Procter & Gamble
Annual Report 2017

Plain-text annual report

2017 Annual Report Financial Highlights (unaudited) Amounts in billions, except per share amounts Net Sales Operating Income Net Earnings Attributable to P&G 2017 2016 2015 2014 2013 $65.1 $14.0 $15.3 $65.3 $70.7 $74.4 $73.9 $13.4 $11.0 $13.9 $13.1 $10.5 $7.0 $11.6 $11.3 Net Earnings Margin from Continuing Operations 15.7% 15.4% 11.7% 14.3% 14.0% Diluted Net Earnings per Common Share from Continuing Operations 1 Diluted Net Earnings per Common Share 1 Operating Cash Flow Dividends per Common Share $3.69 $3.49 $2.84 $3.63 $3.50 $5.59 $3.69 $12.8 $2.70 $2.66 $15.4 $2.44 $4.01 $3.86 $14.6 $14.0 $14.9 $2.59 $2.45 $2.29 2017 NET SALES BY GEOGR APHIC REGION 2017 NET SALES BY BUSINESS SEGMENT 2 Baby, Feminine, and Family Care 28% Beauty 18% Fabric and Home Care 32% Health Care 12% Grooming 10% 2017 NET SALES BY MARKET MATURIT Y Developed Markets 65% Developing Markets 35% North America 45% Latin America 8% India, Middle East, and Africa (IMEA) 7% Europe 23% Asia Pacific 9% Greater China 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. Dear Shareowners, We met or exceeded our objectives for fiscal year 2017. We met our sales objective, with organic sales growth of 2% for the fiscal year — more than a full point faster than fiscal 2016 — and mainly composed of volume growth. We exceeded our earnings objective, with core earnings per share of $3.92, a 7% increase. This includes a 4% headwind from foreign exchange. Excluding foreign exchange, we delivered another year of double-digit currency-neutral core earnings per share growth. All-in sales were essentially in line with the year before. This includes a 2% headwind from the combined impacts of foreign exchange and divestitures. All-in GAAP earnings per share increased 51%. This includes a significant one-time gain from the sale of 41 specialty beauty brands to Coty, Inc. We continued to deliver robust free cash flow results. Adjusted free cash flow was $9.8 billion, with adjusted free cash flow productivity of 94%. TABLE OF CONTENTS Letter to Shareowners P&G’s 10-Category Portfolio Form 10-K Measures Not Defined by U.S. GAAP Company and Shareholder Information Company Leadership Board of Directors Recognition and Commitments Citizenship i iii xi 29 75 76 77 78 Inside Back Cover David S. Taylor Chairman of the Board, President and Chief Executive Officer ii • The Procter & Gamble Company We built on our strong track record of returning cash to you, our shareowners. In total, P&G returned nearly $22 billion of value through dividends, share exchanges and share repurchase. We paid $7.2 billion in dividends and increased our dividend by 3%, marking the 61st consecutive annual increase and the 127th consecutive year P&G has paid a dividend — every year since our incorporation in 1890. We reduced shares outstanding by more than $14.6 billion through a combination of share repurchases and shares exchanged in the sale of our specialty beauty brands to Coty. The streamlining and strengthening of our product portfolio is now complete. In just over two years, we divested, discontinued or consolidated 105 brands, and built market capitalization as we executed this significant restructure. With this work complete, we are truly a new P&G, better positioned for the long term. Looking forward, our objective is very clear: balanced top- and bottom-line growth that consistently delivers total shareholder return in the top third of our peer group. The work we’ve begun and the progress we’ve made have us building toward this level of results. To accomplish our objective, we’re raising the bar across everything we do to continue to accelerate sales growth, improve productivity, and empower our organization and culture to deliver sustained, exceptional performance. A Streamlined and Strengthened Portfolio in 10 Categories During fiscal 2017, P&G completed the transformation of our brand portfolio. We now have a much stronger, more focused portfolio that is better positioned to win. P&G has leading market positions in our 10 categories, and they leverage the Company’s core strengths: consumer understanding, branding, product and package innovations, and go-to-market capabilities. These are daily-use categories where purchase intent and choice are driven by a specific job to do and the product’s effectiveness in doing it. Daily-use categories drive shopping trips and dollars, and loyalty to brands is often higher in these categories. P&G’s 10-Category Portfolio EXPLORE OUR BR ANDS 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 HEALTH C ARE HAIR C ARE SKIN AND PERSONAL C ARE Gastrointestinal, Respiratory, Rapid Diagnostics, Vitamins / Minerals / Supplements, Other Personal Health Care Shampoo, Conditioner, Styling Aids, Treatments Skin Care, Antiperspirant and Deodorant, Personal Cleansing iv • The Procter & Gamble Company Accelerating Sales Growth We’re working to accelerate organic sales growth by strengthening and extending the advantages we’ve created with our products and packages, improving the execution of our consumer communication and on-shelf and online presence, and ensuring our brands offer a superior consumer value in each price tier where we compete. The market continues to be challenging, whether it’s price transparency, changing retail dynamics, established and new competitors — both online and offline — or slowing market growth. The best response is innovation and greater superiority in all elements of our consumer proposition — a higher standard. That is what we are working on, starting with the consumer and shopper. That’s where we believe sustained success must start. The superiority of our products, packages, execution and consumer value create impactful, meaningful advantages that earn trial and repurchase, grow markets and build market share. It is what will be required to prevent commoditization of our categories and minimize deflationary impacts. It is required to reduce our promotion spending and create strong retail relevance across offline and online channels. Our products need to deliver a big enough advantage to increase loyalty to our brands and change expectations of the category. We’re moving from a single evaluation metric — Weighted Purchase Intent — to a “body of evidence” approach, which uses a mix of technical tests, blind tests, context-aided tests, household panel data and in-market product reviews to provide a more complete assessment of the actual product experience. It includes behavioral data, which is more reliable than the attitudinal data we historically collected. In the end, we’re striving for products that are so good, consumers don’t want to part with them after use, to the point where they consider their old product meaningfully inferior. Packaging is another area where we see great opportunities for innovation, both online and offline. Superior packaging attracts consumers at the first moment of truth, provides integrity, protects quality, and delights consumers during use and in its ability to be disposed of responsibly. Superior packaging creates recognizable brand blocks at shelf, aids consumers in selecting the best product for their needs, conveys the equity of the brand, and closes the sale. SUPERIOR PRODUCTS Using Tide PODS changed consumers’ laundry detergent expectations. Consumers rated their detergent then tried Tide PODS for four weeks. After using PODS, they lowered their assessment of their previous detergent by more than 10 points. Tide PODS and Gain Flings have driven 90% of U.S. laundry detergent category growth since their introduction. SUPERIOR PACKAGING P&G’s scent beads’ distinctive packages allow consumers to experience the product benefit in-store by squeezing to release the scent. P&G has an approximately 80% market share in the markets where we compete, supporting overall category growth of nearly 20% in fiscal year 2017. SUPERIOR BRAND COMMUNICATIONS The best advertising sparks conversations, affects attitudes, and changes behavior. The Always #LikeAGirl campaign has started a movement and helped girls worldwide feel more confident. The campaign has also significantly driven Always brand awareness and equity scores among viewers, and Always has built more than two points of U.S. market share since the campaign began. The Procter & Gamble Company • v Superior product and packaging benefits need to be communicated to consumers with exceptional brand messaging — advertising that opens hearts and minds, creates awareness and, ultimately, creates desire to purchase the product. This is advertising that drives growth for brands and the categories in which they compete, and clears the highest bar for creative brilliance — sparking conversations, affecting attitudes, changing behavior and sometimes even defining popular culture. We’re setting a higher standard of excellence on advertising quality with a focus on brand performance claims that communicate the brand’s benefit superiority to create awareness and trial. Our go-to-market execution in-store and online are additional areas where we’re redefining excellence to a higher standard to grow categories and our brands. In stores, this means having the right store coverage, product forms, sizes, price points, shelving and merchandising execution. Online, it means having the right content, assortment, ratings, reviews, search and subscription offerings. The last element is winning consumer and retail customer value equations. Value is more than price. It is the superior value of the total proposition for the consumer: a product that meets a need in a noticeable and superior way, with a package that is convenient to use, with compelling communication, presented in a clear and shoppable way in-store. For our retail customers, the value equation includes margin, penny profit, trip generation, basket size and category growth. EXCELLENT IN-STORE & ONLINE EXECUTION Pantene’s new in-store shelf design simplifies the shopping experience and drives regimen use across consumer needs. In Brazil it has helped generate record market share in fiscal year 2017. WINNING CONSUMER & RETAIL CUSTOMER VALUE EQUATIONS Winning consumer value is about more than price — it’s about delighting consumers so they see the superior value of the total proposition. Our super-premium SK-II skin care brand has delivered consistent double-digit growth in fiscal year 2017. vi • The Procter & Gamble Company A New Standard of Excellence We are establishing a higher standard of excellence for all our brands, with greater superiority in all elements of our consumer proposition. Success on all five of these elements represents a significant opportunity to accelerate top-line growth. Dawn — A Brand Winning Through Superiority Dawn — known as Fairy outside North America — is P&G’s top hand dishwashing brand, and a great example of a brand executing well in every one of our superiority criteria. Superior Products Superior Packaging Our products need to deliver a big enough advantage to change consumers’ affinity for our brands and their expectations of the category — products so good, consumers don’t want to part with them after use. Superior packaging attracts the consumer at the first moment of truth, provides integrity, protects quality, and delights consumers during use and in its ability to be disposed of responsibly. It creates recognizable brand blocks at shelf, aids consumers in selecting the best product for their needs, conveys the equity of the brand, and closes the sale. Dawn is a superior-performing product. According to consumer research, Dawn Ultra Blue outperforms its nearest competitor on 16 attributes, including tough food cleaning, long-lasting product, and overall value. The iconic bottle of Dawn and Fairy is clean and simple. It is visually attractive and instantly recognizable for consumers where they shop. The Procter & Gamble Company • vii Superior Brand Communications Excellent In-Store & Online Execution Winning Consumer & Retail Customer Value Equations Superior product and packaging benefits need to be communicated to consumers with exceptional brand messaging — advertising that opens hearts and minds, creates awareness and, ultimately, creates desire to purchase the product. Excellence in stores means having the right store coverage, product forms, sizes, price points, shelving and merchandising execution. Online, it means having the right content, assortment, ratings, reviews, search and subscription offerings. For consumers, value is a product that meets a need in a noticeable and superior way, a convenient-to-use package, and compelling communication, presented in a clear and shoppable way in-store. For retail customers, value includes margin, penny profit, trip generation, basket size and category growth. Dawn reaches consumers with strong competitive advertising like “3x more grease cleaning power than the leading competitor” and “A drop of Dawn and grease is gone” — messages that connect to consumers and convince them of the benefits of the brand, so they want to try it. Dawn stands out on-shelf with a “wall of blue” — big blocks of the iconic blue color that attract consumers’ attention. More than half the consumers who try Dawn or Fairy buy it again. Dawn has delivered 10 consecutive years of sales growth in North America, with U.S. value share up more than two points in fiscal year 2017. Fairy has an all-time high value share in the U.K., of more than 70%. Productivity Fuels Growth Productivity is the fuel for both top- and bottom-line growth — providing savings for investment in sales growth, as well as for margin expansion to grow earnings per share. We have plans to save up to $10 billion from fiscal year 2017 through fiscal year 2021. P R O D UCTIVIT Y V A L U E G R O C W R T E H A & T I O N up to $10B in savings I N T N V E ST ME There are four elements of our planned productivity savings: Cost of goods sold Marketing spending Trade spending Overhead spending viii • The Procter & Gamble Company Improving Productivity and Cost Establishing and extending product, package, execution and value superiority represents a significant opportunity to accelerate top-line growth. Achieving this higher standard of performance more consistently will require investment, which leads to continuing to raise the bar on productivity. Productivity is the fuel for both top- and bottom-line growth — providing savings for investment in sales growth, as well as for margin expansion to grow earnings per share. We have plans to save up to $10 billion from fiscal year 2017 through fiscal year 2021. This is on top of the $10 billion saved from fiscal year 2012 through fiscal year 2016. There are four elements of our planned productivity savings: cost of goods sold, marketing spending, trade spending and overhead spending. The majority of the savings opportunities are in cost of goods sold. We see opportunities ahead in raw and packaging materials, manufacturing expense, transportation and warehousing as we fully synchronize our supply network and replenishment systems from our suppliers to our customers. In marketing spending, we have identified savings opportunities such as driving down media rates; eliminating media supply chain waste; reducing agency fees and advertising production costs; and improving the efficiency of in-store materials, direct-to-consumer programs and sampling programs. Trade spending is a large spending pool where just a 10% efficiency will result in meaningful savings. This will come from improved execution against category and brand key business drivers, and better optimizing investments by category. Finally, we’re optimizing each function in the Company, with a particular focus on reducing the cost of activities furthest away from consumers or customers and increasing end-to-end business accountability. Empowering Our Organization and Culture All of this work is underpinned by an organization that is experienced, agile, accountable and committed to win. We’re further strengthening our organization design, culture and accountability by moving resources closer to consumers and customers; driving deeper mastery and accountability; and enabling greater efficiency, speed and agility. We continue to move resources out of global or corporate roles into regions and countries, where they can better learn from, innovate for and serve local consumers. Today, the large majority of commercial function employees — including general management, brand, sales and finance — reside in local markets. They are responsible for executing innovation, advertising and merchandising programs by leveraging The Procter & Gamble Company • ix End-to-End Business Ownership & Accountability We’re moving to an end-to-end business ownership and accountability approach in large markets, giving category business leaders full decision-making authority from the front end of innovation all the way through to the customer. Innovation their unique, local knowledge of consumers, customers and competitors. Most of the remaining commercial function employees are in regional roles, coordinating innovation launch pipelines, and setting pricing and promotional strategy. Only a small percentage are in global roles, including global category leadership, and are dispersed around the world. Profit and loss statements are owned by the category business units at the regional and global level. In large markets, we’re implementing an end-to-end ownership and accountability approach. This new model gives full decision-making authority to category business leaders, from the front end of innovation all the way through to the customer. We implemented this end-to-end approach in the U.S. in fiscal year 2016, brought four more markets into the model this past fiscal year, and will add five more markets this year. In total, these end-to-end markets will account for 70% of our sales. In smaller countries, where we don’t have the scale to organize in a dedicated end-to-end model, we are implementing a new “freedom within a framework” approach. The objective is to enable these smaller markets to be faster and more agile. As long as the market is executing within predefined strategies and is delivering the financial target set by the region, they have freedom to make real- time changes without the need for engagement with regional or global resources. We’re changing talent development and career planning to drive more mastery and depth in each of our 10 product categories. We’re aligning incentives — at a lower level of granularity — to better match responsibilities and to increase accountability. We’re hiring from the outside to supplement internal development when and where appropriate to field the best team. External hiring has roughly quadrupled across five different levels of management, including senior leadership. Bottom line, we are empowering P&G people with the mastery, flexibility, speed and accountability needed to drive strong business results. Manufacturing Building Citizenship into Building the Business We believe Citizenship should be built into how we deliver great results. We take a broad view of Citizenship that incorporates Ethics & Corporate Responsibility, Community Impact, Diversity & Inclusion, Gender Equality and Environmental Sustainability. Our aspiration is to have a positive impact on all stakeholders, including the wise use of our planet’s precious resources. This commitment to Citizenship is also important to many consumers, shareowners and stakeholders who want to ensure our actions and values are worthy of their trust. Last year, we delivered our 12 billionth liter of clean water with P&G’s Children’s Safe Drinking Water program; washed more than 3,100 loads of laundry for U.S. families with our Tide Loads of Hope program; and responded to more than 20 natural disasters globally with donations of P&G products, financial aid and volunteer time. We signed onto a number of external commitments where we believe P&G’s voice can make a difference, including the Catalyst CEO Champions for Change, the Climate Leadership Council and the CEO Action for Diversity & Inclusion. Marketing Selling We’re making sequential progress, and we’re raising the bar in everything we do. x • The Procter & Gamble Company We’re making significant progress on sustainability to better serve the increasingly environmentally concerned shopper. In the last year, we qualified 73% of our plants as sending zero manufacturing waste to landfill, we completed the final stages of wind and biomass projects that will nearly double our use of renewable energy once they are fully online, we announced the first recyclable shampoo bottle made with reclaimed beach plastic on Head & Shoulders, and we introduced Tide purclean, the first bio-based detergent with the cleaning power of Tide. You’ll find more about our efforts in our Citizenship Report, which will be published this fall. In the meantime, please go to www.pg.com/citizenship to learn more. Raising the Bar As we close fiscal 2017 and enter fiscal 2018, we are where we expected to be. We’re making sequential progress, and we’re raising the bar in everything we do. We’re accelerating efforts to execute and deliver on the plans we’ve put into action. We’re expecting continued consecutive acceleration of organic sales growth of 2% to 3%, core earnings per share growth of 5% to 7%, and 90% or better free cash flow productivity. We’ll measure our progress in years, not quarters. We’ll continue to make the needed investment in innovation, brand building and go-to-market execution to position P&G well for the next three years, five years, and into the future. We’re raising the bar to a higher standard of performance — irresistibly superior products and packaging, coupled with superior commercial execution, fueled by strong cost savings and continued strengthening of our organization and culture. This will lead to balanced growth and value creation and winning total shareholder return. Winning results matter. They matter to our employees, retirees and stakeholders. They matter to you, our shareowners. Winning results happen because we earn them — every day, every week, every month, every quarter, and every year — in every brand and in every country in which we compete. We’re committed to win, and we’ll do it within our Purpose, Values and Principles that have guided P&G for 180 years. We’ll always do it the right way, with integrity and with competitive passion. That’s P&G at its best. 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 For the Fiscal Year Ended June 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 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, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filed," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Accelerated filer (Do not check if smaller reporting company) Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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, 2016. There were 2,550,014,230 shares of Common Stock outstanding as of July 31, 2017. Portions of the Proxy Statement for the 2017 Annual Meeting of Shareholders, which was filed on August 1, 2017 (2017 Proxy Statement), are incorporated by reference into Part III of this report to the extent described herein. Documents Incorporated by Reference FORM 10-K TABLE OF CONTENTS PART I Business Item 1. Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Item 4. Mine Safety Disclosure Properties Legal Proceedings PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Executive Officers of the Registrant 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 Form 10-K Summary Signatures Exhibit Index Item 16. Page 1 2 6 6 6 6 7 8 10 11 32 33 33 36 37 38 39 40 41 41 44 46 48 49 51 52 53 58 61 62 62 63 66 67 67 67 67 67 68 69 69 69 71 72 73 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's Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments thereto, are filed electronically with the SEC. The SEC maintains an internet 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, 2017, 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) and Personal Health Care (Health), 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, wholesalers, 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 and online presence of our products and win the "first moment of truth" - when a consumer is shopping in the store or online. 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. Accordingly, marketing and 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, wholesalers, baby stores, specialty beauty stores, e-commerce, high-frequency stores and pharmacies. Sales to Wal-Mart Stores, Inc. and its affiliates represent approximately 16% of our total sales in 2017, and 15% in 2016 and 2015. No other customer represents more than 10% of our total sales. Our top ten customers accounted for approximately 35% of our total sales in 2017, 2016 and 2015. 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 important to the overall marketing and branding of our 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 (R&D) 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 2017 and 2016 and $2.0 billion in 2015 (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 2018. Employees. Total number of employees is an estimate of total Company employees excluding interns, co-ops, contractors 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. 2017 2016 2015 2014 2013 2012 Total Number of Employees 95,000 105,000 110,000 118,000 121,000 126,000 Financial Information about Foreign and Domestic Operations. Net sales in the U.S. account for 42% 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 Latin America IMEA (2) 2017 45% 23% 9% 8% 8% 7% 2016 44% 23% 9% 8% 8% 8% 2015 41% 24% 8% 9% 10% 8% (1) North America includes results for the United States, Canada and (2) Puerto Rico only. IMEA includes India, Middle East and Africa. Net sales and total assets in the United States and internationally were as follows (in billions): Net Sales (years ended June 30) 2017 United States $27.3 International $37.8 2016 2015 Total Assets (years ended June 30) 2017 2016 2015 $27.0 $26.8 $59.8 $64.4 $65.0 $38.3 $43.9 $60.6 $62.7 $64.5 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 and annual 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&A and the Consolidated Financial Statements and related Notes incorporated in this report. The following discussion of risks is not all inclusive, but is designed to highlight what we believe are important factors to consider when evaluating our 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 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 or trade 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 businesses and maintain local currency cash balances in a number of countries with exchange, import authorization, pricing or other controls or restrictions, including Nigeria and Ukraine. Our results of operations and financial condition could be adversely impacted if we are unable to successfully manage such controls and restrictions, continue existing business operations and repatriate earnings from overseas, or if new or increased tariffs, quotas, exchange or price controls, trade barriers or similar restrictions are imposed on our business. 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; a significant shift in government policies; or the inability to conduct day-to-day 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 transactions The Procter & Gamble Company 3 conditions such that their accounts become uncollectible or are subject to longer collection cycles. In addition, 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. A disruption 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. labor disputes, 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 supply chain optimizations and certain sole supplier or sole manufacturing plant arrangements. The loss or disruption of such manufacturing and supply arrangements, including for issues such as impairment of key manufacturing sites, discontinuity in our internal information and data systems, inability to procure sufficient raw or input materials, significant changes in trade policy, 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. loss or Our costs are subject to fluctuations, particularly due to changes in the prices of commodities and raw materials and the costs of labor, transportation, energy, pension and 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 and changing consumer habits. We are a consumer products company that relies on continued global demand for our brands and products. Achieving our business results depends, in part, on successfully 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 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 and changing consumer habits 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, wholesalers, 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 retail trade customers, which includes our ability to offer trade terms that are mutually acceptable and are aligned with our pricing and profitability targets. Continued concentration among our retail customers could create significant cost and margin pressure on our business, and our business performance could suffer if we cannot reach agreement with a key customer on trade terms and principles. Our business could also be negatively impacted if a key customer were to significantly reduce the inventory level of our products or experience a significant business disruption. If the reputation of the Company or one or more of our brands erodes significantly, it could have a material impact on our financial results. The 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, ingredients, changing consumer perceptions of certain 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 Company. If we are unable to effectively manage real or 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 environmental sustainability. If these programs are not executed as planned or suffer negative publicity, the 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 and 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. An a cybersecurity breach, or the failure of one or more key information technology systems, networks, hardware, processes, and/or associated sites owned or operated by the Company or one of its service providers could have a material adverse impact on our business or reputation. information including incident, security We rely extensively on information technology (IT) systems, networks and services, including internet and intranet sites, data hosting and processing facilities and tools, physical security systems and other hardware, software and technical applications and platforms, many of which are managed, hosted, provided and/or used by third parties or their vendors, to assist in conducting our business. The various uses of these IT systems, networks and services include, but are not limited to: ordering and managing materials from suppliers; converting materials to finished products; shipping products to customers; • • • • marketing and selling products to consumers; • collecting, transferring, storing and/or processing customer, consumer, employee, vendor, investor, and other stakeholder information and personal data; summarizing and reporting results of operations, including financial reporting; hosting, processing and sharing, as appropriate, confidential and proprietary research, business plans and financial information; • • • • • • 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. in anticipating and 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 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 attention to these threats. We continue to assess potential threats and vulnerabilities and make investments seeking to address them, including monitoring of networks and systems, increasing information security skills, deploying employee security training, and updating security policies for the Company and its third-party providers. However, because the techniques used in cyber attacks change frequently and may be difficult to detect for periods of time, we may face difficulties implementing adequate preventative measures or mitigating harms after such an attack. Our IT databases and systems and our third-party providers’ databases and systems have been, and will likely continue to be, subject to advanced computer viruses or other malicious codes, 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, operational incidents or other 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 key operations or disclosure of our sensitive business or stakeholder information, due to any number of causes, ranging from catastrophic events or power outages to improper data handling or security incidents, and our business continuity plans do not effectively address these failures on a timely basis, we may be exposed to reputational, competitive, operational and business harm as well as litigation and regulatory action. The costs and operational consequences implementing of responding remediation measures could be significant and could adversely impact our results. Changing political conditions could adversely impact our business and financial results. items and the above to Changes in the political conditions in markets in which we manufacture, sell or distribute our products may be difficult to predict and may adversely affect our business and financial results. For example, the United Kingdom’s decision to leave the European Union has created uncertainty regarding, among other things, the U.K.'s future legal and economic framework and how the U.K. will interact with other countries, including with respect to the free movement of goods, services and people. In addition, results of elections, referendums or other The Procter & Gamble Company 5 political processes in certain markets in which our products are manufactured, sold or distributed could create uncertainty regarding how existing governmental policies, laws and regulations may change, including with respect to sanctions, taxes, the movement of goods, services and people between countries and other matters. The potential implications of such uncertainty, which include, among others, exchange rate fluctuations and market contraction, could adversely affect the Company’s business and financial results. We must successfully manage compliance with laws and regulations, as well as manage new and pending legal and regulatory matters in the U.S. and abroad. Our business is subject to a wide variety of laws and regulations across 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, anti-corruption, tax, accounting and financial reporting or other matters. Rapidly changing laws, regulations and related interpretations, as well as increased enforcement actions, create challenges for the Company, including our compliance and ethics programs, and 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 or regulatory 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 and resolutions of tax disputes 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 reporting requirements (“BEPS") recommended 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 could be materially impacted. Given 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 6 The Procter & Gamble Company cumulatively positive or negative for our earnings and cash flow, but such changes could adversely impact our financial results. Furthermore, we are subject to regular review and audit by both foreign and domestic tax authorities. While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation, including maintaining our intended tax treatment of divestiture transactions such as the fiscal 2017 Beauty Brands transaction with Coty, may differ materially from the tax amounts recorded in our Consolidated Financial Statements, which could adversely impact our cash flows and financial results. We must successfully manage ongoing acquisition, joint venture and divestiture activities. As a company that manages a portfolio of consumer brands, our ongoing business model includes a certain level of acquisition, joint venture and divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against our business objectives. Specifically, our financial results could be 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 productivity improvements and ongoing organizational change. 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 89 manufacturing sites in 38 other countries. Many of the domestic and international sites manufacture products for multiple businesses. Beauty products are manufactured at 24 of these locations; Grooming products at 21; Health Care products at 17; Fabric & Home Care products at 43; and Baby, Feminine & Family Care at 41. 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 contracts, regulation, environmental issues, patent and trademark matters, labor and employment matters and tax. See Note 12 to our Consolidated Financial Statements for information on certain legal proceedings for which there are contingencies. advertising, liability, product This item should be read in conjunction with the Company's Risk Factors in Part I, Item 1A for additional information. Item 4. Mine Safety Disclosure. Not applicable. The names, ages and positions held by the Executive Officers of the Company on August 7, 2017, 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 Vice Chairman and 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 P&G Ventures 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 R. Alexandra Keith President - Global Hair Care and Beauty Sector 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 59 53 53 55 57 60 56 55 53 60 49 53 55 51 57 50 55 53 60 47 2013 2009 2016 2013 2016 2016 2014 2012 2014 2014 2017 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 4/1/2017 - 4/30/2017 5/1/2017 - 5/31/2017 6/1/2017 - 6/30/2017 Total Total Number of Shares Purchased (1) Average Price Paid per Share (2) 5,568,038 2,315,036 — 7,883,074 89.80 86.39 — $88.80 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) 5,568,038 2,315,036 — 7,883,074 Approximate Dollar Value of Shares that May Yet Be Purchased Under Our Share Repurchase Program (3) (3) (3) (3) (1) 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, 2017, the Company stated that in fiscal year 2017 the Company expected to reduce outstanding shares at a value of approximately $15 billion, through a combination of direct share repurchase and shares exchanged in the Beauty Brands transaction, 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 Beauty Brands transaction was $14.9 billion. The share repurchase plan ended on June 30, 2017. 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 127 consecutive years since its original incorporation in 1890 and has increased its dividend for 61 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 1957 1967 1977 1987 1997 2007 2017 $ 0.01 $ 0.03 $ 0.08 $ 0.17 $ 0.45 $ 1.28 $ 2.70 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 2016 - 2017 2015 - 2016 $ 0.6695 0.6695 0.6695 0.6896 $ 0.6629 0.6629 0.6629 0.6695 2016 - 2017 2015 - 2016 High Low High Low $ 90.22 $ 90.32 92.00 91.13 84.32 81.18 83.24 85.52 $ 82.55 $ 81.23 83.87 84.80 65.02 71.30 74.46 79.10 P&G trades on the New York Stock Exchange and NYSE Euronext-Paris under the stock symbol PG. There were approximately 3.0 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, 2017. Shareholder Return The following graph compares the cumulative total return of P&G’s common stock for the five-year period ended June 30, 2017, 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, 2012, 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 2012 2013 2014 2015 2016 2017 $ 100 $ 130 $ 137 $ 140 $ 100 100 121 117 150 135 161 148 157 $ 168 176 167 198 181 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. For further details behind the business drivers for recent results presented below, see the Management's Discussion and Analysis. 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 2017 $ 65,058 32,523 13,955 10,194 5,217 15,326 2016 2015 2014 2013 2012 $ 65,299 $ 70,749 $ 74,401 $ 73,910 $ 73,138 32,390 13,441 10,027 577 10,508 33,693 11,049 8,287 (1,143) 7,036 35,371 13,910 10,658 1,127 11,643 35,858 13,051 10,346 1,056 11,312 35,254 12,495 8,864 2,040 10,756 15.7% 15.4% 11.7% 14.3% 14.0% 12.1% $ $ $ $ $ 3.79 2.01 5.80 3.69 1.90 5.59 2.70 $ $ $ $ $ 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 $ $ $ $ $ 3.65 0.39 4.04 3.50 0.36 3.86 2.29 $ $ $ $ $ 3.08 0.74 3.82 2.97 0.69 3.66 2.14 Research and development expense $ 1,874 $ 1,879 $ 1,991 $ 1,910 $ 1,867 $ 1,874 Advertising expense Total assets Capital expenditures Long-term debt Shareholders' equity 7,118 7,243 7,180 7,867 8,188 7,839 120,406 127,136 129,495 144,266 139,263 132,244 3,384 18,038 3,314 18,945 3,736 18,327 3,848 19,807 4,008 19,111 3,964 21,080 $ 55,778 $ 57,983 $ 63,050 $ 69,976 $ 68,709 $ 64,035 (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 excluding impacts of cash flow productivity. Organic sales growth is net sales the Venezuela growth the deconsolidation, acquisitions, divestitures and foreign 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 comparability of share and consumption information. 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 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- looking statements may appear throughout this report, including, without limitation, 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: Summary of 2017 Results • Overview • • 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% 19% Grooming 10% 16% Health Care 12% 13% Fabric & Home Care 32% 27% Baby, Feminine & Family Care 28% 25% Product Categories (Sub-Categories) Hair Care (Conditioner, Shampoo, Styling Aids, Treatments) Skin and Personal Care (Antiperspirant and Deodorant, Personal Cleansing, Skin Care) Grooming (2) (Shave Care - Female Blades & Razors, Male Blades & Razors, Pre- and Post- Shave Products, Other Shave Care; Appliances) Oral Care (Toothbrushes, Toothpaste, Other Oral Care) Personal Health Care (Gastrointestinal, Rapid Diagnostics, Respiratory, Vitamins/Minerals/ Supplements, Other Personal Health Care) Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents) Home Care (Air Care, Dish Care, P&G Professional, Surface Care) Major Brands Head & Shoulders, Pantene, Rejoice Olay, Old Spice, Safeguard, SK-II Braun, Fusion, Gillette, Mach3, Prestobarba, Venus Crest, Oral-B Prilosec, Vicks Ariel, Downy, Gain, Tide Cascade, Dawn, Febreze, Mr. Clean, Swiffer Baby Care (Baby Wipes, Diapers and Pants) Feminine Care (Adult Incontinence, Feminine Care) Luvs, Pampers Always, Tampax Family Care (Paper Towels, Tissues, Toilet Paper) Bounty, Charmin (1) Percent of Net sales and Net earnings from continuing operations for the year ended June 30, 2017 (excluding results held in Corporate). (2) The Grooming product category is comprised of the Shave Care and Appliances GBUs. Recent Developments: During fiscal 2017, the Company completed the previously announced 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 2017, the Company completed the divestiture of four product categories, which included 43 of the Company's beauty brands ("Beauty Brands"), including the global salon professional hair care and color, retail hair color, cosmetics and the fine fragrance businesses, along with select hair styling brands. The Beauty Brands had historically been part of the Company’s Beauty reportable segment. The results of the Beauty Brands are 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 are presented as held for sale in the Consolidated Balance Sheets. The Company recorded an after-tax gain on the final transaction of $5.3 billion ($1.95 per share), net of transaction and related costs. 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. 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. Refer to Note 13 to our Consolidated Financial Statements for more details on each of these divestiture transactions. While our ongoing business model may include a certain level of acquisition and divestiture activity, with the aforementioned transactions and other recent minor brand divestitures, the Company has completed the strategic portfolio reshaping program. 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). 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 nearly 6% global market share. 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 our Fusion, Mach3, Prestobarba and Venus brands. 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 nearly 25% of the male shavers market and over 50% 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 respiratory (Vicks brand), non-prescription 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 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 over 25% global market share, primarily behind our Tide, Ariel and Downy brands. Our global home care market share is over 20% across the categories in which we compete. treatments The Procter & Gamble Company 13 Baby, Feminine & Family Care: In baby care, we are the global market leader and compete mainly in diapers, pants and baby wipes with over 25% 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 more than $8 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. Corporate Functions CF provides company-level strategy and portfolio analysis, corporate accounting, tax, external relations, treasury, governance, human resources and legal, as well as other centralized functional support. Global Business Services GBS provides technology, processes and standard data tools to enable the GBUs, the SMOs and Corporate Functions 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. 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 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 14 The Procter & Gamble Company consumer insights and technology advancements that lead to product and merchandising programs and game-changing inventions that create new brands and categories. improved marketing improvements, 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 2017 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 earnings per share Cash flow from operating activities $ 2017 65,058 13,955 10,194 5,217 15,326 5.59 3.69 3.92 12,753 Change vs. Prior Year — % $ 4 % 2 % 804 % 46 % 51 % 6 % 7 % (17)% 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 • Net sales were unchanged at $65.1 billion including a negative 2% impact from foreign exchange. Organic sales increased 2% on a 2% increase in organic volume. Unit volume increased 1%. Volume increased low single digits in Grooming, Health Care, Fabric & Home Care and Baby, Feminine & Family Care. Volume decreased low single digits in Beauty. • Net earnings from continuing operations increased $167 million or 2% in fiscal 2017, driven by higher operating income and a lower effective tax rate, partially offset by an increase in other non-operating expense. Foreign exchange impacts negatively affected net earnings from continuing operations by approximately $420 million or 4%. • Net earnings from discontinued operations increased $4.6 billion primarily due to the net impact of a gain on the sale of our Beauty business in fiscal 2017, partially offset by the base period results, which included the net earnings of the Batteries and Beauty Brands businesses prior to divestiture, a gain on the sale of the Batteries business and impairment charges on the Batteries business prior to divestiture. • Net earnings attributable to Procter & Gamble were $15.3 billion, an increase of $4.8 billion or 46% versus the prior year primarily due to the aforementioned increases in net earnings from both continuing and from discontinued operations. • Diluted net earnings per share increased 51% to $5.59. Diluted net earnings per share from continuing operations increased 6% to $3.69. Core EPS increased 7% to $3.92. • Cash flow from operating activities was $12.8 billion. Adjusted free cash flow was $9.8 billion. Adjusted free cash flow productivity was 94%. 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-dependent economies, greater political unrest in the Middle East and Central & Eastern Europe, further economic instability in the European Union, political instability in certain Latin American markets, further economic slowdowns in Japan and China and changes to international trade agreements in North America and elsewhere, 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 as through consistent productivity improvements, it may 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 this MD&A, we initiated certain non-manufacturing overhead reduction projects along with manufacturing and other supply chain cost improvements projects in fiscal 2012. In fiscal 2017, we announced an additional multi-year cost reduction program. These programs are resulting in significant enrollment and other savings. If we are not successful in executing and sustaining 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 The Procter & Gamble Company 15 denominated in currencies other than the functional currency. Over the past four years, the U.S. dollar has strengthened versus a number of foreign currencies leading to lower sales and earnings from these foreign exchange impacts. Certain countries experiencing significant exchange rate fluctuations, like Argentina, Egypt, Nigeria, and the United Kingdom have had, and could continue to 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. is considering corporate tax reform that may 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 Nigeria and Ukraine. Changes in government policies in these areas might cause an increase or decrease in our sales, operating margin and net earnings. For example, during fiscal 2015, the Company deconsolidated its Venezuelan subsidiaries due to evolving conditions that resulted in an other-than-temporary lack of exchangeability between the Venezuelan bolivar and U.S. dollar and restricted our ability to pay dividends and satisfy certain other obligations denominated in U.S. dollars. 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, competitive activities (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 reinvestments (for example, product or package improvements) and to a lesser extent scale impacts (for costs 16 The Procter & Gamble Company 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. The Company is in the midst of a productivity and cost savings plan to reduce costs in the areas of supply chain, certain marketing activities 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 2017 compared with fiscal year 2016 Net sales were unchanged at $65.1 billion in 2017 on a 1% increase in unit volume versus the prior year period. Volume increased low single digits in Grooming, Health Care, Fabric & Home Care and Baby, Feminine & Family Care. Volume decreased low single digits in Beauty. 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 Fiscal year 2017 compared with fiscal year 2016 Gross margin increased 40 basis points (bps) to 50.0% of net sales in 2017. Gross margin increased primarily due to: • a 230 basis-point positive impact from total manufacturing cost savings (210 basis points net of product and packaging reinvestments), a 20 basis-point benefit from lower restructuring charges and a 10 basis-point benefit from positive scale impacts due to higher volume. • • These impacts were partially offset by: • a 90 basis-point decrease from unfavorable product mix between segments (caused primarily by the lower relative proportion of sales in Grooming, which has higher than company-average gross margins) and within segments (due to disproportionate growth of lower margin products, forms and package sizes in certain businesses), a 40 basis-point negative impact from unfavorable foreign exchange and • Volume increased low single digits in developed regions and was unchanged in developing regions. Organic volume increased low single digits in both developed and developing markets. Unfavorable foreign exchange reduced net sales by 2%. Neither pricing nor mix had any net impact on net sales for the year. Organic sales grew 2% driven by a 2% increase in organic volume. 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 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. 2017 Basis Point Change 2016 Basis Point Change 2015 50.0% 28.5% 21.5% 20.4% 15.7% 23.6% 40 (50) 90 (10) 30 750 49.6% 29.0% 20.6% 20.5% 15.4% 16.1% 200 (10) 500 490 370 620 47.6% 29.1% 15.6% 15.6% 11.7% 9.9% • a combined 70 basis-point impact due to higher commodities and other costs. Total SG&A decreased 2% to $18.6 billion as increased overhead and advertising spending were more than offset by a reduction in other operating expenses, primarily due to a reduction in net foreign exchange transactional costs and gains on real estate sales. SG&A as a percentage of net sales decreased 50 basis points to 28.5% as a result of the decline in other operating expenses. • Marketing spending as a percentage of net sales increased 10 basis points due to an increase in marketing activities, partially offset by productivity savings. • Overhead costs as a percentage of net sales increased 20 basis points, primarily driven by wage inflation and increased sales personnel in certain businesses, partially offset by 20 basis points of productivity savings. • Other operating expenses as a percent of net sales declined 80 basis points. Lower foreign exchange transactional charges reduced SG&A as a percentage of net sales by approximately 20 basis points. The balance of the reduction is primarily driven by gains on sales of real estate. 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 in 2016 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 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 and investments in research and development. • 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 fiscal year 2015 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. In addition to the gross margin expansion and decrease in SG&A as a percent of net sales discussed above, operating margin also increased by 290 basis points in 2016 due to a $2.0 billion charge in 2015 related to the deconsolidation of the Company's Venezuelan subsidiaries. Non-Operating Items Fiscal year 2017 compared with fiscal year 2016 • Interest expense was $465 million in 2017, a decrease of $114 million versus the prior year due to a decrease in weighted average interest rates. The Procter & Gamble Company 17 • Interest income was $171 million in 2017, comparable to 2016. • Other non-operating income/(expense), which consists primarily of divestiture gains, investment income, and other non-operating items, was a net expense of $404 million in 2017 versus a net income of $325 million in 2016, a $729 million year-over-year decrease. This change is due to a $543 million current-year charge related to early extinguishment of long-term debt and a reduction in gains on minor brand divestitures. In 2017, we had approximately $110 million in minor brand divestiture gains, including Hipoglos (a baby care brand sold primarily in Brazil) and other minor brands. The prior year divestiture activities included approximately $300 million in minor brand divestiture gains, including Escudo and certain hair care brands in Europe and IMEA. 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. • Other non-operating income, which primarily includes divestiture gains and investment income, decreased $115 million to $325 million in 2016, 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. Income Taxes Fiscal year 2017 compared with fiscal year 2016 The effective tax rate on continuing operations decreased 190 basis points to 23.1%. The rate declined due to: • • • • a 130 basis-points impact from excess tax benefits associated with share-based payments due to the adoption of FASB Accounting Standards Update (ASU) 2016-09 Improvements to Employee Share-based Payment Accounting in 2017, a 150 basis-point benefit from discrete impacts related to uncertain to approximately 205 basis points in the current year versus 55 basis points in the prior year), a 50 basis-point benefit from the tax impact of the early extinguishment of long-term debt, and a 130 basis-point benefit from the prior year establishment of a valuation allowance on deferred tax assets related to net operating loss carryforwards. tax positions (which netted income These benefits were partially offset by a 230 basis-point increase from unfavorable geographic mix, primarily due to a greater proportion of total income taxed in the U.S. and a 40 basis-point increase due to the impact of minor brand divestitures. 18 The Procter & Gamble Company 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, and a 130 basis-point impact in 2016 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 2016 versus 85 basis points in 2015). These benefits were partially offset by a 400 basis point decrease related to the non-deductibility of the Venezuelan deconsolidation charge in 2015. Net Earnings Fiscal year 2017 compared with fiscal year 2016 Net earnings from continuing operations increased $167 million, or 2%, to $10.2 billion. Operating income improved $514 million, or 4%, due to improved gross margin and reduced SG&A costs. Net earnings also benefitted from a lower tax rate in 2017. These benefits were partially offset by the increase in net non-operating expenses, discussed above. reduced net earnings by Foreign exchange approximately $420 million in 2017 due to weakening of certain currencies against the U.S. dollar, including those in Argentina, Nigeria, Egypt and the United Kingdom. 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. impacts Net earnings from discontinued operations increased $4.6 billion in 2017 to $5.2 billion. This change was driven by the $5.3 billion gain on the sale of the Beauty Brands in the current year, partially offset by the impact of the base period results, which included the net earnings of the Batteries and Beauty Brands businesses prior to divestiture, a gain on the sale of the Batteries business and impairment charges on the Batteries business prior to divestiture (see Note 13 to the Consolidated Financial Statements). Net earnings attributable to Procter & Gamble increased $4.8 billion, or 46%, to $15.3 billion. Diluted net earnings per share from continuing operations increased $0.20, or 6%, to $3.69 due to the increase in net earnings from continuing operations and a reduction in the number of weighted average shares outstanding following the shares tendered in the sale of the Beauty Brands to Coty (see Note 13 to the Consolidated Financial Statements), along with ongoing share repurchases. Diluted net earnings per share from discontinued operations were $1.90. This was an increase of $1.70 per share versus the prior year primarily resulting from the gain on the sale of the Beauty Brands. Diluted net earnings per share increased $1.90, or 51%, to $5.59. Core EPS increased 7% to $3.92. Core EPS in fiscal year 2017 represents diluted net earnings per share from continuing early operations incremental extinguishment of charge long-term debt and excluding related the to restructuring charges related to our productivity and cost savings plan. The increase was driven by operating margin expansion, lower effective tax rate and the reduction in the number of weighted average shares outstanding discussed above. Fiscal year 2016 compared with fiscal year 2015 Net earnings from continuing operations increased $1.7 billion, or 21%, to $10.0 billion in 2016 primarily due to the base period charge of $2.1 billion after-tax related to the deconsolidation of 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 2016 compared to $2.1 billion in 2015) and a $422 million after-tax gain in 2016 from the sale of the Batteries business. This was partially offset by a decrease in the earnings of the Beauty Brands in 2016 (see Notes 4 and 13 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 in 2016 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 in 2016. Core EPS in fiscal year 2016 represents diluted net earnings per share from continuing operations excluding 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 and foreign exchange impacts, partially offset by gross margin expansion. 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 in fiscal 2016, our financial results only include The Procter & Gamble Company 19 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. 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 consolidated 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 2017 vs. 2016 (1) Volume with Acquisitions & Divestitures Volume Excluding Acquisitions & Divestitures (2)% 2 % 3 % 1 % 2 % 1 % 1 % 3 % 4 % 2 % 2 % 2% Foreign Exchange (2 )% (2 )% (2 )% (2 )% (2 )% (2)% Price Mix Other (2) Net Sales Growth 1 % (1)% — % — % (1)% — % 2 % (2)% 1 % 1 % — % — % 1 % — % — % — % — % 1% — % (3)% 2 % — % (1)% — % Net Sales Change Drivers 2016 vs. 2015 (1) 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 (2) Net Sales Growth 2 % 5 % 2 % — % — % 1% — % (2)% 1 % — % — % — % — % — % — % — % — % —% (9 )% (8 )% (5 )% (7 )% (9 )% (8)% (1) Net sales percentage changes are approximations based on quantitative formulas that are consistently applied. (2) 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 2017 N/A $11,429 Change vs. 2016 (2)% —% Net earnings % of net sales $1,914 16.7% (50) bps (3)% 2016 N/A $11,477 $1,975 17.2% Change vs. 2015 (5)% (9)% (9)% (10) bps Fiscal year 2017 compared with fiscal year 2016 Beauty net sales were unchanged at $11.4 billion in 2017 on a 2% decrease in unit volume. Unfavorable foreign exchange reduced net sales by 2%. Price increases had a 1% positive impact on net sales. Favorable product mix added 2% to net sales, primarily due to growth of the super-premium SK-II brand, which has higher than segment average selling prices. Organic sales increased 3% on organic volume that increased 1%. Global market share of the Beauty segment decreased 0.6 points. Volume decreased low single digits in developed regions. Volume decreased low single digits in developing regions. Excluding minor brand divestitures, organic volume in developing regions increased low single digits. • Volume in Hair Care decreased low single digits due to minor brand divestitures. Organic volume increased low single digits. Developed regions decreased low single 20 The Procter & Gamble Company digits mainly due to competitive activity. Developing regions decreased low single digits due to minor brand divestitures. Organic volume increased low single digits in developing regions behind product innovation and market growth. Global market share of the hair care category decreased more than half a point. 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. • Volume in Skin and Personal Care was unchanged including the impact of minor brand divestitures. Organic volume increased low single digits. Developed market volume decreased low single digits following increased pricing and due to competitive activity. Volume increased low single digits in developing regions behind innovation and market growth. Global market share of the skin and personal care category decreased half a point. Net earnings decreased 3% to $1.9 billion due to a 50 basis point decrease in net earnings margin, behind an increase in SG&A as a percentage of net sales. SG&A as a percentage of net sales increased due to increased overhead spending including investments in sales resources and incremental marketing activity. Gross margin decreased slightly as the benefits from productivity savings and higher pricing were more than offset by higher commodity costs and unfavorable mix impacts (driven by Hair Care from an increase in the proportion of lower margin forms and categories, and unfavorable geographic mix, which more than offset benefit from Skin and Personal Care, driven by the growth of SK-II). Fiscal year 2016 compared with fiscal year 2015 Beauty net sales decreased 9% to $11.5 billion in fiscal 2016 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. Net earnings decreased 9% to $2.0 billion in 2016 primarily due to the reduction in net sales, along with a 10 basis-point decrease in net earnings margin. Net earnings margin decreased due to an increase in SG&A as a percentage of net sales, largely offset by gross margin expansion. Gross margin GROOMING ($ millions) Volume Net sales 2017 N/A $6,642 $1,537 Net earnings % of net sales 23.1% Change vs. 2016 2% (3)% (1)% 2016 N/A $6,815 $1,548 Change vs. 2015 (2)% (8)% (13)% 40 bps 22.7% (130) bps Fiscal year 2017 compared with fiscal year 2016 Grooming net sales decreased 3% to $6.6 billion in 2017 on a 2% increase in unit volume. Unfavorable foreign exchange reduced net sales by 2%. Unfavorable mix reduced net sales by 2% driven by disproportionate growth in emerging markets, where average selling prices are lower than in developed regions, in part due to a higher relative proportion of disposable razors in those markets. Price reductions in the U.S. during the second half of the year taken to address consumer price- competitiveness drove a 1% reduction in net sales. Organic sales were unchanged on organic volume that increased 3%. Global market share of the Grooming segment decreased 0.7 points. Volume increased low single digits in developed and developing regions. • Shave Care volume increased low single digits. Shave Care volume decreased low single digits in developed regions due to competitive activity and increased low single digits in developing regions behind product innovation. Global market share of the shave care category decreased half a point. • Volume in Appliances increased double digits. Volume increased double digits in developed regions and increased low single digits in developing regions due to product innovation. Global market share of the appliances category increased nearly half a point. Net earnings decreased 1% to $1.5 billion due to the reduction in net sales, partially offset by an increase in net earnings margin. Net earnings margin increased 40 basis points due to a decrease in SG&A as a percent of net sales and improved gross margin. SG&A as a percent of net sales decreased due to a gain on the sale of real estate, partially offset by increased overhead spending. Gross margin increased as the benefits of productivity efforts were only partially offset by unfavorable foreign exchange impacts, reduced pricing and negative mix driven by growth in emerging markets, where average selling prices are lower than in developed regions, in part due to a higher relative proportion of disposable razors in those markets. The Procter & Gamble Company 21 increased mid-single digits in developing regions driven by market growth and product innovation. Global market share of the oral care category decreased slightly. • Volume in Personal Health Care increased low single digits. Volume increased low single digits in both developed and developing regions behind a stronger cough/cold season relative to prior year, product innovation and expanded distribution. Global market share of the personal health care category was unchanged. Net earnings increased 2% to $1.3 billion due to the increase in net sales. Operating margin was unchanged as a higher gross margin was offset by increased SG&A as a percentage of net sales. Gross margin increased due to productivity cost savings, partially offset by unfavorable geographic mix driven by the disproportionate growth of developing regions, which have lower than segment-average margins. SG&A increased as a percentage of net sales due to increased overhead spending, partially offset by reduced marketing spending. Fiscal year 2016 compared with fiscal year 2015 Health Care net sales were down 5% to $7.4 billion in 2016 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 in 2016 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 2016 compared with fiscal year 2015 Grooming net sales decreased 8% to $6.8 billion in 2016 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. • 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 $1.5 billion in 2016 due to the reduction in net sales and a 130 basis-point decrease in net earnings margin. Net earnings margin decreased due to increased SG&A as a percentage of net sales partially offset by a lower tax rate. Gross margin was unchanged as the benefits of increased pricing and productivity efforts were largely offset by unfavorable foreign exchange impacts and negative product mix caused by an increase in the proportion of disposable razor sales compared to system razor cartridges. SG&A as a percentage of net sales increased due to increased marketing spending and the negative scale impact of lower net sales. The tax rate declined due to the geographic mix of earnings. HEALTH CARE ($ millions) Volume 2017 N/A Change vs. 2016 3% Net sales Net earnings % of net sales $7,513 $1,280 17.0% — bps 2% 2% 2016 N/A $7,350 $1,250 17.0% Change vs. 2015 (2)% (5)% 7% 190 bps Fiscal year 2017 compared with fiscal year 2016 Health Care net sales increased 2% to $7.5 billion in 2017 on a 3% increase in unit volume. Unfavorable foreign exchange reduced net sales by 2%. Favorable product mix contributed 1% to net sales due primarily to an increase in power toothbrushes in Oral Care, which have higher than segment- average selling prices. Organic sales increased 5% on organic volume that increased 4%. Global market share of the Health Care segment decreased 0.2 points. Volume increased low single digits in developed regions and increased mid-single digits in developing regions. • Oral Care volume increased mid-single digits. Volume increased low single digits in developed regions and 22 The Procter & Gamble Company FABRIC & HOME CARE ($ millions) Volume Net sales 2017 N/A $20,717 Change vs. 2016 1% —% Net earnings % of net sales $2,713 13.1% (30) bps (2)% 2016 N/A $20,730 $2,778 13.4% Change vs. 2015 (1)% (7)% 5% 160 bps Fiscal year 2017 compared with fiscal year 2016 Fabric & Home Care net sales were unchanged in 2017 at $20.7 billion on a 1% increase in unit volume. Unfavorable foreign exchange reduced net sales by 2%. Favorable geographic mix increased net sales 1%, primarily driven by increased volume in developed regions, which have higher than segment-average selling prices. Organic sales increased 3% on organic volume that increased 2%. Global market share of the Fabric & Home Care segment decreased 0.1 points. Volume increased low single digits in developed regions and decreased low single digits in developing regions. Excluding minor brand divestitures, organic volume increased mid-single digits in developed regions and decreased low single digits in developing regions. • Fabric Care volume increased low single digits as a mid- single digit volume increase in developed regions, due primarily to product innovation, was partially offset by a low single-digit decrease in developing regions, driven by competitive activity and reduced distribution of less profitable brands. Global market share of the fabric care category was unchanged. • Home Care volume increased low single digits driven by a low single-digit increase in both developed and developing regions due to market growth and product innovation. Global market share of the home care category was unchanged. Net earnings decreased 2% to $2.7 billion due to a 30 basis- point decrease in net earnings margin. Net earnings margin decreased due to an increase in the effective tax rate driven by the geographic mix of earnings. Gross margin expanded slightly, driven by manufacturing cost savings, partially offset by unfavorable foreign exchange impacts and increased commodity costs. SG&A as a percentage of net sales increased slightly due to increased overhead spending. Fiscal year 2016 compared with fiscal year 2015 Fabric & Home Care net sales in 2016 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 low single digits. increased 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 $2.8 billion in 2016 behind a 160 basis-point increase in net earnings margin, which more than offset the reduction in net sales. Net earnings margin increased due to gross margin expansion, partially offset by increased SG&A as a percentage of net sales. Increased gross margin was driven by manufacturing cost savings and lower commodity costs. SG&A as a percentage of net sales increased due to an increase in marketing spending and the negative scale impacts from the reduction in net sales. BABY, FEMININE & FAMILY CARE ($ millions) Volume Net sales 2017 N/A $18,252 Change vs. 2016 2% (1)% Net earnings % of net sales $2,503 13.7% (60) bps (6)% 2016 N/A $18,505 $2,650 14.3% Change vs. 2015 (3)% (9)% (10)% (20) bps Fiscal year 2017 compared with fiscal year 2016 Baby, Feminine & Family Care net sales decreased 1% to $18.3 billion in 2017 on a 2% increase in unit volume. Unfavorable foreign exchange reduced net sales by 2%. Lower pricing had a negative 1% impact on net sales. Organic sales increased 1% on organic volume that increased 2%. Global market share of the Baby, Feminine & Family Care segment decreased 0.1 points. Volume increased low single digits in developed regions and was unchanged in developing regions. • Volume in Baby Care was unchanged. Volume in developed regions decreased low single digits, primarily due to competitive activity, and volume in developing regions increased low single digits, due to market growth and product innovation. Global market share of the baby care category decreased more than half a point. • Volume in Feminine Care increased low single digits. Volume in developed regions increased low single digits, driven by product innovation, and volume in developing regions decreased low single digits due to competitive activity and reduced exports to our Venezuelan subsidiaries. Global market share of the feminine care category was unchanged. • Volume in Family Care, which is predominantly a North American business, increased mid-single digits driven by product innovation and increased merchandising. In the U.S., all-outlet share of the family care category increased less than a point. Net earnings decreased 6% to $2.5 billion due to the reduction in net sales and a 60 basis point decrease in net earnings margin. Net earnings margin decreased as increased SG&A as a percent of net sales was only partially offset by an increase in gross margin. SG&A as a percentage of net sales increased due to increased marketing and overhead spending. Gross margin increased driven by manufacturing cost savings partially offset by unfavorable foreign exchange impacts, lower pricing and unfavorable product mix across business units due to increased net sales in product forms and larger package sizes with lower than segment-average margins. Fiscal year 2016 compared with fiscal year 2015 Baby, Feminine & Family Care net sales decreased 9% to $18.5 billion in 2016 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 $2.7 billion in 2016 primarily due to the reduction in net sales. Net earnings margin decreased 20 basis points as higher gross margin was more than offset by an increase in SG&A as a percentage of net sales and a higher tax rate. Gross margin increased driven by manufacturing cost savings and lower commodity costs, partially offset by negative product mix. SG&A as a percentage of net sales increased due to the negative scale impact from the reduction in net sales. The higher tax rate versus the prior year was due to the geographic mix of earnings. The Procter & Gamble Company 23 CORPORATE ($ millions) Net sales Net earnings/ (loss) 2017 $505 $247 Change vs. 2016 20% N/A 2016 $422 Change vs. 2015 (9)% $(174) 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; certain employee benefit costs; other general corporate items; gains and losses related to certain divested brands and categories; and certain restructuring-type activities to maintain a competitive cost structure, and workforce optimization. Corporate also includes reconciling items to adjust the accounting policies used in the segments to U.S. GAAP. The most significant reconciling item is income taxes to adjust from blended statutory rates that are reflected in the segments to the overall Company effective tax rate. including manufacturing Fiscal year 2017 compared with fiscal year 2016 Corporate net sales increased 20%, or $83 million, to $505 million in 2017 primarily due to an increase in the incidental businesses managed at the corporate level. Corporate net earnings improved by continuing operations approximately $421 million in 2017, primarily due to: from • • • • • lower restructuring charges in 2017 compared to the prior year, a gain on the sale of real estate in the current fiscal year, lower foreign exchange transactional charges, a reduction in the proportion of corporate overhead spending not allocated to the segments, consisting in part of reduced stranded overheads following divestitures, and current year tax benefits resulting from the adoption of a new accounting standard on the tax impacts of share-based payments to employees (see Note 1 to the Consolidated Financial Statements). These benefits were partially offset by a $345 million after-tax charge on the early extinguishment of long-term debt in fiscal 2017 and lower gains from minor brand divestitures compared to 2016. Fiscal year 2016 compared with fiscal year 2015 Corporate net sales decreased $44 million in 2016 to $422 million. Corporate net earnings from continuing operations improved by approximately $2.2 billion in 2016, 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. 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 24 The Procter & Gamble Company and other work processes to fund the Company's growth strategy. In 2016 the Company communicated additional multi-year productivity and cost savings targets. In 2017, the Company communicated specific elements of the productivity and cost savings targets. As part of the original plan, the Company incurred approximately $5.6 billion in before-tax restructuring costs over a six-year period (from fiscal 2012 through fiscal 2017). 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. Through 2017, these costs and other non-manufacturing enrollment reductions delivered approximately $2.9 billion in annual before-tax gross savings. The additional productivity and cost savings plan will further reduce costs in the areas of supply chain, certain marketing activities and overhead expenses. As part of this plan, the Company expects to incur approximately $1.2 billion in total before-tax restructuring costs in fiscal 2018 and 2019. This in meaningful non- program manufacturing enrollment reductions, along with further optimization of the supply chain and other manufacturing processes. is expected result to Restructuring accruals of $277 million as of June 30, 2017 are classified as current liabilities. During fiscal 2017, 48% 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 the 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 fund operating needs and capital expenditures. Excess 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 2017 compared with fiscal year 2016 Operating cash flow was $12.8 billion in 2017, a 17% decrease 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 assets and impairment charges) and the loss on early extinguishment of debt generated $13.0 billion of operating cash flow. Working capital and other impacts used $281 million of operating cash flow. • An increase in accounts receivable used $322 million of cash due to higher relative sales late in the period as compared to the prior period, partially offset by collection of approximately $150 million of retained receivables from the Beauty Brands business. In addition, the number of days sales outstanding increased 1 day due in part to foreign exchange impacts. • Lower inventory generated $71 million of cash mainly due to supply chain optimizations, partially offset by increases to support business growth and increased commodity costs. Inventory days on hand decreased approximately 1 day primarily due to supply chain optimizations. • Accounts payable, accrued and other liabilities decreased, using $149 million in operating cash flow. This was caused by reduced accruals from lower fourth quarter marketing and overhead activities as compared to the base period, as well as the payment of approximately $595 million of accounts payable and accrued liabilities related to the divestiture of the Beauty Brands business, including liabilities retained by the Company pursuant to the terms of the agreement. These impacts were partially offset by approximately $700 million related to extended payment terms with our suppliers. These factors, along with the impact of foreign exchange, drove a 4 day increase in days payable outstanding. Although difficult to project due to market and other dynamics, we anticipate incremental cash flow benefits from the extended payment terms with suppliers could decline slightly over the next fiscal year. • Other operating assets and liabilities used $43 million of cash. 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 assets and impairment charges) generated $13.6 billion of operating cash 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. • Other operating assets and liabilities generated $204 million of cash. 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 tax payments related to certain divestitures and is one of the measures used to evaluate senior management and determine their at-risk compensation. Fiscal year 2017 compared with fiscal year 2016 Adjusted free cash flow was $9.8 billion in 2017, a decrease of 19% versus the prior year. The decrease was primarily driven by the decrease in operating cash flows. Adjusted free cash flow productivity, defined as the ratio of adjusted free cash flow to net earnings, excluding the loss on debt extinguishment and impacts of the sale of the Beauty Brands, was 94% in 2017. 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. Investing Cash Flow Fiscal year 2017 compared with fiscal year 2016 Net investing activities consumed $5.7 billion in cash in 2017 mainly due to capital spending and purchases of short-term investments, partially offset by proceeds from asset sales, transactions related to the close of the Beauty Brands divestiture and sales and maturities of short-term investments. 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 purchases of short-term investments, partially offset by sales and maturities of short-term investments. Capital Spending. Capital expenditures, primarily to support capacity expansion, innovation and cost efficiencies, were $3.4 billion in 2017 and $3.3 billion in 2016. Capital spending as a percentage of net sales increased 10 basis points to 5.2% in 2017. Capital spending as a percentage of net sales was 5.1% in 2016. Acquisitions. Acquisition activity was not material in 2017 or 2016. The Procter & Gamble Company 25 Proceeds from Divestitures and Other Asset Sales. Proceeds from asset sales in 2017 contributed $571 million in cash, primarily from real estate sales and other minor brand divestitures. Proceeds from asset sales contributed $432 million in cash in 2016 primarily from plant asset sales and other minor brand divestitures. In fiscal 2016, the Company invested $1.0 billion of cash, received from the pre-Beauty Brands divestiture issuance of transaction-related debt, in restricted cash. In fiscal 2017, the Company invested an additional $874 million of cash, received from the issuance of debt, in restricted cash. At the closing of the Beauty Brands transaction, $1.9 billion of restricted cash was released and returned to cash and cash equivalents and $475 million of cash was transferred to the discontinued Beauty Brands business. Financing Cash Flow Dividend Payments. Our first discretionary use of cash is dividend payments. Dividends per common share increased 1.5% to $2.70 per share in 2017. Total dividend payments to common and preferred shareholders were $7.2 billion in 2017 and $7.4 billion in 2016. In April 2017, the Board of Directors declared an increase in our quarterly dividend from $0.6695 to $0.6896 per share on Common Stock and Series A and B ESOP Convertible Class A Preferred Stock. This represents a 3% increase compared to the prior quarterly dividend and is the 61st consecutive year that our dividend has increased. We have paid a dividend for 127 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 $31.6 billion as of June 30, 2017 and $30.6 billion as of June 30, 2016. Treasury Purchases. Total share repurchases were $5.2 billion in 2017 and $4.0 billion in 2016. In addition, the cash infusion of $1.7 billion in the Batteries divestiture was reflected as a purchase of treasury stock in 2016. Liquidity At June 30, 2017, our current liabilities exceeded current assets by $3.7 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, 2017, $15.0 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 upon repatriation to the U.S. Under current law, 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, 2017 balance of off-shore cash, cash equivalents and marketable securities, the majority relates to various Western European countries. As of June 30, 2017, we did not have material cash, cash equivalents and 26 The Procter & Gamble Company marketable securities balances in any country subject to exchange controls that significantly restrict our ability to access or repatriate the funds. 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 of financial institutions that, if needed, should provide sufficient credit funding to meet short-term financing requirements. On June 30, 2017, 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 2021 and November 2017, respectively. Both facilities 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 our financial condition or liquidity. Contractual Commitments The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2017. 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 $ $ 31,455 51 18 5,220 1,493 378 1,607 40,222 $ $ 13,543 13 18 594 261 123 843 15,395 $ $ 3,101 20 — 1,014 510 255 393 5,293 $ $ 4,236 10 — 887 354 — 169 5,656 $ $ 10,575 8 — 2,725 368 — 202 13,878 (1) As of June 30, 2017, the Company's Consolidated Balance Sheet reflects a liability for uncertain tax positions of $585 million, including $120 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, 2017, cannot be made. (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 2020 are not currently determinable. (4) 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 represents minimum commitments under take-or-pay agreements with suppliers and are in line with expected usage. This includes service contracts for information technology, human resources management and facilities management activities that have been outsourced. Such amounts also include arrangements with suppliers that qualify as embedded operating leases. 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 ESTIMATES POLICIES AND 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 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 to the expiration of 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. A core operating principle is 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, because of the complexity of transfer pricing concepts, we may have income tax uncertainty related to the determination of intercompany transfer prices for our various cross-border transactions. We have obtained and continue to prioritize the strategy of seeking advance rulings with tax authorities to reduce this uncertainty. We estimate that our current portfolio of advance rulings reduces this uncertainty with respect to over 70% of our global earnings. 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 The Procter & Gamble Company 27 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 2017, the average return on assets assumptions for pension plan assets and OPEB assets was 6.9% 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. 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 of 2.4% represents a weighted average of local rates in countries where such plans exist. A 1.0% change in the discount rate would impact annual after-tax benefit expense by approximately $200 million. The average discount rate on the OPEB plan of 3.9% reflects the higher interest rates generally applicable in the U.S., which is where a majority of the plan participants receive benefits. A 1.0% change in the discount rate would impact annual after-tax OPEB expense by approximately $70 million. For additional details on our defined benefit pension and OPEB plans, see Note 8 to the Consolidated Financial Statements. is based on a number of factors including competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment of the countries in which the brands are sold. Determinable-lived intangible assets are amortized to expense over their estimated lives. Impairment assessment for determinable-lived intangibles is only required when an event or change in circumstances indicates that the carrying amount of the asset may not be recoverable. Indefinite-lived intangible assets and goodwill are not amortized, but are tested separately at least annually for impairment. 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 goodwill reporting units, 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. Both of these wholly- acquired reporting units have fair value cushions that currently exceed the underlying carrying values. However, the Shave Care cushion, as well as the related Gillette indefinite-lived intangible asset cushion, have been reduced to below 10% due in large part to an increased competitive market environment in the U.S., a deceleration of category growth caused by changing grooming habits and significant currency devaluations in a number of countries relative to the U.S. dollar that have occurred in recent years and resulted in reduced cash flow projections. As a result, this unit is more susceptible to impairment risk from adverse changes in business operating plans, and macroeconomic environment conditions, including any further significant devaluation of major currencies relative to the U.S. dollar. While management has implemented strategies to address these events, 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 (carrying values of Shave Care goodwill and the Gillette indefinite-lived intangible asset as of June 30, 2017 are $19 billion and $16 billion, respectively). development category 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, 2017. 28 The Procter & Gamble Company Goodwill and Intangible Assets reporting units and Significant judgment is required to estimate the fair value of our goodwill intangible assets. Accordingly, we typically obtain the assistance of third-party valuation specialists for significant goodwill reporting units and intangible assets. The fair value estimates are based on available historical information and on future expectations. We typically estimate the fair value of these assets using the income method, which is based on the present value of estimated future cash flows attributable to the respective assets. The valuations used to test goodwill and intangible assets for impairment are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, overall category growth rates, competitive activities, cost containment and margin expansion, Company business plans and the discount rate applied to cash flows. 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 these estimates and assumptions are reasonable and comparable to those that would be used by other marketplace participants. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. For example, future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite lived intangible assets, including discount and tax rates or future cash flow projections, could result in significantly different estimates of the fair values. In addition, changes to, or a failure to, achieve business plans or deterioration of macroeconomic conditions could result in reduced cash flows or higher discount rates, leading to a lower valuation that would trigger an impairment of the goodwill and intangible assets of these businesses. We test individual indefinite lived intangible assets by comparing the book value of each asset to the estimated fair value. Our impairment testing for goodwill is performed separately from our impairment testing of indefinite lived intangible assets. The test to evaluate goodwill for impairment is a two step process. In the first step, we compare the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit is less than its carrying value, we perform a second step to determine the implied fair value of the reporting unit's goodwill. The second step of the impairment analysis requires a valuation of a reporting unit's tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the resulting implied fair value of the reporting unit's goodwill is less than its carrying value, that difference represents an impairment. 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 brands, all 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 The Procter & Gamble Company 29 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 have entered 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, 2017, 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, 2017 and June 30, 2016, 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: Organic Sales Growth. Organic sales growth is a non-GAAP measure of sales growth excluding the impacts of the Venezuela deconsolidation, acquisitions, divestitures and foreign exchange from year-over-year comparisons. We believe this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis, and this measure is used in assessing achievement of management goals for at-risk compensation. 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 hedging activities over 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. Derivative positions are monitored using techniques including market valuation, sensitivity analysis and value-at-risk 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 financial returns are normally distributed. Estimates of volatility and correlations of market factors are drawn from the RiskMetrics™ dataset as of June 30, 2017. In cases where data is unavailable in RiskMetrics™, a reasonable proxy is included. 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. Based on our interest rate exposure as of and during the year including derivative and other ended June 30, 2017, 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. 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 30 The Procter & Gamble Company The following tables provide a numerical reconciliation of organic sales growth to reported net sales growth: The following table provides a numerical reconciliation of adjusted free cash flow ($ millions): Year ended June 30, 2017 Beauty Grooming Health Care Fabric & Home Care Baby, Feminine & Family Care TOTAL COMPANY Year ended June 30, 2016 Beauty Grooming Health Care Fabric & Home Care Baby, Feminine & Family Care TOTAL COMPANY Net Sales Growth Foreign Exchange Impact Acquisition/ Divestiture Impact (1) Organic Sales Growth — % (3 )% 2 % — % (1 )% — % 2 % 2 % 2 % 2 % 2 % 2% 1 % 3 % 1 % — % 1 % 1 % 5 % 3 % — % 1 % —% 2 % Net Sales Growth Foreign Exchange Impact Acquisition/ Divestiture Impact (1) Organic Sales Growth (9 )% (8 )% (5 )% (7 )% (9 )% (8)% 6 % 9 % 6 % 6 % 6 % 6% 3 % — % 1 % 1 % 2 % 2 % 2 % 1 % 2 % (1)% 3% 1 % (1) Acquisition/Divestiture Impact also includes the impact of the Venezuela deconsolidation and the rounding impacts necessary to reconcile net sales to organic sales. Adjusted Free Cash Flow. Adjusted free cash flow is defined as operating cash flow less capital spending and excluding certain divestiture impacts (tax payments related to certain divestitures). 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. Operating Cash Flow Capital Spending Divestiture impacts (1) Adjusted Free Cash Flow 2017 $ 12,753 $ (3,384) $ 418 $ 2016 2015 15,435 14,608 (3,314) (3,736) — 729 9,787 12,121 11,601 (1) Divestiture impacts relate to tax payments for the Beauty Brands divestiture in fiscal 2017 and 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 and Beauty Brands businesses, the loss on early debt extinguishment and the Venezuela deconsolidation 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. This measure is used in assessing the achievement of management goals for at-risk compensation. 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): Net Earnings Adjustments to Net Earnings (1) Net Earnings Excluding Adjustments Adjusted Free Cash Flow 2017 $15,411 $ 2016 2015 10,604 7,144 (4,990) $ (72) 4,187 10,421 $ 9,787 12,121 10,532 11,601 11,331 Adjusted Free Cash Flow Productivity 94% 115 % 102 % (1) Adjustments to Net Earnings relate to the loss on early debt extinguishment and gain on the sale of the Beauty Brands business in fiscal 2017, the gain on the sale of the Batteries business and the Batteries impairment in fiscal 2016, and the Batteries impairment and Venezuela deconsolidation charges in fiscal 2015. 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 diluted net earnings per share to Core EPS, including the following reconciling items: • Incremental restructuring: The Company has had and continues to have an ongoing level of restructuring activities. Such activities have resulted in ongoing annual restructuring related charges of approximately $250 - $500 million before tax. Beginning in 2012 Procter & Gamble began a $10 billion strategic productivity and cost savings initiative that includes incremental restructuring activities. In 2017, the company announced elements of an additional multi- year productivity and cost savings plan. These plans result in incremental restructuring charges to accelerate productivity efforts and cost savings. The adjustment to Core earnings includes only the restructuring costs above what we believe are the normal recurring level of restructuring costs. • Early debt extinguishment charges: During fiscal 2017, the Company recorded a charge of $345 million after tax due to the early extinguishment of certain long-term debt. This charge represents the difference between the reacquisition price and the par value of the debt extinguished. The Procter & Gamble Company 31 • 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. • Venezuela deconsolidation charge: For accounting purposes, evolving conditions resulted in a lack of control over our Venezuelan subsidiaries. Therefore, in accordance with the applicable accounting standards for 2015, we consolidation, 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. effective June 30, • Venezuela balance sheet remeasurement & devaluation impacts: Venezuela is a highly inflationary economy under U.S. GAAP. Prior to deconsolidation, the government enacted episodic changes to currency exchange mechanisms and rates, which resulted in currency for non-dollar denominated monetary assets and liabilities held by our Venezuelan subsidiaries. remeasurement charges We do not view the above items to be indicative of underlying business results and their exclusion from Core earnings measures provides a more comparable measure of year-on- year results. These items are also excluded when evaluating senior management at-risk compensation. determining their in THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES (Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures Twelve Months Ended June 30, 2017 AS REPORTED (GAAP) DISCONTINUED OPERATIONS INCREMENTAL RESTRUCTURING EARLY DEBT EXTINGUISHMENT ROUNDING NON-GAAP (CORE) COST OF PRODUCTS SOLD $ 32,535 $ — $ (498) $ — $ — $ 32,037 SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE OPERATING INCOME INCOME TAX ON CONTINUING OPERATIONS NET EARNINGS ATTRIBUTABLE TO P&G DILUTED NET EARNINGS PER COMMON SHARE* 18,568 13,955 3,063 15,326 — — — (5,217) — 99 399 120 279 — — — 198 345 — — — — 18,667 14,354 3,381 10,732 (1) — Core EPS $ 5.59 $ (1.90) $ 0.10 $ 0.13 $ — $ 3.92 * Diluted net earnings per share are calculated on Net earnings attributable to Procter & Gamble. CHANGE VERSUS YEAR AGO CORE EPS 7% 32 The Procter & Gamble Company THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES (Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures Twelve Months Ended June 30, 2016 COST OF PRODUCTS SOLD $ 32,909 $ — $ (624) $ — $ — $ 32,285 AS REPORTED (GAAP) DISCONTINUED OPERATIONS INCREMENTAL RESTRUCTURING CHARGES FOR EUROPEAN LEGAL MATTERS ROUNDING NON-GAAP (CORE) SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE OPERATING INCOME INCOME TAX ON CONTINUING OPERATIONS NET EARNINGS ATTRIBUTABLE TO P&G DILUTED NET EARNINGS PER COMMON SHARE* 18,949 13,441 3,342 10,508 — — — (577) 31 593 94 499 (13) 13 2 11 — — (1) — 18,967 14,047 3,437 10,441 Core EPS $ 3.69 $ (0.20) $ 0.18 $ — $ — $ 3.67 * Diluted net earnings per share are calculated on Net earnings attributable to Procter & Gamble. CHANGE VERSUS YEAR AGO CORE EPS (2)% THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES (Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures Twelve Months Ended June 30, 2015 AS REPORTED (GAAP) DISCON- TINUED OPERATIONS INCRE- MENTAL RESTRUC- TURING VENEZUELA BALANCE SHEET DEVALUA- TION VENEZUELA DECONSOL- IDATION CHARGES FOR EUROPEAN LEGAL MATTERS ROUND- ING NON- GAAP (CORE) COST OF PRODUCTS SOLD $ 37,056 $ — $ (518) $ — $ — $ — $ (1) $ 36,537 SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE OPERATING INCOME INCOME TAX ON CONTINUING OPERATIONS NET EARNINGS ATTRIBUTABLE TO P&G 20,616 11,049 2,725 7,036 — — — 1,153 (103) 621 145 476 (138) 138 34 104 — 2,028 (24) 2,052 (28) 1 20,348 28 — 28 — 13,864 (1) 2,879 1 10,850 Core EPS DILUTED NET EARNINGS PER COMMON SHARE* $ 2.44 $ 0.40 $ 0.17 $ 0.04 $ 0.71 $ 0.01 $ (0.01) $ 3.76 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 33 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, 2017, 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, 2017, 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, 2017, 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 Vice Chairman and Chief Financial Officer August 7, 2017 34 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, 2017 and 2016, 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, 2017. 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, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2017, in conformity with accounting principles generally accepted in the United States of America. 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, 2017, 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 7, 2017 expressed an unqualified opinion on the Company's internal control over financial reporting. /s/ Deloitte & Touche LLP Cincinnati, Ohio August 7, 2017 The Procter & Gamble Company 35 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, 2017, 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, 2017, 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, 2017 of the Company and our report dated August 7, 2017 expressed an unqualified opinion on those financial statements. /s/ Deloitte & Touche LLP Cincinnati, Ohio August 7, 2017 36 The Procter & Gamble Company Consolidated Statements of Earnings Amounts in millions except per share amounts; Years ended June 30 NET SALES 2017 $ 65,058 2016 2015 $ 65,299 $ 70,749 Cost of products sold Selling, general and administrative expense Venezuela deconsolidation charge OPERATING INCOME Interest expense Interest income Other non-operating income/(expense), 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 32,535 18,568 — 32,909 18,949 — 13,955 13,441 465 171 (404) 13,257 3,063 10,194 5,217 15,411 579 182 325 13,369 3,342 10,027 577 10,604 Less: Net earnings attributable to noncontrolling interests NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE 85 $ 15,326 96 $ 10,508 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 $ $ $ $ $ 3.79 2.01 5.80 3.69 1.90 5.59 2.70 $ $ $ $ $ 3.59 0.21 3.80 3.49 0.20 3.69 2.66 37,056 20,616 2,028 11,049 626 149 440 11,012 2,725 8,287 (1,143) 7,144 108 7,036 2.92 (0.42) 2.50 2.84 (0.40) 2.44 2.59 $ $ $ $ $ $ (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 Financial statement translation Unrealized gains/(losses) on hedges (net of $(186), $5 and $739 tax, respectively) Unrealized gains/(losses) on investment securities (net of $(6), $7 and $0 tax, respectively) Unrealized gains/(losses) on defined benefit retirement plans (net of $551, $(621) and $328 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 The Procter & Gamble Company 37 2017 15,411 $ 2016 2015 $ 10,604 $ 7,144 239 (306) (59) 1,401 1,275 16,686 85 (1,679) 1 (7,220) 1,234 28 24 (1,477) (3,127) 7,477 96 844 (5,118) 2,026 108 $ 16,601 $ 7,381 $ 1,918 See accompanying Notes to Consolidated Financial Statements. 38 The Procter & Gamble Company Consolidated Balance Sheets Amounts in millions; As of 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 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 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: 2017 - 4,009.2, 2016 - 4,009.2 ) Additional paid-in capital Reserve for ESOP debt retirement Accumulated other comprehensive income/(loss) Treasury stock, at cost (shares held: 2017 -1,455.9, 2016 - 1,341.2) Retained earnings Noncontrolling interest TOTAL SHAREHOLDERS' EQUITY 2017 2016 $ 5,569 $ 9,568 4,594 1,308 529 2,787 4,624 — 2,139 — 26,494 19,893 44,699 24,187 5,133 7,102 6,246 4,373 1,188 563 2,965 4,716 1,507 2,653 7,185 33,782 19,385 44,350 24,527 5,092 $ 120,406 $ 127,136 $ 9,632 $ 7,024 — 13,554 30,210 18,038 8,126 8,254 64,628 1,006 — 4,009 63,641 (1,249) (14,632) (93,715) 96,124 594 55,778 9,325 7,449 2,343 11,653 30,770 18,945 9,113 10,325 69,153 1,038 — 4,009 63,714 (1,290) (15,907) (82,176) 87,953 642 57,983 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 120,406 $ 127,136 See accompanying Notes to Consolidated Financial Statements. The Procter & Gamble Company 39 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 Share- holders' Equity 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 Net earnings Other comprehensive loss Dividends to shareholders: Common Preferred, net of tax benefits Treasury purchases (2) Employee plan issuances Preferred stock conversions ESOP debt impacts Noncontrolling interest, net (164,866) 45,848 4,241 (77) 4 (32) 15,326 85 15,411 1,275 (6,989) (247) (14,625) 3,058 28 41 81 1,275 (6,989) (247) (14,625) 2,981 — 122 (133) (133) BALANCE JUNE 30, 2017 2,553,297 $4,009 $1,006 $63,641 ($1,249) ($14,632) ($93,715) $96,124 $594 $55,778 (1) (2) Includes $4,213 of treasury shares acquired in the divestiture of the Batteries business (see Note 13). Includes $9,421 of treasury shares received as part of the share exchange in the Beauty Brands transaction (see Note 13). See accompanying Notes to Consolidated Financial Statements. 40 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 Loss on early extinguishment of debt Share-based compensation expense Deferred income taxes Gain on sale of assets 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 and maturities of short-term investments Pre-divestiture addition of restricted cash related to the Beauty Brands divestiture Cash transferred at closing related to the Beauty Brands divestiture Release of restricted cash upon closing of the Beauty Brands divestiture Cash transferred in Batteries 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 Cash payment for income taxes Divestiture of Batteries business in exchange for shares of P&G stock (2) Divestiture of Beauty business in exchange for shares of P&G stock and assumption of debt Assets acquired through non-cash capital leases are immaterial for all periods. 2017 2016 2015 $ 7,102 $ 6,836 $ 8,548 15,411 2,820 543 351 (601) (5,490) — — (322) 71 (149) (43) 162 12,753 (3,384) 571 — (16) (4,843) 1,488 (874) (475) 1,870 — (26) (5,689) (7,236) 2,727 3,603 (4,931) (1) (5,204) — 2,473 (8,568) $ $ (29) (1,533) 5,569 518 3,714 — 11,360 $ $ 10,604 3,078 — 335 (815) (41) — 450 35 116 1,285 204 184 15,435 (3,314) 432 — (186) (2,815) 1,354 (996) — — (143) 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 — — $ $ (1) (2) Includes $543 of costs related to early extinguishment of debt. 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. 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. 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 of America (U.S. GAAP) requires management to make 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, future cash flows associated with impairment testing for goodwill, indefinite-lived intangible assets and other long- lived assets, deferred tax assets and liabilities, uncertain income tax positions and contingencies. Actual results may The Procter & Gamble Company 41 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, inbound freight costs, internal 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 2017, $1.9 billion in 2016 and $2.0 billion in 2015 (reported in Net earnings from continuing operations). Advertising costs, charged to expense as incurred, include worldwide television, print, radio, internet and in-store advertising expenses and were $7.1 billion in 2017, $7.2 billion in 2016 and $7.2 billion in 2015 (reported in Net earnings from continuing operations). Non-advertising related components of the Company's total Amounts in millions of dollars except per share amounts or as otherwise specified. 42 The Procter & Gamble Company marketing spending reported in SG&A include costs associated with consumer promotions, product sampling and sales aids. Other Non-Operating Income/(Expense), Net and cost method investments are included as Other noncurrent assets in the Consolidated Balance Sheets. Inventory Valuation Other non-operating income/(expense), net, primarily includes net acquisition and divestiture gains, investment income and other non-operating items. 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. See Note 13 for significant cash flow items related to discontinued operations. 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 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 Amounts in millions of dollars except per share amounts or as otherwise specified. 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, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the 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 cycles, operating plans 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 intangible assets with contractual terms are generally 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. 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 plan to adopt the standard on July 1, 2018. While we are currently assessing the impact of the new standard, our revenue is primarily generated from the sale of finished product to customers. Those sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks and rewards transfer. The timing of revenue recognition is not impacted by the new standard. The provisions of the new standard may impact the classification of certain payments to customers, moving an immaterial amount of such payments from expense to a deduction from net sales. The impact would reduce net sales by less than 1%. We are still assessing the impact on financial disclosures related to the new standard. We do not expect this new guidance to have any other material impacts on our Consolidated Financial Statements. In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes." This guidance simplifies the presentation of deferred taxes on the balance sheet by requiring that all deferred tax assets and liabilities be classified as non-current. The new standard is effective for us beginning July 1, 2017, with early adoption permitted. We elected to early adopt the new guidance on a prospective basis in the first quarter of fiscal year 2017. The impact was not significant. 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 plan to adopt the standard on July 1, 2019. We are currently assessing the impact that the new standard will have on our Consolidated Financial Statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities. For additional details on 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," which changes the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits (which represent the excess of actual tax benefits received at vest or settlement over the benefits recognized at issuance of share-based payments) and tax deficiencies (which represent the amount by which actual tax benefits received at vest or settlement is lower than The Procter & Gamble Company 43 the benefits recognized at issuance of share-based payments) to be recorded in the income statement when the awards vest or are settled. The amended guidance also requires excess tax benefits to be classified as an operating activity in the statement of cash flows, rather than a financing activity. The standard further provides an accounting policy election to account for forfeitures as they occur rather than utilizing the estimated amount of forfeitures at the time of issuance. The new standard is effective for us beginning July 1, 2017, with early adoption permitted. We elected to early adopt the new guidance on a prospective basis in the first quarter of fiscal year 2017. The primary impact of adoption was the recognition of excess tax benefits in our Income taxes on continuing operations rather than in Additional paid-in capital for fiscal year 2017. As a result, we recognized excess tax benefits of $169 in Income taxes on continuing operations during fiscal year 2017. We also elected to adopt the cash flow presentation of the excess tax benefits prospectively commencing in the first quarter of fiscal 2017. We have elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. The adoption of this amended guidance did not have a material impact on our Consolidated Financial Statements. The standard simplifies In January 2017, the FASB issued ASU 2017-04, “Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the fair value of the specified reporting units in their entirety. This eliminates the second step of the current impairment model that requires companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We will adopt the standard no later than July 1, 2020. The impact of the new standard will be dependent on the specific facts and circumstances of future individual impairments, if any. the FASB issued ASU 2017-07, In March 2017, "Compensation-Retirement Benefits: the Improving Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (Topic 715).” This guidance requires an entity to disaggregate the current service cost component from the other components of net benefit costs in the face of the income statement. It requires the service cost component to be presented with other current compensation costs for the related employees in the operating section of the income statement, with other components of net benefit cost presented outside of income from operations. We will adopt the standard retrospectively no later than July 1, 2018. The adoption of ASU 2017-07 is not expected to have a material impact on our Consolidated Financial Statements. We currently classify all net periodic pension costs within operating costs (as part of Cost of products sold and Selling, general and administrative expense). Had this standard been effective and adopted during fiscal 2017, Cost of products sold Amounts in millions of dollars except per share amounts or as otherwise specified. maintain a competitive cost structure, including manufacturing and workforce optimization, certain significant asset impairment and deconsolidation charges, certain balance sheet impacts from significant foreign exchange devaluations and other general Corporate items. The non-operating elements in Corporate primarily interest expense, certain acquisition and divestiture gains and interest and investing income. include 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. 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 (1) 2016 22% 14% 10% 10% 9% 8% 8% 8% 6% 5% 100% 100% 2017 22% 14% 10% 10% 9% 8% 8% 8% 6% 5% 2015 22% 15% 11% 9% 9% 8% 8% 7% 6% 5% 100% (1) % of sales by business unit excludes sales held in Corporate. The Company had net sales in the U.S. of $27.3 billion, $27.0 billion and $26.8 billion for the years ended June 30, 2017, 2016 and 2015, respectively. Long-lived assets in the U.S. totaled $8.8 billion and $8.5 billion as of June 30, 2017 and 2016, 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 16% of consolidated net sales in 2017, and 15% of consolidated net sales in 2016 and 2015. No other customer represents more than 10% of our consolidated net sales. 44 The Procter & Gamble Company and Selling, general and administrative costs would have increased approximately $104 and $85, respectively, for the year ended June 30, 2017 with a corresponding increase in Other non-operating income/(expense), net. 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 During fiscal 2017, the Company completed the divestiture of four product categories, comprised of 43 of its beauty brands. The transactions included the global salon professional hair care and color, retail hair color, cosmetics and the fragrance businesses, along with select hair styling brands. In fiscal 2016, the Company completed the divestiture of its Batteries business to Berkshire Hathaway. The Company completed the divestiture of its Pet Care business in fiscal year 2015. 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 Oral Care); Personal Health Care (Gastrointestinal, 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 incidental businesses managed at the corporate level. Operating elements also include certain employee benefit costs, the costs of certain restructuring-type activities to Amounts in millions of dollars except per share amounts or as otherwise specified. The Procter & Gamble Company 45 Net Earnings /(Loss) from Continuing Operations 1,914 $ Depreciation and Amortization 220 $ $ Capital Expenditures 599 $ Earnings/(Loss) from Continuing Operations Before Income Taxes $ 2,546 2,636 2,895 1,985 2,009 2,374 1,898 1,812 1,700 4,249 4,249 4,059 3,868 4,042 1,975 2,181 1,537 1,548 1,787 1,280 1,250 1,167 2,713 2,778 2,634 2,503 2,650 Global Segment Results BEAUTY GROOMING HEALTH CARE FABRIC & HOME CARE BABY, FEMININE & FAMILY CARE CORPORATE (1) TOTAL COMPANY 2017 2016 2015 2017 2016 2015 2017 2016 2015 2017 2016 2015 2017 2016 2015 2017 2016 2015 2017 2016 2015 Net Sales $ 11,429 11,477 12,608 6,642 6,815 7,441 7,513 7,350 7,713 20,717 20,730 22,274 18,252 18,505 20,247 505 422 466 $ 65,058 $ 65,299 70,749 Total Assets 4,184 3,888 4,004 22,759 22,819 23,090 5,194 5,139 5,212 6,886 6,919 7,155 9,920 9,863 10,109 71,463 78,508 218 247 433 451 540 209 204 202 513 531 547 874 886 924 571 788 435 411 341 383 372 283 240 218 797 672 986 1,197 1,261 1,337 167 323 412 3,384 3,314 3,736 4,317 (1,289) (1,379) (4,333) 13,257 13,369 11,012 $ 2,938 247 (174) (2,420) 10,194 10,027 8,287 $ 674 2,820 3,078 3,134 79,925 $ 120,406 $ 127,136 129,495 (1) The Corporate reportable segment includes depreciation and amortization, total assets and capital expenditures of the Beauty Brands, Batteries and Pet Care businesses prior to their divestiture. Amounts in millions of dollars except per share amounts or as otherwise specified. 46 The Procter & Gamble Company NOTE 3 SUPPLEMENTAL FINANCIAL INFORMATION The components of property, plant and equipment were as follows: As of June 30 2017 PROPERTY, PLANT AND EQUIPMENT 2016 Buildings Machinery and equipment Land Construction in progress TOTAL PROPERTY, PLANT AND EQUIPMENT Accumulated depreciation PROPERTY, PLANT AND EQUIPMENT, NET $ 6,943 $ 6,885 29,505 29,506 765 2,935 769 2,706 40,148 39,866 (20,255) (20,481) $ 19,893 $ 19,385 Selected components of current and noncurrent liabilities were as follows: As of June 30 ACCRUED AND OTHER LIABILITIES - CURRENT 2017 2016 Marketing and promotion $ 2,792 $ 2,820 Compensation expenses Restructuring reserves Taxes payable Legal and environmental Other TOTAL Pension benefits Other postretirement benefits Uncertain tax positions Other TOTAL 1,344 1,457 277 449 168 1,994 $ 7,024 $ 5,487 1,333 564 870 315 397 158 2,302 7,449 6,761 1,808 952 804 $ $ $ 8,254 $ 10,325 OTHER NONCURRENT LIABILITIES RESTRUCTURING PROGRAM including manufacturing 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. In fiscal 2012, the Company initiated an incremental 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 incurred $5.6 billion in before-tax restructuring costs over a six year period (from fiscal 2012 through fiscal 2017), including costs incurred as part of the incremental restructuring program. The program included a non- Amounts in millions of dollars except per share amounts or as otherwise specified. fiscal 2017, the Company manufacturing overhead enrollment reduction target of approximately 25% - 30% by the end of fiscal year 2017. Through reduced non- manufacturing enrollment by approximately 26%. The reductions were enabled by the elimination of duplicate work, simplification through the use of technology and optimization of various functional and business organizations and the Company's global footprint. In addition, the plan included integration of newly acquired companies and the optimization of the supply chain and other manufacturing processes. additional non-manufacturing In fiscal 2017 the Company announced specific elements of an additional multi-year productivity and cost savings plan to further reduce costs in the areas of supply chain, certain marketing activities and overhead expenses. Over the next two fiscal years (fiscal 2018 and 2019), the Company expects to incur approximately $1.2 billion total before-tax restructuring costs under the plan. This program is expected to result in meaningful enrollment reductions, along with further 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 $754 and $977 for the years ended June 30, 2017 and 2016, respectively. Approximately $137 and $202 of these charges were recorded in SG&A for the years ended June 30, 2017 and 2016, respectively and approximately $593 and $718 of these charges were recorded in Cost of products sold for the years ended June 30, 2017 and 2016, respectively. The remainder of the charges were included in Net earnings from discontinued operations. Of the total costs incurred since the inception of this restructuring program, $2.5 billion were related to separations, $1.8 billion were asset-related and $1.3 billion were related to other restructuring-type costs. The following table presents restructuring activity for the years ended June 30, 2017 and 2016: Amounts in millions RESERVE JUNE 30, 2015 Charges Cash spent Charges against assets RESERVE JUNE 30, 2016 Charges Cash spent (1) Charges against assets RESERVE JUNE 30, 2017 Separations Asset- Related Costs Other Total $ 362 $ — $ 262 432 27 $ 283 389 977 (381) — (238) (619) — (432) — (432) 243 206 (221) — 397 — 72 151 315 754 (174) (395) — (397) — (397) $ 228 $ — $ 49 $ 277 (1) Includes liabilities transferred to Coty related to our Beauty Brands divestiture. The Procter & Gamble Company 47 Separation Costs Other Costs Employee separation charges for the years ended June 30, 2017 and 2016, related to severance packages for approximately 2,120 and 2,770 employees, respectively. For the years ended June 30, 2017 and 2016, these severance packages included approximately 380 and 920 non-manufacturing employees, respectively. The packages were predominantly voluntary and the amounts were calculated based on salary levels and past service periods. Severance costs related to voluntary separations are generally charged to earnings when the employee accepts the offer. Since its inception, the restructuring program has incurred separation charges related to approximately 19,190 employees, of which approximately 9,920 are non-manufacturing overhead personnel. 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 upon disposal, less minor disposal costs. Charges for 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 restructuring-type charges are incurred as a direct result of the restructuring program. Such charges primarily include asset removal and termination of contracts related to supply chain optimization. Consistent with our historical policies for ongoing 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 2017 2016 2015 Beauty Grooming Health Care Fabric & Home Care Baby, Feminine & Family Care Corporate (1) Total Company $ 90 $ 45 15 144 231 229 754 $ $ 72 $ 42 26 250 225 362 63 57 32 197 192 527 977 $ 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. Amounts in millions of dollars except per share amounts or as otherwise specified. 48 The Procter & Gamble Company NOTE 4 GOODWILL AND INTANGIBLE ASSETS The change in the net carrying amount of goodwill by reportable segment was as follows: Balance at June 30, 2015 - Net (1) (2) Acquisitions and divestitures Translation and other Balance at June 30, 2016 - Net (1) Acquisitions and divestitures Translation and other Balance at June 30, 2017 - Net (1) Beauty Grooming 12,704 19,619 (2) (57) 12,645 — 146 — (142) 19,477 — 150 Health Care Fabric & Home Care Baby, Feminine & Family Care Corporate Total Company 5,876 (2) (34) 5,840 (10) 48 1,874 — (18) 1,856 (3) 4 4,549 — (17) 4,532 (24) 38 — — — 44,622 (4) (268) — 44,350 (37) — 386 — $ 12,791 $ 19,627 $ 5,878 $ 1,857 $ 4,546 $ — $ 44,699 (1) Grooming goodwill balance is net of $1.2 billion accumulated impairment losses. (2) The Batteries goodwill at June 30, 2015, net of $2.1 billion accumulated impairment losses, was reported in Current assets held for sale in the Consolidated Balance Sheet. The Batteries business was divested in February 2016. During fiscal 2017, the Company completed the divestiture of four product categories, comprised of 43 of its beauty brands ("Beauty Brands"). The transactions included the global salon professional hair care and color, retail hair color and cosmetics businesses and 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 and 2015 is excluded from the preceding table and is reported as Current assets held for sale in the Consolidated Balance Sheets as of June 30, 2016. In February 2016, the Company completed the divestiture of its Batteries business to Berkshire Hathaway (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). This impairment charge as well as accumulated Batteries impairment charges totaling $2.1 billion through fiscal 2015 were included as part of discontinued operations. The change in goodwill during fiscal 2017 and the remaining change during fiscal 2016 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 Amounts in millions of dollars except per share amounts or as otherwise specified. 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: 2017 2016 As of June 30 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization INTANGIBLE ASSETS WITH DETERMINABLE LIVES Brands $ 3,094 $ (1,898) $ 3,409 $ (2,032) Patents and technology Customer relationships Other TOTAL 2,617 (2,261) 2,624 (2,164) 1,377 239 (564) (132) 1,382 246 (514) (130) $ 7,327 $ (4,855) $ 7,661 $ (4,840) INTANGIBLE ASSETS WITH INDEFINITE LIVES Brands TOTAL 21,715 $ 29,042 $ — 21,706 (4,855) $ 29,367 $ — (4,840) Due to the divestiture of the Beauty Brands, intangible assets specific to this business as of June 30, 2016 are reported in Current assets held for sale in accordance with the accounting principles for assets held for sale. Amortization expense of intangible assets was as follows: Years ended June 30 Intangible asset amortization 2017 $ 325 2016 2015 $ 388 $ 457 Estimated amortization expense over the next five fiscal years is as follows: Years ending June 30 2018 2019 2020 2021 2022 Estimated amortization expense $ 292 $ 275 $ 249 $ 201 $ 185 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 2017 $ 9,031 2016 2015 $ 8,788 $ 8,496 4,226 4,581 2,516 $ 13,257 $ 13,369 $ 11,012 Income taxes on continuing operations consisted of the following: Years ended June 30 CURRENT TAX EXPENSE 2017 2016 2015 U.S. federal International U.S. state and local DEFERRED TAX EXPENSE U.S. federal International and other $ 1,531 $ 1,673 $ 2,127 1,243 241 3,015 1,483 224 3,380 28 20 48 33 (71) (38) 1,142 252 3,521 (607) (189) (796) TOTAL TAX EXPENSE $ 3,063 $ 3,342 $ 2,725 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 2017 2016 2015 U.S. federal statutory income tax rate Country mix impacts of foreign operations Changes in uncertain tax positions Excess tax benefits from the exercise of stock options Venezuela deconsolidation charge Other EFFECTIVE INCOME TAX RATE 35.0 % 35.0 % 35.0 % (6.8)% (9.1)% (14.0)% (2.0)% (0.5)% (0.9)% (1.3)% — % — % — % 6.6 % — % (1.8)% (0.4)% (2.0)% 23.1 % 25.0 % 24.7 % Country mix impacts of foreign operations includes the effects of foreign subsidiaries' earnings taxed at rates other than the The Procter & Gamble Company 49 U.S. statutory rate, the U.S. tax impacts of non-U.S. earnings repatriation and any net impacts of intercompany transactions. Changes in uncertain tax positions represent changes in our net liability related to prior year tax positions. Excess tax benefits from the exercise of stock options reflect the impact of adopting (Topic 718): "Stock Compensation ASU 2016-09, Improvements Payment to Accounting)." Employee-Share-Based Tax costs charged to shareholders' equity totaled $333 for the year ended June 30, 2017. This primarily relates to the impact of certain adjustments to pension obligations recorded in stockholders' equity, partially offset by the tax effects of net investment hedges. 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. We have undistributed earnings of foreign subsidiaries of approximately $49 billion at June 30, 2017, 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 $ 2017 2016 2015 857 $ 1,096 $ 1,437 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 87 124 87 (147) (97) (146) 75 97 118 (381) (301) (250) (22) (4) (39) (23) (27) (123) $ 465 $ 857 $ 1,096 Included in the total liability for uncertain tax positions at June 30, 2017, is $284 that, depending on the ultimate resolution, could impact the effective tax rate in future periods. The Company is present in approximately 140 taxable 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 the closing of statutes of Amounts in millions of dollars except per share amounts or as otherwise specified. Deferred income tax assets and liabilities were comprised of the following: As of June 30 DEFERRED TAX ASSETS Pension and postretirement benefits $ Loss and other carryforwards Stock-based compensation Unrealized loss on financial and foreign exchange transactions Fixed assets Accrued marketing and promotion Advance payments Inventory Accrued interest and taxes Other Valuation allowances TOTAL 2017 2016 1,775 $ 2,226 1,516 732 1,077 845 259 212 210 121 75 30 122 216 240 515 61 55 709 (505) 764 (467) $ 5,134 $ 5,654 DEFERRED TAX LIABILITIES Goodwill and other intangible assets Fixed assets Unrealized gain on financial and foreign exchange transactions Other TOTAL $ 9,403 $ 9,461 1,495 1,533 314 26 387 105 $ 11,238 $ 11,486 Net operating loss carryforwards were $3.3 billion and $3.2 billion at June 30, 2017 and 2016, respectively. If unused, $1.1 billion will expire between 2017 and 2036. The remainder, totaling $2.2 billion at June 30, 2017, may be carried forward indefinitely. 50 The Procter & Gamble Company limitation. Such adjustments are reflected in the tax provision 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. While we do not expect material changes, it is possible that the amount of unrecognized benefit with respect to our uncertain tax positions could increase or decrease within the next 12 months. At this time, we are not able to make a reasonable estimate of the range of impact on the balance of uncertain tax positions or the impact on the effective tax rate related to these items. We recognize the additional accrual of any possible related interest and penalties relating to the underlying uncertain tax position in income tax expense. As of June 30, 2017, 2016 and 2015, we had accrued interest of $100, $323 and $347 and accrued penalties of $20, $20 and $19, respectively, which are not included in the above table. During the fiscal years ended June 30, 2017, 2016 and 2015, we recognized $62, $2 and $15 in interest benefit/(expense) and $0, $(2) and $13 in penalties benefit/(expense), respectively. The net benefits recognized resulted primarily from the favorable resolution of tax positions for prior years. Amounts in millions of dollars except per share amounts or as otherwise specified. The Procter & Gamble Company 51 NOTE 6 EARNINGS PER SHARE Basic net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less preferred dividends (net of related tax benefits) by the weighted average number of common shares outstanding during the year. Diluted net earnings per common share are calculated on the basis of the weighted average number of common shares outstanding plus the dilutive effect of stock options and other stock-based awards (see Note 7) and the assumed conversion of preferred stock (see Note 8). Net earnings per share were as follows: Years ended June 30 2017 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 Continuing Operations Dis- continued Operations $ 10,194 $ 5,217 $ 15,411 Total 2016 Dis- continued Operations Continuing Operations Total $ 10,027 $ 577 $ 10,604 2015 Dis- Continuing continued Operations Operations $ 8,287 $ (1,143) $ 7,144 Total (85) — (85) (96) — (96) (98) (10) (108) 10,109 5,217 (247) — 15,326 (247) 9,931 (255) 577 — 10,508 (255) 8,189 (259) (1,153) — 7,036 (259) $ 9,862 $ 5,217 $ 15,079 $ 9,676 $ 577 $ 10,253 $ 7,930 $ (1,153) $ 6,777 2,598.1 2,598.1 2,598.1 2,698.9 2,698.9 2,698.9 2,711.7 2,711.7 2,711.7 99.3 99.3 99.3 103.9 103.9 103.9 108.6 108.6 108.6 43.0 43.0 43.0 41.6 41.6 41.6 63.3 63.3 63.3 2,740.4 2,740.4 2,740.4 2,844.4 2,844.4 2,844.4 2,883.6 2,883.6 2,883.6 Basic net earnings/(loss) per common share (3) Diluted net earnings/(loss) per common share (3) $ $ 3.79 $ 2.01 $ 5.80 3.69 $ 1.90 $ 5.59 $ $ 3.59 $ 0.21 $ 3.80 3.49 $ 0.20 $ 3.69 $ $ 2.92 $ (0.42) $ 2.50 2.84 $ (0.40) $ 2.44 (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) Weighted average outstanding stock options of approximately 20 million in 2017, 55 million in 2016 and 8 million in 2015 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. Amounts in millions of dollars except per share amounts or as otherwise specified. 52 The Procter & Gamble Company NOTE 7 STOCK-BASED COMPENSATION We have two primary stock-based compensation programs under which we annually grant stock option, restricted stock unit (RSU) and performance stock unit (PSU) awards to key managers and directors. In our main long-term incentive program, key managers can elect to receive options or RSUs. All options granted vest after three years. 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. The stock options granted from July 1998 through August 2002 had a 15-year life and expired during fiscal year 2017. The options granted since September 2002 have a 10-year life. RSUs granted in February 2017 vest and settle in shares of common stock three years from the grant date. RSUs granted prior to February 2017 vest and settle in shares of common stock five years from the grant date. Senior-level executives participate in an additional long-term incentive program that awards PSUs, which are paid in shares after the end of a three-year performance period. Under this program, the number of PSUs that will vest is based on the pre-established Company's performance goals during that three year period. performance relative to In addition to these long-term incentive programs, we award RSUs to the Company's directors and make other minor stock option and RSU grants to employees for which the terms are not substantially different than our long-term incentive awards. A total of 185 million shares of common stock were authorized for issuance under the stock-based compensation plan approved by shareholders in 2014. A total of 95 million shares remain available for grant under the 2014 plan. The Company recognizes stock-based compensation expense based on the fair value of the awards at the date of grant. The fair value is amortized on a straight-line basis over the requisite service period. Awards to employees eligible for retirement prior to the award becoming fully vested are recognized as compensation expense from the grant date through the date the employee first becomes eligible to retire and is no longer required to provide services to earn the award. Stock-based compensation expense, which is included as part of Cost of products sold and SG&A in the Consolidated Statement of Earnings, and the related tax benefit were as follows: Years ended June 30 Stock options RSUs and PSUs Total stock-based expense (1) 2017 $ 216 150 $ 366 2016 $ 199 143 $ 342 2015 $ 223 114 $ 337 Income tax benefit (1) (1) $ 111 $ 85 $ 109 Includes amounts related to discontinued operations, which are not material in any period presented. Amounts in millions of dollars except per share amounts or as otherwise specified. We utilize an industry standard lattice-based valuation model to calculate the fair value for stock options granted. 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 2017 2016 0.8 - 2.6% 0.7 - 1.9% 0.1 - 2.1% 2015 2.6% 3.2% 1.8% 3.2% 2.0% 3.1% 12 - 16% 15 - 17% 11 - 15% 15% 9.6 16% 8.3 15% 8.3 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. A summary of options, RSUs and PSUs outstanding under the plans as of June 30, 2017 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 Options Outstanding, beginning of year Granted Exercised Canceled OUTSTANDING, END OF YEAR 230,397 $ 68.02 90.70 21,425 59.11 (44,070) 69.76 (1,267) 206,485 $ 72.46 EXERCISABLE 140,803 $ 66.71 5.4 $ 3,109 3.9 $ 2,878 The weighted average grant-date fair value of options granted was $10.45, $8.48 and $9.38 per share in 2017, 2016 and 2015, respectively. The total intrinsic value of options exercised was $1,334, $1,388 and $1,814 in 2017, 2016 and 2015, respectively. The total grant-date fair value of options that vested during 2017, 2016 and 2015 was $246, $200 and $241, respectively. there was $208 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 2.0 years. Cash received from options exercised was $2,630, $2,332 and $2,631 in 2017, 2016 and 2015, respectively. The actual tax At June 30, 2017, benefit for the tax deductions from option exercises totaled $421, $433 and $519 in 2017, 2016 and 2015, respectively. RSUs PSUs Units (in thousands) Weighted Average Grant Date Fair Value Units (in thousands) Weighted Average Grant Date Fair Value 5,274 $ 1,730 (1,586) (59) 65.53 89.74 66.70 69.21 1,146 $ 623 (575) — 75.25 91.03 77.55 — 5,359 $ 74.98 1,194 $ 82.40 Other stock- based awards Non-vested at July 1, 2016 Granted Vested Forfeited Non-vested at June 30, 2017 At June 30, 2017, there was $255 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 2.5 years. The total grant date fair value of shares vested was $163, $97 and $79 in 2017, 2016 and 2015, respectively. The Company settles equity issuances with treasury shares. 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. The Procter & Gamble Company 53 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 $270, $292 and $305 in 2017, 2016 and 2015, 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. For the U.S. DC plan, the contribution rate is set annually. Total contributions for this plan approximated 14% of total participants' annual wages and salaries in 2017 in 2016 and 2015. We maintain The Procter & Gamble Profit Sharing Trust (Trust) and Employee Stock Ownership Plan (ESOP) to 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. Amounts in millions of dollars except per share amounts or as otherwise specified. 54 The Procter & Gamble 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 Net actuarial loss/(gain) Acquisitions/(divestitures) (4) Curtailments 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) (4) Employer contributions Participants' contributions Currency translation and other ESOP debt impacts (5) 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) 2016 2017 Other Retiree Benefits (2) 2017 2016 $ 17,285 310 300 14 2 (643) (413) (132) 4 35 (602) $ 16,160 $ 15,951 314 466 17 8 1,927 (21) — 6 (826) (557) $ 17,285 $ 10,269 884 (34) 316 14 (18) — (602) $ 10,829 — (5,331) $ $ 10,605 630 (13) 306 17 (719) — (557) $ 10,269 402 (6,614) $ $ $ $ $ $ 5,632 133 175 74 — (554) (31) (37) 21 16 (242) 5,187 $ $ $ 3,787 136 — 36 74 (4) 44 (242) 3,831 — (1,356) $ $ 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) (1) Primarily non-U.S.-based defined benefit retirement plans. (2) Primarily U.S.-based other postretirement benefit plans. (3) 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) For the year ended June 30, 2017, this represents the obligations and plans which were classified as held for sale at June 30, 2016. (5) Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits. 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. Years ended June 30 CLASSIFICATION OF NET AMOUNT RECOGNIZED Noncurrent assets Current liabilities Noncurrent liabilities NET AMOUNT RECOGNIZED AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI) Net actuarial loss Prior service cost/(credit) NET AMOUNTS RECOGNIZED IN AOCI $ $ 4,548 245 4,793 $ $ 6,088 270 6,358 Amounts in millions of dollars except per share amounts or as otherwise specified. Pension Benefits Other Retiree Benefits 2017 2016 2017 2016 $ $ $ 196 (40) (5,487) (5,331) $ 180 (33) (6,761) (6,614) $ $ $ $ — $ (23) (1,333) (1,356) $ — (21) (1,808) (1,829) 1,819 (293) 1,526 $ $ 2,247 (334) 1,913 The Procter & Gamble Company 55 The accumulated benefit obligation for all defined benefit pension plans was $14,512 and $15,546 as of June 30, 2017 and 2016, 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: As of 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 2017 2016 2017 2016 $ 13,699 $ 12,276 8,279 15,233 13,587 8,082 $ 14,181 $ 12,630 8,654 15,853 14,149 8,657 Net Periodic Benefit Cost. Components of the net periodic benefit cost were as follows: Years ended June 30 2017 2016 2015 2017 2016 2015 Pension Benefits Other Retiree Benefits $ 314 $ 317 $ 133 $ 124 $ 156 AMOUNTS RECOGNIZED IN NET PERIODIC BENEFIT COST Service cost (1) Interest cost 310 $ Expected return on plan assets Amortization of net actuarial loss Amortization of prior service cost/(credit) Amortization of net actuarial loss/ prior service cost due to settlements and curtailments Special termination benefits GROSS BENEFIT COST/(CREDIT) Dividends on ESOP preferred stock NET PERIODIC BENEFIT COST/(CREDIT) 186 (2) 4 528 — 528 $ 300 (675) 375 28 466 (731) 265 29 545 (732) 275 30 — — 6 349 — $ 349 $ 11 446 — 446 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 Amortization of net actuarial loss/prior service costs due to settlements and curtailments Reduction in net actuarial losses resulting from curtailment $ 2,028 8 (265) (29) — — (852) 2 (375) (28) (186) (132) 6 (1,565) 175 (431) 122 (45) 16 (2) 21 (2) (9) (45) (54) (259) — (122) 45 (16) $ $ $ $ 219 (416) 78 (52) — 12 (35) (52) (87) $ 240 (406) 105 (20) — 23 98 (58) 40 597 (40) (78) 52 — (37) 2 (387) — (3) 528 Currency translation and other TOTAL CHANGE IN AOCI NET AMOUNTS RECOGNIZED IN PERIODIC BENEFIT COST AND AOCI (1) Service cost includes amounts related to discontinued operations, which are not material for any period. (2) Amortization of net actuarial loss / prior service cost due to settlement and curtailments and $18 of the special termination benefits are (172) 1,570 $ (1,037) $ 1,919 (441) 441 $ $ included in Net earnings from discontinued operations. Amounts expected to be amortized from AOCI into net periodic benefit cost during the year ending June 30, 2018, are as follows: Net actuarial loss Prior service cost/(credit) Pension Benefits Other Retiree Benefits $ 289 $ 28 67 (35) Amounts in millions of dollars except per share amounts or as otherwise specified. 56 The Procter & Gamble Company 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) As of June 30 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 2017 2016 2017 2016 2.4% 3.0% N/A N/A N/A 2.1% 2.9% N/A N/A N/A 3.9% N/A 6.4% 4.9% 2022 3.6% N/A 7.2% 4.9% 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 (1) Determined as of beginning of year. Pension Benefits Other Retiree Benefits 2016 2017 2.1% 3.1% 6.9% 7.2% 2.9% 3.1% 2015 3.5% 7.2% 3.2% 2016 2017 3.6% 4.5% 8.3% 8.3% N/A N/A 2015 4.4% 8.3% N/A For the fiscal year 2017, the Company changed its method of determining service and interest costs for plans that make up the majority of our obligation from the single weighted average discount rate approach to specific spot rates along the yield curve, which management has concluded is a more precise estimate. Prior to this change in methodology, the Company measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. The Company has accounted for this change as a change in accounting estimate and, accordingly, has accounted for it on a prospective basis. This change does not impact the benefit obligation and did not have a material impact on fiscal year 2017 results. 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 $ 74 $ 950 (55) (697) Plan Assets. Our investment objective for defined benefit retirement plan assets is to meet the plans' benefit obligations and to improve plan self-sufficiency for future benefit obligations. 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 assessing different investment risks and matching the actuarial projections of the plans' future liabilities and benefit payments with current as well as 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 57 Our target asset allocation for the year ended June 30, 2017, and actual asset allocation by asset category as of June 30, 2017 and 2016, were as follows: Target Asset Allocation Actual Asset Allocation at June 30 Asset Category Cash Debt securities Equity securities TOTAL Pension Benefits 2% 57% 41% 100% Other Retiree Benefits Pension Benefits Other Retiree Benefits 2017 2016 2017 2016 2% 3% 95% 100% 2% 53% 45% 100% 2% 55% 43% 100% 1% 4% 95% 100% 2% 4% 94% 100% The following tables set forth the fair value of the Company's plan assets as of June 30, 2017 and 2016 segregated by level within the fair value hierarchy (refer to Note 9 for further discussion on the fair value hierarchy and fair value principles). 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. Investments valued using net asset value as a practical expedient are primarily equity and fixed income collective funds. These assets are not valued using the fair value hierarchy, but rather 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. For additional details on the fair value hierarchy, see Note 9. As of June 30 ASSETS AT FAIR VALUE Cash and cash equivalents Company stock (1) Other (2) TOTAL ASSETS IN THE FAIR VALUE HEIRARCHY Investments valued at net asset value TOTAL ASSETS AT FAIR VALUE Pension Benefits Other Retiree Benefits Fair Value Hierarchy Level 2017 2016 Fair Value Hierarchy Level 2017 2016 1 $ 134 $ 1, 2 & 3 — 165 151 — 166 1 2 1 299 $ $ $ 10,530 $ 10,829 317 9,952 10,269 $ $ $ $ 6 $ 70 3,643 7 3,656 $ 175 3,831 3,545 — 3,615 172 3,787 (1) Company stock is net of ESOP debt discussed below. (2) The Company's other pension plan assets measured at fair value are generally classified as Level 3 within the fair value hierarchy. There are no material other pension plan asset balances classified as Level 1 or Level 2 within the fair value hierarchy. Cash Flows. Management's best estimate of cash requirements and discretionary contributions for the defined benefit retirement plans and other retiree benefit plans for the year ending June 30, 2018, is $125 and $39, respectively. For the defined benefit retirement plans, this is comprised of $75 in expected benefit payments from the Company directly to participants of unfunded plans and $50 of expected contributions to funded plans. For other retiree benefit plans, this is comprised of $24 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. Amounts in millions of dollars except per share amounts or as otherwise specified. 58 The Procter & Gamble Company 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: 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: Years ending June 30 EXPECTED BENEFIT PAYMENTS Pension Benefits Other Retiree Benefits $ 2018 2019 2020 2021 2022 $ 524 530 539 575 596 198 211 222 232 242 2023 - 2027 3,221 1,334 Employee Stock Ownership Plan We maintain the ESOP to provide funding for certain employee benefits discussed in the preceding paragraphs. The ESOP borrowed $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 $62 remain outstanding at June 30, 2017. 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 $2.70 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 $770 are outstanding at June 30, 2017. 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 $2.70 per share. The liquidation value is $12.96 per share. including Our ESOP accounting practices are consistent with current ESOP accounting guidance, 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. Shares in thousands Allocated Unallocated TOTAL SERIES A Allocated Unallocated TOTAL SERIES B 2017 36,488 5,060 2016 2015 39,241 42,044 6,095 7,228 41,548 45,336 49,272 25,378 30,412 55,790 23,925 32,319 56,244 23,074 34,096 57,170 For purposes of calculating diluted net earnings per common share, the preferred shares held by the ESOP are considered converted from inception. NOTE 9 RISK MANAGEMENT ACTIVITIES AND FAIR VALUE MEASUREMENTS 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 and hedging activities. These financial transactions are governed by our policies covering acceptable counterparty exposure, instrument types and other hedging practices. 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 to incur, material credit losses on our risk management or other financial instruments. Substantially all of the Company's financial instruments used in hedging transactions are governed by industry standard Amounts in millions of dollars except per share amounts or as otherwise specified. 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, 2017, 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. 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 the underlying debt obligations are instruments and 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. Historically, we have had currency swaps with original maturities up to five years, which were intended to offset the effect of exchange rate fluctuations on intercompany loans denominated in foreign currencies. These swaps were accounted for as cash flow hedges. The effective portion of the changes in fair value of these instruments was reported in OCI and reclassified into SG&A and Interest expense in the same period or periods during which the related hedged transactions affected 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 We hedge certain net investment positions in foreign subsidiaries. To accomplish this, we either borrow directly in foreign currencies and designate all or a portion of the foreign The Procter & Gamble Company 59 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. 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, 2017 and 2016, 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. 60 The Procter & Gamble Company The following table sets forth the Company's financial assets as of June 30, 2017 and 2016 that were measured at fair value on a recurring basis during the period: As of June 30 Investments: U.S. government securities Corporate bond securities Other investments TOTAL Fair Value Asset 2017 2016 $ $ 6,297 $ 3,271 132 9,700 $ 4,839 1,407 28 6,274 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 $2,494 and $292 as of June 30, 2017 and 2016, respectively. The amortized cost of the U.S. government securities with maturities between one and five years was $3,824 and $4,513 as of June 30, 2017 and 2016, respectively. The amortized cost of corporate bond securities with maturities of less than a year was $730 and $382 as of June 30, 2017 and 2016, respectively. The amortized cost of corporate bond securities with maturities between one and five years was $2,547 and $1,018 as of June 30, 2017 and 2016, 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 Level 1 or Level 3 within the fair value hierarchy, or using net asset value as a practical expedient. Fair values are generally estimated based upon quoted market prices for similar instruments. The fair value of long-term debt was $21,396 and $24,362 as of June 30, 2017 and 2016, respectively. This includes the current portion of debt instruments ($1,694 and $2,761 as of June 30, 2017 and 2016, respectively). Certain long-term debt approximates 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 $1,716 and $2,331 as of June 30, 2017 and 2016, 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 derivative instruments used in hedging transactions as of June 30, 2017 and 2016 are as follows: Notional Amount Fair Value Asset Fair Value (Liability) As of June 30 DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS 2017 2016 Foreign currency contracts DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS — $ $ 798 Interest rate contracts DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS 4,993 4,552 $ $ 3,013 Net investment hedges DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS 6,102 $ $ Foreign currency contracts $ 4,969 $ 6,482 2017 2016 2017 2016 $ $ $ $ — $ 94 180 14 25 $ $ $ 371 28 28 $ $ $ $ — $ (63) (2) $ — (177) $ (115) (7) $ (38) 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 decrease in the notional balance of foreign currency cash flow hedges is reflective of the decrease in the underlying intercompany loans. The increase in the notional balance of net investment hedges primarily reflects a movement into lower yielding foreign currency swaps. The decrease in the notional balance of foreign currency contracts not designated as hedging instruments reflects changes in the level of intercompany financing activity during the 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, 2017 and 2016. 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 61 Years ended June 30 DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS 2017 2016 Interest rate contracts Foreign currency contracts TOTAL $ $ (2) $ — (2) $ (2) — (2) DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS Net investment hedges $ (104) $ (53) During the next 12 months, the amount of the June 30, 2017 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, 2017 and 2016 were as follows: Amount of Gain/(Loss) Reclassified from AOCI into Earnings Years ended June 30 DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS 2017 2016 Interest rate contracts Foreign currency contracts TOTAL $ $ — $ 69 69 $ 3 (106) (103) Amount of Gain/(Loss) Recognized in Earnings Years ended June 30 DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS 2017 2016 Interest rate contracts Debt TOTAL $ $ (193) $ 193 — $ 212 (212) — DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS Net investment hedges DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS Foreign currency contracts (1) $ 59 $ $ 6 $ (120) (2) (1) The gain or loss on non-qualifying foreign currency contracts substantially offsets the foreign currency mark-to-market impact of the related exposure. 2017 2016 As of June 30 DEBT DUE WITHIN ONE YEAR Current portion of long-term debt Commercial paper Other TOTAL $ 1,676 11,705 173 $ 13,554 $ 2,760 8,690 203 $ 11,653 Short-term weighted average interest rates (1) 0.5% 0.2% (1) Short-term weighted average interest rates include the effects of interest rate swaps discussed in Note 9. As of June 30 LONG-TERM DEBT 5.13% EUR note due October 2017 1.60% USD note due November 2018 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 2017-2021 (1) 1.85% USD note due February 2021 1.70% USD note due November 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 2.45% USD note due November 2026 4.88% EUR note due May 2027 5.55% USD note due March 2037 Capital lease obligations All other long-term debt Current portion of long-term debt TOTAL 2017 2016 1,078 1,000 550 894 686 417 600 875 858 1,000 1,144 1,000 1,430 600 875 1,144 1,130 51 4,382 (1,676) $18,038 1,221 1,000 550 973 666 498 600 — 833 1,000 1,110 1,000 1,388 600 — 1,110 1,400 45 7,711 (2,760) $18,945 Long-term weighted average interest rates (2) 3.1% (1) Debt issued by the ESOP is guaranteed by the Company and is 2.6% recorded as debt of the Company, as discussed in Note 8. (2) 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 2019 2018 2020 $1,676 $1,111 $2,010 $1,411 $2,890 2022 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. 62 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 Total BALANCE at JUNE 30, 2015 OCI before reclassifications (1) Amounts reclassified from AOCI (2) Net current period OCI BALANCE at JUNE 30, 2016 OCI before reclassifications (3) Amounts reclassified from AOCI (4) Net current period OCI $ (2,642) $ 6 $ (103) 104 1 (2,641) (237) (69) (306) 29 (1) 28 34 (49) (10) (59) (25) $ (4,321) $ (1,710) 233 (1,477) (5,798) 910 491 1,401 (4,397) $ (5,823) $ (12,780) (3,463) (1,679) 336 — (3,127) (1,679) (15,907) (7,502) 980 356 (117) 239 1,275 (7,263) $ (14,632) 295 BALANCE at JUNE 30, 2017 $ (2,947) $ (1) 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. (2) Net of tax (benefit) / expense of $(1), $0 and $87 for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended June 30, 2016. (3) Net of tax (benefit) / expense of $(186), $(6) and $360 for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended June 30, 2017. (4) Net of tax (benefit) / expense of $0, $0 and $191 for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended June 30, 2017. The below provides additional details on amounts reclassified from AOCI into the Consolidated Statement of Earnings: • Hedges: see Note 9 for classification of gains and losses from hedges in the Consolidated Statements of Earnings. • • Investment securities: amounts reclassified from AOCI into Other non-operating income, net. Pension and other retiree benefits: amounts reclassified from AOCI into Cost of product sold, SG&A, and Net earnings from discontinued operations and included in the computation of net periodic pension cost (see Note 8 for additional details). Financial statement translation: amounts reclassified from AOCI into Net earnings from discontinued operations. These amounts relate to accumulated translation associated with foreign entities sold as part of the sale of the Beauty Brands business. • NOTE 12 COMMITMENTS AND CONTINGENCIES Guarantees routine provide indemnifications In conjunction with certain transactions, primarily divestitures, we may (e.g., indemnification for representations and warranties and 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. In certain situations, we guarantee loans for suppliers and customers. The total amount of guarantees issued under such arrangements is not material. Amounts in millions of dollars except per share amounts or as otherwise specified. 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 2018 2019 2020 2021 2022 There after $ 843 $ 225 $ 168 $ 99 $ 70 $ 202 Such amounts represent minimum commitments under take- or-pay agreements with suppliers and are in line with expected usage. These amounts include purchase commitments related to service contracts for information technology, human resources management and facilities management activities that have been outsourced to third-party suppliers. Such amounts also include arrangements with suppliers that qualify as embedded operating leases. 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 Litigation 2018 2019 2020 2021 2022 There after $ 261 $ 273 $ 237 $ 194 $ 160 $ 368 We are 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, product liability, advertising, contracts, environmental, patent and trademark matters, labor and employment matters and tax. 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. NOTE 13 DISCONTINUED OPERATIONS On October 1, 2016, the Company completed the divestiture of four product categories to Coty, Inc. (“Coty”). The divestiture included 41 of the Company's beauty brands (“Beauty Brands”), including the global salon professional hair care and color, retail hair color, cosmetics and a majority of the fine fragrance businesses, along with select hair styling brands. The form of the divestiture transaction was a Reverse Morris Trust split-off, in which P&G shareholders were given the election to exchange their P&G shares for shares of a new corporation that held the Beauty Brands (Galleria Co.), and then immediately exchange those shares for Coty shares. The value P&G received in the transaction was $11.4 billion. The value was comprised of 105 million shares of common stock of the Company, which were tendered by shareholders of the Company and exchanged for the Galleria Co. shares, valued at approximately $9.4 billion, and the assumption of $1.9 billion of debt by Galleria Co. The shares tendered in the transaction were reflected as an addition to treasury stock and the cash received related to the debt assumed by Coty was reflected as an investing activity in the Consolidated Statement of Cash Flows. The Company recorded an after-tax gain on the final transaction of $5.3 billion, net of transaction and related costs. The Procter & Gamble Company 63 Two of the fine fragrance brands, Dolce & Gabbana and Christina Aguilera, were excluded from the divestiture. These brands were subsequently divested at amounts that approximated their adjusted carrying values. 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' balance sheet positions are presented as assets and liabilities held for sale in the Consolidated Balance Sheet as of June 30, 2016. 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. Amounts in millions of dollars except per share amounts or as otherwise specified. 64 The Procter & Gamble Company 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 2017 2016 2015 $ $ 5,217 $ — — $ 336 241 — 5,217 $ 577 $ 643 (1,835) 49 (1,143) 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/(loss) from discontinued operations before income taxes Income taxes on discontinued operations Gain on sale of business before income taxes Income tax expense/(benefit) on sale of business Net earnings from discontinued operations $ $ $ Beauty Brands 2017 2016 2015 $ 1,159 $ 4,910 $ 450 783 — 14 — 16 (72) 46 (1) 5,197 (138) 5,217 $ $ $ 1,621 2,763 48 32 2 9 $ 457 121 — $ — 336 $ 5,530 1,820 2,969 — — 2 91 834 191 — — 643 (1) The income tax benefit of the Beauty Brands divestiture represents the reversal of underlying deferred tax balances partially offset by current tax expense related to the transaction. For the fiscal year ended June 30, 2017, the Beauty Brands incurred transition costs of $167, after-tax, which are included in the table above. For the fiscal year ended June 30, 2016, transition costs of $112, before-tax, were incurred and are included in Net earnings/(loss) from discontinued operations. 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 Deferred income tax benefit Gain on sale of businesses Goodwill and intangible asset impairment charges Net increase in accrued taxes CASH FLOWS FROM OPERATING ACTIVITIES Cash taxes paid CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures Amounts in millions of dollars except per share amounts or as otherwise specified. Beauty Brands 2017 2016 2015 $ $ $ 24 (649) 5,210 — 93 418 38 $ $ $ 106 $ 125 — 8 48 — — $ — 86 — — — 114 $ 106 The major components of assets and liabilities of the Beauty Brands held for sale are provided below. The Procter & Gamble Company 65 As of 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 Current assets held for sale Accounts payable Accrued and other liabilities Noncurrent deferred tax liabilities Long-term debt Other noncurrent liabilities Current liabilities held for sale Beauty Brands 2016 (1) 40 996 (2) 384 494 126 629 4,411 105 7,185 148 384 370 996 (2) 445 2,343 $ $ $ $ (1) The Company closed the Beauty Brands transaction in October 2016. Therefore, as of June 30, 2016, all assets and liabilities held for sale were 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 were held in restricted cash in escrow until the legal integration activities prior to close. Beauty Brands received additional debt funding commitments with a consortium of lenders of $3.5 billion. Following is selected financial information included in Net earnings/(loss) from discontinued operations for the Batteries and Pet Care businesses: Earnings Before Impairment Charges and Income Taxes 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 266 479 — — 266 479 (402) (2,174) — — (402) (2,174) (45) (140) — (4) (45) (144) (288) — — 195 (288) 195 710 (1) — — (142) 710 (1) (142) 241 (1,835) — 49 241 (1,786) Net Sales 1,517 2,226 — 251 1,517 2,477 2016 2015 2016 2015 2016 2015 Batteries Pet Care Total (1) The income tax benefit of the Batteries divestiture primarily represents the reversal of underlying deferred tax balances. Amounts in millions of dollars except per share amounts or as otherwise specified. 66 The Procter & Gamble Company NOTE 14 QUARTERLY RESULTS (UNAUDITED) Quarters Ended NET SALES OPERATING INCOME GROSS MARGIN NET EARNINGS: 2016-2017 2015-2016 2016-2017 2015-2016 2016-2017 2015-2016 Sep 30 $ 16,518 Dec 31 $ 16,856 Mar 31 $ 15,605 Jun 30 $ 16,079 Total Year $ 65,058 16,527 3,771 3,768 51.0% 50.7 % 16,915 3,875 3,853 50.8% 50.0 % 15,755 3,360 3,318 49.8% 49.8 % 16,102 2,949 2,502 48.4% 47.9 % 65,299 13,955 13,441 50.0% 49.6 % Net earnings from continuing operations 2016-2017 $ 2,875 $ 2,561 $ 2,556 $ 2,202 $ 10,194 Net earnings/(loss) from discontinued operations Net earnings attributable to Procter & Gamble DILUTED NET EARNINGS PER COMMON SHARE: (1) Earnings from continuing operations Earnings/(loss) from discontinued operations Net earnings 2015-2016 2016-2017 2015-2016 2016-2017 2015-2016 2,777 (118) (142) 2,714 2,601 2016-2017 $ 1.00 $ 2015-2016 2016-2017 2015-2016 2016-2017 2015-2016 0.96 (0.04) (0.05) 0.96 0.91 2,905 5,335 323 7,875 3,206 0.93 1.01 1.95 0.11 2.88 1.12 2,337 — 446 2,522 2,750 0.93 0.81 — 0.16 0.93 0.97 $ 2,008 — (50) 2,215 1,951 0.82 0.71 — (0.02) 0.82 0.69 10,027 5,217 577 15,326 10,508 $ 3.69 3.49 1.90 0.20 5.59 3.69 $ (1) 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 67 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 2017 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. Directors, Executive Officers and Corporate Governance. 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 2017 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 Service on Other Public Boards; the subsections of the Corporate Governance section entitled Code of Ethics; the subsections of the Other Matters section entitled Director Nominations for Inclusion in the 2018 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. 68 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, 2017. The table includes the following plans: The Procter & Gamble 1992 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; 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)) 204,743,572 $72.6124 11,227,504 N/A 1,886,917 217,857,993 56.2185 $72.4627 (5) (2) (2) (4) 94,626,812 (1) Includes The Procter & Gamble 1992 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; 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 95 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. Subject to adjustment for changes 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 grant and expire ten years following the date of grant. If a 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 last grant of equity under this plan was on February 27, 2009. 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 million 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 immediately become void, except in the case of death, retirement, special separation (as those terms are defined in the The Procter & Gamble Company 69 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 2017 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 2017 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 2017 Proxy Statement filed pursuant to Regulation 14A: Report of the Audit Committee, which ends with the subsection entitled Services Provided by Deloitte. Item 15. Exhibits and Financial Statement Schedules. • Consolidated Statements of Shareholders' Equity - for PART IV years ended June 30, 2017, 2016 and 2015 • Consolidated Statements of Cash Flows - for years ended June 30, 2017, 2016 and 2015 • 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. 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 Public Accounting Firm on Internal Control over Financial Reporting • Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements • Consolidated Statements of Earnings - for years ended June 30, 2017, 2016 and 2015 • Consolidated Statements of Other Comprehensive Income - for years ended June 30, 2017, 2016 and 2015 • Consolidated Balance Sheets - as of June 30, 2017 and 2016 70 The Procter & Gamble Company EXHIBITS 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) (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 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) (Incorporated by reference to Exhibit (3-2) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016). 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) - Summary of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-27) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); 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).* (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 Long-Term Incentive Program (Incorporated by reference to Exhibit (10-6) of the Company's Annual Report on Fork 10-K for the year ended June 30, 2016); related correspondence and terms and conditions +.* (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 (Incorporated by reference to Exhibit (10-10) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); 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, 2017).* (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 +.* (10-15) - The Gillette Company Personal Financial Planning Reimbursement Program +.* (10-16) - The Gillette Company Senior Executive Financial Planning Program +.* (10-17) - The Gillette Company Estate Preservation +.* (10-18) - The Gillette Company Deferred Compensation Plan +.* (10-19) - Senior Executive Recoupment Policy +.* The Procter & Gamble Company 71 (10-20) - The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 +.* (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 +, 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 (Incorporated by reference to Exhibit (10-23) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); related correspondence and terms and conditions +.* (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 (Incorporated by reference to Exhibit (10-25) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); 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 +, 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, 2016).* 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. Item 16. Form 10-K Summary. Not applicable. 72 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 7, 2017 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 7, 2017 Vice Chairman and Chief Financial Officer (Principal Financial Officer) August 7, 2017 /s/ VALARIE L. SHEPPARD (Valarie L. Sheppard) Senior Vice President, Comptroller & Treasurer (Principal Accounting Officer) August 7, 2017 /s/ FRANCIS S. BLAKE (Francis S. Blake) /s/ ANGELA F. BRALY (Angela F. Braly) /s/ AMY L. CHANG (Amy L. Chang) /s/ KENNETH I. CHENAULT (Kenneth I. Chenault) /s/ SCOTT D. COOK (Scott D. Cook) /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 7, 2017 August 7, 2017 August 7, 2017 August 7, 2017 August 7, 2017 August 7, 2017 August 7, 2017 August 7, 2017 August 7, 2017 August 7, 2017 The Procter & Gamble Company 73 EXHIBIT INDEX 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) (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 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) (Incorporated by reference to Exhibit (3-2) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016). 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) - Summary of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-27) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); 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). (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 Long-Term Incentive Program (Incorporated by reference to Exhibit (10-6) of the Company's Annual Report on Fork 10-K for the year ended June 30, 2016); related correspondence and terms and conditions +. (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 (Incorporated by reference to Exhibit (10-10) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); 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, 2017). (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 +. (10-15) - The Gillette Company Personal Financial Planning Reimbursement Program +. (10-16) - The Gillette Company Senior Executive Financial Planning Program +. (10-17) - The Gillette Company Estate Preservation +. (10-18) - The Gillette Company Deferred Compensation Plan +. (10-19) - Senior Executive Recoupment Policy +. (10-20) - The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 +. 74 The Procter & Gamble Company (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 +, 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 (Incorporated by reference to Exhibit (10-23) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); related correspondence and terms and conditions +. (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 (Incorporated by reference to Exhibit (10-25) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); 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 +, 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, 2016). 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. Company and Shareholder Information The Procter & Gamble Company • 75 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: ethics and corporate responsibility, community impact, diversity and inclusion, gender equality and environmental sustainability. To learn more, please visit www.pg.com/citizenship. 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. STOCK SYMBOL PG P&G ONLINE www.pg.com news.pg.com www.facebook.com/proctergamble www.twitter.com/proctergamble www.linkedin.com/company/ procter-&-gamble www.youtube.com/proctergamble www.instagram.com/proctergamble ANNUAL MEETING The next annual meeting of shareholders will be held on Tuesday, October 10, 2017. 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 2017 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, 2017. 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. 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.shareowneronline.com E-mail www.shareowneronline.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 76 • The Procter & Gamble Company Company Leadership David S. Taylor Chairman of the Board, President and Chief Executive Officer Jon R. Moeller Vice Chairman and Chief Financial Officer BUSINESS UNITS AND MARKET OPER ATIONS Shailesh Jejurikar President – Global Fabric Care and Brand Building Organization, Global Fabric & Home Care Henry Karamanoukian Senior Vice President – Go-to-Market, China R. Alexandra Keith President – Global Hair Care and Beauty Sector Charles E. Pierce Group President – Global Grooming Juan Fernando Posada President – Latin America Matthew Price President – Greater China Mohamed Samir President – India, Middle East and Africa Markus Strobel President – Global Skin & Personal Care Magesvaran Suranjan President – Asia Pacific Carolyn M. Tastad Group President – North America George Tsourapas President – Global Home Care and P&G Professional Steven D. Bishop Group President – Global Health Care Giovanni Ciserani Group President – Global Fabric & Home Care and Global Baby and Feminine Care Gary A. Coombe President – Europe Mary Lynn Ferguson-McHugh Group President – Global Family Care and P&G Ventures Thomas M. Finn President – Global Personal Health Care Fama Francisco President – Global Feminine Care COMPANY OPER ATIONS Mark Biegger Chief Human Resources Officer Deborah P. Majoras Chief Legal Officer and Secretary Jeffrey K. Schomburger Global Sales Officer Kathleen B. Fish Chief Technology Officer Julio N. Nemeth President – Global Business Services William P. Gipson President – End-to-End Packaging Transformation and Chief Diversity Officer Javier Polit Chief Information Officer Marc S. Pritchard Chief Brand Officer Valarie L. Sheppard Senior Vice President, Comptroller and Treasurer Yannis Skoufalos Global Product Supply Officer The Procter & Gamble Company • 77 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 non-Executive Chairman of the Board of Delta Airlines and Director of Macy’s, Inc. Age 68. 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 ExxonMobil Corporation. Age 56. Chair of the Governance & Public Responsibility Committee and member of the Audit Committee. W. James McNerney, Jr. Senior Advisor at Clayton, Dubilier & Rice (private equity investment). Retired Chairman of the Board of The Boeing Company (aerospace, commercial jetliners and military defense systems). President of The Boeing Company from 2005 to 2013. Chief Executive Officer from 2005 to 2015. Director since 2003. Also a Director of International Business Machines Corporation. Age 68. 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 59. Amy L. Chang Founder and Chief Executive Officer of Accompany, Inc. (relationship intelligence company). Appointed to the Board effective June 2017. Also a Director of Cisco Systems, Inc. and former Director of Splunk, Inc. (2015–2017). Age 40. Member of the Audit and Innovation & Technology Committees. Kenneth I. Chenault Chairman and Chief Executive Officer of American Express Company (global services, payments and travel). Director since 2008. Also a Director of International Business Machines Corporation. Age 66. 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 65. Chair of the Innovation & Technology Committee and member of the Compensation & Leadership Development Committee. Terry J. Lundgren Executive Chairman and Chairman of the Board of Macy’s, Inc. (national retailer). Director since 2013. Age 65. Member of the Compensation & Leadership Development and Innovation & Technology Committees. Margaret C. Whitman President and Chief Executive Officer of Hewlett Packard Enterprise (multinational information technology enterprise). Chairman of the Board, President and Chief Executive Officer of the Hewlett- Packard Company from 2011 to 2015. Director since 2011. Also Director of DXC Technology. Age 61. Member of the Compensation & Leadership Development and Innovation & Technology Committees. Patricia A. Woertz Retired Chairman of the Board, President 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 3M Company since 2016. Age 64. 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 in the field of International Economics and Politics at Yale University. Director since 2001. Also a Director of Alcoa Corp., Citigroup, Inc. and Promotora de Informaciones S.A. Age 65. Member of the Governance & Public Responsibility and Innovation & Technology Committees. THE BOARD OF DIRECTORS HAS FOUR COMMIT TEES: Audit, Compensation & Leadership Development, Governance & Public Responsibility, Innovation & Technology 78 • The Procter & Gamble Company Recognition and Commitments P&G believes in doing what’s right and being a good corporate citizen. Here are some highlights of external recognitions and commitments where we believe P&G’s voice can make a difference. LEADERSHIP • Chief Executive Magazine’s 40 Best Companies for Leaders • Top 10, NAFE’s Top Company for Female Executives INNOVATION • Recent innovations earned P&G seven of the top 25 places on the IRI New Product Pacesetters Report for the most successful non-food product launches of 2016: Gillette Fusion ProShield (#2), Tide PODS plus Febreze (#4), Crest Pro-Health Advanced (#5), Tampax Pocket Pearl (#9), Old Spice Fresher Collection (#10), Tide Simply Clean & Sensitive (#16) and Pantene Pro-V Stylers (#23). This underscores our commitment to creating innovative, irresistibly superior products. • At P&G, we believe creativity is a force for business, for change and for good in the world. The Cannes Lions International Festival of Creativity is one of the world’s premier events to inspire and recognize creativity in branded communications. This year P&G and our agencies were awarded 26 Lions for campaigns that raised the bar on creativity and built the business. Some of the highest- awarded campaigns like Gillette Handle with Care, Ariel Dads #Sharetheload, SK-II Marriage Market Takeover and Vicks Touch of Care spoke out about societal issues in an effort to create far-reaching positive change. CITIZENSHIP Ethics & Corporate Responsibility • Fortune’s World’s Most Admired Companies • Forbes’ America’s Most Reputable Companies • Barron’s Most Respected Companies • Supply Chain Master — Gartner Supply Chain Top 25 • Human Rights Campaign’s Corporate Equality Index — score of perfect 100 for 4th consecutive year Community Impact • We delivered our 12 billionth liter of clean water with P&G’s Children’s Safe Drinking Water program. • P&G washed more than 3,100 loads of laundry for U.S. families with our Tide Loads of Hope program. • We responded to more than 20 natural disasters globally with donations of P&G products, financial aid and volunteer time. Diversity & Inclusion • CEO David Taylor joined other CEOs and companies to advance diversity and inclusion in the workplace with CEO Action for Diversity & Inclusion and Catalyst CEO Champions for Change. • P&G spent more than $2 billion with minority- and women-owned businesses for the 10th consecutive year. 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. • DiversityInc’s Top 50 Companies for Diversity • Working Mother Media’s 100 Best Companies and Best Companies for Multicultural Women Gender Equality • P&G’s brands — Always, Secret, SK-II, Ariel, Luvs and others — continued to deliver campaigns that break down stereotypes and start conversations that motivate change. • We are partnering with organizations that share our commitment to addressing gender bias such as the Association of National Advertisers, CARE, Global Citizen, Save the Children, Sesame Workshop, UN Women, Women in the World and World Vision. • P&G’s #WeSeeEqual video was viewed millions of times in more than 180 countries and was named one of the most inclusive ads of 2017 by The Association of National Advertisers. Environmental Sustainability • We were included on Corporate Responsibility Magazine’s 100 Best Corporate Citizens List, the MSCI Sustainability Index, and the FTSE4Good Index. • P&G joined as a founding member of the Climate Leadership Council. • We received a Climate Leadership Award for Organizational Leadership from the U.S. EPA. 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. Design: Madison Design Citizenship at P&G We believe in, and have publicly committed to, doing what’s right and being a good corporate citizen. We focus our efforts across a number of areas. To learn more about how our Citizenship efforts are a force for good and a force for growth, visit us at www.pg.com/citizenship. ETHICS & CORPOR ATE RESPONSIBILIT Y We define being a good corporate citizen as improving transparency, building collaborative partnerships, respecting human and labor rights, doing the right thing, and sourcing responsibly. COMMUNIT Y IMPACT We’re focused on improving and serving the communities where we live and work through our products, our people and our passion. DIVERSIT Y & INCLUSION We aspire to be as diverse as the people who use our products. The more we reflect the diversity of our consumers, the better equipped we are to understand and serve them. GENDER EQUALIT Y We’re working to build a better world for all of us — inside and outside of P&G — free of gender bias, with equal representation and an equal voice for women and men … a world where everyone sees equal. ENVIRONMENTAL SUSTAINABILIT Y Our goal is to enable consumers to make more sustainable choices. We have integrated sustainability throughout our business practices, operations, innovation, brand building and culture. Explore the digital version of the 2017 P&G Annual Report at www.pg.com/annualreport2017 © 2017 Procter & Gamble 00387132 

Continue reading text version or see original annual report in PDF format above