2019
Annual
Report
Table of Contents
Letter to Shareowners
P&G’s 10-Category Portfolio
Noticeable Superiority
Constructive Disruption
Form 10-K
Company and
Shareholder Information
i
ii
vi
x
xv
73
FINANCIAL HIGHLIGHTS (UNAUDITED)
Amounts in billions, except per share amounts
Net Sales
Operating Income
Net Earnings Attributable to P&G
Measures Not Defined by
U.S. GAAP
Company Leadership
Board of Directors
Recognition and Commitments
74
76
77
78
Citizenship at P&G
Inside Back Cover
2019
2018
2017
2016
2015
$67.7
$66.8
$65.1
$65.3
$70.7
$5.5
$3.9
$13.4
$13.8
$13.3
$9.8
$15.3
$10.5
$11.1
$7.0
Net Earnings Margin from Continuing Operations
5.9%
14.8%
15.7%
15.4%
11.7%
Diluted Net Earnings per Common Share from Continuing Operations 1
$1.43
$3.67
$3.69
$3.49
$2.84
Diluted Net Earnings per Common Share 1
$1.43
$3.67
$5.59
$3.69
$2.44
Core Earnings per Share 2
Operating Cash Flow
$4.52
$4.22
$3.92
$3.67
$3.76
$15.2
$14.9
$12.8
$15.4
$14.6
Dividends per Common Share
$2.90
$2.79
$2.70
$2.66
$2.59
2019 NET SALES BY
BUSINESS SEGMENT 3
2019 NET SALES BY
GEOGR APHIC REGION
Fabric & Home Care
33%
Baby, Feminine & Family Care
27%
Beauty
Health Care
Grooming
19%
12%
9%
North America 4
Europe
Asia Pacific
Greater China
India, Middle East
& Africa (IMEA)
Latin America
45%
23%
10%
9%
7%
6%
(1) Diluted net earnings per common share are calculated based on net earnings attributable to Procter & Gamble.
(2) Core EPS is a measure of the Company’s diluted net earnings per common share from continuing operations adjusted for certain items not viewed as part
of our sustainable results. Please see page 74 of the Annual Report for detail on the reconciling items.
(3) These results exclude net sales in Corporate.
(4) North America includes the United States, Canada, and Puerto Rico.
VARIOUS STATEMENTS IN THIS ANNUAL REPORT, including estimates, projections, objectives and expected results, are “forward-looking statements” within
the meaning of the Private Securities 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 in Item 1A – Risk Factors of the Form 10-K included in
this Annual Report. We undertake no obligation to update or revise publicly any forward-looking statements.
Dear Shareowners,
In fiscal year 2019, P&G met
or exceeded each of our core
financial goals — organic sales
growth, core earnings per share
growth and adjusted free cash
flow productivity — all while
improving market share and
generating leadership levels of
shareholder value creation.
Organic sales grew 5%. This was above our going-in
estimate and represents significant improvement,
with sales by quarter improving sequentially from
4% to 4% to 5% to 7%.
Core earnings per share were $4.52, up 7% versus
last year and toward the high end of our target range.
Foreign exchange was an 8% after-tax earnings
headwind. On a constant currency basis, core earnings
per share were up 15%. All-in GAAP earnings per share
were down versus year ago, reflecting a one-time,
non-cash accounting charge to reduce the carrying
value of the Gillette Shave Care business.
Our free cash flow results were very strong. Adjusted
free cash flow was $12.1 billion, with adjusted free
cash flow productivity of 105% — well above our
going-in target.
FISCAL YEAR 2019
5%
7%
105%
Organic Sales
Core EPS
Adjusted Free
Cash Flow
Productivity
FISCAL YEAR 2019 ORGANIC SALES
Growing in:
9/10
All 6
Global Categories
Geographic Regions
Growth was broad-based in fiscal year 2019 across
product categories, geographies and the key
components of top-line growth — volume, price
and mix.
Nine of our 10 global categories grew organic sales
with Skin & Personal Care up mid-teens; Fabric Care,
Home Care, Feminine Care and Personal Health Care
all up high single digits; and Oral Care and Family Care
up mid-single digits.
All six of our regions grew organic sales with all 15 of our
top markets growing or holding sales. We continue to
make progress in our largest markets. In the U.S., sales
grew 4%, including 7% in the last quarter. This is after
averaging about 1% over the past three fiscal years. In
Greater China, we grew 10% with double-digit growth
across our Fabric Care, Feminine Care, and Skin &
Personal Care categories.
In addition, P&G’s global e-commerce organic sales
grew 25% for the year, accounting for about 8% of
our total sales.
This breadth of top-line growth across categories,
countries and components provides confidence in
our ability to grow at or above market growth rates
going forward.
ii • The Procter & Gamble Company
Our strong market share trends support this. Eight of 10
global categories held or grew value share and 33 of our
top 50 country/category combinations held or grew
share, up from 26 last fiscal year, 23 in fiscal 2017 and
just 17 in fiscal 2016.
TOP 50 COUNTRY/CATEGORY COMBINATIONS
GROWING OR HOLDING MARKET SHARE
33
26
23
17
FY16
FY17
FY18
FY19
We returned $12.5 billion of cash to shareowners
through a combination of share repurchases and
dividends. We announced a 4% increase in the
dividend — the 63rd consecutive annual increase and
the 129th consecutive year in which P&G has paid a
dividend. P&G is one of only 10 U.S. companies to pay
a dividend for more than 120 consecutive years, and
only three U.S. companies have increased dividends
more consecutive years than P&G.
RETURNING VALUE TO SHAREHOLDERS
P&G’s
10-Category
Portfolio
We’ve focused and strengthened
P&G's portfolio in daily-use categories
where product performance drives
brand choice, and in categories
where we have a number one or two
share position — categories that have
historically grown faster than the
balance of the Company and have
done so more profitably.
HEALTH CARE
129
years
63
years
$135+
billion
Personal Health Care
Of dividend
payments
Of dividend
increases
Value returned to
shareholders
(past decade)*
* Through dividend payments and share repurchases/exchanges combined
Oral Care
FABRIC AND HOME CARE
The Procter & Gamble Company • iii
BABY AND FEMININE CARE
Fabric Care
Baby Care
Home Care
Feminine Care
BEAUTY
FAMILY CARE AND P&G VENTURES
Hair Care
Family Care
GROOMING
Skin & Personal Care
Grooming
iv • The Procter & Gamble Company
The benefits of the portfolio choices we made a
While we’re making good progress, we still have work
few years ago are clearly paying out — focusing and
to do to deliver sustained, strong results — balanced
strengthening our portfolio in daily-use categories
top- and bottom-line growth and value creation. We
where performance drives brand choice — in categories
know we need to continue to raise the bar to keep our
where we occupy a number one or two share position,
momentum going.
which have historically grown faster than the balance
of the Company and done so more profitably. Daily-use
We are focused on winning with consumers. That’s job
categories are important to our retail partners as they
#1 — winning with consumers and shoppers through
drive shopping trips and consumer loyalty is often
superiority, fueled by productivity, and delivered by an
higher. We’re selectively strengthening our portfolio
empowered, agile and accountable organization that is
with acquisitions designed to augment our current
driving constructive disruption across the entire value
offerings. For example, we completed the acquisition
chain in our industry.
of the Merck KGaA Consumer Health business, which
significantly enhances our international presence in
personal health care.
Altogether, it was a good year with much-improved
organic sales and share growth, strong constant
currency core earnings per share growth, and a
Superiority to Win
with Consumers
continued, best-in-class track record of cash return
Our strategy starts with noticeable superiority across
to shareowners. All of this was delivered while working
all elements of our consumer proposition — products,
to address several category-specific challenges and in
packaging, brand communication, retail execution
a difficult external environment, characterized by
(in-store and online), and consumer and customer value.
volatile and challenging government policies, retail
transformation, rising input and transportation costs,
This strategic choice is holistic. It recognizes that
and highly capable competition.
consumers don’t focus on one element of a brand
only. Consumers interact with the whole brand — the
product, package, what we say and how they feel about
the brand, how they experience it in the store or online,
and whether it truly creates value versus the alternatives
he or she has. When these elements are taken together,
they drive category growth, prevent commoditization,
and provide the basis to build sustainable competitive
advantage. Notably, when we deliver superiority on four
or more of the five vectors, we drive all business success
metrics: sales, profit, value share, household penetration
and category growth.
Category growth is an important point of emphasis.
Category growth leads to sales growth that is typically
more sustainable than simply taking business from a
competitor, and it creates a winning proposition for
our retail partners. Importantly, where we grow our
categories we disproportionately and sustainably
build share.
Take P&G U.S. Fabric Care: over the last 40 years, we’ve
grown sales by five times. That’s 500% in a market that
has grown 400%. Category growth has been the main
driver of P&G’s growth, which we’ve achieved through
industry-leading superiority. As a result, our share of the
U.S. laundry category has grown five points.
We completed the acquisition of the Merck KGaA Consumer
Health business, which significantly enhances our international
presence in personal health care.
The Procter & Gamble Company • v
The Procter & Gamble Company • v
FIVE ELEMENTS OF SUPERIORITY
SUPERIOR PRODUCTS
Products so good, consumers
recognize the difference.
SUPERIOR PACKAGING
Packaging that attracts
consumers, conveys brand
equity, helps consumers
select the best product for
their needs, and delights
consumers during use.
SUPERIOR BRAND
COMMUNICATION
Product and packaging benefits
communicated with exceptional
advertising that makes you
think, talk, laugh, cry, smile,
act and buy — and that drives
category and brand growth.
SUPERIOR RETAIL
EXECUTION
In-store: with the right store
coverage, product forms, sizes,
price points, shelving and
merchandising. Online: with
the right content, assortment,
ratings, reviews, search and
subscription offerings.
SUPERIOR CONSUMER
& CUSTOMER VALUE
For consumers: all these
elements presented in a
clear and shoppable way at
a compelling price. For
customers: margin, penny
profit, trip generation, basket
size, and category growth.
There are many examples of P&G brands driving
category growth in key markets, including Tide/Ariel
PODS, Gain Flings, Downy/Lenor Scent Beads, Cascade/
Fairy Platinum ActionPacs, Bounty paper towels, SK-II
skin care, Always Radiant, Always Discreet, Pampers
Pure Protection, Oral-B GENIUS, Gillette SkinGuard
and Vicks VapoCOOL, among others. The point is,
superiority works, and it drives category growth.
One element of superiority we’ve put a lot of work
against is retail execution, and it’s paying off. P&G is
ranked #1 globally in the 2018 Advantage Report, an
independent retailer assessment of manufacturers.
While we appreciate this recognition, what really
matters is retailers’ improved view of P&G as a partner
in joint value creation, which leads to stronger
distribution, share of shelf, display and feature.
We will continue to increase the quality of our
execution and to extend our margin of advantage
across all elements of superiority, which requires
ongoing investment.
vi • The Procter & Gamble Company
vi • The Procter & Gamble Company
Noticeable
Superiority to Win
with Consumers
Together, these five elements drive
category growth, prevent commoditization
and provide the basis to build sustainable
competitive advantage.
See more examples at
www.pg.com/annualreport2019
SUPERIOR
PACKAGING
Olay CELLSCIENCE
Olay CELLSCIENCE’s super-peptide
formula and prestige-inspired
packaging was specifically designed for
China’s discerning beauty consumers,
who shop in one of the world’s most
contested, premium skin care markets.
This consumer-led innovation helped
Olay deliver two consecutive years of
strong double-digit organic sales
growth in China.
SUPERIOR
PRODUCTS
Ariel and Tide PODS
Our latest upgrade to Ariel and
Tide PODS delivers excellent results
in a quick and cold wash — both a
performance and a sustainability
benefit. Globally, we’re growing
organic sales of liquid laundry
packets double digits, leading
growth of the overall laundry
detergent category.
SUPERIOR BRAND
COMMUNICATION
SK-II
SK-II has grown organic sales double
digits for four consecutive years by forging
human connections with consumers
through disruptive brand building and
bold storytelling like the #BareSkinProject.
It celebrates the beauty of bare skin —
powered by SK-II and PITERA — to combat
the belief of nearly half of women
who say they must wear makeup to
feel confident.
Bounty
Bounty — the “Quicker Picker Upper” —
has consistently increased its margin of
superiority, with proprietary technology
that delivers strength and is 2x more
absorbent vs. the leading ordinary
brand. The category grew mid-single
digits in fiscal 2019 with Bounty’s North
America organic sales growing mid-
single digits and share growing over
half a point.
The Procter & Gamble Company • vii
The Procter & Gamble Company • vii
SUPERIOR RETAIL
EXECUTION
Advantage Report
Customers recognize our efforts in
retail execution. For the fourth year
in a row, P&G has been ranked the #1
manufacturer globally. We’ve reached
#1 in each key performance area in
this independent retailer assessment:
strategic alignment, people, category
development, consumer marketing,
trade & shopper marketing, supply
chain and customer service.
Scent Beads
Our scent beads packaging shows
the product and communicates the
scent benefit with a distinctive and
appealing “squeeze scent-release.”
Scent beads are driving category
growth of fabric enhancers, with
P&G’s scent beads growing strong
double digits since launch over
five years ago.
Pantene
In Spain, Pantene is leveraging
shelf sets that have been successful
in Latin America, featuring hair
treatments and conditioners in
golden bottles to encourage a
regimen. Where executed, category
growth has nearly doubled, led by
Pantene’s high single-digit organic
sales growth in Spain in fiscal 2019.
SUPERIOR CONSUMER
& CUSTOMER VALUE
Crest
From Crest Complete with a great
Crest clean, to super-premium Crest
Gum Detoxify, our toothpastes
provide consumers with superior
value. In fiscal 2019, P&G toothpaste
and the overall category grew mid-
single digits globally, led by P&G
super-premium paste.
Dawn
Our Dawn hand dishwashing brand
is using messaging that responds
directly to consumer insights. Brand
communication explains how to use
the product and highlights features
and benefits that help get the job
done, contributing to Dawn's U.S.
organic sales growth in fiscal 2019
and one point of share growth.
Always Discreet
Always Discreet breaks the tradeoff
between protection and comfort.
Consumers see the value — from
liners, pads and underwear to
super-premium Boutique that looks
and feels more like real underwear.
Category penetration is up more than
50% since launch, and we’re creating
retailer value via category growth.
Manufacturer Globally Ranked by retailers across 7 key performance areas viii • The Procter & Gamble Company
SUPPLY CHAIN
TRANSFORMATION
We’re generating savings with
more cost-effective multi-category
manufacturing sites in geographically
strategic locations — like our state-
of-the-art plant that opened in fiscal
2019 in West Virginia.
MEDIA SAVINGS
We’re eliminating substantial
waste in the media supply
chain — savings we can take to
the bottom line or reinvest to
reach more people. Over the last
five years, we delivered $1 billion
of savings in agency fees and
ad production costs — and we
see more savings potential in
these areas.
Productivity to
Fuel Investments
We constantly need to drive productivity to fuel
investments in superiority and to drive balanced top-
and bottom-line growth, including margin expansion.
We’re now just past the midpoint of our second
five-year productivity program and remain on track
to deliver up to another $10 billion in savings.
Over the last few years, we made major investments
to ensure our supply chain remains a competitive
advantage. We’re creating a synchronized network
based on real-time demand signals to serve the
evolving needs of consumers and customers. Savings
will be generated through areas such as more
cost-effective multi-category manufacturing
sites in geographically strategic locations as well as
automating and digitizing these sites to minimize
cost and maximize flexibility.
The Procter & Gamble Company • ix
We’re eliminating substantial waste in the media supply
We’re pursuing external partnerships to monetize
chain, delivering $1 billion of savings in agency fees and
P&G innovation, creating revenue streams that can
ad production costs over the last five years. We see
be reinvested back in game-changing technologies
more savings potential in these areas, along with more
needed to create winning brands.
efficiency and effectiveness in media delivery.
In brand building, we’re leading disruption by moving
We’re driving cost and cash productivity with significant
from wasteful mass marketing to mass one-to-one
progress in all areas of working capital. Over the past
brand building fueled by data and technology.
five years, we’ve reduced accounts receivable days
outstanding, cut inventory days on hand and increased
We’re transforming our supply chain and the way we
accounts payable days outstanding, enabling us to fund
work by encoding market, human and supply chain
capital spending needed to transform our global supply
behavior and strategies into algorithms using advanced
chain, while growing our dividend and maintaining an
capabilities and analytics.
active share repurchase program.
Through our productivity efforts, P&G has maintained
capture data and unique insights to solve business
and built our status as a highly profitable company.
problems, and we’re embedding these skills in the
In fact, over the last 10 years P&G has generated more
businesses to help accelerate results.
We’re embracing digitization and data analytics to
operating profit and cash than 98% of publicly
listed companies around the world, and only three
The constructive disruption we’re leading in all areas
companies have returned a higher percentage of
of the value chain is critical to our future success in this
cash to shareowners.
dynamic world.
Constructive Disruption
Across the Value Chain
Superiority and productivity are critical, but not
sufficient to keep us ahead in a world with a rapidly
changing retail landscape, quickly evolving consumer
needs, a transforming media ecosystem, and
revolutionary changes in technology.
To win in this environment, we must lead the
constructive disruption of our industry across all areas
of the value chain: innovation, brand building, supply,
and digitization and data analytics.
We’re disrupting the way we innovate by accelerating
the speed and quality of our learning through lean
innovation, which is delivering significant benefits in
time and cost, helping to reduce our learning cycles
from months to days.
x • The Procter & Gamble Company
x • The Procter & Gamble Company
Constructive
Disruption
To win in today’s dynamic world, we
must lead the constructive disruption
of our industry across all areas of
the value chain: innovation, brand
building, supply, and digitization
& data analytics.
INNOVATION
Lean Innovation
We’re accelerating learning
speed and quality and
delivering significant benefits
in time and cost. We used lean
innovation to bring Pampers
Pure Protection diapers to
market in half the time — it’s
now a share leader in tracked
channels in the U.S. naturals
diaper and wipe segment.
MAKE
RECLAIM
COLLECT
RECYCLE
Monetizing Technology
Making P&G innovations
available to others can both
increase societal value and
create revenue streams that can
be reinvested back into creating
winning brands. We licensed to
PureCycle Technologies a P&G
technology that restores used
polypropylene to “virgin-like”
quality, helping to revolutionize
an industry that reduces waste
to landfill.
Brand Creation Innovation
Our startup studio P&G Ventures
works with entrepreneurs to
create brands in new business
categories for P&G. A partnership
with M13 Launchpad will use
external start-up capabilities
and funding to help accelerate
growth of select P&G
Ventures brands.
BRAND BUILDING
Reinventing Brand Building
We're reinventing brand building
from wasteful mass marketing to
mass one-to-one brand building
fueled by data and technology,
reinventing advertising from
mass clutter to ads consumers
look forward to, and reinventing
agency partnerships to transform
creativity and get our hands on
the keyboard.
The Procter & Gamble Company • xi
Neighborhood Analytics
Data and analytics are helping
us optimize distribution,
merchandising, shelf sets,
and targeted sampling and
marketing — for a better consumer
experience and category growth.
DIGITIZATION &
DATA ANALYTICS
Oral-B GENIUS X
Electric Toothbrush
We’re enabling a superior consumer
experience personalized through
data. Oral-B GENIUS X with Artificial
Intelligence offers personalized
feedback on the areas that require
more attention when brushing, for
better oral health via the Oral-B app.
SUPPLY CHAIN
Supply Chain Transformation
We’re creating a synchronized
network based on real-time demand
signals to serve consumers and
customers. In Europe multi-category
distribution and manufacturing
operations in optimum locations
are redefining customer order lead
times. And our U.S. mixing centers
put 80% of shipments within 24
hours of retailers.
xii • The Procter & Gamble Company
We are making organization structure and
culture changes to better position us to win.
New structure
operating through six
industry-based SBUs
Provide greater clarity
on responsibilities
& reporting lines
Strengthen
leadership accountability
Enable P&G people to
accelerate growth &
value creation
Empowered, Agile
and Accountable
Organization and Culture
In each Focus Market, Market Operations works across
the six SBUs on scaled market services and capabilities,
including customer teams, transportation, warehousing,
logistics and representing P&G externally.
The rest of the world is organized into Enterprise
Markets — a separate unit with sales, profit and value
We must be, and are, willing to change anything and
creation responsibility. The SBUs provide innovation
everything needed to win, including our organization
plans, supply plans and operating frameworks for the
design and culture. The only things we will not change
Enterprise Markets to deliver these mutually agreed
are our Purpose, Values and Principles and our
commitment to winning and delivering results.
business goals. Enterprise Markets are important to the
future of P&G because of their attractive market growth
rates, and the intent is to accelerate this growth and
Over the last few years we made several changes to our
value creation. To be clear, we’re committed to winning
organization such as supplementing our internal talent
everywhere we choose to compete across both Focus
with skilled, experienced external hiring, and improving
and Enterprise markets.
category dedication and mastery. We’ve also given
more end-to-end selling and supply responsibility to
Supporting the SBUs, Market Operations and Enterprise
business units in large markets like the U.S. and China,
Markets are key corporate resources focused on scaled
and more freedom to operate within a framework in
services, governance, stewardship and areas requiring
smaller markets.
high mastery.
We’ve learned a lot over the last two years while
We see important benefits from these changes. There
operating with this new approach and it’s contributing
is more focus on the most important markets, and
to stronger results, giving us the confidence to
move forward more broadly with changes to our
organization structure.
modestly faster growth in these markets will create
significant value. Having dedicated Enterprise Market
leaders closer to their markets, and giving them more
freedom to operate, enables them to more quickly deal
On July 1, 2019, we began to operate through six industry-
with challenges and take advantage of opportunities.
based Sector Business Units or SBUs: Fabric and Home
And, we have a much simpler management structure
Care, Baby and Feminine Care, Family Care and P&G
and reporting lines.
Ventures, Beauty, Grooming, and Health Care. We
manage our 10 product categories within these SBUs.
This new structure enables a more empowered, agile
and accountable organization to accelerate growth
The SBUs have sales, profit, cash and value creation
and value creation.
responsibility for our largest and most profitable
markets, called Focus Markets — accounting for about
80% of Company sales and 90% of after-tax profit.
The Procter & Gamble Company • xiii
Citizenship Built into
Business Results
We recently made a new commitment to reduce use
of virgin petroleum plastic in our packaging by 50% by
2030. We estimate this will avoid the use of more than
300,000 tons of virgin plastic.
We’ve built Citizenship into our business, and it’s not
Collaboration is key to driving transformative
only doing good, it’s building trust and equity with
sustainability solutions. For example, we’ve helped
consumers, and driving growth and value creation for
start and have a leadership role in the Alliance to End
shareholders — a force for good and a force for growth.
Plastic Waste, which advances innovative solutions to
end plastic waste in the environment, especially in the
We continue to lead in each of our areas of Citizenship:
oceans. We also invested in and helped to promote
Community Impact, Diversity & Inclusion, Gender
Loop, a circular shopping platform where consumers
Equality and Environmental Sustainability, all executed
can order their favorite products in durable, reusable
with a strong focus on Ethics & Corporate Responsibility.
packaging and return them to be cleaned and refilled
again and again.
In Community Impact, our Children’s Safe Drinking
Water Program achieved its 2020 goal of providing
Everything we do is built on a strong foundation of
more than 15 billion liters of clean water to communities
Ethics & Corporate Responsibility — doing what’s right
in need and set a new goal to deliver 25 billion liters by
and being a good corporate citizen. This builds trust
2025. And, year after year, P&G is there when disasters
with consumers and stakeholders — trust that P&G’s
strike, working hand in hand with partners to deliver
products will deliver the value and quality our brands
the comforts of home when people need them most.
promise, and trust that P&G conducts business ethically,
The P&G Children’s Safe Drinking Water
Program has achieved its 2020 goal of
providing more than 15 billion liters of
clean water to communities in need, and
we've set a new goal to deliver 25 billion
liters by 2025. Our retail partners are
helping us engage consumers and bring
the “1 product = 1 liter of clean water”
campaign to shoppers around the world.
in compliance with the law and consistent with our
Purpose, Values and Principles.
With our global reach, understanding of consumers,
innovation, brands and supply chain, we have a
unique ability to make a positive difference for
our consumers, our society and our world —
and we can do so while delighting
consumers and growing our business.
Through our Diversity & Inclusion and Gender Equality
efforts, we’re using our reach and voice in advertising
and media to promote equality, diversity and inclusion.
Studies from the Association of National Advertisers’
#SeeHer initiative confirm that gender-equal ads
perform 26% higher in sales growth, so it’s no surprise
that some of P&G’s best-performing brands have the
most gender-equal, diverse and inclusive campaigns,
including SK-II, Olay, Tide, Dawn, Swiffer and Ariel.
In Environmental Sustainability, we aim to have
a positive impact on the environment by
promoting responsible supply and
consumption through our
brands, supply chain,
society and employees.
xiv • The Procter & Gamble Company
Consistent and
Sustainable
Balanced Growth
and Value Creation
We define winning as delivering consistent and
sustainable balanced growth and value creation.
We’re making real progress in our efforts to achieve
this goal, but we still have work to do.
Next year, we expect to continue our positive
momentum with organic sales growth of 3% to 4%,
core earnings per share growth of 4% to 9% and 90%
or better free cash flow productivity. This guidance
range takes into account current market growth rates
with a bias toward continued share growth. We also
expect to pay over $7.5 billion in dividends and
repurchase $6 to $8 billion of common shares.
Delivering these targets requires that we continue
to drive even more focus on our strategic choices
to win with consumers. The choices we’ve made
to establish and extend superiority of our brands;
to drive productivity savings to fund investments for
growth and enhance our industry-leading margins;
to lead constructive disruption across the value chain;
and to simplify our organization structure and increase
accountability are making a positive difference in our
results. Importantly, these choices are not independent
strategies. They reinforce and build on each other
and include a strong commitment to social and
environmental Citizenship efforts built into the business.
They position us well to deal with near-term challenges
from macroeconomic headwinds, trade transformation
and anticipated competitive response. Together, they
are the foundation for stronger, balanced top- and
bottom-line growth and value creation over the short,
mid- and long term.
That’s our commitment to you, our shareowners —
sustainable, market-growing, value-creating growth
achieved through superior brands and products that
delight consumers and improve their lives. That’s our
Purpose and that’s what the women and men of P&G
are focused on every day.
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, 2019
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
Trading Symbol
Name of each exchange on which registered
Common Stock, without Par Value
4.125% EUR notes due December 2020
0.275% Notes due 2020
2.000% Notes due 2021
2.000% Notes due 2022
1.125% Notes due 2023
0.500% Notes due 2024
0.625% Notes due 2024
1.375% Notes due 2025
4.875% EUR notes due May 2027
1.200% Notes due 2028
1.250% Notes due 2029
1.800% Notes due 2029
6.250% GBP notes due January 2030
5.250% GBP notes due January 2033
1.875% Notes due 2038
PG
PG20A
PG20
PG21
PG22B
PG23A
PG24A
PG24B
PG25
PG27A
PG28
PG29B
PG29A
PG30
PG33
PG38
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
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 every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes
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.
No
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 $226 billion on December 31, 2018.
There were 2,502,259,668 shares of Common Stock outstanding as of July 31, 2019.
Documents Incorporated by Reference
Portions of the Proxy Statement for the 2019 Annual Meeting of Shareholders, which will be filed within one hundred and twenty days of the fiscal year
ended June 30, 2019 (2019 Proxy Statement), are incorporated by reference into Part III of this report to the extent described herein.
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
Information about our Executive Officers
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: Merck Acquisition
Note 15: Quarterly Results (Unaudited)
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
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.
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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 products of superior quality and value to improve the
lives of the world's consumers, now and for generations to
come. 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 EQ Shareowner Services, 1100 Centre Pointe
Curve, Suite 101, Mendota, MN 55120-4100.
Financial Information about Segments
Information about our reportable segments can be found in the
MD&A and Note 2 to our Consolidated Financial Statements.
Narrative Description of Business
Business Model. Our business model relies on the continued
growth and success of existing brands and products, as well as
the creation of new innovative 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 through numerous channels as well as direct-to-
consumer. Our growth strategy is to deliver meaningful and
noticeable superiority in all elements of our consumer
proposition - product, packaging, brand communication, retail
execution and value equation. We use our research and
development and consumer insights to provide superior
products and packaging. We utilize our marketing and online
presence to deliver superior brand messaging to our consumers.
We work collaboratively with our customers to deliver superior
retail execution, both in-store and online. In conjunction with
the above elements, we provide superior value to consumers
and our retail customers, in each price tier where we compete.
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,
e-commerce, grocery stores, membership club stores, drug
stores, department stores, distributors, wholesalers, baby
stores, specialty beauty stores, high-frequency stores and
pharmacies. We also sell direct to consumers. Sales to Walmart
Inc. and its affiliates represent approximately 15% of our total
sales in 2019 and 2018 and 16% in 2017. No other customer
represents more than 10% of our total sales. Our top ten
customers accounted for approximately 36% of our total sales
in 2019 and 2018, and 35% in 2017. The nature of our business
does not result in 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 whom are single-source suppliers. We
produce certain raw materials, primarily chemicals, for further
use in the manufacturing process. In addition, fuel, natural gas
and derivative products are important commodities consumed
in our manufacturing process and in the transportation of input
materials and finished products 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.
In part, our success can be attributed to the existence and
continued protection of these trademarks, patents and licenses.
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 our 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.
Expenditures for Environmental Compliance. Expenditures
for compliance with federal, state and local environmental laws
2 The Procter & Gamble Company
and regulations are fairly consistent from year to year and are
not material to the Company. No material change is expected
in fiscal year 2020.
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. The number of employees is not
restated to exclude employees of discontinued operations.
2019
2018
2017
2016
2015
2014
Total Number of Employees
97,000
92,000
95,000
105,000
110,000
118,000
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 more than fifty percent 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, including changes to tariffs and existing
trade policies and agreements, could adversely affect our
results. See also the Results of Operations and Cash Flow,
Financial Condition and Liquidity sections of the MD&A and
Note 9 to our Consolidated Financial Statements.
We also have businesses and maintain local currency cash
balances in a number of countries with currency exchange,
import authorization, pricing or other controls or restrictions,
such as Nigeria, Algeria, Egypt and Turkey. 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; the deterioration of
economic relations between countries or regions, including
potential negative consumer sentiment toward non-local
products or sources; or the inability to conduct day-to-day
transactions through our financial intermediaries to pay funds
to or collect funds from our customers, vendors and suppliers.
Additionally, 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 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.
loss or
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,
increasing severity or frequency of extreme weather events due
to climate change or otherwise, 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.
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
respond to competitive moves and changing consumer habits
could compromise our competitive position and adversely
impact our results.
The Procter & Gamble Company 3
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, which may result in challenges in maintaining
profit margins. To address these challenges, we must be able
to successfully respond to competitive factors and emerging
retail trends, including pricing, promotional incentives,
product delivery windows and trade terms. In 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, ease of competitive
entry into certain categories, and growth in hard discounter
channels. Failure to successfully respond to competitive
factors and emerging retail trends, and effectively compete in
growing sales channels and business models, particularly e-
commerce and mobile commerce applications, 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, e-commerce, grocery stores, membership
club stores, drug stores, department stores, distributors,
wholesalers, baby stores, specialty beauty stores, 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 or shelf space of our products as a
result of increased offerings of private label brands and generic
non-branded products or for other reasons, significantly tighten
product delivery windows or experience a significant business
disruption.
If the reputation of the Company or one or more of our
brands erodes significantly, it could have a material impact
on our financial results.
The 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
4 The Procter & Gamble Company
one of our brands suffers substantial harm to its reputation due
to a significant product recall, product-related litigation,
defects or impurities in our products, product misuse, changing
consumer perceptions of certain ingredients or environmental
impacts, 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, environmental
impacts or similar matters, sentiments toward the Company or
our products could be negatively impacted and our financial
results could suffer. Our Company also devotes time and
resources to citizenship efforts that are consistent with our
corporate values and are designed to strengthen our business
and protect and preserve our reputation, including programs
driving
strong
corporate
communities, diversity and inclusion, gender equality 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.
responsibility,
ethics
and
Due to the scale and scope of our business, we must rely on
relationships with third parties, including our suppliers,
contract manufacturers, distributors, contractors, commercial
banks, joint venture partners and external business partners,
for certain functions. If we are unable to 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
information security or operational technology
incident, including a cybersecurity breach, or the failure
of one or more key information or operations technology
systems, networks, hardware, processes, and/or 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.
As part of the Company’s regular review of potential risks, we
maintain an information and operational technology (“IT/OT”)
risk management program that is primarily supervised by
information technology management and reviewed by internal
cross-functional stakeholders. As part of this program,
analyses of emerging cybersecurity threats as well as the
Company’s plans and strategies to address them are regularly
prepared and presented to senior management, the Audit
Committee and the Board of Directors. Despite our policies,
procedures and programs,
this IT/OT risk
management program, we may not be effective in identifying
and mitigating every risk to which we are exposed.
including
We rely extensively on IT/OT systems, networks and services,
including internet and intranet sites, data hosting and
processing facilities and technologies, physical security
technical
systems and other hardware, software and
applications and platforms, many of which are managed,
hosted, provided and/or used by third parties or their vendors,
to assist in conducting our business. The various uses of these
IT/OT 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, including
such data from persons covered by an expanding
landscape of privacy and data regulations, such as citizens
of the European Union who are covered by the General
Data Protection Regulation (“GDPR”);
summarizing and reporting results of operations,
including financial reporting;
•
• managing our banking and other cash liquidity systems
•
•
•
•
•
and platforms;
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.
Numerous and evolving information security threats, including
advanced persistent cybersecurity threats, pose a risk to the
security of our services, systems, networks and supply chain,
as well as to the confidentiality, 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 assess potential threats and vulnerabilities and make
investments seeking to address them, including ongoing
monitoring and updating of networks and systems, increasing
specialized information security skills, deploying employee
security training, and updating security policies for the
Company and its third-party providers. However, because the
techniques, tools and tactics used in cyber-attacks frequently
change and may be difficult to detect for periods of time, we
may face difficulties in anticipating and implementing
adequate preventative measures or fully mitigating harms after
such an attack.
Our IT/OT databases and systems and our third-party
providers’ databases and systems have been, and will likely
continue to be, subject to advanced computer viruses or other
malicious codes, ransomware, unauthorized access attempts,
denial of service attacks, phishing, social engineering, hacking
and other cyber-attacks. Such attacks may originate from
outside parties, hackers, criminal organizations or other threat
actors, including nation states. In addition, insider actors-
malicious or otherwise-could cause technical disruptions and/
or confidential data leakage. 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
material breaches, operational incidents or other breakdowns
to our or our third-party providers’ IT/OT databases or systems.
Periodically, we also need to upgrade our IT/OT systems or
adopt new technologies. If such a new system or technology
does not function properly or otherwise exposes us to increased
cybersecurity breaches and failures, it could affect our ability
to order materials, make and ship orders, and process payments
in addition to other operational and information integrity and
loss issues. Further, if the IT/OT systems, networks or service
providers we rely upon fail to function properly or cause
operational outages or aberrations, or if we or one of our third-
party providers suffer significant unavailability of key
operations, or inadvertent disclosure of, lack of integrity of, or
loss of our sensitive business or stakeholder information, due
to any number of causes, ranging from catastrophic events or
power outages to improper data handling, security incidents or
employee error or malfeasance, and our business continuity
plans do not effectively address these failures on a timely basis,
we may be exposed to reputational, competitive, operational,
financial and business harm as well as litigation and regulatory
action. The costs and operational consequences of responding
to the above items and implementing remediation measures
could be significant and could adversely impact our results.
Changing political conditions could adversely impact our
business and financial results.
Changes in the political conditions in markets in which we
manufacture, sell or distribute our products may be difficult to
predict and may adversely affect our business and financial
the United Kingdom’s pending
results. For example,
withdrawal from the European Union ("Brexit") 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, capital and people. In addition,
results of elections, referendums or other 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, capital and people between countries and other
matters. The potential implications of such uncertainty, which
include, among others, exchange rate fluctuations, tariffs, trade
barriers 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 the countries in which we do business, including those
laws and regulations involving intellectual property, product
The Procter & Gamble Company 5
liability, product composition or formulation, packaging
content or disposability, marketing, antitrust, data protection,
environmental (including climate, water, waste), employment,
anti-bribery, anti-corruption, tax, accounting and financial
reporting or other matters. Rapidly changing laws, regulations,
policies and related interpretations, as well as increased
enforcement actions, create challenges for the Company,
including our compliance and ethics programs, may alter the
environment in which we do business and may increase the
ongoing costs of compliance, which could adversely impact
our financial results. If we are unable to continue to meet these
challenges and comply with all laws, regulations, policies and
related interpretations, it could negatively impact our
reputation and our 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. Changes in the various tax laws can and
do occur. For example, the U.S. government enacted
comprehensive tax legislation commonly referred to as the Tax
Cuts and Jobs Act (the “U.S. Tax Act”). The changes included
in the U.S. Tax Act are broad and complex. The ongoing
impacts of the U.S. Tax Act may differ from the estimates
provided elsewhere in this report, possibly materially, due to,
among other things, changes in interpretations, any regulatory
guidance or legislative action to address questions that arise
or any updates or changes to estimates the Company has used
to calculate the impacts.
Additionally, longstanding international tax norms that
determine each country’s jurisdiction to tax cross-border
international trade are subject to potential evolution. An
outgrowth of the original Base Erosion and Profit Shifting
(“BEPS") project is a new project undertaken by the 129
the expanded OECD Inclusive
member countries of
Framework focused on "Addressing the Challenges of the
Digitalization of the Economy." The breadth of this project
extends beyond pure digital businesses and is likely to impact
all multinational businesses by potentially redefining
jurisdictional taxation rights. As this and other tax laws and
related regulations change or evolve, our financial results could
be materially impacted. Given the unpredictability of these
possible changes, it is very difficult to assess whether the
overall effect of such potential tax changes would be
cumulatively positive or negative for our earnings and cash
flow, but such changes could adversely impact our financial
results.
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
multiple businesses. Beauty products are manufactured at 24
of these locations; Grooming products at 19; Health Care
products at 21; Fabric & Home Care products at 39; and Baby,
Feminine & Family Care at 37. We own our Corporate
headquarters in Cincinnati, Ohio. We own or lease our principal
regional general offices in Switzerland, Panama, Singapore
and China. We own or lease our principal regional shared
service centers in Costa Rica, the United Kingdom and the
Philippines. Management believes that the Company's sites are
adequate to support the business and that the properties and
equipment have been well maintained.
Item 3. Legal Proceedings.
The Company is subject, from time to time, to certain legal
proceedings and claims arising out of our business, which
cover a wide range of matters, including antitrust and trade
regulation,
contracts,
environmental issues, patent and trademark matters, labor and
employment matters and tax. See Note 12 to our Consolidated
Financial Statements 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.
6 The Procter & Gamble Company
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 or dissolution of joint
ventures. Our financial results could also be impacted by
acquisitions or joint venture activities, such as the integration
of Merck KGaA's Consumer Health business acquired in fiscal
2019, 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, including as a result of integration and
collaboration challenges, 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
organizational change, including the move to a new
organizational structure in fiscal 2020, management transitions
at leadership levels of the Company and motivation and
retention of key employees, is critical to our business success.
Factors that may affect our ability to attract and retain sufficient
numbers of qualified employees include employee morale, our
reputation, competition from other employers and availability
of qualified personnel. Our success is dependent on
identifying, developing and retaining key employees to
provide uninterrupted leadership and direction for our
retaining
business.
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.
includes developing and
This
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
In the U.S., we own and operate 24 manufacturing sites located
in 18 different states. In addition, we own and operate 85
manufacturing sites in 37 other countries. Many of the
domestic and international sites manufacture products for
The names, ages and positions held by the Executive Officers of the Company on August 6, 2019, are:
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Name
Position
Age
First Elected to
Officer Position
The Procter & Gamble Company 7
David S. Taylor
Jon R. Moeller
Chairman of the Board, President and Chief Executive
Officer
Vice Chairman, Chief Operating Officer and Chief
Financial Officer
Steven D. Bishop
Chief Executive Officer - Health Care
Mary Lynn Ferguson-McHugh
Chief Executive Officer - Family Care and P&G Ventures
Carolyn M. Tastad
Group President - North America and Chief Sales Officer
Gary A. Coombe
Chief Executive Officer - Grooming
Kathleen B. Fish
Chief Research, Development and Innovation Officer
Fama Francisco
Chief Executive Officer - Baby and Feminine Care
M. Tracey Grabowski
Chief Human Resources Officer
Shailesh Jejurikar
Chief Executive Officer - Fabric and Home Care
R. Alexandra Keith
Chief Executive Officer - Beauty
Deborah P. Majoras
Chief Legal Officer and Secretary
Marc S. Pritchard
Chief Brand Officer
Valarie L. Sheppard
Controller and Treasurer and Executive Vice President -
Company Transition Leader
61
55
55
59
58
55
62
51
51
52
51
55
59
55
2013
2009
2016
2016
2014
2014
2014
2018
2018
2018
2017
2010
2008
2005
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
4/1/2019 - 4/30/2019
5/1/2019 - 5/31/2019
6/1/2019 - 6/30/2019
Total
Total Number of
Shares Purchased (1)
Average Price
Paid per Share (2)
5,739,213
6,125,301
4,567,568
16,432,082
$104.54
106.12
109.47
$106.50
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (3)
5,739,213
6,125,301
4,567,568
16,432,082
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 23, 2019, the Company stated that in fiscal year 2019 the Company expected to reduce outstanding shares through direct share
repurchases at a value of approximately $5 billion, 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 was $5.0 billion. The share repurchase plan ended on June 30, 2019.
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 129 consecutive years since its original incorporation in 1890 and has increased its dividend
for 63 consecutive years. Over the past five years, the dividend has increased at an annual compound average rate of 3%.
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
1959
1969
1979
1989
1999
2009
2019
$
0.02
$
0.04
$
0.10
$
0.19
$
0.57
$
1.64
$
2.90
The Procter & Gamble Company 9
Common Stock Information
P&G trades on the New York Stock Exchange under the stock symbol PG. There were approximately 3.3 million common stock
shareowners, including shareowners of record, participants in P&G stock ownership plans, participants in the P&G Direct Stock
firms, as of June 30, 2019.
Purchase Plan, and beneficial owners with accounts at banks and brokerage
Shareholder Return
The following graph compares the cumulative total return of P&G’s common stock for the five-year period ended June 30, 2019,
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, 2014, and that all dividends were
reinvested.
Company Name/Index
P&G
S&P 500 Stock Index
S&P 500 Consumer Staples Index
Cumulative Value of $100 Investment, through June 30
2014
2015
2016
2017
2018
2019
$
100 $
103 $
115 $
122 $
100
100
107
109
112
130
132
134
113 $
151
129
164
166
150
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
2019
$ 67,684
32,916
5,487
3,966
—
2018
2017
2016
2015
2014
$ 66,832
$ 65,058
$ 65,299
$ 70,749
$ 74,401
32,400
13,363
9,861
—
32,420
13,766
10,194
5,217
32,275
13,258
10,027
577
33,649
11,056
8,287
(1,143)
$ 7,036
35,356
13,958
10,658
1,127
$ 11,643
Net earnings attributable to Procter & Gamble
$ 3,897
$ 9,750
$ 15,326
$ 10,508
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
5.9%
14.8%
15.7%
15.4%
11.7%
14.3%
$
$
$
$
$
1.45
—
1.45
1.43
—
1.43
2.90
$
$
$
$
$
3.75
—
3.75
3.67
—
3.67
2.79
$
$
$
$
$
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
Research and development expense
$ 1,861
$ 1,908
$ 1,874
$ 1,879
$ 1,991
$ 1,910
Advertising expense
Total assets
Capital expenditures
Long-term debt
Shareholders' equity
6,751
7,103
7,118
7,243
7,180
7,867
115,095
118,310
120,406
127,136
129,495
144,266
3,347
20,395
3,717
20,863
3,384
18,038
3,314
18,945
3,736
18,327
3,848
19,807
$ 47,579
$ 52,883
$ 55,778
$ 57,983
$ 63,050
$ 69,976
(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
Management's Discussion and Analysis
Forward-Looking Statements
the
limitation,
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
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 actual
results and events to differ materially from those projected
herein is included, without limitation, in the section titled
"Economic Conditions and Uncertainties" and the section titled
“Risk Factors” (Part I, Item 1A of this Form 10-K). 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 2019 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
cash flow productivity. Organic sales growth is net sales
growth excluding the impacts of acquisitions, divestitures,
foreign exchange and the fiscal 2019 adoption of new
accounting standards for "Revenue from Contracts with
Customers" (see Note 1 to the Consolidated Financial
Statements) 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
transitional tax payments related to the U.S. Tax Act. 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 consumption in the MD&A are
based on a combination of vendor purchased traditional brick-
and-mortar and online data in key markets as well as internal
estimates. All market share 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. The
Company measures fiscal-year-to-date market shares through
the most recent period for which market share data is available,
which typically reflects a lag time of one or two months.
OVERVIEW
Procter & Gamble is a global leader in the fast-moving
consumer goods industry, focused on providing branded
consumer packaged goods of superior quality and value to our
consumers around the world. Our products are sold in more
than 180 countries and territories primarily through mass
merchandisers, e-commerce, grocery stores, membership club
stores, distributors,
stores, drug
wholesalers, baby stores, specialty beauty stores, high-
frequency stores and pharmacies. We also sell direct to
consumers. We have on-the-ground operations
in
approximately 70 countries.
stores, department
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.
12 The Procter & Gamble Company
ORGANIZATIONAL STRUCTURE
In fiscal 2019, our organizational structure was 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)
Product Categories (Sub-Categories)
Beauty
19%
22%
Grooming
9%
13%
Health Care
12%
13%
Fabric & Home Care
33%
29%
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, Pain Relief, 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,
Herbal Essences,
Pantene, Rejoice
Olay, Old Spice,
Safeguard, SK-II, Secret
Braun, Gillette, Venus
Crest, Oral-B
Metamucil, Neurobion,
Pepto Bismol, Vicks
Ariel, Downy, Gain, Tide
Cascade, Dawn, Fairy,
Febreze, Mr. Clean,
Swiffer
Baby, Feminine &
Family Care
27%
23%
Feminine Care (Adult Incontinence, Feminine Care)
Always, Always
Discreet, Tampax
Baby Care (Baby Wipes, Taped Diapers and Pants) Luvs, Pampers
Family Care (Paper Towels, Tissues, Toilet Paper)
Bounty, Charmin, Puffs
(1) Percent of Net sales and Net earnings from continuing operations for the year ended June 30, 2019 (excluding results held in Corporate).
(2) The Grooming product category is comprised of the Shave Care and Appliances GBUs.
Recent Developments:
During fiscal 2019, the Company completed the acquisition of
the over the counter (OTC) healthcare business of Merck
KGaA (Merck OTC) for $3.7 billion (based on exchange rates
at the time of closing). This business primarily sells OTC
consumer healthcare products, mainly in Europe, Latin
America and Asia markets. Total sales for the business during
Merck OTC's most recent fiscal year ended December 31, 2017
were approximately $1 billion.
During fiscal 2019, the Company also dissolved our PGT
Healthcare partnership, a venture between the Company and
Teva Pharmaceutical Industries, Ltd (Teva) in the OTC
consumer healthcare business. Pursuant to the agreement, PGT
product assets were returned to the original respective parent
companies to reestablish independent OTC businesses. This
transaction was accounted for as a sale of the Teva portion of
the PGT business. The Company recorded an after-tax gain
on the sale of $353 million.
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.
Refer to Notes 13 and 14 to our Consolidated Financial
Statements for more details on each of these transactions.
Organization Design Changes:
The Company recently announced changes to our organization
design effective July 1, 2019. In the new design, the ten product
categories are being organized into six Sector Business Units
(SBUs). The SBUs will be responsible for global brand
strategy, innovation and supply chain. They will have direct
profit responsibility for markets representing the large majority
of the Company's sales and earnings (referred to as Focus
Markets) and will be responsible for innovation plans, supply
plans and operating frameworks to drive growth and value
creation in the remaining markets (referred to as Enterprise
Markets). For segment reporting purposes, the categories will
continue to be aggregated into the same five external reporting
segments.
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 over 60%,
primarily behind the Gillette franchise, including our Fusion,
Mach3, Prestobarba and Venus brands. Our appliances, such
as electric shavers 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 electric 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 treatments (Vicks brand) and digestive wellness
products (Metamucil, Pepto Bismol and Align brands). As
discussed above, in fiscal 2019, we dissolved the PGT
Healthcare partnership with Teva, which previously managed
nearly all of our personal health care sales outside the U.S.,
and reestablished independent OTC businesses. We also
acquired Merck OTC as discussed above.
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.
Baby, Feminine & Family Care: In baby care, we are the
global market leader and compete mainly in taped diapers,
pants and baby wipes with over 25% global market share. We
have the number one or number two market share position in
most of the key markets in which we compete, primarily behind
Pampers, the Company's largest brand, with annual net sales
The Procter & Gamble Company 13
of nearly $8 billion. We are the global market leader in the
feminine care category with 25% global market share,
primarily behind Always. We also compete in the adult
incontinence category in certain markets behind Always
Discreet, achieving nearly 10% market share in most of 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. As a result of the above-mentioned
changes in our organization design effective July 1, 2019, we
will be organized under five regions, with Asia Pacific and
IMEA being combined into a single region.
Corporate Functions
Corporate Functions provides company-level strategy and
portfolio analysis, corporate accounting, treasury, tax, external
relations, 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
Procter & Gamble 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 win with consumers by
delivering superiority across the five key elements of product,
packaging, brand communication, retail execution and value
equation.
Winning with consumers around the world and against our best
competitors requires innovation. Innovation has always been,
and continues to be, P&G’s lifeblood. Innovation requires
consumer insights and technology advancements that lead to
and
product
improved marketing
improvements,
14 The Procter & Gamble Company
merchandising programs and game-changing inventions that
create new brands and categories.
Productivity improvement is critical to delivering our balanced
top-line growth, bottom-line growth and value creation
objectives. Productivity improvement and sales growth
reinforce and fuel each other. We are driving productivity
improvement across all elements of cost, including cost of
goods sold, marketing and promotional expenses and non-
manufacturing overhead. Productivity improvements and cost
savings are being reinvested in product and packaging
improvements, brand awareness-building advertising and
trial-building sampling programs, increased sales coverage
and R&D programs.
We are improving operational effectiveness and organizational
culture through enhanced clarity of roles and responsibilities,
accountability and incentive compensation programs.
The Company has undertaken an effort to focus and strengthen
its business portfolio to compete in categories and with brands
that are structurally attractive and that play to P&G's strengths.
The ongoing portfolio of businesses consists of 10 product
SUMMARY OF 2019 RESULTS
Amounts in millions, except per share amounts
Net sales
Operating income
Net earnings
Net earnings attributable to Procter & Gamble
Diluted net earnings per common share
Core earnings per share
Cash flow from operating activities
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.
2019
2018
Change vs. Prior
Year
$
$
67,684
5,487
3,966
3,897
1.43
4.52
15,242
66,832
13,363
9,861
9,750
3.67
4.22
14,867
1 %
(59)%
(60)%
(60)%
(61)%
7 %
3 %
• Net sales increased 1% to $67.7 billion on a 3% increase
in unit volume. Foreign exchange had a negative 4%
impact on net sales. Net sales growth was driven by mid-
single digit increases in Beauty and Health Care and a low
single digit increase in Fabric & Home Care, partially
offset by a low single digit decline in Baby, Feminine &
Family Care and a mid-single digit decline in Grooming.
Organic sales increased 5% on a 2% increase in
organic volume. Organic sales increased high single
digits in Beauty and Fabric & Home Care, increased
mid-single digits in Health Care and increased low
single digits in Grooming and Baby, Feminine &
Family Care.
Unit volumes increased 3%. Volume increased mid-
single digits in Health Care and Fabric & Home Care
and increased low single digits in Beauty and Baby,
Feminine & Family Care. Volume decreased low
single digits in Grooming.
• Operating income decreased $7.9 billion, or 59%, due
primarily to non-cash impairment charges of $8.3 billion
related to Shave Care goodwill and Gillette indefinite-
lived intangible assets (Shave Care impairment), partially
offset by the benefit from the net sales increase. For a more
detailed discussion on the Shave Care impairment refer to
the Significant Accounting Policies and Estimates section
in the MD&A and Note 4 to the Consolidated Financial
Statements.
• Net earnings decreased $5.9 billion or 60% due to the after-
tax impact of the Shave Care impairment, partially offset
by a reduction in current year income tax expense, a
current year gain on the dissolution of the PGT Healthcare
partnership and the base period charges for the early
extinguishment of debt. The reduction in current year
income tax expense was driven by the impacts of the U.S.
Tax Cuts and Jobs Act enacted in December 2017 (U.S.
Tax Act), comprised of the reduction in tax rate on the
current year earnings and the base period charges related
to the transitional impacts of the U.S. Tax Act. Foreign
exchange impacts negatively affected net earnings by
approximately $900 million.
• Net earnings attributable to Procter & Gamble were $3.9
billion, a decrease of $5.9 billion or 60% versus the prior
year primarily due to the aforementioned items.
• Diluted net earnings per share decreased 61% to $1.43.
Core EPS increased 7% to $4.52.
• Cash flow from operating activities was $15.2 billion.
Adjusted free cash flow was $12.1 billion.
Adjusted free cash flow productivity was 105%.
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 risk
factors that could impact our results, please refer to “Risk
Factors” in Part I, Item 1A of this Form 10-K.
Global Economic Conditions. Our products are sold in
numerous countries across North America, Europe, Latin
America, Asia and Africa, with more than half our sales
generated outside the United States. As such, we are exposed
to and impacted by global macro-economic factors, U.S. and
foreign government policies and
foreign exchange
fluctuations. 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, Central & Eastern Europe and the
Korean peninsula, economic uncertainty related to the
execution of the United Kingdom's exit from the European
Union, political instability in certain Latin American and Asian
markets and overall economic slowdowns, 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, transportation
costs and our own productivity efforts. We have significant
exposures to certain commodities, in particular certain oil-
derived materials like resins and paper-based materials like
pulp, 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 and other cost 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, in 2012 we initiated overhead and supply
chain cost improvement projects. In fiscal 2017, we
communicated specific elements of an additional multi-year
cost reduction program which is resulting in enrollment
reductions 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
The Procter & Gamble Company 15
exposures relate to exchange rate impacts of measuring income
statements of foreign subsidiaries that do not use the U.S. dollar
as their functional currency. Transaction exposures relate to
1) the impact from input costs that are denominated in a
currency other than the local reporting currency and 2) the
revaluation of transaction-related working capital balances
denominated in currencies other than the functional currency.
In four of the past five years, including fiscal 2019, 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, Russia, Turkey,
Brazil, China 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 certain 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 and
profits.
Government Policies. Our net earnings could be affected by
changes in U.S. or foreign government tax policies, for
example, the U.S. Tax Act, the implications and uncertainties
of which are disclosed elsewhere in this report. Additionally,
we attempt to carefully manage our debt, currency and other
exposures in certain countries with currency exchange, import
authorization and pricing controls, such as Nigeria, Algeria,
Egypt and Turkey. Further, our earnings and sales could be
affected by changes to international trade agreements in North
America and elsewhere, including increases of import tariffs,
both currently effective and future potential changes. Changes
in government policies in these areas might cause an increase
or decrease in our sales, operating margin and net earnings.
RESULTS OF OPERATIONS
The key metrics included in the 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, pricing and other
retail
activities by competitors), marketing spending,
executions, both in-store and online and acquisition and
divestiture activity, all of which drive changes in our
underlying unit volume, as well as our 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
16 The Procter & Gamble Company
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
that are fixed or less variable in nature). The primary
components 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. While overhead costs are variable to
some extent, we generally experience more scale-related
impacts for these costs due to our ability to leverage our
organization and systems infrastructures to support business
growth.
A detailed discussion of the fiscal 2018 year-over-year changes
can be found in the MD&A section in the Form 8-K filed
October 22, 2018, which updated our Form 10-K for the year
ended June 30, 2018, to revise disclosures to reflect the
adoption of the Financial Accounting Standards Board (FASB)
ASU 2017-07 and 2016-18. For more information on the
adoption of this standard, refer to Note 1 to the Consolidated
Financial Statements.
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
Net earnings attributable to Procter & Gamble
Gross margin increased 10 basis points to 48.6% of net sales
in 2019. Gross margin benefited 160 basis points from total
manufacturing cost savings (130 basis points net of product
and packaging reinvestments), 60 basis points of positive
pricing impacts and 50 basis points from lower restructuring
costs. These were offset by:
•
a 100 basis-point decline from unfavorable product mix
and other impacts (primarily mix within segments due to
the growth of lower margin product forms and the club
channel
the
in certain categories and due
disproportionate growth of the Fabric Care category,
which is one of our largest categories and has lower than
company-average gross margins),
an 80 basis-point negative impact due to higher
commodity costs and
a 50 basis-point negative impact from unfavorable foreign
exchange.
•
•
to
Total SG&A was relatively unchanged at $19.1 billion, as a
decrease in marketing spending was offset by an increase in
overhead costs and in other net operating expenses. SG&A as
a percentage of net sales decreased 30 basis points to 28.2%.
Reductions in marketing spending as a percentage of net sales
Net Sales
Net sales increased 1% to $67.7 billion in 2019 on a 3% increase
in unit volume versus the prior year. Volume increased mid-
single digits in Health Care and Fabric & Home Care and
increased low single digits in Beauty and Baby, Feminine &
Family Care. Volume decreased low single digits in Grooming.
Volume increased mid-single digits in developed regions and
low single digits in developing regions. Excluding the impact
of acquisitions and divestitures, organic volume increased low
single digits in developed regions. Unfavorable foreign
exchange reduced net sales by 4%. Pricing had a positive 2%
impact on net sales. Product mix had a positive 1% impact on
net sales driven by the slightly higher organic growth of the
Skin and Personal Care and Personal Health Care categories
and developed regions, all of which have higher than company
average selling prices. Organic sales grew 5% driven by a 2%
increase in organic volume.
2019
2018
Basis Point
Change
48.6%
28.2%
8.1%
9.0%
5.9%
5.8%
48.5%
28.5%
20.0%
19.9%
14.8%
14.6%
10
(30)
(1,190)
(1,090)
(890)
(880)
were partially offset by an increase in overhead costs and other
net operating expenses as a percentage of sales.
increase, reductions
• Marketing spending as a percentage of net sales decreased
80 basis points due to the positive scale impacts of the
in agency
organic net sales
compensation and the impact of adopting the new standard
on "Revenue from Contracts with Customers" which
prospectively reclassified certain customer spending from
marketing (SG&A) expense to a reduction of net sales.
• Overhead costs as a percentage of net sales increased 30
basis points, as productivity savings and fixed cost
leverage from the increased organic net sales, were more
than offset by the impact of inflation, higher incentive
compensation costs and other cost increases, including the
ongoing and integration-related overhead costs of the
Merck OTC acquisition.
• Other net operating expenses as a percentage of net sales
increased 20 basis points primarily due to an increase in
foreign exchange transactional charges and the net impact
of changes in indirect tax reserves, partially offset by the
gain on sale of real estate in the current year.
Operating margin decreased 1,190 basis points to 8.1% for
fiscal 2019 primarily due to the one-time, non-cash before-tax
impairment charge of $8.3 billion for Shave Care.
Non-Operating Items
•
•
Interest expense was $509 million in 2019, a marginal
increase of $3 million versus the prior year due to an
increase in average debt balances and an increase in U.S.
interest rates.
Interest income was $220 million in 2019, a reduction of
$27 million versus the prior year due to a reduction in
average investment securities balances.
• Other non-operating income, which consists primarily of
divestiture gains, investment income and other non-
operating items increased $649 million to $871 million,
primarily due to a $355 million before-tax gain from the
dissolution of the PGT Healthcare partnership in the
current year (discussed earlier in the Recent Developments
section) and $346 million of base year charges for the early
extinguishment of debt, partially offset by higher minor
brand divestiture gains in the base year.
Income Taxes
Income taxes decreased $1.4 billion to $2.1 billion. The
effective tax rate increased 870 basis points to 34.7% in 2019.
The current year Shave Care impairment charges caused a
1,750 basis-point increase in the effective tax rate, as there is
no tax benefit related to the goodwill portion of the impairment.
Excluding this impact, the effective tax rate declined 880 basis
points, primarily due to the impacts of the Tax Cuts and Jobs
Act (the "U.S. Tax Act") in December 2017. The U.S. Tax Act,
among other things, lowered the U.S. corporate income tax
rates, but also imposed a one-time repatriation tax on deemed
repatriation of historical earnings of foreign subsidiaries and
caused us to adjust our U.S. deferred tax assets and liabilities
to the lower federal base rate of 21%. These transitional
impacts resulted in a provisional net charge of $602 million
for the fiscal year ended June 30, 2018, comprised of an
estimated repatriation tax charge of $3.8 billion (comprised of
U.S. repatriation taxes and foreign withholding taxes) and an
estimated net deferred tax benefit of $3.2 billion. In addition,
because the Company has a June 30 fiscal year-end, the lower
corporate income tax rate was phased in, resulting in a U.S.
statutory federal rate of approximately 28% for our fiscal year
ended June 30, 2018, and 21% for our fiscal year ended June
30, 2019 and subsequent fiscal years. Combined, these impacts
reduced the current year effective tax rate by 950 basis points,
consisting of:
•
a 500 basis-point reduction from the impact of the lower
blended U.S. federal tax rate on current year earnings
versus the prior year rate, and
a 450 basis-point reduction due to prior year transitional
impacts from the U.S. Tax Act.
•
The Procter & Gamble Company 17
The remaining 70 basis point net increase in the current year
income tax rate was driven by:
•
a 160 basis-point increase from unfavorable impacts of
geographic mix of earnings,
a 10 basis-point increase from reduced favorable discrete
impacts related to uncertain tax positions (which netted to
approximately 15 basis points in the current year versus
25 basis points in the prior year), and
a 100 basis-point reduction from increased excess tax
benefits of share-based compensation (160 basis points in
the current year versus 60 basis points in the prior year).
•
•
Net Earnings
Operating income decreased $7.9 billion, or 59%, primarily
due to the $8.3 billion before tax impairment charge for Shave
Care. This was partially offset by the net sales increase, along
with the marginal increase in gross margin and decrease in
SG&A spending as a percentage of sales, all of which are
discussed above.
Earnings before income taxes decreased $7.3 billion or 54%
to $6.1 billion, as the reduction in operating income discussed
in the preceding paragraph was partially offset by the current
year gain from the dissolution of the PGT Healthcare
partnership and the base year charges for the early
extinguishment of debt, each of which was discussed earlier.
Net earnings decreased $5.9 billion, or 60% to $4.0 billion.
Net earnings declined less than earnings before income taxes
due to the above discussed reduction in income taxes. Foreign
exchange impacts reduced net earnings by approximately $900
million in 2019 due to weakening of certain currencies against
the U.S. dollar, including those in Argentina, Russia, Turkey,
Brazil, China and the United Kingdom. This impact includes
both transactional charges and translational impacts from
converting earnings from foreign subsidiaries to U.S. dollars.
Net earnings attributable to Procter & Gamble decreased $5.9
billion, or 60%, to $3.9 billion.
Diluted net earnings per share decreased $2.24, or 61%, to
$1.43 due primarily to the reduction in net earnings.
Core EPS increased 7% to $4.52. Core EPS represents diluted
net earnings per share from continuing operations, excluding
the current year charge for the Shave Care impairment, the
current year gain on the dissolution of the PGT Healthcare
partnership, the base year charges for both the net transitional
impact of the U.S. Tax Act and for early extinguishment of debt
and incremental restructuring charges in both years related to
our productivity and cost savings plans. The increase was
primarily driven by the lower effective tax rate on core
earnings, resulting from the U.S. Tax Act and the net sales
increase.
18 The Procter & Gamble Company
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. These costs, including the Shave Care
impairment in fiscal 2019, are reported in our Corporate segment and are included as part of our Corporate segment discussion.
Additionally, we apply blended statutory tax rates in the segments. See Note 2 to the Consolidated Financial Statements for
additional information on items included in the Corporate segment. Eliminations to adjust segment results to arrive at our
consolidated effective tax rate, including the impacts of the U.S. Tax Act in fiscal 2018, are included in Corporate.
Beauty
Grooming
Health Care
Fabric & Home Care
Baby, Feminine & Family Care
TOTAL COMPANY
Net Sales Change Drivers 2019 vs. 2018 (1)
Volume with
Acquisitions &
Divestitures
Volume
Excluding
Acquisitions &
Divestitures
3 %
(1)%
5 %
4 %
1 %
3 %
2 %
(1)%
4 %
5 %
1 %
2 %
Foreign
Exchange
(4 )%
(5 )%
(3 )%
(3 )%
(4 )%
(4)%
Price
Mix
Other (2)
Net Sales
Growth
2 %
2 %
1 %
1 %
1 %
2%
4 %
— %
2 %
1 %
— %
1%
(1 )%
(1 )%
— %
— %
— %
(1)%
4 %
(5)%
5 %
3 %
(2)%
1 %
(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, the impact from the adoption of the new accounting standard for
"Revenue from Contracts with Customers" in fiscal 2019 and rounding impacts necessary to reconcile volume to net sales.
BEAUTY
($ millions)
Volume
Net sales
Net earnings
% of net sales
2019
N/A
2018
N/A
$12,897
$12,406
$2,637
20.4%
$2,320
18.7%
Change vs.
2018
3%
4%
14%
170 bps
Beauty net sales increased 4% to $12.9 billion in 2019 on a 3%
increase in unit volume. Unfavorable foreign exchange
impacts reduced net sales by 4%. Higher pricing increased net
sales by 2%. Favorable product mix added 4% to net sales,
primarily due to the disproportionate growth of the Skin and
Personal Care category, including the super-premium SK-II
and premium Olay Skin brands which have higher than
segment average selling prices. Organic sales increased 8%.
Global market share of the Beauty segment decreased 0.1
points. Volume increased low single digits in both developed
and developing regions.
• Volume in Hair Care increased low single digits. Volume
in developed regions increased low single digits due to
distribution.
product
Developing regions volume increased low single digits
due to product innovation and market growth. Global
market share of the hair care category was unchanged.
innovation
increased
and
• Volume in Skin and Personal Care increased high single
digits. Excluding the impact of minor brand acquisitions,
organic volume increased mid-single digits. Developed
regions volume increased mid-single digits. Excluding the
impact of minor brand acquisitions, developed regions
volume was unchanged. Volume increased double digits
in developing regions due to premium innovation,
continued growth of SK-II, increased marketing spending
and market growth. Global market share of the skin and
personal care category was unchanged.
Net earnings increased 14% to $2.6 billion in 2019 due to the
increase in net sales and a 170 basis-point increase in net
earnings margin. Net earnings margin increased due to a
reduction in U.S. income tax rates and a decrease in SG&A as
a percentage of net sales, partially offset by a decrease in gross
margin. Gross margin decreased slightly mainly due to
unfavorable foreign exchange impacts. SG&A as a percentage
of sales decreased primarily due to a reduction in marketing
spending driven by the positive scale impacts of the net sales
increase and the impacts of adopting the new accounting
standard on "Revenue from Contracts with Customers". The
reduction in the tax rate was due to the impacts of the U.S. Tax
Act, both from overall rate reduction and the manner in which
the impacts were allocated between the business and corporate
segments in the prior year, as discussed in the Corporate
segment below.
GROOMING
($ millions)
Volume
Net sales
Net earnings
% of net sales
2019
N/A
$6,199
$1,529
24.7%
2018
N/A
$6,551
$1,432
21.9%
Change vs.
2018
(1)%
(5)%
7%
280 bps
Grooming net sales decreased 5% to $6.2 billion in 2019 on a
1% decrease in unit volume. Unfavorable foreign exchange
impacts reduced net sales by 5%. Increased pricing had a 2%
positive impact to net sales. Organic sales increased 1%.
Global market share of the Grooming segment decreased 0.9
points. Volume increased low single digits in developed
regions and decreased low single digits in developing regions.
•
Shave Care volume decreased low single digits. Volume
increased low single digits in developed regions due to
increased competitiveness following price reductions in
the prior year and product innovation. Volume in
developing regions decreased low single digits due to
reduced demand following devaluation related price
increases and competitive activity. Global market share of
the shave care category decreased half a point.
• Appliances volume increased low single digits. Volume
increased mid-single digits in developed regions due to
innovation and market growth. Volume in developing
regions was unchanged. Global market share of the
appliances category decreased more than half a point.
Net earnings increased 7% to $1.5 billion in 2019 due to a 280
basis-point increase in net earnings margin, which more than
offset the net sales decrease. The net earnings margin increased
primarily due to a reduction in U.S. income tax rates and a
reduction in SG&A as a percentage of net sales, partially offset
by a decrease in gross margin. Gross margin declined due to
the negative impact of unfavorable mix (due to the
disproportionate growth of disposable razors, lower tier
products in the Appliances category and large count packs all
of which have lower than segment average margins),
unfavorable
increased
commodity costs, partially offset by the positive impacts of
manufacturing cost savings and increased pricing. SG&A as a
percentage of net sales decreased due to a current year gain on
the sale of operating real estate, reductions in overhead costs
and marketing spending and the impacts from adoption of the
new accounting standard on "Revenue from Contracts with
Customers". The reduction in the tax rate was primarily due to
the impacts of the U.S. Tax Act, both from the overall rate
reduction and the manner in which the impacts were allocated
between the business and corporate segments in the prior year,
as discussed in the Corporate segment below.
foreign exchange
impacts and
HEALTH CARE
($ millions)
Volume
Net sales
Net earnings
% of net sales
2019
N/A
$8,218
$1,519
18.5%
2018
N/A
$7,857
$1,283
16.3%
Change vs.
2018
5%
5%
18%
220 bps
Health Care net sales increased 5% to $8.2 billion in 2019 on
a 5% increase in unit volume. Unfavorable foreign exchange
impacts reduced net sales by 3%. Higher pricing increased net
sales by 1%. Favorable mix increased net sales by 2% due to
the disproportionate growth of the Personal Health Care
category and developed regions, both of which have higher
The Procter & Gamble Company 19
than segment average selling prices. Organic sales increased
6% on a 4% increase in organic volume, which excludes the
impact of the PGT Healthcare partnership dissolution and the
Merck OTC consumer healthcare acquisition. Global market
share of the Health Care segment increased 0.5 points. Volume
increased mid-single digits in developed and developing
regions. Excluding the impact of the PGT Healthcare
partnership dissolution and the Merck OTC consumer
healthcare acquisition, organic volume increased low single
digits in developing regions.
• Oral Care volume increased low single digits. Volume
increased mid-single digits in developed regions due to
product innovation. Volume increased low single digits in
developing regions due to product innovation, partially
offset by competitive activity. Global market share of the
oral care category increased nearly half a point.
• Volume in Personal Health Care increased double digits.
Excluding the impacts of the acquisition and dissolution
described above, organic volume increased mid-single
digits. Developed regions volume was unchanged, while
organic volume grew mid-single digits due to product
innovation. Volume in developing regions increased
double digits, while organic volume was up high single
digits due to innovation and market growth. Global market
share of the personal health care category increased more
than half a point.
Net earnings increased 18% to $1.5 billion in 2019 due to the
increase in net sales and a 220 basis-point increase in net
earnings margin. Net earnings margin increased due to a
decrease in U.S. income tax rates, partially offset by a reduction
in gross margin. Gross margin decreased due to unfavorable
mix impact (from the disproportionate growth of club channel
and products with lower than segment-average margins,
partially offset by the net impacts of the acquisition and
dissolution in personal health care) and increases in commodity
costs, partially offset by manufacturing cost savings and
positive pricing impacts. SG&A as a percentage of net sales
was unchanged as an increase in overhead costs was offset by
a reduction in marketing spending. Overhead costs as a
percentage of net sales increased due to the net impacts of the
personal health care acquisition and dissolution, including both
integration-related spending and higher relative levels of
selling costs in the acquired business, partially offset by the
positive scale impacts of the net sales increase. Marketing
spending as a percentage of net sales declined primarily due
to the positive scale impacts of the net sales increase and the
impacts from adoption of the new accounting standard on
"Revenue from Contracts with Customers". The reduction in
the tax rate was due to the impacts of the U.S. Tax Act, both
from the overall rate reduction and the manner in which the
impacts were allocated between the business and corporate
segments in the prior year, as discussed in the Corporate
segment below.
20 The Procter & Gamble Company
FABRIC & HOME CARE
BABY, FEMININE & FAMILY CARE
($ millions)
Volume
Net sales
Net earnings
% of net sales
2019
N/A
2018
N/A
$22,080
$21,441
$3,518
15.9%
$2,708
12.6%
Change vs.
2018
4%
3%
30%
330 bps
($ millions)
Volume
Net sales
Net earnings
% of net sales
2019
N/A
2018
N/A
$17,806
$18,080
$2,734
15.4%
$2,251
12.5%
Change vs.
2018
1%
(2)%
21%
290 bps
Fabric & Home Care net sales increased 3% to $22.1 billion
in 2019 on a 4% increase in unit volume. Unfavorable foreign
exchange impacts reduced net sales by 3%. Higher pricing
increased net sales by 1%. Positive mix impacts increased net
sales by 1% due to the disproportionate growth of premium
products. Organic sales increased 7% on a 5% increase in
organic volume. Global market share of the Fabric & Home
Care segment increased 0.5 points. Volume increased mid-
single digits in developed regions and low single digits in
developing regions. Excluding the impact of minor brand
divestitures, organic volume increased mid-single digits in
developing regions.
•
Fabric Care volume increased mid-single digits. Volume
increased mid-single digits in both developed and
developing regions, due to product innovation and market
growth. Global market share of the Fabric Care category
increased less than half a point.
• Home Care volume increased mid-single digits. Volume
in developed regions increased mid-single digits driven
by product innovation and market growth. Volume in
developing regions increased low single digits driven by
product innovation, partially offset by volume declines
following devaluation related price increases. Global
market share of the Home Care category increased nearly
a point.
Net earnings increased 30% to $3.5 billion in 2019 due to the
increase in net sales and a 330 basis-point increase in net
earnings margin. Net earnings margin increased due to a
decrease in U.S. income tax rates and a reduction in SG&A as
a percentage of sales partially offset by a marginal reduction
in gross margin. Gross margin decreased due to unfavorable
product mix (driven by the disproportionate growth of large
sizes and club channel, both of which have lower than average
margins, and new innovation with higher than segment-
average product costs), unfavorable foreign exchange impacts
increased commodity costs, partially offset by
and
manufacturing cost savings and increased pricing. SG&A as a
percentage of net sales decreased due to reductions in both
overhead costs and marketing spending, driven by productivity
savings, fixed cost leverage from increased net sales and the
impacts from adoption of the new accounting standard on
"Revenue from Contracts with Customers". The reduction in
the tax rate was due to the impacts of the U.S. Tax Act, both
from the overall rate reduction and the manner in which the
impacts were allocated between the business and corporate
segments in the prior year, as discussed in the Corporate
segment below.
Baby, Feminine & Family Care net sales decreased 2% to $17.8
billion in 2019 on a 1% increase in unit volume. Unfavorable
foreign exchange impacts reduced net sales by 4%. Increased
pricing had a positive 1% impact on net sales. Organic sales
increased 2%. Global market share of the Baby, Feminine &
Family Care segment increased 0.1 points. Volume increased
low single digits in developed regions. Volume in developing
regions decreased low single digits
related price
• Baby Care volume decreased mid-single digits. Volume
in developed regions decreased low single digits due to
including competitive pricing
competitive activity,
activity in certain markets, and category contraction.
Volume in developing regions decreased high single digits
due to competitive activity, volume declines following
increases and category
devaluation
contraction in certain markets. Global market share of the
baby care category decreased more than half a point.
Feminine Care volume increased mid-single digits.
Volume in developed regions increased mid-single digits.
Excluding a minor brand acquisition, organic volume
increased low single digits due to product innovation and
adult
in
developing regions increased mid-single digits due to
product innovation. Global market share of the feminine
care category increased nearly half a point.
incontinence category growth. Volume
•
• Volume in Family Care, which is predominantly a North
American business, increased mid-single digits driven by
product innovation and market growth. In the U.S., all-
outlet share of the family care category increased more
than half a point.
Net earnings in 2019 increased 21% to $2.7 billion due to a
290 basis-point increase in net earnings margin, partially offset
by the reduction in net sales. Net earnings margin increased
primarily due to a reduction in U.S. income tax rates and a
decrease in SG&A as a percentage of net sales, partially offset
by a marginal decrease in gross margin. The gross margin
decrease was driven by an increase in commodity costs and
unfavorable foreign exchange impacts partially offset by
manufacturing cost savings and increased pricing. SG&A as a
percentage of net sales decreased due to reduced marketing
spending and overhead costs, driven by productivity savings
and the impacts from adoption of the new accounting standard
on "Revenue from Contracts with Customers". The reduction
in the tax rate was due to the impacts of the U.S. Tax Act, both
from the overall rate reduction and the manner in which the
impacts were allocated between business and corporate
segments in the prior year, as discussed in the Corporate
segment below.
CORPORATE
($ millions)
Net sales
2019
$484
2018
$497
Net earnings/(loss)
$(7,971)
$(133)
Change vs.
2018
(3)%
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; certain asset
impairment charges; and certain restructuring-type activities
to maintain a competitive cost structure,
including
manufacturing and workforce optimization. Corporate also
includes reconciling items to adjust the accounting policies
used in the segments to U.S. GAAP. The most significant
ongoing reconciling item is income taxes, to adjust from
blended statutory rates that are reflected in the segments to the
overall Company effective tax rate. For 2018, the tax impact
also includes the impacts of the U.S. Tax Act, which were
included in the corporate segment.
Corporate net sales decreased 3% to $484 million in 2019 due
to a decrease in the incidental businesses managed at the
corporate level. Corporate net loss increased by $7.8 billion
in 2019 primarily due to the $8.0 billion after tax ($8.3 billion
before tax) charge for the Shave Care impairment as well as
the impact of the allocation methodology of the lower U.S. Tax
rates. The U.S. Tax Act was enacted in the middle of fiscal
2018; therefore, the net benefit was held in Corporate.
Beginning in fiscal 2019, the lower rates are included in the
reporting segments. These impacts were partially offset by the
following benefits, each of which was discussed earlier:
•
the base period net charge for the transitional impacts of
the U.S. Tax Act,
the base period loss on early debt extinguishment,
lower restructuring charges in fiscal 2019 compared to the
prior year and
higher current year divestiture gains (primarily driven by
gain on the dissolution of the PGT healthcare partnership)
•
•
•
Restructuring Program to deliver Productivity and Cost
Savings
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
and other work processes to fund the Company's growth
strategy. In 2017, the Company communicated specific
elements of an additional multi-year productivity and cost
savings program.
The current 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 incurred approximately $1.8 billion in total before-
tax restructuring costs across 2018 and 2019, with an additional
The Procter & Gamble Company 21
amount of approximately $0.6 billion expected in 2020. This
program is expected to result in additional enrollment
reductions, along with further optimization of the supply chain
and other manufacturing processes. Savings generated from
restructuring costs are difficult to estimate, given the nature of
the activities, the timing of the execution and the degree of
reinvestment. However, we estimate that through 2019, the
since 2012
underlying
(approximately $7.4 billion), along with other non-
manufacturing enrollment reductions since 2012 have
delivered approximately $3.6 billion in annual before-tax
gross savings.
restructuring costs
incurred
Restructuring accruals of $468 million as of June 30, 2019 are
classified as current liabilities. Approximately 67% of the
restructuring charges incurred in fiscal 2019 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.
Operating Cash Flow
economic
factors
and
Operating cash flow was $15.2 billion in 2019, a 3% increase
from the prior year. Net earnings, adjusted for non-cash items
(depreciation and amortization, share-based compensation,
deferred income taxes, gain on sale of assets and goodwill and
indefinite-lived intangible impairment charges) generated
approximately $14.6 billion of operating cash flow. Working
capital and other impacts generated $0.7 billion of operating
cash flow as summarized below.
• An increase in accounts receivable used $276 million of
cash due to increased sales and the timing of the end of
the fiscal year (which fell on a weekend, resulting in fewer
22 The Procter & Gamble Company
days collection). The number of days sales outstanding
increased approximately one day versus prior year.
• Higher inventory used $239 million of cash mainly due to
inventory increases to support initiatives and business
growth across all segments. Inventory days on hand
increased approximately 2 days primarily due to initiative
support and foreign exchange impacts.
• Accounts payable, accrued and other liabilities increased,
generating $1.9 billion of cash. This was primarily driven
by extended payment terms with our suppliers and an
increase in fourth quarter marketing activity versus the
prior year. These factors, along with foreign exchange,
drove an approximate 8 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 in fiscal 2020.
• Other operating assets and liabilities used $1.0 billion of
cash, primarily driven by the payment of the current year
portion of taxes due related to the U.S. Tax Act repatriation
charge and statutory pension contributions.
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
payments for the transitional tax resulting from the U.S. Tax
Act, and it is one of the measures used to evaluate senior
management and determine their at-risk compensation.
Adjusted free cash flow was $12.1 billion in 2019, an increase
of 9% versus the prior year. The increase was primarily driven
by the increase in operating cash flows as discussed above.
Adjusted free cash flow productivity, defined as the ratio of
adjusted free cash flow to net earnings, excluding the Shave
Care impairment charges and the gain on dissolution of the
PGT Healthcare partnership, was 105% in 2019.
Investing Cash Flow
Net investing activities consumed $3.5 billion in cash in 2019,
mainly due to capital spending and business acquisitions,
partially offset by proceeds from sales and maturities of short-
term investments.
Capital Spending. Capital expenditures, primarily to support
capacity expansion, innovation and cost efficiencies, were $3.3
billion in 2019, a decrease of 10% versus prior year. Capital
spending as a percentage of net sales decreased 70 basis points
to 4.9% in 2019.
Acquisitions. Acquisition activity used cash of $3.9 billion in
2019, primarily related to the Merck OTC acquisition.
Acquisition activity used $109 million in 2018, primarily
related to acquisitions in the Beauty segment.
Proceeds from Divestitures and Other Asset Sales. Proceeds
from asset sales were $394 million in 2019 primarily from
minor brand divestitures and the sale of real estate. Proceeds
from asset sales contributed $269 million in cash in 2018
primarily from minor brand divestitures.
Short-term investments. Short-term investments generated
net cash of $3.5 billion in 2019, primarily from sales and
maturities of available-for-sale investments. Net cash flow
from short-term investments was not material in 2018.
Financing Cash Flow
Net financing activities consumed $10.0 billion in cash in 2019,
mainly due to dividends to shareholders and treasury stock
purchases, partially offset by the impact of stock options.
Dividend Payments. Our first discretionary use of cash is
dividend payments. Dividends per common share increased
4% to $2.90 per share in 2019. Total dividend payments to
common and preferred shareholders were $7.5 billion in 2019
and $7.3 billion in 2018. In April 2019, the Board of Directors
declared an increase in our quarterly dividend from $0.7172
to $0.7459 per share on Common Stock and Series A and B
ESOP Convertible Class A Preferred Stock. This represents a
4% increase compared to the prior quarterly dividend and is
the 63rd consecutive year that our dividend has increased. We
have paid a dividend for 129 consecutive years, every year
since our incorporation in 1890.
Long-Term and Short-Term Debt. We maintain debt levels
we consider appropriate after evaluating a number of factors,
including cash flow expectations, cash requirements for
ongoing operations, investment and financing plans (including
acquisitions and share repurchase activities) and the overall
cost of capital. Total debt was $30.1 billion as of June 30, 2019
and $31.3 billion as of June 30, 2018.
Treasury Purchases. Total share repurchases were $5.0 billion
in 2019 and $7.0 billion in 2018.
Liquidity
At June 30, 2019, our current liabilities exceeded current assets
by $7.5 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, 2019, $5.7 billion of the
Company’s cash, cash equivalents and marketable securities
was related to foreign subsidiaries, primarily various Western
European and Asian countries. 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. As of June 30, 2019, we did not have
material cash, cash equivalents and marketable securities
balances in any country subject to exchange controls that
significantly restrict our ability to access or repatriate the funds.
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, 2019, 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 four-year facility
and a $4.8 billion 364-day facility, which expire in November
2022 and November 2019, 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
Contractual Commitments
The Procter & Gamble Company 23
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.
The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2019.
Amounts in millions
RECORDED LIABILITIES
Total debt
Capital leases
U.S. Tax Act transitional charge (1)
Uncertain tax positions (2)
OTHER
Interest payments relating to long-term debt
Operating leases
Minimum pension funding (3)
Purchase obligations (4)
TOTAL CONTRACTUAL COMMITMENTS
Total
Less Than 1 Year
1-3 Years
3-5 Years
After 5 Years
$
$
29,988
33
2,557
143
4,682
1,218
471
1,491
40,583
$
$
9,695
9
214
143
572
255
153
633
11,674
$
$
4,791
15
449
—
979
375
318
397
7,324
$
$
4,807
7
646
—
737
300
—
193
6,690
$
$
10,695
2
1,248
—
2,394
288
—
268
14,895
(1) Represents the U.S. federal tax liability associated with the repatriation provisions of the U.S. Tax Act. Does not include any provisions
made for foreign withholding taxes on expected repatriations as the timing of those payments is uncertain.
(2) As of June 30, 2019, the Company's Consolidated Balance Sheet reflects a liability for uncertain tax positions of $617 million, including
$150 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, 2019, cannot be made.
(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 2022 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 represent 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. While the amounts listed represent contractual obligations, we do not believe it is likely
that the full contractual amount would be paid if the underlying contracts were canceled prior to maturity. In such cases, we generally are
able to negotiate new contracts or cancellation penalties, resulting in a reduced payment. The amounts do not include other contractual
purchase obligations that are not take-or-pay arrangements. Such contractual purchase obligations are primarily purchase orders at fair
value that are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such purchase obligations
will adversely affect our liquidity position.
SIGNIFICANT ACCOUNTING POLICIES AND
ESTIMATES
In preparing our financial statements in accordance with U.S.
GAAP, there are certain accounting policies that may require
a choice between acceptable accounting methods or may
require substantial judgment or estimation in their application.
These include revenue recognition, 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.
Revenue Recognition
24 The Procter & Gamble Company
Our revenue is primarily generated from the sale of finished
product to customers. Those sales predominantly contain a
single performance obligation and revenue is recognized at a
single point in time when ownership, risks and rewards transfer,
which can be on the date of shipment or the date of receipt by
the customer. Trade promotions, consisting primarily of
customer pricing allowances, in-store merchandising funds,
advertising and other promotional activities, 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 at the time of the
sale. Amounts accrued for trade promotions at the end of a
period require estimation, based on contractual terms, sales
volumes and historical utilization and redemption rates. The
actual amounts paid may be different from such estimates.
These differences, which have historically not been significant,
are recognized as a change in management estimate in a
subsequent period. The Company adopted ASU 2014-09,
“Revenue from Contracts with Customers (Topic 606)” on July
1, 2018. Adoption of this standard resulted in a change in the
timing of recognition of certain trade promotional spending.
See Note 1 to our Consolidated Financial Statements.
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
those estimates and our effective tax rate. See Note 5 to the
Consolidated Financial Statements for additional details on the
Company's income taxes.
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 2019,
the average return on assets assumptions for pension plan assets
and OPEB assets was 6.6% 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 $115 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
reporting units and
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 1.9% represents a weighted average
of local rates in countries where such plans exist. A 100 basis
point 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 3.7% reflects the
higher interest rates generally applicable in the U.S., which is
where a majority of the plan participants receive benefits. A
100 basis point change in the discount rate would impact annual
after-tax OPEB expense by approximately $60 million. See
Note 8 to the Consolidated Financial Statement for additional
details on our defined benefit pension and OPEB plans.
Goodwill and Intangible Assets
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 establish and 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 progression, Company business plans
and the discount rate applied to cash flows.
Indefinite-lived intangible assets and goodwill are not
amortized, but are tested at least annually for impairment. Our
ongoing annual impairment testing for goodwill and indefinite-
lived intangible assets occurs during the 3 months ended
December 31.
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 (step one), we compare
The Procter & Gamble Company 25
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 (step two) 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. The difference between the step one fair value
and the amounts allocated to the assets and liabilities in step
two is the implied fair value of the reporting unit’s goodwill.
If this 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
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. An 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.
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. The Appliances
wholly-acquired reporting unit has a fair value
that
significantly exceeds the underlying carrying value. As
previously disclosed, the fair value of the Shave Care reporting
unit and the related Gillette indefinite-lived intangible asset
have been reduced during the recent year to amounts that
approximated carrying value. The fair value reductions were
due in large part to significant currency devaluations in a
number of countries relative to the U.S. dollar, a deceleration
of category growth caused by changing grooming habits,
primarily in the developed markets, and an increased
competitive market environment in the U.S. and certain other
markets, which collectively have resulted in reduced cash flow
projections. The business continued to be impacted by these
factors during the quarter ended June 30, 2019, which reduced
previous estimates of earnings for both fiscal 2019 and fiscal
2020. Because of this, we re-performed our step one
impairment tests for these assets as of June 30, 2019 and
determined that the fair values have been reduced below their
respective carrying values.
Therefore, we conducted a step two test of goodwill for the
Shave Care reporting unit. Step two requires that we allocate
the fair value of the reporting unit to identifiable assets and
26 The Procter & Gamble Company
(6)%
(5)%
(5)%
-25 bps
Growth Rate
+25 bps
Discount Rate
Shave Care goodwill
reporting unit
Approximate Percent Change in
Estimated Fair Value
Gillette indefinite-lived
intangible asset
these events, changes in operating plans or 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 would trigger future impairment charges of the reporting
unit's goodwill and indefinite-lived intangibles.
The table below provides a sensitivity analysis for the Shave
Care reporting unit and the Gillette indefinite-lived intangible
asset, utilizing reasonably possible changes in the assumptions
for the shorter term and residual growth rates and the discount
rate, to demonstrate the potential impacts to the estimated fair
values. The table below provides, in isolation, the estimated
fair value impacts related to a 25 basis point increase to
discount rate or a 25 basis point decrease to our shorter-term
and residual growth rates, both of which would result in
incremental impairment charges to the Gillette indefinite-lived
intangible asset.
liabilities of the reporting unit, including previously amortized
or unrecognized intangible assets. Any residual fair value after
this allocation is compared to the goodwill balance and any
excess goodwill is charged to expense. The step two test
resulted in an implied fair value of the Shave Care goodwill
that was below the carrying value. Therefore, we recognized
a non-cash before and after-tax impairment charge of $6.8
billion. The resulting carrying value of the Shave Care goodwill
is $12.6 billion as of June 30, 2019. As a result of the
methodology used in the step two testing, the Shave Care fair
value now exceeds the carrying value by approximately 20%.
This is primarily due to higher estimated fair values for certain
fixed assets and defined lived intangibles assets, both of which
have been partially amortized subsequent to their initial
acquisition, along with fair values assigned to intangible assets
not eligible for recognition in the financial statements.
The Gillette indefinite-lived intangible asset impairment
charge was $1.6 billion ($1.2 billion after tax). This charge
was equal to the difference between its estimated fair value (as
calculated in step one) and its carrying value. The resulting
carrying value of the Gillette indefinite-lived intangible asset
is $14.1 billion as of June 30, 2019, which is equal to its
estimated fair value. As a result, the Gillette indefinite-lived
intangible asset is more susceptible to future impairment risk.
The Shave Care goodwill and Gillette indefinite-lived asset
impairment charges are presented as a separate line item in the
Consolidated Statements of Earnings. Irrespective of these
impairment charges, the Shave Care business has consistently
generated significant earnings and cash flow and will continue
to be a strategic business for the Company, with attractive
earnings, cash flow and growth opportunities.
The most significant assumptions utilized in the determination
of the estimated fair values of the Shave Care reporting unit
and the Gillette indefinite-lived intangible asset are the net
sales and earnings growth rates (including residual growth
rates) and discount rate. The residual growth rate represents
the expected rate at which the reporting unit and Gillette brand
are expected to grow beyond the shorter-term business
planning period and approximates expected long term category
market growth rates. The net sales and earnings growth rates
are dependent on overall market growth rates, the competitive
environment, inflation, relative currency exchange rates,
business activities that impact market share and input cost
fluctuations. As a result, these growth rates could be adversely
impacted by a sustained deceleration in category growth,
grooming habit changes, an
increased competitive
environment, increases in input costs or devaluation of
currencies against the U.S. dollar. Spot rates as of the fair value
measurement date are utilized in our fair value estimates for
cash flows outside the U.S. The discount rate, which is
consistent with a weighted average cost of capital that is likely
to be expected by a market participant, is based upon industry
required rates of return, including consideration of both debt
and equity components of the capital structure. Our discount
rate may be
the
macroeconomic environment, volatility in the equity and debt
markets or other country specific factors, such as further
devaluation of currencies against the U.S. dollar. While
management can and has implemented strategies to address
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. 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 within our financing operations, as
discussed below, 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 RiskManager™ value-at-risk model using a one-year
horizon and a 95% confidence level. The model incorporates
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, 2019.
impacted by adverse changes
OTHER INFORMATION
(5)%
in
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, 2019. 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
ended June 30, 2019,
including derivative and other
instruments sensitive to interest rates, we believe a near-term
change in interest rates, at a 95% confidence level based on
historical interest rate movements, would not materially affect
our financial statements.
Currency Rate Exposure on Financial Instruments. Because
we manufacture and sell products and finance operations in a
number of countries throughout the world, we are exposed to
the impact on revenue and expenses of movements in currency
exchange rates. Corporate policy prescribes the range of
allowable hedging activity. To manage the exchange rate risk
associated with the financing of our operations, we primarily
use forward contracts and currency swaps with maturities of
less than 18 months.
Based on our currency rate exposure on derivative and other
instruments as of and during the year ended June 30, 2019, 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, 2019 and June 30,
2018, we did not have any commodity hedging activity.
Measures Not Defined By U.S. GAAP
In accordance with the SEC's Regulation S-K Item 10(e), the
following provides definitions of the non-GAAP measures and
the reconciliation to the most closely related GAAP measures.
We believe that these measures provide useful perspective of
underlying business trends (i.e. trends excluding non-recurring
The Procter & Gamble Company 27
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 July 1,
2018 adoption of new accounting standards for "Revenue from
Contracts with Customers", acquisitions, divestitures and
foreign exchange from year-over-year comparisons. The
impact of the adoption of the new accounting standard for
Revenue from Contracts with Customers is driven by the
prospective reclassification of certain customer spending from
marketing (SG&A) expense to a reduction of net sales. 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.
The following tables provide a numerical reconciliation of
to reported net sales growth:
organic sales growth
Year ended
June 30, 2019
Beauty
Grooming
Health Care
Fabric & Home
Care
Net Sales
Growth
Foreign
Exchange
Impact
Acquisition
&
Divestiture
Impact/
Other (1)
Organic
Sales
Growth
4 %
(5)%
5 %
3 %
4 %
5 %
3 %
3 %
— %
1 %
(2)%
1 %
8 %
1 %
6 %
7 %
4 %
(2)%
— %
Baby, Feminine
& Family Care
TOTAL
COMPANY
(1) Acquisition & Divestiture Impact/Other includes the volume and
mix impact of acquisitions and divestitures, the impact from the
July 1, 2018 adoption of a new accounting standard for "Revenue
from Contracts with Customers" and rounding impacts necessary
to reconcile net sales to organic sales.
— %
1 %
5%
4%
2 %
Adjusted Free Cash Flow. Adjusted free cash flow is defined
as operating cash flow less capital spending and excluding
certain tax payments related to the transitional tax resulting
from the U.S. Tax Act (the Company incurred a transitional tax
liability of approximately $3.8 billion from the U.S. Tax Act,
which is payable over a period of 8 years). Adjusted free cash
flow represents the cash that the Company is able to generate
28 The Procter & Gamble Company
after taking into account planned maintenance and asset
expansion. We view adjusted free cash flow as an important
measure because it is one factor used in determining the amount
of cash available for dividends, share repurchases, acquisitions
and other discretionary investments.
The following table provides a numerical reconciliation of
adjusted free cash flow ($ millions):
Operating
Cash Flow
Capital
Spending
Adjustments to
Operating Cash
Flow (1)
Adjusted Free
Cash Flow
2019 $
15,242 $
(3,347) $
2018 $
14,867 $
(3,717) $
235 $
— $
12,130
11,150
(1) Adjustments to Operating Cash Flow relate to tax payments for
the transitional tax resulting from the U.S. Tax Act.
Adjusted Free Cash Flow Productivity. Adjusted free cash
flow productivity is defined as the ratio of adjusted free cash
flow to net earnings excluding 1) the fiscal 2019 Shave Care
impairment and 2) the fiscal 2019 gain on dissolution of the
PGT Healthcare partnership. 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
Productivity
2019 $ 3,966 $
105%
(1) Adjustments to Net Earnings relate to the Shave Care impairment
charges and the gain on the dissolution of the PGT Healthcare
partnership in fiscal 2019.
11,591 $ 12,130
Adjusted
Free
Cash
Flow
7,625 $
Core EPS. Core EPS is a measure of the Company's diluted net earnings per share from continuing operations adjusted as indicated.
Management views this non-GAAP measure as a useful supplemental measure of Company performance over time. Core EPS is
also used in assessing the achievement of management goals for at-risk compensation. 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. In
2012, the Company began a $10 billion strategic productivity and cost savings initiative that includes incremental restructuring
activities. In 2017, we communicated details of an additional multi-year productivity and cost savings plan. This results 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.
• Gain on Dissolution of the PGT Healthcare Partnership: The Company dissolved our PGT Healthcare partnership, a venture
between the Company and Teva Pharmaceuticals Industries, Ltd (Teva) in the OTC consumer healthcare business, during the
year ended June 30, 2019. The transaction was accounted for as a sale of the Teva portion of the PGT business; the Company
recognized an after-tax gain on the dissolution of $353 million.
• Transitional Impacts of the U.S. Tax Act: As discussed in Note 5 to the Consolidated Financial Statements, the U.S. government
enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Act”) in December
2017. This resulted in a net charge of $602 million for the fiscal year 2018. The adjustment to core earnings only includes
this transitional impact. It does not include the ongoing impacts of the lower U.S. statutory rate on pre-tax earnings.
•
• Early debt extinguishment charges: In fiscal 2018, the Company recorded after-tax charges of $243 million, due to the early
extinguishment of certain long-term debt. These charges represent the difference between the reacquisition price and the par
value of the debt extinguished.
Shave Care Impairment: As discussed in Note 4 to the Consolidated Financial Statements and in the Significant Accounting
Policies and Estimates section of the MD&A, in the fourth quarter of fiscal 2019, the Company recognized a one-time, non-
cash after-tax charge of $8.0 billion ($8.3 billion before tax) to adjust the carrying values of the Shave Care reporting unit.
This was comprised of a before and after-tax impairment charge of $6.8 billion related to goodwill and an after-tax impairment
charge of $1.2 billion ($1.6 billion before tax) to reduce the carrying value of the Gillette indefinite-lived intangible assets.
• Anti-Dilutive Impacts: As discussed in Note 6 to the Consolidated Financial Statements, the Shave Care impairment charges
caused preferred shares that are normally dilutive (and hence, normally assumed converted for purposes of determining diluted
earnings per share) to be anti-dilutive. Accordingly for U.S. GAAP, the preferred shares were not assumed to be converted
into common shares for diluted earnings per share and the related dividends paid to the preferred shareholders were deducted
from net income to calculate earnings available to common shareholders. As a result of the non-GAAP Shave Care impairment
adjustment, these instruments are dilutive for non-GAAP core earnings per share.
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
in determining their at-risk compensation.
The Procter & Gamble Company 29
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Reconciliation of Non-GAAP Measures
Twelve Months Ended June 30, 2019
AS
REPORTED
(GAAP)
ANTI-
DILUTIVE
IMPACTS
INCREMENTAL
RESTRUCTURING
SHAVE CARE
IMPAIRMENT
GAIN ON
DISSOLUTION
OF PGT
PARTNERSHIP
ROUNDING
NON-GAAP
(CORE)
COST OF PRODUCTS SOLD
$
34,768
$
— $
(426) $
— $
— $
— $
34,342
SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSE
OPERATING INCOME
INCOME TAX ON CONTINUING
OPERATIONS
NET EARNINGS ATTRIBUTABLE
TO P&G
19,084
5,487
2,103
3,897
—
—
—
—
23
403
69
354
—
8,345
367
7,978
—
—
(2)
(353)
(1)
1
—
1
19,106
14,236
2,537
11,877
Core EPS
263
3,634
Diluted Net Earnings attributable to
common shareholders (1)
Diluted Weighted Average Common
Shares Outstanding (1)
DILUTED NET EARNINGS PER
COMMON SHARE
(1) The reduction in net earnings from current period charge for the Shave Care impairment caused the preferred shares outstanding to be anti-dilutive. Accordingly, for
U.S. GAAP, the preferred shares were not assumed to be converted into common shares for diluted earnings per share and the related dividends paid to the preferred
shareholders were deducted from net income to calculate earnings available to common shareholders. Excluding the impairment charge results in higher non-GAAP
earnings which causes the preferred shares to be dilutive. The adjustments in this row are made to reflect the dilutive preferred share impact resulting from the Shave
Care impairment adjustment.
(0.13) $
2,539.5
— $
7,978
(353)
90.2
0.06
0.13
3.03
1.43
354
$
$
$
$
$
1
2,629.7
11,877
4.52
CHANGE VERSUS YEAR AGO
CORE EPS
7%
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Reconciliation of Non-GAAP Measures
Twelve Months Ended June 30, 2018
AS
REPORTED
(GAAP)
INCREMENTAL
RESTRUCTURING
TRANSITIONAL
IMPACTS OF THE
U.S. TAX ACT
EARLY DEBT
EXTINGUISHMENT
ROUNDING
NON-GAAP
(CORE)
COST OF PRODUCTS SOLD
$
34,432
$
(724) $
— $
— $
(1) $
33,707
SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSE
OPERATING INCOME
INCOME TAX ON CONTINUING
OPERATIONS
NET EARNINGS ATTRIBUTABLE
TO P&G
DILUTED NET EARNINGS PER
COMMON SHARE*
19,037
13,363
3,465
9,750
(1)
725
129
610
—
—
(602)
602
—
—
103
243
1
—
—
19,037
14,088
3,095
(1)
11,204
Core EPS
$
3.67
$
0.23
$
0.23
$
0.09
$
— $
4.22
* Diluted net earnings per share are calculated on Net earnings attributable to Procter & Gamble.
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.
30 The Procter & Gamble Company
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, 2019, 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, 2019, 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, 2019, 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, Chief Operating Officer and Chief Financial Officer
August 6, 2019
The Procter & Gamble Company 31
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of The Procter & Gamble Company
Opinion on the Financial Statements
We have audited the accompanying Consolidated Balance Sheets of The Procter & Gamble Company and subsidiaries (the
"Company") as of June 30, 2019 and 2018, 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, 2019 and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of June 30, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the
period ended June 30, 2019, 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)
(PCAOB), the Company's internal control over financial reporting as of June 30, 2019, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and
our report dated August 6, 2019 expressed an unqualified opinion on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for revenue from contracts
with customers in the year ended June 30, 2019 due to the adoption of Accounting Standards Update 2014-09, Revenue from
Contracts with Customers (Topic 606).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.
Goodwill and Intangible Assets - Shave Care Goodwill and Gillette Indefinite Lived Intangible Asset - Refer to Notes 1
and 4 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill and indefinite lived intangible assets for impairment involves the comparison of the fair
value of each reporting unit or indefinite lived intangible asset to its carrying value. The Company estimates fair value using
the income method, which is based on the present value of estimated future cash flows attributable to the respective assets. This
requires management to make significant estimates and assumptions related to forecasts of future net sales and earnings, including
growth rates beyond a 10-year time period, royalty rates and discount rates. Changes in the assumptions could have a significant
impact on either the fair value, the amount of any impairment charge, or both. The Company performed their annual impairment
assessments of the Shave Care reporting unit as of October 1, 2018 and the Gillette brand indefinite-lived intangible asset (the
“Gillette brand”) as of December 31, 2018. Because the estimated fair values exceeded their carrying values, no impairments
were recorded. Given recent reductions in cash flows caused by currency devaluations, changing consumer grooming habits
affecting demand and an increase in the competitive market environment, the Company revised their cash flow estimates and
32 The Procter & Gamble Company
updated their fair value estimates for both the Shave Care reporting unit and the Gillette brand as of June 30, 2019 and determined
the carrying values exceeded the fair values resulting in an impairment of the Shave Care Goodwill and the Gillette brand. The
Company measured the impairment of goodwill using the two-step method which requires management to make significant
estimates and judgments to allocate the fair value of the Shave Care reporting unit to its identifiable assets and liabilities including
estimating the fair value of property, plant and equipment and intangibles. The residual fair value of the Shave Care reporting
unit was compared to the carrying value of its goodwill with the excess in carrying value of $6.8 billion before and after tax
recorded as an impairment. The impairment of the Gillette brand of $1.6 billion before tax and $1.2 billion after tax was measured
as the difference between its fair value and carrying value. As of June 30, 2019, after recording of the impairments, the Shave
Care reporting unit goodwill was $12.6 billion, and the Gillette brand was $14.1 billion.
We identified the Company’s impairment evaluations of goodwill for the Shave Care reporting unit and the Gillette brand as a
critical audit matter because of the recent reductions in cash flows and the significant judgments made by management to estimate
the fair values of the reporting unit and the brand and to estimate the fair value of the reporting unit’s assets and liabilities for
purposes of measuring the impairment of goodwill. A high degree of auditor judgment and an increased extent of effort was
required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related
to the forecasts of future net sales and earnings as well as the selection of royalty rates and discount rates and the estimation and
allocation of fair value to the reporting unit’s assets and liabilities including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to forecasts of future net sales and earnings and the selection of the royalty rates and discount rates
for the Shave Care reporting unit and the Gillette brand included the following, among others:
• We tested the effectiveness of controls over goodwill and indefinite lived intangible assets, including those over the
determination of fair value, such as controls related to management’s development of forecasts of future net sales, earnings,
the selection of royalty rates, discount rates and allocation of the reporting unit fair value to its identifiable assets and liabilities.
• We evaluated management’s ability to accurately forecast net sales and earnings by comparing actual results to management’s
historical forecasts.
• We evaluated the reasonableness of management’s forecast of net sales and earnings by comparing the forecasts to:
• Historical net sales and earnings.
• Underlying analysis detailing business strategies and growth plans.
•
•
Internal communications to management and the Board of Directors.
Forecasted information included in Company press releases as well as in analyst and industry reports for the Company
and certain of its peer companies.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, net sales and
earnings growth rates, royalty rates, discount rates and estimation and allocation of the reporting unit fair value to its identifiable
assets and liabilities by:
• Testing the source information underlying the determination of net sales and earnings growth rates, royalty rates,
discount rates, estimation and allocation of the reporting unit fair value to its identifiable assets and liabilities and the
mathematical accuracy of the calculations.
• Developing a range of independent estimates for the discount rates and comparing those to the discount rates selected
by management.
Acquisition of the over the counter healthcare business of Merck KGaA - Refer to Note 14 to the financial statements
Critical Audit Matter Description
The Company completed the acquisition of the over the counter healthcare business of Merck KGaA (Merck OTC) for $3.7
billion on November 30, 2018. The Company accounted for this transaction under the acquisition method of accounting for
business combinations. Accordingly, the purchase price was allocated, on a preliminary basis, to the assets acquired and liabilities
assumed based on their respective fair values, including identified intangible assets of $2.1 billion and resulting goodwill of
$2.1 billion. Of the identified intangible assets acquired, the most significant included brand indefinite lived intangible assets
of $946 million and brand defined life intangible assets of $701 million (the “brand intangible assets”). The Company estimated
the fair value of the brand intangible assets using the royalty savings method, which is a specific discounted cash flow method
that required management to make significant estimates and assumptions related to future cash flows and the selection of royalty
rates and discount rates.
The Procter & Gamble Company 33
We identified the brand intangible assets for Merck OTC as a critical audit matter because of the significant estimates and
assumptions management makes to fair value these assets for purposes of recording the acquisition. This required a high degree
of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of
management’s forecasts of future cash flows as well as the selection of the royalty rates and discount rates, including the need
to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasts of future cash flows and the selection of the royalty rates and discount rates for the
brand intangible assets included the following, among others:
• We tested the effectiveness of controls over the valuation of the brand intangible assets, including management’s controls
over forecasts of future cash flows and selection of the royalty rates and discount rates.
• We evaluated the reasonableness of management’s forecasts of future cash flows by comparing the projections to historical
results and certain peer companies.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, royalty rates
and discount rates by:
•
•
Testing the source information underlying the determination of the royalty rates and discount rates and testing the
mathematical accuracy of the calculations.
Developing a range of independent estimates for the discount rates and comparing those to the discount rates selected
by management.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
August 6, 2019
We have served as the Company’s auditor since 1890.
34 The Procter & Gamble Company
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of The Procter & Gamble Company
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of The Procter & Gamble Company and subsidiaries (the "Company")
as of June 30, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of June 30, 2019, based on criteria established in Internal Control - Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended June 30, 2019, of the Company and our report dated
August 6, 2019, expressed an unqualified opinion on those financial statements and included an explanatory paragraph related to
the Company’s change in method of accounting for revenue from contracts with customers in the year ended June 30, 2019 due
to the adoption of Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606).
Basis for Opinion
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 are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process 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. 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
August 6, 2019
Consolidated Statements of Earnings
Amounts in millions except per share amounts; Years ended June 30
NET SALES
Cost of products sold
Selling, general and administrative expense
Goodwill and indefinite lived intangibles impairment charges
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 FROM DISCONTINUED OPERATIONS
NET EARNINGS
Less: Net earnings attributable to noncontrolling interests
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
BASIC NET EARNINGS PER COMMON SHARE: (1)
Earnings from continuing operations
Earnings from discontinued operations
BASIC NET EARNINGS PER COMMON SHARE
DILUTED NET EARNINGS PER COMMON SHARE: (1)
Earnings from continuing operations
Earnings from discontinued operations
DILUTED NET EARNINGS PER COMMON SHARE
The Procter & Gamble Company 35
2019
$ 67,684
2018
2017
$ 66,832
$ 65,058
34,768
19,084
8,345
5,487
509
220
871
6,069
2,103
3,966
—
3,966
69
3,897
1.45
—
1.45
1.43
—
1.43
$
$
$
$
$
34,432
19,037
—
32,638
18,654
—
13,363
13,766
506
247
222
13,326
3,465
9,861
—
9,861
111
9,750
465
171
(215)
13,257
3,063
10,194
5,217
15,411
85
$ 15,326
3.75
—
3.75
3.67
—
3.67
$
$
$
$
3.79
2.01
5.80
3.69
1.90
5.59
$
$
$
$
$
(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.
36 The Procter & Gamble Company
Consolidated Statements of Comprehensive Income
Amounts in millions; Years ended June 30
NET EARNINGS
2019
2018
2017
$
3,966
$
9,861
$
15,411
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
Foreign currency translation (net of $78, $(279) and $(186) tax, respectively)
(213)
(305)
(148)
334
(119)
9,742
109
(67)
(59)
1,401
1,275
16,686
85
184
169
140
4,106
70
$
4,036
$
9,633
$
16,601
Unrealized gains/(losses) on investment securities (net of $0, $0 and $(6) tax,
respectively)
Unrealized gains on defined benefit retirement plans (net of $22, $68 and $551 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
See accompanying Notes to Consolidated Financial Statements.
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
Prepaid expenses and other current assets
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
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:
2019 - 4,009.2, 2018 - 4,009.2)
Additional paid-in capital
Reserve for ESOP debt retirement
Accumulated other comprehensive income/(loss)
Treasury stock, at cost (shares held: 2019 - 1,504.5, 2018 -1,511.2)
Retained earnings
Noncontrolling interest
TOTAL SHAREHOLDERS' EQUITY
The Procter & Gamble Company 37
2019
2018
$
4,239
$
6,048
4,951
1,289
612
3,116
5,017
2,218
22,473
21,271
40,273
24,215
6,863
2,569
9,281
4,686
1,335
588
2,815
4,738
2,046
23,320
20,600
45,175
23,902
5,313
$
115,095
$
118,310
$
11,260
$
10,344
9,054
9,697
30,011
20,395
6,899
10,211
67,516
928
—
4,009
63,827
(1,146)
(14,936)
(100,406)
94,918
385
47,579
7,470
10,423
28,237
20,863
6,163
10,164
65,427
967
—
4,009
63,846
(1,204)
(14,749)
(99,217)
98,641
590
52,883
118,310
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
115,095
$
See accompanying Notes to Consolidated Financial Statements.
38 The Procter & Gamble Company
Consolidated Statements of Shareholders' Equity
Dollars in millions;
shares in thousands
Common Stock
Shares
Amount
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, 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
income/(loss)
Dividends and dividend
equivalents ($2.6981 per
share):
Common
Preferred, net of tax benefits
Treasury stock purchases (1)
Employee stock plans
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
1,275
(6,989)
(247)
(14,625)
3,058
28
41
81
(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
Net earnings
Other comprehensive
income/(loss)
Dividends and dividend
equivalents ($2.7860 per
share):
Common
Preferred, net of tax benefits
Treasury stock purchases
Employee stock plans
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
(81,439)
21,655
4,580
199
6
(39)
9,750
111
9,861
(117)
(2)
(119)
(7,057)
(265)
(7,004)
1,469
33
45
89
(7,057)
(265)
(7,004)
1,668
—
134
(113)
(113)
BALANCE JUNE 30, 2018
2,498,093
$4,009
$967 $63,846
($1,204) ($14,749)
($99,217) $98,641
$590 $52,883
Impact of adoption of new
accounting standards
Net earnings
Other comprehensive
income/(loss)
Dividends and dividend
equivalents ($2.8975 per
share):
Common
Preferred, net of tax benefits
Treasury stock purchases
Employee stock plans
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
BALANCE JUNE 30, 2019
(1)
(326)
(200)
(27)
(553)
139
3,897
69
1
3,966
140
(53,714)
55,734
4,638
(39)
93
6
(118)
(7,256)
(263)
(5,003)
3,781
33
58
99
(7,256)
(263)
(5,003)
3,874
—
157
(248)
(366)
2,504,751
$4,009
$928 $63,827
($1,146) ($14,936)
($100,406) $94,918
$385 $47,579
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.
Consolidated Statements of Cash Flows
Amounts in millions; Years ended June 30
2019
2018
2017
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF
YEAR
OPERATING ACTIVITIES
$
2,569
$
5,569
$
8,098
The Procter & Gamble Company 39
Net earnings
Depreciation and amortization
Loss on early extinguishment of debt
Share-based compensation expense
Deferred income taxes
Gain on sale of assets
Goodwill and indefinite-lived intangible 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
Acquisitions, net of cash acquired
Purchases of short-term investments
Proceeds from sales and maturities of short-term investments
Cash transferred at closing related to the Beauty Brands divestiture
Change in other investments
TOTAL INVESTING ACTIVITIES
FINANCING ACTIVITIES
Dividends to shareholders
Change in short-term debt
Additions to long-term debt
Reductions of long-term debt (1)
Treasury stock purchases
Impact of stock options and other
TOTAL FINANCING ACTIVITIES
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS
AND RESTRICTED CASH
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR
SUPPLEMENTAL DISCLOSURE
Cash payments for interest
Cash payment for income taxes
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.
(1)
Includes early extinguishment of debt costs of $346 and $543 in 2018 and 2017 respectively.
3,966
2,824
—
515
(411)
(678)
8,345
(276)
(239)
1,856
(973)
313
15,242
(3,347)
394
(3,945)
(158)
3,628
—
(62)
(3,490)
(7,498)
(2,215)
2,367
(969)
(5,003)
3,324
(9,994)
(88)
1,670
4,239
497
3,064
$
$
9,861
2,834
346
395
(1,844)
(176)
—
(177)
(188)
1,385
2,000
431
14,867
(3,717)
269
(109)
(3,909)
3,928
—
27
(3,511)
(7,310)
(3,437)
5,072
(2,873)
(7,004)
1,177
(14,375)
19
(3,000)
2,569
529
2,830
$
$
$
$
15,411
2,820
543
351
(601)
(5,490)
—
(322)
71
(149)
(43)
162
12,753
(3,384)
571
(16)
(4,843)
1,488
(475)
(26)
(6,685)
(7,236)
2,727
3,603
(4,931)
(5,204)
2,473
(8,568)
(29)
(2,529)
5,569
518
3,714
11,360
See accompanying Notes to Consolidated Financial Statements.
40 The Procter & Gamble Company
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
We have on-the-ground 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, e-
commerce, grocery stores, membership club stores, drug
stores, department stores, distributors, wholesalers, baby
stores, specialty beauty stores, high-frequency stores and
pharmacies.
in
approximately 70 countries.
Basis of Presentation
The Consolidated Financial Statements include the Company
and its controlled subsidiaries. Intercompany transactions are
eliminated.
Because of a lack of control over Venezuela subsidiaries caused
by a number of currency and other operating controls and
restrictions, our Venezuelan subsidiaries are not consolidated
for any year presented. We account for those subsidiaries using
the cost method of accounting.
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
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
Our revenue is primarily generated from the sale of finished
product to customers. Those sales predominantly contain a
single performance obligation and revenue is recognized at a
single point in time when ownership, risks and rewards transfer,
which can be on the date of shipment or the date of receipt by
the customer. A provision for payment discounts and product
Amounts in millions of dollars except per share amounts or as otherwise specified.
return allowances is recorded as a reduction of sales in the same
period the revenue is recognized. 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.
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 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 2019, $1.9
billion in 2018 and $1.9 billion in 2017 (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
$6.8 billion in 2019, $7.1 billion in 2018 and $7.1 billion in
2017 (reported in Net earnings from continuing operations).
Non-advertising related components of the Company's total
marketing spending reported in SG&A include costs associated
with consumer promotions, product sampling and sales aids.
Other Non-Operating Income/(Expense), Net
Other non-operating income/(expense), net primarily includes
net acquisition and divestiture gains, non-service components
of net defined benefit costs, 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 rates, 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 primarily consist of readily marketable
debt securities. Unrealized gains or losses from investments
classified as trading, if any, are charged to earnings. Unrealized
gains or losses on debt securities classified as available-for-
sale are 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
and cost method investments are included as Other noncurrent
assets in the Consolidated Balance Sheets.
Inventory Valuation
Inventories are valued at the lower of cost or market value.
Product-related inventories are maintained on the first-in, first-
out method. The cost of spare part inventories is maintained
using the average-cost method.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost reduced by
accumulated depreciation. Depreciation expense is recognized
over the assets' estimated useful lives using the straight-line
method. Machinery and equipment includes office furniture
and fixtures (15-year life), computer equipment and capitalized
software (3- to 5-year lives) and manufacturing equipment (3-
to 20-year lives). Buildings are depreciated over an estimated
useful life of 40 years. Estimated useful lives are periodically
reviewed and, when appropriate, changes are made
prospectively. When certain events or changes in operating
The Procter & Gamble Company 41
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,
underlying 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
On July 1, 2018, we adopted ASU 2014-09, "Revenue from
Contracts with Customers (Topic 606)." This guidance outlines
a single, comprehensive model of accounting for revenue from
contracts with customers. We adopted the standard using the
modified retrospective transition method, under which prior
periods were not revised to reflect the impacts 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. Accordingly, the timing of revenue recognition is not
Amounts in millions of dollars except per share amounts or as otherwise specified.
42 The Procter & Gamble Company
materially impacted by the new standard. Trade promotions,
consisting primarily of customer pricing allowances, in-store
merchandising funds, advertising and other promotional
activities, and consumer coupons, are offered through various
programs to customers and consumers. The adoption of the
new standard accelerated the accrual timing for certain portions
of our customer and consumer promotional spending, which
resulted in a cumulative reduction to Retained earnings of
$534, net of tax, on the date of adoption. The provisions of
the new standard also impact the classification of certain
payments to customers, moving such payments from expense
to a deduction from net sales. Had this standard been effective
and adopted during fiscal 2018, the impact would have been
to reclassify $309 for the year ended June 30, 2018, with no
impact to operating income. We elected certain practical
expedients included in the guidance related to shipping and
handling costs, which was not material to our Consolidated
Financial Statements. This new guidance does not have any
other material impacts on our Consolidated Financial
Statements, including financial disclosures.
On July 1, 2018, we adopted ASU 2017-07, "Compensation-
Retirement Benefits: Improving the 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.
the standard
retrospectively, using the practical expedient which allows
entities to use information previously disclosed in their pension
and other postretirement benefit plans footnote as the basis to
apply the retrospective presentation requirements. As such,
prior periods’ results have been revised to report the other
components of net defined benefit costs, previously reported
in Cost of products sold and SG&A, in Other non-operating
income, net.
We adopted
On July 1, 2018, we adopted ASU 2016-18, "Statement of Cash
Flows: Restricted Cash (Topic 230)." This guidance requires
the Statement of Cash Flows to present changes in the total of
cash, cash equivalents and restricted cash. Prior to the adoption
of this ASU, the relevant accounting guidance did not require
the Statement of Cash Flows to include changes in restricted
cash. We currently have no significant restricted cash balances.
Historically, we had restricted cash balances and changes
related to divestiture activity. Such balances were presented
as Current assets held for sale on the balance sheets, with
changes presented as Investing activities on the Statements of
Cash Flow. In accordance with ASU 2016-08, such balances
are now included in the beginning and ending balances of Cash,
cash equivalents and restricted cash for all periods presented.
On July 1, 2018, we early adopted ASU 2018-02,
"Reclassification of Certain Tax Effects from Accumulated
Other Comprehensive Income (Topic 220)." This guidance
permits companies to make an election to reclassify stranded
Amounts in millions of dollars except per share amounts or as otherwise specified.
tax effects from the recently enacted U.S. Tax Cuts and Jobs
Act included in Accumulated other comprehensive income/
(loss) (AOCI) to Retained earnings. ASU 2018-02 is effective
for fiscal years beginning after December 15, 2018, including
interim periods within those fiscal years, with early adoption
permitted. The reclassification from the adoption of this
standard resulted in an increase of $326 to Retained earnings
and a decrease of $326 to AOCI.
On July 1, 2018, we adopted ASU 2016-16, "Income Taxes
(Topic 740): Intra-Entity transfers of Assets other than
Inventory." We adopted this standard on a modified
retrospective basis. The standard eliminates the prohibition in
ASC 740 against the immediate recognition of the current and
deferred income tax effects of intra-entity transfers of assets
other than inventory. The adoption of ASU 2016-16 did not
have a material impact on our Consolidated Financial
Statements, including the cumulative effect adjustment
required upon adoption.
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. In July
2018, the FASB issued ASU 2018-11, “Leases (Topic 842)
Targeted Improvements”. The updated guidance provides an
optional transition method, which allows for the application of
the standard as of the adoption date with no restatement of prior
period amounts. We plan to adopt the standard on July 1, 2019
under the optional transition method described above. We are
currently in the process of implementing lease accounting
software as well as assessing the impact that the new standard
will have on our Consolidated Financial Statements. The
impact of the standard will consist primarily of a balance sheet
gross up of our operating leases to show equal and offsetting
lease assets and lease liabilities. Subject to the completion of
our assessment, we expect the adoption of the standard to result
in an increase to our total assets of approximately 1%.
In January 2017, the FASB issued ASU 2017-04, "Intangibles-
Goodwill and Other (Topic 350): Simplifying the Test for
Goodwill Impairment." The standard simplifies 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.
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.
The Procter & Gamble Company 43
costs, certain acquisition and divestiture gains, interest and
investing income and other financing costs.
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
Skin and Personal Care
Family Care
Oral Care
Shave Care
Feminine Care
All Other
TOTAL
% of Sales by Business Unit (1)
2018
22%
13%
10%
10%
9%
8%
8%
8%
6%
6%
100% 100%
2019
22%
12%
10%
10%
10%
9%
8%
8%
6%
5%
2017
22%
14%
10%
10%
8%
8%
8%
9%
6%
5%
100%
(1) % of sales by business unit excludes sales held in Corporate.
Net sales and long-lived assets in the United States and
internationally were as follows (in billions):
Years ended June 30
NET SALES
United States
International
LONG-LIVED ASSETS (1)
2019
2018
2017
$ 28.6
$ 27.3
$ 27.3
$ 39.1
$ 39.5
$ 37.8
United States
International
$ 10.0
$
9.7
$
8.8
$ 11.3
$ 10.9
$ 11.1
(1) 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, Walmart Inc. and its affiliates, accounted
for consolidated net sales of approximately 15%, 15% and 16%
in 2019, 2018 and 2017, respectively. No other customer
represents more than 10% of our consolidated net sales.
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. This business
is reported as discontinued operations for the year ended June
30, 2017 (see Note 13).
Under U.S. GAAP, our 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, Pain Relief, 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,
Taped Diapers and Pants); Feminine Care (Adult
Incontinence, Feminine Care); Family Care (Paper
Towels, Tissues, Toilet Paper).
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.
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, including the impacts from the U.S. Tax
Act in fiscal 2018 (see Note 5).
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
maintain a competitive cost structure, including manufacturing
and workforce optimization, certain significant asset
impairment charges and other general Corporate items. The
non-operating elements in Corporate primarily include interest
expense, certain pension and other postretirement benefit
Amounts in millions of dollars except per share amounts or as otherwise specified.
44 The Procter & Gamble Company
Global Segment Results
BEAUTY
GROOMING
HEALTH CARE
FABRIC & HOME CARE
BABY, FEMININE & FAMILY
CARE
CORPORATE (1)
TOTAL COMPANY
Net Sales
$ 12,897
$
12,406
11,429
6,199
6,551
6,642
8,218
7,857
7,513
22,080
21,441
20,717
17,806
18,080
18,252
484
497
505
$ 67,684
$
66,832
65,058
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
Earnings/(Loss)
from Continuing
Operations
Before
Income Taxes
3,282
3,042
2,546
1,777
1,801
1,985
1,984
1,922
1,898
4,601
4,191
4,249
Net Earnings
/(Loss) from
Continuing
Operations
2,637
$
Depreciation
and
Amortization
272
$
Total
Assets
$
5,362
Capital
Expenditures
634
$
2,320
1,914
1,529
1,432
1,537
1,519
1,283
1,280
3,518
2,708
2,713
236
220
429
447
433
294
230
209
557
534
513
861
899
874
411
488
4,709
4,184
20,882
22,609
22,759
7,708
5,254
5,194
7,620
7,295
6,886
9,271
9,682
9,920
64,252
68,761
$
571
2,824
2,834
2,820
71,463
$115,095
118,310
120,406
$
766
599
367
364
341
363
330
283
984
1,020
797
819
1,016
1,197
180
221
167
3,347
3,717
3,384
3,593
3,527
3,868
(9,168)
(1,157)
(1,289)
6,069
13,326
13,257
$
2,734
2,251
2,503
(7,971)
(133)
247
3,966
9,861
10,194
(1)
The Corporate reportable segment includes the $8.3 billion one-time, non-cash before-tax ($8.0 billion after-tax) goodwill and intangible asset impairment
charge in fiscal 2019. For additional details on goodwill and intangible assets see Note 4. The Corporate reportable segment also includes depreciation and
amortization, total assets and capital expenditures of the Beauty Brands business prior to their divestiture in fiscal 2017.
NOTE 3
SUPPLEMENTAL FINANCIAL INFORMATION
The components of property, plant and equipment were as
follows:
Selected components of current and noncurrent liabilities were
as follows:
As of June 30
ACCRUED AND OTHER LIABILITIES - CURRENT
2018
2019
As of June 30
2019
PROPERTY, PLANT AND EQUIPMENT
2018
Marketing and promotion
Compensation expenses
Buildings
$
7,746
$
7,188
Restructuring reserves
Machinery and equipment
32,263
30,595
Taxes payable
805
2,579
841
3,223
Other
TOTAL
$
$
4,299
1,623
468
341
3,208
1,298
513
268
2,323
2,183
$
9,054
$
7,470
Land
Construction in progress
TOTAL PROPERTY, PLANT
AND EQUIPMENT
Accumulated depreciation
PROPERTY, PLANT AND
EQUIPMENT, NET
43,393
41,847
(22,122)
(21,247)
$ 21,271
$ 20,600
OTHER NONCURRENT LIABILITIES
Pension benefits
$
5,622
$
4,768
Other postretirement benefits
Uncertain tax positions
U.S. Tax Act transitional tax payable
Other
TOTAL
1,098
472
2,343
676
1,495
581
2,654
666
$ 10,211
$ 10,164
Amounts in millions of dollars except per share amounts or as otherwise specified.
RESTRUCTURING PROGRAM
Separation Costs
The Procter & Gamble Company 45
including manufacturing
The Company has historically incurred an ongoing annual level
of restructuring-type activities to maintain a competitive cost
and workforce
structure,
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 (covering fiscal 2012 through 2017) as
part of a productivity and cost savings plan to reduce costs in
the areas of supply chain, research and development, marketing
activities and overhead expenses. 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.
In fiscal 2017 the Company announced specific elements of
another incremental multi-year productivity and cost savings
plan to further reduce costs in the areas of supply chain,
certain marketing activities and overhead expenses. This
program is expected to result in incremental 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 $754 and $1,070 for the years ended June 30, 2019 and 2018,
respectively. Of the charges incurred for fiscal year 2019, $213
were recorded in SG&A, $521 in Costs of products sold, and
$20 in Other non-operating income/(expense), net. Of the
charges incurred for fiscal year 2018, $237 were recorded in
SG&A, $819 in Costs of products sold, and $14 in Other non-
operating income/(expense), net. The following table presents
restructuring activity for the years ended June 30, 2019 and
2018:
Amounts in millions
RESERVE
JUNE 30, 2017
Charges
Cash spent
Charges against
assets
RESERVE
JUNE 30, 2018
Charges
Cash spent
Charges against
assets
RESERVE
JUNE 30, 2019
Separations
Asset-
Related
Costs
Other
Total
$
228 $ — $
49 $
277
310
(279)
366
—
394
1,070
(189)
(468)
Beauty
Grooming
Health Care
—
(366)
—
(366)
259
260
(239)
—
252
—
254
242
513
754
(308)
(547)
—
(252)
—
(252)
$
280 $ — $
188 $
468
Employee separation charges for the years ended June 30, 2019
and 2018 relate to severance packages for approximately 1,810
and 2,720 employees, respectively. The packages were
primarily 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.
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 Costs
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.
for ongoing
Consistent with our historical policies
restructuring-type activities, the restructuring program charges
are funded by and included within Corporate for both
management and segment reporting. Accordingly, all of the
charges under the program are included within the Corporate
reportable segment.
However, for informative purposes, the following table
summarizes the total restructuring costs related to our
reportable segments:
Years ended June 30
2019
2018
2017
$
49 $
65
23
84
226
60 $
38
21
115
547
289
307
754 $ 1,070 $
$
90
45
15
144
231
229
754
Fabric & Home Care
Baby, Feminine & Family
Care
Corporate (1)
Total Company
(1) Corporate includes costs related to allocated overheads, including
charges related to our Sales and Market Operations, Global Business
Services and Corporate Functions activities, along with costs related to
discontinued operations from our Beauty Brands business in 2017.
Amounts in millions of dollars except per share amounts or as otherwise specified.
46 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, 2017 - Net (1)
Acquisitions and divestitures
Translation and other
Balance at June 30, 2018 - Net (1)
Acquisitions and divestitures
Goodwill impairment charges
Translation and other
Balance at June 30, 2019 - Net (1)
Beauty
Grooming
Health
Care
Fabric &
Home
Care
Baby,
Feminine
& Family
Care
Corporate
Total
Company
$ 12,791 $ 19,627 $ 5,878 $ 1,857 $
4,546 $
— $ 44,699
82
119
—
193
19,820
12,992
132
—
— (6,783)
(156)
(139)
—
51
5,929
2,084
—
(41)
—
8
1,865
6
—
(16)
$ 12,985 $ 12,881 $ 7,972 $ 1,855 $
—
23
4,569
57
—
(46)
4,580 $
—
—
82
394
— 45,175
—
2,279
— (6,783)
(398)
—
— $ 40,273
(1) Grooming goodwill balance is net of $1.2 billion accumulated impairment losses as of June 30, 2017 and 2018 and $7.9 billion as of June
30, 2019.
Goodwill and indefinite-lived intangibles are tested for
impairment at least annually by comparing the estimated fair
values of our reporting units and underlying indefinite-lived
intangible assets to their respective carrying values. We
typically use an income method to estimate the fair value of
these assets, which is based on forecasts of the expected future
cash flows attributable to the respective assets. Significant
estimates and assumptions inherent in the valuations reflect a
consideration of other marketplace participants, and include
the amount and timing of future cash flows (including expected
growth rates and profitability). Estimates utilized in the
projected cash flows include consideration of macroeconomic
conditions, overall category growth rates, competitive
activities, cost containment and margin expansion, Company
business plans, the underlying product or technology life
cycles, economic barriers to entry, a brand's relative market
position and the discount rate applied to the cash flows.
Unanticipated market or macroeconomic events and
circumstances may occur, which could affect the accuracy or
validity of the estimates and assumptions.
During fiscal 2019, we determined that the estimated fair value
of our Shave Care reporting unit was less than its carrying
value. Therefore, we conducted step two of the goodwill
impairment test. Step two requires that we allocate the fair
value of the reporting unit to identifiable assets and liabilities
of the reporting unit, including previously unrecognized
intangible assets. Any residual fair value after this allocation
is compared to the goodwill balance and any excess goodwill
is charged to expense. We also determined that the Gillette
indefinite-lived intangible asset was less than its carrying
amount. As a result, we recorded non-cash impairment charges
for both items. As previously disclosed, the fair values of the
Shave Care reporting unit and the related Gillette indefinite-
lived intangible asset have been reduced in recent years,
including further reductions during the year and quarter ending
June 30, 2019. These reductions were due in large part to
significant currency devaluations in a number of countries
relative to the U.S. dollar, a deceleration of category growth
Amounts in millions of dollars except per share amounts or as otherwise specified.
caused by changing grooming habits, primarily in the
developed markets, and an increased competitive market
environment in the U.S. and certain other markets, which
collectively have resulted in reduced cash flow projections. A
non-cash before and after-tax impairment charge of $6.8 billion
was recognized to reduce the carrying amount of goodwill for
the Shave Care reporting unit. Following the impairment
charge, the carrying value of the Shave Care goodwill is $12.6
billion. Additionally, a non-cash, before-tax impairment
charge of $1.6 billion ($1.2 billion after-tax) was recognized
to reduce the carrying amount of the Gillette indefinite-lived
intangible asset to its estimated fair value as of June 30, 2019.
Following the impairment charge, the carrying value of the
Gillette indefinite-lived intangible asset is $14.1 billion.
We believe the estimates and assumptions utilized in our
impairment testing are reasonable and are comparable to those
that would be used by other marketplace participants.
However, actual events and results could differ substantially
from those used in our valuations. To the extent such factors
result in a failure to achieve the level of projected cash flows
initially used to estimate fair value for purposes of establishing
or subsequently impairing the carrying amount of goodwill and
related intangible assets, we may need to record additional non-
cash impairment charges in the future.
During fiscal 2019, the Company completed the acquisition of
the over the counter (OTC) healthcare business of Merck
KGaA (Merck OTC), which is included in the Health Care
reportable segment (see Note 14), along with other minor
acquisitions in the Beauty, the Baby, Feminine & Family Care
and the Fabric & Home Care reportable segments. Goodwill
increases due to acquisitions were partially offset by the
divestiture of the Teva portion of the PGT business in the Health
Care reportable segment and currency translation.
The change in goodwill during fiscal 2018 was primarily due
to acquisitions of two brands within the Beauty reportable
segment and currency translation across all reportable
segments.
The Procter & Gamble Company 47
the U.S. Tax Act imposed a one-time repatriation tax on deemed
repatriation of historical earnings of foreign subsidiaries. In
addition, the reduction of the U.S. corporate tax rate caused us
to adjust our U.S. deferred tax assets and liabilities to the lower
federal base rate of 21%. These transitional impacts resulted
in a provisional net charge of $602 for the fiscal year ended
June 30, 2018, comprised of an estimated repatriation tax
charge of $3.8 billion (comprised of U.S. repatriation taxes and
foreign withholding taxes) and an estimated net deferred tax
benefit of $3.2 billion. The transitional impact was finalized
during the fiscal year ended June 30, 2019, with no significant
impact on income tax expense.
Any legislative changes, as well as any other new or proposed
Treasury regulations to address questions that arise because of
the U.S. Tax Act, may result in additional income tax impacts
which could be material in the period any such changes are
enacted.
The Global Intangible Low-Taxed Income ("GILTI")
provision of the U.S. Tax Act requires the Company to include
in its U.S. Income tax return foreign subsidiary earnings in
excess of an allowable return on the foreign subsidiary's
tangible assets. An accounting policy election is available to
account for the tax effects of GILTI either as a current period
expense when incurred, or to recognize deferred taxes for book
and tax basis differences expected to reverse as GILTI in future
years. We have elected to account for the tax effects of GILTI
as a current period expense when incurred.
Earnings from continuing operations before income taxes
consisted of the following:
Years ended June 30
United States
International
TOTAL
2019
$ 1,659
2018
2017
$ 9,277
$ 9,031
4,410
4,049
4,226
$ 6,069
$ 13,326
$ 13,257
Income taxes on continuing operations consisted of the
following:
Years ended June 30
CURRENT TAX EXPENSE
2019
2018
2017
U.S. federal
International
U.S. state and local
$ 1,064
$ 3,965
$ 1,531
1,259
191
2,514
1,131
213
5,309
1,243
241
3,015
DEFERRED TAX EXPENSE
U.S. federal
International and other
(296)
(115)
(411)
(1,989)
145
(1,844)
28
20
48
TOTAL TAX EXPENSE $ 2,103
$ 3,465
$ 3,063
Identifiable intangible assets were comprised of:
2019
2018
As of June 30
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
INTANGIBLE ASSETS WITH DETERMINABLE LIVES
Brands
$ 3,836 $
(2,160) $ 3,146 $
(2,046)
Patents and
technology
Customer
relationships
Other
TOTAL
2,776
(2,434)
2,617
(2,350)
1,787
145
(691)
(91)
1,372
241
(616)
(144)
$ 8,544 $
(5,376) $ 7,376 $
(5,156)
INTANGIBLE ASSETS WITH INDEFINITE LIVES
Brands
TOTAL
21,047
$ 29,591 $
— 21,682
(5,376) $ 29,058 $
—
(5,156)
Amortization expense of intangible assets was as follows:
Years ended June 30
Intangible asset amortization
2019
$ 349
2018
2017
$ 302
$ 325
Estimated amortization expense over the next five fiscal years
is as follows:
Years ending June 30
2020
2021
2022
2023
2024
Estimated
amortization expense $ 359 $ 309 $ 290 $ 278 $ 267
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.
On December 22, 2017, the U.S. government enacted
comprehensive tax legislation commonly referred to as the Tax
Cuts and Jobs Act (the "U.S. Tax Act"). The U.S. Tax Act
significantly revised the future ongoing U.S. corporate income
tax by, among other things, lowering the U.S. corporate income
tax rates and implementing a hybrid territorial tax system. As
the Company has a June 30 fiscal year-end, the lower corporate
income tax rate was phased in, resulting in a U.S. statutory
federal rate of approximately 28% for our fiscal year ended
June 30, 2018, and 21% for subsequent fiscal years. However,
the U.S. Tax Act eliminated the domestic manufacturing
deduction and moved to a hybrid territorial system, which also
largely eliminated the ability to credit certain foreign taxes that
existed prior to enactment of the U.S. Tax Act.
There are also certain transitional impacts of the U.S. Tax Act.
As part of the transition to the new hybrid territorial tax system,
Amounts in millions of dollars except per share amounts or as otherwise specified.
48 The Procter & Gamble Company
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
2019
2018
2017
A reconciliation of the beginning and ending liability for
uncertain tax positions is as follows:
Years ended June 30
BEGINNING OF YEAR $
2019
2018
2017
470
$
465
$
857
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
21.0 % 28.1 % 35.0 %
(0.5)% (4.7)% (6.8)%
(0.3)% (0.3)% (2.0)%
(3.8)% (0.4)% (1.3)%
Goodwill impairment
22.8 %
— %
— %
Net transitional impact of
U.S. Tax Act
Other
EFFECTIVE INCOME
TAX RATE
— % 4.5 %
— %
(4.5)% (1.2)% (1.8)%
34.7 % 26.0 % 23.1 %
Country mix impacts of foreign operations includes the effects
of foreign subsidiaries' earnings taxed at rates other than the
U.S. statutory rate, the U.S. tax impacts of non-U.S. earnings
repatriation and any net impacts of intercompany transactions.
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 excess of actual
tax benefits received on employee exercise of stock options
and other share-based payments (which generally equals the
income taxable to the employee) over the amount of tax
benefits that were calculated at the grant dates of such
instruments.
Tax costs charged to shareholders' equity totaled $80 for the
year ended June 30, 2019. This primarily relates to the tax
effects of Net Investment hedges and certain adjustments to
pension obligations recorded in stockholders' equity. Tax
benefits credited to shareholders' equity totaled $342 for the
year ended June 30, 2018. This primarily relates to the tax
effects of Net Investment hedges, partially offset by the impact
of certain adjustments to pension obligations recorded in
stockholders' equity.
indefinitely
Prior to the passage of the U.S. Tax Act, the Company asserted
that substantially all of the undistributed earnings of its foreign
invested and
subsidiaries were considered
accordingly, no deferred taxes were provided. Pursuant to the
provisions of the U.S. Tax Act, these earnings were subjected
to a one-time transition tax, for which a provisional charge has
been recorded. This charge included taxes for all U.S. income
taxes and for the related foreign withholding taxes for the
portion of those earnings which are no longer considered
indefinitely invested. We have not provided deferred taxes on
approximately $27 billion of earnings that are considered
permanently reinvested.
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
85
26
87
(94)
(38)
(147)
71
(37)
(27)
(2)
87
75
(45)
(381)
(20)
(5)
(22)
(4)
$
466
$
470
$
465
Included in the total liability for uncertain tax positions at
June 30, 2019 is $159 that, depending on the ultimate
resolution, could impact the effective tax rate in future periods.
The Company is present in approximately 70 countries and
over 150 taxable jurisdictions and, at any point in time, has
40-50 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 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. Based on information currently available,
we anticipate that over the next 12 month period, audit activity
could be completed related to uncertain tax positions in
multiple jurisdictions for which we have accrued existing
liabilities of approximately $140, including interest and
penalties.
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, 2019, 2018 and
2017, we had accrued interest of $133, $99 and $100 and
accrued penalties of $17, $15 and $20, respectively, which are
not included in the above table. During the fiscal years ended
June 30, 2019, 2018 and 2017, we recognized $40, $22 and
$(62) in interest expense/(benefit) and $2, $5 and $0 in
penalties 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 49
Net operating loss carryforwards were $3.5 billion at June 30,
2019 and $3.5 billion at June 30, 2018. If unused, $1.0 billion
will expire between 2019 and 2037. The remainder, totaling
$2.5 billion at June 30, 2019, may be carried forward
indefinitely.
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
2019
2018
1,591
$
1,478
1,007
1,067
Stock-based compensation
Fixed assets
Accrued marketing and promotion
Unrealized loss on financial and
foreign exchange transactions
Inventory
Accrued interest and taxes
Advance payments
Other
Valuation allowances
TOTAL
421
232
334
73
41
15
—
476
223
223
61
35
17
4
931
(442)
699
(457)
$
4,203
$
3,826
DEFERRED TAX LIABILITIES
Goodwill and intangible assets
$
6,506
$
6,168
Fixed assets
1,413
1,276
Foreign withholding tax on earnings
to be repatriated
Unrealized gain on financial and
foreign exchange transactions
Other
TOTAL
NOTE 6
EARNINGS PER SHARE
239
147
351
244
169
161
$
8,656
$
8,018
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. For fiscal
years 2018 and 2017, Diluted net earnings per common share are calculated by dividing Net earnings attributable to Procter &
Gamble by the diluted weighted average number of common shares outstanding during the year. The diluted shares are determined
using the treasury stock method 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).
For fiscal year 2019, Diluted net earnings per common share do not include the assumed conversion of preferred stock because
to do so would have been antidilutive, due to the lower Net earnings driven by the Shave Care impairment charges (see Note 4).
Therefore, Diluted net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less
preferred dividends (net of related tax benefit) by the diluted weighted average number of common shares outstanding during the
year. The diluted shares are determined using the treasury stock method on the basis of the weighted average number of common
shares outstanding plus the dilutive effect of stock options and other stock-based awards.
Amounts in millions of dollars except per share amounts or as otherwise specified.
50 The Procter & Gamble Company
Net earnings per share were calculated as follows:
Years ended June 30
CONSOLIDATED AMOUNTS
Net earnings
Less: Net earnings attributable to noncontrolling interests
Net earnings attributable to P&G
Less: Preferred dividends, net of tax
Net earnings attributable to P&G available to common
shareholders (Basic)
Net earnings attributable to P&G available to common
shareholders (Diluted)
SHARES IN MILLIONS
2019
Total
2018
Total
2017
Continuing
Operations
Discontinued
Operations
Total
$
3,966
$
9,861
$ 10,194 $
5,217 $ 15,411
69
3,897
263
3,634
3,634
$
$
$
$
111
9,750
265
85
—
85
10,109
5,217
15,326
247
—
247
9,485
$
9,862 $
5,217 $ 15,079
9,750
$ 10,109 $
5,217 $ 15,326
Basic weighted average common shares outstanding
2,503.6
2,529.3
2,598.1
2,598.1
2,598.1
Add: Effect of dilutive securities
Impact of stock options and other unvested equity awards (1)
Conversion of preferred shares (2)
Diluted weighted average common shares outstanding
35.9
—
2,539.5
32.5
94.9
2,656.7
43.0
99.3
2,740.4
43.0
43.0
99.3
2,740.4
99.3
2,740.4
NET EARNINGS PER SHARE (3)
Basic
Diluted
$
$
1.45
1.43
$
$
3.75
3.67
$
$
3.79 $
3.69 $
2.01 $
1.90 $
5.80
5.59
(1) Weighted average outstanding stock options of approximately 13 million in 2019, 48 million in 2018 and 20 million in 2017 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 assumed proceeds upon exercise would have exceeded the market value of the underlying common shares).
(2) Despite being included 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. In fiscal year 2019, weighted average outstanding preferred shares of 90 million were not included in the Diluted net earnings
per share calculation because to do so would have been antidilutive, due to lower Net earnings driven by the Shave Care impairment charges
(see Note 4).
(3) Net earnings per share are calculated on Net earnings attributable to Procter & Gamble.
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 vest after three
years and have a 10-year life. Exercise prices on options are
set equal to the market price of the underlying shares on the
date of the grant. Effective in fiscal year 2017, RSUs vest and
settle in shares of common stock three years from the grant
date. RSUs granted prior to fiscal year 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 subject to pre-
established performance goals. Effective in fiscal year 2019,
we added a Relative Total Shareholder Return (R-TSR)
modifier to the PSU, under which the number of shares
ultimately granted is also impacted by the Company's actual
shareholder return relative
competitive peer set.
to our consumer products
In addition to these long-term incentive programs, we award
RSUs to the Company's non-employee directors and make
other minor stock option and RSU grants to employees for
which the terms are not substantially different from 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, of which 41 million shares
remain available for grant.
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 is included as part of Cost of products
sold and SG&A in the Consolidated Statement of Earnings and
Amounts in millions of dollars except per share amounts or as otherwise specified.
includes an estimate of forfeitures, which is based on historical
data. Total expense and related tax benefit were as follows:
The following table provides additional information on stock
options:
The Procter & Gamble Company 51
Years ended June 30
Stock options
RSUs and PSUs
Total stock-based expense
2019
$ 246
269
$ 515
2018
$ 220
175
$ 395
2017 (1)
$ 216
150
$ 366
Income tax benefit
$ 101
$
87
$ 111
Years ended June 30
2019
2018
2017
Weighted average grant-date fair
value of options granted
$ 13.60
$11.89
$ 10.45
Intrinsic value of options
exercised
Grant-date fair value of options
that vested
1,770
500
1,334
180
209
246
3,381
1,245
2,630
(1)
Includes amounts related to discontinued operations, which are
not material.
Cash received from options
exercised
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
2019
2018
2017
Interest rate
Weighted average
interest rate
Dividend yield
Expected
volatility
Expected life in
years
2.5 - 2.7% 1.9 - 2.9% 0.8 - 2.6%
2.6%
3.0%
17%
9.2
2.8%
3.1%
18%
9.2
2.6%
3.2%
15%
9.6
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 outstanding under the plans as of
June 30, 2019 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
205,654 $ 74.21
95.78
13,451
62.99
(53,670)
Outstanding,
beginning of year
Granted
Exercised
Forfeited/
expired
OUTSTANDING,
164,741 $ 79.59
END OF YEAR
EXERCISABLE 110,504 $ 75.07
81.58
(694)
5.6 $ 4,951
4.2 $ 3,822
Actual tax benefit from options
exercised
221
127
421
At June 30, 2019, there was $174 of compensation cost that
has not yet been recognized related to stock option grants. That
cost is expected to be recognized over a remaining weighted
average period of 1.9 years.
A summary of non-vested RSUs and PSUs outstanding under
the plans as of June 30, 2019 and activity during the year then
ended is presented below:
RSUs
PSUs
Units (in
thousands)
Weighted
Average
Grant Date
Fair Value
Units (in
thousands)
Weighted
Average
Grant Date
Fair Value
5,376 $
1,970
(1,685)
(168)
77.17
96.74
78.40
79.67
1,385 $
555
(642)
(3)
84.08
112.83
91.40
92.72
5,493 $
84.00
1,295 $
92.98
RSU and PSU
awards
Non-vested at
July 1, 2018
Granted
Vested
Forfeited
Non-vested at
June 30, 2019
At June 30, 2019, there was $261 of compensation cost that
has not yet been recognized related to RSUs and PSUs. That
cost is expected to be recognized over a remaining weighted
average period of 2.0 years. The total grant date fair value of
shares vested was $205, $175 and $163 in 2019, 2018 and 2017,
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.
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
Amounts in millions of dollars except per share amounts or as otherwise specified.
52 The Procter & Gamble Company
expense was $272, $292 and $270 in 2019, 2018 and 2017,
respectively.
Defined Benefit Retirement Plans and Other Retiree
Benefits
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 2019, 2018 and 2017.
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.
We offer defined benefit retirement pension plans to certain
employees. These benefits relate primarily to local plans
outside the U.S. and, to a lesser extent, plans assumed in
previous acquisitions covering U.S. employees.
We also provide certain other retiree benefits, primarily health
care and life insurance, for the majority of our U.S. employees
who become eligible for these benefits when they meet
minimum age and service requirements. Generally, the health
care plans require cost sharing with retirees and pay a stated
percentage of expenses, reduced by deductibles and other
coverages. These benefits are primarily funded by ESOP
Series B shares and certain other assets contributed by the
Company.
Obligation and Funded Status. The following provides a reconciliation of benefit obligations, plan assets and funded status of
these defined benefit plans:
Years ended June 30
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year (3)
Service cost
Interest cost
Participants' contributions
Amendments
Net actuarial loss/(gain)
Acquisitions/(divestitures)
Special termination benefits
Currency translation and other
Benefit payments
BENEFIT OBLIGATION AT END OF YEAR (3)
Pension Benefits (1)
2018
2019
Other Retiree Benefits (2)
2019
2018
$ 15,658
259
339
12
9
1,587
49
13
(283)
(606)
$ 17,037
$ 16,160
280
348
13
12
(722)
—
8
148
(589)
$ 15,658
$
$
4,778
101
187
76
—
37
—
8
20
(243)
4,964
$
$
5,187
112
177
73
(231)
(308)
—
7
5
(244)
4,778
$
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year
Actual return on plan assets
Acquisitions/(divestitures)
Employer contributions
Participants' contributions
Currency translation and other
ESOP debt impacts (4)
Benefit payments
FAIR VALUE OF PLAN ASSETS AT END OF YEAR
FUNDED STATUS
(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
$ 10,829
553
—
406
13
55
—
(589)
$ 11,267
(4,391)
$ 11,267
739
4
178
12
(212)
—
(606)
$ 11,382
$
3,831
(481)
—
33
73
(3)
50
(244)
3,259
(1,519)
3,259
1,918
—
31
76
(1)
56
(243)
5,096
132
(5,655) $
$
$
$
$
$
is the accumulated postretirement benefit obligation.
(4) Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits.
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.
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company 53
Pension Benefits
Other Retiree Benefits
2019
2018
2019
2018
$
$
$
19
(52)
(5,622)
(5,655) $
420
(43)
(4,768)
(4,391)
$
$
$
$
1,257
(27)
(1,098)
132
874
(424)
450
$
$
$
$
—
(24)
(1,495)
(1,519)
2,366
(478)
1,888
As of 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
$
$
5,062
214
5,276
$
$
3,787
244
4,031
The accumulated benefit obligation for all defined benefit pension plans was $15,790 and $14,370 as of June 30, 2019 and 2018,
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
2019
2018
2019
2018
$
11,604
$
10,711
6,026
8,467
7,573
3,740
$
16,304
$
15,096
10,630
8,962
7,974
4,150
Net Periodic Benefit Cost. Components of the net periodic benefit cost were as follows:
Years ended June 30
2019
2018
2017
2019
2018
2017
Pension Benefits
Other Retiree Benefits
AMOUNTS RECOGNIZED IN NET PERIODIC BENEFIT COST
Service cost
Interest cost
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)
$
259
339
(732)
225
26
9
13
139
—
$
280
$
348
(751)
295
28
—
8
208
—
310 (1) $
300
(675)
375
28
101
187
(447)
66
(48)
186 (2)
—
4
528
—
$
139
$
208
$
528
CHANGE IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN AOCI
Net actuarial loss/(gain) - current year
$ 1,580
Prior service cost/(credit) - current year
Amortization of net actuarial loss
Amortization of prior service (cost)/credit
9
(225)
(26)
$ (524)
12
(295)
(28)
Amortization of net actuarial loss/prior service costs
due to settlements and curtailments
(9)
—
8
(133)
(28)
$ (161)
$(1,434)
—
(66)
48
—
$ 112
$
133 (1)
175
(431)
122
(45)
16 (2)
21 (2)
(9)
(45)
(54)
$
177
(451)
69
(41)
—
7
(127)
(37)
$ (164)
$ 624
(231)
(69)
41
—
(3)
362
Currency translation and other
TOTAL CHANGE IN AOCI
NET AMOUNTS RECOGNIZED IN PERIODIC
$ 1,384
BENEFIT COST AND AOCI
(1) Service cost includes amounts related to discontinued operations in fiscal year ended June 30, 2017, which are not material.
(2) For fiscal year ended June 30, 2017, amortization of net actuarial loss/prior service cost due to settlement and curtailments and $18 of the
14
(1,438)
73
(762)
$(1,599)
$ (554)
$ 198
1,245
(84)
special termination benefits are included in Net earnings from discontinued operations.
Amounts in millions of dollars except per share amounts or as otherwise specified.
54 The Procter & Gamble Company
The service cost component of the net periodic benefit cost is included in the Consolidated Statements of Earnings in Cost of
products sold and SG&A, unless otherwise noted. All other components are included in the Consolidated Statements of
Earnings in Other non-operating income/(expense), net, unless otherwise noted.
Amounts expected to be amortized from AOCI into net periodic benefit cost during the year ending June 30, 2020, are as follows:
Net actuarial loss
Prior service cost/(credit)
Pension Benefits
Other Retiree Benefits
$
344
$
25
68
(48)
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)
Pension Benefits
Other Retiree Benefits
2019
2018
2019
2018
1.9%
2.6%
N/A
2.5%
2.6%
N/A
3.7%
N/A
6.6%
4.2%
N/A
6.6%
N/A
N/A
4.9%
4.9%
Year that the rate reaches the ultimate trend rate
(1) Determined as of end of fiscal year.
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)
2025
2026
N/A
N/A
Pension Benefits
Other Retiree Benefits
Years ended June 30
Discount rate
Expected return on plan assets
2018
2019
2.5% 2.4%
6.6% 6.8%
2.6% 3.0%
2017
2.1%
6.9%
2018
2019
4.2% 3.9%
8.3% 8.3%
N/A
N/A
2017
3.6%
8.3%
Rate of compensation increase
(1) Determined as of beginning of fiscal year.
For plans that make up the majority of our obligation, the Company calculates the benefit obligation and the related impacts on
service and interest costs using specific spot rates along the corporate bond yield curve. For the remaining plans, the Company
determines these amounts utilizing a single weighted-average discount rate derived from the corporate bond yield curve used to
measure the plan obligations.
2.9%
N/A
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
$
60
$
755
(45)
(619)
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
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company 55
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.Our target asset allocation for the
year ended June 30, 2019, and actual asset allocation by asset category as of June 30, 2019 and 2018, were as follows:
Target Asset Allocation
Actual Asset Allocation at June 30
Asset Category
Cash
Debt securities
Equity securities
TOTAL
Pension Benefits
—%
67%
33%
100%
Other Retiree
Benefits
Pension Benefits
Other Retiree Benefits
2019
2018
2019
2018
2%
3%
95%
100%
1%
63%
36%
100%
2%
59%
39%
100%
3%
2%
95%
100%
1%
4%
95%
100%
The following tables set forth the fair value of the Company's plan assets as of June 30, 2019 and 2018 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 1 in the hierarchy represents Company common stock; Level 2 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.
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
2019
2018
Fair Value
Hierarchy Level
2019
2018
1
$
1, 2 & 3
47
$
—
378
425
10,957
$ 11,382
136
—
400
536
10,731
11,267
1
1 & 2
1
$
111
$
5
4,836
3,092
1
4
4,948
148
5,096
$
3,101
158
3,259
(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, 2020, is $156 and $39, respectively. For the
defined benefit retirement plans, this is comprised of $94 in
expected benefit payments from the Company directly to
participants of unfunded plans and $62 of expected
contributions to funded plans. For other retiree benefit plans,
this is comprised of $27 in expected benefit payments from the
Company directly to participants of unfunded plans and $12
of expected contributions to funded plans. Expected
contributions are dependent on many variables, including the
variability of the market value of the plan assets as compared
to the benefit obligation and other market or regulatory
conditions. In addition, we take into consideration our business
investment opportunities and resulting cash requirements.
Accordingly, actual funding may differ significantly from
current estimates.
Total benefit payments expected to be paid to participants,
which include payments funded from the Company's assets
and payments from the plans are as follows:
Years ending June 30
EXPECTED BENEFIT PAYMENTS
Pension
Benefits
Other Retiree
Benefits
$
2020
2021
2022
2023
2024
$
518
536
549
574
583
191
203
214
224
233
2025 - 2029
3,220
1,283
Amounts in millions of dollars except per share amounts or as otherwise specified.
56 The Procter & Gamble Company
Employee Stock Ownership Plan
NOTE 9
We maintain the ESOP to provide funding for certain employee
benefits discussed in the preceding paragraphs.
RISK MANAGEMENT ACTIVITIES AND FAIR VALUE
MEASUREMENTS
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 $42 remain outstanding at June 30, 2019. 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 $2.90 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 $876 are outstanding at June 30, 2019.
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 $2.90
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.
The series A and B preferred shares of the ESOP are allocated
to employees based on debt service requirements. The number
of preferred shares outstanding at June 30 was as follows:
Shares in thousands
Allocated
Unallocated
TOTAL SERIES A
Allocated
Unallocated
TOTAL SERIES B
2019
31,600
3,259
2018
2017
34,233
36,488
4,117
5,060
34,859
38,350
41,548
26,790
26,471
53,261
25,895
28,512
54,407
25,378
30,412
55,790
For purposes of calculating diluted net earnings per common
share, the preferred shares held by the ESOP are considered
converted from inception.
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.
If the Company elects to do so and if the instrument meets
certain specified accounting criteria, management designates
derivative instruments as cash flow hedges, fair value hedges
or net investment hedges. We record derivative instruments at
fair value and the accounting for changes in the fair value
depends on the intended use of the derivative, the resulting
designation and the effectiveness of the instrument in offsetting
the risk exposure it is designed to hedge. We generally have
a high degree of effectiveness between the exposure being
hedged and the hedging instrument.
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
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, 2019, 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.
We designate certain interest rate swaps that meet specific
accounting criteria as fair value hedges. For fair value hedges,
the changes in the fair value of both the hedging instruments
and
immediately
recognized in earnings. Historically, we had certain interest
the underlying debt obligations are
Amounts in millions of dollars except per share amounts or as otherwise specified.
rate swaps designated as cash flow hedges. For the years ended
June 30, 2019 and 2018, we did not have any such contracts
outstanding.
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. We leverage the Company’s diversified
portfolio of exposures as a natural hedge. In certain cases, we
enter into non-qualifying foreign currency contracts to hedge
certain balance sheet items subject to revaluation. The change
in fair value of these instruments and the underlying exposure
are both immediately recognized in earnings.
To manage exchange rate risk related to our intercompany
financing, we primarily use forward contracts and currency
swaps. The change in fair value of these non-qualifying
instruments
in earnings,
substantially offsetting the foreign currency mark-to-market
impact of the related exposure.
immediately
recognized
is
Historically, we had utilized foreign currency swaps to offset
the effect of exchange rate fluctuations on intercompany loans
denominated in foreign currencies; these swaps were
accounted for as cash flow hedges. For the years ended
June 30, 2019 and 2018, we did not have any such contracts
outstanding.
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
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 the Foreign
Currency Translation component of OCI and offset the change
in the value of the net investment being hedged. The time value
component of the net investment hedge currency swaps is
excluded from the assessment of hedge effectiveness. Changes
in the fair value of the swap, including changes in the fair value
of the excluded time value component, are recognized in OCI
and offset the value of the underlying net assets. The time
value component is subsequently reported in income on a
systematic basis.
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, 2019 and 2018, we did not have any commodity
hedging activity.
The Procter & Gamble Company 57
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.
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 and forward and spot prices for currencies. In
circumstances where market-based observable inputs are not
available, management
to develop
judgment
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.
The following table sets forth the Company's financial assets
as of June 30, 2019 and 2018 that were measured at fair value
on a recurring basis during the period:
is used
As of June 30
Investments:
Fair Value Asset
2019
2018
U.S. government securities
$
3,648
$
5,544
Corporate bond securities
Other investments
TOTAL
2,400
169
3,737
141
$
6,217
$
9,422
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 $100 and $2,003 as of
June 30, 2019 and 2018, respectively. The amortized cost of
the U.S. government securities with maturities between one
and five years was $3,556 and $3,659 as of June 30, 2019 and
2018, respectively. The amortized cost of corporate bond
securities with maturities of less than a year was $1,347 and
$1,291 as of June 30, 2019 and 2018, respectively. The
amortized cost of corporate bond securities with maturities
between one and five years was $1,057 and $2,503 as of
Amounts in millions of dollars except per share amounts or as otherwise specified.
58 The Procter & Gamble Company
June 30, 2019 and 2018, respectively. The Company's
investments measured at fair value are generally classified as
Level 2 within the fair value hierarchy. Within cash and
cash equivalents, we have money market funds of $2,956 and
$1,516 as of June 30, 2019 and 2018, respectively. These
funds are classified as Level 1 within the fair value hierarchy.
There are no other 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 $25,378 and $23,402 as
of June 30, 2019 and 2018, respectively. This includes the
current portion of debt instruments ($3,390 and $1,769 as of
June 30, 2019 and 2018, respectively). Certain long-term debt
(debt designated as a fair value hedge) is recorded at fair value.
All other long-term debt is recorded at amortized cost, but is
measured at fair value for disclosure purposes. We consider
our debt to be Level 2 in the fair value hierarchy. Fair values
are generally estimated based on quoted market prices for
identical or similar instruments.
Disclosures about Financial Instruments
The notional amounts and fair values of financial instruments used in hedging transactions as of June 30, 2019 and 2018 are as
follows:
As of June 30
Notional Amount
Fair Value Asset
Fair Value (Liability)
2019
2018
2019
2018
2019
2018
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts
$
7,721
$
4,587
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
Foreign currency interest rate contracts
TOTAL DERIVATIVES DESIGNATED AS
HEDGING INSTRUMENTS
$
3,157
$ 10,878
$
$
1,848
6,435
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts
$
6,431
$
7,358
TOTAL DERIVATIVES AT FAIR VALUE
$ 17,309
$ 13,793
$
$
$
$
$
177
$
125
35
212
27
239
$
$
$
$
41
166
30
196
$
$
$
$
$
(1) $
(53)
(24) $
(75)
(25) $
(128)
(20) $
(56)
(45) $
(184)
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 fair value of the interest rate derivative asset/liability directly offsets the cumulative amount of the fair value hedging adjustment
included in the carrying amount of the underlying debt obligation. The carrying amount of the underlying debt obligation, which
includes the unamortized discount or premium and the fair value adjustment, was $7,860 and $4,639 as of June 30, 2019 and 2018,
respectively. In addition to the foreign currency derivative contracts designated as net investment hedges, certain of our foreign
currency denominated debt instruments are designated as net investment hedges. The carrying value of those debt instruments
designated as net investment hedges, which includes the adjustment for the foreign currency transaction gain or loss on those
instruments, was $17,154 and $15,012 as of June 30, 2019 and 2018, respectively. The increase in the notional balance of interest
rate fair value hedges is due to additional swaps in the current period driven by the favorable Euro swap curve. The increase in
the notional balance of the net investment hedges, including the debt instruments designated as net investment hedges, is primarily
driven by the increase in foreign currency net assets as a result of the Merck acquisition.
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 of the Gillette indefinite-lived intangible asset discussed
in 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, 2019 and 2018.
Amounts in millions of dollars except per share amounts or as otherwise specified.
Before tax gains/(losses) on our financial instruments in
hedging relationships are categorized as follows:
As of June 30
LONG-TERM DEBT
2019
2018
The Procter & Gamble Company 59
Amount of Gain/(Loss)
Recognized in OCI on Derivatives
1.75% USD note due October 2019
$
1.90% USD note due November 2019
2019
Years ended June 30
DERIVATIVES IN NET INVESTMENT HEDGING
RELATIONSHIPS (1) (2)
Foreign currency interest
rate contracts
2018
47
$
$
(187)
(1) For the derivatives in net investment hedging relationships, the
amount of gain/(loss) excluded from effectiveness testing, which
was recognized in earnings, was $70 and $138 for the fiscal year
ended June 30, 2019 and 2018, respectively.
(2)
In addition to the foreign currency derivative contracts
designated as net investment hedges, certain of our foreign
currency denominated debt instruments are designated as net
investment hedges. The amount of gain/(loss) recognized in
AOCI for such instruments was $299 and $(391), as of June 30,
2019 and 2018, respectively.
Amount of Gain/(Loss)
Recognized in Earnings
0.28% JPY note due May 2020
1.90% USD note due October 2020
4.13% EUR note due December 2020
9.36% ESOP debentures due
2019-2021 (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
2.15% USD note due August 2022
2.00% EUR note due August 2022
3.10% USD note due August 2023
1.13% EUR note due November 2023
0.50% EUR note due October 2024
Years ended June 30
DERIVATIVES IN FAIR VALUE HEDGING
RELATIONSHIPS
2019
2018
0.63% EUR note due October 2024
2.70% USD note due February 2026
2.45% USD note due November 2026
600
550
929
600
682
228
600
875
852
1,000
1,250
1,137
1,000
1,421
568
909
600
875
$
600
550
903
600
698
327
600
875
873
1,000
1,250
1,164
1,000
1,455
582
—
600
875
Interest rate contracts
DERIVATIVES NOT DESIGNATED AS HEDGING
INSTRUMENTS
104
$
$
(106)
Foreign currency contracts
$
54
$
(1)
The gain/(loss) on the derivatives in fair value hedging
relationships is fully offset by the mark-to-market impact of
the related exposure. These are both recognized in the
Consolidated Statement of Earnings in Interest Expense.
The gain/(loss) on derivatives not designated as hedging
instruments is substantially offset by the currency mark-to-
market of the related exposure. These are both recognized in
the Consolidated Statements of Earnings in SG&A. To the
extent we have any derivatives used for cash flow hedging
relationships, the gain/(loss) reclassified from AOCI into
earnings on such derivatives would be recognized in the
same period during which the related item affects earnings,
typically in SG&A.
NOTE 10
SHORT-TERM AND LONG-TERM DEBT
As of June 30
DEBT DUE WITHIN ONE YEAR
2019
2018
Current portion of long-term debt
$ 3,388
$ 1,772
Commercial paper
Other
TOTAL
Short-term weighted average
interest rates (1)
6,183
126
7,761
890
$ 9,697
$ 10,423
0.5%
0.7%
(1)
Short-term weighted average interest rates include the effects of
interest rate swaps discussed in Note 9.
4.88% EUR note due May 2027
1,137
1,164
2.85% USD note due August 2027
1.20% EUR note due October 2028
1.25% EUR note due October 2029
5.55% USD note due March 2037
1.88% EUR note due October 2038
3.50% USD note due October 2047
Capital lease obligations
All other long-term debt
750
909
568
763
568
600
33
750
—
582
763
—
600
107
3,779
4,717
Current portion of long-term debt
TOTAL
Long-term weighted average
interest rates (2)
2.5%
(1) Debt issued by the ESOP is guaranteed by the Company and is
$ 20,863
$ 20,395
(1,772)
(3,388)
2.4%
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
2021
2020
2022
$3,388 $2,009 $2,840 $2,465 $2,461
2023
2024
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.
60 The Procter & Gamble Company
NOTE 11
ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
The table below presents the changes in Accumulated other comprehensive income/(loss) attributable to Procter & Gamble (AOCI),
including the reclassifications out of AOCI by component:
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
BALANCE at JUNE 30, 2017
OCI before reclassifications (1)
Amounts reclassified from AOCI into the Consolidated Statement of
Earnings (2)
Net current period OCI
Less: Other comprehensive income/(loss) attributable to non-controlling
interests
BALANCE at JUNE 30, 2018
OCI before reclassifications (3)
Amounts reclassified from AOCI into the Consolidated Statement of
Earnings (4)
Net current period OCI
Reclassification to retained earnings in accordance with ASU 2018-02 (5)
Less: Other comprehensive income/(loss) attributable to non-controlling
interests
BALANCE at JUNE 30, 2019
Investment
Securities
$
(25) $
(141)
Pension and
Other
Retiree
Benefits
Foreign
Currency
Translation
Total AOCI
(4,397) $ (10,210) $ (14,632)
(372)
(305)
74
(7)
(148)
—
(173)
167
17
184
—
260
334
(5)
(4,058)
(43)
212
169
(308)
—
(305)
253
(119)
3
(10,518)
(213)
(2)
(14,749)
(89)
—
(213)
(18)
229
140
(326)
$
11
$
1
1
(4,198) $ (10,749) $ (14,936)
—
(1) Net of tax (benefit) / expense of $0, $(23) and $(279) for gains/losses on investment securities, pension and other retiree benefit items and
foreign currency translation, respectively, for the period ended June 30, 2018.
(2) Net of tax (benefit) / expense of $0, $91 and $0 for gains/losses on investment securities, pension and other retiree benefit items and foreign
currency translation, respectively, for the period ended June 30, 2018.
(3) Net of tax (benefit) / expense of $0, $(44) and $78 for gains/losses on investment securities, pension and other retiree benefit items and
foreign currency translation, respectively, for the period ended June 30, 2019.
(4) Net of tax (benefit) / expense of $0, $66, $0 for gains/losses on investment securities, pension and other retiree benefit items and foreign
currency translation, respectively, for the period ended June 30, 2019.
(5) Adjustment made to early adopt ASU 2018-02: "Reclassification of Certain Effects from Accumulated Other Comprehensive Income," as
discussed in Note 1.
The below provides additional details on amounts reclassified from AOCI into the Consolidated Statement of Earnings:
•
•
•
Investment securities: amounts reclassified from AOCI into Other non-operating income, net.
Pension and other retiree benefits: amounts reclassified from AOCI into Other non-operating income, net and included in
the computation of net periodic postretirement costs (see Note 8 for additional details).
Foreign currency translation: this number includes financial statement translation and net investment hedges. See Note 9 for
classification of gains and losses from hedges in the Consolidated Statements of Earnings.
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
Amounts in millions of dollars except per share amounts or as otherwise specified.
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.
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.
The Procter & Gamble Company 61
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.
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 accordance with applicable accounting guidance for the
disposal of long-lived assets, the results of the Beauty Brands
are presented as discontinued operations and, as such, have
been excluded from both continuing operations and segment
results for the year ended June 30, 2017. The Beauty Brands
were historically part of the Company's Beauty reportable
segment.
The following is selected financial information included in Net
earnings from discontinued operations for the Beauty Brands:
Years ended June 30
Net sales
Cost of products sold
Selling, general and administrative expense
Interest expense
Other non-operating income/(expense), net
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 (1)
Net earnings from discontinued
operations
Beauty
Brands
2017
$
1,159
450
783
14
16
(72)
46
5,197
(138)
$
5,217
(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.
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
2020
2021
2022
2023
2024
There-
after
$ 633 $ 221 $ 176 $ 87 $ 106 $ 268
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. 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 are as follows:
Years ending
June 30
Operating
leases
Litigation
2020
2021
2022
2023
2024
There-
after
$ 255 $ 213 $ 162 $ 166 $ 134 $ 288
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
During the year ended June 30, 2017, 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
Amounts in millions of dollars except per share amounts or as otherwise specified.
62 The Procter & Gamble Company
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
Beauty
Brands
2017
Depreciation and amortization
$
24
Deferred income tax benefit
Gain on sale of businesses
(649)
5,210
Net increase in accrued taxes
CASH FLOWS FROM OPERATING ACTIVITIES
93
Cash taxes paid
CASH FLOWS FROM INVESTING ACTIVITIES
$
418
(1) Represents a 48% minority ownership interest in the Merck India
company.
We have preliminarily estimated the fair value of Merck OTC’s
identifiable intangible assets as $2.1 billion. The preliminary
allocation of identifiable intangible assets and their average
useful lives is as follows:
Amounts in millions
Intangible Assets with Determinable Lives
Estimated
Fair Value
Avg Remaining
Useful Life
Brands
Patents and technology
Customer relationships
Total
$
$
701
162
334
1,197
14
10
20
15
Capital expenditures
NOTE 14
MERCK ACQUISITION
$
38
Intangible Assets with Indefinite Lives
Brands
Total Intangible Assets
946
2,143
$
The majority of the intangible valuation relates to brand
intangibles. Our preliminary assessment as to brand intangibles
that have an indefinite life and those that have a definite life
was based on a number of factors, including competitive
environment, market share, brand history, product life cycles,
operating plan and the macroeconomic environment of the
countries in which the brands are sold. The indefinite-lived
brand intangibles include Neurobion and Dolo Neurobion. The
definite-lived brand intangibles primarily include regional or
local brands. The definite-lived brand intangibles have
estimated lives ranging from 10 to 20 years. The technology
intangibles are related to R&D and manufacturing know-how;
these intangibles have a 10-year estimated life. The customer
relationships intangibles have a 20-year estimated life and
reflect the historical and projected attrition rates for Merck
OTC’s relationships with health care professionals, retailers
and distributors.
The acquisition resulted in $2.1 billion in goodwill, of which
approximately $180 million is expected to be deductible for
tax purposes. All of this goodwill was allocated to the Health
Care Segment.
On November 30, 2018, we completed our acquisition of the
over the counter (OTC) healthcare business of Merck KGaA
(Merck OTC) for $3.7 billion (based on exchange rates at the
time of closing) in an all-cash transaction. This business
primarily sells OTC consumer healthcare products, mainly in
Europe, Latin America and Asia markets. The results of Merck
OTC, which are not material to the Company, are reported in
our consolidated financial statements beginning December 1,
2018.
The following table presents the preliminary allocation of
purchase price related to the Merck OTC business as of the
date of acquisition. The preliminary allocation of the purchase
price is based on the best estimates of management and is
subject to revision based on final determination of fair values
of the assets and liabilities acquired, which will be completed
as we complete our analysis of the underlying assets and
acquired liabilities, such as pensions, litigation cases,
environmental issues, and tax positions.
Amounts in millions
Current assets
Property, plant and equipment
Intangible assets
Goodwill
Other non-current assets
Total Assets Acquired
Current liabilities
Deferred income taxes
Non-current liabilities
Total Liabilities Acquired
Noncontrolling Interest (1)
Net Assets Acquired
November 30, 2018
419
$
121
2,143
2,138
143
4,964
$
$
$
$
$
233
767
87
1,087
169
3,708
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company 63
NOTE 15
QUARTERLY RESULTS (UNAUDITED)
Quarters Ended
NET SALES
OPERATING INCOME
GROSS MARGIN
NET EARNINGS/(LOSS):
Net earnings/(loss)
2018-2019
2017-2018
2018-2019
2017-2018
2018-2019
2017-2018
2018-2019
2017-2018
Net earnings/(loss) attributable to Procter and Gamble 2018-2019
2017-2018
Sep 30
$16,690
16,653
3,554
Dec 31
$17,438
17,395
3,896
Mar 31
$16,462
16,281
3,229
Jun 30
$17,094
16,503
(5,192)
3,648
49.2%
50.3 %
3,919
48.9%
49.9 %
3,209
48.8%
48.5 %
2,587
47.7%
45.0 %
Total Year
$67,684
66,832
5,487
13,363
48.6%
48.5 %
3,211
2,870
3,199
2,853
3,216
2,561
3,194
2,495
2,776
2,540
2,745
2,511
(5,237)
1,890
(5,241)
1,891
3,966
9,861
3,897
9,750
DILUTED NET EARNINGS/(LOSS) PER
COMMON SHARE (1) (2)
2018-2019
$ 1.22
$ 1.22
$ 1.04
$ (2.12)
$ 1.43
2017-2018
1.06
0.93
0.95
0.72
3.67
(1) Diluted net earnings per share is calculated on Net earnings attributable to Procter & Gamble.
(2) Diluted net earnings/(loss) per share in each quarter is computed using the weighted average number of shares outstanding during that quarter
while Diluted net earnings/(loss) per share for the full year is computed using the weighted average number of shares outstanding during the
year. In the quarter ended June 30, 2019, the Company reported a Net loss attributable to P&G, driven by the Shave Care impairment charges
discussed in Note 4. This caused certain of our equity instruments to be antidilutive for the full year (preferred shares) and for the quarter
ended June 30, 2019 (preferred shares and equity awards). Because these securities were dilutive during the first three quarters of this fiscal
year, the sum of the four quarters' Diluted net earnings/(loss) per share will not equal the full-year Diluted net earnings per common share.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
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,
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.
Changes in Internal Control over Financial Reporting.
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.
Amounts in millions of dollars except per share amounts or as otherwise specified.
64 The Procter & Gamble Company
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
The Board of Directors has determined that the following
member of the Audit Committee is independent and is an Audit
Committee financial expert as defined by SEC rules:
Ms. Patricia A. Woertz (Chair).
The information required by this item is incorporated by
reference to the following sections of the 2019 Proxy Statement
filed pursuant to Regulation 14A: the section entitled Election
of Directors; the subsection of the Corporate Governance
section entitled Board Meetings and Committees of the Board;
the subsection of the Corporate Governance section entitled
Code of Ethics; the subsections of the Other Matters section
entitled Director Nominations for Inclusion in the 2020 Proxy
Statement and entitled Shareholder Recommendations of
Board Nominees and Committee Process for Recommending
Board Nominees; and the section entitled Delinquent
Section 16(a) Reports. Pursuant to the Instruction to Item 401
of Regulation S-K, Executive Officers of the Registrant are
reported in Part I of this report.
Item 11. Executive Compensation.
The information required by this item is incorporated by
reference to the following sections of the 2019 Proxy Statement
filed pursuant to Regulation 14A: the subsections of the
Corporate Governance section entitled Board Meetings and
Committees of
the Board and entitled Compensation
Committee Interlocks and Insider Participation; and the
the section entitled Director
portion beginning with
Compensation up to but not including the section entitled
Security Ownership of Management and Certain Beneficial
Owners.
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, 2019. The table includes the following
plans: The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter
& Gamble 2003 Non-Employee Directors' Stock Plan; The Procter & Gamble 2009 Stock and Incentive Compensation Plan; and
The Procter & Gamble 2014 Stock and Incentive Compensation Plan.
(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))
Plan Category
Equity compensation plans approved by
security holders
Options
164,812,514
$79.5921
Restricted Stock Units (RSUs)/Performance
Stock Units (PSUs)
TOTAL
11,579,025
176,391,539
N/A
$79.5921 (2)
(1)
(1)
(1) Of the plans listed above, 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 41 million.
(2) Weighted average exercise price of outstanding options only.
Additional information required by this item is incorporated
by reference to the 2019 Proxy Statement filed pursuant to
Regulation 14A, beginning with the subsection of the
Beneficial Ownership section entitled Security Ownership of
Management and Certain Beneficial Owners and up to but not
including the subsection entitled Delinquent Section 16(a)
Reports.
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 2019 Proxy Statement
filed pursuant to Regulation 14A: the subsections of the
Corporate Governance section entitled Director Independence,
Review and Approval of Transactions with Related Persons,
Insider
and Compensation Committee
Participation.
Interlocks and
Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by
reference to the following section of the 2019 Proxy Statement
filed pursuant to Regulation 14A: Report of the Audit
Committee, which ends with the subsection entitled Services
Provided by Deloitte.
The Procter & Gamble Company 65
Item 15. Exhibits and Financial Statement Schedules.
1. Financial Statements:
PART IV
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, 2019, 2018 and 2017
• Consolidated Statements of Other Comprehensive Income - for years ended June 30, 2019, 2018 and 2017
• Consolidated Balance Sheets - as of June 30, 2019 and 2018
• Consolidated Statements of Shareholders' Equity - for years ended June 30, 2019, 2018 and 2017
• Consolidated Statements of Cash Flows - for years ended June 30, 2019, 2018 and 2017
• 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.
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).
(4-2) - The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any other instrument
defining the rights of holders of the Company’s long-term debt.
(4-3) - Description of the Company’s Common Stock+
(4-4) - Description of the Company’s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038. +
(4-5) - Description of the Company’s 4.125% EUR notes due December 2020, 4.875% EUR notes due May 2027, 6.250% GBP
notes due January 2030, and 5.250% GBP notes due January 2033. +
(4-6) - Description of the Company’s 0.500% Notes due 2024 and 1.250% Notes due 2029. +
(4-7) - Description of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029. +
(4-8) - Description of the Company’s 1.125% Notes due 2023. +
(4-9) - Description of the Company’s 0.275% Notes due 2020. +
(4-10) - Description of the Company’s 2.000% Notes due 2021. +
(4-11) - Description of the Company’s 2.000% Notes due 2022. +
Exhibit (10-1) - The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended), 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
Annual Report on Form 10-K for the year ended June 30, 2018; 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).
66 The Procter & Gamble Company
(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, 2018).
(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, 2018).
(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, 2018).
(10-6) -
Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-2) of the Company's
Form 10-Q for the quarter ended December 31, 2018); related correspondence and terms and conditions. +
(10-7) - The Procter & Gamble 2003 Non-Employee Directors' Stock Plan (as amended), 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 (10-8) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018).
(10-8) - The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-2) of
the Company's Form 10-Q for the quarter ended September 30, 2018) +.
(10-9) -
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, 2018); 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).
(10-10) - Company's Forms of Separation Agreement & Release +; Company's Form of Separation Letter and Release (Incorporated
by reference to Exhibit (10-2)) of the Company's Form 10-Q for the quarter ended March 31, 2018).
(10-11) - Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to
Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2018).
(10-12) - The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007) (Incorporated by reference to
Exhibit (10-13) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018).
(10-13) - The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-14) of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2017). *
(10-14) - The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit (10-15)
of the Company’s Annual Report on Form 10-K for the year ended June 30, 2017). *
(10-15) - The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-16) of the
Company’s Annual Report on Form 10-K for the year ended June 30, 2017). *
(10-16) - The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-17) of the Company’s Annual Report
on Form 10-K for the year ended June 30, 2017). *
(10-17) - The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-18) of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2017). *
(10-18) -
Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-19) of the Company’s Annual Report on
Form 10-K for the year ended June 30, 2018).
(10-19) - The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through
August 21, 2006 (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the
year ended June 30, 2017). *
(10-20) - The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2017), 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 (10-21) of the Company’s Annual Report on Form 10-K for the year ended
June 30, 2018). *
(10-21) - 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). *
(10-22) - The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-1) of the Company's
Form 10-Q for the quarter ended December 31, 2018); related correspondence and terms and conditions. +
The Procter & Gamble Company 67
(10-23) - 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). *
(10-24) - 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
(10-1) of the Company's Form 10-Q for the quarter ended December 31, 2017). *
(10-25) - The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by
reference to Exhibit (10-26) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017), 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 (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.
68 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 6, 2019
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
/s/ DAVID S. TAYLOR
(David S. Taylor)
/s/ JON R. MOELLER
(Jon R. Moeller)
Title
Date
Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)
August 6, 2019
Vice Chairman, Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)
/s/ VALARIE L. SHEPPARD
(Valarie L. Sheppard)
Controller and Treasurer and Executive Vice
President - Company Transition Leader
(Principal Accounting Officer)
/s/ FRANCIS S. BLAKE
(Francis S. Blake)
/s/ ANGELA F. BRALY
(Angela F. Braly)
/s/ AMY L. CHANG
(Amy L. Chang)
/s/ SCOTT D. COOK
(Scott D. Cook)
/s/ JOSEPH JIMENEZ
(Joseph Jimenez)
/s/ TERRY J. LUNDGREN
(Terry J. Lundgren)
/s/ W. JAMES MCNERNEY, JR.
(W. James McNerney, Jr.)
/s/ NELSON PELTZ
(Nelson Peltz)
/s/ MARGARET C. WHITMAN
(Margaret C. Whitman)
/s/ PATRICIA A. WOERTZ
(Patricia A. Woertz)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
August 6, 2019
August 6, 2019
August 6, 2019
August 6, 2019
August 6, 2019
August 6, 2019
August 6, 2019
August 6, 2019
August 6, 2019
August 6, 2019
August 6, 2019
August 6, 2019
The Procter & Gamble Company 69
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).
(4-2) - The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any other instrument
defining the rights of holders of the Company’s long-term debt.
(4-3) - Description of the Company’s Common Stock+
(4-4) - Description of the Company’s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038. +
(4-5) - Description of the Company’s 4.125% EUR Notes due December 2020, 4.875% EUR Notes due May 2027, 6.250% GBP
Notes due January 2030, and 5.250% GBP Notes due January 2033. +
(4-6) - Description of the Company’s 0.500% Notes due 2024 and 1.250% Notes due 2029. +
(4-7) - Description of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029. +
(4-8) - Description of the Company’s 1.125% Notes due 2023. +
(4-9) - Description of the Company’s 0.275% Notes due 2020. +
(4-10) - Description of the Company’s 2.000% Notes due 2021. +
(4-11) - Description of the Company’s 2.000% Notes due 2022. +
Exhibit (10-1) - The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended), 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
Annual Report on Form 10-K for the year ended June 30, 2018; 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, 2018).
(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, 2018).
(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, 2018).
(10-6) -
Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-2) of the Company's
Form 10-Q for the quarter ended December 31, 2018); related correspondence and terms and conditions. +
(10-7) - The Procter & Gamble 2003 Non-Employee Directors' Stock Plan (as amended), 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 (10-8) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018).
(10-8) - The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-2) of
the Company's Form 10-Q for the quarter ended September 30, 2018).
(10-9) -
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, 2018); 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).
(10-10) - Company's Forms of Separation Agreement & Release +; Company's Form of Separation Letter and Release (Incorporated
by reference to Exhibit (10-2)) of the Company's Form 10-Q for the quarter ended March 31, 2018).
(10-11) -
Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to
Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2018).
(10-12) - The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007) (Incorporated by reference to
Exhibit (10-13) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018).
70 The Procter & Gamble Company
(10-13) - The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-14) of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2017).
(10-14) - The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit (10-15)
of the Company’s Annual Report on Form 10-K for the year ended June 30, 2017).
(10-15) - The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-16) of the
Company’s Annual Report on Form 10-K for the year ended June 30, 2017).
(10-16) - The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-17) of the Company’s Annual Report
on Form 10-K for the year ended June 30, 2017).
(10-17) - The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-18) of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2017).
(10-18) -
Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-19) of the Company’s Annual Report on
Form 10-K for the year ended June 30, 2018).
(10-19) - The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through
August 21, 2006 (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the
year ended June 30, 2017).
(10-20) - The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2017), 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 (10-21) of the Company’s Annual Report on Form 10-K for the year ended
June 30, 2018).
(10-21) - 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).
(10-22) - The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-1) of the Company's
Form 10-Q for the quarter ended December 31, 2018); related correspondence and terms and conditions. +
(10-23) - 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).
(10-24) - 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
(10-1) of the Company's Form 10-Q for the quarter ended December 31, 2017).
(10-25) - The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by
reference to Exhibit (10-26) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017), 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 (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
XBRL Taxonomy Extension Schema Document
101.SCH (1)
101.CAL (1) XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)
101.LAB (1)
101.PRE (1)
XBRL Taxonomy Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
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.
[THIS PAGE INTENTIONALLY LEF T BL ANK]
[THIS PAGE INTENTIONALLY LEF T BL ANK]
The Procter & Gamble Company • 73
Company and Shareholder Information
P&G’S PURPOSE
P&G DIREC T STOCK
STOCK SYMBOL
We will provide branded products and
PURCHASE PL AN
PG
services of superior quality and value
The Procter & Gamble Direct Stock
that improve the lives of the world’s
Purchase Plan (DSPP) is a direct stock
P&G ONLINE
consumers, now and for generations
purchase and dividend reinvestment
to come. As a result, consumers will
plan. The DSPP is open to current P&G
reward us with leadership sales, profit
shareholders as well as new investors
and value creation, allowing our people,
and is designed to encourage long-
our shareholders and the communities
term investment in P&G by providing
in which we live and work to prosper.
a convenient and economical way
www.pg.com
news.pg.com
www.facebook.com/proctergamble
To learn more, please visit www.pg.com.
to purchase P&G stock and reinvest
www.twitter.com/proctergamble
BR ANDS
P&G products have made a name for
themselves by combining “what’s
needed” with “what’s possible” —
making laundry rooms, living rooms,
bedrooms, kitchens, nurseries, and
bathrooms a little more enjoyable since
1837. For information on our portfolio
of brands and our latest innovations,
please visit www.pg.com/brands.
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 & Corporate
Responsibility, Community Impact,
Diversity & Inclusion, Gender Equality
and Environmental Sustainability.
To learn more, please visit
www.pg.com/citizenship.
CORPOR ATE HEADQUARTERS
The Procter & Gamble Company
1 P&G Plaza
Cincinnati, OH 45202-3315
SHAREOWNER SERVICES
EQ 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 EQ Shareowner Services at:
Website www.shareowneronline.com
dividends. Highlights of the plan include:
• Minimum initial investment — $250
www.linkedin.com/company/
procter-and-gamble
• Twice-weekly purchases
• 24/7 online account access
• Optional cash investment —
minimum $50
• Administered by EQ
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 EQ Shareowner Services.
GIVING THE GIF T 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 DSPP
account or by purchasing shares for the
recipient through the DSPP. Please visit
www.pgshareholder.com or contact
EQ Shareowner Services for details.
TR ANSFER AGENT
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
REGISTR AR
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
www.youtube.com/proctergamble
www.instagram.com/proctergamble
ANNUAL MEETING
The next annual meeting of shareholders
will be held on Tuesday, October 8, 2019.
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 2019 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 EQ 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, 2019.
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.
E-mail www.shareowneronline.com
EXCHANGE LISTINGS
Click Contact Us under the Email section.
New York Stock Exchange
Phone (M–F, 7am–7pm CST)
1-800-742-6253 or 1-651-450-4064
74 • The Procter & Gamble Company
Measures Not Defined by U.S. GAAP
In accordance with the SEC’s Regulation G, the following provides definitions of the non-GAAP measures used in Procter &
Gamble’s 2019 Annual Report and the reconciliation to the most closely related GAAP measure. We believe that these measures
provide useful perspective on underlying business trends (i.e., trends excluding non-recurring or unusual items) and results and
provide a supplemental measure of year-on-year results. The non-GAAP measures described below are used by management
in making operating decisions, allocating financial resources and for business strategy purposes. These measures may be
useful to investors as they provide supplemental information about business performance and provide investors a view of our
business results through the eyes of management. Of these, certain measures are also used to evaluate senior management
and are a factor in determining their at-risk compensation. These non-GAAP measures are not intended to be considered by the
user in place of the related GAAP measure, but rather as supplemental information to our business results. These non-GAAP
measures may not be the same as similar measures used by other companies due to possible differences in method and in the
items or events being adjusted. The Company is not able to reconcile its forward-looking non-GAAP cash flow measure because
the Company cannot predict the timing and amounts of discrete items such as acquisitions and divestitures, which could
significantly impact GAAP results.
Organic sales growth* is a non-GAAP measure of sales
Core EPS* is a measure of the Company’s diluted net earnings
growth excluding the impacts of the July 1, 2018 adoption
per share from continuing operations adjusted as indicated.
of new accounting standard for “Revenue from Contracts
Management views this non-GAAP measure as a useful
with Customers,” acquisitions, divestitures and foreign
supplemental measure of Company performance over time.
exchange from year-over-year comparisons. For more detail
The table below provides a reconciliation of diluted net
on the impact of the accounting change, please see page
earnings per common share from continuing operations
27 in the Form 10-K included in this Annual Report. We
to Core EPS, including the following reconciling items:
believe this measure provides investors with a supplemental
understanding of underlying sales trends by providing sales
growth on a consistent basis.
Incremental restructuring: The Company has had and
continues to have an ongoing level of restructuring
activities. Such activities have resulted in ongoing annual
The following tables provide a numerical reconciliation of
restructuring related charges of approximately $250–$500
organic sales growth to reported net sales growth:
Quarter
Ended
September 30, 2018
December 31, 2018
March 31, 2019
June 30, 2019
Fiscal 2019
Net Sales
Growth
Foreign
Exchange
Impact
Acquisitions
& Divestitures
Impact/Other1
Organic
Sales
Growth
-%
-%
1%
4%
1%
3%
4%
5%
4%
4%
1%
-%
(1)%
(1)%
-%
4%
4%
5%
7%
5%
Fiscal Year
(Estimate)
Net Sales
Growth
Combined Foreign
Exchange and Acquisitions &
Divestitures Impact/Other 1
Organic
Sales
Growth
2020
+3% to +4%
-%
+3% to +4%
(1) Acquisitions & Divestitures Impact/Other includes the volume and mix
impact of acquisitions and divestitures, the impact from the July 1, 2018
adoption of new accounting standard for “Revenue from Contracts with
Customers” and rounding impacts necessary to reconcile net sales to
organic sales.
million before tax. In 2012, the Company began a $10
billion strategic productivity and cost savings initiative
that includes incremental restructuring activities. In 2017,
we communicated details of an additional multi-year
productivity and cost savings plan. This results in incremental
restructuring charges to accelerate productivity efforts and
cost savings. The adjustment to Core EPS includes only the
restructuring costs above what we believe is the normal
recurring level of restructuring costs.
Gain on dissolution of the PGT Healthcare partnership:
The Company dissolved our PGT Healthcare partnership,
a venture between the Company and Teva Pharmaceuticals
Industries, Ltd (Teva) in the OTC consumer healthcare
business, during the year ended June 30, 2019. The
transaction was accounted for as a sale of the Teva
portion of the PGT business; the Company recognized
an after-tax gain on the dissolution.
Shave Care impairment: As discussed in Note 4 to the
Consolidated Financial Statements and in the Significant
Accounting Policies and Estimates section of the MD&A
in the Form 10-K included in this Annual Report, in the
fourth quarter of fiscal 2019, the Company recognized a
one-time, non-cash after-tax charge to adjust the carrying
values of the Shave Care reporting unit. This was comprised
of an impairment charge related to goodwill and an
impairment charge to reduce the carrying value of the
Gillette indefinite-lived intangible assets.
* Measure is used to evaluate senior management and is a factor in determining their at-risk compensation.
Anti-dilutive impacts: As discussed in Note 6 to the
Consolidated Financial Statements in the Form 10-K
included in this Annual Report, the Shave Care impairment
charges caused preferred shares that are normally dilutive
(and hence, normally assumed converted for purposes of
determining diluted earnings per share) to be anti-dilutive.
Accordingly for U.S. GAAP, the preferred shares were not
assumed to be converted into common shares for diluted
earnings per share and the related dividends paid to the
preferred shareholders were deducted from net income to
calculate earnings available to common shareholders. As a
result of the non-GAAP Shave Care impairment adjustment,
these instruments are dilutive for non-GAAP core earnings
per share.
Transitional impacts of the U.S. Tax Act: As discussed in Note
5 to the Consolidated Financial Statements in the Form 10-K
included in this Annual Report, the U.S. government enacted
comprehensive tax legislation commonly referred to as the
Tax Cuts and Jobs Act (the “U.S. Tax Act”) in December 2017.
This resulted in a net charge for the fiscal year 2018. The
adjustment to core earnings only includes this transitional
impact. It does not include the ongoing impacts of the lower
U.S. statutory rate on pre-tax earnings.
Early debt extinguishment charges: In fiscal 2018 and 2017,
the Company recorded after-tax charges due to the early
extinguishment of certain long-term debt. These charges
represent the difference between the reacquisition price
and the par value of the debt extinguished.
Venezuela devaluation and deconsolidation charges:
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 remeasurement charges for
non-dollar denominated monetary assets and liabilities held
by our Venezuelan subsidiaries. Additionally, for accounting
purposes, evolving conditions 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.
The charge was incurred to write off our net assets related
to Venezuela.
Charges for certain European legal matters: Several
countries in Europe issued separate complaints alleging
that the Company, along with several other companies,
The Procter & Gamble Company • 75
Year ended June 30
2019
2018
2017
2016
2015
Diluted net earnings per
share from continuing
operations
Incremental restructuring
charges
$1.43
$3.67
$3.69
$3.49
$2.84
$0.13
$0.23
$0.10
$0.18
$0.17
Gain on dissolution of PGT
Healthcare partnership
$(0.13)
Shave Care impairment
$3.03
Anti-dilutive impacts
$0.06
Transitional impacts of
the U.S. Tax Act
Early debt extinguishment
charge
Venezuela devaluation and
deconsolidation charges
Charges for European
legal matters
Rounding
Core EPS
-
-
-
-
-
-
-
-
$0.23
-
-
-
-
$0.09
$0.13
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.75
$0.01
$(0.01)
$4.52
$4.22
$3.92
$3.67
$3.76
Core EPS growth
Currency impact to
Core Earnings
7%
$0.35
Currency-neutral Core EPS
$4.87
Currency-neutral Core EPS
growth
15%
Fiscal Year
(Estimate)
Diluted EPS
Growth
Impact of
Change in
Non-Core Items
Core EPS
Growth
2020
+222% to +240%
(218%) to (231)%
+4% to +9%
Adjusted free cash flow. Refer to definition on page 27 in the
Form 10-K included in this Annual Report.
Fiscal Year
($ millions)
Operating
Cash Flow
Capital
Spending
U.S. Tax Act
Payments
Adjusted
Free Cash
Flow
2019
$15,242
$(3,347)
$235
$12,130
Adjusted free cash flow productivity* Refer to definition on
page 28 in the Form 10-K included in this Annual Report.
Fiscal
Year ($
millions)
Net
Earnings
Adjustments
to Net
Earnings 2
Adjusted
Net Earnings
Adjusted
Free Cash
Flow
Adjusted Free
Cash Flow
Productivity
2019
$3,966
$7,625
$11,591
$12,130
105%
(2) Adjustments to Net Earnings related to Shave Care impairment charges and
engaged in violations of competition laws in prior periods.
gain on the dissolution of the PGT Healthcare partnership.
In 2016 and 2015, the Company incurred after-tax charges
to adjust legal reserves related to these matters.
We do not view these items to be part of our sustainable
results and their exclusion from Core earnings per share
provides a more comparable measure of year-on-year results.
* Measure is used to evaluate senior management and is a factor in determining their at-risk compensation.
76 • The Procter & Gamble Company
Company Leadership
David S. Taylor
Chairman of the Board, President and Chief Executive Officer
Jon R. Moeller
Vice Chairman, Chief Operating Officer and Chief Financial Officer
Steven D. Bishop
Fama Francisco
Chief Executive Officer – Health Care
Chief Executive Officer – Baby and Feminine Care
Gary Coombe
Shailesh G. Jejurikar
Chief Executive Officer – Grooming
Chief Executive Officer – Fabric and Home Care
Mary Lynn Ferguson-McHugh
R. Alexandra Keith
Chief Executive Officer – Family Care and P&G Ventures
Chief Executive Officer – Beauty
Laura Becker
President – Global Business Services
Matthew S. Price
President – Greater China
Jennifer Davis
President – Feminine Care
Thomas M. Finn
President – Personal Health Care
Marc S. Pritchard
Chief Brand Officer
Sundar Raman
President – Fabric Care, North America and P&G Professional
Kathleen B. Fish
Valarie Sheppard
Chief Research, Development and Innovation Officer
Controller and Treasurer, and Executive Vice President –
Tracey Grabowski
Chief Human Resources Officer
Henry Karamanoukian
Company Transition Leader
Mindy Sherwood
President – Global Walmart
President – Go-to-Market, China and Hair Care, Greater China
Markus Strobel
Deborah P. Majoras
Chief Legal Officer and Secretary
Julio Nemeth
Chief Product Supply Officer
Javier Polit
Chief Information Officer
Juan Fernando Posada
President – Latin America
President – Global Skin & Personal Care
Magesvaran Suranjan
President – Asia Pacific, Middle East and Africa
Loïc Tassel
President – Europe
Carolyn Tastad
Group President – North America and Chief Sales Officer
The Procter & Gamble Company • 77
Board of Directors
Francis S. Blake
W. James McNerney, Jr.
Former Chairman of the Board and Chief Executive Officer of
Senior Advisor at Clayton, Dubilier & Rice, LLC (private equity
The Home Depot, Inc. (national retailer). Director since 2015.
investment). Former Chairman of the Board of The Boeing
Also non-Executive Chairman of the Board of Delta Airlines
Company (aerospace, commercial jetliners and military
and Director of Macy’s, Inc. Age 70.
defense systems). President of The Boeing Company from
2005 to 2013, and Chief Executive Officer from 2005 to 2015.
Angela F. Braly
Director since 2003. Age 70.
Former Chair of the Board, President and Chief Executive
Officer of WellPoint, Inc. (healthcare insurance), now known
Nelson Peltz
as Anthem. Director since 2009. Also a Director of Lowe’s
Chief Executive Officer and Founding Partner of Trian
Companies, Inc., Brookfield Asset Management, and
Fund Management, L.P. (investment management)
ExxonMobil Corporation. Age 58.
Amy L. Chang
since its formation in 2005. Director since 2018. Also a
Director of The Madison Square Garden Company,
The Wendy’s Company, Sysco Corporation, and Legg
Senior Vice President and General Manager of the
Mason, Inc. Age 77.
Collaboration Technology Group at Cisco Systems, Inc.
(networking). Founder and former Chief Executive Officer
David S. Taylor
of Accompany, Inc. (relationship intelligence) from 2013 to
Chairman of the Board, President and Chief Executive
2018. Director since 2017. Former Director of Cisco Systems,
Officer of the Company. Director since 2015. Age 61.
Inc., Splunk, Inc., and Informatica. Age 42.
Margaret C. Whitman
Scott D. Cook
Chief Executive Officer of Quibi (mobile media) since 2018.
Chairman of the Executive Committee of the Board of Intuit
Former President and Chief Executive Officer of Hewlett
Inc. (software and web services). Director since 2000. Age 67.
Packard Enterprise (multinational information technology)
Joseph Jimenez
from 2015 to 2017. President and Chief Executive Officer of
the Hewlett-Packard Company from 2011 to 2015, as well as
Co-Founder and Managing Partner of Aditum Bio (biotech
Chairman of the Board from 2014 to 2015. Director since 2011.
venture fund that launched in July 2019). Former Chief
Also a Director of Dropbox. Age 63.
Executive Officer of Novartis AG (global healthcare), a
position he held from 2010 to 2018. Director since 2018.
Patricia A. Woertz
Also a Director of General Motors. Age 59.
Former Chairman of the Board, President and Chief Executive
Terry J. Lundgren
Officer of Archer Daniels Midland Company (agricultural
processors of oilseeds, corn, wheat and cocoa, etc.). Director
Operating Partner of Long-Term Private Capital (a BlackRock
since 2008. Also a Director of 3M Company. Age 66.
private equity fund). Former Executive Chairman and
Chairman of the Board of Macy’s, Inc. (national retailer),
a position he held from 2017 to 2018. Mr. Lundgren held
the title of Chairman and Chief Executive Officer of
Macy’s from 2003 to 2017. Director since 2013. Age 67.
THE BOARD OF DIREC TORS HAS FOUR COMMIT TEES:
Audit, Compensation & Leadership Development, Governance & Public Responsibility, Innovation & Technology
78 • The Procter & Gamble Company
Recognition and Commitments
P&G’s dedication to superiority allows us to serve the world’s consumers better and create
shareholder value in the process. These recognitions and commitments demonstrate our
impact as a force for good and a force for growth.
BR ANDS AND INNOVATION
• The P&G LifeLab at CES showcased our ability to create
The conversation continues with The Look, a film that
personalized, connected, innovative product experiences
explores bias experienced by many Black men in America.
with SK-II, Gillette, Oral-B, Airia, P&G Ventures and EC30.
We also released Out of the Shadows, a film highlighting
We received awards from USA Today, Engadget and others.
our internal journey for LGBT+ inclusion. This is a
• P&G continues to develop products that appeal to
continuation of the story first shared in The Words Matter.
environmentally concerned shoppers, such as Always/
• P&G spent more than $2 billion with minority- and
Tampax Pure & Clean, Home Made Simple, Dawn and
women-owned businesses for the 12th consecutive year.
Cascade Pure Essentials, Tide Eco-Box, and Herbal
Since 2005, P&G has been a member of the Billion Dollar
Essences botanical shampoos and conditioners.
Roundtable, a forum of companies spending more
• We expanded our presence in the direct-to-consumer
than $1 billion annually with diverse suppliers.
segment through a partnership with M13 and the
• We were included on the lists of Forbes’ America’s Best
acquisition of First Aid Beauty, Snowberry, Walker &
Employers for Diversity, DiversityInc’s Top 50 Companies
Company and This Is L.
for Diversity, NAFE’s Top Companies for Executive Women
• Recent innovations earned P&G three of the top 25 places
and Working Mother Media’s 100 Best Companies and
on the IRI New Product Pacesetters Report for the most
Best Companies for Multicultural Women, and scored
successful non-food product launches of 2018: Tide Ultra
a perfect 100 on Human Rights Campaign’s Corporate
Oxi (#1), Tide PODS Plus Downy (#4), and Olay Whips (#16).
Equality Index for the 6th consecutive year.
• At the 66th Cannes Lions International Festival of
Creativity, P&G and our agencies were awarded 16 Lions.
Gender Equality
While there, we announced creative partnerships with
• P&G’s interactive exhibit, Women at Work: Myth vs. Reality,
John Legend, Arianna Huffington’s Thrive Global, and
traveled the world, appearing at events and conferences
others that reimagine creativity to reinvent advertising
championing equality.
at a time when change is needed.
• P&G has prioritized women’s economic empowerment,
CITIZENSHIP
spending more than $1.1 billion with women-owned
businesses globally, and partnering with WEConnect
Ethics & Corporate Responsibility
International, the Women’s Business Enterprise National
• Drucker Institute’s Management Top 250 Most Effectively
Council and UN Women in 14 countries to provide training
Managed Companies in America
for women entrepreneurs.
• Forbes and Just Capital’s Just 100 America’s Best
• We joined forces with the Association of National
Corporate Citizens
• Fortune’s World’s Most Admired Companies
• Forbes’ World’s Most Reputable Companies
Advertisers’ (ANA) #SeeHer initiative to reflect accurate
portrayals of women and girls in advertising and media,
and co-hosted the inaugural #SheIsEqual Summit with
• Gartner Supply Chain Top 25 — Supply Chain Master
ANA and Global Citizen.
• Forbes’ America’s Best Employers
Environmental Sustainability
Community Impact
• We made progress against our Ambition 2030 goals which
• Through our P&G Children’s Safe Drinking Water Program,
aim to enable and inspire positive impact while creating
we achieved our 2020 goal of delivering 15 billion liters of
value for consumers and P&G. These goals focus on where
clean water to those in need. We are now accelerating
we can make the biggest difference — our brands, supply
our efforts to provide clean water to more people by
chain, society and employees.
delivering 25 billion liters worldwide by 2025.
• We are a founding member of the Alliance to End Plastic
• P&G gave support after more than 20 disasters globally
Waste, partnering with companies around the world to
this year by providing essential products from our trusted
help end plastic waste in our environment.
brands, mobile free laundry services and financial support
• Over 90% of P&G’s production facilities now send zero
to leading global disaster relief organizations.
manufacturing waste to landfills, bringing us closer to
• In the U.S., Tide Loads of Hope washed more than 5,000
achieving our commitment to send zero manufacturing
loads of laundry this year for those impacted by disaster.
waste to landfill from global manufacturing sites by 2020.
Diversity & Inclusion
• Our short film calling attention to racial bias, The Talk,
won numerous awards including a Primetime Emmy.
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 —
A Force for Good and for Growth
We want our brands to grow and create value while having a positive impact
on society and the environment. Learn more at www.pg.com/citizenship.
P&G makes a difference by being more transparent, building
collaborative partnerships, respecting human rights, sourcing
responsibly, and doing what’s right.
We are governed by our Purpose, Values and
Principles. Our philosophy is that a reputation of
trust and integrity is built over time, earned every
day, and is what sets us apart.
P&G improves communities with our people and superior brands
where they add unique value for those who need them most.
In times of disaster, P&G brands are needed more than
ever. Our Tide Loads of Hope mobile laundry program
helps provide a sense of normalcy to those facing
the aftermath of natural disasters. Since the program
began, we’ve washed more than 68,000 loads of
laundry for nearly 50,000 families.
The more we reflect our consumers’ diversity, the better
we can understand and serve them.
We’re using our voice and reach to promote diversity
and inclusion, and start conversations to understand
and end bias, like the short film The Look designed
to spark reflection and conversation on racial bias
A story about bias in America.
and inequality.
We aspire to build a better world, free from bias and with
equal voice and equal representation for all individuals.
P&G has prioritized women’s economic
empowerment, spending more than $1.1 billion
with women-owned businesses globally, and
partnering with WEConnect International, the
Women’s Business Enterprise National Council and
UN Women in 14 countries to provide training for
women entrepreneurs.
P&G sets ambitious environmental goals, leads solutions to help
industry and consumers reduce overall environmental impact,
and invests in innovation.
P&G is a founding member of the Alliance to End Plastic
Waste, whose mission is to eliminate plastic waste
in the environment. At P&G, we strive to outperform
our environmental goals and to drive responsible
consumption. See www.pg.com/ambition2030.
ETHICS & CORPORATE
RESPONSIBILITY
COMMUNITY
IMPACT
DIVERSITY
& INCLUSION
GENDER
EQUALITY
ENVIRONMENTAL
SUSTAINABILITY
Explore the digital version
of the 2019 P&G Annual Report at
www.pg.com/annualreport2019
© 2019 Procter & Gamble
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