
S&P 500 Consumer Staples Index
Cumulative Value of $100 Investment, through June 30
2011
2012
2013
2014
2015
2016
$
100 $
100
100
100 $
105
115
129 $
127
135
136 $
158
155
140 $
170
170
156
177
202
10
The Procter & Gamble Company
Item 6. Selected Financial Data.
The information required by this item is incorporated by reference to Note 1 and Note 2 to our Consolidated Financial Statements.
Financial Summary (Unaudited)
Amounts in millions, except per share amounts
Net sales
Gross profit
Operating income
Net earnings from continuing operations
Net earnings/(loss) from discontinued operations
Net earnings attributable to Procter & Gamble
Net earnings margin from continuing operations
Basic net earnings per common share: (1)
Earnings from continuing operations
Earnings/(loss) from discontinued operations
Basic net earnings per common share
Diluted net earnings per common share: (1)
Earnings from continuing operations
Earnings/(loss) from discontinued operations
Diluted net earnings per common share
Dividends per common share
Research and development expense
Advertising expense
Total assets
Capital expenditures
Long-term debt
Shareholders' equity
2016
$ 65,299
32,390
13,441
10,027
577
10,508
15.4%
2015
$ 70,749
33,693
11,049
8,287
(1,143)
7,036
11.7%
2014
$ 74,401
35,371
13,910
10,658
1,127
11,643
2013
$ 73,910
35,858
13,051
10,346
1,056
11,312
2012
$ 73,138
35,254
12,495
8,864
2,040
10,756
2011
$ 70,464
35,110
13,849
10,509
1,418
11,797
14.3%
14.0%
12.1%
14.9%
$
$
3.59
0.21
3.80
$
$
2.92
(0.42)
2.50
$
$
3.78
0.41
4.19
$
$
3.65
0.39
4.04
$
$
3.08
0.74
3.82
$
$
3.62
0.50
4.12
$
3.49
0.20
3.69
$
$
2.66
$ 1,879
7,243
127,136
3,314
18,945
$ 57,983
$
2.84
(0.40)
2.44
$
$
2.59
$ 1,991
7,180
129,495
3,736
18,327
$ 63,050
$
3.63
0.38
4.01
$
$
2.45
$ 1,910
7,867
144,266
3,848
19,807
$ 69,976
$
3.50
0.36
3.86
$
$
2.29
$ 1,867
8,188
139,263
4,008
19,111
$ 68,709
$
2.97
0.69
3.66
$
$
2.14
$ 1,874
7,839
132,244
3,964
21,080
$ 64,035
$
3.46
0.47
3.93
$
$
1.97
$ 1,812
7,713
138,354
3,306
22,033
$ 68,001
(1) Basic net earnings per common share and Diluted net earnings per common share are calculated based on Net earnings attributable to
Procter & Gamble.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The Procter & Gamble Company
11
of
the
excluding
impacts
acquisitions, divestitures
cash flow productivity. Organic sales growth is net sales
the Venezuela
growth
and foreign
deconsolidation,
exchange from year-over-year comparisons. Core EPS is
diluted net earnings per share from continuing operations
excluding certain items that are not judged to be part of the
Company's sustainable results or trends. Adjusted free cash
flow is operating cash flow less capital spending and certain
divestiture impacts. Adjusted free cash flow productivity 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 the end of
the MD&A provides more details on the use and the derivation
of these measures.
Management also uses certain market share and market
consumption estimates to evaluate performance relative to
competition despite some limitations on the availability and
share and consumption information.
comparability of
References to market share and market consumption in the
MD&A are based on a combination of vendor-reported
consumption and market size data, as well as internal estimates.
All market share references represent the percentage of sales
in dollar terms on a constant currency basis of our products,
relative to all product sales in the category.
OVERVIEW
P&G is a global leader in fast-moving consumer goods,
focused on providing branded consumer packaged goods of
superior quality and value to our consumers around the world.
Our products are sold in more than 180 countries and territories
primarily through mass merchandisers, grocery stores,
membership club stores, drug stores, department stores,
distributors, baby stores, specialty beauty stores, e-commerce,
high-frequency stores and pharmacies. We have on-the-ground
operations in approximately 70 countries.
Our market environment is highly competitive with global,
regional and local competitors. In many of the markets and
industry segments in which we sell our products, we compete
against other branded products as well as retailers' private-label
brands. Additionally, many of the product segments in which
we compete are differentiated by price tiers (referred to as
super-premium, premium, mid-tier and value-tier products).
We are well positioned in the industry segments and markets
in which we operate, often holding a leadership or significant
market share position.
Management's Discussion and Analysis
Forward-Looking Statements
limitation,
throughout
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. Forward-
this report,
looking statements may appear
including, without
in the following sections:
“Management's Discussion and Analysis” and “Risk Factors.”
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. A detailed
discussion of risks and uncertainties that could cause results
and events to differ materially from such forward-looking
statements is included in the section titled "Economic
Conditions and Uncertainties" and the section titled “Risk
Factors” (Item 1A of this Form 10-K). Forward-looking
statements are made as of the date of this report, and we
undertake no obligation to update or revise publicly any
forward-looking statements, whether because of new
information, future events or otherwise.
The purpose of Management's Discussion and Analysis
(MD&A) is to provide an understanding of Procter & Gamble's
financial condition, 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:
Overview
•
Summary of 2016 Results
•
Economic Conditions and Uncertainties
•
Results of Operations
•
Segment Results
•
Cash Flow, Financial Condition and Liquidity
•
Significant Accounting Policies and Estimates
•
Other Information
•
Throughout
the MD&A, we refer to measures used by
management to evaluate performance, including unit volume
growth, net sales and net earnings. 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), including organic sales growth, core earnings
per share (Core EPS), adjusted free cash flow and adjusted free
12
The Procter & Gamble Company
ORGANIZATIONAL STRUCTURE
Our organizational structure is comprised of Global Business Units (GBUs), Selling and Market Operations (SMOs), Global
Business Services (GBS) and Corporate Functions (CF).
Global Business Units
Our GBUs are organized into ten product categories. Under U.S. GAAP, the GBUs underlying the ten product categories are
aggregated into five reportable segments: Beauty; Grooming; Health Care; Fabric & Home Care; and Baby, Feminine &
Family Care. The GBUs are responsible for developing overall brand strategy, new product upgrades and innovations and
marketing plans. The following provides additional detail on our reportable segments and the ten product categories and brand
composition within each segment.
Reportable Segments
% of
Net Sales 1
% of Net
Earnings 1
Beauty
18%
20%
Grooming
11%
15%
Health Care
11%
12%
Fabric & Home Care
32%
27%
Product Categories (Sub-Categories)
Major Brands
Hair Care (Conditioner, Shampoo, Styling Aids,
Treatments)
Head & Shoulders,
Pantene, Rejoice
Skin and Personal Care (Antiperspirant and
Deodorant, Personal Cleansing, Skin Care)
Olay, Old Spice,
Safeguard, SK-II
Grooming 2 (Shave Care - Female Blades & Razors,
Male Blades & Razors, Pre- and Post-Shave
Products, Other Shave Care; Appliances)
Braun, Fusion, Gillette,
Mach3, Prestobarba,
Venus
Oral Care (Toothbrushes, Toothpaste, Other Oral
Care)
Crest, Oral-B
Personal Health Care (Gastrointestinal, Rapid
Diagnostics, Respiratory, Vitamins/Minerals/
Supplements, Other Personal Health Care)
Prilosec, Vicks
Fabric Care (Fabric Enhancers, Laundry Additives,
Laundry Detergents)
Ariel, Downy, Gain, Tide
Home Care (Air Care, Dish Care, P&G
Professional, Surface Care)
Cascade, Dawn, Febreze,
Mr. Clean, Swiffer
Baby Care (Baby Wipes, Diapers and Pants)
Luvs, Pampers
Baby, Feminine &
Family Care
28%
26%
Feminine Care (Adult Incontinence, Feminine Care) Always, Tampax
Family Care (Paper Towels, Tissues, Toilet Paper)
Bounty, Charmin
(1)
(2)
Percent of Net sales and Net earnings from continuing operations for the year ended June 30, 2016 (excluding results held in Corporate).
The Grooming product category is comprised of the Shave Care and Appliances GBUs.
Recent Developments: As of June 30, 2015, the Company
deconsolidated our Venezuelan subsidiaries and began
accounting for our investment in those subsidiaries using the
cost method of accounting. This change resulted in a fiscal
2015 one-time after-tax charge of $2.1 billion ($0.71 per share).
Beginning in fiscal 2016, our financial results only include
sales of finished goods to our Venezuelan subsidiaries to the
extent we receive cash payments from Venezuela (expected to
be largely through the DIPRO and DICOM exchange market).
Accordingly, we no longer
include the results of our
Venezuelan subsidiaries' operations in reporting periods
following fiscal 2015 (see Note 1 to the Consolidated Financial
Statements and additional discussion in the MD&A under
"Venezuela Impacts" in Results of Operations).
InAugust 2014, the Company announced a plan to significantly
streamline our product portfolio by divesting, discontinuing or
consolidating about 100 non-strategic brands. The resulting
portfolio of about 65 key brands are in 10 category-based
businesses where P&G has leading market positions, strong
brands and consumer-meaningful product technologies.
During fiscal 2016, the company completed the divestiture of
its Batteries business. The Batteries business had historically
been part of the Company’s Fabric & Home Care reportable
segment. The results of the Batteries business are presented
as discontinued operations and, as such, are excluded from both
continuing operations and segment results for all periods
presented. Additionally, the Batteries balance sheet positions
as of June 30, 2015 are presented as held for sale in the
Consolidated Balance Sheets.
On July 9, 2015, the Company announced the signing of a
definitive agreement to divest four product categories, to Coty
Inc. ("Coty"). Coty's offer was $12.5 billion. The divestiture
was initially comprised of 43 of the Company's beauty brands
("Beauty Brands"), including the global salon professional hair
care and color, retail hair color, cosmetics and fine fragrance
businesses, along with select hair styling brands. Subsequent
to signing, two of the fine fragrance brands, Dolce Gabbana
and Christina Aguilera, were excluded from the divestiture.
While the ultimate form of the transaction has not yet been
decided, the Company’s current preference is for a Reverse
Morris Trust split-off transaction in which P&G shareholders
could elect to participate in an exchange offer to exchange their
P&G shares for Coty shares. The Company expects to
complete this transaction in October 2016. The results of the
Beauty Brands are now presented as discontinued operations
and, as such, are excluded from both continuing operations and
segment results for all periods presented. Additionally, the
Beauty Brands' balance sheet positions as of June 30, 2016 and
June 30, 2015 are presented as held for sale in the Consolidated
Balance Sheets.
During fiscal 2015, the Company completed the divestiture of
its Pet Care business. The gain on the transaction was not
material. The results of the Pet Care business are presented as
discontinued operations and, as such, are excluded from both
continuing operations and segment results for all periods
presented.
With these transactions and other
recent minor brand
divestitures, the Company will have substantially completed
the strategic portfolio reshaping program.
Beauty: We are a global market leader in the beauty category.
Most of the beauty markets in which we compete are highly
fragmented with a large number of global and local
competitors. We compete in skin and personal care and in hair
care.
In skin and personal care, we offer a wide variety of
products, ranging from deodorants to personal cleansing to skin
care, such as our Olay brand, which is one of the top facial skin
care brands in the world with over 7% global market share. In
hair care, we compete in the retail channel. We are the global
market leader in the retail hair care market with over 20%
global market share primarily behind our Pantene and Head &
Shoulders brands.
Grooming: We compete in Shave Care and Appliances. In
Shave Care, we are the global market leader in the blades and
razors market. Our global blades and razors market share is
nearly 65%, primarily behind the Gillette franchise including
Fusion, Mach3, Prestobarba and Venus. Our appliances, such
as electric razors and epilators, are sold under the Braun brand
in a number of markets around the world where we compete
against both global and regional competitors. We hold over
20% of the male shavers market and nearly 45% of the female
epilators market.
Health Care: We compete in oral care and personal health
care. In oral care, there are several global competitors in the
market and we have the number two market share position with
nearly 20% global market share behind our Oral-B and Crest
brands. In personal health care, we are a top ten competitor in
a large, highly fragmented industry, primarily behind
nonprescription
(Vicks
respiratory
heartburn medications (Prilosec OTC brand) and digestive
wellness products (Metamucil, Pepto Bismol, and Align
brands). Nearly all of our sales outside the U.S. in personal
health care are generated through the PGT Healthcare
partnership with Teva Pharmaceuticals Ltd.
Fabric & Home Care: This segment is comprised of a variety
of fabric care products including laundry detergents, additives
and fabric enhancers; and home care products including
dishwashing liquids and detergents, surface cleaners and air
treatments
brand),
The Procter & Gamble Company
13
fresheners. In fabric care, we generally have the number one
or number two market share position in the markets in which
we compete and are the global market leader with nearly 30%
global market share, primarily behind our Tide, Ariel and
Downy brands. Our global home care market share is nearly
25% across the categories in which we compete.
Baby, Feminine & Family Care: In baby care, we compete
mainly in diapers, pants and baby wipes with nearly 30% global
market share. We are the number one or number two baby care
competitor in most of the key markets in which we compete,
primarily behind Pampers, the Company's largest brand, with
annual net sales of nearly $9 billion. We are the global market
leader in the feminine care category with over 25% global
market share, primarily behind Always. We also compete in
the adult incontinence category in certain markets, achieving
over 10% market share in the markets where we compete. Our
family care business is predominantly a North American
business comprised largely of the Bounty paper towel and
Charmin toilet paper brands. U.S. market shares are over 40%
for Bounty and over 25% for Charmin.
Selling and Market Operations
Our SMOs are responsible for developing and executing go-
to-market plans at the local level. The SMOs include dedicated
retail customer, trade channel and country-specific teams. Our
SMOs are organized under six regions comprised of North
America, Europe, Latin America, Asia Pacific, Greater China
and India, Middle East and Africa (IMEA). Throughout the
MD&A, we reference business results in developed markets,
which are comprised of North America, Western Europe and
Japan, and developing markets which are all other markets not
included in developed.
Global Business Services
GBS provides technology, processes and standard data tools
to enable the GBUs and the SMOs to better understand the
business and better serve consumers and customers. The GBS
organization is responsible for providing world-class solutions
at a low cost and with minimal capital investment.
Corporate Functions
CF provides company-level strategy and portfolio analysis,
corporate accounting,
relations,
treasury,
governance, human resources and legal, as well as other
centralized functional support.
tax, external
STRATEGIC FOCUS
P&G aspires to serve the world’s consumers better than our
best competitors in every category and in every country in
which we compete, and, as a result, deliver total shareholder
return in the top one-third of our peer group. Delivering and
sustaining leadership levels of shareholder value creation
requires balanced top-line growth, bottom-line growth and
strong cash generation.
Our strategic choices are focused on winning with consumers.
The consumers who purchase and use our products are at the
center of everything we do. We increase the number of users
- and the usage - of our brands when we win at the zero, first
and second moments of truth: when consumers research our
14
The Procter & Gamble Company
improvements,
improved marketing
categories and brands, purchase them in a store or online and
use them in their homes.
Winning with consumers around the world and against our best
competitors requires innovation. Innovation has always been,
and continues to be, P&G’s lifeblood. Innovation requires
consumer insights and technology advancements that lead to
product
and
merchandising programs and game-changing inventions that
create new brands and categories.
Productivity improvement is critical to delivering our balanced
top-line growth, bottom-line growth and value creation
objectives. Productivity improvement and sales growth
reinforce and fuel each other. We are driving productivity
improvement across all elements of cost, including cost of
goods sold, marketing and promotional expenses and non-
manufacturing overhead. Productivity improvements and cost
savings are being reinvested in product and packaging
improvements, brand awareness-building advertising and
trial-building sampling programs, increased sales coverage
and R&D programs.
We are improving operational effectiveness and organizational
culture through enhanced clarity of roles and responsibilities,
accountability and incentive compensation programs.
The Company has undertaken an effort to focus and strengthen
its business portfolio to compete in categories and with brands
that are structurally attractive and that play to P&G's strengths.
The ongoing portfolio of businesses consists of 10 product
categories. These are categories where P&G has leading
market positions, strong brands and consumer-meaningful
product technologies.
We believe these strategies are right for the long-term health
of
the Company and our objective of delivering total
shareholder return in the top one-third of our peer group.
The Company expects the delivery of the following long-term
annual financial targets will result in total shareholder returns
in the top third of the competitive peer group:
•
Organic sales growth above market growth rates in the
categories and geographies in which we compete;
Core EPS growth of mid-to-high single digits; and
Adjusted free cash flow productivity of 90% or greater.
•
•
In periods with significant macroeconomic pressures, we
intend to maintain a disciplined approach to investing so as not
to sacrifice the long-term health of our businesses to meet short-
term objectives in any given year.
SUMMARY OF 2016 RESULTS
Amounts in millions, except per share amounts
Net sales
Operating income
Net earnings from continuing operations
Net earnings/(loss) from discontinued operations
Net earnings attributable to Procter & Gamble
Diluted net earnings per common share
Diluted net earnings per share from continuing operations
Core EPS
Cash flow from operating activities
$
2016
65,299
13,441
10,027
577
10,508
3.69
3.49
3.67
15,435
Change vs.
Prior Year
(8)% $
22 %
21 %
N/A
49 %
51 %
23 %
(2)%
6 %
2015
70,749
11,049
8,287
(1,143)
7,036
2.44
2.84
3.76
14,608
Change vs.
Prior Year
(5)% $
(21)%
(22)%
N/A
(40)%
(39)%
(22)%
(2)%
5 %
2014
74,401
13,910
10,658
1,127
11,643
4.01
3.63
3.85
13,958
•
•
Net sales decreased 8% to $65.3 billion including a
negative 6% impact from foreign exchange.
Organic sales increased 1%, as increased pricing was
partially offset by a reduction in organic volume.
Unit volume decreased 3%. Volume decreased low
single digits in Grooming, Health Care, Fabric &
Home Care and Baby, Feminine & Family Care.
Volume decreased mid-single digits in Beauty.
Organic volume declined 1%.
Net earnings from continuing operations increased $1.7
billion or 21% in fiscal 2016 due to a $2.1 billion after-
tax charge in the prior year related to the deconsolidation
of our Venezuelan subsidiaries and improved gross
margin, partially offset by the earnings impact of the
decline in net sales. Foreign exchange impacts negatively
affected net earnings from continuing operations by $880
million or approximately 11%.
•
•
•
•
Net earnings from discontinued operations increased $1.7
billion due primarily to the net impact of a gain on the sale
of our Batteries business in fiscal 2016 and higher
impairment charges on that business in the prior period.
Net earnings attributable to Procter & Gamble were $10.5
billion, an increase of $3.5 billion or 49% versus the prior
year due to the aforementioned increases in net earnings
from both continuing and discontinued operations.
Diluted net earnings per share increased 51% to $3.69.
Diluted net earnings per share from continuing
operations increased 23% to $3.49.
Core EPS decreased 2% to $3.67.
Cash flow from operating activities was $15.4 billion.
Adjusted free cash flow was $12.1 billion.
Adjusted free cash flow productivity was 115%.
ECONOMIC CONDITIONS AND UNCERTAINTIES
We discuss expectations regarding future performance, events
and outcomes, such as our business outlook and objectives, in
annual and quarterly reports, press releases and other written
and oral communications. All such statements, except for
historical and present factual
information, are "forward-
looking statements" and are based on financial data and our
business plans available only as of the time the statements are
made, which may become out-of-date or incomplete. We
assume no obligation to update any forward-looking
statements as a result of new information, future events or other
factors. Forward-looking statements are inherently uncertain
and investors must recognize that events could be significantly
different from our expectations. For more information on risks
that could impact our results, refer to Item 1A Risk Factors in
this Form 10-K.
Global Economic Conditions. Current macroeconomic
factors remain dynamic, and any causes of market size
contraction, such as reduced GDP in commodity-producing
economies as commodity prices decline, greater political
unrest in the Middle East and Eastern Europe, further economic
instability in the European Union, political instability in certain
Latin American markets and economic slowdowns in Japan
and China, could reduce our sales or erode our operating
margin, in either case reducing our earnings.
Changes in Costs. Our costs are subject to fluctuations,
particularly due to changes in commodity prices and our own
productivity efforts. We have significant exposures to certain
commodities, in particular certain oil-derived materials like
resins, and volatility in the market price of these commodity
input materials has a direct impact on our costs.
If we are
unable to manage commodity fluctuations through pricing
actions, cost savings projects and sourcing decisions as well
it may
as through consistent productivity improvements,
adversely impact our gross margin, operating margin and net
earnings. Sales could also be adversely impacted following
pricing actions if there is a negative impact on consumption of
our products. We strive to implement, achieve and sustain cost
improvement plans, including outsourcing projects, supply
chain optimization and general overhead and workforce
optimization. As discussed later in the MD&A, we initiated
certain non-manufacturing overhead reduction projects along
with manufacturing and other supply chain cost improvements
projects in 2012. If we are not successful in executing these
changes, there could be a negative impact on our operating
margin and net earnings.
Foreign Exchange. We have both translation and transaction
exposure to the fluctuation of exchange rates. Translation
exposures relate to exchange rate impacts of measuring income
statements of foreign subsidiaries that do not use the U.S. dollar
as their functional currency. Transaction exposures relate to
1) the impact from input costs that are denominated in a
currency other than the local reporting currency and 2) the
revaluation of transaction-related working capital balances
denominated in currencies other than the functional currency.
In 2016, 2015 and 2014, the U.S. dollar has strengthened versus
a number of foreign currencies leading to lower sales and
The Procter & Gamble Company
15
earnings from these foreign exchange impacts. Certain
countries experiencing significant exchange rate fluctuations,
like Argentina, Brazil, Canada, Egypt, Mexico, Nigeria, Russia
and Turkey have had, and could have, a significant impact on
our sales, costs and earnings. Increased pricing in response to
these fluctuations in foreign currency exchange rates may
offset portions of the currency impacts, but could also have a
negative impact on consumption of our products, which would
affect our sales.
Government Policies. Our net earnings could be affected by
changes in U.S. or foreign government tax policies. For
example, the U.S. may consider corporate tax reform that could
significantly impact the corporate tax rate and change the U.S.
tax treatment of international earnings. Additionally, we
attempt to carefully manage our debt and currency exposure
in certain countries with currency exchange,
import
authorization and pricing controls, such as Argentina, Egypt,
Nigeria and Ukraine. Changes in government policies in these
areas might cause an increase or decrease in our sales, operating
margin and net earnings.
RESULTS OF OPERATIONS
The key metrics included in our discussion of our consolidated
results of operations include net sales, gross margin, selling,
general and administrative costs (SG&A), other non-operating
items and income taxes. The primary factors driving year-
over-year changes in net sales include overall market growth
in the categories in which we compete, product initiatives, the
level of
initiatives and other activities by competitors,
geographic expansion and acquisition and divestiture activity,
all of which drive changes in our underlying unit volume, as
well as pricing actions (which can also indirectly impact
volume), changes in product and geographic mix and foreign
currency impacts on sales outside the U.S.
Most of our cost of products sold and SG&A are to some extent
variable in nature. Accordingly, our discussion of these
operating costs focuses primarily on relative margins rather
than the absolute year-over-year changes in total costs. The
primary drivers of changes in gross margin are input costs
(energy and other commodities), pricing impacts, geographic
mix (for example, gross margins in developed markets are
generally higher than in developing markets for similar
products), product mix (for example, the Beauty segment has
higher gross margins than the Company average), foreign
exchange rate fluctuations (in situations where certain input
costs may be tied to a different functional currency than the
underlying sales),
the impacts of manufacturing savings
projects and to a lesser extent scale impacts (for costs that are
fixed or less variable in nature). The primary drivers of SG&A
are marketing-related costs and non-manufacturing overhead
costs. Marketing-related costs are primarily variable in nature,
although we may achieve some level of scale benefit over time
due to overall growth and other marketing efficiencies.
Overhead costs are also variable in nature, but on a relative
basis, less so than marketing costs due to our ability to leverage
our organization and systems infrastructures to support
business growth. Accordingly, we generally experience more
scale-related impacts for these costs.
16
The Procter & Gamble Company
The Company is in the midst of a productivity and cost savings
plan to reduce costs in the areas of supply chain, marketing
and overhead expenses. The plan is designed to accelerate cost
reductions by streamlining management decision making,
manufacturing and other work processes to fund the
Company's growth strategy.
Net Sales
Fiscal year 2016 compared with fiscal year 2015
Net sales decreased 8% to $65.3 billion in 2016 on a 3%
decrease in unit volume versus the prior year period. Volume
decreased low single digits in Grooming, Health Care, Fabric
& Home Care and Baby, Feminine & Family Care and
decreased mid-single digits in Beauty. Volume increased low
single digits in developed regions and declined high single
digits in developing regions, in part due to increased pricing
to address foreign exchange devaluations and due to the
Venezuela deconsolidation and minor brand divestitures.
Organic volume declined mid-single digits in developing
markets. Unfavorable foreign exchange reduced net sales by
Operating Costs
Comparisons as a percentage of net sales; Years ended June 30
Gross margin
Selling, general and administrative expense
Operating margin
Earnings from continuing operations before income taxes
Net earnings from continuing operations
Net earnings attributable to Procter & Gamble
6%, while higher pricing drove a 1% favorable impact on net
sales. Organic volume decreased 1% and organic sales grew
1% driven by higher pricing.
Fiscal year 2015 compared with fiscal year 2014
Net sales decreased 5% to $70.7 billion in 2015 on a 1%
decrease in unit volume versus the prior year period. Volume
grew low single digits in Fabric & Home Care. Volume
decreased low single digits in Baby, Feminine & Family Care,
Grooming, Health Care and Beauty. Volume increased low
single digits in developed regions and declined low single
digits in developing regions due, in part, to increased pricing
to address foreign exchange devaluations. Unfavorable
foreign exchange reduced net sales by 6%, while higher pricing
drove a 2% favorable impact on net sales. Favorable product
mix impact of 1% was offset by acquisition and divestiture
activity. Organic volume decreased 1% and organic sales grew
2% driven by higher pricing.
2016
49.6%
29.0%
20.6%
20.5%
15.4%
16.1%
Basis Point
Change
200
(10)
500
490
370
620
2015
47.6%
29.1%
15.6%
15.6%
11.7%
9.9%
Basis Point
Change
10
30
(310)
(260)
(260)
(570)
2014
47.5%
28.8%
18.7%
18.2%
14.3%
15.6%
Fiscal year 2016 compared with fiscal year 2015
Gross margin increased 200 basis points to 49.6% of net sales
in 2016. Gross margin increased primarily due to:
•
a 210 basis point positive impact from manufacturing cost
savings,
a 110 basis point benefit from lower commodity costs and
a 70 basis point benefit of higher pricing.
•
•
These impacts were partially offset by:
•
a 70 basis point negative impact from unfavorable foreign
exchange,
a 70 basis point decrease due to unfavorable product mix
caused by the disproportionate decline of higher margin
segments like Beauty and by product form mix within the
segments,
a 20 basis point decrease from negative scale impacts due
to lower volume and
a 20 basis point decline due to incremental restructuring
activity.
•
•
•
Total SG&A decreased 8% to $18.9 billion primarily due to
reduced overhead spending and a decrease in foreign exchange
transaction charges. SG&A as a percentage of net sales
declined 10 basis points to 29.0%, as the negative scale
•
impacts of lower net sales and inflationary impacts were more
than offset by cost savings efforts, mainly in overhead
spending, and lower foreign exchange transactional charges.
• Marketing spending as a percentage of net sales increased
90 basis points due to the negative scale impacts from
reduced sales.
Overhead costs as a percentage of net sales decreased 20
basis points, as 90 basis points of productivity savings
were partially offset by wage inflation, increased sales
personnel in certain businesses, investments in research
and development and the negative scale impacts from
reduced sales.
Lower foreign exchange transactional charges reduced
SG&A as a percentage of net sales by approximately 70
basis points. A pre-deconsolidation balance sheet
remeasurement charge in Venezuela in the base period
drove 20 basis points of this decline. The balance of the
reduction relates to lower transactional charges from
revaluing receivables and payables from transactions
denominated in a currency other than a local entity’s
functional currency.
•
Fiscal year 2015 compared with fiscal year 2014
Gross margin increased 10 basis points to 47.6% of net sales
in 2015. Gross margin benefited from:
•
a 200 basis point impact from manufacturing cost savings
and
a 90 basis point benefit from higher pricing.
•
These impacts were partially offset by:
•
a 110 basis point impact from unfavorable geographic and
product mix, primarily from declines in the higher than
average margin Beauty and Grooming segments as well
as within the Fabric & Home Care and Grooming
segments,
a 50 basis point
exchange,
a 40 basis point impact from costs related to initiatives and
capacity investments,
a 30 basis point impact from higher restructuring costs and
smaller impacts from lower volume scale and higher
commodity costs.
from unfavorable foreign
impact
•
•
•
•
•
Total SG&A decreased 4% to $20.6 billion, as reduced
overhead and marketing spending was partially offset by
increased foreign exchange transaction charges. SG&A as a
percentage of net sales increased 30 basis points to 29.1%, as
the negative scale impacts of lower net sales and inflationary
impacts were partially offset by cost savings efforts.
• Marketing spending as a percentage of net sales decreased
60 basis points behind lower spending due to efficiency
efforts.
Overhead spending as a percentage of net sales increased
50 basis points as productivity savings of 60 basis points
from reduced overhead spending were more than offset
by wage
in research and
development, the negative scale impacts of lower net sales
and higher restructuring costs.
Increased foreign exchange transaction charges added
approximately 40 basis points to SG&A as a percentage
of net sales, as current year foreign currency transaction
(from revaluing receivables and payables
charges
denominated in a currency other than a local entity’s
functional currency) were partially offset by lower year-
on-year charges for Venezuela remeasurement and
devaluation.
investments
inflation,
•
During fiscal 2015, the Company incurred a $2.0 billion ($2.1
billion after tax) charge related to the deconsolidation of its
Venezuelan subsidiaries. See the “Venezuela Impacts” later in
the Results of Operations section.
Non-Operating Items
Fiscal year 2016 compared with fiscal year 2015
•
Interest expense was $579 million in 2016, a decrease of
$47 million versus the prior year due to lower average debt
balances.
Interest income was $182 million in 2016, an increase of
$33 million versus the prior year primarily due to
increasing cash, cash equivalents and investment
securities balances.
•
The Procter & Gamble Company
17
•
Other non-operating income, which primarily includes
divestiture gains and investment income, decreased $115
million to $325 million, due primarily to lower gains on
minor brand divestitures. In 2016, we had approximately
$300 million in minor brand divestiture gains, including
Escudo and certain hair care brands in Europe and IMEA.
The prior year acquisition and divestiture activities
included approximately $450 million in divestiture gains,
including Zest, Camay, Fekkai and Wash & Go hair care
brands and Vaposteam.
•
•
Fiscal year 2015 compared with fiscal year 2014
•
Interest expense was $626 million in 2015 a decrease of
$83 million versus the prior year due to lower average debt
balances and a decrease in weighted average interest rates.
Interest income was $149 million in 2015, an increase of
$50 million versus the prior year due to an increase in cash,
cash equivalents and investment securities.
Other non-operating income increased $231 million to
$440 million, primarily due to minor brand divestiture
gains. In 2015, we had approximately $450 million in
minor brand divestiture gains, including Zest, Camay,
Fekkai and Wash & Go hair care brands and Vaposteam.
The prior year acquisition and divestiture activities
included approximately $150 million in divestiture gains,
primarily related to the sale of our bleach businesses in
Europe, IMEA and Latin America, our Pert hair care
business in Latin America and MDVIP.
Income Taxes
Fiscal year 2016 compared with fiscal year 2015
The effective tax rate on continuing operations increased 30
basis points to 25.0% in 2016 mainly due to a 260 basis point
negative impact from the unfavorable geographic mix of
earnings, a 130 basis point impact in the current year from the
establishment of valuation allowances on deferred tax assets
related to net operating loss carryforwards and the impact of
favorable discrete adjustments related to uncertain income tax
positions (which netted to 55 basis points in the current year
versus 85 basis points in the prior year), partially offset by a
400 basis point decrease related to the prior year non-
deductibility of the Venezuelan deconsolidation charge.
Fiscal year 2015 compared with fiscal year 2014
The effective tax rate on continuing operations increased 360
basis points to 24.7% in 2015 mainly due to the non-
deductibility of the $2.0 billion Venezuelan deconsolidation
charge. The rate increase caused by lower favorable discrete
adjustments related to uncertain income tax positions (the net
benefit was 80 basis points in fiscal 2015 versus 170 basis
points in fiscal 2014) was largely offset by a decrease related
to favorable geographic earnings mix.
Net Earnings
Fiscal year 2016 compared with fiscal year 2015
Net earnings from continuing operations increased $1.7 billion
or 21% to $10.0 billion primarily due to the base period charge
of $2.1 billion after-tax related to the deconsolidation of
18
The Procter & Gamble Company
Venezuelan subsidiaries. Earnings also declined due to the
impact of the decline in net sales in fiscal 2016, partially offset
by improved gross margin and the reduction in SG&A. Foreign
exchange impacts reduced net earnings by about $880 million
in 2016 due to weakening of certain key currencies against the
U.S. dollar, primarily in Argentina, Brazil, Canada, Mexico
and Russia. This impact includes both transactional charges
as discussed above in Operating Costs and translational
impacts from converting earnings from foreign subsidiaries to
U.S. dollars.
Net earnings from discontinued operations improved $1.7
billion in 2016 to $577 million. Batteries drove a $2.1 billion
improvement due primarily to a $1.8 billion reduction in after-
tax impairment charges in the Batteries business ($350 million
in the current year compared to $2.1 billion in the base period)
and a $422 million after-tax gain in the current period from the
sale of the Batteries business. This was partially offset by a
decrease in the earnings of the Beauty Brands (see Note 4 to
the Consolidated Financial Statements).
Net earnings attributable to Procter & Gamble increased $3.5
billion, or 49% to $10.5 billion.
Diluted net earnings per share from continuing operations
increased $0.65, or 23%, to $3.49 due to the increase in net
earnings and a decline in the average number of shares
outstanding. Diluted net earnings per share from discontinued
operations were $0.20 primarily resulting from the gain on the
sale of the Batteries business. This was an improvement of
$0.60 per share versus the prior year. Diluted net earnings per
share increased $1.25, or 51%, to $3.69.
Core EPS decreased 2% to $3.67. Core EPS in fiscal year 2016
represents diluted net earnings per share from continuing
operations excluding charges for certain European legal
matters
restructuring related to our
productivity and cost savings plan. The decline was driven by
reduced net sales and foreign exchange impacts, partially offset
by gross margin expansion.
and incremental
Fiscal year 2015 compared with fiscal year 2014
Net earnings from continuing operations decreased $2.4 billion
or 22% to $8.3 billion due to the $2.1 billion after-tax charge
related to the deconsolidation of Venezuelan subsidiaries and
the decline in net sales, partially offset by reduced SG&A.
Foreign exchange impacts negatively affected net earnings by
approximately $1.3 billion in 2015 due to the weakening of
certain key currencies against the U.S. dollar, primarily in
Russia, Ukraine, Venezuela and Argentina, partially offset by
lower after-tax charges related to balance sheet remeasurement
charges in Venezuela.
Net earnings from discontinued operations decreased $2.3
billion in 2015 due primarily to $2.1 billion of after-tax
impairment charges in our Batteries business (see Note 4 to
the Consolidated Financial Statements) and the absence of
fiscal 2015 earnings from our divested Pet Care business. Net
earnings attributable to Procter & Gamble decreased $4.6
billion, or 40% to $7.0 billion.
Diluted net earnings per share from continuing operations
decreased $0.79, or 22%, to $2.84 due to the decrease in net
earnings. We had a diluted net loss per share from discontinued
operations of $0.40 due primarily to the impairment charges
on the Batteries business. This was a reduction of $0.78 per
share versus the prior year. Diluted net earnings per share
decreased $1.57, or 39%, to $2.44.
Core EPS decreased 2% to $3.76. Core EPS represents diluted
net earnings per share from continuing operations excluding
charges
for Venezuelan deconsolidation, balance sheet
remeasurement charges from foreign exchange policy changes
and devaluation in Venezuela, charges for certain European
legal matters and incremental restructuring related to our
productivity and cost savings plan. The decline was driven by
reduced net sales, partially offset by minor brand divestiture
gains.
Venezuela Impacts
There are a number of currency and other operating controls
and restrictions in Venezuela, which have evolved over time
and may continue to evolve in the future. These evolving
conditions resulted in an other-than-temporary lack of
exchangeability between the Venezuelan bolivar and U.S.
dollar and restricted our Venezuelan operations’ ability to pay
dividends or pay for certain raw and package materials,
finished goods and services denominated in U.S. dollars. For
accounting purposes, this resulted in a lack of control over our
Venezuelan subsidiaries. Therefore, in accordance with the
applicable accounting standards for consolidation, effective
June 30, 2015, we deconsolidated our Venezuelan subsidiaries
and began accounting for our investment in those subsidiaries
using the cost method of accounting. This resulted in a write-
off of all of the net assets of our Venezuelan subsidiaries, along
with Venezuela related assets held by other subsidiaries.
Beginning with the first quarter of fiscal 2016, our financial
results only include sales of finished goods to our Venezuelan
subsidiaries to the extent we receive payments from Venezuela.
Accordingly, we no longer
include the results of our
Venezuelan subsidiaries’ operations in our financial results.
The Procter & Gamble Company
19
SEGMENT RESULTS
Segment results reflect information on the same basis we use for internal management reporting and performance evaluation. The
results of these reportable segments do not include certain non-business unit specific costs such as interest expense, investing
activities and certain restructuring and asset impairment costs. These costs are reported in our Corporate segment and are included
as part of our Corporate segment discussion. Additionally, as described in Note 2 to the Consolidated Financial Statements, we
apply blended statutory tax rates in the segments. Eliminations to adjust segment results to arrive at our effective tax rate are
included in Corporate. All references to net earnings throughout the discussion of segment results refer to net earnings from
continuing operations.
Beauty
Grooming
Health Care
Fabric & Home Care
Baby, Feminine & Family Care
TOTAL COMPANY
Beauty
Grooming
Health Care
Fabric & Home Care
Baby, Feminine & Family Care
TOTAL COMPANY
Net Sales Change Drivers 2016 vs. 2015*
Volume with
Acquisitions &
Divestitures
Volume
Excluding
Acquisitions &
Divestitures
(5 )%
(2 )%
(2 )%
(1 )%
(3 )%
(3)%
(2 )%
(2 )%
(2 )%
1 %
(2 )%
(1)%
Foreign
Exchange
(6 )%
(9 )%
(6 )%
(6 )%
(6 )%
(6)%
Price
Mix
Other**
Net Sales
Growth
2 %
5 %
2 %
— %
— %
1%
— %
(2)%
1 %
— %
— %
— %
— %
— %
— %
— %
— %
—%
(9 )%
(8 )%
(5 )%
(7 )%
(9 )%
(8)%
Net Sales Change Drivers 2015 vs. 2014*
Volume with
Acquisitions &
Divestitures
Volume
Excluding
Acquisitions &
Divestitures
(3 )%
(3 )%
(1 )%
1 %
(1 )%
(1)%
(2 )%
(3 )%
(1 )%
1 %
(1 )%
(1)%
Foreign
Exchange
(5 )%
(8 )%
(5 )%
(6 )%
(6 )%
(6)%
Price
Mix
Other**
Net Sales
Growth
2 %
4 %
2 %
1 %
2 %
2%
— %
— %
3 %
— %
2 %
1%
— %
— %
— %
(1 )%
— %
(1)%
(6 )%
(7 )%
(1 )%
(5 )%
(3 )%
(5)%
* Net sales percentage changes are approximations based on quantitative formulas that are consistently applied.
** Other includes the sales mix impact from acquisitions and divestitures and rounding impacts necessary to reconcile volume to net sales.
BEAUTY
($ millions)
Volume
Net sales
Net earnings
% of net sales
Change
vs. 2015
(5)%
(9)%
(9)%
2016
N/A
$11,477
$1,975
17.2% (10) bps
2015
N/A
$12,608
$2,181
17.3%
Change
vs. 2014
(3)%
(6)%
(5)%
10 bps
Fiscal year 2016 compared with fiscal year 2015
Beauty net sales decreased 9% to $11.5 billion during the fiscal
year on a 5% decrease in unit volume. Unfavorable foreign
exchange reduced net sales by 6%. Price increases had a 2%
positive impact on net sales. Organic sales were unchanged
on organic volume that decreased 2%. Global market share of
the Beauty segment decreased 1.0 points. Volume decreased
low single digits in developed markets and decreased high
single digits in developing markets.
•
•
Volume in Hair Care was down mid-single digits.
Developed markets declined mid-single digits due to
competitive activity while developing markets declined
mid-single digits driven by increased pricing,
the
Venezuela deconsolidation and minor brand divestitures.
Global market share of the hair care category decreased
more than a point.
Volume in Skin and Personal Care decreased high single
digits, while organic volume decreased low single digits,
with the difference attributable to the Camay and Zest
brand divestitures and the Venezuela deconsolidation.
Organic volume was unchanged in developed regions as
commercial innovation was offset by ongoing competitive
activity. Organic volume declined mid-single digits in
developing regions primarily due to increased pricing and
competitive activity. Global market share of the skin and
personal care category decreased nearly a point.
20
The Procter & Gamble Company
Net earnings decreased 9% to $2.0 billion primarily due to the
reduction in net sales, along with a 10 basis-point decrease in
net earnings margin. Net earnings margin decreased due to an
increase in SG&A as a percentage of net sales, largely offset
by gross margin expansion. Gross margin improved due to
productivity savings, increased pricing and lower commodity
costs, partially offset by negative mix. SG&A as a percentage
of net sales increased as lower marketing and overhead
spending from the Company's focus on efficiencies was more
than offset by the negative scale impacts from the reduction in
sales.
Fiscal year 2015 compared with fiscal year 2014
Beauty net sales decreased 6% to $12.6 billion in 2015 on a
3% decrease in unit volume. Organic sales were unchanged
on a 2% decline in organic volume. Unfavorable foreign
exchange reduced net sales by 5%. Increased pricing was a
benefit of 2%. Global market share of the Beauty segment
decreased 0.6 points. Volume decreased low single digits in
developed markets and was down mid-single digits in
developing markets.
•
Volume in Hair Care decreased low single digits in both
developed and developing markets following minor
divestitures and competitive activity. Global market share
of the hair care category was down more than half a point.
Volume in Skin and Personal Care was down mid-single
digits, driven by a high single-digits decline in developing
markets, primarily due to decreases in skin care and
personal cleansing due to ongoing competitive activity.
Volume was unchanged in developed markets. Global
market share of the skin and personal care category was
down half a point.
•
Net earnings decreased 5% to $2.2 billion primarily due to
lower volume and the currency-driven reduction in net sales.
Net earnings margin increased 10 basis points primarily due
to a reduction in SG&A as a percent of sales, behind lower
spending from the Company's focus on marketing efficiencies.
($ millions)
Volume
Net sales
Net earnings
% of net sales
Change vs.
2015
(2)%
(8)%
(13)%
2016
N/A
$6,815
$1,548
22.7% (130) bps
Change
vs. 2014
(3)%
(7)%
(9)%
2015
N/A
$7,441
$1,787
24.0% (40) bps
Fiscal year 2016 compared with fiscal year 2015
Grooming net sales decreased 8% to $6.8 billion during the
fiscal year on a 2% decrease in unit volume. Unfavorable
foreign exchange reduced net sales by 9%. Price increases in
Shave Care contributed 5% to net sales. Unfavorable product
mix decreased net sales by 2% due to a higher relative mix of
disposable razors, which have lower than segment average
selling prices compared to system razor cartridges. Organic
sales increased 2%. Global market share of the Grooming
segment decreased 1.1 points. Volume decreased low single
digits in developed and developing regions.
GROOMING
•
•
•
Shave Care volume decreased low single digits in both
developed and developing regions due to competitive
activity and increased pricing. Global market share of the
shave care category decreased more than half a point.
Volume in Appliances was up mid-single digits due to a
mid-single-digit
increase in developed regions from
product
innovation. Volume in developing regions
increased low single digits due to growth from product
innovation, partially offset by reductions due to increased
pricing. Global market share of the Appliances category
decreased more than half a point.
Net earnings decreased 13% to $1.5 billion due to the reduction
in net sales and a 130 basis-point decrease in net earnings
margin. Net earnings margin decreased due to increased
SG&A as a percentage of net sales partially offset by a lower
tax rate. Gross margin was unchanged as the benefits of
increased pricing and productivity efforts were largely offset
by unfavorable foreign exchange impacts and negative product
mix caused by an increase in the proportion of disposable razor
sales compared to system razor cartridges. SG&A as a
percentage of net sales increased due to increased marketing
spending and the negative scale impact of lower net sales. The
tax rate declined due to the geographic mix of earnings.
Fiscal year 2015 compared with fiscal year 2014
Grooming net sales decreased 7% to $7.4 billion in 2015 on a
3% decrease in unit volume. Organic sales increased 1%. Price
increases in blades and razors and appliances contributed 4%
to net sales while unfavorable foreign exchange reduced net
sales by 8%. Global market share of the Grooming segment
decreased 0.1 points versus year ago. Volume decreased low
single digits in both developed and developing regions.
•
Shave Care volume decreased low single digits due to a
mid-single-digit decline in developed regions from lower
trade inventory levels and a low-single digit decrease in
developing regions following increased pricing. Global
market share of the shave care category was up slightly.
Volume in Appliances increased mid-single digits due to
mid-single-digit growth in developed markets and low
single-digit growth in developing markets behind product
innovation and market growth. Global market share of
the Appliances category was flat.
Net earnings decreased 9% to $1.8 billion due to the decline
in net sales and a 40 basis-point decrease in net earnings
margin. Net earnings margin decreased due to higher SG&A
spending as a percent of sales. Decreased spending due to
marketing efficiencies and overhead reductions did not keep
pace with the currency-driven reduction in net sales. Gross
margin was unchanged as negative geographic mix from a
disproportionate decline in developed regions was offset by
manufacturing cost savings.
HEALTH CARE
($ millions)
Volume
Net sales
Net earnings
% of net sales
Change
vs. 2015
(2)%
(5)%
7%
2016
N/A
$7,350
$1,250
17.0% 190 bps
2015
N/A
$7,713
$1,167
15.1%
Change
vs. 2014
(1)%
(1)%
8%
120 bps
Fiscal year 2016 compared with fiscal year 2015
Health Care net sales were down 5% to $7.4 billion during the
fiscal year on a 2% decrease in unit volume. Unfavorable
foreign exchange reduced net sales by 6%. Price increases
contributed 2% to net sales, mainly in developing markets.
Favorable geographic mix increased net sales 1%, primarily
driven by a decline in Oral Care volume in developing regions,
which have lower than segment average selling prices. Organic
sales increased 2%. Global market share of the Health Care
segment decreased 0.7 points. Volume was up low single digits
in developed regions and declined high single digits in
developing regions.
•
Oral Care volume declined low single digits due to a high
single-digit decrease in developing regions caused by
increased pricing, competitive activity and reduced
customer
inventory. Volume in developed regions
increased low single digits driven by product innovation.
Global market share of the oral care category was down
less than a point.
Volume in Personal Health Care decreased mid-single
digits primarily due to a mid-single-digit decrease in
developed regions driven by competitive activity and a
weak cough/cold season. Volume in developing markets
decreased low single digits due to increased pricing.
Global market share of the personal health care category
decreased half a point.
•
Net earnings increased 7% to $1.3 billion as the reduction in
net sales was more than offset by a 190 basis-point increase in
net earnings margin. Gross margin increased primarily due to
manufacturing cost savings and increased pricing. SG&A as
a percentage of net sales decreased primarily due to reduced
marketing spending from the focus on productivity and cost
savings efforts.
Fiscal year 2015 compared with fiscal year 2014
Health Care net sales declined 1% to $7.7 billion in 2015 on a
1% decline in unit volume. Organic sales increased 4%.
Favorable geographic and product mix increased net sales 3%,
primarily driven by Oral Care growth in developed markets,
which has higher average sales prices. Increased pricing added
2% to net sales. Unfavorable foreign exchange reduced net
sales by 5%. Global market share of the Health Care segment
decreased 0.3 points. Volume increased low single digits in
developed regions but decreased mid-single digits
in
developing regions.
•
Oral Care volume decreased low single digits as a mid-
single-digit decline in developing regions due to
competitive activity and following increased pricing was
The Procter & Gamble Company
21
•
partially offset by a low single-digit increase in developed
regions from product innovation. Global market share of
the oral care category was flat.
Volume in Personal Health Care decreased low single
digits due to a low single-digit decrease in developed
regions from competitive activity. Volume in developing
markets was unchanged. Global market share of the
personal health care category was down about a point.
Net earnings increased 8% to $1.2 billion as the reduction in
net sales was more than offset by a 120 basis-point increase in
net earnings margin. Net earnings margin increased due to
gross margin expansion and reduced SG&A spending as a
percentage of net sales. Gross margin increased primarily due
to the impact of higher pricing and manufacturing cost savings.
SG&A declined as a percentage of net sales due to a focus on
marketing spending efficiencies.
FABRIC & HOME CARE
($ millions)
Volume
Net sales
Net earnings
% of net sales
Change
vs. 2015
(1)%
(7)%
5%
2016
N/A
$20,730
$2,778
13.4% 160 bps
2015
N/A
$22,274
$2,634
11.8%
Change
vs. 2014
1%
(5)%
(5)%
—
Fiscal year 2016 compared with fiscal year 2015
Fabric & Home Care net sales for the fiscal year were down
7% to $20.7 billion on unit volume that declined 1%.
Unfavorable foreign exchange reduced net sales by 6%.
Organic sales increased 1% on a 1% increase in organic
volume, which excludes minor brand divestitures and the
Venezuela deconsolidation. Global market share of the Fabric
& Home Care segment decreased 0.2 points. Volume increased
mid-single digits in developed regions and was down high
single digits in developing regions.
•
Fabric Care volume declined low single digits due to a
double-digit decrease in developing regions driven by
increased pricing, reduced distribution of less profitable
brands, minor brand divestitures and the Venezuela
deconsolidation. Organic volume in developing regions
decreased high single digits. Volume in developed
markets increased mid-single digits due to innovation and
increased marketing. Global market share of the fabric
care category was flat.
Home Care volume increased low single digits.
Developed market volume increased low single digits as
benefits from product innovation more than offset impacts
from competitive activity. This was partially offset by a
low single-digit decrease in developing regions following
increased pricing. Global market share of the home care
category was down slightly.
•
Net earnings increased 5% to $2.8 billion behind a 160 basis-
point increase in net earnings margin, which more than offset
the reduction in net sales. Net earnings margin increased due
to gross margin expansion, partially offset by increased SG&A
as a percentage of net sales. Increased gross margin was driven
by manufacturing cost savings and lower commodity costs.
22
The Procter & Gamble Company
SG&A as a percentage of net sales increased due to an increase
in marketing spending and the negative scale impacts from the
reduction in net sales.
Fiscal year 2015 compared with fiscal year 2014
Fabric & Home Care net sales decreased 5% to $22.3 billion
in 2015 on a 1% increase in unit volume. Organic sales
increased 2%. Unfavorable foreign exchange reduced net sales
by 6%, while pricing added 1% to net sales, mix was neutral,
and minor brand divestitures had a negative impact of about
1%. Global market share of the Fabric & Home Care segment
decreased 0.1 points. Volume increased low single digits in
developed regions and was unchanged in developing regions.
Fabric Care volume increased low single digits due to low
•
single-digit growth in developed regions behind market
growth and product innovation. Volume was unchanged
in developing regions. Global market share of the fabric
care category was flat.
Home Care volume was unchanged as decreases due to
competitive activity, mainly in developed markets, were
offset by increases from product innovation and expanded
distribution. Global market share of the home care
category was down nearly half a point.
•
Net earnings decreased 5% to $2.6 billion due to the net sales
reduction. Gross margin was unchanged as negative product
mix impacts from investments to expand new innovations
globally were offset by manufacturing cost savings. SG&A as
a percent of net sales was unchanged as lower spending due to
marketing and overhead efficiencies kept pace with reduced
sales.
BABY, FEMININE & FAMILY CARE
($ millions)
Volume
Net sales
Net earnings
% of net sales
Change
vs. 2015
2016
N/A
(3)%
$18,505
(9)%
$2,650
(10)%
14.3% (20) bps
2015
N/A
$20,247
$2,938
14.5%
Change
vs. 2014
(1)%
(3)%
—%
50 bps
Fiscal year 2016 compared with fiscal year 2015
Baby, Feminine & Family Care net sales decreased 9% to $18.5
billion during the fiscal year on a 3% decline in unit volume.
Unfavorable foreign exchange reduced net sales by 6%.
Organic sales declined 1% on a 2% decline in organic volume.
Global market share of the Baby, Feminine & Family Care
segment decreased 1.1 points. Volume increased low single
digits in developed regions and decreased double digits in
developing regions.
•
Volume in Baby Care was down mid-single digits due to
a high single-digit decrease in developing regions caused
by price increases in the previous fiscal year, the Venezuela
deconsolidation and competitive activity. Organic volume
in developing markets was down mid-single digits.
Volume was up low single digits in developed regions as
product innovation and market growth more than offset
competitive activity. Global market share of the baby care
•
•
category decreased less than two points, primarily
attributable to developing markets.
Volume in Feminine Care declined low single digits due
to a mid-single-digit decrease in developing regions
caused by competitive activity and price increases in the
previous fiscal year, partially offset by market growth. In
developed regions, volume was unchanged. Global
market share of the feminine care category decreased more
than half a point.
Volume in Family Care decreased low single digits due to
a double-digit decline in developing regions driven by the
discontinuation of non-strategic products. Volume in
developed regions increased low single digits due to
product innovation and increased merchandising. In the
U.S., all-outlet share of the family care category decreased
nearly half a point.
Net earnings decreased 10% to $2.7 billion primarily due to
the reduction in net sales. Net earnings margin decreased 20
basis points as higher gross margin was more than offset by an
increase in SG&A as a percentage of net sales and a higher tax
rate. Gross margin increased driven by manufacturing cost
savings and lower commodity costs, partially offset by
negative product mix. SG&A as a percentage of net sales
increased due to the negative scale impact from the reduction
in net sales. The higher tax rate versus the prior year was due
to the geographic mix of earnings.
Fiscal year 2015 compared with fiscal year 2014
Baby, Feminine & Family Care net sales were down 3% to
$20.2 billion in 2015 on a 1% decline in unit volume. Organic
sales were up 3%. Price increases, primarily in Baby Care,
increased net sales by 2%. Favorable geographic mix from
higher developed market volume in both Feminine Care and
Baby Care and from product mix in Feminine Care increased
net sales by 2%. Unfavorable foreign exchange reduced net
sales by 6%. Global market share of the Baby, Feminine &
Family Care segment decreased 0.6 points. Volume increased
low single digits in developed regions and decreased high
single digits in developing regions.
•
Volume in Baby Care decreased low single digits due to
a mid-single-digit decrease in developing regions
following increased pricing, partially offset by a low
single-digit increase in developed regions from product
innovation. Global market share of the baby care category
decreased less than a point.
Volume in Feminine Care decreased low single digits as
high single-digit decline in developing regions due to
competition and increased pricing was partially offset by
a mid-single-digit increase in developed regions from
product innovation, including the entry into the female
adult incontinence category. Global market share of the
feminine care category was flat.
Volume in Family Care was unchanged as low single-digit
growth in developed regions was offset by a double-digit
decline in developing regions due to discontinuation of
lower priced product offerings. In the U.S., all-outlet share
of the family care category decreased less than a point.
•
•
Net earnings were unchanged at $2.9 billion as the reduction
in net sales was offset by a 50 basis-point increase in net
earnings margin. Net earnings margin increased due to higher
gross margin, partially offset by an increase in SG&A as a
percent of net sales. The increase in gross margin was driven
by higher pricing and manufacturing cost savings, partially
offset by foreign exchange. SG&A as a percent of net sales
increased as spending reductions did not keep pace with the
currency-driven decline in sales.
CORPORATE
($ millions)
Net sales
Net loss
2016
$422
$(174)
Change
vs. 2015
(9)%
N/A
2015
$466
$(2,420)
Change
vs. 2014
(37)%
N/A
Corporate includes certain operating and non-operating
activities not allocated to specific business segments. These
include: the incidental businesses managed at the corporate
level;
financing and investing activities; other general
corporate items; the gains and losses related to certain divested
brands and categories; certain restructuring-type activities to
maintain a competitive cost structure, including manufacturing
and workforce optimization;
asset
impairment and deconsolidation charges; and certain balance
sheet impacts from significant foreign exchange devaluations.
Corporate also includes reconciling items to adjust
the
accounting policies used in the segments to U.S. GAAP. The
most significant reconciling item includes income taxes to
adjust from blended statutory rates that are reflected in the
segments to the overall Company effective tax rate.
certain significant
Fiscal year 2016 compared with fiscal year 2015
Corporate net sales decreased $44 million during the fiscal
year. Corporate net earnings from continuing operations
improved by approximately $2.2 billion during the fiscal year,
primarily due to the $2.1 billion Venezuela deconsolidation
charge in the prior fiscal year and lower foreign currency
transactional charges. Additional discussion of these items
impacting net earnings in Corporate are included in the Results
of Operations section.
Fiscal year 2015 compared with fiscal year 2014
Net sales in Corporate decreased by $271 million in 2015
primarily due to the prior year divestiture of the MDVIP
business. Corporate net expenses from continuing operations
increased $2.0 billion in 2015, primarily due to the charge
related to the deconsolidation of the Venezuelan subsidiaries,
charges and
increased foreign exchange
incremental restructuring charges, which were partially offset
by gains on minor brand divestitures.
transactional
Productivity and Cost Savings Plan
In 2012, the Company initiated a productivity and cost savings
plan to reduce costs and better leverage scale in the areas of
supply chain, research and development, marketing and
overheads. The plan was designed to accelerate cost reductions
by streamlining management decision making, manufacturing
The Procter & Gamble Company
23
and other work processes to fund the Company's growth
strategy.
this plan,
As part of
the Company expects to incur
approximately $5.5 billion in before-tax restructuring costs
over a six-year period (from fiscal 2012 through fiscal 2017).
Through the end of fiscal 2016, 89% of the expected costs have
been incurred. Savings generated from the restructuring costs
are difficult to estimate, given the nature of the activities, the
timing of the execution and the degree of reinvestment.
Overall, these costs and other non-manufacturing enrollment
reductions are expected to deliver approximately $3.0 billion
in annual before-tax gross savings. The cumulative before-tax
savings realized through 2016 were approximately $2.4
billion.
Restructuring accruals of $315 million as of June 30, 2016 are
classified as current liabilities. During fiscal 2016, 51% of the
restructuring charges incurred either have been or will be
settled with cash. Consistent with our historical policies for
ongoing restructuring-type activities, the resulting charges are
funded by and included within Corporate for segment
reporting.
In addition to our restructuring programs, we have additional
ongoing savings efforts in our supply chain, marketing and
overhead areas that yield additional benefits to our operating
margins.
Refer to Note 3 to our Consolidated Financial Statements for
more details on the restructuring program and to the Operating
Costs section of the MD&A for more information about the
total benefit to operating margins from our total savings efforts.
CASH FLOW, FINANCIAL CONDITION AND
LIQUIDITY
We believe our financial condition continues to be of high
quality, as evidenced by our ability to generate substantial cash
from operations and to readily access capital markets at
competitive rates.
Operating cash flow provides the primary source of cash to
Excess
fund operating needs and capital expenditures.
operating cash is used first to fund shareholder dividends.
Other discretionary uses include share repurchases and
acquisitions to complement our portfolio of businesses, brands
and geographies. As necessary, we may supplement operating
cash flow with debt to fund these activities. The overall cash
position of the Company reflects our strong business results
and a global cash management strategy that takes into account
liquidity management,
tax
considerations.
economic
factors
and
Operating Cash Flow
Fiscal year 2016 compared with fiscal year 2015
Operating cash flow was $15.4 billion in 2016, a 6% increase
from the prior year. Net earnings, adjusted for non-cash items
(depreciation and amortization, share-based compensation,
deferred income taxes, loss/(gain) on sale of businesses and
impairment charges) generated $13.6 billion of operating cash
24
The Procter & Gamble Company
•
•
•
•
•
•
flow. Working capital and other impacts generated $1.8 billion
of operating cash flow.
•
Reduced accounts receivable generated $35 million of
cash due to improved collection results partially offset by
sales mix. The number of days sales outstanding increased
1 day due to foreign exchange impacts.
Lower inventory generated $116 million of cash mainly
due to supply chain optimizations and lower commodity
costs. Inventory days on hand increased 4 days primarily
due to foreign exchange impacts.
Accounts payable, accrued and other liabilities increased,
generating $1.3 billion in operating cash flow, of which
approximately $0.8 billion was driven by extended
payment terms with our suppliers. The balance was
primarily driven by an increase in fourth quarter marketing
activity versus the prior year. These items, along with the
impact of foreign exchange, drove a 24 day increase in
days payable outstanding. Although difficult to project
due to market and other dynamics, we anticipate similar
cash flow benefits from the extended payment terms with
suppliers over the next fiscal year.
Other operating assets and liabilities generated $204
million of cash.
Fiscal year 2015 compared with fiscal year 2014
Operating cash flow was $14.6 billion in 2015, a 5% increase
from the prior year. Operating cash flows resulted primarily
from net earnings, adjusted for non-cash items (depreciation
and amortization, share-based compensation, deferred income
taxes, impairment charges, gains on sale of businesses and the
Venezuela deconsolidation charge) and a decrease in working
capital, partially offset by the impact of other operating assets
and liabilities.
•
Reduced accounts receivable generated $349 million of
cash due to changes in customer terms and improved
collection results. The number of days sales outstanding
decreased 5 days due to foreign exchange impacts and
improvements in collection results and customer terms.
Lower inventory generated $313 million of cash mainly
due to supply chain optimizations and lower commodity
costs. Inventory days on hand decreased 7 days due to
foreign exchange impacts, supply chain optimizations and
lower commodity costs.
Accounts payable, accrued and other liabilities increased,
generating $928 million in operating cash flow primarily
driven by extended payment terms.
Other operating assets and liabilities utilized $976 million
of cash primarily due to the elimination of the deferred tax
impacts associated with the Pet Care divestiture.
Adjusted Free Cash Flow. We view adjusted free cash flow
as an important measure because it is a factor impacting the
amount of cash available for dividends, share repurchases,
acquisitions and other discretionary investment. It is defined
as operating cash flow less capital expenditures and excluding
certain divestiture impacts (tax payments in the prior year for
the Pet Care divestiture) and is one of the measures used to
evaluate senior management and determine their at-risk
compensation.
Fiscal year 2016 compared with fiscal year 2015
Adjusted free cash flow was $12.1 billion in 2016, an increase
of 4% versus the prior year. The increase was driven by the
increase in operating cash flows and decrease in capital
spending. Adjusted free cash flow productivity, defined as the
ratio of adjusted free cash flow to net earnings excluding the
impairment charges and gain on the sale of the Batteries
business, was 115% in 2016.
Fiscal year 2015 compared with fiscal year 2014
Adjusted free cash flow was $11.6 billion in 2015, an increase
of 15% versus the prior year. The increase was driven by the
increase in operating cash flows. Adjusted free cash flow
productivity, defined as the ratio of adjusted free cash flow to
net earnings excluding impairment charges on the Batteries
business and the Venezuelan deconsolidation charge, was
102% in 2015.
Investing Cash Flow
Fiscal year 2016 compared with fiscal year 2015
Net investing activities consumed $5.6 billion in cash in 2016
mainly due to capital spending, divestiture transactions and net
purchases of short-term investments, partially offset by sales
or maturities of short-term investments.
Fiscal year 2015 compared with fiscal year 2014
Net investing activities consumed $2.9 billion in cash in 2015
mainly due to capital spending, net purchases of available-for-
sale securities and a reduction in cash due to Venezuela
deconsolidation, partially offset by asset sales.
Capital Spending. Capital expenditures, primarily to support
capacity expansion, innovation and cost efficiencies, were $3.3
billion in 2016 and $3.7 billion in 2015. Capital spending as
a percentage of net sales decreased 20 basis points to 5.1% in
2016. Capital spending as a percentage of net sales was 5.3%
in 2015.
Acquisitions. Acquisition activity was not material in 2016 or
2015.
Proceeds from Divestitures and Other Asset Sales. Proceeds
from asset sales in 2016 contributed $432 million in cash,
primarily from plant asset sales and other minor brand
divestitures. Proceeds from asset sales contributed $4.5 billion
in cash in 2015 primarily from the sale of our Pet Care business,
the sale of our Chinese battery venture, and other minor brand
divestitures.
Financing Cash Flow
Dividend Payments. Our first discretionary use of cash is
dividend payments. Dividends per common share increased
3% to $2.66 per share in 2016. Total dividend payments to
common and preferred shareholders were $7.4 billion in 2016
and $7.3 billion in 2015. In April 2016, the Board of Directors
declared an increase in our quarterly dividend from $0.6629
to $0.6695 per share on Common Stock and Series A and B
ESOP Convertible Class A Preferred Stock. This represents a
1% increase compared to the prior quarterly dividend and is
the 60th consecutive year that our dividend has increased. We
have paid a dividend for 126 years, every year since our
incorporation in 1890.
Long-Term and Short-Term Debt. We maintain debt levels
we consider appropriate after evaluating a number of factors,
including cash flow expectations, cash requirements for
ongoing operations, investment and financing plans (including
acquisitions and share repurchase activities) and the overall
cost of capital. Total debt was $30.6 billion as of June 30, 2016
and $30.3 billion as of June 30, 2015.
Treasury Purchases. Total share repurchases were $4.0 billion
in 2016 and $4.6 billion in 2015. In addition, the cash infusion
of $1.7 billion in the Batteries divestiture was reflected as a
purchase of treasury stock.
Liquidity
At June 30, 2016, our current assets exceeded current liabilities
by $3.0 billion largely due to current assets and current
liabilities of the Beauty Brands business held for sale.
Excluding current assets and current liabilities of the Beauty
Brands business held for sale, our current liabilities exceeded
current assets by $1.8 billion,
largely due to short-term
borrowings under our commercial paper program. We
anticipate being able to support our short-term liquidity and
operating needs
largely through cash generated from
operations. The Company regularly assesses its cash needs
and the available sources to fund these needs. As of June 30,
2016, $11.0 billion of the Company’s cash, cash equivalents
and marketable securities is held off-shore by foreign
subsidiaries. Amounts held by foreign subsidiaries are
generally subject to U.S. income taxation on repatriation to the
U.S. We do not expect restrictions or taxes on repatriation of
cash held outside of the U.S. to have a material effect on our
overall liquidity, financial condition or the results of operations
for the foreseeable future. Of the June 30, 2016 balance of off-
shore cash, cash equivalents and marketable securities, the
majority relates to various Western European countries. As of
June 30, 2016, we did not have material cash, cash equivalents
and marketable securities balances in any country subject to
exchange controls that significantly restrict our ability to
access or repatriate the funds.
The Procter & Gamble Company
25
We utilize short- and long-term debt to fund discretionary
items, such as acquisitions and share repurchases. We have
strong short- and long-term debt ratings, which have enabled,
and should continue to enable, us to refinance our debt as it
becomes due at favorable rates in commercial paper and bond
markets. In addition, we have agreements with a diverse group
if needed, should provide
of financial
sufficient credit
short-term financing
requirements.
funding to meet
institutions that,
On June 30, 2016, our short-term credit ratings were P-1
(Moody's) and A-1+ (Standard & Poor's), while our long-term
credit ratings were Aa3 (Moody's) and AA- (Standard &
Poor's), all with a stable outlook.
We maintain bank credit facilities to support our ongoing
commercial paper program. The current facility is an $8.0
billion facility split between a $3.2 billion five-year facility
and a $4.8 billion 364-day facility, which expire in November
2020 and November 2016, respectively. The 364-day facility
can be extended for certain periods of time as specified in the
terms of the credit agreement. These facilities are currently
undrawn and we anticipate that they will remain undrawn.
These credit facilities do not have cross-default or ratings
triggers, nor do they have material adverse events clauses,
except at the time of signing.
In addition to these credit
facilities, we have an automatically effective registration
statement on Form S-3 filed with the SEC that is available for
registered offerings of short- or long-term debt securities. For
additional details on debt see Note 10 to the Consolidated
Financial Statements.
Guarantees and Other Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet financing
arrangements, including variable interest entities, which we
believe could have a material impact on financial condition or
liquidity.
26
The Procter & Gamble Company
Contractual Commitments
The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2016.
Amounts in millions
RECORDED LIABILITIES
Total debt
Capital leases
Uncertain tax positions (1)
OTHER
Interest payments relating to long-term debt
Operating leases (2)
Minimum pension funding (3)
Purchase obligations (4)
TOTAL CONTRACTUAL COMMITMENTS
$
$
Total
Less Than 1 Year
1-3 Years
3-5 Years
After 5 Years
30,221
45
247
6,439
1,563
640
1,794
40,949
$
$
11,635
16
247
684
237
215
881
13,915
$
$
3,660
21
—
1,249
464
425
391
6,210
$
$
3,467
5
—
979
360
—
234
5,045
$
$
11,459
3
—
3,527
502
—
288
15,779
(1) As of June 30, 2016, the Company's Consolidated Balance Sheet reflects a liability for uncertain tax positions of $1.2 billion, including
$343 million of interest and penalties. Due to the high degree of uncertainty regarding the timing of future cash outflows of liabilities for
uncertain tax positions beyond one year, a reasonable estimate of the period of cash settlement beyond twelve months from the balance
sheet date of June 30, 2016, cannot be made.
(4)
(2) Operating lease obligations are shown net of guaranteed sublease income.
(3) Represents future pension payments to comply with local funding requirements. These future pension payments assume the Company
continues to meet its future statutory funding requirements. Considering the current economic environment in which the Company operates,
the Company believes its cash flows are adequate to meet the future statutory funding requirements. The projected payments beyond fiscal
year 2019 are not currently determinable.
Primarily reflects future contractual payments under various take-or-pay arrangements entered into as part of the normal course of business.
Commitments made under take-or-pay obligations represent future purchases in line with expected usage to obtain favorable pricing. This
includes service contracts for information technology, human resources management and facilities management activities that have been
outsourced. While the amounts listed represent contractual obligations, we do not believe it is likely that the full contractual amount would
be paid if the underlying contracts were canceled prior to maturity. In such cases, we generally are able to negotiate new contracts or
cancellation penalties, resulting in a reduced payment. The amounts do not include other contractual purchase obligations that are not take-
or-pay arrangements. Such contractual purchase obligations are primarily purchase orders at fair value that are part of normal operations
and are reflected in historical operating cash flow trends. We do not believe such purchase obligations will adversely affect our liquidity
position.
SIGNIFICANT ACCOUNTING POLICIES AND
ESTIMATES
In preparing our financial statements in accordance with U.S.
GAAP, there are certain accounting policies that may require
a choice between acceptable accounting methods or may
require substantial judgment or estimation in their application.
These include income taxes, certain employee benefits and
goodwill and intangible assets. We believe these accounting
policies, and others set forth in Note 1 to the Consolidated
Financial Statements, should be reviewed as they are integral
to understanding the results of operations and financial
condition of the Company.
The Company has discussed the selection of significant
accounting policies and the effect of estimates with the Audit
Committee of the Company's Board of Directors.
Income Taxes
Our annual tax rate is determined based on our income,
statutory tax rates and the tax impacts of items treated
differently for tax purposes than for financial reporting
purposes. Also inherent in determining our annual tax rate are
judgments and assumptions regarding the recoverability of
to the expiration of
certain deferred tax balances, primarily net operating loss and
other carryforwards, and our ability to uphold certain tax
positions.
Realization of net operating losses and other carryforwards is
dependent upon generating sufficient taxable income in the
appropriate jurisdiction prior
the
carryforward periods, which involves business plans, planning
opportunities and expectations about
future outcomes.
Although realization is not assured, management believes it is
more likely than not that our deferred tax assets, net of valuation
allowances, will be realized.
We operate in multiple jurisdictions with complex tax policy
and regulatory environments. In certain of these jurisdictions,
we may take tax positions that management believes are
supportable, but are potentially subject to successful challenge
by the applicable taxing authority. These interpretational
differences with the respective governmental taxing authorities
can be impacted by the local economic and fiscal environment.
Our operating principles are that our tax structure is based on
our business operating model, such that profits are earned in
line with the business substance and functions of the various
legal entities. However, we may have income tax exposure
related to the determination of the appropriate transfer prices
for our various cross-border transactions. We obtain advance
rulings with tax authorities to support our positions, where
possible, to help manage these exposures. Nonetheless, many
of the underlying transactions are subject to audit, resulting in
uncertainty until the ultimate audit resolution. We evaluate our
tax positions and establish liabilities in accordance with the
applicable accounting guidance on uncertainty in income
taxes. We review these tax uncertainties in light of changing
facts and circumstances, such as the progress of tax audits, and
adjust them accordingly. We have a number of audits in process
in various jurisdictions. Although the resolution of these tax
positions
is uncertain, based on currently available
information, we believe that the ultimate outcomes will not
have a material adverse effect on our financial position, results
of operations or cash flows.
Because there are a number of estimates and assumptions
inherent in calculating the various components of our tax
provision, certain changes or future events such as changes in
tax legislation, geographic mix of earnings, completion of tax
audits or earnings repatriation plans could have an impact on
those estimates and our effective tax rate. For additional details
on the Company's income taxes, see Note 5 to the Consolidated
Financial Statements.
Employee Benefits
We sponsor various post-employment benefits throughout the
world. These include pension plans, both defined contribution
plans and defined benefit plans, and other post-employment
benefit (OPEB) plans, consisting primarily of health care and
life insurance for retirees. For accounting purposes, the defined
benefit pension and OPEB plans require assumptions to
estimate the projected and accumulated benefit obligations,
including the following variables: discount rate; expected
salary increases; certain employee-related factors, such as
turnover, retirement age and mortality; expected return on
assets; and health care cost trend rates. These and other
assumptions affect
the annual expense and obligations
recognized for the underlying plans. Our assumptions reflect
our historical experiences and management's best judgment
regarding future expectations. As permitted by U.S. GAAP,
the net amount by which actual results differ from our
assumptions is deferred. If this net deferred amount exceeds
10% of the greater of plan assets or liabilities, a portion of the
deferred amount is included in expense for the following year.
The cost or benefit of plan changes, such as increasing or
decreasing benefits for prior employee service (prior service
cost), is deferred and included in expense on a straight-line
basis over the average remaining service period of the
employees expected to receive benefits.
The expected return on plan assets assumption impacts our
defined benefit expense, since many of our defined benefit
pension plans and our primary OPEB plan are partially funded.
The process for setting the expected rates of return is described
in Note 8 to the Consolidated Financial Statements. For 2016,
the average return on assets assumptions for pension plan assets
and OPEB assets was 7.2% and 8.3%, respectively. A change
in the rate of return of 100 basis points for both pension and
OPEB assets would impact annual after-tax benefit expense by
approximately $100 million.
The Procter & Gamble Company
27
Since pension and OPEB liabilities are measured on a
discounted basis, the discount rate impacts our plan obligations
and expenses. Discount rates used for our U.S. defined benefit
pension and OPEB plans are based on a yield curve constructed
from a portfolio of high quality bonds for which the timing and
amount of cash outflows approximate the estimated payouts
of the plan. For our international plans, the discount rates are
set by benchmarking against investment grade corporate bonds
rated AA or better. The average discount rate on the defined
benefit pension plans and OPEB plans of 2.1% and 3.6%,
respectively, represents a weighted average of local rates in
countries where such plans exist. A 100 basis point change in
the pension discount rate would impact annual after-tax defined
benefit pension expense by approximately $200 million. A
change in the OPEB discount rate of 100 basis points would
impact annual after-tax OPEB expense by approximately $86
million. For additional details on our defined benefit pension
and OPEB plans, see Note 8 to the Consolidated Financial
Statements.
Goodwill and Intangible Assets
Significant judgment is required to estimate the fair value of
intangible assets and in assigning their respective useful lives.
Accordingly, we typically obtain the assistance of third-party
valuation specialists for significant tangible and intangible
assets. The fair value estimates are based on available
historical
information and on future expectations and
assumptions deemed reasonable by management, but are
inherently uncertain.
We typically use an income method to estimate the fair value
of intangible assets, which is based on forecasts of the expected
future cash flows attributable to the respective assets.
Significant estimates and assumptions
in the
valuations reflect a consideration of other marketplace
participants, and include the amount and timing of future cash
flows (including expected growth rates and profitability), the
underlying product or technology life cycles, economic
barriers to entry, a brand's relative market position and the
discount rate applied to the cash flows. Unanticipated market
or macroeconomic events and circumstances may occur, which
could affect the accuracy or validity of the estimates and
assumptions.
Determining the useful life of an intangible asset also requires
judgment. Certain brand intangible assets are expected to have
indefinite lives based on their history and our plans to continue
to support and build the acquired brands. Other acquired
intangible assets (e.g., certain trademarks or brands, customer
relationships, patents and technologies) are expected to have
determinable useful lives. Our assessment as to brands that
have an indefinite life and those that have a determinable life
is based on a number of factors including competitive
environment, market share, brand history, underlying product
and the macroeconomic
life
environment of the countries in which the brands are sold. Our
estimates of the useful lives of determinable-lived intangible
assets are primarily based on these same factors. All of our
acquired technology and customer-related intangible assets are
expected to have determinable useful lives.
cycles, operating plans
inherent
28
The Procter & Gamble Company
reporting units,
The costs of determinable-lived intangible assets are amortized
to expense over their estimated lives. The value of indefinite-
lived intangible assets and residual goodwill is not amortized,
but is tested at least annually for impairment. Our impairment
is performed separately from our
testing for goodwill
impairment testing of indefinite-lived intangible assets. We
test goodwill for impairment by reviewing the book value
compared to the fair value at the reporting unit level. We test
individual indefinite-lived intangible assets by comparing the
book values of each asset to the estimated fair value. We
determine the fair value of our reporting units and indefinite-
lived intangible assets based on the income approach. Under
the income approach, we calculate the fair value of our
reporting units and indefinite-lived intangible assets based on
the present value of estimated future cash flows. Considerable
management judgment is necessary to evaluate the impact of
operating and macroeconomic changes and to estimate future
cash flows to measure fair value. Assumptions used in our
impairment evaluations, such as forecasted growth rates and
cost of capital, are consistent with internal projections and
operating plans. We believe such assumptions and estimates
are also comparable to those that would be used by other
marketplace participants.
Most of our goodwill reporting units are comprised of a
combination of legacy and acquired businesses and as a result
have fair value cushions that, at a minimum, exceed two times
their underlying carrying values. Certain of our continuing
goodwill
in particular Shave Care and
Appliances, are comprised entirely of acquired businesses and
as a result have fair value cushions that are not as high. While
both of these wholly-acquired reporting units have fair value
cushions that currently exceed the underlying carrying values,
the Shave Care cushion, as well as certain of the related
indefinite-lived intangible assets, have been reduced to below
20% due in large part to significant currency devaluations in
a number of countries relative to the U.S. dollar that began in
recent years and continued during fiscal 2016. As a result, this
unit is more susceptible to impairment risk from adverse
changes in business operating plans and macroeconomic
including any further significant
environment conditions,
devaluation of major currencies relative to the U.S. dollar. Any
such adverse changes in the future could reduce the underlying
cash flows used to estimate fair values and could result in a
decline in fair value that could trigger future impairment
charges of the business unit's goodwill and indefinite-lived
intangibles.
The business unit valuations used to test goodwill and
intangible assets for impairment are dependent on a number of
including
and
significant
macroeconomic conditions, overall category growth rates,
competitive activities, cost containment and margin expansion
and Company business plans. We believe these estimates and
assumptions are reasonable. Changes to, or a failure to, achieve
these business plans or a further deterioration of
the
macroeconomic conditions could result in a valuation that
would trigger an impairment of the goodwill and intangible
assets of these businesses.
assumptions,
estimates
See Note 4 to the Consolidated Financial Statements for
additional discussion on goodwill and intangible asset
impairment testing results.
New Accounting Pronouncements
Refer to Note 1 to the Consolidated Financial Statements for
recently adopted accounting pronouncements and recently
issued accounting pronouncements not yet adopted as of
June 30, 2016.
OTHER INFORMATION
Hedging and Derivative Financial Instruments
As a multinational company with diverse product offerings,
we are exposed to market risks, such as changes in interest
rates, currency exchange rates and commodity prices. We
evaluate exposures on a centralized basis to take advantage of
natural exposure correlation and netting. Except within
financing operations, we leverage the Company's diversified
portfolio of exposures as a natural hedge and prioritize
operational
financial market
instruments. To the extent we choose to further manage
volatility associated with the net exposures, we enter into
various financial transactions which we account for using the
applicable accounting guidance for derivative instruments and
hedging activities. These financial transactions are governed
by our policies covering acceptable counterparty exposure,
instrument types and other hedging practices. See Note 9 to
the Consolidated Financial Statements for a discussion of our
accounting policies for derivative instruments.
activities
hedging
over
Derivative positions are monitored using techniques including
sensitivity analysis and value-at-risk
market valuation,
modeling. The tests for interest rate, currency rate and
commodity derivative positions discussed below are based on
the CorporateManager™ value-at-risk model using a one-year
horizon and a 95% confidence level. The model incorporates
the impact of correlation (the degree to which exposures move
together over time) and diversification (from holding multiple
currency, commodity and interest rate instruments) and
assumes that
returns are normally distributed.
Estimates of volatility and correlations of market factors are
drawn from the RiskMetrics™ dataset as of June 30, 2016. In
cases where data is unavailable in RiskMetrics™, a reasonable
proxy is included.
financial
Our market risk exposures relative to interest rates, currency
rates and commodity prices, as discussed below, have not
changed materially versus the previous reporting period. In
addition, we are not aware of any facts or circumstances that
would significantly impact such exposures in the near term.
Interest Rate Exposure on Financial Instruments. Interest
rate swaps are used to hedge exposures to interest rate
movement on underlying debt obligations. Certain interest rate
swaps denominated in foreign currencies are designated to
hedge exposures to currency exchange rate movements on our
investments in foreign operations. These currency interest rate
swaps are designated as hedges of the Company's foreign net
investments.
The Procter & Gamble Company
29
Based on our interest rate exposure as of and during the year
ended June 30, 2016,
including derivative and other
instruments sensitive to interest rates, we believe a near-term
change in interest rates, at a 95% confidence level based on
historical interest rate movements, would not materially affect
our financial statements.
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, and this measure is used in
assessing achievement of management goals for at-risk
compensation.
Currency Rate Exposure on Financial Instruments. Because
we manufacture and sell products and finance operations in a
number of countries throughout the world, we are exposed to
the impact on revenue and expenses of movements in currency
exchange rates. Corporate policy prescribes the range of
allowable hedging activity. To manage the exchange rate risk
associated with the financing of our operations, we primarily
use forward contracts with maturities of less than 18 months.
In addition, we enter into certain currency swaps with
maturities of up to five years to hedge our exposure to exchange
rate movements on intercompany financing transactions.
Based on our currency rate exposure on derivative and other
instruments as of and during the year ended June 30, 2016, we
believe, at a 95% confidence level based on historical currency
rate movements, the impact on such instruments of a near-term
change in currency rates would not materially affect our
financial statements.
Commodity Price Exposure on Financial Instruments. We
use raw materials that are subject to price volatility caused by
weather, supply conditions, political and economic variables
and other unpredictable factors. We may use futures, options
and swap contracts to manage the volatility related to the above
exposures.
As of and during the years ended June 30, 2016 and June 30,
2015, we did not have any commodity hedging activity.
Measures Not Defined By U.S. GAAP
Our discussion of financial results includes several "non-
GAAP" financial measures. We believe that these measures
provide useful perspective of 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. 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. These measures include:
The following tables provide a numerical reconciliation of
organic sales growth to reported net sales growth:
Year ended
June 30, 2016
Net Sales
Growth
Foreign
Exchange
Impact
Acquisition/
Divestiture
Impact*
Organic
Sales
Growth
Beauty
Grooming
Health Care
Fabric & Home
Care
Baby, Feminine
& Family Care
TOTAL
COMPANY
(9 )%
(8 )%
(5 )%
(7 )%
(9 )%
(8)%
6 %
9 %
6 %
6 %
6 %
6%
3 % — %
2 %
1 %
2 %
1 %
2 %
1 %
2 %
(1)%
3%
1 %
Year ended
June 30, 2015
Net Sales
Growth
Foreign
Exchange
Impact
Acquisition/
Divestiture
Impact*
Organic
Sales
Growth
Beauty
Grooming
Health Care
Fabric & Home
Care
Baby, Feminine
& Family Care
TOTAL
COMPANY
(6 )%
(7 )%
(1 )%
(5 )%
(3 )%
(5)%
5 %
8 %
5 %
6 %
6 %
6%
1 % — %
1 %
— %
4 %
— %
1 %
2 %
— %
3 %
1%
2 %
* Acquisition/Divestiture Impact also includes the impact of the
Venezuela deconsolidation and the rounding impacts necessary to
reconcile net sales to organic sales.
Core EPS. Core EPS is a measure of the Company's diluted
net earnings per share from continuing operations adjusted as
indicated. Management views these non-GAAP measures as a
useful supplemental measure of Company performance over
time. The table below provides a reconciliation of revised
diluted net earnings per share to Core EPS, including the
following reconciling items:
•
Incremental restructuring: While the Company has and
continues to have an ongoing level of restructuring
activities, beginning in 2012 we began a $10 billion
strategic productivity and cost savings initiative that
includes incremental restructuring activities. This results
to accelerate
restructuring charges
in incremental
productivity efforts and cost savings. The charges include
only the incremental portion of the restructuring costs.
Organic Sales Growth. Organic sales growth is a non-GAAP
measure of sales growth excluding the impacts of the
Venezuela deconsolidation, acquisitions, divestitures and
•
Venezuela deconsolidation charge: For accounting
purposes, evolving conditions resulted in a lack of control
in
over our Venezuelan subsidiaries.
Therefore,
30
The Procter & Gamble Company
•
•
accordance with the applicable accounting standards for
consolidation, effective June 30, 2015, we deconsolidated
our Venezuelan subsidiaries and began accounting for our
investment in those subsidiaries using the cost method of
accounting. The charge was incurred to write off our net
assets related to Venezuela.
Charges for certain European legal matters: Several
countries in Europe issued separate complaints alleging
that the Company, along with several other companies,
engaged in violations of competition laws in prior periods.
The Company established Legal Reserves related to these
charges. Management does not view these charges as
indicative of underlying business results.
Venezuela Balance Sheet Remeasurement & Devaluation
Impacts: Venezuela is a highly inflationary economy
under U.S. GAAP. Prior
the
government enacted episodic changes
to currency
exchange mechanisms and rates, which resulted in
currency
non-dollar
denominated monetary assets and liabilities held by our
Venezuelan subsidiaries.
to deconsolidation,
remeasurement
charges
for
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.
2016
2015
2014
Years ended June 30
Diluted net earnings per share -
continuing operations
Incremental restructuring charges
Venezuela balance sheet
devaluation impacts
$3.49
0.18
—
Charges for European legal matters —
—
Venezuelan deconsolidation
—
Rounding
$3.67
CORE EPS
Core EPS Growth
(2)%
$2.84
0.17
0.04
0.01
0.71
(0.01)
$3.76
$3.63
0.11
0.09
0.02
—
—
$3.85
(2)%
5%
* All reconciling items are presented net of tax. Tax effects are
calculated consistent with the nature of the underlying transaction.
Adjusted Free Cash Flow. Adjusted free cash flow is defined
as operating cash flow less capital spending excluding tax
payments related to the divestiture of the discontinued Pet
business. Adjusted free cash flow represents the cash that the
Company is able to generate after taking into account planned
maintenance and asset expansion. We view adjusted free cash
flow as an important measure because it is one factor used in
determining the amount of cash available for dividends, share
repurchases, acquisitions and other discretionary investment.
The following table provides a numerical reconciliation of
adjusted free cash flow ($ millions):
Operating
Cash
Flow
Capital
Spending
Free
Cash
Flow
Divestiture
impacts*
2016 $ 15,435 $
2015
2014
14,608
13,958
(3,314) $ 12,121 $
(3,736)
(3,848)
10,872
10,110
Adjusted
Free
Cash Flow
12,121
11,601
10,110
— $
729
—
* Divestiture impacts relate to tax payments for the Pet Care
divestiture in fiscal 2015.
Adjusted Free Cash Flow Productivity. Adjusted free cash
flow productivity is defined as the ratio of adjusted free cash
flow to net earnings excluding Batteries impairments, the gain
on the sale of the Batteries business and Venezuela charges.
We view adjusted free cash flow productivity as a useful
measure to help investors understand P&G’s ability to generate
cash. Adjusted free cash flow productivity is used by
management in making operating decisions, in allocating
financial resources and for budget planning purposes. The
Company's long-term target is to generate annual adjusted free
cash flow productivity at or above 90 percent.
The following table provides a numerical reconciliation of
adjusted free cash flow productivity ($ millions):
Gain on
Batteries
Sale /
Impairment
& Decon-
solidation
Charges
Net Earnings
Excluding
Batteries Gain/
Impairment &
Deconsolid-
ation Charges
Adjusted
Free
Cash
Flow
Net
Earnings
2016 $10,604 $
2015
2014
7,144
11,785
(72) $
4,187
—
10,532 $ 12,121
11,601
11,331
10,100
11,785
Adjusted
Free
Cash Flow
Productivity
115%
102 %
86 %
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.
The information required by this item is incorporated by
reference to the section entitled Other Information under
Management's Disclosure and Analysis, and Note 9 to the
Consolidated Financial Statements.
The Procter & Gamble Company
31
Item 8. Financial Statements and Supplementary Data.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting of The Procter &
Gamble Company (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United
States of America.
Strong internal controls is an objective that is reinforced through our Worldwide Business Conduct Manual, which sets forth our
commitment to conduct business with integrity, and within both the letter and the spirit of the law. Our people are deeply committed
to our Purpose, Values, and Principles, which unite us in doing what’s right. Our system of internal controls includes written
policies and procedures, segregation of duties, and the careful selection and development of employees. Additional key elements
of our internal control structure include our Global Leadership Council, which is actively involved in oversight of the business
strategies, initiatives, results and controls, our Disclosure Committee, which is responsible for evaluating disclosure implications
of significant business activities and events, our Board of Directors, which provides strong and effective corporate governance,
and our Audit Committee, which reviews significant accounting policies, financial reporting and internal control matters.
The Company's internal control over financial reporting includes a Control Self-Assessment Program that is conducted annually
for critical financial reporting areas of the Company and is audited by our Global Internal Audit organization. Management takes
the appropriate action to correct any identified control deficiencies. Global Internal Audit also performs financial and compliance
audits around the world, provides training, and continuously improves our internal control processes.
Because of its inherent limitations, any system of internal control over financial reporting, no matter how well designed, may not
prevent or detect misstatements due to the possibility that a control can be circumvented or overridden or that misstatements due
to error or fraud may occur that are not detected. Also, because of changes in conditions, internal control effectiveness may vary
over time.
Management assessed the effectiveness of the Company's internal control over financial reporting as of June 30, 2016, using
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) and concluded that the Company maintained effective internal control over financial reporting
as of June 30, 2016, based on these criteria.
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal
control over financial reporting as of June 30, 2016, as stated in their report which is included herein.
/s/ David S. Taylor
David S. Taylor
Chairman of the Board, President and Chief Executive Officer
/s/ Jon R. Moeller
Jon R. Moeller
Chief Financial Officer
August 9, 2016
32
The Procter & Gamble Company
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of The Procter & Gamble Company
Cincinnati, Ohio
We have audited the accompanying Consolidated Balance Sheets of The Procter & Gamble Company and subsidiaries (the
"Company") as of June 30, 2016 and 2015, and the related Consolidated Statements of Earnings, Comprehensive Income,
Shareholders' Equity, and Cash Flows for each of the three years in the period ended June 30, 2016. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, such Consolidated Financial Statements present fairly, in all material respects, the financial position of The Procter
& Gamble Company and subsidiaries at June 30, 2016 and 2015, and the results of their operations and their cash flows for each
of the three years in the period ended June 30, 2016, in conformity with accounting principles generally accepted in the United
States of America.
As discussed in Note 1 and Note 13 to the Consolidated Financial Statements, on July 1, 2015, the Company adopted the new
accounting guidance in ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment
(Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company's internal control over financial reporting as of June 30, 2016, based on the criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated August 9, 2016 expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
August 9, 2016
The Procter & Gamble Company
33
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of The Procter & Gamble Company
Cincinnati, Ohio
We have audited the internal control over financial reporting of The Procter & Gamble Company and subsidiaries (the "Company")
as of June 30, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal
executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors,
management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial
statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject
to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30,
2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Consolidated Financial Statements as of and for the year ended June 30, 2016 of the Company and our report dated August 9,
2016 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the
Company’s adoption on July 1, 2015 of the new accounting guidance in ASU 2014-08, Presentation of Financial Statements (Topic
205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of
Components of an Entity.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
August 9, 2016
34
The Procter & Gamble Company
Consolidated Statements of Earnings
Amounts in millions except per share amounts; Years ended June 30
NET SALES
Cost of products sold
Selling, general and administrative expense
Venezuela deconsolidation charge
OPERATING INCOME
Interest expense
Interest income
Other non-operating income, net
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
Income taxes on continuing operations
NET EARNINGS FROM CONTINUING OPERATIONS
NET EARNINGS/(LOSS) FROM DISCONTINUED OPERATIONS
NET EARNINGS
Less: Net earnings attributable to noncontrolling interests
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
2016
$ 65,299
32,909
18,949
—
13,441
579
182
325
13,369
3,342
10,027
577
10,604
96
$ 10,508
2015
$ 70,749
37,056
20,616
2,028
11,049
626
149
440
11,012
2,725
8,287
(1,143)
7,144
108
7,036
$
2014
$ 74,401
39,030
21,461
—
13,910
709
99
209
13,509
2,851
10,658
1,127
11,785
142
$ 11,643
BASIC NET EARNINGS PER COMMON SHARE: (1)
Earnings from continuing operations
Earnings/(loss) from discontinued operations
BASIC NET EARNINGS PER COMMON SHARE
DILUTED NET EARNINGS PER COMMON SHARE: (1)
Earnings from continuing operations
Earnings/(loss) from discontinued operations
DILUTED NET EARNINGS PER COMMON SHARE
DIVIDENDS PER COMMON SHARE
$
$
$
$
$
3.59
0.21
3.80
3.49
0.20
3.69
2.66
$
$
$
$
$
2.92
(0.42)
2.50
2.84
(0.40)
2.44
2.59
$
$
$
$
$
3.78
0.41
4.19
3.63
0.38
4.01
2.45
(1) Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter &
Gamble.
See accompanying Notes to Consolidated Financial Statements.
Consolidated Statements of Comprehensive Income
Amounts in millions; Years ended June 30
NET EARNINGS
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
The Procter & Gamble Company
35
2016
10,604
$
2015
$
7,144
$
2014
11,785
Financial statement translation
Unrealized gains/(losses) on hedges (net of $5, $739 and $(209) tax, respectively)
Unrealized gains/(losses) on investment securities (net of $7, $0 and $(4) tax,
respectively)
Unrealized gains/(losses) on defined benefit retirement plans (net of $(621), $328
and $(356) tax, respectively)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
TOTAL COMPREHENSIVE INCOME
Less: Total comprehensive income attributable to noncontrolling interests
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO
PROCTER & GAMBLE
(1,679)
1
(7,220)
1,234
1,044
(347)
28
24
9
(1,477)
(3,127)
7,477
96
844
(5,118)
2,026
108
(869)
(163)
11,622
150
$
7,381
$
1,918
$
11,472
See accompanying Notes to Consolidated Financial Statements.
36
The Procter & Gamble Company
Consolidated Balance Sheets
Amounts in millions; Years ended June 30
Assets
CURRENT ASSETS
Cash and cash equivalents
Available-for-sale investment securities
Accounts receivable
INVENTORIES
Materials and supplies
Work in process
Finished goods
Total inventories
Deferred income taxes
Prepaid expenses and other current assets
Current assets held for sale
TOTAL CURRENT ASSETS
PROPERTY, PLANT AND EQUIPMENT, NET
GOODWILL
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET
NONCURRENT ASSETS HELD FOR SALE
OTHER NONCURRENT ASSETS
TOTAL ASSETS
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Accounts payable
Accrued and other liabilities
Current liabilities held for sale
Debt due within one year
TOTAL CURRENT LIABILITIES
LONG-TERM DEBT
DEFERRED INCOME TAXES
NONCURRENT LIABILITIES HELD FOR SALE
OTHER NONCURRENT LIABILITIES
TOTAL LIABILITIES
SHAREHOLDERS' EQUITY
Convertible Class A preferred stock, stated value $1 per share (600 shares authorized)
Non-Voting Class B preferred stock, stated value $1 per share (200 shares authorized)
Common stock, stated value $1 per share (10,000 shares authorized; shares issued:
2016 - 4,009.2, 2015 - 4,009.2 )
Additional paid-in capital
Reserve for ESOP debt retirement
Accumulated other comprehensive income/(loss)
Treasury stock, at cost (shares held: 2016 - 1,341.2, 2015 - 1,294.7)
Retained earnings
Noncontrolling interest
TOTAL SHAREHOLDERS' EQUITY
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
See accompanying Notes to Consolidated Financial Statements.
2016
2015
$
$
7,102
6,246
4,373
6,836
4,767
4,568
1,188
563
2,965
4,716
1,507
2,653
7,185
33,782
19,385
44,350
24,527
—
5,092
127,136
9,325
7,449
2,343
11,653
30,770
18,945
9,113
—
10,325
69,153
1,038
—
1,266
525
3,188
4,979
1,356
2,708
4,432
29,646
19,655
44,622
25,010
5,204
5,358
129,495
8,138
8,091
1,543
12,018
29,790
18,327
9,179
717
8,432
66,445
1,077
—
$
$
4,009
63,714
(1,290)
(15,907)
(82,176)
87,953
642
57,983
127,136
$
4,009
63,852
(1,320)
(12,780)
(77,226)
84,807
631
63,050
129,495
$
$
$
The Procter & Gamble Company
37
Consolidated Statements of Shareholders' Equity
Dollars in millions;
Shares in thousands
Common
Shares
Outstanding
Common
Stock
Preferred
Stock
Add-
itional
Paid-In
Capital
Reserve for
ESOP Debt
Retirement
Accumu-
lated
Other
Comp-
rehensive
Income/
(Loss)
Treasury
Stock
Retained
Earnings
Non-
controlling
Interest
Total
BALANCE JUNE 30, 2013
2,742,327
$4,009
$1,137 $63,538
($1,352)
($7,499)
($71,966) $80,197
$645 $68,709
Net earnings
Other comprehensive income
Dividends to shareholders:
Common
Preferred, net of tax benefits
Treasury purchases
Employee plan issuances
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
(74,987)
40,288
3,178
(26)
364
4
5
11,643
142
11,785
(163)
(6,658)
(253)
(6,005)
2,144
22
12
61
(163)
(6,658)
(253)
(6,005)
2,508
—
73
(25)
(20)
BALANCE JUNE 30, 2014
2,710,806
$4,009
$1,111 $63,911
($1,340)
($7,662)
($75,805) $84,990
$762 $69,976
Net earnings
Other comprehensive loss
Dividends to shareholders:
Common
Preferred, net of tax benefits
Treasury purchases
Employee plan issuances
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
(54,670)
54,100
4,335
(34)
156
4
(219)
7,036
108
7,144
(5,118)
(7,028)
(259)
(4,604)
3,153
30
20
68
(5,118)
(7,028)
(259)
(4,604)
3,309
—
88
(239)
(458)
BALANCE JUNE 30, 2015
2,714,571
$4,009
$1,077 $63,852
($1,320)
($12,780)
($77,226) $84,807
$631 $63,050
Net earnings
Other comprehensive loss
Dividends to shareholders:
Common
Preferred, net of tax benefits
Treasury purchases (1)
Employee plan issuances
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
(103,449)
52,089
4,863
(144)
6
(39)
10,508
96
10,604
(3,127)
(7,181)
(255)
(8,217)
3,234
33
30
74
(85)
(3,127)
(7,181)
(255)
(8,217)
3,090
—
104
(85)
BALANCE JUNE 30, 2016
2,668,074
$4,009
$1,038 $63,714
($1,290)
($15,907)
($82,176) $87,953
$642 $57,983
(1)
Includes $4,213 of treasury shares acquired in the divestiture of the Batteries business (see Note 13).
See accompanying Notes to Consolidated Financial Statements.
38
The Procter & Gamble Company
Consolidated Statements of Cash Flows
Amounts in millions; Years ended June 30
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
OPERATING ACTIVITIES
Net earnings
Depreciation and amortization
Share-based compensation expense
Deferred income taxes
Gain on sale of businesses
Venezuela deconsolidation charge
Goodwill and intangible asset impairment charges
Change in accounts receivable
Change in inventories
Change in accounts payable, accrued and other liabilities
Change in other operating assets and liabilities
Other
TOTAL OPERATING ACTIVITIES
INVESTING ACTIVITIES
Capital expenditures
Proceeds from asset sales
Cash related to deconsolidated Venezuela operations
Acquisitions, net of cash acquired
Purchases of short-term investments
Proceeds from sales of short-term investments
Cash transferred in Batteries divestiture
Restricted cash related to Beauty Brands divestiture
Change in other investments
TOTAL INVESTING ACTIVITIES
FINANCING ACTIVITIES
Dividends to shareholders
Change in short-term debt
Additions to long-term debt
Reductions of long-term debt
Treasury stock purchases
Treasury stock from cash infused in Batteries divestiture
Impact of stock options and other
TOTAL FINANCING ACTIVITIES
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
CHANGE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, END OF YEAR
SUPPLEMENTAL DISCLOSURE
Cash payments for:
Interest
Income taxes
Divestiture of Batteries business in exchange for shares of P&G stock (1)
Assets acquired through non-cash capital leases are immaterial for all periods.
$
$
(1)
Includes $1,730 from cash infused into the Batteries business pursuant to the divestiture agreement (see Note 13).
See accompanying Notes to Consolidated Financial Statements.
2016
6,836
$
2015
2014
$
8,548
$
5,930
10,604
3,078
335
(815)
(41)
—
450
35
116
1,285
204
184
15,435
(3,314)
432
—
(186)
(2,815)
1,354
(143)
(996)
93
(5,575)
(7,436)
(418)
3,916
(2,213)
(4,004)
(1,730)
2,672
(9,213)
(381)
266
7,102
569
3,730
4,213
7,144
3,134
337
(803)
(766)
2,028
2,174
349
313
928
(976)
746
14,608
(3,736)
4,498
(908)
(137)
(3,647)
1,203
—
—
(163)
(2,890)
(7,287)
(2,580)
2,138
(3,512)
(4,604)
—
2,826
(13,019)
(411)
(1,712)
6,836
678
4,558
—
$
$
$
$
11,785
3,141
360
(44)
(154)
—
—
87
8
1
(1,557)
331
13,958
(3,848)
577
—
(24)
(568)
24
—
—
(261)
(4,100)
(6,911)
3,304
4,334
(4,095)
(6,005)
—
2,094
(7,279)
39
2,618
8,548
686
3,320
—
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
The Procter & Gamble Company's (the "Company," "Procter
& Gamble," "we" or "us") business is focused on providing
branded consumer packaged goods of superior quality and
value. Our products are sold in more than 180 countries and
territories primarily through mass merchandisers, grocery
stores, membership club stores, drug stores, department stores,
distributors, baby stores, specialty beauty stores, e-commerce,
high-frequency stores and pharmacies. We have on-the-ground
operations in approximately 70 countries.
Basis of Presentation
The Consolidated Financial Statements include the Company
and its controlled subsidiaries. Intercompany transactions are
eliminated. Prior year amounts have been reclassified to
conform with current year presentation for amounts related to
segment reporting (see Note 2) and discontinued operations
(see Note 13).
There are a number of currency and other operating controls
and restrictions in Venezuela, which have evolved over time
and may continue to evolve in the future. These evolving
conditions resulted in an other-than-temporary lack of
exchangeability between the Venezuelan bolivar and U.S.
dollar and restricted our Venezuelan operations’ ability to pay
dividends and satisfy certain other obligations denominated in
U.S. dollars. For accounting purposes, this resulted in a lack
of control over our Venezuelan subsidiaries. Therefore, in
accordance with the applicable accounting standards for
consolidation, effective June 30, 2015, we deconsolidated our
Venezuelan subsidiaries and began accounting for our
investment in those subsidiaries using the cost method of
accounting. This resulted in a write-off of all of the net assets
of our Venezuelan subsidiaries, along with Venezuela related
assets held by other subsidiaries. Beginning with the first
quarter of fiscal 2016, our financial results only include sales
of finished goods to our Venezuelan subsidiaries to the extent
we receive payments from Venezuela. Accordingly, we no
longer include the results of our Venezuelan subsidiaries’
operations in our financial results.
Use of Estimates
Preparation of
financial statements in conformity with
accounting principles generally accepted in the United States
to make
of America (U.S. GAAP) requires management
estimates and assumptions that affect the amounts reported in
the Consolidated Financial Statements and accompanying
disclosures. These estimates are based on management's best
knowledge of current events and actions the Company may
undertake in the future. Estimates are used in accounting for,
among other items, consumer and trade promotion accruals,
restructuring reserves, pensions, post-employment benefits,
stock options, valuation of acquired intangible assets, useful
lives for depreciation and amortization of long-lived assets,
The Procter & Gamble Company
39
future cash flows associated with impairment testing for
goodwill, indefinite-lived intangible assets and other long-
lived assets, deferred tax assets, uncertain income tax positions
and contingencies. Actual results may ultimately differ from
estimates, although management does not generally believe
such differences would materially affect
the financial
statements in any individual year. However, in regard to
ongoing impairment testing of goodwill and indefinite-lived
intangible assets, significant deterioration in future cash flow
projections or other assumptions used in estimating fair values
versus those anticipated at the time of the initial valuations,
could result in impairment charges that materially affect the
financial statements in a given year.
Revenue Recognition
Sales are recognized when revenue is realized or realizable and
has been earned. Revenue transactions represent sales of
inventory. The revenue recorded is presented net of sales and
other taxes we collect on behalf of governmental authorities.
The revenue includes shipping and handling costs, which
generally are included in the list price to the customer. Our
policy is to recognize revenue when title to the product,
ownership and risk of loss transfer to the customer, which can
be on the date of shipment or the date of receipt by the customer.
A provision for payment discounts and product
return
allowances is recorded as a reduction of sales in the same period
the revenue is recognized.
Trade promotions, consisting primarily of customer pricing
allowances, merchandising funds and consumer coupons, are
offered through various programs to customers and consumers.
Sales are recorded net of trade promotion spending, which is
recognized as incurred, generally at the time of the sale. Most
of these arrangements have terms of approximately one year.
Accruals for expected payouts under these programs are
included as accrued marketing and promotion in the Accrued
and other liabilities line item in the Consolidated Balance
Sheets.
Cost of Products Sold
Cost of products sold is primarily comprised of direct materials
and supplies consumed in the manufacturing of product, as
well as manufacturing labor, depreciation expense and direct
overhead expense necessary to acquire and convert
the
purchased materials and supplies into finished product. Cost
of products sold also includes the cost to distribute products to
customers,
transfer costs,
warehousing costs and other shipping and handling activity.
Selling, General and Administrative Expense
Selling, general and administrative expense (SG&A) is
primarily comprised of marketing expenses, selling expenses,
research and development costs, administrative and other
indirect overhead costs, depreciation and amortization expense
on non-manufacturing assets and other miscellaneous
operating items. Research and development costs are charged
to expense as incurred and were $1.9 billion in 2016, $2.0
billion in 2015 and $1.9 billion in 2014 (reported in Net
earnings from continuing operations). Advertising costs,
charged to expense as incurred, include worldwide television,
inbound freight costs,
internal
Amounts in millions of dollars except per share amounts or as otherwise specified.
40
The Procter & Gamble Company
print, radio, internet and in-store advertising expenses and were
$7.2 billion in 2016, $7.2 billion in 2015 and $7.9 billion in
2014 (reported in Net earnings from continuing operations).
Non-advertising related components of the Company's total
marketing spending include costs associated with consumer
promotions, product sampling and sales aids, which are
included in SG&A, as well as coupons and customer trade
funds, which are recorded as reductions to Net sales.
Other Non-Operating Income, Net
Other non-operating income, net, primarily includes net
acquisition and divestiture gains and investment income.
Currency Translation
Financial statements of operating subsidiaries outside the U.S.
generally are measured using the local currency as the
functional currency. Adjustments to translate those statements
into U.S. dollars are recorded in Other comprehensive income
(OCI).
For subsidiaries operating in highly inflationary
economies, the U.S. dollar is the functional currency. Re-
measurement adjustments for financial statements in highly
inflationary economies and other transactional exchange gains
and losses are reflected in earnings.
Cash Flow Presentation
The Consolidated Statements of Cash Flows are prepared using
the indirect method, which reconciles net earnings to cash flow
from operating activities. Cash flows from foreign currency
transactions and operations are translated at an average
exchange rate for the period. Cash flows from hedging
activities are included in the same category as the items being
hedged. Cash flows from derivative instruments designated
as net investment hedges are classified as financing activities.
Realized gains and losses from non-qualifying derivative
instruments used to hedge currency exposures resulting from
intercompany financing transactions are also classified as
financing activities. Cash flows from other derivative
instruments used to manage interest, commodity or other
currency exposures are classified as operating activities. Cash
payments related to income taxes are classified as operating
activities. Cash flows from the Company's discontinued
operations are included in the Consolidated Statements of Cash
Flows.
Investments
Investment securities consist of readily marketable debt and
equity securities. Unrealized gains or losses from investments
classified as trading, if any, are charged to earnings. Unrealized
gains or losses on securities classified as available-for-sale are
generally recorded in OCI. If an available-for-sale security is
other than temporarily impaired, the loss is charged to either
earnings or OCI depending on our intent and ability to retain
the security until we recover the full cost basis and the extent
of the loss attributable to the creditworthiness of the issuer.
Investment securities are included as Available-for-sale
investment securities and Other noncurrent assets in the
Consolidated Balance Sheets.
Investments in certain companies over which we exert
significant influence, but do not control the financial and
operating decisions, are accounted for as equity method
Amounts in millions of dollars except per share amounts or as otherwise specified.
be
on
changes
assessment may
investments. Other investments that are not controlled, and
over which we do not have the ability to exercise significant
influence, are accounted for under the cost method. Both equity
and cost method investments are included as Other noncurrent
assets in the Consolidated Balance Sheets.
Inventory Valuation
Inventories are valued at the lower of cost or market value.
Product-related inventories are maintained on the first-in, first-
out method. The cost of spare part inventories is maintained
using the average-cost method.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost reduced by
accumulated depreciation. Depreciation expense is recognized
over the assets' estimated useful lives using the straight-line
method. Machinery and equipment includes office furniture
and fixtures (15-year life), computer equipment and capitalized
software (3- to 5-year lives) and manufacturing equipment (3-
to 20-year lives). Buildings are depreciated over an estimated
useful life of 40 years. Estimated useful lives are periodically
reviewed and, when appropriate,
are made
prospectively. When certain events or changes in operating
lives may be adjusted and an
conditions occur, asset
impairment
the
performed
recoverability of the carrying amounts.
Goodwill and Other Intangible Assets
Goodwill and indefinite-lived intangible assets are not
amortized, but are evaluated for impairment annually or more
often if indicators of a potential impairment are present. Our
annual impairment testing of goodwill is performed separately
from our impairment testing of indefinite-lived intangible
assets.
We have acquired brands that have been determined to have
indefinite lives. Those assets are evaluated annually for
impairment. We evaluate a number of factors to determine
whether an indefinite life is appropriate,
including the
competitive environment, market share, brand history, product
life
and the macroeconomic
environment of the countries in which the brands are sold. In
addition, when certain events or changes in operating
conditions occur, an additional impairment assessment is
performed and indefinite-lived assets may be adjusted to a
determinable life.
The cost of intangible assets with determinable useful lives is
amortized to reflect
the pattern of economic benefits
consumed, either on a straight-line or accelerated basis over
the estimated periods benefited. Patents, technology and other
terms are generally
intangible assets with contractual
amortized over their respective legal or contractual lives.
Customer relationships, brands and other non-contractual
intangible assets with determinable lives are amortized over
periods generally ranging from 5 to 30 years. When certain
events or changes in operating conditions occur, an impairment
assessment is performed and remaining lives of intangible
assets with determinable lives may be adjusted.
For additional details on goodwill and intangible assets see
Note 4.
cycles, operating plans
Fair Values of Financial Instruments
Certain financial instruments are required to be recorded at fair
value. Changes in assumptions or estimation methods could
affect the fair value estimates; however, we do not believe any
such changes would have a material impact on our financial
condition, results of operations or cash flows. Other financial
instruments, including cash equivalents, certain investments
and short-term debt, are recorded at cost, which approximates
fair value. The fair values of long-term debt and financial
instruments are disclosed in Note 9.
New Accounting Pronouncements and Policies
In May 2014, the FASB issued ASU 2014-09, “Revenue from
Contracts with Customers (Topic 606)”. This guidance
outlines a single, comprehensive model for accounting for
revenue from contracts with customers. We will adopt the
standard no later than July 1, 2018. While we are currently
assessing the impact of the new standard, we do not expect this
new guidance to have a material impact on our Consolidated
Financial Statements.
On July 1, 2015,
the Company adopted ASU 2014-08,
"Presentation of Financial Statements (Topic 205) and
(Topic 360): Reporting
Property, Plant, and Equipment
Discontinued Operations and Disclosures of Disposals of
Components of an Entity". The guidance included new
reporting and disclosure requirements for discontinued
operations. For additional details on discontinued operations,
see Note 13.
In February 2016, the FASB issued ASU 2016-02, “Leases
(Topic 842)”. The standard requires lessees to recognize lease
assets and lease liabilities on the balance sheet and requires
expanded disclosures about leasing arrangements. We will
adopt the standard no later than July 1, 2019. We are currently
assessing the impact that the new standard will have on our
Consolidated Financial Statements. For additional details on
our operating leases, see Note 12.
In March 2016,
the FASB issued ASU 2016-09, “Stock
Compensation (Topic 718): Improvements to Employee Share-
Based Payment Accounting”. The standard amends several
aspects of the accounting for employee share-based payment
transactions including the accounting for income taxes,
forfeitures and statutory tax withholding requirements, as well
as classification in the statement of cash flows. We will adopt
the standard no later than July 1, 2017. While we are currently
assessing the impact of the new standard, we do not expect the
new guidance to have a material impact on our Consolidated
Financial Statements.
No other new accounting pronouncement issued or effective
during the fiscal year had or is expected to have a material
impact on our Consolidated Financial Statements.
NOTE 2
SEGMENT INFORMATION
On July 9, 2015, the Company announced the signing of a
definitive agreement to divest four product categories, initially
comprised of 43 of its beauty brands (“Beauty Brands”), which
will be merged with Coty Inc. ("Coty"). The transaction
The Procter & Gamble Company
41
In February 2016,
includes the global salon professional hair care and color, retail
hair color, cosmetics and fine fragrance businesses, along with
select hair styling brands and is expected to close in October
2016.
the Company completed the
divestiture of its Batteries business to Berkshire Hathaway.
The Company completed the divestiture of its Pet Care
business in the previous fiscal year. Each of these businesses
are reported as discontinued operations for all periods
presented (see Note 13).
Under U.S. GAAP, our remaining Global Business Units
(GBUs) are aggregated into five reportable segments: 1)
Beauty, 2) Grooming, 3) Health Care, 4) Fabric & Home Care
and 5) Baby, Feminine & Family Care. Our five reportable
segments are comprised of:
•
Beauty: Hair Care (Conditioner, Shampoo, Styling Aids,
Treatments); Skin and Personal Care (Antiperspirant and
Deodorant, Personal Cleansing, Skin Care);
Grooming: Shave Care (Female Blades & Razors, Male
Blades & Razors, Pre- and Post-Shave Products, Other
Shave Care); Appliances;
Health Care: Oral Care (Toothbrushes, Toothpaste, Other
Personal Health Care (Gastrointestinal,
Oral Care);
Rapid Diagnostics, Respiratory, Vitamins/Minerals/
Supplements, Other Personal Health Care);
Fabric & Home Care: Fabric Care (Fabric Enhancers,
Laundry Additives, Laundry Detergents); Home Care (Air
Care, Dish Care, P&G Professional, Surface Care ); and
Baby, Feminine & Family Care: Baby Care (Baby Wipes,
Diapers and Pants); Feminine Care (Adult Incontinence,
Feminine Care); Family Care (Paper Towels, Tissues,
Toilet Paper).
•
•
•
•
The accounting policies of the segments are generally the same
as those described in Note 1. Differences between these
policies and U.S. GAAP primarily reflect income taxes, which
are reflected in the segments using applicable blended statutory
rates. Adjustments to arrive at our effective tax rate are
included in Corporate.
Corporate includes certain operating and non-operating
activities that are not reflected in the operating results used
internally to measure and evaluate the businesses, as well as
items to adjust management reporting principles to U.S. GAAP.
Operating activities in Corporate include the results of
the corporate level.
incidental businesses managed at
Operating elements also include certain employee benefit
costs,
the costs of certain restructuring-type activities to
maintain a competitive cost structure, including manufacturing
and workforce optimization and other general Corporate items.
The non-operating elements in Corporate primarily include
interest expense, certain acquisition and divestiture gains and
interest and investing income.
Total assets for the reportable segments include those assets
managed by the reportable segment, primarily inventory, fixed
assets and intangible assets. Other assets, primarily cash,
accounts receivable, investment securities and goodwill, are
included in Corporate.
Amounts in millions of dollars except per share amounts or as otherwise specified.
42
The Procter & Gamble Company
Our business units are comprised of similar product categories.
Nine business units individually accounted for 5% or more of
consolidated net sales as follows:
Years ended June 30
Fabric Care
Baby Care
Hair Care
Home Care
Shave Care
Family Care
Oral Care
Skin and Personal Care
Feminine Care
All Other
TOTAL
% of Sales by Business Unit*
2015
22%
15%
11%
9%
9%
8%
8%
7%
6%
5%
100% 100%
2016
22%
14%
10%
10%
9%
8%
8%
8%
6%
5%
2014
22%
15%
11%
9%
10%
7%
7%
7%
6%
6%
100%
* % of sales by business unit excludes sales held in Corporate.
The Company had net sales in the U.S. of $27.0 billion, $26.8
billion and $26.7 billion for the years ended June 30, 2016,
2015 and 2014, respectively. Long-lived assets in the U.S.
totaled $8.5 billion and $8.3 billion as of June 30, 2016 and
2015, respectively. Long-lived assets consists of property,
plant and equipment. No other country's net sales or long-lived
assets exceed 10% of the Company totals.
Our largest customer, Wal-Mart Stores, Inc. and its affiliates,
accounted for approximately 15% of consolidated net sales in
2016, 2015 and 2014. No other customer represents more than
10% of our consolidated net sales.
Net Earnings
/(Loss) from
Continuing
Operations
1,975
$
Depreciation
and
Amortization
218
$
Total
Assets
$
3,888
Capital
Expenditures
435
$
Global Segment Results
BEAUTY (1)
GROOMING
HEALTH CARE
FABRIC & HOME CARE
BABY, FEMININE & FAMILY
CARE
CORPORATE (1) (2)
TOTAL COMPANY
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
Net Sales
$ 11,477
12,608
13,401
6,815
7,441
8,009
7,350
7,713
7,798
20,730
22,274
23,506
18,505
20,247
20,950
422
466
737
$ 65,299
70,749
74,401
$
Earnings/(Loss)
from
Continuing
Operations
Before
Income Taxes
$
2,636
2,895
3,020
2,009
2,374
2,589
1,812
1,700
1,597
4,249
4,059
4,264
2,181
2,300
1,548
1,787
1,954
1,250
1,167
1,083
2,778
2,634
2,770
4,042
4,317
4,310
(1,379)
(4,333)
(2,271)
13,369
11,012
13,509
$
2,650
2,938
2,940
(174)
(2,420)
(389)
10,027
8,287
10,658
$
247
256
451
540
576
204
202
199
531
547
539
886
924
908
4,004
4,564
22,819
23,090
23,767
5,139
5,212
5,879
6,919
7,155
7,938
9,863
10,109
10,946
788
674
663
3,078
3,134
3,141
78,508
79,925
91,172
$ 127,136
129,495
144,266
$
411
376
383
372
369
240
218
253
672
986
1,057
1,261
1,337
1,317
323
412
476
3,314
3,736
3,848
(1)
(2)
Prior year adjustments were made to total assets for the Beauty and Corporate reportable segments related to certain Beauty Brands trademarks
included in the scope of the Beauty Brands transaction.
The Corporate reportable segment includes depreciation and amortization, total assets and capital expenditures of the Pet Care and Batteries
businesses prior to their divestiture and of the Beauty Brands businesses.
Amounts in millions of dollars except per share amounts or as otherwise specified.
NOTE 3
SUPPLEMENTAL FINANCIAL INFORMATION
The components of property, plant and equipment were as
follows:
$
Years ended June 30
2016
PROPERTY, PLANT AND EQUIPMENT
Buildings
Machinery and equipment
Land
Construction in progress
TOTAL PROPERTY, PLANT
AND EQUIPMENT
Accumulated depreciation
PROPERTY, PLANT AND
EQUIPMENT, NET
6,885
29,506
769
2,706
$ 19,385
39,866
(20,481)
2015
$
6,949
29,420
763
2,931
40,063
(20,408)
$ 19,655
Selected components of current and noncurrent liabilities were
as follows:
Years ended June 30
ACCRUED AND OTHER LIABILITIES - CURRENT
2016
2015
Marketing and promotion
Compensation expenses
Restructuring reserves
Taxes payable
Legal and environmental
Other
TOTAL
$
$
2,820
1,457
315
397
158
2,302
7,449
OTHER NONCURRENT LIABILITIES
Pension benefits
Other postretirement benefits
Uncertain tax positions
Other
TOTAL
$
6,761
1,808
952
804
$ 10,325
$
$
$
$
2,798
1,390
389
845
205
2,464
8,091
5,247
1,414
1,016
755
8,432
including manufacturing
RESTRUCTURING PROGRAM
The Company has historically incurred an ongoing annual level
of restructuring-type activities to maintain a competitive cost
structure,
and workforce
optimization. Before-tax costs incurred under the ongoing
program have generally ranged from $250 to $500 annually.
the Company initiated an incremental
In fiscal 2012,
restructuring program as part of a productivity and cost savings
plan to reduce costs in the areas of supply chain, research and
development, marketing and overheads. The productivity and
cost savings plan was designed to accelerate cost reductions
by streamlining management decision making, manufacturing
and other work processes in order to help fund the Company's
growth strategy.
The Company expects to incur approximately $5.5 billion in
before-tax restructuring costs over a six year period (from fiscal
The Procter & Gamble Company
43
fiscal
2016,
reduced
In addition,
the Company
2012 through fiscal 2017), including costs incurred as part of
the ongoing and incremental restructuring program. The
program includes a non-manufacturing overhead enrollment
reduction target of approximately 25% - 30% by the end of
fiscal 2017.
Through
non-
manufacturing enrollment by approximately 14,200, or
approximately 24%. The reductions are enabled by the
elimination of duplicate work, simplification through the use
of technology and optimization of various functional and
business organizations.
the plan includes
integration of newly acquired companies and the optimization
of the supply chain and other manufacturing processes.
Restructuring costs incurred consist primarily of costs to
separate employees, asset-related costs to exit facilities and
other costs. The Company incurred total restructuring charges
of approximately $977 and $1,068 for the years ended June 30,
2016 and 2015, respectively. Approximately $202 and $338
of these charges were recorded in SG&A for the years ended
June 30, 2016 and 2015, respectively and approximately $718
and $614 of these charges were recorded in Cost of products
sold for the years ended June 30, 2016 and 2015, respectively.
The remainder of the charges were included in Net earnings
from discontinued operations. Since the inception of this
restructuring
incurred
approximately $4.9 billion of the total expected restructuring
costs. Approximately $2.3 billion of these charges were related
to separations, $1.4 billion were asset-related and $1.2 billion
were related to other restructuring-type costs. The following
table presents restructuring activity for the years ended
June 30, 2016 and 2015:
the Company
program,
has
Amounts in millions
RESERVE
JUNE 30, 2014
Charges
Cash spent
Charges against
assets
RESERVE
JUNE 30, 2015
Charges
Cash spent
Charges against
assets
RESERVE
JUNE 30, 2016
Separations
Asset-
Related
Costs
Other
Total
$
353 $
516
(507)
28 $ 381
— $
1,068
289
263
(771)
— (264)
—
(289)
— (289)
362
262
(381)
27
—
283
432
— (238)
389
977
(619)
—
(432)
— (432)
$
243 $
— $
72 $ 315
Separation Costs
Employee separation charges for the years ended June 30, 2016
and 2015, related to severance packages for approximately
2,770 and 4,820 employees, respectively. For the years ended
June 30, 2016 and 2015, these severance packages included
approximately 920 and 2,340 non-manufacturing employees,
respectively. The packages were predominantly voluntary and
the amounts were calculated based on salary levels and past
Amounts in millions of dollars except per share amounts or as otherwise specified.
44
The Procter & Gamble Company
Severance costs related to voluntary
service periods.
separations are generally charged to earnings when the
employee accepts the offer.
the
restructuring program has incurred separation charges related
to approximately 17,070 employees, of which approximately
9,540 are non-manufacturing overhead personnel.
Since its inception,
Asset-Related Costs
Asset-related costs consist of both asset write-downs and
accelerated depreciation. Asset write-downs relate to the
establishment of a new fair value basis for assets held-for-sale
or disposal. These assets were written down to the lower of
their current carrying basis or amounts expected to be realized
less minor disposal costs. Charges for
upon disposal,
accelerated depreciation relate to long-lived assets that will be
taken out of service prior to the end of their normal service
period.
These assets relate primarily to manufacturing
consolidations and technology standardizations. The asset-
related charges will not have a significant impact on future
depreciation charges.
Other Costs
Other restructuring-type charges are incurred as a direct result
of the restructuring program. Such charges primarily include
employee relocation related to separations and office
consolidations, termination of contracts related to supply chain
redesign and the cost to change internal systems and processes
to support the underlying organizational changes.
NOTE 4
GOODWILL AND INTANGIBLE ASSETS
for ongoing
Consistent with our historical policies
restructuring-type activities, the restructuring program charges
are funded by and included within Corporate for both
management and segment reporting. Accordingly, all of the
charges under the program are included within the Corporate
reportable segment. However, for informative purposes, the
following table summarizes the total restructuring costs related
to our reportable segments:
Years ended June 30
Beauty
Grooming
Health Care
Fabric & Home Care
Baby, Feminine & Family Care
Corporate (1)
Total Company
$
$
2016
2015
72
42
26
250
225
362
977
$
$
63
57
32
197
192
527
1,068
(1) Corporate includes costs related to allocated overheads,
including charges related to our Sales and Market Operations,
Global Business Services and Corporate Functions activities and
costs related to discontinued operations from our Batteries and
Beauty Brands businesses.
The change in the net carrying amount of goodwill by reportable segment was as follows:
Beauty
Grooming
Health
Care
Fabric &
Home
Care
GOODWILL at JUNE 30, 2014 - Gross
Accumulated impairment losses at June 30, 2014
GOODWILL at JUNE 30, 2014 - Net
Acquisitions and divestitures
Goodwill impairment charges
Translation and other
GOODWILL at JUNE 30, 2015 - Gross (1)
Accumulated impairment losses at June 30, 2015 (1)
GOODWILL at JUNE 30, 2015 - Net
Acquisitions and divestitures
Translation and other
GOODWILL at JUNE 30, 2016 - Gross
Accumulated impairment losses at June 30, 2016
GOODWILL at JUNE 30, 2016 - Net
$ 14,065 $ 22,097 $ 6,280 $ 1,981 $
14,065
(136)
—
(1,225)
12,704
12,704
(2)
(57)
12,645
— (1,158)
20,939
—
—
(1,320)
20,777
— (1,158)
19,619
—
(142)
20,635
— (1,158)
—
6,280
(6)
—
(398)
5,876
—
5,876
(2)
(34)
5,840
—
—
1,981
(3)
—
(104)
1,874
—
1,874
—
(18)
1,856
—
$ 12,645 $ 19,477 $ 5,840 $ 1,856 $
Corporate
—
2,554
4,910
(449)
—
— (2,064)
(41)
2,064
— (2,064)
Baby,
Feminine
Total
& Family
Company
Care
4,910 $ 2,554 $ 51,887
— (1,158)
50,729
(594)
(2,064)
(3,449)
47,844
(3,222)
— 44,622
(4)
—
(268)
—
— 45,508
— (1,158)
— $ 44,350
4,549
—
(17)
4,532
—
4,532 $
(361)
4,549
(1) Balances in Corporate segment reflect the gross value of the Batteries goodwill and the corresponding impairment charges recorded against
the business to reflect the value of BH's shares in P&G stock as of June 30, 2015. The Batteries business was divested in February 2016.
Amounts in millions of dollars except per share amounts or as otherwise specified.
On July 9, 2015, the Company announced the signing of a
definitive agreement to divest four product categories, initially
comprised of 43 of its beauty brands ("Beauty Brands"), which
will be merged with Coty. The transaction includes the global
salon professional hair care and color, retail hair color and
cosmetics businesses and a majority of the fine fragrances
business, along with select hair styling brands (see Note 13).
The Beauty Brands have historically been part of
the
Company's Beauty reportable segment.
In accordance with
applicable accounting guidance for the disposal of long-lived
assets, the results of the Beauty Brands are presented as
discontinued operations. As a result, the goodwill attributable
to the Beauty Brands as of June 30, 2016, 2015 and 2014 is
excluded from the preceding table and is reported as Current
assets held for sale in the Consolidated Balance Sheets.
During early fiscal 2015, we determined that the estimated fair
value of our Batteries reporting unit was less than its carrying
amount, resulting in a series of impairment charges. The
underlying fair value assessment was initially triggered by an
agreement in September 2014 to sell the China-based battery
joint venture and a related decision to pursue options to exit
the remainder of the Batteries business. The agreement to sell
the China-based battery joint venture was at a transaction value
that was below the earnings multiple implied from the prior
valuation of our Batteries business, which effectively
eliminated our fair value cushion. As a result, the remaining
business unit cash flows no longer supported the remaining
carrying amount of the Batteries business. Due largely to these
factors, we recorded an initial non-cash, before and after-tax
impairment charge of $863 to reduce the carrying amount of
goodwill for the Batteries business unit to its estimated fair
value. These same factors resulted in a decline in the fair value
of our Duracell trade name intangible asset below its carrying
value. This resulted in a non-cash, before-tax impairment
charge of $110 ($69 after tax) to reduce the carrying amount
of this asset to its estimated fair value.
Later in fiscal 2015, the Company reached an agreement to
divest the Batteries business via a split transaction in which
the Company agreed to exchange a recapitalized Duracell
Company for Berkshire Hathaway's (BH) shares of P&G stock.
Based on the terms of the agreement and the value of BH's
shares of P&G stock as of the transaction date and changes
thereto through June 30, 2015,
the Company recorded
additional non-cash, before and after-tax impairment charges
totaling $1.2 billion.
In February 2016, the Company completed the divestiture of
its Batteries business to BH. Pursuant to the recapitalization
provisions of the agreement, the Company infused additional
cash into the Duracell Company to enable it to repurchase all
52.5 million shares of P&G stock owned by BH. Prior to the
transaction, the Company recorded a non-cash, before-tax
impairment charge of $402 ($350 after tax) during fiscal 2016,
which reflected the value of BH's shares in P&G stock as of
the date of the impairment charges (see Note 13).
All of the fiscal 2016 and 2015 impairment charges in the
Batteries business are included as part of discontinued
operations. The Batteries goodwill is included in Corporate in
the preceding table as of June 30, 2014. The remaining
The Procter & Gamble Company
45
Batteries goodwill at June 30, 2015 is reported in Current assets
held for sale in the Consolidated Balance Sheet.
The remaining change in goodwill during fiscal 2016 and 2015
was primarily due to currency translation across all reportable
segments.
All of the goodwill and indefinite-lived intangible asset
impairment charges that are not reflected in discontinued
operations are included in Corporate for segment reporting.
The goodwill and intangible asset valuations are dependent on
a number of significant estimates and assumptions, including
macroeconomic conditions, overall category growth rates,
competitive activities, cost containment and margin expansion
and Company business plans. We believe these estimates and
assumptions are reasonable and are comparable to those that
would be used by other marketplace participants. However,
actual events and results could differ substantially from those
used in our valuations. To the extent such factors result in a
failure to achieve the level of projected cash flows used to
estimate fair value, we may need to record additional non-cash
impairment charges in the future.
Identifiable intangible assets were comprised of:
2016
2015
Years ended
June 30
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
INTANGIBLE ASSETS WITH DETERMINABLE LIVES
Brands
$ 3,409 $
(2,032) $ 3,039 $
(1,721)
Patents and
technology
Customer
relationships
Other
TOTAL
2,624
(2,164)
2,619
(2,028)
1,382
246
$ 7,661 $
(514)
(130)
1,395
252
(4,840) $ 7,305 $
(464)
(123)
(4,336)
INTANGIBLE ASSETS WITH INDEFINITE LIVES
Brands
TOTAL
21,706
$ 29,367 $
— 22,041
(4,840) $ 29,346 $
—
(4,336)
Due to the divestiture of the Beauty Brands and Batteries
businesses, intangible assets specific to these businesses are
reported in Current assets held for sale in accordance with the
accounting principles for assets held for sale as of June 30,
2016 and 2015.
Amortization expense of intangible assets was as follows:
Years ended June 30
Intangible asset amortization
2016
$ 388
2015
$ 457
2014
$ 514
Estimated amortization expense over the next five fiscal years
is as follows:
Years ending June 30
Estimated
amortization expense $ 326 $ 298 $ 281 $ 255 $ 206
2021
2020
2019
2018
2017
Amounts in millions of dollars except per share amounts or as otherwise specified.
46
The Procter & Gamble Company
NOTE 5
INCOME TAXES
Income taxes are recognized for the amount of taxes payable
for the current year and for the impact of deferred tax assets
and liabilities, which represent future tax consequences of
events that have been recognized differently in the financial
statements than for tax purposes. Deferred tax assets and
liabilities are established using the enacted statutory tax rates
and are adjusted for any changes in such rates in the period of
change.
Earnings from continuing operations before income taxes
consisted of the following:
Years ended June 30
United States
International
TOTAL
2016
$ 8,788
4,581
$ 13,369
2015
$ 8,496
2,516
$ 11,012
2014
$ 8,513
4,996
$ 13,509
Income taxes on continuing operations consisted of the
following:
Years ended June 30
CURRENT TAX EXPENSE
2016
2015
2014
U.S. federal
International
U.S. state and local
$ 1,673
1,483
224
3,380
$ 2,127
1,142
252
3,521
$ 1,399
1,252
237
2,888
DEFERRED TAX EXPENSE
U.S. federal
International and other
33
(71)
(38)
TOTAL TAX EXPENSE $ 3,342
(607)
(189)
(796)
$ 2,725
145
(182)
(37)
$ 2,851
A reconciliation of the U.S. federal statutory income tax rate
to our actual income tax rate on continuing operations is
provided below:
Years ended June 30
U.S. federal statutory
income tax rate
Country mix impacts of
foreign operations
Changes in uncertain tax
positions
Venezuela deconsolidation
charge
Other
EFFECTIVE INCOME
TAX RATE
2016
2015
2014
35.0 % 35.0 % 35.0 %
(9.1)% (14.0)% (10.8)%
(0.5)% (0.9)% (1.7)%
— % 6.6 %
— %
(0.4)% (2.0)% (1.4)%
25.0 % 24.7 % 21.1 %
Amounts in millions of dollars except per share amounts or as otherwise specified.
Changes in uncertain tax positions represent changes in our net
liability related to prior year tax positions. Country mix
impacts of foreign operations includes the effects of foreign
subsidiaries' earnings taxed at rates other than the U.S. statutory
rate, the U.S. tax impacts of non-U.S. earnings repatriation and
any net impacts of intercompany transactions.
Tax benefits credited to shareholders' equity totaled $899 for
the year ended June 30, 2016. This primarily relates to the
impact of certain adjustments to pension obligations recorded
in stockholders' equity and the impact of excess tax benefits
from the exercise of stock options. Tax costs charged to
shareholders' equity totaled $634 for the year ended June 30,
2015. This primarily relates to the tax effects of net investment
hedges and the impact of certain adjustments to pension
obligations recorded in stockholders' equity, partially offset by
excess tax benefits from the exercise of stock options.
We have undistributed earnings of foreign subsidiaries of
approximately $49.0 billion at June 30, 2016, for which
deferred taxes have not been provided. Such earnings are
considered indefinitely invested in the foreign subsidiaries. If
such earnings were repatriated, additional tax expense may
result. However, the calculation of the amount of deferred U.S.
income tax on these earnings is not practicable because of the
large number of assumptions necessary to compute the tax.
A reconciliation of the beginning and ending liability for
uncertain tax positions is as follows:
Years ended June 30
BEGINNING OF YEAR $ 1,096
2016
2015
$ 1,437
2014
$ 1,600
Increases in tax positions
for prior years
Decreases in tax positions
for prior years
Increases in tax positions
for current year
Settlements with taxing
authorities
Lapse in statute of
limitations
Currency translation
END OF YEAR
124
87
146
(97)
(146)
(296)
97
118
142
(301)
(250)
(135)
(39)
(23)
857
(27)
(123)
$ 1,096
(33)
13
$ 1,437
$
Included in the total liability for uncertain tax positions at
June 30, 2016,
is $589 that, depending on the ultimate
resolution, could impact the effective tax rate in future periods.
in approximately 140 taxable
The Company is present
jurisdictions and, at any point in time, has 50-60 jurisdictional
audits underway at various stages of completion. We evaluate
our tax positions and establish liabilities for uncertain tax
positions that may be challenged by local authorities and may
not be fully sustained, despite our belief that the underlying
tax positions are fully supportable. Uncertain tax positions are
reviewed on an ongoing basis and are adjusted in light of
changing facts and circumstances, including progress of tax
audits, developments in case law and closing of statute of
limitations. Such adjustments are reflected in the tax provision
The Procter & Gamble Company
47
Net operating loss carryforwards were $3.2 billion and $3.1
billion at June 30, 2016 and 2015, respectively. If unused, $1.0
billion will expire between 2016 and 2035. The remainder,
totaling $2.2 billion at June 30, 2016, may be carried forward
indefinitely.
as appropriate. We have tax years open ranging from 2008 and
forward. We are generally not able to reliably estimate the
ultimate settlement amounts until the close of the audit. Based
on information currently available, we anticipate that over the
next 12 month period, audit activity could be completed related
to uncertain tax positions in multiple jurisdictions for which
we have accrued existing liabilities of approximately $250,
including interest and penalties.
Accounting pronouncements require that, without discretion,
we recognize the additional accrual of any possible related
interest and penalties relating to the underlying uncertain tax
position in income tax expense, unless the Company qualifies
for a specific exception. As of June 30, 2016, 2015 and 2014,
we had accrued interest of $323, $347 and $411 and accrued
penalties of $20, $19 and $32, respectively, which are not
included in the above table. During the fiscal years ended
June 30, 2016, 2015 and 2014, we recognized $2, $15 and $(6)
in interest benefit/(expense) and $(2), $13 and $2 in penalties
benefit/(expense), respectively. The net benefits recognized
resulted primarily from the favorable resolution of tax
positions for prior years.
Deferred income tax assets and liabilities were comprised of
the following:
2016
2015
Years ended June 30
DEFERRED TAX ASSETS
Pension and postretirement benefits $
Loss and other carryforwards
Stock-based compensation
Advance payments
Accrued marketing and promotion
Unrealized loss on financial and
foreign exchange transactions
Fixed assets
Inventory
Accrued interest and taxes
Other
Valuation allowances
TOTAL
$
2,226
1,077
845
515
240
122
216
61
55
764
(467)
5,654
DEFERRED TAX LIABILITIES
Goodwill and other intangible
assets
Fixed assets
Unrealized gain on financial and
foreign exchange transactions
Other
TOTAL
$
9,461
1,533
$
$
$
1,739
1,014
949
281
266
183
139
49
48
839
(324)
5,183
9,530
1,590
387
105
$ 11,486
353
149
$ 11,622
Amounts in millions of dollars except per share amounts or as otherwise specified.
48
The Procter & Gamble Company
NOTE 6
EARNINGS PER SHARE
Net earnings attributable to Procter & Gamble less preferred dividends (net of related tax benefits) are divided by the weighted
average number of common shares outstanding during the year to calculate Basic net earnings per common share. Diluted net
earnings per common share are calculated to give effect to stock options and other stock-based awards (see Note 7) and assume
conversion of preferred stock (see Note 8).
Net earnings/(loss) attributable to Procter & Gamble and common shares used to calculate Basic and Diluted net earnings per
share were as follows:
Years ended June 30
CONSOLIDATED AMOUNTS
Net earnings/(loss)
Net earnings attributable to
noncontrolling interests
Net earnings/(loss) attributable
to P&G (Diluted)
Preferred dividends, net of tax
Net earnings/(loss) attributable
to P&G available to common
shareholders (Basic)
SHARES IN MILLIONS
Basic weighted average common
shares outstanding
Add: Effect of dilutive securities
Conversion of preferred shares(1)
Impact of stock options and
other unvested equity awards (2)
Diluted weighted average
common shares outstanding
PER SHARE AMOUNTS
Basic net earnings/(loss) per
common share (3)
Diluted net earnings/(loss) per
common share (3)
2016
Dis-
continued
Operations
Continuing
Operations
Total
$ 10,027 $
577 $ 10,604
2015
2014
Dis-
Continuing
continued
Operations
Operations
$ 8,287 $ (1,143) $ 7,144
Total
Continuing
Operations
Dis-
continued
Operations
$ 10,658 $ 1,127 $ 11,785
Total
(96)
—
(96)
(98)
(10)
(108)
(120)
(22)
(142)
9,931
(255)
577
—
10,508
(255)
8,189
(259)
(1,153)
—
7,036
(259)
10,538
(253)
1,105
—
11,643
(253)
$ 9,676 $
577 $ 10,253
$ 7,930 $ (1,153) $ 6,777
$ 10,285 $ 1,105 $ 11,390
2,698.9
2,698.9
2,698.9
2,711.7
2,711.7
2,711.7
2,719.8
2,719.8
2,719.8
103.9
103.9
103.9
108.6
108.6
108.6
112.3
112.3
112.3
41.6
41.6
41.6
63.3
63.3
63.3
72.6
72.6
72.6
2,844.4
2,844.4
2,844.4
2,883.6
2,883.6
2,883.6
2,904.7
2,904.7
2,904.7
$
$
3.59 $
0.21 $
3.80
3.49 $
0.20 $
3.69
$
$
2.92 $ (0.42) $
2.50
2.84 $ (0.40) $
2.44
$
$
3.78 $
0.41 $
4.19
3.63 $
0.38 $
4.01
(1) Despite being included currently in Diluted net earnings per common share, the actual conversion to common stock occurs when the
preferred shares are sold. Shares may only be sold after being allocated to the ESOP participants pursuant to the repayment of the ESOP's
obligations through 2035.
(2) Outstanding stock options of approximately 55 million in 2016, 8 million in 2015 and 9 million in 2014 were not included in the Diluted
net earnings per share calculation because the options were out of the money or to do so would have been antidilutive (i.e., the total proceeds
upon exercise would have exceeded the market value of the underlying common shares).
(3) Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings/(loss) attributable to Procter
& Gamble.
NOTE 7
STOCK-BASED COMPENSATION
We have stock-based compensation plans under which we
annually grant stock option, restricted stock unit (RSU) and
performance stock unit (PSU) awards to key managers and
directors. Exercise prices on options granted have been, and
continue to be, set equal to the market price of the underlying
shares on the date of the grant. Since September 2002, the
grants of key manager stock option awards vest after three years
Amounts in millions of dollars except per share amounts or as otherwise specified.
and have a 10-year life. The key manager stock option awards
granted from July 1998 through August 2002 vested after three
years and have a 15-year life. Key managers can elect to receive
up to the entire value of their option award in RSUs. Key
manager RSUs vest and are settled in shares of common stock
five years from the grant date. The awards provided to the
Company's directors are in the form of RSUs. In addition to
our key manager and director grants, we make other minor
stock option and RSU grants to employees for which the terms
are not substantially different than key manager awards.
Senior-level executives receive PSU awards. Under this
program, the number of PSUs that will vest three years after
the respective grant date is based on the Company's
performance relative to pre-established performance goals
during that three year period.
issuance under
A total of 185 million shares of common stock were authorized
for
the stock-based compensation plan
approved by shareholders in 2014. Atotal of 125 million shares
remain available for grant under the 2014 plan. The disclosures
below include
to
discontinued operations, which is not material in any period
presented.
compensation
stock-based
related
2016
Years ended June 30
STOCK-BASED COMPENSATION EXPENSE
Stock options
RSUs and PSUs
$ 199
143
$ 223
114
2015
2014
$ 246
114
Income tax benefit
$
85
$ 109
$ 127
In calculating the compensation expense for stock options
granted, we utilize a binomial lattice-based valuation model.
Assumptions utilized in the model, which are evaluated and
revised to reflect market conditions and experience, were as
follows:
Years ended June 30
Interest rate
Weighted
average interest
rate
Dividend yield
Expected
volatility
Weighted
average
volatility
Expected life in
years
2016
2015
0.7 - 1.9% 0.1 - 2.1% 0.1 - 2.8%
2014
1.8%
3.2%
2.0%
3.1%
2.5%
3.1%
15 - 17% 11 - 15% 15 - 17%
16%
8.3
15%
8.3
16%
8.2
Lattice-based option valuation models incorporate ranges of
assumptions for inputs and those ranges are disclosed in the
preceding table.
Expected volatilities are based on a
combination of historical volatility of our stock and implied
volatilities of call options on our stock. We use historical data
to estimate option exercise and employee termination patterns
within the valuation model. The expected life of options
granted is derived from the output of the option valuation model
and represents the average period of time that options granted
are expected to be outstanding. The interest rate for periods
within the contractual life of the options is based on the U.S.
Treasury yield curve in effect at the time of grant.
The Procter & Gamble Company
49
A summary of options, RSUs and PSUs outstanding under the
plans as of June 30, 2016 and activity during the year then
ended is presented below:
Options
(in
thousands)
Weighted
Average
Exercise
Price
Weighted
Average
Contract-
ual Life in
Years
Aggregate
Intrinsic
Value
260,292 $ 63.74
79.01
21,848
49.40
(50,175)
73.70
(1,568)
Options
Outstanding,
beginning of
year
Granted
Exercised
Canceled
OUTSTANDING,
END OF YEAR
EXERCISABLE
230,397 $ 68.02
164,578 $ 62.63
5.1 $ 3,440
3.6 $ 3,263
At
The weighted average grant-date fair value of options granted
was $8.48, $9.38 and $10.01 per share in 2016, 2015 and 2014,
respectively. The total intrinsic value of options exercised was
$1,388, $1,814 and $1,152 in 2016, 2015 and 2014,
respectively. The total grant-date fair value of options that
vested during 2016, 2015 and 2014 was $200, $241 and $319,
respectively.
there was $186 of
compensation cost that has not yet been recognized related to
stock option grants. That cost is expected to be recognized
over a remaining weighted average period of 1.9 years. Cash
received from options exercised was $2,332, $2,631 and
$1,938 in 2016, 2015 and 2014, respectively. The actual tax
benefit realized for the tax deductions from option exercises
totaled $433, $519 and $338 in 2016, 2015 and 2014,
respectively.
June 30, 2016,
RSUs
PSUs
Units (in
thousands)
Weighted
Average
Grant Date
Fair Value
Units (in
thousands)
Weighted
Average
Grant Date
Fair Value
5,008 $
1,855
(1,453)
(136)
64.78
66.32
61.64
67.17
1,188 $
571
(613)
—
74.48
73.02
71.68
—
5,274 $
65.53
1,146 $
75.25
Other stock-
based awards
Non-vested
at July 1,
2015
Granted
Vested
Forfeited
Non-vested
at June 30,
2016
At June 30, 2016, there was $202 of compensation cost that
has not yet been recognized related to restricted stock, RSUs
and PSUs. That cost is expected to be recognized over a
remaining weighted average period of 3.0 years. The total fair
value of shares vested was $97, $79 and $95 in 2016, 2015 and
2014, respectively.
We have no specific policy to repurchase common shares to
mitigate the dilutive impact of options, RSUs and PSUs.
However, we have historically made adequate discretionary
purchases, based on cash availability, market trends and other
factors, to offset the impacts of such activity.
Amounts in millions of dollars except per share amounts or as otherwise specified.
50
The Procter & Gamble Company
NOTE 8
POSTRETIREMENT BENEFITS AND EMPLOYEE
STOCK OWNERSHIP PLAN
We offer various postretirement benefits to our employees.
Defined Contribution Retirement Plans
We have defined contribution plans which cover the majority
of our U.S. employees, as well as employees in certain other
countries. These plans are fully funded. We generally make
contributions to participants' accounts based on individual base
salaries and years of service. Total global defined contribution
expense was $292, $305 and $311 in 2016, 2015 and 2014,
respectively.
The primary U.S. defined contribution plan (the U.S. DC plan)
comprises the majority of the expense for the Company's
defined contribution plans.
the
contribution rate is set annually. Total contributions for this
plan approximated 14% of total participants' annual wages and
salaries in 2016 and 2015 and 15% in 2014.
We maintain The Procter & Gamble Profit Sharing Trust
(Trust) and Employee Stock Ownership Plan (ESOP) to
For the U.S. DC plan,
provide a portion of the funding for the U.S. DC plan and other
retiree benefits (described below). Operating details of the
ESOP are provided at the end of this Note. The fair value of
the ESOP Series A shares allocated to participants reduces our
cash contribution required to fund the U.S. DC plan.
Defined Benefit Retirement Plans and Other Retiree
Benefits
We offer defined benefit retirement pension plans to certain
employees. These benefits relate primarily to local plans
outside the U.S. and, to a lesser extent, plans assumed in
previous acquisitions covering U.S. employees.
We also provide certain other retiree benefits, primarily health
care and life insurance, for the majority of our U.S. employees
who become eligible for these benefits when they meet
minimum age and service requirements. Generally, the health
care plans require cost sharing with retirees and pay a stated
percentage of expenses, reduced by deductibles and other
coverages. These benefits are primarily funded by ESOP
Series B shares and certain other assets contributed by the
Company.
Obligation and Funded Status. The following provides a reconciliation of benefit obligations, plan assets and funded status of
these defined benefit plans:
Years ended June 30
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year (3)
Service cost
Interest cost
Participants' contributions
Amendments
Actuarial loss/(gain)
Acquisitions/(divestitures)
Special termination benefits
Currency translation and other
Benefit payments
BENEFIT OBLIGATION AT END OF YEAR (3)
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year
Actual return on plan assets
Acquisitions/(divestitures)
Employer contributions
Participants' contributions
Currency translation and other
ESOP debt impacts (4)
Benefit payments
FAIR VALUE OF PLAN ASSETS AT END OF YEAR
Reclassification of net obligation to held for sale liabilities
FUNDED STATUS
Pension Benefits (1)
2015
2016
Other Retiree Benefits (2)
2016
2015
$
$
15,951
314
466
17
8
1,927
(21)
6
(826)
(557)
17,053
317
545
19
17
524
7
11
(1,908)
(634)
$
17,285
$
15,951
$
$
$
$
10,605
630
(13)
306
17
(719)
—
(557)
10,269
402
(6,614) $
$
11,098
1,016
—
262
19
(1,156)
—
(634)
10,605
336
(5,010)
$
$
$
$
$
$
4,904
124
219
74
(40)
589
(7)
12
(14)
(229)
5,632
$
$
3,470
408
—
32
74
(8)
40
(229)
3,787
16
(1,829) $
$
5,505
156
240
71
(325)
(399)
—
23
(134)
(233)
4,904
3,574
10
—
18
71
(6)
36
(233)
3,470
—
(1,434)
(1)
(2)
(3)
Primarily non-U.S.-based defined benefit retirement plans.
Primarily U.S.-based other postretirement benefit plans.
For the pension benefit plans, the benefit obligation is the projected benefit obligation. For other retiree benefit plans, the benefit obligation
is the accumulated postretirement benefit obligation.
(4) Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits.
Amounts in millions of dollars except per share amounts or as otherwise specified.
The underfunding of pension benefits is primarily a function of the different funding incentives that exist outside of the U.S. In
certain countries, there are no legal requirements or financial incentives provided to companies to pre-fund pension obligations
prior to their due date. In these instances, benefit payments are typically paid directly from the Company's cash as they become
due.
The Procter & Gamble Company
51
Years ended June 30
CLASSIFICATION OF NET AMOUNT RECOGNIZED
Noncurrent assets
Current liabilities
Noncurrent liabilities
NET AMOUNT RECOGNIZED
Pension Benefits
Other Retiree Benefits
2016
2015
2016
2015
$
$
$
180
(33)
(6,761)
(6,614) $
276
(39)
(5,247)
(5,010)
$
$
$
$
— $
(21)
(1,808)
(1,829) $
—
(20)
(1,414)
(1,434)
2,247
(334)
1,913
$
$
1,731
(346)
1,385
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI)
Net actuarial loss
Prior service cost/(credit)
NET AMOUNTS RECOGNIZED IN AOCI
$
$
6,088
270
6,358
$
$
4,488
300
4,788
The accumulated benefit obligation for all defined benefit pension plans was $15,546 and $14,239 as of June 30, 2016 and 2015,
respectively. Pension plans with accumulated benefit obligations in excess of plan assets and plans with projected benefit obligations
in excess of plan assets consisted of the following:
Years ended June 30
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Accumulated Benefit Obligation
Exceeds the Fair Value of Plan Assets
Projected Benefit Obligation
Exceeds the Fair Value of Plan Assets
2016
2015
2016
2015
$
$
15,233
13,587
8,082
$
13,411
11,918
7,931
$
15,853
14,149
8,657
14,057
12,419
8,435
Net Periodic Benefit Cost. Components of the net periodic benefit cost were as follows:
Years ended June 30
Pension Benefits
Other Retiree Benefits
2016
2015
2014
2016
2015
2014
AMOUNTS RECOGNIZED IN NET PERIODIC BENEFIT COST
Service cost
Interest cost
Expected return on plan assets
Prior service cost/(credit) amortization
Net actuarial loss amortization
Special termination benefits
GROSS BENEFIT COST/(CREDIT)
Dividends on ESOP preferred stock
NET PERIODIC BENEFIT COST/(CREDIT)
$
$
314
466
(731)
29
265
6
349
—
349
$
$
317
545
(732)
30
275
11
446
—
446
$
$
298
590
(701)
26
214
5
432
—
432
CHANGE IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN AOCI
Net actuarial loss/(gain) - current year
Prior service cost/(credit) - current year
Amortization of net actuarial loss
Amortization of prior service (cost)/credit
Currency translation and other
TOTAL CHANGE IN AOCI
NET AMOUNTS RECOGNIZED IN PERIODIC
BENEFIT COST AND AOCI
$
$ 2,028
8
(265)
(29)
(172)
1,570
240
17
(275)
(30)
(677)
(725)
$
$
149
256
(385)
(20)
118
9
127
(64)
63
$
$
$
$
124
219
(416)
(52)
78
12
(35)
(52)
(87) $
$
597
(40)
(78)
52
(3)
528
156
240
(406)
(20)
105
23
98
(58)
40
(3)
(325)
(105)
20
(34)
(447)
$ 1,919
$
(279)
$
441
$
(407)
Net periodic benefit costs include amounts related to discontinued operations, which are not material for any period.
Amounts in millions of dollars except per share amounts or as otherwise specified.
52
The Procter & Gamble Company
Amounts expected to be amortized from AOCI into net periodic benefit cost during the year ending June 30, 2017, are as follows:
Net actuarial loss
Prior service cost/(credit)
Pension Benefits
$
400
28
Other Retiree Benefits
126
$
(45)
Assumptions. We determine our actuarial assumptions on an annual basis. These assumptions are weighted to reflect each country
that may have an impact on the cost of providing retirement benefits. The weighted average assumptions used to determine benefit
obligations recorded on the Consolidated Balance Sheets as of June 30, were as follows: (1)
Discount rate
Rate of compensation increase
Health care cost trend rates assumed for next year
Rate to which the health care cost trend rate is assumed to decline (ultimate
trend rate)
Year that the rate reaches the ultimate trend rate
(1) Determined as of end of year.
Pension Benefits
Other Retiree Benefits
2016
2015
2016
2015
2.1%
2.9%
N/A
N/A
N/A
3.1%
3.1%
N/A
N/A
N/A
3.6%
N/A
7.2%
4.9%
2021
4.5%
N/A
6.8%
5.0%
2021
The weighted average assumptions used to determine net benefit cost recorded on the Consolidated Statement of Earnings for the
years ended June 30, were as follows: (1)
Years ended June 30
Discount rate
Expected return on plan assets
Rate of compensation increase
Pension Benefits
Other Retiree Benefits
2015
2016
3.1% 3.5%
7.2% 7.2%
3.1% 3.2%
2014
4.0%
7.2%
3.2%
2015
2016
4.5% 4.4%
8.3% 8.3%
N/A
N/A
2014
4.8%
8.3%
N/A
(1) Determined as of beginning of year and adjusted for acquisitions.
Several factors are considered in developing the estimate for the long-term expected rate of return on plan assets. For the defined
benefit retirement plans, these factors include historical rates of return of broad equity and bond indices and projected long-term
rates of return obtained from pension investment consultants. The expected long-term rates of return for plan assets are 8 - 9%
for equities and 5 - 6% for bonds. For other retiree benefit plans, the expected long-term rate of return reflects that the assets are
comprised primarily of Company stock. The expected rate of return on Company stock is based on the long-term projected return
of 8.5% and reflects the historical pattern of returns.
Assumed health care cost trend rates could have a significant effect on the amounts reported for the other retiree benefit plans. A
one percentage point change in assumed health care cost trend rates would have the following effects:
Effect on the total service and interest cost components
Effect on the accumulated postretirement benefit obligation
One-Percentage
Point Increase
One-Percentage
Point Decrease
$
$
80
1,057
(59)
(809)
Plan Assets. Our investment objective for defined benefit retirement plan assets is to meet the plans' benefit obligations, while
minimizing the potential for future required Company plan contributions. The investment strategies focus on asset class
diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target
ranges for asset allocations are determined by matching the actuarial projections of the plans' future liabilities and benefit payments
with expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset
classes. Plan assets are diversified across several investment managers and are generally invested in liquid funds that are selected
to track broad market equity and bond indices.
Investment risk is carefully controlled with plan assets rebalanced to target
allocations on a periodic basis and with continual monitoring of investment managers' performance relative to the investment
guidelines established with each investment manager.
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company
53
Our target asset allocation for the year ended June 30, 2016, and actual asset allocation by asset category as of June 30, 2016 and
2015, were as follows:
Target Asset Allocation
Actual Asset Allocation at June 30
Asset Category
Cash
Debt securities
Equity securities
TOTAL
Pension Benefits
2%
55%
43%
100%
Other Retiree
Benefits
Pension Benefits
Other Retiree Benefits
2016
2015
2016
2015
2%
3%
95%
100%
2%
55%
43%
100%
2%
50%
48%
100%
2%
4%
94%
100%
1%
5%
94%
100%
The following tables set forth the fair value of the Company's plan assets as of June 30, 2016 and 2015 segregated by level within
the fair value hierarchy (refer to Note 9 for further discussion on the fair value hierarchy and fair value principles). Collective
funds are valued using the net asset value reported by the managers of the funds and as supported by the unit prices of actual
purchase and sale transactions. Company stock listed as Level 2 in the hierarchy represents preferred shares which are valued
based on the value of Company common stock. The majority of our Level 3 pension assets are insurance contracts. Their fair
values are based on their cash equivalent or models that project future cash flows and discount the future amounts to a present
value using market-based observable inputs, including credit risk and interest rate curves. There was no significant activity within
the Level 3 pension and other retiree benefits plan assets during the years presented.
Years ended June 30
ASSETS AT FAIR VALUE
Cash and cash equivalents
Company stock (1)
Collective fund - equity
Collective fund - fixed income
Other (2)
TOTAL ASSETS AT FAIR VALUE
Pension Benefits
Other Retiree Benefits
Fair Value
Hierarchy Level
2016
2015
Fair Value
Hierarchy Level
2016
2015
1 & 2
2
2
1 & 3
$
262
—
4,381
5,498
128
$ 10,269
$
266
—
5,054
5,162
123
$ 10,605
1
2
2
2
$
$
70
3,545
14
158
—
3,787
$
$
36
3,239
17
178
—
3,470
(1) Company stock is net of ESOP debt discussed below.
(2)
The Company's other pension and other retiree benefit plan assets measured at fair value are generally classified as Level 3 within the fair
value hierarchy. There are no material other pension and other retiree benefit plan asset balances classified as Level 1 within the fair value
hierarchy.
Cash Flows. Management's best estimate of cash requirements
the defined benefit
and discretionary contributions for
retirement plans and other retiree benefit plans for the year
ending June 30, 2017, is $217 and $37, respectively. For the
defined benefit retirement plans, this is comprised of $93 in
expected benefit payments from the Company directly to
participants of unfunded plans and $124 of expected
contributions to funded plans. For other retiree benefit plans,
this is comprised of $22 in expected benefit payments from the
Company directly to participants of unfunded plans and $15
of expected contributions to funded plans.
Expected
contributions are dependent on many variables, including the
variability of the market value of the plan assets as compared
to the benefit obligation and other market or regulatory
conditions. In addition, we take into consideration our business
investment opportunities and resulting cash requirements.
Accordingly, actual funding may differ significantly from
current estimates.
Total benefit payments expected to be paid to participants,
which include payments funded from the Company's assets
and payments from the plans are as follows:
Years ending June 30
EXPECTED BENEFIT PAYMENTS
Pension
Benefits
Other Retiree
Benefits
$
2017
2018
2019
2020
2021
2022 - 2026
$
516
527
537
550
588
3,232
190
207
221
233
244
1,365
Amounts in millions of dollars except per share amounts or as otherwise specified.
54
The Procter & Gamble Company
Employee Stock Ownership Plan
NOTE 9
We maintain the ESOP to provide funding for certain employee
benefits discussed in the preceding paragraphs.
RISK MANAGEMENTACTIVITIES AND FAIR VALUE
MEASUREMENTS
The ESOPborrowed $1.0 billion in 1989 and the proceeds were
used to purchase Series A ESOP Convertible Class A Preferred
Stock to fund a portion of the U.S. DC plan. Principal and
interest requirements of the borrowing were paid by the Trust
from dividends on the preferred shares and from advances
provided by the Company. The original borrowing of $1.0
billion has been repaid in full, and advances from the Company
of $74 remain outstanding at June 30, 2016. Each share is
convertible at the option of the holder into one share of the
Company's common stock. The dividend for the current year
was equal to the common stock dividend of $2.66 per share.
The liquidation value is $6.82 per share.
In 1991, the ESOP borrowed an additional $1.0 billion. The
proceeds were used to purchase Series B ESOP Convertible
Class A Preferred Stock to fund a portion of retiree health care
benefits. These shares, net of the ESOP's debt, are considered
plan assets of the other retiree benefits plan discussed above.
Debt service requirements are funded by preferred stock
dividends, cash contributions and advances provided by the
Company, of which $718 is outstanding at June 30, 2016. Each
share is convertible at the option of the holder into one share
of the Company's common stock. The dividend for the current
year was equal to the common stock dividend of $2.66 per
share. The liquidation value is $12.96 per share.
Our ESOP accounting practices are consistent with current
ESOP accounting guidance,
including the permissible
continuation of certain provisions from prior accounting
guidance. ESOP debt, which is guaranteed by the Company,
is recorded as debt (see Note 10) with an offset to the reserve
for ESOP debt
retirement, which is presented within
Shareholders' equity. Advances to the ESOP by the Company
are recorded as an increase in the Reserve for ESOP debt
retirement. Interest incurred on the ESOP debt is recorded as
Interest expense. Dividends on all preferred shares, net of
related tax benefits, are charged to Retained earnings.
The series A and B preferred shares of the ESOP are allocated
to employees based on debt service requirements. The number
of preferred shares outstanding at June 30 was as follows:
Shares in thousands
Allocated
Unallocated
TOTAL SERIES A
Allocated
Unallocated
TOTAL SERIES B
2016
39,241
6,095
45,336
23,925
32,319
56,244
2015
42,044
7,228
49,272
23,074
34,096
57,170
2014
44,465
8,474
52,939
22,085
35,753
57,838
For purposes of calculating diluted net earnings per common
share, the preferred shares held by the ESOP are considered
converted from inception.
Amounts in millions of dollars except per share amounts or as otherwise specified.
As a multinational company with diverse product offerings,
we are exposed to market risks, such as changes in interest
rates, currency exchange rates and commodity prices. We
evaluate exposures on a centralized basis to take advantage of
natural exposure correlation and netting. To the extent we
choose to manage volatility associated with the net exposures,
we enter into various financial transactions that we account for
using the applicable accounting guidance for derivative
instruments
financial
transactions are governed by our policies covering acceptable
counterparty exposure, instrument types and other hedging
practices.
and hedging activities.
These
At inception, we formally designate and document qualifying
instruments as hedges of underlying exposures. We formally
assess, at inception and at least quarterly thereafter, whether
the financial instruments used in hedging transactions are
effective at offsetting changes in either the fair value or cash
flows of the related underlying exposures. Fluctuations in the
value of these instruments generally are offset by changes in
the fair value or cash flows of the underlying exposures being
hedged. This is driven by the high degree of effectiveness
between the exposure being hedged and the hedging
instrument. The ineffective portion of a change in the fair value
of a qualifying instrument
is immediately recognized in
earnings. The amount of ineffectiveness recognized was
immaterial for all years presented.
Credit Risk Management
We have counterparty credit guidelines and normally enter into
transactions with investment grade financial institutions, to the
extent commercially viable. Counterparty exposures are
monitored daily and downgrades in counterparty credit ratings
are reviewed on a timely basis. We have not incurred, and do
not expect
losses on our risk
management or other financial instruments.
to incur, material credit
Substantially all of the Company's financial instruments used
in hedging transactions are governed by industry standard
netting and collateral agreements with counterparties. If the
Company's credit rating were to fall below the levels stipulated
in the agreements, the counterparties could demand either
collateralization or termination of the arrangements. The
aggregate fair value of the instruments covered by these
contractual features that are in a net liability position as of
June 30, 2016, was not material. The Company has not been
required to post collateral as a result of these contractual
features.
Interest Rate Risk Management
Our policy is to manage interest cost using a mixture of fixed-
rate and variable-rate debt. To manage this risk in a cost-
efficient manner, we enter into interest rate swaps whereby we
agree to exchange with the counterparty, at specified intervals,
the difference between fixed and variable interest amounts
calculated by reference to a notional amount.
and the underlying debt obligations
Interest rate swaps that meet specific accounting criteria are
accounted for as fair value or cash flow hedges. For fair value
hedges, the changes in the fair value of both the hedging
instruments
are
immediately recognized in Interest expense. For cash flow
hedges, the effective portion of the changes in fair value of the
hedging instrument is reported in OCI and reclassified into
Interest expense over the life of the underlying debt obligation.
The ineffective portion for both cash flow and fair value
hedges, which was not material for any year presented, was
immediately recognized in Interest expense.
Foreign Currency Risk Management
We manufacture and sell our products and finance our
operations in a number of countries throughout the world. As
a result, we are exposed to movements in foreign currency
exchange rates.
To manage the exchange rate risk primarily associated with the
financing of our operations, we have historically used a
combination of forward contracts, options and currency swaps.
As of June 30, 2016, we had currency swaps with original
maturities up to five years, which are intended to offset the
effect of exchange rate fluctuations on intercompany loans
denominated in foreign currencies. These swaps are accounted
for as cash flow hedges. The effective portion of the changes
in fair value of these instruments is reported in OCI and
reclassified into SG&Aand Interest expense in the same period
or periods during which the related hedged transactions affect
earnings. The ineffective portion, which was not material for
any year presented, was immediately recognized in SG&A.
The change in fair values of certain non-qualifying instruments
used to manage foreign exchange exposure of intercompany
financing transactions and certain balance sheet items subject
to revaluation are immediately recognized in earnings,
substantially offsetting the foreign currency mark-to-market
impact of the related exposures.
Net Investment Hedging
investment positions in foreign
We hedge certain net
subsidiaries. To accomplish this, we either borrow directly in
foreign currencies and designate all or a portion of the foreign
currency debt as a hedge of the applicable net investment
position or we enter into foreign currency swaps that are
designated as hedges of net investments. Changes in the fair
value of these instruments are recognized in OCI to offset the
change in the value of the net investment being hedged. The
ineffective portion of these hedges, which was not material in
any year presented, was immediately recognized in Interest
expense.
The Procter & Gamble Company
55
Commodity Risk Management
Certain raw materials used in our products or production
processes are subject to price volatility caused by weather,
supply conditions, political and economic variables and other
unpredictable factors. To manage the volatility related to
anticipated purchases of certain of these materials, we have
historically, on a limited basis, used futures and options with
maturities generally less than one year and swap contracts with
maturities up to five years. As of and during the years ended
June 30, 2016 and 2015, we did not have any commodity
hedging activity.
Insurance
We self-insure for most insurable risks. However, we purchase
insurance for Directors and Officers Liability and certain other
coverage where it is required by law or by contract.
Fair Value Hierarchy
Accounting guidance on fair value measurements for certain
financial assets and liabilities requires that financial assets and
liabilities carried at fair value be classified and disclosed in
one of the following categories:
•
Level 1: Quoted market prices in active markets for
identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable
inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting
entity's own assumptions or external inputs from inactive
markets.
•
•
When applying fair value principles in the valuation of assets
and liabilities, we are required to maximize the use of quoted
market prices and minimize the use of unobservable inputs.
The Company has not changed its valuation techniques used
in measuring the fair value of any financial assets or liabilities
during the year. Our fair value estimates take into consideration
the credit risk of both the Company and our counterparties.
When active market quotes are not available for financial assets
and liabilities, we use industry standard valuation models.
Where applicable, these models project future cash flows and
discount the future amounts to a present value using market-
based observable inputs including credit risk, interest rate
curves, foreign currency rates and forward and spot prices for
currencies. In circumstances where market-based observable
inputs are not available, management judgment is used to
develop assumptions to estimate fair value. Generally, the fair
value of our Level 3 instruments is estimated as the net present
value of expected future cash flows based on external inputs.
Amounts in millions of dollars except per share amounts or as otherwise specified.
56
The Procter & Gamble Company
The following table sets forth the Company's financial assets as of June 30, 2016 and 2015 that were measured at fair value on a
recurring basis during the period:
Years ended June 30
Investments:
U.S. government securities
Corporate bond securities
Other investments
TOTAL
Fair Value Asset
2016
2015
$
$
4,839
1,407
28
6,274
$
$
3,495
1,272
30
4,797
Investment securities are presented in Available-for-sale investment securities and Other noncurrent assets. The amortized cost
of the U.S. government securities with maturities less than one year was $292 and $700 as of June 30, 2016 and 2015, respectively.
The amortized cost of the U.S. government securities with maturities between one and five years was $4,513 and $2,789 as of
June 30, 2016 and 2015, respectively. The amortized cost of corporate bond securities with maturities of less than a year was
$382 and $221 as of June 30, 2016 and 2015, respectively. The amortized cost of corporate bond securities with maturities between
one and five years was $1,018 and $1,052 as of June 30, 2016 and 2015, respectively. The Company's investments measured at
fair value are generally classified as Level 2 within the fair value hierarchy. There are no material investment balances classified
as either Level 1 or Level 3 within the fair value hierarchy. Fair values are generally estimated based upon quoted market prices
for similar instruments.
The fair value of long-term debt was $24,362 and $23,127 as of June 30, 2016 and 2015, respectively. This includes the current
portion ($2,761 and $2,776 as of June 30, 2016 and 2015, respectively) of debt instruments. Certain long-term debt is recorded
at fair value. Certain long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure
purposes. Long-term debt with fair value of $2,331 and $2,180 as of June 30, 2016 and 2015, respectively, is classified as Level
2 within the fair value hierarchy. All remaining long-term debt is classified as Level 1 within the fair value hierarchy. Fair values
are generally estimated based on quoted market prices for identical or similar instruments.
Disclosures about Derivative Instruments
The notional amounts and fair values of qualifying and non-qualifying financial instruments used in hedging transactions as of
June 30, 2016 and 2015 are as follows:
Notional Amount
Fair Value Asset
Fair Value (Liability)
Years ended June 30
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
2016
2015
Foreign currency contracts
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
798
$
$
951
Interest rate contracts
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
7,208
4,993
$
$
Net investment hedges
537
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
6,610
Foreign currency contracts
6,482
3,013
$
$
$
$
2016
2015
2016
2015
$
$
$
$
94
371
28
28
$
$
$
$
312
172
96
13
$
$
$
$
(63) $
—
— $
(13)
(115) $
(1)
(38) $
(68)
All derivative assets are presented in Prepaid expenses and other current assets or Other noncurrent assets. All derivative liabilities
are presented in Accrued and other liabilities or Other noncurrent liabilities. The total notional amount of contracts outstanding
at the end of the period is indicative of the level of the Company's derivative activity during the period. The decrease in the
notional balance of interest rate fair value hedges is due to the maturity of fixed rate debt and underlying swaps in the current
period. The increase in the notional balance of net investment hedges primarily reflects a movement into Euro cross currency
swaps due to lower interest rates in the current period. All of the Company's derivative assets and liabilities measured at fair value
are classified as Level 2 within the fair value hierarchy.
The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. There were
no transfers between levels during the periods presented. In addition, there was no significant activity within the Level 3 assets
and liabilities during the periods presented. Except for the impairment charges related to our Batteries business (see Note 4), there
were no significant assets or liabilities that were re-measured at fair value on a non-recurring basis during the years ended June 30,
2016 and 2015.
Amounts in millions of dollars except per share amounts or as otherwise specified.
Amount of Gain/(Loss)
Recognized in AOCI
on Derivatives (Effective Portion)
NOTE 10
SHORT-TERM AND LONG-TERM DEBT
The Procter & Gamble Company
57
2015
2016
Years ended June 30
DERIVATIVES IN CASH FLOW HEDGING
RELATIONSHIPS
Interest rate contracts
Foreign currency contracts
$
TOTAL
DERIVATIVES IN NET INVESTMENT HEDGING
RELATIONSHIPS
Net investment hedges
(2) $
—
(2) $
(53) $
$
$
(1)
5
4
60
During the next 12 months, the amount of the June 30, 2016
AOCI balance that will be reclassified to earnings is expected
to be immaterial. The amounts of gains and losses included in
earnings
from qualifying and non-qualifying financial
instruments used in hedging transactions for the years ended
June 30, 2016 and 2015 were as follows:
Amount of Gain/(Loss)
Reclassified from
AOCI into Earnings
Years ended June 30
DERIVATIVES IN CASH FLOW HEDGING
RELATIONSHIPS
2016
2015
Interest rate contracts
Foreign currency contracts
TOTAL
$
$
$
3
(106)
(103) $
6
152
158
Amount of Gain/(Loss)
Recognized in Earnings
Years ended June 30
DERIVATIVES IN FAIR VALUE HEDGING
RELATIONSHIPS
2016
2015
$
$
$
212
(212)
Interest rate contracts
Debt
TOTAL
DERIVATIVES IN NET INVESTMENT HEDGING
RELATIONSHIPS
Net investment hedges
DERIVATIVES NOT DESIGNATED AS HEDGING
INSTRUMENTS
Foreign currency contracts (1) $
(120) $
— $
(2) $
$
(9)
9
—
(1)
(987)
(1)
The gain or loss on non-qualifying foreign currency contracts
substantially offsets the foreign currency mark-to-market impact
of the related exposure.
Years ended June 30
DEBT DUE WITHIN ONE YEAR
Current portion of long-term debt
Commercial paper
Other
TOTAL
Short-term weighted average
interest rates (1)
(1)
2016
2015
$ 2,760
8,690
203
$ 11,653
$
2,772
8,807
439
$ 12,018
0.2%
0.3%
Short-term weighted average interest rates include the effects of
interest rate swaps discussed in Note 9.
2016
2015
$ 1,000
500
$ 1,000
500
500
1,221
1,000
1,250
550
973
666
500
1,231
1,000
1,250
550
818
671
Years ended June 30
LONG-TERM DEBT
1.45% USD note due August 2016
0.75% USD note due November 2016
Floating rate USD note due
November 2016
5.13% EUR note due October 2017
1.60% USD note due November 2018
4.70% USD note due February 2019
1.90% USD note due November 2019
0.28% JPY note due May 2020
4.13% EUR note due December 2020
9.36% ESOP debentures due
2016-2021(1)
1.85% USD note due February 2021
2.00% EUR note due November 2021
2.30% USD note due February 2022
2.00% EUR note due August 2022
3.10% USD note due August 2023
1.13% EUR note due November 2023
2.70% USD note due February 2026
4.88% EUR note due May 2027
6.25% GBP note due January 2030
5.50% USD note due February 2034
5.80% USD note due August 2034
5.55% USD note due March 2037
Capital lease obligations
All other long-term debt
Current portion of long-term debt
TOTAL
Long-term weighted average interest
3.2%
rates (2)
(1) Debt issued by the ESOP is guaranteed by the Company and is
572
—
839
1,000
1,119
1,000
—
—
1,119
786
500
600
1,400
52
4,592
(2,772)
$18,327
498
600
833
1,000
1,110
1,000
1,388
600
1,110
670
500
600
1,400
45
2,691
(2,760)
$18,945
3.1%
(2)
recorded as debt of the Company, as discussed in Note 8.
Long-term weighted average interest rates include the effects of
interest rate swaps discussed in Note 9.
Long-term debt maturities during the next five fiscal years are as
follows:
Years ending June 30
Debt maturities
2017
2018
2019
$2,760 $1,323 $2,357 $2,099 $1,387
2020
2021
The Procter & Gamble Company fully and unconditionally
guarantees the registered debt and securities issued by its 100%
owned finance subsidiaries.
Amounts in millions of dollars except per share amounts or as otherwise specified.
58
The Procter & Gamble Company
NOTE 11
ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
The table below presents the changes in Accumulated other comprehensive income/(loss) (AOCI), including the reclassifications
out of Accumulated other comprehensive income/(loss) by component:
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
Hedges
Investment
Securities
Pension and Other
Retiree Benefits
Financial Statement
Translation
BALANCE at JUNE 30, 2014
OCI before reclassifications (1)
Amounts reclassified from AOCI (2) (5) (6)
Net current period OCI
BALANCE at JUNE 30, 2015
OCI before reclassifications (3)
Amounts reclassified from AOCI (4) (5)
Net current period OCI
BALANCE at JUNE 30, 2016
$
$
(3,876) $
1,390
(156)
1,234
(2,642)
(103)
104
1
(2,641) $
(18) $
26
(2)
24
6
29
(1)
28
34
$
(5,165) $
563
281
844
(4,321)
(1,710)
233
(1,477)
(5,798) $
$
Total
(7,662)
1,397
(7,475)
(5,496)
255
378
(7,220)
(5,118)
(5,823)
(12,780)
(1,679)
(3,463)
—
336
(3,127)
(1,679)
(7,502) $ (15,907)
(1) Net of tax (benefit) / expense of $741, $1 and $219 for gains/losses on hedges, investment securities and pension and other retiree benefit
items, respectively, for the period ended June 30, 2015.
(2) Net of tax (benefit) / expense of $(2), $(1), and $109 for gains/losses on hedges, investment securities and pension and other retiree benefit
items, respectively, for the period ended June 30, 2015.
(3) Net of tax (benefit) / expense of $6, $7, and $(708) for gains/losses on hedges, investment securities and pension and other retiree benefit
items, respectively, for the period ended June 30, 2016.
(4) Net of tax (benefit) / expense of $(1), $0, and $87 for gains/losses on hedges, investment securities and pension and other retiree benefit
(5)
items, respectively, for the period ended June 30, 2016.
See Note 9 for classification of gains and losses from hedges in the Consolidated Statements of Earnings. Gains and losses on investment
securities are reclassified from AOCI into Other non-operating income, net. Gains and losses on pension and other retiree benefits are
reclassified from AOCI into Cost of products sold and SG&A, and are included in the computation of net periodic pension cost (see Note
8 for additional details).
(6) Amounts reclassified from AOCI for financial statement translation relate to the foreign currency losses written off as part of the
deconsolidation of our Venezuelan subsidiaries in fiscal 2015. These losses were reclassified into the Venezuela deconsolidation charge in
the Consolidated Statements of Earnings.
Amounts in millions of dollars except per share amounts or as otherwise specified.
NOTE 12
Litigation
The Procter & Gamble Company
59
COMMITMENTS AND CONTINGENCIES
Guarantees
routine
indemnifications
In conjunction with certain transactions, primarily divestitures,
we may
(e.g.,
provide
representations and warranties and
indemnification for
retention of previously existing environmental,
tax and
employee liabilities) for which terms range in duration and, in
some circumstances, are not explicitly defined. The maximum
obligation under some indemnifications is also not explicitly
stated and, as a result, the overall amount of these obligations
cannot be reasonably estimated. Other than obligations
recorded as liabilities at the time of divestiture, we have not
made significant payments for these indemnifications. We
believe that if we were to incur a loss on any of these matters,
the loss would not have a material effect on our financial
position, results of operations or cash flows.
We are subject to various legal proceedings and claims arising
out of our business which cover a wide range of matters such
as antitrust, trade and other governmental regulations, product
contracts,
liability, patent
environmental, labor and employment and tax.
and trademark, advertising,
While considerable uncertainty exists,
in the opinion of
management and our counsel, the ultimate resolution of the
various lawsuits and claims will not materially affect our
financial position, results of operations or cash flows.
We are also subject to contingencies pursuant to environmental
laws and regulations that in the future may require us to take
action to correct the effects on the environment of prior
manufacturing and waste disposal practices. Based on
currently available information, we do not believe the ultimate
resolution of environmental remediation will materially affect
our financial position, results of operations or cash flows.
In certain situations, we guarantee loans for suppliers and
customers. The total amount of guarantees issued under such
arrangements is not material.
NOTE 13
DISCONTINUED OPERATIONS
Off-Balance Sheet Arrangements
We do not have off-balance sheet financing arrangements,
including variable interest entities, that have a material impact
on our financial statements.
Purchase Commitments and Operating Leases
We have purchase commitments for materials, supplies,
services and property, plant and equipment as part of the normal
course of business. Commitments made under take-or-pay
obligations are as follows:
Years ending
June 30
Purchase
obligations
2017
2018
2019
2020
2021
There
after
$ 881 $ 221 $ 170 $ 129 $ 105 $ 288
Such amounts represent future purchases in line with expected
usage to obtain favorable pricing. This includes purchase
commitments related to service contracts for information
technology, human resources management and facilities
management activities that have been outsourced to third-party
suppliers. Due to the proprietary nature of many of our
materials and processes, certain supply contracts contain
penalty provisions for early termination. We do not expect to
incur penalty payments under these provisions that would
materially affect our financial position, results of operations
or cash flows.
We also lease certain property and equipment for varying
periods. Future minimum rental commitments under non-
cancelable operating leases, net of guaranteed sublease
income, are as follows:
Years ending
June 30
Operating
leases
2017
2018
2019
2020
2021
There
after
$ 237 $ 240 $ 224 $ 206 $ 154 $ 502
On July 9, 2015, the Company announced the signing of a
definitive agreement to divest four product categories which
will be merged with Coty. The divestiture was initially
comprised of 43 of the Company's beauty brands (“Beauty
Brands”), including the global salon professional hair care and
color, retail hair color, cosmetics and fine fragrance businesses,
along with select hair styling brands. Subsequent to signing,
the fine fragrance brands of Dolce & Gabbana and Christina
Aguilera were excluded from the divestiture. In connection
with the decision to exclude these brands, the Company
recorded a non-cash, before-tax impairment charge in
discontinued operations of approximately $48 ($42 after tax)
in fiscal 2016 in order to record the Dolce & Gabbana license
intangible asset at its revised estimated net realizable value.
On May 11, 2016, the Company entered into a separate
transaction to sell the Christina Aguilera brand prior to or
concurrent with the expected close date of the Coty transaction.
On June 30, 2016, Dolce & Gabbana and the Shiseido Group
announced the signing of the worldwide license agreement for
the Dolce & Gabbana beauty business. The Company will
transition out of the Dolce & Gabbana license upon the
effectiveness of the new license, which is expected to occur
prior to or concurrent with the expected close of the Coty
transaction. In connection with this transition, the Company
agreed to pay a termination payment of $83 ($76 after tax).
This termination payment charge is included in discontinued
operations for the year ended June 30, 2016.
While the ultimate form of the Beauty Brands transaction has
not yet been decided, the Company’s current preference is for
a Reverse Morris Trust split-off transaction in which P&G
shareholders could elect to participate in an exchange offer to
exchange their P&G shares for shares of a new corporation that
would hold the Beauty Brands (excluding Dolce & Gabbana
and Christina Aguilera) and then immediately exchange those
shares for Coty shares. The Company expects to close the
transaction in October 2016.
Amounts in millions of dollars except per share amounts or as otherwise specified.
60
The Procter & Gamble Company
Coty’s offer for the Beauty Brands, which was accepted by the
Company, was $12.5 billion. The final value of the transaction
will be determined at closing. Based on Coty’s stock price and
outstanding shares and equity grants as of June 30, 2016, the
value of the transaction was approximately $13.1 billion. The
value is comprised of approximately 411 million shares, or
54% of the diluted equity of the newly combined company,
valued at approximately $10.7 billion and the assumption of
debt of $2.4 billion by the entity holding the Beauty Brands
(excluding Dolce & Gabbana and Christina Aguilera)
immediately prior to close of the transaction. The assumed
debt is expected to vary between $3.9 billion and $1.9 billion,
depending on a $22.06 to $27.06 per share collar of Coty’s
stock based on the trading price prior to the close of the
transaction, but will be subject to other contractual valuation
adjustments.
In February 2016, the Company completed the divestiture of
its Batteries business to Berkshire Hathaway (BH) via a split
transaction, in which the Company exchanged the Duracell
Company, which the Company had infused with additional
cash, to repurchase all 52.5 million shares of P&G stock owned
by BH. During the fiscal year ended June 30, 2016, the
Company recorded non-cash, before-tax goodwill and
indefinite-lived asset impairment charges of $402 ($350 after
tax), to reduce the Batteries carrying value to the total estimated
proceeds based on the value of BH’s shares in P&G stock at
the time of the impairment charges (see Note 4). The Company
recorded an after-tax gain on the final transaction of $422 to
reflect a subsequent increase in the final value of the BH’s
shares in P&G stock. The total value of the transaction was
$4.2 billion representing the value of the Duracell business and
the cash infusion. The cash infusion of $1.7 billion was
reflected as a purchase of treasury stock.
On July 31, 2014, the Company completed the divestiture of
its Pet Care operations in North America, Latin America, and
other selected countries to Mars, Incorporated (Mars) for $2.9
billion in an all-cash transaction. Under the terms of the
agreement, Mars acquired our branded pet care products, our
manufacturing sites in the United States and the majority of
the employees working in the Pet Care business. The
agreement included an option for Mars to acquire the Pet Care
business in several additional countries, which was also
completed in fiscal 2015. The European Union countries were
not included in the agreement with Mars.
In December 2014, the Company completed the divestiture of
its Pet Care operations in Western Europe to Spectrum Brands
in an all-cash transaction. Under the terms of the agreement,
Spectrum Brands acquired our branded pet care products, our
manufacturing site in the Netherlands and the majority of the
employees working in the Western Europe Pet Care business.
The one-time after-tax impact of these transactions is not
material.
In accordance with applicable accounting guidance for the
disposal of long-lived assets, the results of the Beauty Brands,
Batteries and Pet Care businesses are presented as discontinued
operations and, as such, have been excluded from both
continuing operations and segment results for all periods
presented. Additionally, the Beauty Brands, Batteries and Pet
Care businesses' balance sheet positions are presented as assets
and liabilities held for sale in the Consolidated Balance Sheets.
The Beauty Brands were historically part of the Company's
Beauty reportable segment. The Batteries business was
historically part of the Company's Fabric & Home Care
reportable segment. The Pet Care business was historically part
of the Company's Health Care reportable segment.
On July 1, 2015, the Company adopted ASU 2014-08, which included new reporting and disclosure requirements for discontinued
operations. The new requirements are effective for discontinued operations occurring on or after the adoption date, which includes
the Beauty Brands divestiture. All other discontinued operations prior to July 1, 2015 are reported based on the previous disclosure
requirements for discontinued operations, including the Batteries and Pet Care divestitures.
The following table summarizes Net earnings/(loss) from discontinued operations and reconciles to the Consolidated Statements
of Earnings:
Years ended June 30
Beauty Brands
Batteries
Pet Care
Net earnings/(loss) from discontinued operations
2016
2015
2014
$
$
336
241
—
577
$
$
$
643
(1,835)
49
(1,143) $
660
389
78
1,127
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company
61
The following table summarizes total assets and liabilities held for sale and reconciles to the Consolidated Balance Sheets:
Years ended June 30
2016
2015
Current assets held for sale
Noncurrent assets held for sale
Total assets held for sale
Current liabilities held for sale
Noncurrent liabilities held for sale
Total liabilities held for sale
Beauty Brands
Beauty Brands
Batteries
Total
$
$
$
$
7,185
—
7,185
2,343
—
2,343
$
$
$
$
922
5,204
6,126
356
717
1,073
$
$
$
$
3,510
—
3,510
1,187
—
1,187
$
$
$
$
4,432
5,204
9,636
1,543
717
2,260
The following is selected financial information included in Net earnings/(loss) from discontinued operations for the Beauty Brands:
Years ended June 30
Net sales
Cost of products sold
Selling, general and administrative expense
Intangible asset impairment charges
Interest expense
Interest income
Other non-operating income/(loss), net
Earnings from discontinued operations before income taxes
Income taxes on discontinued operations
Net earnings/(loss) from discontinued operations
Beauty Brands
2016
2015
2014
$
$
$
4,910
1,621
2,763
48
32
2
9
457
121
336
$
$
$
5,530
1,820
2,969
—
—
2
91
834
191
643
$
$
$
6,109
1,980
3,299
—
1
2
(3)
828
168
660
Included in Net earnings/(loss) from discontinued operations is $112 of transition costs that were incurred for the fiscal year ended
June 30, 2016.
The following is selected financial information included in cash flows from discontinued operations for the Beauty Brands:
Years ended June 30
NON-CASH OPERATING ITEMS
Depreciation and amortization
Gain on sale of businesses
Goodwill and intangible asset impairment charges
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures
Beauty Brands
2016
2015
2014
$
$
$
106
8
48
$
125
86
—
114
$
106
$
127
—
—
108
Amounts in millions of dollars except per share amounts or as otherwise specified.
62
The Procter & Gamble Company
The major components of assets and liabilities of the Beauty Brands held for sale are provided below. The assets and liabilities
held for sale will evolve up to the closing date for normal operational changes as well as contractual adjustments including the
assumption of debt, pension plan funding and other provisions.
Years ended June 30
Cash
Restricted cash
Accounts receivable
Inventories
Prepaid expenses and other current assets
Property, plant and equipment, net
Goodwill and intangible assets, net
Other noncurrent assets
Total current assets held for sale
Total noncurrent assets held for sale
Total assets held for sale
Accounts payable
Accrued and other liabilities
Noncurrent deferred tax liabilities
Long-term debt
Other noncurrent liabilities
Total current liabilities held for sale
Total noncurrent liabilities held for sale
Total liabilities held for sale
Beauty Brands
2016 (1)
2015
40
996 (2)
384
494
126
629
4,411
105
7,185
—
7,185
148
384
370
996 (2)
445
2,343
—
2,343
$
$
$
$
$
$
9
—
293
476
144
613 (3)
4,513 (3)
78 (3)
922
5,204
6,126
118
238
352 (3)
—
365 (3)
356
717
1,073
$
$
$
$
$
$
(1)
The Company expects the Beauty Brands transaction to close in October 2016. Therefore, for the period ended June 30, 2016, all assets
and liabilities held for sale are reported as current assets and liabilities held for sale on the Consolidated Balance Sheets.
(2) On January 26, 2016, Beauty Brands drew on its Term B loan of $1.0 billion. The proceeds will be held in restricted cash in escrow until
the anticipated legal integration activities prior to close. Beauty Brands has received additional debt funding commitments with a consortium
of lenders of $3.5 billion.
(3) Amounts as of June 30, 2015, are reflected as part of the noncurrent assets and liabilities held for sale.
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company
63
Following is selected financial information included in Net earnings/(loss) from discontinued operations for the Batteries and Pet
Care businesses:
Batteries
Pet Care
Total
Earnings
Before
Impairment
Charges and
Income Taxes
266
$
479
548
—
—
130
266
$
479
678
Net Sales
$
$
2016
2015
2014
2016
2015
2014
2016
2015
2014
1,517
2,226
2,552
—
251
1,475
1,517
2,477
4,027
Impairment
Charges
Income Tax
(Expense)/
Benefit
Gain/(Loss) on
Sale Before
Income Taxes
Income Tax
(Expense)/
Benefit on
Sale
Net Earnings/
(Loss) from
Discontinued
Operations
$
(402) $
(2,174)
—
—
—
—
(402) $
(2,174)
—
$
(45) $
(140)
(159)
—
(4)
(52)
(45) $
(144)
(211)
(288) $
—
—
—
195
—
(288) $
195
—
710 (1) $
—
—
—
(142)
—
710 (1) $
(142)
—
241
(1,835)
389
—
49
78
241
(1,786)
467
(1)
The income tax benefit of the Batteries divestiture primarily represents the reversal of underlying deferred tax balances.
The major components of assets and liabilities of the Batteries business held for sale were as follows:
Year ended June 30
Cash
Accounts receivable
Inventories
Prepaid expenses and other current assets
Property, plant and equipment, net
Goodwill and intangible assets, net
Other noncurrent assets
Total assets held for sale
Accounts payable
Accrued and other liabilities
Long-term debt
Noncurrent deferred tax liabilities
Total liabilities held for sale
Batteries
2015
25
245
304
28
496
2,389
23
3,510
195
194
18
780
1,187
$
$
$
$
Amounts in millions of dollars except per share amounts or as otherwise specified.
64
The Procter & Gamble Company
NOTE 14
QUARTERLY RESULTS (UNAUDITED)
Quarters Ended
NET SALES
OPERATING INCOME
GROSS MARGIN
NET EARNINGS:
Net earnings from continuing operations
2015-2016
2014-2015
2015-2016
2014-2015
2015-2016
2014-2015
Sep 30
$ 16,527
18,771
3,768
3,633
50.7%
48.1 %
Dec 31
$ 16,915
18,495
3,853
3,579
50.0%
48.3 %
Mar 31
$ 15,755
16,930
3,318
3,025
49.8%
47.3 %
Jun 30
$ 16,102
16,553
2,502
812
47.9%
46.6 %
(1)
Total Year
$ 65,299
70,749
13,441
11,049
49.6%
47.6 %
2015-2016
2014-2015
$ 2,777
2,716
$ 2,905
2,674
$ 2,337
2,401
$ 2,008
496
$ 10,027
8,287
(1)
Net earnings/(loss) from discontinued
operations
2015-2016
2014-2015
Net earnings attributable to Procter & Gamble 2015-2016
2014-2015
(142)
(696)
2,601
1,990
DILUTED NET EARNINGS PER
COMMON SHARE: (2)
Earnings from continuing operations
Earnings/(loss) from discontinued operations
Net earnings
2015-2016
$
0.96
$
2014-2015
2015-2016
2014-2015
2015-2016
2014-2015
0.93
(0.05)
(0.24)
0.91
0.69
323
(276)
3,206
2,372
1.01
0.92
0.11
(0.10)
1.12
0.82
446
(213)
2,750
2,153
0.81
0.82
0.16
(0.07)
0.97
0.75
$
(50)
42
1,951
521
$
0.71
$
0.17
(0.02)
0.01
0.69
0.18
577
(1,143)
10,508
7,036
3.49
2.84
0.20
(0.40)
3.69
2.44
(1)
The Company recorded a one-time Venezuela deconsolidation charge of $2.0 billion before tax ($2.1 billion after tax) in the quarter-ended
June 30, 2015. This impact is discussed more fully in Note 1.
(2) Diluted net earnings per share is calculated on Net earnings attributable to Procter & Gamble.
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company
65
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms, and
(2) accumulated and communicated to our management,
including Messrs. Taylor and Moeller, to allow their timely
decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures.
Changes in Internal Control over Financial Reporting.
The Company's President and Chief Executive Officer, David
S. Taylor, and the Company's Chief Financial Officer, Jon R.
Moeller, performed an evaluation of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934 (Exchange
Act)) as of the end of the period covered by this Annual Report
on Form 10-K.
Messrs. Taylor and Moeller have concluded that the Company's
disclosure controls and procedures were effective to ensure
that information required to be disclosed in reports we file or
submit under the Exchange Act is (1) recorded, processed,
There were no changes in our internal control over financial
reporting that occurred during the Company's fourth fiscal
quarter that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over
financial reporting.
Item 9B. Other Information.
Not applicable.
PART III
Item 11. Executive Compensation.
The information required by this item is incorporated by
reference to the following sections of the 2016 Proxy Statement
filed pursuant to Regulation 14A: the subsections of the
Corporate Governance section entitled Committees of the
Board and entitled Compensation Committee Interlocks and
Insider Participation; and the portion beginning with the
section entitled Director Compensation up to but not including
the section entitled Security Ownership of Management and
Certain Beneficial Owners.
Item 10.
Governance.
Directors, Executive Officers and Corporate
The Board of Directors has determined that the following
members of the Audit Committee are independent and are
Audit Committee financial experts as defined by SEC rules:
Ms. Patricia A. Woertz (Chair) and Mr. Kenneth I. Chenault.
The information required by this item is incorporated by
reference to the following sections of the 2016 Proxy Statement
filed pursuant to Regulation 14A: the section entitled Election
of Directors; the section entitled Corporate Governance, up to
but not including the subsection entitled Board Engagement
and Attendance; the subsections of the Corporate Governance
section entitled Code of Ethics, entitled Director Nominations
for Inclusion in the 2017 Proxy Statement and entitled
Shareholder Recommendations of Board Nominees and
Committee Process for Recommending Board Nominees; and
the section entitled Section 16(a) Beneficial Ownership
Reporting Compliance. Pursuant to Instruction 3 of Item 401
(b) of Regulation S-K, Executive Officers of the Registrant are
reported in Part I of this report.
66
The Procter & Gamble Company
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table gives information about the Company's common stock that may be issued upon the exercise of options,
warrants and rights under all of the Company's equity compensation plans as of June 30, 2016. The table includes the following
plans: The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 1993 Non-Employee Directors' Stock Plan; The Procter &
Gamble Future Shares Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003
Non-Employee Directors' Stock Plan; The Gillette Company 2004 Long-Term Incentive Plan; The Procter & Gamble 2009 Stock
and Incentive Compensation Plan; The Procter & Gamble 2013 Non-Employee Directors' Stock Plan; and The Procter & Gamble
2014 Stock and Incentive Compensation Plan.
Plan Category
Equity compensation plans approved by
security holders (1)
Options
Restricted Stock Units (RSUs)/Performance
Stock Units (PSUs)
Equity compensation plans not approved by
security holders (3)
Options
GRAND TOTAL
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(b)
Weighted-
average exercise
price of outstanding
options, warrants and
rights
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
226,562,300
$68.1722
11,125,863
N/A
4,030,317
241,718,480
59.2781
$68.0167 (5)
(2)
(2)
(4)
125,037,146
(1)
Includes The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 1993 Non-Employee Directors' Stock Plan; The Procter & Gamble
2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors' Stock Plan; The Procter & Gamble
2009 Stock and Incentive Compensation Plan; The Procter & Gamble 2013 Non-Employee Directors' Stock Plan; and The Procter & Gamble
2014 Stock and Incentive Compensation Plan.
(2) Of the plans listed in (1), only The Procter & Gamble 2014 Stock and Incentive Compensation Plan allow for future grants of securities.
The maximum number of shares that may be granted under this plan is 185 million shares. Stock options and stock appreciation rights are
counted on a one for one basis while full value awards (such as RSUs and PSUs) will be counted as 5 shares for each share awarded. Total
shares available for future issuance under this plan is 125 million.
Includes The Procter & Gamble Future Shares Plan and The Gillette Company 2004 Long-Term Incentive Plan.
(3)
(4) None of the plans listed in (3) allow for future grants of securities.
(5) Weighted average exercise price of outstanding options only.
The Procter & Gamble Future Shares Plan
On October 14, 1997, the Company's Board of Directors
approved The Procter & Gamble Future Shares Plan pursuant
to which options to purchase shares of the Company's common
stock may be granted to employees worldwide. The purpose
of this plan is to advance the interests of the Company by giving
substantially all employees a stake in the Company's future
growth and success and to strengthen the alignment of interests
between employees and the Company's shareholders through
increased ownership of shares of the Company's stock. The
plan has not been submitted to shareholders for approval.
for changes
to adjustment
Subject
in the Company's
capitalization, the number of shares to be granted under the
plan is not to exceed 17 million shares. Under the plan's
regulations, recipients are granted options to acquire 100 shares
of the Company's common stock at an exercise price equal to
the average price of the Company's common stock on the date
of the grant. These options vest five years after the date of
If a
grant and expire ten years following the date of grant.
recipient leaves the employ of the Company prior to the vesting
date for a reason other than disability, retirement or special
separation (as defined in the plan), then the award is forfeited.
At the time of the first grant following Board approval of the
plan, each employee of the Company not eligible for an award
under the 1992 Stock Plan was granted options for 100 shares.
From the date of this first grant through June 30, 2003, each
new employee of the Company has also received options for
100 shares. Following the grant of options on June 30, 2003,
the Company suspended this part of the plan. The plan
terminated on October 13, 2007.
The Gillette Company 2004 Long-Term Incentive Plan
Shareholders of The Gillette Company approved The Gillette
Company 2004 Long-Term Incentive Plan on May 20, 2004,
and the plan was assumed by the Company upon the merger
between The Procter & Gamble Company and The Gillette
Company. All options became immediately vested and
exercisable on October 1, 2005 as a result of the merger. After
the merger, all outstanding options became options to purchase
shares of The Procter & Gamble Company subject to an
exchange ratio of .975 shares of P&G stock per share of Gillette
stock. Only employees previously employed by The Gillette
Company prior to October 1, 2005 are eligible to receive grants
under this plan.
The plan was designed to attract,
retain and motivate
employees of The Gillette Company and, until the effective
date of the merger between The Gillette Company and The
Procter & Gamble Company, non-employee members of the
Gillette Board of Directors. Under
the plan, eligible
participants are: (i) granted or offered the right to purchase
stock options, (ii) granted stock appreciation rights and/or
(iii) granted shares of the Company's common stock or
restricted stock units (and dividend equivalents). Subject to
adjustment for changes in the Company's capitalization and
the addition of any shares authorized but not
issued or
redeemed under The Gillette Company 1971 Stock Option
Plan, the number of shares to be granted under the plan is not
to exceed 19,000,000 shares.
Except in the case of death of the recipient, all stock options
and stock appreciation rights must expire no later than ten years
from the date of grant. The exercise price for all stock options
granted under the plan must be equal to or greater than the fair
market value of the Company's stock on the date of grant. Any
common stock awarded under the plan may be subject to
restrictions on sale or transfer while the recipient is employed,
as the committee administering the plan may determine.
If a recipient of a grant leaves the Company while holding an
unexercised option or right: (1) any unexercisable portions
in the case of death,
immediately become void, except
retirement, special separation (as those terms are defined in the
The Procter & Gamble Company
67
plan) or any grants as to which the Compensation Committee
of
the Board of Directors has waived the termination
provisions; and (2) any exercisable portions immediately
become void, except in the case of death, retirement, special
separation, voluntary resignation that is not for Good Reason
(as those terms are defined in the plan) or any grants as to which
the Compensation Committee of the Board of Directors has
waived the termination provisions.
Additional information required by this item is incorporated
by reference to the 2016 Proxy Statement filed pursuant to
Regulation 14A, beginning with the section entitled Security
Ownership of Management and Certain Beneficial Owners and
up to but not including the section entitled Section 16(a)
Beneficial Ownership Reporting Compliance.
Item 13. Certain Relationships and Related Transactions and
Director Independence.
The information required by this item is incorporated by
reference to the following sections of the 2016 Proxy Statement
filed pursuant to Regulation 14A: the subsections of the
Corporate Governance section entitled Director Independence
and Review and Approval of Transactions with Related
Persons.
Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by
reference to the following section of the 2016 Proxy Statement
filed pursuant
to Regulation 14A: Report of the Audit
Committee, which ends with the subsection entitled Services
Provided by Deloitte.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
1. Financial Statements:
The following Consolidated Financial Statements of The
Procter & Gamble Company and subsidiaries, management's
report and the reports of the independent registered public
accounting firm are incorporated by reference in Part II, Item 8
of this Form 10-K.
• Management's Report on Internal Control over Financial
•
•
•
Reporting
Report of Independent Registered PublicAccounting Firm
on Internal Control over Financial Reporting
Report of Independent Registered PublicAccounting Firm
on Consolidated Financial Statements
Consolidated Statements of Earnings - for years ended
June 30, 2016, 2015 and 2014
•
•
•
•
•
Consolidated Statements of Other Comprehensive
Income - for years ended June 30, 2016, 2015 and 2014
Consolidated Balance Sheets - as of June 30, 2016 and
2015
Consolidated Statements of Shareholders' Equity - for
years ended June 30, 2016, 2015 and 2014
Consolidated Statements of Cash Flows - for years ended
June 30, 2016, 2015 and 2014
Notes to Consolidated Financial Statements
2. Financial Statement Schedules:
These schedules are omitted because of the absence of the
conditions under which they are required or because the
information is set
forth in the Consolidated Financial
Statements or Notes thereto.
68
The Procter & Gamble Company
EXHIBITS
Exhibit
(2-1) -
First, Second and Third Amendments to the Transaction Agreement dated as of July 8, 2015 among The Procter & Gamble
Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. + **
Exhibit
(3-1) - Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and
consolidated by the Board of Directors on April 8, 2016). +
(3-2) - Regulations (as approved by the Board of Directors on April 8, 2016, pursuant to authority granted by shareholders at the
annual meeting on October 13, 2009). +
Exhibit
(4-1) -
Indenture, dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee
(Incorporated by reference to Exhibit (4-1) of the Company's Annual Report on Form 10-K for the year ended June 30,
2015).
Exhibit
(10-1) - The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended on August 17, 2007), which was
originally adopted by shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1)
of the Company's Form 10-Q for the quarter ended March 31, 2013), and related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013).*
(10-2) - The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the shareholders
at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2013).*
(10-3) - The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the
Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
(10-4) - The Procter & Gamble Deferred Compensation Plan for Directors (as amended December 12, 2006), which was originally
adopted by the Board of Directors on September 9, 1980 (Incorporated by reference to Exhibit (10-4) of the Company's
Annual Report on Form 10-K for the year ended June 30, 2012).*
(10-5) - The Procter & Gamble 1993 Non-Employee Directors' Stock Plan (as amended September 10, 2002), which was originally
adopted by the shareholders at the annual meeting on October 11, 1994 (Incorporated by reference to Exhibit (10-5) of
the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
(10-6) - Summary of the Company’s Key Manager Long-Term Incentive Program +; related correspondence and terms and
conditions (Incorporated by reference to Exhibit (10-6) of the Company's Form 10-Q for the quarter ended September 30,
2015).*
(10-7) - The Procter & Gamble Future Shares Plan (as adjusted for the stock split effective May 21, 2004), which was originally
adopted by the Board of Directors on October 14, 1997 (Incorporated by reference to Exhibit (10-7) of the Company's
Annual Report on Form 10-K for the year ended June 30, 2015).*
(10-8) - The Procter & Gamble 2003 Non-Employee Directors' Stock Plan (as amended in August 2007), which was originally
adopted by the shareholders at the annual meeting on October 14, 2003, and related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2012).*
(10-9) - The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-4) of
the Company's Form 10-Q for the quarter ended December 31, 2013).*
(10-10) -
Summary of the Company's Short Term Achievement Reward Program +; related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 2015).*
(10-11) - Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-1) of the Company's
Form 10-Q for the quarter ended March 31, 2015).*
(10-12) -
Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to
Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2013).*
(10-13) - The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007) (Incorporated by reference to
Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2012).*
(10-14) - The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-15) of the Company's
Annual Report on Form 10-K for the year ended June 30, 2012).*
(10-15) - The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit (10-16)
of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
(10-16) - The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-17) of the
Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
(10-17) - The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-18) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2012).*
(10-18) - The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-19) of the Company's Annual
Report on Form 10-K for the year ended June 30, 2012).*
The Procter & Gamble Company
69
(10-19) - Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on
Form 10-K for the year ended June 30, 2012).*
(10-20) - The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through
August 21, 2006 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report on Form 10-K for the
year ended June 30, 2012).*
(10-21) - The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for
the quarter ended December 31, 2011), and the Regulations of the Compensation and Leadership Development Committee
for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive
Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version),
The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated
by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
(10-22) - The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related
correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December
31, 2013).*
(10-23) - The Procter & Gamble Performance Stock Program Summary +; related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2015).*
(10-24) - The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit 10-3 of the
Company's Form 10-Q for the quarter ended December 31, 2013).*
(10-25) - The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 14, 2014 +; and the Regulations of the Compensation and Leadership Development
Committee for The Procter & Gamble 2014 Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit
(10-2) of the Company's Form 10-Q for the quarter ended March 31, 2015).*
(10-26) - The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by
reference to Exhibit (10-9) of the Company's Form 10-Q for the quarter ended September 30, 2015), and The Procter &
Gamble 2014 Stock and Incentive Compensation Plan - Related correspondence (Incorporated by reference to Exhibit
(10-1) of the Company's Form 10-Q for the quarter ended December 31, 2015).*
(10-27) -
Summary of the Company’s Retirement Plan Restoration Program +; and related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-8) of the Company's Form 10-Q for the quarter ended September 30, 2015).*
Exhibit
(12) - Computation of Ratio of Earnings to Fixed Charges. +
Exhibit
(21) -
Subsidiaries of the Registrant. +
Exhibit
(23) - Consent of Independent Registered Public Accounting Firm. +
Exhibit
(31) - Rule 13a-14(a)/15d-14(a) Certifications. +
Exhibit
(32) -
Section 1350 Certifications. +
Exhibit
(99-1) -
Summary of Directors and Officers Insurance Program. +
101.INS (1) XBRL Instance Document
101.SCH (1) XBRL Taxonomy Extension Schema Document
101.CAL (1) XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1) XBRL Taxonomy Definition Linkbase Document
101.LAB (1) XBRL Taxonomy Extension Label Linkbase Document
101.PRE (1) XBRL Taxonomy Extension Presentation Linkbase Document
(1) Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act
of 1934 and otherwise are not subject to liability.
* Compensatory plan or arrangement.
+ Filed herewith.
** Schedules and similar attachments of the Third Amendment have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. These exhibits and attachments consist of (I) Attachment to Schedule 1.05(b)(ii) Excluded Trademarks, (II)
Attachment 3-C to Schedule 1.05(a)(vii) Additional Caldera Domain Names, (III) Parent Shared Technology License
Agreement, (IV) Section 1.05(a)(xx) Acquired Codes, (V) Section 5.21(k) Shared Codes and (VI) Exhibit R Galleria
Business Acquired Plans. The Company agrees to furnish supplementally to the SEC, upon request, a copy of all omitted
schedules and attachments.
70
The Procter & Gamble Company
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Cincinnati, State of Ohio.
THE PROCTER & GAMBLE COMPANY
By /s/ DAVID S. TAYLOR
(David S. Taylor)
Chairman of the Board, President and Chief Executive Officer
August 9, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
in the capacities and on the dates indicated.
Signature
Title
Date
/s/ DAVID S. TAYLOR
(David S. Taylor)
/s/
JON R. MOELLER
(Jon R. Moeller)
Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)
August 9, 2016
Chief Financial Officer
(Principal Financial Officer)
August 9, 2016
/s/ VALARIE L. SHEPPARD
(Valarie L. Sheppard)
Senior Vice President, Comptroller & Treasurer
(Principal Accounting Officer)
August 9, 2016
/s/ FRANCIS S. BLAKE
(Francis S. Blake)
/s/ ANGELA F. BRALY
(Angela F. Braly)
/s/ KENNETH I. CHENAULT
(Kenneth I. Chenault)
/s/ SCOTT D. COOK
(Scott D. Cook)
/s/ SUSAN DESMOND-HELLMANN
(Susan Desmond-Hellmann)
/s/ TERRY J. LUNDGREN
(Terry J. Lundgren)
/s/ W. JAMES MCNERNEY, JR.
(W. James McNerney, Jr.)
/s/ MARGARET C. WHITMAN
(Margaret C. Whitman)
/s/ PATRICIA A. WOERTZ
(Patricia A. Woertz)
/s/ ERNESTO ZEDILLO
(Ernesto Zedillo)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
August 9, 2016
August 9, 2016
August 9, 2016
August 9, 2016
August 9, 2016
August 9, 2016
August 9, 2016
August 9, 2016
August 9, 2016
August 9, 2016
The Procter & Gamble Company
71
EXHIBIT INDEX
Exhibit
(2-1) -
First, Second and Third Amendments to the Transaction Agreement dated as of July 8, 2015 among The Procter & Gamble
Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. + **
Exhibit
(3-1) - Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and
consolidated by the Board of Directors on April 8, 2016). +
(3-2) - Regulations (as approved by the Board of Directors on April 8, 2016, pursuant to authority granted by shareholders at the
annual meeting on October 13, 2009). +
Exhibit
(4-1) -
Indenture, dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee
(Incorporated by reference to Exhibit (4-1) of the Company's Annual Report on Form 10-K for the year ended June 30,
2015).
Exhibit
(10-1) - The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended on August 17, 2007), which was
originally adopted by shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1)
of the Company's Form 10-Q for the quarter ended March 31, 2013), and related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013).
(10-2) - The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the shareholders
at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2013).
(10-3) - The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the
Company's Annual Report on Form 10-K for the year ended June 30, 2013).
(10-4) - The Procter & Gamble Deferred Compensation Plan for Directors (as amended December 12, 2006), which was originally
adopted by the Board of Directors on September 9, 1980 (Incorporated by reference to Exhibit (10-4) of the Company's
Annual Report on Form 10-K for the year ended June 30, 2012).
(10-5) - The Procter & Gamble 1993 Non-Employee Directors' Stock Plan (as amended September 10, 2002), which was originally
adopted by the shareholders at the annual meeting on October 11, 1994 (Incorporated by reference to Exhibit (10-5) of
the Company's Annual Report on Form 10-K for the year ended June 30, 2013).
(10-6) - Summary of the Company’s Key Manager Long-Term Incentive Program +; related correspondence and terms and
conditions (Incorporated by reference to Exhibit (10-6) of the Company's Form 10-Q for the quarter ended September 30,
2015).
(10-7) - The Procter & Gamble Future Shares Plan (as adjusted for the stock split effective May 21, 2004), which was originally
adopted by the Board of Directors on October 14, 1997 (Incorporated by reference to Exhibit (10-7) of the Company's
Annual Report on Form 10-K for the year ended June 30, 2015).
(10-8) - The Procter & Gamble 2003 Non-Employee Directors' Stock Plan (as amended in August 2007), which was originally
adopted by the shareholders at the annual meeting on October 14, 2003, and related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2012).
(10-9) - The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-4) of
the Company's Form 10-Q for the quarter ended December 31, 2013).
(10-10) -
Summary of the Company's Short Term Achievement Reward Program +; related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 2015).
(10-11) - Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-1) of the Company's
Form 10-Q for the quarter ended March 31, 2015).
(10-12) -
Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to
Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2013).
(10-13) - The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007) (Incorporated by reference to
Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2012).
(10-14) - The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-15) of the Company's
Annual Report on Form 10-K for the year ended June 30, 2012).
(10-15) - The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit (10-16)
of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).
(10-16) - The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-17) of the
Company's Annual Report on Form 10-K for the year ended June 30, 2012).
(10-17) - The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-18) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2012).
(10-18) - The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-19) of the Company's Annual
Report on Form 10-K for the year ended June 30, 2012).
72
The Procter & Gamble Company
(10-19) - Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on
Form 10-K for the year ended June 30, 2012).
(10-20) - The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through
August 21, 2006 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report on Form 10-K for the
year ended June 30, 2012).
(10-21) - The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for
the quarter ended December 31, 2011), and the Regulations of the Compensation and Leadership Development Committee
for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive
Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version),
The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated
by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2012).
(10-22) - The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related
correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December
31, 2013).
(10-23) - The Procter & Gamble Performance Stock Program Summary +; related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2015).
(10-24) - The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit 10-3 of the
Company's Form 10-Q for the quarter ended December 31, 2013).
(10-25) - The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 14, 2014 +; and the Regulations of the Compensation and Leadership Development
Committee for The Procter & Gamble 2014 Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit
(10-2) of the Company's Form 10-Q for the quarter ended March 31, 2015).
(10-26) - The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by
reference to Exhibit (10-9) of the Company's Form 10-Q for the quarter ended September 30, 2015), and The Procter &
Gamble 2014 Stock and Incentive Compensation Plan - Related correspondence (Incorporated by reference to Exhibit
(10-1) of the Company's Form 10-Q for the quarter ended December 31, 2015).
(10-27) -
Summary of the Company’s Retirement Plan Restoration Program +; related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-8) of the Company's Form 10-Q for the quarter ended September 30, 2015).
Exhibit
(12) - Computation of Ratio of Earnings to Fixed Charges. +
Exhibit
(21) -
Subsidiaries of the Registrant. +
Exhibit
(23) - Consent of Independent Registered Public Accounting Firm. +
Exhibit
(31) - Rule 13a-14(a)/15d-14(a) Certifications. +
Exhibit
(32) -
Section 1350 Certifications. +
Exhibit
(99-1) -
Summary of Directors and Officers Insurance Program. +
101.INS (1) XBRL Instance Document
101.SCH (1) XBRL Taxonomy Extension Schema Document
101.CAL (1) XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1) XBRL Taxonomy Definition Linkbase Document
101.LAB (1) XBRL Taxonomy Extension Label Linkbase Document
101.PRE (1) XBRL Taxonomy Extension Presentation Linkbase Document
(1) Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act
of 1934 and otherwise are not subject to liability.
+ Filed herewith.
** Schedules and similar attachments of the Third Amendment have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. These exhibits and attachments consist of (I) Attachment to Schedule 1.05(b)(ii) Excluded Trademarks, (II)
Attachment 3-C to Schedule 1.05(a)(vii) Additional Caldera Domain Names, (III) Parent Shared Technology License
Agreement, (IV) Section 1.05(a)(xx) Acquired Codes, (V) Section 5.21(k) Shared Codes and (VI) Exhibit R Galleria
Business Acquired Plans. The Company agrees to furnish supplementally to the SEC, upon request, a copy of all omitted
schedules and attachments.
The Procter & Gamble Company • 73
Company and Shareholder Information
P&G’S PURPOSE
We will provide branded products and services of superior quality and value that improve the lives of
the world’s consumers, now and for generations to come. As a result, consumers will reward us with
leadership sales, profit and value creation, allowing our people, our shareholders and the communities
in which we live and work to prosper. To learn more, please visit www.pg.com.
BR ANDS
For information on our portfolio of
brands and our latest innovations,
please visit www.pg.com/brands
and www.pginnovation.com.
CITIZENSHIP
P&G is committed to being a good
corporate citizen and always doing the
right thing. We focus our citizenship
efforts in five areas: governance,
community impact, diversity and
inclusion, environmental sustainability
and gender equality. To learn more,
please visit www.pg.com.
CORPOR ATE HEADQUARTERS
The Procter & Gamble Company
P.O. Box 599
Cincinnati, OH 45201-0599
P&G DIRECT STOCK PURCHASE PL AN
The Procter & Gamble Direct Stock
Purchase Plan (DSPP) is a direct stock
purchase and dividend reinvestment plan.
The DSPP is open to current P&G
shareholders as well as new investors
and is designed to encourage long-term
investment in P&G by providing a
convenient and economical way to
purchase P&G stock and reinvest
dividends. Highlights of the plan include:
• Minimum initial investment — $250
• Weekly purchases
• 24/7 online account access
• Optional cash investment—minimum $50
• Administered by Wells Fargo
Shareowner Services
For complete information on the DSPP,
please read the Plan Prospectus. The
Prospectus and online Plan Application
are available at www.pgshareholder.com
or by contacting Wells Fargo
Shareowner Services.
GIVING THE GIFT OF P&G STOCK
Did you know that you can give P&G
stock to your children, grandchildren,
nieces, nephews and friends? Many of
our long-time shareholders know what a
great gift P&G stock makes for a special
person on a special occasion. You can
make the gift by transferring shares from
your account or by purchasing shares for
the recipient through the DSPP. Please visit
www.pgshareholder.com or contact Wells
Fargo Shareowner Services for details.
SHAREOWNER SERVICES
Wells Fargo Shareowner Services serves
as transfer and dividend paying agent
for P&G Common Stock and Administrator
of the Procter & Gamble Direct Stock
Purchase Plan. Registered shareholders
and Plan participants needing account
assistance with share transfers, plan
purchases/sales, lost stock certificates,
etc., should contact Wells Fargo
Shareowner Services at:
Website: www.pgshareholder.com
E-mail: www.pgshareholder.com
Click Contact Us under the Email section.
Phone (M–F, 7am–7pm CST):
1-800-742-6253 or 1-651-450-4064
TR ANSFER AGENT
Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
REGISTR AR
Wells Fargo Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
EXCHANGE LISTINGS
New York Stock Exchange
NYSE Euronext-Paris
STOCK SYMBOL
PG
ANNUAL MEETING
The next annual meeting of shareholders
will be held on Tuesday, October 11, 2016.
A full transcript of the meeting will be
available from Susan Felder, Assistant
Secretary. Ms. Felder can be reached at
1 P&G Plaza, Cincinnati, OH 45202-3315.
FORM 10 -K
Shareholders may obtain a copy of P&G’s
2016 report to the Securities and Exchange
Commission on Form 10-K at no charge
by going to www.pginvestor.com or by
sending a written request to Wells Fargo
Shareowner Services, P.O. Box 64874,
St. Paul, MN 55164-0874.
The most recent certifications by our
Chief Executive and Chief Financial
Officers pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 are filed
as exhibits to our Form 10-K for the fiscal
year ended June 30, 2016. We have also
filed with the New York Stock Exchange
the most recent Annual CEO certification
as required by Section 303A.12(a) of
the New York Stock Exchange Listed
Company Manual.
74 • The Procter & Gamble Company
Global Company Leadership
David S. Taylor
Chairman of the Board, President and Chief Executive Officer*
COMPANY OPER ATIONS
Mark Biegger
Chief Human Resources Officer
Linda Clement-Holmes
Chief Information Officer
Philip J. Duncan
Global Design Officer
Kathleen B. Fish
Chief Technology Officer
William P. Gipson
Senior Vice President – Global Diversity
and Research & Development,
Asia Innovation Centers
SELLING AND MARKET OPER ATIONS
Gary A. Coombe
President – Europe
Henry Karamanoukian
Senior Vice President –
Go-to-Market, China
BUSINESS UNITS
Deborah P. Majoras
Chief Legal Officer and Secretary
Jon R. Moeller
Chief Financial Officer
Julio N. Nemeth
President – Global Business Services
Marc S. Pritchard
Chief Brand Officer
Jeffrey K. Schomburger
Global Sales Officer
Valarie L. Sheppard
Senior Vice President,
Comptroller and Treasurer
Kirti V. Singh
Vice President – Global Consumer
& Market Knowledge
Yannis Skoufalos
Global Product Supply Officer
Juan Fernando Posada
President – Latin America
Matthew Price
President – Greater China
Magesvaran Suranjan
President – Asia Pacific
Carolyn M. Tastad
Group President – North America
Mohamed Samir
President – India, Middle East and Africa
Steven D. Bishop
Group President – Global Health Care
Thomas M. Finn
President – Global Personal Health Care
R. Alexandra Keith
President – Global Skin & Personal Care
Giovanni Ciserani
Group President – Global Fabric
& Home Care and Global Baby
and Feminine Care
Fama Francisco
President – Global Feminine Care
Patrice Louvet
Group President – Global Beauty
Colleen E. Jay
President – Beauty Specialty Business
Charles E. Pierce
Group President – Global Grooming
Mary Lynn Ferguson-McHugh
Group President – Global Family Care and
Global Brand Creation and Innovation,
P&G Ventures
Shailesh Jejurikar
President – Global Fabric Care
and Brand Building Organization,
Global Fabric & Home Care
George Tsourapas
President – Global Home Care
and P&G Professional
THE FOLLOWING COMPANY OFFICERS RETIRED DURING THE 2015–16 FISC AL YEAR:
A.G. Lafley, Tarek N. Farahat, Hatsunori Kiriyama, Martin Riant
* On June 1, 2016, P&G announced the retirement of Executive Chairman A.G. Lafley effective June 30, 2016, and the appointment of David S. Taylor as Chairman of the Board
effective July 1, 2016. Taylor assumed the position of Chairman of the Board in addition to his role as President and CEO.
Board of Directors
Francis S. Blake
Former Chairman of the Board and Chief Executive Officer of
The Home Depot, Inc. (national retailer). Director since 2015.
Also a Director of Delta Airlines and Macy’s, Inc. Age 67. Member
of the Audit and Governance & Public Responsibility Committees.
Angela F. Braly
Former Chair of the Board, President and Chief Executive Officer
of WellPoint, Inc. (healthcare insurance), now known as Anthem.
Director since 2009. Also a Director of Lowe’s Companies, Inc.,
Brookfield Asset Management, and Exxon Mobil Corporation.
Age 55. Chair of the Governance & Public Responsibility
Committee and member of the Audit Committee.
Kenneth I. Chenault
Chairman and Chief Executive Officer of the American
Express Company (global services, payments and travel).
Director since 2008. Also a Director of International Business
Machines Corporation. Age 65. Member of the Audit and
Compensation & Leadership Development Committees.
Scott D. Cook
Chairman of the Executive Committee of the Board of Intuit Inc.
(software and web services). Director since 2000. Age 64.
Chair of the Innovation & Technology Committee and member
of the Compensation & Leadership Development Committee.
Susan Desmond-Hellmann
Chief Executive Officer of the Bill & Melinda Gates Foundation
(private foundation supporting U.S. education, global health
and development, and community giving in the Pacific
Northwest). Former Chancellor and Arthur and Toni Rembe Rock
Distinguished Professor, University of California, San Francisco.
Director since 2010. Also a Director of Facebook, Inc. Age 59.
Member of the Audit and Innovation & Technology Committees.
Terry J. Lundgren
Chairman and Chief Executive Officer of Macy’s, Inc.
(national retailer). Director since 2013. Age 64. Member of
the Compensation & Leadership Development and Innovation
& Technology Committees.
The Procter & Gamble Company • 75
W. James McNerney, Jr.
Senior Advisor at Clayton, Dubilier & Rice (private equity
investment firm). Former Chairman of the Board, President
and Chief Executive Officer of The Boeing Company (aerospace,
commercial jetliners and military defense systems). Director
since 2003. Also a Director of International Business Machines
Corporation. Age 67. Lead Director, Chair of the Compensation
& Leadership Development Committee and member of the
Governance & Public Responsibility Committee.
David S. Taylor
Chairman of the Board, President and Chief Executive Officer
of the Company. Director since 2015. Age 58.
Margaret C. Whitman
President and Chief Executive Officer of Hewlett Packard
Enterprise (multinational information technology enterprise).
Former Chairman of the Board, President and Chief Executive
Officer of the Hewlett-Packard Company. Director since 2011.
Also Chairman of the Board of HP, Inc. Age 60. Member of
the Compensation & Leadership Development and Innovation
& Technology Committees.
Patricia A. Woertz
Retired Chairman of the Board and former Chief Executive Officer
of Archer Daniels Midland Company (agricultural processors
of oilseeds, corn, wheat and cocoa, etc.). Director since 2008.
Also a Director of Royal Dutch Shell plc and 3M Company. Age 63.
Chair of the Audit Committee and member of the Governance
& Public Responsibility Committee.
Ernesto Zedillo
Former President of Mexico. Director of the Center for the Study
of Globalization and Professor of International Economics and
Politics at Yale University. Director since 2001. Also a Director of
Alcoa Inc., Citigroup, Inc. and Promotora de Informaciones S.A.
Age 64. Member of the Governance & Public Responsibility
and Innovation & Technology Committees.
The Board of Directors has four committees: Audit, Compensation & Leadership Development,
Governance & Public Responsibility, Innovation & Technology
76 • The Procter & Gamble Company
Recognition
P&G’s unwavering commitments to leadership, innovation and citizenship resulted in a variety
of awards and recognitions this year.
LEADERSHIP
P&G is widely recognized as one of the world’s leading
companies and as a great company for leaders.
• #21, Fortune’s World’s Most Admired Companies
• #32, Forbes’ America’s Most Reputable Companies
• #35, Barron’s World’s Most Respected Companies
• #9, Chief Executive Magazine’s 40 Best Companies for Leaders
• #23, LinkedIn’s Global Top Attractors
INNOVATION
P&G brands consistently deliver meaningful, relevant innovations
to consumers. This commitment earned P&G eight of the top
25 spots on the IRI New Product Pacesetters™ Report for the most
successful non-food product launches of 2015. P&G innovations
making the list were Tide Simply Clean and Fresh (#3), Always
Discreet (#4), Gillette Fusion ProGlide with FlexBall Technology
(#8), Gillette Venus Swirl (#9), Febreze Unstopables (#12),
Tide Ultra Stain Release (#13), Gillette Venus Embrace Sensitive
(#21), and Crest/Oral-B 3D White Brilliance (#25). Since the
first IRI New Product Pacesetters™ Report in 1995, P&G has
had more than 170 products make the top 25 list in non-food
categories — more than our six largest competitors combined.
At the 63rd Cannes Lions International Festival of Creativity,
one of the world’s premier events to inspire and recognize
creativity in branded communications, P&G and our agencies
were awarded 21 Lions across nine brands, including Ariel,
Pantene, SK-II, Old Spice and Gillette. Campaigns like Ariel’s
Dads #ShareTheLoad, Gillette’s Go Ask Dad and SK-II’s
Marriage Market Takeover reflect our choice to raise the
bar on creativity, because it is key to unlocking growth for
our brands, and because the consumers we serve around
the world deserve our very best.
CITIZENSHIP
P&G is committed to being a good corporate citizen and
always doing the right thing.
Governance
The foundation for all our citizenship efforts is good
governance, which we define as doing the right thing,
improving transparency, building collaborative partnerships,
respecting human and labor rights, and sourcing responsibly.
Community Impact
We believe deeply in supporting communities around the
world through our people, products and community impact
programs, with our efforts recognized in many parts of the
world. A few highlights:
• P&G Thailand received the American Chamber of Commerce
Corporate Social Responsibility (CSR) Excellence Recognition
for the fifth consecutive year.
• P&G’s Russia partnership with SOS Children’s Villages,
supporting children left without parental care, was named
in a national contest as the Best Social Project of Russia.
• In the U.S., Tide Loads of Hope — a mobile laundromat
providing the basic comfort of clean clothing for those affected
by disaster — was named to PR News’ CSR Hall of Fame.
Diversity and Inclusion
P&G is a very diverse company, with nearly 150 nationalities
in our global workforce. The more we mirror the diversity of
our consumers, the better equipped we are to understand
and serve them.
• #5, DiversityInc’s Top Companies for Global Diversity
• #13, DiversityInc’s Top 50 Companies for Diversity
• For the ninth year in a row, P&G spent more than $2 billion
with minority- and women-owned businesses. Since 2005,
P&G has been a member of the Billion Dollar Roundtable,
a forum of companies spending more than $1 billion annually
with diverse suppliers.
Environmental Sustainability
P&G is focused on driving positive change in the areas of
climate, water and waste. Our work in this area has been
recognized with inclusion on Corporate Responsibility
Magazine’s 100 Best Corporate Citizens List, the MSCI
Sustainability Index, and the FTSE4Good Index, on which
P&G has been named since the index’s inception.
Gender Equality
We want to help build a better world free of gender bias, with
equal representation and an equal voice for women and men.
• Working Mother Best Companies for Multicultural
Women, Top 5
• Scored a perfect 100 on the Human Rights Campaign
• Working Mother 100 Best Companies
Foundation 2016 Corporate Equality Index
• Named a Supply Chain Master by the Gartner
Supply Chain Top 25
• National Association for Female Executives,
Top 60 Companies for Executive Women
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Citizenship at P&G
P&G is committed to being a good corporate citizen and always doing the right thing.
We are and want to be known as a company that is governed responsibly and behaves ethically,
that is open and transparent in its business dealings, that supports good causes and protects
the environment, and that provides an appealing place to work where our employees are
treated well and are given the opportunity to be all they can be. By growing our company
responsibly, we earn the trust on which our business is based and we build the relationships
on which our future depends.
We focus our citizenship efforts in five areas: governance, community impact, diversity
and inclusion, environmental sustainability and gender equality.
GOVERNANCE
COMMUNIT Y
IMPACT
DIVERSIT Y AND
INCLUSION
ENVIRONMENTAL
SUSTAINABILIT Y
GENDER
EQUALIT Y
GOVERNANCE
ENVIRONMENTAL SUSTAINABILIT Y
The foundation for all our citizenship efforts is good governance,
which we define as doing the right thing, improving transparency,
building collaborative partnerships, respecting human and labor
rights and sourcing responsibly.
COMMUNIT Y IMPACT
We believe deeply in supporting communities around the world
through our people, products and community impact programs.
For example, the P&G Children’s Safe Drinking Water (CSDW)
Program has delivered more than 10 billion liters of clean drinking
water, working with more than 150 partners to help people in
more than 85 countries. We also have a robust global disaster
relief program that brings health and hygiene products and the
comforts of home to those who need them most.
P&G is focused on driving positive change in the areas of
climate, water and waste. We’ve established our long-term
vision in these areas with short-term goals to ensure we stay
on track. We work hard to offer consumers superior branded
products that require no trade-offs in performance, value
or environmental impact.
GENDER EQUALIT Y
We want to help build a better world free of gender bias, with
equal representation and an equal voice for women and men.
We are leveraging our insights to uncover gender bias where
it exists, and then we’re taking action to eliminate that bias as
fully as we can. We’re doing this through our brands, with our
corporate voice and with our people.
DIVERSIT Y AND INCLUSION
P&G is a very diverse company. There are nearly 150 nationalities
represented in our workforce around the world. We have
operations in about 70 countries and we sell our products in
more than 180 countries and territories. The more we mirror
the diversity of our consumers, the better equipped we are to
understand and serve them. We get the full value of our diversity
with a highly inclusive culture. We view diversity and inclusion
as a business strategy — and an undeniable way to win.
The paper utilized in the printing of this annual report
is certified to the FSC® Standards, which promotes
environmentally appropriate, socially beneficial and
economically viable management of the world’s forests.
© 2016 Procter & Gamble
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