2021
Annual
Report
TA B LE O F CO NTE NT S
Letter to Shareowners
P&G’s Integrated Growth Strategy
P&G’s 10-Category Portfolio
i
iv
v
Measures Not Defined by U.S. GAAP
Board of Directors
Company Leadership
Citizenship at P&G
xiii
Company and Shareholder Information
73
76
77
78
Form 10-K
xvii
Recognitions and Awards
Inside Back Cover
F I N A N CIA L H IG H LIG HT S (U N AU D ITE D)
Amounts in billions, except per share amounts
Net Sales
Operating Income
Net Earnings Attributable to P&G
2021
2020
2019
2018
2017
$76.1
$71.0
$67.7
$66.8
$65.1
$18.0
$15.7
$14.3
$13.0
$5.5
$3.9
$13.4
$13.8
$9.8
$15.3
Net Earnings Margin from Continuing Operations
18.9%
18.5%
5.9%
14.8%
15.7%
Diluted Net Earnings per Common Share
from Continuing Operations 1
$5.50
$4.96
$1.43
$3.67
$3.69
Diluted Net Earnings per Common Share 1
$5.50
$4.96
$1.43
$3.67
$5.59
Core Earnings per Share 2
Operating Cash Flow
$5.66
$5.12
$4.52
$4.22
$3.92
$18.4
$17.4
$15.2
$14.9
$12.8
Dividends per Common Share
$3.24
$3.03
$2.90
$2.79
$2.70
2 02 1 N E T SA LE S BY BU S I N E S S S EG M E NT 3
2 02 1 N E T SA LE S BY G EOG R A PH IC R EG IO N
Fabric & Home Care
34%
Baby, Feminine
& Family Care
Beauty
Health Care
Grooming
25%
19%
13%
9%
North America 4
Europe
Greater China
Asia Pacific
Latin America
India, Middle East
& Africa (IMEA)
47%
22%
10%
9%
6%
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 73 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. Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise publicly
any forward-looking statements, except as required by law.
Dear
Shareowners,
Building on the momentum we created leading up
In fiscal year 2021, growth was broad-based, with each
to the pandemic, P&G people delivered strong results
of our 10 product categories growing or holding organic
across the top line, bottom line and cash again in fiscal
sales. Home Care grew in the high teens. Oral Care
year 2021. These results and our momentum reflect the
grew double digits. Skin & Personal Care grew high
underlying strength of our integrated strategy and
single digits. Grooming, Fabric Care, Feminine Care,
our organization.
For the fiscal year, organic sales grew more than 6%,
core earnings per share were up 11%, currency neutral
core earnings per share were also up 11%, and adjusted
free cash flow productivity was 107%. These are strong
results in challenging circumstances on top of equally
strong results leading up to the pandemic.
For perspective, in the six quarters preceding COVID-19,
through the October to December 2019 quarter, we
grew organic sales an average of 5%, ahead of market
growth. This momentum has continued in 2020 and
2021, with organic sales growing an average of 6% over
the past six quarters, while overcoming significant
challenges as a result of the pandemic.
Hair Care and Personal Health Care each grew mid-
single digits. Family Care grew low single digits, and
Baby Care sales were in line with the prior fiscal year.
+6% +11% 107%
Organic Sales
Growth
Core EPS
Growth
Adjusted
Free Cash Flow
Productivity
Our core earnings per share results tell a similar story,
We again delivered strong results in our two largest
with calendar year 2019 quarterly core earnings per
and most profitable markets. Organic sales were up 8%
share growth 15% on average. That strength continued
in the U.S. and 12% in Greater China for the fiscal year.
over the past six quarters, with core earnings per
share growth of 9% on average.
Focus markets grew 7% for the year. Enterprise markets
grew 5% despite significant market growth impacts
from the pandemic.
E-commerce sales were up 35% for the year and are
now over $10 billion in sales, representing 14% of total
Company sales.
P&G’s global aggregate market share increased 50
basis points, and 33 of our top 50 country/category
combinations held or grew share for the year.
Our quarterly dividend increase of 10%
in April 2021 was the largest increase
in over a decade.
We returned $19 billion of value to shareowners
through $8 billion in dividends and $11 billion in share
repurchase. In April, we announced a 10% increase in
our dividend — the 65th consecutive annual dividend
increase, and the 131st consecutive year in which P&G
has paid a dividend.
ii • The Procter & Gamble Company
To sum up, P&G people have operated with excellent
While the near term will be challenging, we’re stepping
discipline in a challenging and volatile environment, and
forward, not back — focused on our integrated strategy
we exceeded each of our going-in targets for the year,
and our immediate priorities to grow through the
across organic sales growth, core EPS growth, free cash
difficulties we’re facing.
flow productivity and cash returned to shareowners.
While we’re pleased with these results and the overall
strength of our business, the external environment
continues to be volatile and difficult to predict, and
our eyes are wide open to the many challenges we
face. We compete in product categories against highly
capable multinational and local competitors. Raw
Stepping Up and
Stepping Forward
In This Time of Need
material and transport freight costs have risen sharply.
P&G people continue to step up and step forward in this
Increased social unrest and economic distress in many
ongoing time of need to keep each other safe, to serve
parts of the world are putting pressure on local GDP
consumers and to support communities around the
growth. Geopolitical divisions are creating business
world. Given the uncertainty globally, we still have every
uncertainty. And the pandemic continues to create
reason to keep focused on these three priorities,
risks of supply chain disruptions.
which have been guiding our actions day in and day
Indeed, the biggest uncertainty we face remains the
out during this crisis.
pandemic, and many countries are still experiencing
Our first priority is always the safety of P&G people.
high numbers of COVID-19 cases. Virus spikes in some
From mask-wearing and social distancing to proper
markets will likely delay their economic recovery, and
hand-washing and regular sanitization, we know basic
current models predict it may be 2023 or 2024 before
safety protocols work. Doing these things consistently
there are enough vaccines broadly distributed to cover
matters, and we continue to rely on our proven protocols
the world’s population.
for safety. Any decision to reduce or alter these practices
COV I D -1 9 PR IO R ITI E S
We continue to step forward as a force for
good and force for growth in this ongoing
time of need. These priorities ensure P&G
is there for the employees, consumers and
communities who have always been there
for us — and they matter as much now as
they did a year ago.
has been and will be based on local transmission
rates, as well as local government guidance
and regulations.
Our second priority is maximizing the availability
of the products we produce so we can continue
to do our part to help people and their families
with their increased cleaning, health and hygiene
needs. I am proud of the way P&G people and our
business partners have come together to maintain
the production, distribution and availability of our
brands despite disruptions from mobility issues,
supply interruption and local mandates, among
other challenges.
Our third priority is supporting our communities,
and we continue to provide help to those who are
still dealing with the health and economic impacts
of the pandemic, including significant donations
of products, cash, personal protective equipment,
and COVID-19 tests to communities and families
in need around the world.
Vaccines are an important step to protect people,
and, with broad adoption, vaccines can help
improve and eventually bring an end to the
pandemic. Through contributions to COVAX, an
initiative of the World Health Organization (WHO),
we’re helping to ensure equitable access to vaccines
in more than 90 countries throughout Asia, Africa,
Latin America, the Middle East, and parts of Europe.
As we manage through this crisis, we’ll continue
to focus on these three priorities that have been
guiding our near-term actions. Importantly, these
priorities are completely congruent with our long-
term strategic choices.
The Procter & Gamble Company • iii
PROTEC TI N G
P&G PEO PLE
We continue to help P&G people
work confidently, with a rigorous
focus on health and well-being
through safety protocols and
protective gear; network and
collaboration tool upgrades and
training to ensure productivity and flexibility when working
remotely; and enhanced benefits and wellness resources to
help navigate the challenges of managing work and family.
In India, a voluntary employee vaccination program in partnership
with local hospitals meant we were able to help keep employees
safe, while continuing to serve India’s consumers with the
products they need. We also partnered with government
authorities to donate vaccines for 500,000 Indian citizens,
making a meaningful difference for the community.
S E RV I N G
CO N S U M E R S
We’re maximizing the availability
of our products that help people
and their families with their health,
hygiene and cleaning needs.
P&G people at more than 100 global manufacturing sites are
serving our consumers at a time of record demand for many
of our products. Our Box Elder, Utah Family Care plant is just
one of our Family Care plants that operates 24/7 to supply
paper towels, tissues and toilet paper for consumers.
S U PPO R TI N G
CO M M U N ITI E S
To help people and communities
worldwide overcome the
challenges of the COVID-19
pandemic, we expanded our existing
global disaster relief operations to
donate tens of millions of dollars’ worth of products, PPE,
cash and in-kind support, working in partnership with more
than 200 relief organizations worldwide.
We also sponsored Global Citizen’s VAX LIVE Concert, an event
that inspired vaccine confidence worldwide and mobilized
more than $300 million in the push for greater global access
to COVID-19 vaccines. P&G’s multi-million dollar donation to
the COVAX initiative was matched by GAVI, the Vaccine Alliance,
to double the impact as part of efforts to provide vaccines in
more than 90 countries.
These are just a few examples — visit
www.pg.com/covid19 to learn more about
all we’re doing in each of these areas.
iv • The Procter & Gamble Company
75%, 90%, 95%
I NTEG R ATE D G ROW TH S TR ATEGY
Our strategic choices are the
foundation for balanced top-
and bottom-line growth. We
believe they position P&G well to
continue to serve the heightened
needs and new behaviors
of consumers and our retail
and distributor partners.
PO R TFO LIO
performance drives
brand choice
O RGA N I Z ATIO N
empowered, agile
accountable
I NTEG R ATE D
G ROW TH
S TR ATEGY
S U PE R IO R IT Y
to win with
consumers
CO N S TRUC TIV E
D I S RU P TIO N
across our
business
PRO DUC TIV IT Y
to fuel
investments
A Winning Strategy
Our integrated strategy was delivering strong results
before the crisis, it is serving us well during the pandemic,
A Strong and
Focused Portfolio
and we believe it will continue to serve us well after
Our strategy starts with a strong, focused portfolio
the crisis through a portfolio of daily-use categories
positioned to win with consumers, made up of daily-use
where performance drives brand choice; superiority
products where performance plays a significant role
across product, package, brand communication,
in brand choice.
retail execution and value; productivity in all areas
of cost and cash; constructive disruption in all facets
of our operations; and a more agile, accountable
and empowered organization.
Our portfolio has 10 categories: Fabric Care, Home Care,
Baby Care, Feminine Care, Family Care, Hair Care, Skin
& Personal Care, Oral Care, Personal Health Care, and
Grooming. These are financially attractive categories that
These are not independent strategic choices. They
leverage P&G’s strengths and where we have leading
reinforce and build on each other, and when executed
or significant market positions, and we remain very
well, lead to balanced top- and bottom-line growth and
confident in their growth and value creation potential.
value creation. There is still opportunity for improvement
in every facet of this strategy, and we continue to raise
the bar to deliver sustained excellence.
In each of these 10 performance-driven categories,
we continue to work to increase the superiority of
our offerings.
P&G’s
10-Category
Portfolio
H E A LTH C A R E
Personal Health Care
Oral Care
FA B R IC A N D H O M E C A R E
Fabric Care
Home Care
B E AUT Y
G ROO M I N G
Skin & Personal Care
Hair Care
Grooming
BA BY, F E M I N I N E A N D FA M I LY C A R E
Baby Care
Feminine Care
Family Care
vi • The Procter & Gamble Company
Superiority: A
Higher Standard
of Excellence
Superiority matters because it drives category growth,
household penetration, strong share positions, and
winning sales and profit growth — and builds business
for our retail partners.
Four years ago, we established a higher standard
of excellence — a standard of irresistible superiority
across product, package, brand communication,
retail execution, and value.
When we started on this journey, we set the
superiority bar high. We wanted to be irresistibly or
noticeably superior across each of the five vectors,
and not just in a lab or versus our own tests; it had
to translate to consumer delight.
To assess superiority, we use a “body of evidence”
approach to provide a holistic and transparent
evaluation across each of the five vectors, using a mix
of tests, data, reviews, and in-market measurements.
We look at our superiority versus competition and
whether we’re improving. We know we’ve raised
the bar on superiority when a consumer has an
P&G was recognized by IRI for having 10 of the
top 25 nonfood products on their 2020 New
Product Pacesetters list, which recognizes the
most successful product launches in the U.S., more
than our top seven closest competitors combined.
In the 2020 Advantage Report, P&G was ranked
#1 by our retail partners globally across all
seven performance areas. This is also the
6th consecutive year P&G has been ranked
#1 in Overall Performance, recognizing P&G
as a partner in joint value creation.
Measures of Superiority
PRO DUC T
Products so good, consumers
recognize the difference.
Superior products raise
expectations for performance
in the category.
PACK AG I N G
Packaging that attracts
consumers, conveys brand
equity, helps consumers
select the best product for
their needs, and delights
consumers during use.
CO M M U N IC ATIO N
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.
R E TA I L E XECUTIO N
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.
CO N S U M E R
& CU S TO M E R VA LU E
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.
Examples of what we measure:
The package is a critical element of the holistic
product experience, so the two are measured
together.
We learn about consumers’ impressions through
blind tests and seeing their experience while the
product is in use.
We measure in-market performance via market
penetration, repeat purchases, and consumer
ratings and reviews.
Examples of what we measure:
Based on creative effectiveness (a proven campaign
that drives sales growth for a brand for one year)
and media effectiveness (reach, frequency and
continuity making the investment as effective
as possible).
Examples of what we measure:
When the brand’s execution at the point of
purchase makes consumers more likely to buy
the brand. Whether in-store or online, brands
are superior if they are available, attractive
and affordable at point-of-purchase.
Examples of what we measure:
Superior consumer value means the product must
deliver superior performance for the price paid,
have a superior value impression, and drive brand
preference such that consumers are proud to
recommend it and it’s top of mind for the job
to be done.
Superior customer value includes driving a
disproportionate share of market/category
growth, improving customer margins, driving cash
productivity and delivering on service expectations.
PRO DUC T
Products so good, consumers
recognize the difference.
Superior products raise
expectations for performance
in the category.
PACK AG I N G
Packaging that attracts
consumers, conveys brand
equity, helps consumers
select the best product for
their needs, and delights
consumers during use.
CO M M U N IC ATIO N
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.
R E TA I L E XECUTIO N
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.
CO N S U M E R
& CU S TO M E R VA LU E
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.
The Procter & Gamble Company • vii
Examples of what we measure:
The package is a critical element of the holistic
product experience, so the two are measured
together.
How do we know it’s superior?
We’re continually raising our standards of
competitive advantage for each of the five
We learn about consumers’ impressions through
superiority drivers.
blind tests and seeing their experience while the
product is in use.
We measure in-market performance via market
penetration, repeat purchases, and consumer
ratings and reviews.
When we excel across all five measures of
noticeable superiority, we deliver on key
business success metrics:
Category
Growth
Market
Share
Household
Penetration
Sales
Profit
Where we achieve noticeable superiority on
at least four of the five superiority measures,
we deliver on the business success metrics
80% of the time. Where we achieve three or
fewer superiority measures, we do not deliver
on our desired business outcomes — superiority
is essential.
Examples of what we measure:
Based on creative effectiveness (a proven campaign
that drives sales growth for a brand for one year)
and media effectiveness (reach, frequency and
continuity making the investment as effective
as possible).
Examples of what we measure:
When the brand’s execution at the point of
purchase makes consumers more likely to buy
the brand. Whether in-store or online, brands
are superior if they are available, attractive
and affordable at point-of-purchase.
Examples of what we measure:
Superior consumer value means the product must
deliver superior performance for the price paid,
have a superior value impression, and drive brand
preference such that consumers are proud to
recommend it and it’s top of mind for the job
to be done.
Superior customer value includes driving a
disproportionate share of market/category
growth, improving customer margins, driving cash
productivity and delivering on service expectations.
viii • The Procter & Gamble Company
Superiority: A Higher
Standard of Excellence
PRO DUC T
We’re driving Oral Care market
growth — from the Oral-B iO power brush
that improves brushing efficacy with
position-sensing technology, to premium
toothpastes like Crest Gum Detoxify
and Enamel Care to the latest in teeth
whitening, Crest Whitening Emulsions,
with its highly active peroxide droplets
that can be applied in seconds and whiten
teeth with virtually no sensitivity. These
and other innovations have helped grow
P&G’s Oral Care organic sales double digits
and the market overall in fiscal 2021.
In fiscal 2021, Oral Care share
was up more than one point
and market growth was up
mid-single digits.
PACK AG I N G
We’re moving to a plastic-free box on many
Gillette and Venus products in the U.S.
and Europe.
This packaging innovation could save
the plastic equivalent of 85 million water
bottles per year when fully launched.*
In Europe, where we launched first, this
innovation contributed to mid-single digit
organic sales growth in our Europe Grooming
business in fiscal 2021, with share up
one point.
*Based on FY20 sales
The Procter & Gamble Company • ix
CO M M U N IC ATIO N
R E TA I L E XECUTIO N
China Hair Care had one of the strongest growth
We launched Fairy dish care at multiple retailers in
periods in the past decade in fiscal 2021, led by
France during the year. In this very competitive market,
Pantene’s innovation in conditioners, treatments
the team focused on big in-store events, displays and
and consumer communication. In a crowded category
share of shelf.
where consumers often consult social media before
buying, Pantene’s premium innovation broke
through the digital clutter, thanks to impactful
online engagements like influencer livestreaming.
Superior retail execution helped
Fairy achieve 20% share of shelf and
16% market share in only five months.
Organic sales for Pantene in Greater
China grew 25% in fiscal 2021, making a
strong contribution to category growth.
CO N S U M E R & CU S TO M E R VA LU E
Always ZZZ was launched nationally in the U.S.
market in fiscal 2021 for the 60% of pad users who still
experience leaks at night. Always ZZZ dares to provide
360º protection from overnight leaks with Always’
first disposable period underwear in the U.S. The ZZZ
collection also includes a new overnight pad featuring
Always’ widest coverage. We’re creating value with
a disruptive new solution for consumers and addition
to the category for retailers.
In its first quarter, Always ZZZ is
continuing to expand premium innovation
and is contributing to category growth.
x • The Procter & Gamble Company
experience that lifts their expectations and makes it
harder to go back to what they were using before.
A Productivity Mindset
Today, 75% of our portfolio is judged as superior, and
we make continuous improvements in response to
consumer needs and changing industry dynamics.
Where we feel we’ve achieved 80% or 90% superiority
across the five vectors, we use this as motivation to
raise our standards again and, importantly, to continue
to grow markets.
For example, we’ve been assessing the superiority of our
unit-dose laundry detergents versus our competition,
and that has worked to help maintain our superiority
up until now. In fact, globally today we have an over
70% share of the unit-dose detergent category. But
now we’ve raised the bar on how we assess unit-dose
superiority, shifting from comparing ourselves versus
competition to a higher bar — asking ourselves if our
proposition is superior enough for people who use liquid
detergent, the most popular laundry detergent form,
to trade up to unit dose.
Extending our levels of superiority, creating the financial
flexibility to manage through increased external volatility,
and an ongoing need to drive balanced top- and bottom-
line growth requires productivity up and down the
income statement and across the balance sheet.
We’re delivering significant cost and cash efficiency
with many more opportunities ahead. We’re discovering
lower-cost ways of working with fewer resources —
today’s necessity giving rise to the productivity inventions
of tomorrow. New digital tools are being brought to the
forefront, providing another productivity driver — in our
labs, in the office environment and on the factory floor.
Productivity is now as integral
to our culture as innovation;
it’s part of our DNA.
Superiority is an opportunity that never ends — the bar
For example, our Product Supply organization has
is constantly being raised, by us and our competition.
successfully leveraged automation solutions to fuel
We’re continuously making investments to strengthen
productivity and accelerate our journey toward an
the long-term health and competitiveness of our
End-to-End Synchronized Supply Network. Investments
brands, extend our margin of advantage and quality
like this have enabled significant savings over the past
of execution, and improve options for consumers
10 years, with more ahead.
around the world.
CO N S TRUC TIV E D I S RU P TIO N AT P&G
LE A N
I N N OVATIO N
B R A N D BU I LD I N G
While over 90% of U.S. consumers are concerned about having
bugs in their home, almost as many have concerns about
traditional insecticide spray products. Our internal start-up studio
P&G Ventures developed Zevo with a powerful blend of active
essential oils inspired by plants’ natural defenses against bugs, for
an effective way to control insects in the home using ingredients
consumers know. Initially direct-to-consumer, Zevo has quickly
expanded to several major U.S. retailers, helping us enter a new
consumer segment — and generated organic sales growth over
50% in fiscal 2021.
As one of the world’s largest advertisers, at P&G we’re reinventing
brand building — disrupting the advertising industry to drive
innovation and deliver superior experiences for consumers. We’re
creating new tools like “smart audiences” to reach consumers with
greater precision and to serve them with more useful, relevant
content at the right frequency; supporting efforts to help eliminate
hateful content online; and promoting equity through investment
in multicultural marketing and media and accurately portraying
all people in our communication.
The Procter & Gamble Company • xi
In Brand Building, data & analytics and digital
power brush is a terrific example. Oral-B iO combines
technology are reinventing how we work. We’ve already
a linear magnetic drive system with an embedded 3D
seen significant savings in agency fees and production
tracking technology that learns how users brush to
costs, with further savings ahead.
guide them across highly personalized brushing modes
These are just two examples. Over the last 10 years,
for their best clean.
we’ve fully embedded a productivity mindset into our
In our supply chain, we’re developing a generation of
operations and activity system. It is part of our DNA; now
new, digitally enabled technology platforms, like the
as integral to our culture as innovation. Productivity work
Minimum Order Quantity platform (MOQx), a scalable,
never ends and will remain a significant part of our focus.
multi-SKU manufacturing capability. MOQx offers
Leading Constructive
Disruption
significant flexibility in modularity and scalability
and can produce new SKUs in less than a week, from
ideation to production.
We’re also reinventing brand building, starting with
reinventing media, to achieve mass reach with greater
The pandemic has only accelerated disruption in what
precision. For example, we’re accelerating automated,
was already a rapidly changing world. We’ve found that
programmatic media buying. In China, 90% of media
the best way to deal with disruption is not just to accept
spending is digital, and more than 65% is bought through
it, but to lead it in a way that creates positive outcomes.
programmatic media. In the U.S. and Europe, we’re
We use the term “constructive disruption” because it
implies a bias towards positive action — changing in a
meaningful way that leads to competitive advantage
shifting from generic demographic-based audiences to
“smart audiences” with profiles that enable reach with
greater precision through programmatic buying.
and creates value for retailers, investors, employees
With the increasing shift to e-commerce and the use
and consumers alike.
We’re innovating how we innovate, moving faster
by combining over 180 years of expertise with the
entrepreneurial spirit of a startup. Our Oral-B iO
of digital for commerce with omni-retailers, we’re
strengthening our in-house search capability to ensure
our brands are seen first in key search terms and to
serve content that clearly demonstrates the superiority
of our brands versus competition.
S U PPLY CH A I N
D IG ITI Z ATIO N &
DATA A N A LY TIC S
We’ve developed digitally enabled technology platforms
for a more advanced supply chain, such as our Minimum
Order Quantity platform, or MOQx. It helps us customize
manufacturing capability and change between SKUs more
efficiently, for new levels of responsiveness and flexibility
in serving our retailer customers, and a more resilient
P&G supply network.
We’re building data and analytics capability outside our IT
organization. By giving IT-developed analytics tools to P&G
people in supply chain, sales, media, product innovation
and others, these Citizen Developers can create models
and custom applications that are helping us better meet
business needs. In Latin America, our sales team is creating
low-code solutions to automate work and adjust our field
sales and merchandising priorities to better serve retailers
and consumers — helping drive superior retail execution
and contributing to double digit Latin America
organic sales growth in fiscal year 2021.
xii • The Procter & Gamble Company
A More Empowered, Agile
and Accountable Organization
N O R TH A M E R IC A FA B R IC C A R E
Responding to rapidly changing consumer needs and behaviors,
the increased agility of our North America Fabric Care team helped
us accelerate e-commerce investment, launch more larger sizes as
consumers minimized store trips, and respond to emerging needs
with new innovations like Tide Hygienic Clean Power PODS (as laundry
became part of hygiene practices), Bounce Pet (as pet adoptions
increased) and Downy Intense liquid fabric enhancer and Downy
Infusions scent beads (as consumers wanted mood enhancing
scent at home) — all underpinned by the exceptional resiliency
and responsiveness of our Product Supply organization.
E NTE R PR I S E M A R K E T S
P&G’s Enterprise Markets execute within predefined strategies to
deliver the plans set by the categories, and if they’re on track, have
the freedom to make executional changes without engaging category
leadership. This flexibility was of increased importance in fiscal 2021
during the COVID-19 pandemic as decisions could be made quickly
to deal with unexpected market closures or currency volatility —
and Enterprise Markets grew organic sales 5% in fiscal 2021.
N EW WAYS O F WO R K I N G
We’re making changes to workplace
flexibility, taking what we’ve learned during
the pandemic and applying this knowledge
to how we work — whether at sites, remotely
or hybrid — in a way that will enable us to
build the business, increase innovation and
productivity, and strengthen our culture,
all while ensuring employees’ continued
development, wellness, engagement
and inclusion.
Leading constructive disruption drives sustainability as
of strength and pride, and we have record high scores in
well. For example, we’re creating and investing in digital
confidence in leadership and direction. Our employees
watermarks to improve the efficiency and effectiveness
also value our strong culture of Equality & Inclusion.
The Procter & Gamble Company • xiii
of the recycling value chain. Digital watermarks are
imperceptible to the naked eye, yet scannable with
digital tools. They turn ordinary packages into “intelligent
objects,” allowing for more accurate sorting at recycling
centers. This improves the quality and quantity of
recycled material, leading to more value and less
waste. This P&G-initiated effort is positioned to benefit
the entire value chain and help address the critical
sustainability goal of achieving a circular economy, and
it has applications that extend far beyond recycling.
The constructive disruption we’re leading in all areas
of the value chain is critical to succeed in the dynamic
world we live in today and tomorrow, and the work we’re
doing to lead constructive disruption throughout P&G
shows that we’re agile and willing to change anything
and everything needed to win, except our Purpose,
Values and Principles.
A Highly Engaged
Organization and
Culture
Our willingness to change is best demonstrated by
the organization structure changes we implemented
in July 2019. Today, we operate P&G through industry-
based sector business units that manage our 10 product
categories, with a differentiated approach in Focus
Markets and Enterprise Markets, and a very small
corporate group with best-in-class functional expertise.
As a result, we now have a more empowered, agile
and accountable organization with little overlap or
redundancy, flowing to new demands, and seamlessly
supporting each other to deliver our strategic choices
around the world. This new design is working well,
especially during the pandemic as people are closer
to the consumers and customers they serve.
P&G’s organization is well prepared for the future.
This includes a diverse group of senior leaders with
significant depth and experience across our business
and operations, with the right mix of skills and
capabilities needed to drive the Company forward.
Operating through five industry-
based Sector Business Units in
Focus and Enterprise Markets
Providing greater clarity on
responsibilities and reporting lines
Strengthening leadership
accountability
Enabling P&G people to accelerate
growth and value creation
Citizenship and ESG:
A Force for Good and
A Force for Growth
P&G’s ability to do well is connected to our commitment
to doing good, and our ability to do good is strengthened
by our growth. It’s a virtuous cycle, and as a Company
we’re committed to be a force for good and force for
We continue to evolve our structure and will be moving
growth in everything we do.
from six sector business units to five, combining Baby
Care, Feminine Care and Family Care into one sector
business unit to better take advantage of synergies in
talent and shared competition.
We refer to our efforts in Environmental, Social and
Governance (ESG), as well as our additional activities
and commitments in related spaces, as “Citizenship,”
which we believe is a holistic way to talk about all our
P&G’s culture is strong. P&G people are committed,
efforts. We’ve built Citizenship into how we do business
driven and highly engaged, and we see that clearly in
every day across each one of our Citizenship priorities:
our annual employee survey results, which, despite
Environmental Sustainability, Equality & Inclusion,
the pandemic, remain high. Our foundational Purpose,
and Community Impact, with a foundation of Ethics
Values and Principles continue to be a primary source
& Corporate Responsibility.
xiv • The Procter & Gamble Company
Environmental Sustainability has been embedded in
Company, including our Board of Directors, and are now
how P&G does business for decades. Over the past 10
publicly sharing our workforce representation data at
years, we have reduced our greenhouse gas emissions
pg.com/equalityandinclusion. We have also used our
by 50%, reached zero manufacturing waste to landfill
voice externally to address inequality. We introduced
across all production sites globally, and doubled the
“Widen The Screen,” a broad creative and partnership
use of recycled resin in our plastic packaging. As we
platform that enables and advocates for increased
look to the future, our Ambition 2030 program includes
inclusion of Black creators across the advertising, film
commitments that our global operations will be
and television industries, broadening the spectrum of
carbon neutral for the decade by driving breakthrough
the images we see, the voices we hear, the stories we
energy efficiency, purchasing 100% renewable
tell and the people we understand.
electricity globally and using natural climate solutions
to compensate for any remaining emissions. Our
Ambition 2030 goals also include improving finished
product transportation emissions efficiency by 50%,
making 100% of packaging recyclable or reusable, and
reducing virgin petroleum plastic packaging by 50%.
Later this year, we’ll issue a climate transition action plan
outlining our plans toward a long-term objective of net
zero greenhouse gas emissions. We’re also committed
to using our voice, reach, innovation and expertise to
make responsible consumption across all our brands
irresistible, and we’ve recently launched a program
called “It’s Our Home” to share how small actions at
home can make a big difference in reducing energy
use, waste and water.
Our Community Impact work supports people and
communities through trying times and unexpected
challenges by being there to help with our trusted
brands, which people count on to take care of their
personal health and to create clean and healthy homes.
We continue to provide COVID-19 relief around the
world through donations of products, cash and personal
protective equipment. And while the pandemic is
rightfully top of mind, there are many people who’ve
also faced natural disasters around the world, and we’ve
responded to support those dealing with fires, floods,
typhoons, hurricanes and other emergencies. Our
Children’s Safe Drinking Water Program continues to
provide clean drinking water to those who lack access,
reaching 18 billion liters of clean water provided since
Our Equality & Inclusion efforts are guided by our
the program began, thanks to the collaboration of more
aspiration to help create a world where equality and
than 150 partners, and we’re on our way to 25 billion
inclusion are achievable for all; where respect and
liters by 2025.
inclusion are the cornerstones of our culture; and where
equal access and opportunity to learn, grow, succeed
and thrive are available to everyone, inside and outside
of P&G. We support equality and inclusion with our
employees, through our brands, with our business
partners and in our communities. Over the last year,
we have strengthened our diversity at all levels of our
Ethics & Corporate Responsibility — good governance —
is the foundation for everything we do at P&G, including
our Citizenship work. From long experience, we know
that building and sustaining a robust business depends
on maintaining strong ethical, compliance and quality
standards, and for more than 180 years, we’ve been
guided by our Purpose, Values and Principles.
At P&G, we’re committed to being a force for
good and force for growth in everything we do,
as we believe brands and companies have a
responsibility to society. With our Lead with Love
campaign, P&G is activating the power and reach
of our trusted brands to deliver on a commitment
of 2,021 acts of good in 2021 that will have a lasting,
positive impact on people and communities
around the world, engaging consumers, sparking
conversations, and inspiring people everywhere
to take action and to lead with love.
The Procter & Gamble Company • xv
Citizenship at P&G
E NVIRONME NTAL
Environmental Sustainability
Environmental sustainability has been embedded in P&G’s business
for decades. We’re continually working to reduce the impact of our
operations and helping make responsible consumption irresistible
for people everywhere.
P&G will continue to reduce the impact of our operations and deliver superior products that make it
easy to make sustainable choices with no trade-off in performance. Nearly eight of 10 people want
the brands they buy to help them be more environmentally conscious. 1 We launched the It’s Our
Home campaign to highlight how small actions at home can make a big difference for our planet.
(1) “It’s Our Home” Study, conducted by P&G hosted on Toluna, surveying 5,371 people, February 2021 Global
average (Canada, France, Germany, U.K., U.S.)
SOCIAL
Equality & Inclusion
We aspire to create a company and a world where equality and inclusion
is achievable for all, building a diverse employee and leadership base to
reflect the consumers we serve, fostering an inclusive and welcoming
culture, and leveraging our influence to progress equality.
TO WIDEN OUR VIEW
This year we introduced “Widen the Screen,” a broad creative and partnership platform to
increase inclusion of Black creators across the advertising, film and television industries,
broadening the spectrum of the images we see, the voices we hear, the stories we tell, and
the people we understand. To learn more about this work, visit www.pg.com/widenthescreen.
Community Impact
Whether it’s supporting hygiene education, providing clean water, delivering
essentials for families impacted by disaster, or mobilizing to help overcome
the challenges of the COVID-19 pandemic, our goal is to improve the health
and well-being of every community we touch.
In 2004, we launched the P&G Children’s Safe Drinking Water Program to help communities
around the world. With an innovation that packs the power of a water treatment facility into
a teabag-sized packet, families can turn dirty, potentially deadly water into clean drinkable
water in just 30 minutes. Working with more than 150 global partners, we’ve provided more
than 18 billion liters of water since the program began and helped transform lives by keeping
families healthy, enabling education, and supporting more economic opportunity.
GOVE RNANCE
Ethics & Corporate Responsibility
At P&G, we serve about five billion people around the world with our brands.
How we serve the world’s consumers matters, and we’re committed to doing
what’s right and to being a good corporate citizen. Everything we do is firmly
rooted in P&G’s Purpose, Values and Principles.
We believe that strong governance practices contribute to better results for shareholders.
In fiscal 2021, we created an online portal to increase transparency in ESG reporting, expanded
the accessibility of our diversity data, shared reporting on our sound forestry practices, increased
the diversity of our Board with two new members, and continued our ongoing work in ingredient
transparency and safety.
ENVIRONMENTAL
SOCIAL
To learn more about our goals, metrics, progress, and risks, visit www.pginvestor.com/esg
and read our Citizenship Report at www.pg.com/citizenshipreport.
xvi • The Procter & Gamble Company
This is just an overview of our Citizenship work,
I will transition to the role of Executive Chairman and
and I encourage you to learn more from our annual
support Jon and our terrific executive team as they
Citizenship report at pg.com as well as from our
continue to build on the strong momentum we have
ESG Investor website at pginvestor.com/esg.
established through an integrated strategy that is being
We continue to put significant effort against our
Citizenship priorities so that P&G can be a force for
good and a force for growth in the world.
Strong Leadership to
Take P&G Forward
I’m proud to share that on July 29th, P&G’s Board of
Directors unanimously elected Jon Moeller, Vice Chair
executed with excellence by P&G people everywhere.
Sustained Excellence
Today, and every day, is a day to step forward to win
and deliver sustained excellence. Our work over the past
several years has given us a strong foundation, but the
opportunity ahead of us is even greater. That must be
our mindset. Learn from the past, create the winning
future — focused on creating value.
and Chief Operating Officer, to succeed me as President
We understand the barriers. We’re clear about the
and Chief Executive Officer, effective November 1, 2021.
near-term challenges ahead, but we see the possibilities
Jon has been an integral part of P&G’s leadership team
for well over two decades, helping develop the strategies
that we are executing with excellence to drive P&G’s
growth today. Jon is fully committed to P&G and P&G
because, collectively, with the diverse set of talent we
have and the inclusive culture we’re working hard to
create, we can do almost anything once we set our
minds to it.
people. He is an outstanding leader, trusted confidant
We know we’re capable. We have established strong
and valued partner to me and many across the Company,
momentum through an integrated strategy that
and I have benefited tremendously from his foresight,
is being executed with excellence by P&G people
his focus and his friendship in my time as CEO.
In addition, Shailesh Jejurikar has been elected Chief
Operating Officer, effective October 1, 2021. Shailesh
currently serves as the Chief Executive Officer of the
Company’s Fabric & Home Care sector, P&G’s largest
business unit, which has consistently delivered
industry-leading results.
everywhere — a winning portfolio; superiority across
product, package, communication, retail execution
and value; productivity in everything we do; leading
constructive disruption; and a more agile, accountable
and empowered organization. These strategic choices
are working well, and we have a long runway ahead to
keep driving them. We’ll manage what is likely to be
a volatile near term consistent with this strategy and
against the immediate priorities of ensuring employee
health and safety, maximizing availability of our
products to serve cleaning, health, and hygiene
needs and helping society overcome the COVID-19
challenges that still exist in many parts of the world.
I believe we’re well-positioned to grow through and
beyond the pandemic, led by a team of committed,
dedicated people who want to win with consumers,
for our shareowners and stakeholders, and for each
other. I look forward to supporting Jon, P&G’s lead team
and P&G people everywhere as they continue to raise
the bar on winning to deliver sustained excellence.
DAV I D S . TAY LO R
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 TRUE
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 False
For the Fiscal Year Ended June 30, 2021
OR
cin
nati
Pla
za
513
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:
OH
452
02
-11
00
198
0
OH
Title of each class
Common Stock, without Par Value
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
Trading Symbol
PG
PG21
PG22B
PG23A
PG24A
PG24B
PG25
PG27A
PG28
PG29B
PG29A
PG30
PG33
PG38
Name of each exchange on which registered
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 þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ
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 þ No o
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filed," "accelerated filer," "smaller reporting company," and "emerging growth company"
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
þ
¨
Accelerated filer
Smaller reporting company
Emerging growth company
¨
¨
¨
FALSE
FALSE
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 o No þ False
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes þ No o TRUE
The aggregate market value of the voting stock held by non-affiliates amounted to $341 billion on December 31, 2020.
There were 2,427,424,874 shares of Common Stock outstanding as of July 31, 2021.
Portions of the Proxy Statement for the 2021 Annual Meeting of Shareholders, which will be filed within one hundred and twenty days of the fiscal year ended
June 30, 2021 (2021 Proxy Statement), are incorporated by reference into Part III of this report to the extent described herein.
Documents Incorporated by Reference
FORM 10-K TABLE OF CONTENTS
PART I
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosure
Properties
Legal Proceedings
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Information about our Executive Officers
Equity Securities
Intentionally Omitted
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
Financial Statements and Supplementary Data
Item 8.
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: Leases
Note 13: Commitments and Contingencies
Note 14: Merck Acquisition
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV Item 15. Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
Exhibit Index
Item 16.
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The Procter & Gamble Company 1
PART I
Item 1. Business.
The Procter & Gamble Company (the 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 first been established as a New Jersey
corporation in 1890, and was built from a business founded
in Cincinnati in 1837 by William Procter and James Gamble.
Today, our products are sold in more than 180 countries and
territories.
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.
indicates
Unless
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 context
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.
P&G includes the website link solely as a textual reference.
The
is not
incorporated by reference into this report.
information contained on our website
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
and brands. 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 consumer and customer 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
in which we compete. Productivity improvement is also
critical to delivering our objectives of balanced top and
bottom-line growth and value creation.
Key Product Categories. Information on key product
categories can be found in the MD&A and Note 2 to our
Consolidated Financial Statements.
customers
Key Customers. Our
include mass
merchandisers, e-commerce, grocery stores, membership
club stores, drug stores, department stores, distributors,
wholesalers, specialty beauty stores (including airport duty-
free stores), high-frequency stores, pharmacies, electronics
stores and professional channels. These customers sell our
products to individual consumers. We also sell direct to
consumers. Sales to Walmart Inc. and its affiliates represent
approximately 15% of our total sales in 2021, 2020 and
2019. No other customer represents more than 10% of our
total sales.
ten customers accounted for
approximately 39% of our total sales in 2021, 38% in 2020
and 36% in 2019.
Our
top
Sources and Availability of Materials. Almost all of the
raw and packaging materials used by the Company are
purchased from third parties, 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 processes 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 are 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
We support our products with advertising,
position.
2 The Procter & Gamble Company
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.
Government Regulation. Our Company is subject to a
wide variety of laws and regulations across the countries in
which we do business. In the United States, many of our
products and manufacturing operations are subject to one or
more federal or state regulatory agencies, including the U.S.
Food and Drug Administration (FDA), the Environmental
Protection Agency (EPA), the Occupational Safety and
Health Administration
the Federal Trade
Commission (FTC), and the Consumer Product Safety
Commission (CPSC). We are also subject to anti-corruption
laws and regulations, such as the U.S. Foreign Corrupt
Practices Act, and antitrust and competition laws and
regulations
that govern our dealings with suppliers,
customers, competitors, and government officials.
(OSHA),
In addition, many foreign jurisdictions in which we do
business have regulations and regulatory bodies that govern
similar aspects of our operations and products, in some cases
to an even more significant degree. We are also subject to
expanding laws and regulations related to environmental
protection, non-financial reporting and diligence, labor and
employment,
taxation, and data privacy and
protection, including the European Union’s General Data
Protection Regulation (GDPR) and similar regulations in
states within the United States and in countries around the
world. For additional information on the potential impacts of
global legal and regulatory requirements on our business, see
“Item 1A. Risk Factors” herein.
trade,
The Company has in place compliance programs and
internal and external experts to help guide our business in
complying with these and other existing laws and regulations
that apply to us around the globe; and we have made, and
plan
to continue making, necessary expenditures for
compliance with these laws and regulations. We also expect
that our many suppliers, consultants, and other third parties
working on our behalf share our commitment to compliance,
and we have policies and procedures in place to manage
these relationships, though they inherently involve a lesser
degree of control over operations and governance. We do not
expect that the Company’s expenditures for compliance with
current
current
environmental regulations, will have a material effect on our
total capital expenditures, earnings, or competitive position
in fiscal year 2022 as compared to prior periods.
government
regulations,
including
Human Capital. Our employees are a key source of
competitive advantage and their actions, guided by our
Purpose, Values and Principles (PVPs), are critical to the
long- term success of our business. As of June 30, 2021, the
Company had approximately 101,000 employees, an
increase of two percent versus the prior year due primarily to
business growth. The total number of employees is an
estimate of total Company employees excluding interns, co-
ops, contractors and employees of joint ventures. As of June
30, 2021, 49% of our employees are in manufacturing roles
and 26% of our employees are located in the United States.
We focus on attracting, developing and retaining skilled,
diverse talent, including recruiting from among the best
universities across the markets in which we compete and are
generally able to select from the top talent. We focus on
developing our employees by providing a variety of job
training programs and skill development
experiences,
opportunities. Our employees’ holistic growth and full
engagement is particularly important, as we primarily have a
develop-from-within model for staffing our senior leadership
positions. We aim to retain our talented employees by
offering competitive compensation and benefits, strong
career development and a respectful and inclusive culture
that provides equal opportunity for all.
As a consumer products company, we believe that it is
important for our workforce to reflect the diversity of our
consumers. We also seek to foster an inclusive work
environment where each individual can bring their whole
self, which helps drive innovation and enables us to better
serve our consumers. We aspire to achieve equal gender
representation globally and at key management and
leadership levels. As of June 30, 2021, 40% of our global
employees are women. In the U.S. workforce, we are
progressing towards our aspiration of 40% multicultural
representation overall as well as at management and
leadership levels. As of June 30, 2021, 26% of our U.S.
employees identify as multicultural.
Our compensation plans are based on the principles of
paying for performance, paying competitively versus peer
companies that we compete with for talent and in the
marketplace, and focusing on long-term success through a
combination of short-term and long-term incentive plans.
We also offer competitive benefit programs, including
retirement plans and health insurance in line with local
country practices with flexibility to accommodate the needs
of a diverse workforce.
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, as well as in our quarterly and
annual reports, current reports on Form 8-K, 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, except to the extent required
by
inherently
Forward-looking statements are
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,
financial
operations,
position
in
read
performance.
future
information should be
financial
This
law.
or
The Procter & Gamble Company 3
conjunction with Management's Discussion and Analysis
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, perhaps materially.
including political
countries or regions,
instability or
upheaval, broad economic instability or sovereign risk
related to a default by or deterioration in the creditworthiness
of local governments, particularly in emerging markets.
Uncertain economic or social 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.
MACROECONOMIC CONDITIONS AND RELATED
FINANCIAL RISKS
Our business is subject to numerous risks as a result of
our having
in
international markets,
foreign currency
fluctuations, currency exchange or pricing controls and
localized volatility.
significant operations and
including
sales
in
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, generate sales 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
annual net sales. Fluctuations in exchange rates for foreign
currencies have and could continue to reduce the U.S. dollar
value of sales, earnings and cash flows we receive from non-
U.S. markets, increase our supply costs (as measured in U.S.
dollars)
impact our
those markets, negatively
competitiveness in those markets or otherwise adversely
impact our business results or financial condition. Further,
we have a significant amount of foreign currency debt and
derivatives as part of our capital markets activities. The
maturity cash outflows of these instruments could be
adversely impacted by significant appreciation of foreign
currency exchange rates (particularly the Euro), which could
adversely impact our overall cash flows.
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 the Consolidated Financial Statements and related Notes.
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, Argentina and Turkey. Our
results of operations, financial condition and cash flows
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 have
been and could continue to be adversely affected (including
by the need to de-consolidate or even exit certain businesses
in particular countries) by political volatility, labor market
disruptions or other crises or vulnerabilities in individual
transactions
social unrest;
Our business could be negatively impacted by reduced
demand for our products related to one or more significant
local, regional or global economic or social disruptions.
These disruptions have included and may in the future
include: a slow-down or recession in the general economy;
reduced market growth rates; tighter credit markets for our
suppliers, vendors or customers; a significant shift in
the
significant
government policies;
deterioration of economic relations between countries or
regions, including potential negative consumer sentiment
toward non-local products or sources; or the inability to
through our financial
conduct day-to-day
intermediaries to pay funds to or collect funds from our
customers, vendors and suppliers. Additionally, these and
other economic conditions may cause our suppliers,
distributors, contractors or other third-party partners to suffer
financial or operational difficulties
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 sales, income
and cash flow, it could affect the Company’s ability to
achieve expected share repurchase and dividend payments.
Disruptions in credit markets or to our banking partners
or changes to our credit ratings may reduce our access to
credit or overall liquidity.
that
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. In addition, we rely
on top-tier banking partners in key markets around the
world, who themselves face economic, societal, political,
and other risks, for access to credit and to facilitate
collection and payment programs. A disruption to one or
more of these top-tier partners could impact our ability to
draw on existing credit facilities or otherwise adversely
affect our cash flows.
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 results. Results of elections, referendums or other
political processes in certain markets in which our products
4 The Procter & Gamble Company
are manufactured, sold or distributed (such as the United
Kingdom's withdrawal from the European Union) could
create uncertainty regarding how existing governmental
policies, laws and regulations may change, including with
respect to sanctions, taxes, tariffs, import and export controls
and the general 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, new or increased tariffs,
trade barriers and market contraction, could adversely affect
the Company’s results of operations and cash flows.
BUSINESS OPERATIONS RISKS
Our business results depend on our ability to manage
disruptions in our global supply chain.
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 labor disputes or controversies, loss or
impairment of key manufacturing sites, discontinuity or
disruptions in our internal information and data systems,
inability to procure sufficient raw or input materials
(including water, recycled materials, and materials that meet
our labor standards), 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, disease outbreaks or other external factors
over which we have no control, have at times interrupted and
could, in the future, interrupt product supply and, if not
effectively managed and remedied, could have an adverse
impact on our business, financial condition, results of
operations or cash flows.
Our businesses face cost fluctuations and pressures that
could affect our business results.
labor,
(including
transportation
Our costs are subject to fluctuations, particularly due to
changes in the prices of commodities (including certain
petroleum-derived materials like resins and paper-based
materials like pulp) and raw and packaging materials and the
trucks and
costs of
containers), energy, pension and healthcare.
Inflation
pressures could also result in increases in these input costs.
Therefore, our business results depend, 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 results of operations or cash flows.
The ability to achieve our business objectives depends 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
the
competitive
experience
pressures
ongoing
in
environments in which we operate, which may result in
challenges in maintaining sales and 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 or social commerce applications,
could negatively impact our results of operations or cash
flows.
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, specialty beauty stores (including
airport duty-free stores), high-frequency stores, pharmacies,
electronics stores and professional channels. Our success
depends on our ability to successfully manage relationships
with our retail trade customers, which includes our ability to
offer trade terms that are mutually acceptable and are aligned
with our pricing and profitability targets.
Continued
concentration among our retail customers could create
significant cost and margin pressure on our business, and our
business performance could suffer if we cannot reach
agreement with a key customer on trade terms and
principles. Our business could also be negatively impacted
if a key customer were to significantly reduce the inventory
level of or shelf space allocated to our products as a result of
increased offerings of other branded manufacturers, 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
foundation of our
The Company's reputation, and the reputation of our brands,
form
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
directly depends 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 of operations
or cash flows could also be negatively impacted if the
Company or 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
changing
consumer perceptions of
misuse,
certain
ingredients, negative perceptions of packaging (such as
plastic and other petroleum- based materials), lack of
recyclability or other environmental impacts, concerns about
actual or alleged labor or equality and inclusion practices,
privacy lapses or data breaches, 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 or social impacts or
similar matters, sentiments toward the Company or our
products could be negatively impacted, and our results of
operations or cash flows 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 ethics and corporate
responsibility, strong communities, equality and inclusion,
and environmental sustainability. If these programs are not
executed as planned or suffer negative publicity, the
Company's reputation and results of operations or cash flows
could be adversely impacted.
We rely on third parties in many aspects of our business,
which creates additional risk.
Due to the scale and scope of our business, we must rely on
relationships with third parties, including our suppliers,
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 results of operations and
cash flows could be adversely impacted. Further, failure of
these third parties to meet their obligations to the Company
or substantial disruptions in the relationships between the
Company and these third parties could adversely impact our
operations and financial results. Additionally, while we
these
have policies and procedures
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.
A significant
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.
for managing
information and operational
We rely extensively on
technology
(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,
The Procter & Gamble Company 5
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
information and personal data,
other stakeholder
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 GDPR or residents of California covered by the
California Consumer Privacy Act (CCPA);
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.
information security
threats,
Numerous and evolving
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. In addition, 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
implementing adequate
difficulties
preventative measures or fully mitigating harms after such an
attack.
in anticipating and
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.
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.
6 The Procter & Gamble Company
A breach of our data security systems or failure of our IT/OT
databases and systems may have a material adverse impact
on our business operations and financial results. 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, including catastrophic events, natural
disasters, power outages, computer and telecommunications
failures, improper data handling, viruses, phishing attempts,
cyber-attacks, malware and ransomware attacks, security
breaches,
incidents or employee error or
malfeasance, and our business continuity plans do not
effectively address these failures on a timely basis, we may
suffer interruptions in our ability to manage operations and
be exposed
reputational, competitive, operational,
financial and business harm as well as litigation and
regulatory action. If our critical IT systems or back-up
systems or those of our third-party vendors are damaged or
cease to function properly, we may have to make a
significant investment to repair or replace them.
security
to
In addition, if a ransomware attack or other cybersecurity
incident occurs, either internally or at our third-party
technology service providers, we could be prevented from
accessing our data or systems, which may cause
interruptions or delays in our business operations, cause us
to incur remediation costs, subject us to demands to pay a
ransom, or damage our reputation. In addition, such events
could result in unauthorized disclosure of confidential
information, and we may suffer financial and reputational
damage because of lost or misappropriated confidential
information belonging to us or to our partners, our
employees, customers, and suppliers. Additionally, we could
be exposed to potential liability, litigation, governmental
inquiries, investigations, or regulatory enforcement actions;
and we could be subject to payment of fines or other
penalties, legal claims by our suppliers, customers or
employees, and significant remediation costs.
Periodically, we also 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
The costs and operational
integrity and loss issues.
consequences of responding
items and
implementing remediation measures could be significant and
could adversely impact our results of operations and cash
flows.
We must successfully manage the demand, supply, and
operational challenges associated with the effects of a
disease outbreak, including epidemics, pandemics, or
similar widespread public health concerns.
the above
to
Our business may be negatively impacted by the fear of
exposure to or actual effects of a disease outbreak, epidemic,
pandemic, or similar widespread public health concern, such
as travel restrictions or recommendations or mandates from
governmental authorities to avoid large gatherings or to self-
quarantine as a result of the novel coronavirus (COVID-19)
pandemic. These impacts include, but are not limited to:
•
•
•
•
Significant reductions in demand or significant volatility
in demand for one or more of our products, which may
be caused by, among other things: the temporary
inability of consumers to purchase our products due to
illness, quarantine or other
travel restrictions, or
financial hardship, shifts in demand away from one or
more of our more discretionary or higher priced
products to lower priced products, or stockpiling or
similar pantry-loading activity. If prolonged, such
impacts can further increase the difficulty of business or
operations planning and may adversely impact our
results of operations and cash flows;
Inability to meet our customers’ needs and achieve cost
targets due to disruptions in our manufacturing and
supply arrangements caused by constrained workforce
capacity or the loss or disruption of other essential
manufacturing and supply elements such as raw
materials or other
finished product components,
transportation, or other manufacturing and distribution
capability;
Failure of third parties on which we rely, including our
suppliers,
distributors,
contract manufacturers,
contractors, commercial banks, joint venture partners
and external business partners, to meet their obligations
to the Company, or significant disruptions in their
ability to do so, which may be caused by their own
financial or operational difficulties and may adversely
impact our operations; or
Significant changes in the political conditions in markets
in which we manufacture, sell or distribute our products,
including quarantines, import/export restrictions, price
controls, or governmental or regulatory actions, closures
or other restrictions that limit or close our operating and
manufacturing facilities, restrict our employees’ ability
to travel or perform necessary business functions, or
otherwise prevent our third-party partners, suppliers, or
customers
staffing operations,
including operations necessary for the production,
distribution, sale, and support of our products, which
could adversely impact our results of operations and
cash flows.
sufficiently
from
Despite our efforts to manage and remedy these impacts to
the Company, their ultimate impact also depends on factors
beyond our knowledge or control, including the duration and
severity of any such outbreak as well as third-party actions
taken to contain its spread and mitigate its public health
effects. In the case of COVID-19, the availability and public
acceptance of effective vaccines has initially varied and may
continue to vary significantly across regions and countries
where we operate, leading to further volatility and disparity
in our results and operations across geographies.
BUSINESS STRATEGY & ORGANIZATIONAL
RISKS
Our ability to meet our growth targets depends on
successful product, marketing and operations innovation
and successful responses to competitive innovation,
evolving digital marketing and selling platforms, 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,
intellectual property
maintain and enforce necessary
protections and to avoid infringing upon the intellectual
property rights of others, and to continue to deliver efficient
and effective marketing across evolving media and mobile
platforms with dynamic privacy requirements. We must also
successfully respond to technological advances made by, and
intellectual property
to, competitors,
customers and vendors. Failure to continually innovate,
improve and respond to competitive moves, platform
evolution, and changing consumer habits could compromise
our competitive position and adversely impact our financial
condition, results of operations or cash flows.
We must successfully manage ongoing acquisition, joint
venture and divestiture activities.
rights granted
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 have
been, and in the future could be, adversely impacted by the
dilutive impacts from the loss of earnings associated with
divested brands or dissolution of joint ventures. Our results
of operations and cash flows have been and, in the future
could also be, impacted by acquisitions or joint venture
activities, if: 1) changes in the cash flows or other market-
based assumptions cause the value of acquired assets to fall
below book value, or 2) we are not able to deliver the
expected cost and growth synergies associated with such
acquisitions and joint ventures, including as a result of
integration and collaboration challenges, which could also
result in an impairment of goodwill and intangible assets.
Our business results depend on our ability to successfully
manage productivity
improvements and ongoing
organizational change, including attracting and retaining
key talent as part of our overall succession planning.
assume
financial projections
certain ongoing
Our
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 results of operations and cash flows.
The Procter & Gamble Company 7
Additionally, successfully executing organizational change,
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 individuals.
identifying, developing and
Our success depends on
retaining key employees to provide uninterrupted leadership
and direction for our business. This includes developing and
retaining organizational capabilities in key growth markets
where the depth of skilled or experienced employees may be
limited and competition for these resources is intense, as
well as continuing the development and execution of robust
leadership succession plans.
LEGAL & REGULATORY RISKS
We must successfully manage compliance with current
and expanding laws and regulations, as well as manage
new and pending legal and regulatory matters in the U.S.
and abroad.
(ESG) matters,
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
liability, product composition or
formulation, packaging content or end-of-life responsibility,
marketing, antitrust and competition, privacy, data
protection, environmental (including increasing focus on the
climate, water, and waste impacts of consumer packaged
goods companies' operations and products), employment,
healthcare, anti-bribery, anti-corruption, trade (including
tariffs, sanctions and export controls), tax, accounting and
financial reporting or other matters. In addition, increasing
governmental and societal attention to environmental, social,
and governance
including expanding
mandatory and voluntary reporting, diligence, and disclosure
on topics such as climate change, waste production, water
usage, human capital, labor, and risk oversight, could expand
the nature, scope, and complexity of matters that we are
required to control, assess, and report. These and other
rapidly changing laws, regulations, policies and related
interpretations, as well as increased enforcement actions by
various governmental and regulatory agencies, 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 results of operations and
cash flows. 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. Additionally, we are
currently, and in the future may be, subject to a number of
inquiries, investigations, claims, proceeding, and requests for
information from governmental agencies or private parties,
the adverse outcomes of which could harm our business.
Failure to successfully manage these new or pending
regulatory and legal matters and resolve such matters
without significant liability or damage to our reputation may
8 The Procter & Gamble Company
materially adversely impact our financial condition, results
of operations and cash flows. Furthermore, if new or
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 laws and 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, in December 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 changes included in the U.S. Tax Act were
broad and complex. Under the current U.S. presidential
administration, comprehensive federal income tax reform
has been proposed, including an increase in the U.S. Federal
corporate income tax rate, elimination of certain investment
incentives, and a more than doubling of U.S. residual
taxation of non-U.S. earnings. While these proposals are
controversial, likely to change during the legislative process,
and may prove difficult to enact as proposed in the current
impact could
closely divided U.S. Congress,
nonetheless be significant.
their
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 project undertaken by the more than 130
member countries of
the expanded OECD Inclusive
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
in market countries and
jurisdictional
establishing a global minimum tax.
taxation rights
While it is too early to assess the overall impact of these
potential changes, as these and other tax laws and related
regulations are revised, enacted, and implemented, our
financial condition, results of operations, and cash flows
could be materially impacted.
Item 2. Properties.
In the U.S., we own and operate 23 manufacturing sites
located in 17 different states. In addition, we own and
operate 82 manufacturing sites in 36 other countries. Many
of the domestic and international sites manufacture products
for multiple businesses. Beauty products are manufactured
at 22 of these locations; Grooming products at 18; Health
Care products at 21; Fabric & Home Care products at 38;
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, China and Dubai. 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.
product
liability,
advertising,
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
In addition, SEC
and employment matters and tax.
regulations require that we disclose certain environmental
proceedings arising under Federal, State, or local law when a
governmental authority is a party and such proceeding
involves potential monetary sanctions that the Company
reasonably believes will exceed a certain threshold ($1
million or more). There are no relevant matters to disclose
under this Item for this period. See Note 13 to our
Consolidated Financial Statements for information on certain
legal proceedings for which there are contingencies.
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.
Furthermore, we are subject to regular review and audit by
both foreign and domestic tax authorities. While we believe
our tax positions will be sustained, the final outcome of tax
audits and related litigation, including maintaining our
intended tax treatment of divestiture transactions such as the
fiscal 2017 Beauty Brands transaction with Coty, may differ
materially
in our
Consolidated Financial Statements, which could adversely
impact our results of operations and cash flows.
Item 1B. Unresolved Staff Comments.
None.
tax amounts
recorded
from
the
The Procter & Gamble Company 9
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names, ages and positions held by the Executive Officers of the Company on August 6, 2021, are:
Name
Position
Age
First Elected to
Officer Position
David S. Taylor
Chairman of the Board, President and Chief Executive
Officer
Jon R. Moeller
Vice Chairman and Chief Operating Officer; Director
Andre Schulten
Chief Financial Officer
Gary A. Coombe
Chief Executive Officer - Grooming
Mary Lynn Ferguson-McHugh
Chief Executive Officer - Family Care and New Business
Ma. Fatima D. Francisco
Chief Executive Officer - Baby and Feminine Care
Shailesh Jejurikar
Chief Executive Officer - Fabric and Home Care
R. Alexandra Keith
Chief Executive Officer - Beauty
Carolyn M. Tastad
Chief Executive Officer - Health Care
M. Tracey Grabowski
Chief Human Resources Officer
Victor Aguilar
Chief Research, Development and Innovation Officer
Deborah P. Majoras
Chief Legal Officer and Secretary
S
Marc S. Pritchard
Chief Brand Officer
63
57
50
57
61
53
54
53
60
53
54
57
61
2013
2009 (1)
2021 (2)
2014 (3)
2016
2018 (4)
2018 (5)
2017 (6)
2014 (7)
2018 (8)
2020 (9)
2010
2008
All the Executive Officers named above have been employed by the Company for more than the past five years.
(1) Mr. Moeller previously served as Vice Chairman, Chief Operating Officer and Chief Financial Officer (2019-2021), Vice Chairman and Chief Financial
Officer (2017 - 2019) and as Chief Financial Officer (2009 - 2017). He was appointed a Director of the Company in July 2021.
(2) Mr. Schulten previously served as Senior Vice President - Baby Care, North America (2018-2021) and Senior Vice President - Finance & Accounting,
Global Baby, Feminine and Family Care (2014-2018).
(3) Mr. Coombe previously served as President - Europe Selling & Market Operations (November 2014 - February 2018).
(4) Ms. Francisco previously served as President - Global Feminine Care (November 2015 - August 2018).
(5) Mr. Jejurikar previously served as President - Global Fabric Care and Brand-Building Officer Global Fabric & Home Care (November 2015 - July 2018).
(6) Ms. Keith previously served as President - Global Skin & Personal Care (November 2014 - June 2017).
(7) Ms. Tastad previously served as Group President - North America and Chief Sales Officer (June 2019 - July 2021) and Group President - North America
Selling & Market Operations (January 2015 - May 2019).
(8) Ms. Grabowski previously served as Senior Vice President - Human Resources, North America Selling and Market Operations (April 2015 - July 2018).
(9) Mr. Aguilar previously served as Senior Vice President - Research & Development, Corporate Function Research & Development (January 2020 -
September 2020), Senior Vice President - Research & Development, Corporate Function Research & Development and Global Fabric Care (April 2019 -
January 2020), and Senior Vice President–Research & Development, Global Fabric Care; and Sector Leader, Research & Development Global Fabric and
Home Care (November 2014 - April 2019).
10 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
4/1/2021 - 4/30/2021
5/1/2021 - 5/31/2021
6/1/2021 - 6/30/2021
Total
Total Number of
Shares Purchased (1)
Average Price Paid
per Share (2)
5,908,114
8,038,515
8,184,384
22,131,013
$135.41
136.84
134.40
$135.56
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (3)
5,908,114
8,038,515
8,184,384
22,131,013
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under Our Share
Repurchase Program
(3)
(3)
(3)
(3)
(1) All transactions are reported on a trade date basis and 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 for open market transactions excludes commission.
(3) On April 20, 2021, the Company stated that in fiscal year 2021 the Company expected to reduce outstanding shares through direct share
repurchases at a value of approximately $11 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 $11 billion. The share repurchase plan ended on June 30, 2021.
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 131 consecutive years since its incorporation in 1890 and has increased its dividend for 65
consecutive years since 1956. Over the past ten years, the dividend has increased at an annual compound average rate of 5%.
Nevertheless, as in the past, further dividends will be considered after reviewing dividend yields, profitability and cash flow
expectations and financing needs and will be declared at the discretion of the Company's Board of Directors.
The Procter & Gamble Company 11
(in dollars; split-adjusted)
1956
1961
1971
1981
1991
2001
2011
2021
Dividends per share
$
0.01
$
0.02
$
0.04
$
0.12
$
0.24
$
0.70
$
1.97
$
3.24
Common Stock Information
P&G trades on the New York Stock Exchange under the stock symbol PG. As of June 30, 2021, there were approximately 4
million common stock shareowners, including shareowners of record, participants in P&G stock ownership plans and beneficial
owners with accounts at banks and brokerage firms.
Shareholder Return
The following graph compares the cumulative total return of P&G’s common stock for the five-year period ended June 30,
2021, 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, 2016, and that all
dividends were reinvested.
Company Name/Index
P&G
S&P 500 Stock Index
S&P 500 Consumer Staples Index
Item 6. Intentionally Omitted.
Cumulative Value of $100 Investment, through June 30
2016
2017
2018
2019
2020
2021
$
100 $
106 $
98 $
143 $
160 $
100
100
118
103
135
99
149
115
160
119
184
225
147
12 The Procter & Gamble Company
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Management's Discussion and Analysis
Forward-Looking Statements
Certain statements in this report, other than purely historical
information, including estimates, projections, statements
relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those
statements are based, are “forward-looking statements”
within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements may appear throughout
this report, including without limitation, the following
sections: “Management's Discussion and Analysis,” “Risk
Factors” and "Notes 4, 8 and 13 to the Consolidated
Financial Statements." These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and
similar expressions. Forward-looking statements are based
on current expectations and assumptions, which are subject
to risks and uncertainties that may cause results to differ
materially from those expressed or implied in the forward-
looking statements. We undertake no obligation to update or
revise publicly any forward-looking statements, whether
because of new information, future events or otherwise,
except to the extent required by law.
Risks and uncertainties to which our forward-looking
statements are subject include, without limitation: (1) the
ability
to successfully manage global financial risks,
including foreign currency fluctuations, currency exchange
or pricing controls and localized volatility; (2) the ability to
successfully manage local, regional or global economic
volatility, including reduced market growth rates, and to
generate sufficient income and cash flow to allow the
Company to effect the expected share repurchases and
dividend payments; (3) the ability to manage disruptions in
credit markets or to our banking partners or changes to our
credit rating; (4) the ability to maintain key manufacturing
and supply arrangements (including execution of supply
chain optimizations and sole supplier and sole manufacturing
plant arrangements) and to manage disruption of business
due to various factors, including ones outside of our control,
such as natural disasters, acts of war or terrorism, or disease
outbreaks; (5) the ability to successfully manage cost
fluctuations and pressures, including prices of commodities
and raw materials, and costs of labor, transportation, energy,
pension and healthcare; (6) the ability to stay on the leading
edge of innovation, obtain necessary intellectual property
protections and successfully respond to changing consumer
habits, evolving digital marketing and selling platform
requirements, and technological advances attained by, and
patents granted to, competitors; (7) the ability to compete
with our local and global competitors in new and existing
sales channels, including by successfully responding to
competitive factors such as prices, promotional incentives
and trade terms for products; (8) the ability to manage and
the
financial,
to successfully manage
maintain key customer relationships; (9) the ability to protect
our reputation and brand equity by successfully managing
real or perceived issues, including concerns about safety,
quality, ingredients, efficacy, packaging content, supply
chain practices, or similar matters that may arise; (10) the
ability
legal,
reputational and operational risk associated with third-party
relationships, such as our suppliers, contract manufacturers,
distributors, contractors and external business partners; (11)
the ability to rely on and maintain key company and third
party information and operational technology systems,
networks and services, and maintain the security and
functionality of such systems, networks and services and the
data contained therein; (12) the ability to successfully
manage uncertainties related to changing political conditions
and potential implications such as exchange rate fluctuations
and market contraction; (13) the ability to successfully
manage current and expanding regulatory and
legal
requirements and matters (including, without limitation,
those laws and regulations involving product liability,
product and packaging composition, intellectual property,
labor and employment, antitrust, privacy and data protection,
tax, environmental, due diligence, risk oversight, and
accounting and financial reporting) and to resolve new and
pending matters within current estimates; (14) the ability to
manage changes in applicable tax laws and regulations
treatment of
including maintaining our
divestiture transactions; (15) the ability to successfully
manage our ongoing acquisition, divestiture and joint
venture activities, in each case to achieve the Company’s
overall business strategy and financial objectives, without
impacting the delivery of base business objectives; (16) the
ability to successfully achieve productivity improvements
and cost savings and manage ongoing organizational
changes, while successfully identifying, developing and
retaining key employees, including in key growth markets
where the availability of skilled or experienced employees
may be limited; and (17) the ability to successfully manage
the demand, supply, and operational challenges associated
with a disease outbreak, including epidemics, pandemics, or
similar widespread public health concerns (including the
COVID-19 outbreak). A detailed discussion of risks and
uncertainties that could cause actual results and events to
differ materially from those projected herein, is included in
the section titled "Economic Conditions and Uncertainties"
and the section titled "Risk Factors" (Part I, Item 1A) of this
Form 10-K.
intended
tax
The purpose of Management's Discussion and Analysis
(MD&A) is to provide an understanding of Procter &
Gamble's financial condition, results of operations and cash
flows by focusing on changes in certain key measures from
year to year. The MD&A is provided as a supplement to,
and should be read in conjunction with, our Consolidated
Financial Statements and accompanying Notes. The MD&A
is organized in the following sections:
•
•
Overview
Summary of 2021 Results
•
•
•
•
•
•
Economic Conditions and Uncertainties
Results of Operations
Segment Results
Cash Flow, Financial Condition and Liquidity
Significant Accounting Policies and Estimates
Other Information
Throughout the MD&A we refer to measures used by
management to evaluate performance, including unit volume
growth, net sales, net earnings, diluted net earnings per share
and operating cash flow. 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), consisting of 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 and foreign exchange from year-over-year
comparisons. Core EPS is diluted net earnings per share
from continuing operations excluding certain items that are
not judged to be part of the Company's sustainable results or
trends. Adjusted free cash flow is operating cash flow less
capital spending, transitional tax payments related to the
U.S. Tax Act and tax payments related to the Merck OTC
consumer healthcare acquisition. 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
OVERVIEW
The Procter & Gamble Company 13
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, as well as
reconciliations to the most directly comparable U.S. GAAP
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 of our products in dollar terms on a
constant currency basis, relative to all product sales in the
category. The Company measures quarter and 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 as compared to the end of the
reporting period. Management also uses unit volume growth
to evaluate and explain drivers of changes in net sales.
Organic volume growth reflects year-over-year changes in
unit volume excluding the impacts of acquisitions and
divestitures and certain one-time items, if applicable, and is
used to explain changes in organic sales.
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, drug
stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency
stores, pharmacies, electronics stores and professional channels. We also sell direct to consumers. We have on-the-ground
operations in approximately 70 countries.
Our market environment is highly competitive with global, regional and local competitors. In many of the markets and industry
segments in which we sell our products, we compete against other branded products, as well as retailers' private-label brands.
Additionally, many of the product segments in which we compete are differentiated by price tiers (referred to as super-
premium, premium, mid-tier and value-tier products). We believe we are well positioned in the industry segments and markets
in which we operate, often holding a leadership or significant market share position.
14 The Procter & Gamble Company
Organizational Structure
Our organizational structure is comprised of Sector Business Units (SBUs), Enterprise Markets (EMs), Corporate Functions
(CF) and Global Business Services (GBS).
Sector Business Units
The Company's ten product categories are organized into six SBUs. The SBUs are responsible for global brand strategy, new
product upgrades and innovation, marketing plans and supply chain. They have direct profit responsibility for markets
representing the large majority of the Company's sales and earnings (referred to as Focus Markets) and are responsible for
innovation plans, supply plans and operating frameworks to drive growth and value creation in the remaining markets (referred
to as Enterprise Markets). Effective September 2021, the Company will be organized into five SBUs as Baby and Feminine
Care will combine with Family Care into one SBU to leverage organizational and business synergies. Under U.S. GAAP, the
categories underlying the SBUs are, and will continue to be, aggregated into five reportable segments: Beauty; Grooming;
Health Care; Fabric & Home Care; and Baby, Feminine & Family Care. Throughout the MD&A, we reference business results
by region, which are comprised of North America, Europe, Greater China, Latin America, Asia Pacific and India, Middle East
and Africa (IMEA). The following provides additional detail on our reportable segments and the ten product categories and
brand composition within each segment.
Reportable Segments
% of
Net Sales (1)
% of Net
Earnings (1)
Beauty
19%
22%
Grooming
9%
10%
Health Care
13%
12%
Fabric & Home
Care
34%
31%
Product Categories (Sub-Categories)
Hair Care (Conditioner, Shampoo, Styling Aids,
Treatments)
Skin and Personal Care (Antiperspirant and
Deodorant, Personal Cleansing, Skin Care)
Grooming (2) (Shave Care - Female Blades & Razors,
Male Blades & Razors, Pre- and Post-Shave
Products, Other Shave Care; Appliances)
Oral Care (Toothbrushes, Toothpaste, Other Oral
Care)
Personal Health Care (Gastrointestinal, Rapid
Diagnostics, Respiratory,
Vitamins/Minerals/Supplements, 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)
Baby Care (Baby Wipes, Taped Diapers and Pants)
Baby, Feminine
& Family Care
25%
25%
Feminine Care (Adult Incontinence, Feminine Care)
Family Care (Paper Towels, Tissues, Toilet Paper)
Major Brands
Head & Shoulders, Herbal
Essences, Pantene, Rejoice
Olay, Old Spice, Safeguard,
Secret, SK-II
Braun, Gillette, Venus
Crest, Oral-B
Metamucil, Neurobion,
Pepto-Bismol, Vicks
Ariel, Downy, Gain, Tide
Cascade, Dawn, Fairy,
Febreze, Mr. Clean, Swiffer
Luvs, Pampers
Always, Always Discreet,
Tampax
Bounty, Charmin, Puffs
(1) Percent of Net sales and Net earnings for the year ended June 30, 2021 (excluding results held in Corporate).
(2) The Grooming product category is comprised of the Shave Care and Appliances operating segments.
Recent Developments:
During fiscal 2019, the Company completed the acquisition
of the over-the-counter (OTC) healthcare business of Merck
KGaA (Merck OTC) for approximately $3.7 billion. This
business primarily sells OTC consumer healthcare products,
mainly in markets in Europe, Latin America and Asia and is
included within our personal health care category.
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
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.
companies
reestablish
to
Organization Design:
Sector Business Units
Beauty: We are a global market leader amongst the beauty
categories in which we compete, including hair care and skin
and personal care. 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.
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 approximately 6%
global market share.
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 our Gillette and Venus brands.
Our appliances, such as electric shavers and epilators, are
sold primarily under the Braun brand in a number of markets
around the world where we compete against both global and
regional competitors. We hold over 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 Crest and
Oral-B 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 and Pepto Bismol brands). As
discussed earlier, in fiscal 2019, we dissolved the PGT
Healthcare partnership with Teva, and reestablished an
independent OTC business. 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 nearly 25% across the categories in which
we compete, primarily behind our Cascade, Dawn, Febreze
and Swiffer brands.
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 20% 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 of over $7 billion. We are the global market
leader in the feminine care category with 25% global market
share, primarily behind our Always and Tampax brands. We
also compete in the adult incontinence category in certain
markets behind Always Discreet, with nearly 10% market
share in the key markets in which we compete. Our family
care business is predominantly a North American business
comprised primarily of the Bounty paper towel and Charmin
toilet paper brands. North America market shares are over
40% for Bounty and approximately 25% for Charmin.
Enterprise Markets
Enterprise Markets are responsible for sales and profit
delivery in specific countries, supported by SBU-agreed
innovation and supply chain plans, along with scaled
services
customer
management.
Corporate Functions
distribution
planning,
like
and
Corporate Functions provides company-level strategy and
tax,
portfolio analysis, corporate accounting,
treasury,
The Procter & Gamble Company 15
external relations, governance, human resources and legal
services.
Global Business Services
Global Business Services provides technology, processes
and standard data tools to enable the SBUs, the EMs and CF
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- and
bottom-line growth and strong cash generation.
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. Our portfolio of businesses consists of ten
product categories where P&G has leading market positions,
product
strong
technologies.
consumer-meaningful
brands
and
Within these categories, 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 product improvements, improved marketing and
merchandising programs and game-changing inventions that
create new brands and categories.
Productivity improvement is critical to delivering our
balanced top- and bottom-line growth, cash generation and
value creation objectives. Productivity improvement and
sales growth reinforce and fuel each other. Our objective is
to drive productivity improvement across all elements of
cost,
including cost of goods sold, marketing and
promotional spending and overhead costs. We plan to use
productivity improvements and cost savings to help offset
cost increases (including commodity and foreign exchange
impacts), reinvest in product and packaging improvements,
trial-building
brand awareness-building advertising and
sampling programs, increased sales coverage and R&D
programs as well as to improve operating margins.
We are constructively disrupting our industry and the way
we do business, including how we innovate, communicate
and leverage new technologies, to create more value.
We
and
organizational culture through enhanced clarity of roles and
effectiveness
operational
improving
are
16 The Procter & Gamble Company
responsibilities, accountability and incentive compensation
programs.
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, fast-moving
consumer goods peer group:
•
Organic sales growth above market growth rates in the
categories and geographies in which we compete;
SUMMARY OF 2021 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
•
•
Core earnings per share (EPS) growth of mid-to-high
single digits; and
Adjusted free cash flow productivity of 90% or greater.
In periods with significant macroeconomic pressures, such
as the current COVID-19 pandemic, 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.
2021
2020
Change vs. Prior
Year
$
76,118 $
17,986
14,352
14,306
5.50
5.66
70,950
15,706
13,103
13,027
4.96
5.12
18,371
17,403
7 %
15 %
10 %
10 %
11 %
11 %
6 %
•
•
•
Net sales increased 7% to $76.1 billion on a 3%
increase in unit volume. Favorable foreign exchange
had a positive 1% impact on net sales. Net sales
growth was driven by double digit increases in Health
Care and in Fabric & Home Care, a high single digit
increase in Beauty, a mid-single digit increase in
Grooming and a low single digit increase in Baby,
Feminine & Family Care. Organic sales, which
exclude the impacts of acquisitions and divestitures
and foreign exchange, increased 6% on a 3% increase
in organic volume. Organic sales increased high single
digits in Health Care and in Fabric & Home Care,
increased mid-single digits in Beauty and in Grooming
and increased low single digits in Baby, Feminine &
Family Care.
Operating income increased $2.3 billion, or 15%
versus year ago to $18.0 billion, driven by the net sales
increase and an increase in operating margin.
Net earnings increased $1.2 billion or 10% versus year
ago to $14.4 billion, due to the increase in operating
income, partially offset by current year charges of
$427 million after tax for the early extinguishment of
debt and an increase in the current year effective tax
•
•
•
rate. Foreign exchange impacts negatively affected net
earnings by approximately $108 million.
Net earnings attributable to Procter & Gamble were
$14.3 billion, an increase of $1.3 billion or 10% versus
the prior year primarily due to the increase in net
earnings.
Diluted net earnings per share (EPS) increased 11% to
$5.50 due to the increase in net earnings and a
reduction in shares outstanding.
◦ Core EPS, which represents net earnings per share
excluding charges for the early extinguishment of
incremental
debt
restructuring charges in the base period, increased
11% to $5.66.
the current period and
in
Cash flow from operating activities was $18.4 billion.
◦ Adjusted free cash flow, which is operating cash
flow less capital expenditures and certain other
impacts, was $15.8 billion.
◦ Adjusted free cash flow productivity, which is the
ratio of adjusted free cash flow to net earnings,
excluding
debt
charges
extinguishment, was 107%.
early
the
for
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, except as required by law.
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 macroeconomic factors, U.S. and
foreign government policies and
foreign exchange
fluctuations. Current global economic conditions continue to
be highly volatile due to the COVID-19 pandemic, resulting
in market size contractions in certain countries due to
economic slowdowns and government restrictions on
movement. Other macroeconomic factors also remain
dynamic, and any causes of market size contraction, such as
greater political unrest or instability in the Middle East,
Central & Eastern Europe, certain Latin American markets
and the Hong Kong market in Greater China, could reduce
our sales or erode our operating margin, in either case
reducing our net earnings and cash flows.
to changes
Changes in Costs. Our costs are subject to fluctuations,
in commodity prices,
particularly due
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. Disruptions in our manufacturing, supply and
distribution operations, including freight container and truck
availabilities, due to the COVID-19 pandemic may also
impact our costs. If we are unable to manage these impacts
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, net earnings and cash flows. Net sales
could also be adversely impacted following pricing actions if
there is a negative impact on the 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. If we are not successful in executing and
sustaining these changes, there could be a negative impact on
our gross margin, operating margin, net earnings and cash
flows.
The Procter & Gamble Company 17
Foreign Exchange. We have both
translation and
transaction exposure to the fluctuation of exchange rates.
Translation exposures relate to exchange rate impacts of
measuring income statements of foreign subsidiaries that do
not use the U.S. dollar as their functional currency.
Transaction exposures relate to 1) the impact from input
costs that are denominated in a currency other than the local
reporting currency and 2) the revaluation of transaction-
related working capital balances denominated in currencies
other than the functional currency. In the past three fiscal
years, a number of foreign currencies have weakened versus
the U.S. dollar, leading to lower earnings from these foreign
exchange impacts. In the current fiscal year, foreign
exchange impacts have benefited net sales while negatively
impacting earnings due to the mix of currencies in which
input costs are denominated. Certain countries currently
experiencing significant exchange rate fluctuations include
Argentina, Brazil, Russia, Turkey as well as the European
Union. These fluctuations have significantly impacted our
historical net sales, costs and net earnings and could do so in
to certain
the future. Increased pricing
fluctuations in foreign currency exchange rates may offset
portions of the currency impacts but could also have a
negative impact on the consumption of our products, which
would affect our net sales, gross margin, operating margin,
net earnings and cash flows.
in response
Government Policies. Our net earnings and cash flows could
be affected by changes in U.S. or foreign government
legislative, regulatory or enforcement policies. For example,
any future legislative or regulatory changes in U.S. or non-
U.S. tax policy, or any significant change in global tax
policy adopted under the current work being led by the
OECD for the G20 focused on "Addressing the Challenges
of the Digitalization of the Economy." The breadth of the
OECD project extends beyond pure digital businesses and is
likely to impact all multinational businesses by redefining
jurisdictional taxation rights. Our net sales, gross margin,
operating margin, net earnings and cash flows may also be
impacted by changes in U.S. and foreign government
policies related to environmental and climate change matters.
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, Argentina and
Turkey. Further, our net sales, gross margin, operating
margin, net earnings and cash flows could be affected by
changes to international trade agreements in North America
and elsewhere, including any changes related to the United
Kingdom's exit from the European Union. Changes in
government policies in these areas might cause an increase
or decrease in our net sales, gross margin, operating margin,
net earnings and cash flows.
COVID-19 Pandemic Disclosures. Our net sales, net
earnings and cash flows may be impacted by the U.S. and
foreign government policies to manage the COVID-19
pandemic, such as movement restrictions or site closures.
The Company’s priorities during the COVID-19 pandemic
continue to be protecting the health and safety of our
18 The Procter & Gamble Company
employees; maximizing the availability of products that help
consumers with their health, hygiene and cleaning needs;
and using our employees’ talents and our resources to help
society meet and overcome the current challenges. Because
the Company sells products that are essential to the daily
lives of consumers, the COVID-19 pandemic has not had a
materially negative impact to our consolidated net sales as
positive and negative impacts during fiscal 2021 have
largely offset each other. We have experienced a significant
increase in demand and consumption of certain of our
product categories (fabric, home cleaning and hygiene
products) primarily in North America, caused in part by
changing consumer habits, pantry stocking and retailer
inventory replenishment, due to the COVID-19 pandemic,
contributing to increases in net sales. At the same time, net
sales have been negatively impacted due to the economic
slowdown and restricted consumer movements in certain
markets in Asia Pacific and Europe, in certain channels, such
as professional and in certain categories, such as shave care.
In the future, the pandemic may cause reduced demand for
our products if it results in a recessionary global economic
environment. Demand in certain countries in Latin America,
Asia Pacific, and IMEA may be particularly susceptible to
recession. It could also lead to volatility in consumer access
to our products due to government actions impacting our
ability
impacting
consumers’ movements and access to our products. The
resumption of normal economic activity as we emerge from
the pandemic in certain markets, including North America,
could also result in reduced demand due to consumption
decreases and consumer pantry destocking (particularly, in
home cleaning and hygiene products). We believe that over
the long term, there will continue to be strong demand for
categories in which we operate, particularly our products that
deliver essential health, hygiene and cleaning benefits.
However, the timing and extent of demand recovery in
certain markets in Asia Pacific, IMEA and Latin America,
the resumption of international travel, the timing and impact
of potential consumer pantry destocking and product demand
volatility caused by future economic trends are unclear.
Accordingly, there may be heightened volatility in net sales,
net earnings and cash flows during and subsequent to the
duration of the pandemic. Our retail customers are also
being impacted by the pandemic. Their success in addressing
the issues and maintaining their operations could impact
consumer access to and, as a result, sales of our products.
to produce and ship products or
Our ability to continue to operate without any significant
negative impacts will in part depend on our ability to protect
our employees and our supply chain. The Company has
endeavored to follow actions recommended by governments
and health authorities, including on vaccine administration,
to protect our employees worldwide, with particular
measures in place for those working in our plants and
distribution facilities. We have also worked closely with
local and national officials to keep our manufacturing
facilities open due to the essential nature of the majority of
our products. While we have been able to broadly maintain
our operations, we experienced some disruption in our
supply chain in certain markets in Asia Pacific and IMEA in
the first months of the pandemic due primarily to the
restriction of employee movements, as well as increased
transportation and manufacturing costs. We intend to
continue to work with government authorities and implement
our employee safety measures to ensure that we continue
manufacturing and distributing our products during the
the
pandemic. However, uncertainty
pandemic could result in an unforeseen disruption to our
supply chain (for example, a closure of a key manufacturing
or distribution facility or the inability of a key material or
transportation supplier to source and transport materials) that
could impact our operations.
resulting
from
Because the pandemic has not had a material negative
impact on our operations, on the demand for our products or
the resulting net sales and net earnings, it has also not
negatively impacted the Company’s liquidity position. We
continue to generate operating cash flows to meet our short-
term liquidity needs, and we continue to maintain access to
the capital markets enabled by our strong short- and long-
term credit ratings. We have also not observed any material
impairments of our assets or a significant change in the fair
value of assets due to the COVID-19 pandemic.
For additional information on risk factors that could impact
our results, please refer to “Risk Factors” in Part I, Item 1A
of this Form 10-K.
RESULTS OF OPERATIONS
in
included
the discussion of our
The key metrics
consolidated results of operations include net sales, gross
margin, selling, general and administrative costs (SG&A),
operating margin, other non-operating items, income taxes
and net earnings. The primary factors driving year-over-year
changes in net sales include overall market growth in the
categories
initiatives,
in which we compete, product
competitive activities (the level of initiatives, pricing and
other activities by competitors), marketing spending, retail
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 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 North
America are generally higher than the Company average for
similar products), product mix (for example, the Beauty
segment has higher gross margins than the Company
average), foreign exchange rate fluctuations (in situations
where certain input costs may be tied to a different
functional currency than the underlying sales), the impacts of
manufacturing savings projects and reinvestments (for
example, product or package improvements) and to a lesser
extent scale impacts (for costs 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. The
main drivers of changes in SG&A as a percentage of net
sales are overhead and marketing cost savings, reinvestments
(for example,
inflation, foreign
increased advertising),
exchange fluctuations and scale impacts.
For a detailed discussion of the fiscal 2020 year-over-year
changes, please refer to the MD&A in Part II, Item 7 of the
Company's Form 10-K/A for the fiscal year ended June 30,
2020.
Net Sales
Net sales increased 7% to $76.1 billion in fiscal 2021 on a
3% increase in unit volume versus the prior year. Favorable
foreign exchange increased net sales by 1%. Favorable
pricing had a 1% positive impact on net sales. Mix had a
the
positive 2%
sales driven by
impact on net
Operating Costs
Comparisons as a percentage of net sales; Years ended June 30
Gross margin
Selling, general and administrative expense
Operating margin
Earnings before income taxes
Net earnings
Net earnings attributable to Procter & Gamble
Gross margin increased 90 basis points to 51.2% of net sales
in fiscal 2021. Gross margin benefited from:
•
•
•
120 basis points from total manufacturing cost
savings, net of freight cost increases (100 basis
points after
including product and packaging
reinvestments),
70 basis points of help from lower restructuring
costs versus the base period, and
60 basis points of positive pricing impacts.
to
(due
from unfavorable product mix
These benefits were offset by an 80 basis-point negative
the
impact
disproportionate growth of the Home Care and Appliances
categories which have lower than company-average gross
margin and mix within segments due to the growth of lower
margin product forms and larger sizes in certain categories),
a 40 basis-point negative impact from unfavorable foreign
exchange rates and a 20 basis-point negative impact from
higher commodity costs.
The Procter & Gamble Company 19
disproportionate growth of the North America region, the
Health Care segment and the Home Care and Appliances
categories, all of which have higher than company-average
selling prices. Excluding the net impacts of foreign exchange
and acquisitions and divestitures, organic sales grew 6% on a
3% increase in organic volume. Net sales increased double
digits in Health Care and Fabric & Home Care, increased
high single digits in Beauty, increased mid-single digits in
Grooming and increased low single digits in Baby, Feminine
& Family Care. Organic sales grew high single digits in
Health Care and Fabric & Home Care.
On a regional basis, volume increased high single digits in
Greater China, increased mid-single digits in North America
and IMEA and increased low single digits in Latin America
due to innovation, market growth and increased demand,
particularly in household cleaning and personal hygiene
products. This was partially driven by
increased
consumption and retailer inventory restocking due to the
COVID-19 pandemic. Volume in Europe was unchanged
and decreased low single digits in Asia Pacific due to
pandemic-related market contraction. Excluding the impact
of a minor brand divestiture, organic volume in Europe
increased low single digits.
2021
2020
Basis Point
Change
51.2 %
27.6 %
23.6 %
23.1 %
18.9 %
18.8 %
50.3 %
28.2 %
22.1 %
22.3 %
18.5 %
18.4 %
90
(60)
150
80
40
40
Total SG&A increased 5% to $21.0 billion, primarily due to
an increase in marketing spending and, to a lesser extent, an
increase in overhead costs. SG&A as a percentage of net
sales decreased 60 basis points to 27.6% due to a decrease in
overhead costs and other operating expenses as a percentage
of net sales.
•
• Marketing spending as a percentage of net sales was
unchanged, as investments in media and other marketing
spending were offset by the positive scale impacts of the
net sales increase and savings in agency compensation
and production costs.
Overhead costs as a percentage of net sales decreased 40
basis points due to the positive scale impacts of the net
sales increase and productivity savings, partially offset
by inflation and other cost increases.
Other net operating expenses as a percentage of net sales
decreased 20 basis points primarily due to a reduction in
foreign exchange transactional charges.
•
20 The Procter & Gamble Company
Productivity-driven cost savings delivered 110 basis points
of benefit to SG&A as a percentage of net sales.
Operating margin increased 150 basis points to 23.6% for
fiscal 2021 due to both the increase in gross margin and the
decrease in SG&A as a percentage of net sales as discussed
above.
Non-Operating Items
•
•
•
Interest expense was $502 million in fiscal 2021, an
increase of $37 million versus the prior year due to
higher average interest rates for the fiscal year driven by
a higher proportion of fixed rate debt.
Interest income was $45 million in fiscal 2021, a
reduction of $110 million versus the prior year due to
lower U.S. interest rates.
Other non-operating income, which consists primarily
of divestiture gains and other non-operating items
decreased $352 million to $86 million, primarily due to
current period charges of $512 million ($427 million
after tax) for the early debt extinguishment. Excluding
the debt extinguishment charges, other non-operating
income increased $160 million primarily due to an
unrealized gain on an equity investment that became
publicly traded in fiscal 2021 and an increase in net non-
operating benefits on defined benefit retirement plans
driven by annual updates to actuarial assumptions.
Income Taxes
Income taxes increased to $3.3 billion due to increased
earnings and an increase in the effective tax rate. The
effective tax rate increased 130 basis points to 18.5% in
2021 due to:
•
•
a 135 basis-point increase related to the prior year tax
benefit arising from transactions to simplify our legal
entity structure, and
a 15 basis-point increase from unfavorable impacts from
the geographic mix of current year earnings.
These increases are partially offset by:
•
a 20 basis-point decrease from discrete impacts related
to uncertain tax positions (5 basis-point favorable
impact in the current year versus a 15 basis-point
unfavorable impact in the prior year period).
Net Earnings
Operating income increased 15%, or $2.3 billion, to $18.0
billion due to the net sales increase and the increase in
operating margin, both of which are discussed above.
Earnings before income taxes increased 11%, or $1.8 billion,
to $17.6 billion, as the increase in operating income was
partially offset by the current period charges of $512 million
for the early extinguishment of debt. Net earnings increased
10%, or $1.2 billion, to $14.4 billion due to the increase in
earnings before income taxes, partially offset by the increase
in the effective income tax rate discussed above. Foreign
exchange impacts reduced net earnings by approximately
$108 million in fiscal 2021 due to a weakening of certain
currencies against the U.S. dollar. This impact includes both
from
transactional charges and
converting earnings from foreign subsidiaries to U.S. dollars.
translational
impacts
Net earnings attributable to Procter & Gamble increased $1.3
billion, or 10%, to $14.3 billion.
Diluted net EPS increased $0.54, or 11%, to $5.50 due
primarily to the increase in net earnings and, to a lesser
extent, a reduction in shares outstanding.
Core EPS increased 11% to $5.66. Core EPS represents
diluted net EPS from continuing operations excluding the
current year charge for the early debt extinguishment and
incremental restructuring charges in the base year related to
our productivity and cost savings plans. The increase was
primarily driven by the increase in net sales and the increase
in operating margin, both of which are discussed above.
The Procter & Gamble Company 21
SEGMENT RESULTS
Segment results reflect information on the same basis we use for internal management reporting and performance evaluation.
The results of these reportable segments do not include certain non-business unit specific costs which are reported in our
Corporate segment and are included as part of our Corporate segment discussion. Additionally, we apply blended statutory tax
rates in the segments. Eliminations to adjust segment results to arrive at our consolidated effective tax rate are included in
Corporate. See Note 2 to the Consolidated Financial Statements for additional information on items included in the Corporate
segment.
Beauty
Grooming
Health Care
Fabric & Home Care
Baby, Feminine & Family Care
Net Sales Change Drivers 2021 vs. 2020 (1)
Volume with
Acquisitions &
Divestitures
Volume
Excluding
Acquisitions &
Divestitures
Foreign
Exchange
Price
Mix
Other (2)
Net Sales
Growth
3 %
3 %
6 %
5 %
— %
3 %
3 %
6 %
5 %
— %
2 %
— %
1 %
1 %
1 %
2 %
2 %
1 %
1 %
1 %
1 %
1 %
2 %
3 %
1 %
— %
— %
— %
— %
— %
8 %
6 %
10 %
10 %
3 %
3 %
TOTAL COMPANY
(1) Net sales percentage changes are approximations based on quantitative formulas that are consistently applied.
(2) Other includes the sales mix impact from acquisitions and divestitures and rounding impacts necessary to reconcile volume to net sales.
— %
2 %
1 %
1 %
3 %
7 %
BEAUTY
($ millions)
Volume
Net sales
Net earnings
2021
N/A
2020
N/A
$14,417
$13,359
$3,210
$2,737
Change vs.
2020
•
3%
8%
17%
20.5%
180 bps
22.3%
% of net sales
Beauty net sales increased 8% to $14.4 billion in fiscal 2021
on a 3% increase in unit volume. Favorable foreign
exchange impacts increased net sales by 2%. Higher pricing
increased net sales by 2%. Favorable product mix added 1%
to net sales due to the disproportionate growth of the SK-II
brand, which has higher than segment-average selling prices.
Organic sales increased 6% on a 3% increase in organic
volume. Global market share of the Beauty segment
decreased 0.4 points.
•
Hair Care net sales increased mid-single digits due to a
low single digit increase in volume and increased
pricing. Organic sales also increased mid-single digits.
Volume growth was driven by a double digit increase in
Greater China (due to market growth and increased
distribution), a high single digit increase in IMEA (due
to innovation and the low base period due to pandemic-
related shutdowns) and a mid-single digit increase in
Latin America (due to product innovation), partially
offset by a low single digit decrease in Europe due to
pandemic-related category declines in certain markets.
Global market share of the hair care category was
unchanged.
Skin and Personal Care net sales increased high single
digits due to a low single digit volume increase,
favorable mix due to the disproportionate growth of the
super premium SK-II brand, increased pricing and
favorable foreign exchange impacts. Organic sales also
increased high single digits. Volume increased double
digits in Greater China and increased low single digits in
North America driven by increased consumption of
personal care products due to the pandemic. This
volume growth was partially offset by a double digit
decrease in IMEA and a low single digit decrease in
Asia Pacific due
to pandemic-related market
contractions. Global market share of the skin and
personal care category decreased nearly half a point.
Net earnings increased 17% to $3.2 billion in fiscal 2021 due
to the increase in net sales and a 180 basis-point increase in
net earnings margin. Net earnings margin increased due to
an increase in gross margin and a decrease in SG&A as a
percentage of net sales. The gross margin increase was
mainly driven by manufacturing cost savings and increased
selling prices, partially offset by the negative impacts of
unfavorable mix (due to the decline of the skin care category
which has higher than segment-average margins and to a
lesser extent the disproportionate growth of Latin America
and IMEA, which have
than segment-average
margins) and increased commodity costs. SG&A as a
percentage of net sales decreased primarily due to the
positive scale impacts of the net sales increase.
lower
22 The Procter & Gamble Company
GROOMING
($ millions)
Volume
Net sales
Net earnings
2021
N/A
$6,440
$1,427
2020
N/A
$6,069
$1,329
Change vs.
2020
3%
6%
7%
21.9%
30 bps
22.2%
% of net sales
Grooming net sales increased 6% to $6.4 billion in fiscal
2021 on a 3% increase in unit volume. Increased pricing had
a 2% positive impact to net sales. Favorable mix had a 1%
positive impact to net sales due to the disproportionate
growth of the Appliances category, which has higher than
segment-average selling prices. Foreign exchange had no net
impact on net sales. Organic sales also increased 6%. Global
market share of the Grooming segment decreased 0.6 points.
•
•
Shave Care net sales increased low single digits driven
by a low single digit increase in volume and increased
pricing, partially offset by unfavorable mix impacts due
to the disproportionate growth of lower priced products
in IMEA and Latin America. Organic sales also
increased low single digits. The volume increase was
driven by a mid-teens increase in IMEA (due to
innovation and a low base period due to pandemic-
related shutdowns), a high single digit increase in
Greater China (due to innovation and market growth)
and low-single digit increases in Latin America (due to
innovation and distribution increases in certain markets)
and in North America (due to innovation and a lower
base period due
to pandemic-related consumption
declines), partially offset by a mid-single digit decline in
Asia Pacific and a low single digit decline in Europe
due to pandemic-related consumption declines. Global
market share of the shave care category was unchanged.
Appliances net sales increased more than 20% primarily
due to a high teens increase in volume, favorable foreign
exchange impacts, favorable mix impact due to the
disproportionate growth of premium shaver and styling
products and increased pricing. Organic sales also
increased more than 20%. Volume increased in all
regions led by high teen increases in Europe and Greater
China and double digit increases in North America and
Asia Pacific, all driven by innovation and increased
consumption of at-home grooming and styling products
due to the pandemic. Global market share of the
appliances category increased more than a point.
Net earnings increased 7% to $1.4 billion in fiscal 2021 due
to the increase in net sales and a 30 basis-point increase in
net earnings margin. Net earnings margin increased due to a
decrease in SG&A as a percentage of net sales partially
offset by a decrease in gross margin. Gross margin decreased
due to the negative impact of unfavorable mix (due to the
disproportionate growth of the appliances category and the
IMEA region, both of which have lower than segment-
average margins) and unfavorable foreign exchange impacts,
partially offset by the positive impacts of manufacturing cost
savings and increased selling prices. SG&A as a percentage
of net sales decreased primarily due to the positive scale
impacts of the net sales increase and reductions in overhead
costs due to productivity savings, partially offset by the
impact of a favorable legal settlement in the base period.
HEALTH CARE
($ millions)
Volume
Net sales
Net earnings
2021
N/A
$9,956
$1,851
2020
N/A
$9,028
$1,652
Change vs.
2020
6%
10%
12%
18.3%
30 bps
18.6%
% of net sales
Health Care net sales increased 10% to $10.0 billion in fiscal
2021 on a 6% increase in unit volume. Favorable foreign
exchange impacts increased net sales by 1%. Favorable
product mix increased net sales by 2% due to the
disproportionate growth of premium power brush and paste
products. Increased pricing had a 1% positive impact on net
sales. Organic sales increased 9%. Global market share of
the Health Care segment increased 1.8 points.
•
•
Oral Care net sales increased double digits driven by a
high-single digit volume
increase, favorable mix
impacts from the disproportionate growth of premium
power brush and paste products, favorable foreign
exchange impacts and increased pricing. Organic sales
also increased double digits. Volume increased in all
regions led by around 20% growth in IMEA, high single
digit growth in North America, mid-single digits growth
in Greater China and in Asia Pacific and low single digit
growth in Europe due to product innovation, increased
marketing spending and a low base period in certain
markets due to pandemic-related shutdowns. Global
market share of the oral care category increased more
than a point.
Personal Health Care net sales increased mid-single
digits driven by a mid-single digit increase in volume
and increased pricing. Organic sales also increased mid-
single digits. Volume increased mid-teens in Asia
Pacific, increased double digits in Latin America and in
IMEA, and
in North
America due to product innovation, increased marketing
spending and increased consumption of certain health
care products including supplements and pain relief.
Global market share of the personal health care category
increased more than a point.
increased mid-single digits
Net earnings increased 12% to $1.9 billion in fiscal 2021 due
to the increase in net sales and a 30 basis-point increase in
net earnings margin. Net earnings margin increased due a
decrease in SG&A as a percentage of net sales partially
offset by a decrease in gross margin. Gross margin decreased
due to unfavorable mix impacts (due to the decline of
higher-margin respiratory products and the disproportionate
growth of oral care category, which has lower than segment-
average margins) and unfavorable foreign exchange impacts,
partially offset by manufacturing cost savings and increased
selling prices. SG&A as a percentage of net sales decreased
primarily due to the positive scale impacts of the net sales
increase, partially offset by increased marketing spending.
FABRIC & HOME CARE
($ millions)
Volume
Net sales
Net earnings
% of net sales
2021
N/A
2020
N/A
$26,014
$23,735
$4,622
17.8%
$4,154
17.5%
Change vs.
2020
5%
10%
11%
30 bps
Fabric & Home Care net sales increased 10% to $26.0
billion in fiscal 2021 on a 5% increase in unit volume.
Favorable foreign exchange impacts increased net sales by
1%. Higher pricing increased net sales by 1%. Positive mix
impacts
the
disproportionate growth of the Home Care category and the
North America region, both of which have higher than
segment-average selling prices. Organic sales increased 9%.
Global market share of the Fabric & Home Care segment
increased 1 point.
sales by 3% due
increased net
to
•
•
Fabric Care net sales increased high single digits due to
a low single digit increase in volume, favorable foreign
exchange impacts and positive mix impacts due to the
disproportionate growth of premium products (including
scent beads and unit dose) and the North America
region, all of which have higher than category-average
selling prices. Organic sales increased mid-single digits.
Volume grew high single digits in North America and
Greater China and grew low single digits in Latin
America (all due to product innovation, incremental
marketing spending and pandemic-related consumption
increases) partially offset by a low single digit decrease
in Asia Pacific due
to pandemic-related market
contraction and competitive activity. Global market
share of the Fabric Care category increased more than a
point.
Home Care net sales increased high-teens due to mid-
teens volume growth, positive mix impact due to the
disproportionate growth of premium dish care and
surface cleaning products and the North America region,
all of which have higher than category-average selling
prices, increased pricing and favorable foreign exchange
impacts. Organic sales also
increased high-teens.
Volume increased in all regions led by high teens
growth in North America and Latin America and double
digit growth in Europe, all due to consumption increases
related to the COVID-19 pandemic, product innovation
and incremental marketing spending. Global market
share of the Home Care category increased more than a
point.
Net earnings increased 11% to $4.6 billion in fiscal 2021 due
to the increase in net sales and a 30 basis-point increase in
net earnings margin. The net earnings margin increased
primarily due to an increase in gross margin, partially offset
by an increase in SG&A as a percentage of net sales. The
gross margin increase was driven by manufacturing cost
savings and increased selling prices, partially offset by
unfavorable foreign exchange impacts and unfavorable
product mix (due to the disproportionate growth of products
The Procter & Gamble Company 23
that are premium-priced and profit-accretive but with lower
than segment-average margins). SG&A as a percentage of
net sales increased due to an increase in marketing spending,
partially offset by the positive scale benefits of the net sales
increase.
BABY, FEMININE & FAMILY CARE
($ millions)
Volume
Net sales
Net earnings
% of net sales
2021
N/A
2020
N/A
$18,850
$18,364
$3,629
19.3%
$3,465
18.9%
Change vs.
2020
—%
3%
5%
40 bps
Baby, Feminine & Family Care net sales increased 3% to
$18.9 billion in fiscal 2021 on unit volume that was
unchanged. Favorable foreign exchange impacts increased
net sales by 1%. Increased pricing was a positive 1% impact
to net sales. Positive mix impact increased net sales by 1%
due to the growth of the North America region which has
higher than segment-average selling prices. Organic sales
increased 2%. Global market share of the Baby, Feminine &
Family Care segment decreased 0.2 points.
•
•
in Europe
Baby Care net sales increased low single digits driven
by positive mix impact due to the growth of the North
America region and premium products, both of which
have higher
than category-average selling prices,
increased pricing and favorable foreign exchange
impacts, partially offset by a low single digit decrease in
volume. Organic sales were unchanged. The volume
decrease was driven by a double digit decline in Greater
China (due to competitive activities), mid-single digit
declines in Asia Pacific (due to market contraction and
competitive activity), Latin America (due to market
contraction) and IMEA (due to pandemic-related retailer
inventory reductions and market contraction) and a low
to market
(due
single digit decline
contractions and competitive activity
in certain
markets). These volume declines were partially offset by
a low single digit volume increase in North America due
to market growth and product innovation. Global market
share of the baby care category decreased less than half
a point.
Feminine Care net sales increased mid-single digits due
to positive mix impacts (from the disproportionate
growth of the North America region and premium
products, such as adult incontinence, all of which have
higher than category-average selling prices), increased
impacts.
pricing and
Organic sales also increased mid-single digits. Volume
was unchanged as mid-single digits increases in North
America (due to product innovation) and in IMEA (due
to market growth, innovation and low base period due to
pandemic-related economic slowdowns) were offset by
a mid-single digit volume decrease in Europe (due to
pandemic-related consumption declines) and low single
digit decreases in Latin America, Greater China and
Asia Pacific (all due to pandemic-related consumption
foreign exchange
favorable
24 The Procter & Gamble Company
•
declines, competitive activities in certain markets and, to
a lesser extent, a high base period due to pandemic-
related pantry loading). Market share of the feminine
care category increased more than half a point.
Net sales in Family Care, which is predominantly a
North American business, increased mid-single digits
driven by a low single digit volume increase and
increased pricing in the form of lower consumer
promotions, partially offset by unfavorable mix due to
the disproportionate growth of large pack sizes, which
have lower than category-average selling prices. The
increase was driven by pandemic-related
volume
consumption increases, pantry loading and to a lesser
extent, retailer inventory restocking. Organic sales
increased low single digits. North America's share of the
family care category decreased less than a point.
Net earnings in fiscal 2021 increased 5% to $3.6 billion due
to the increase in net sales and a 40 basis-point increase in
net earnings margin. Net earnings margin increased due to
an increase in gross margin, partially offset by an increase in
SG&A as a percentage of sales. The gross margin increase
was driven by manufacturing cost savings and higher selling
prices, partially offset by unfavorable foreign exchange
impacts and unfavorable mix (due to the growth of large
sizes which have lower than segment-average margins).
SG&A as a percentage of net sales increased marginally due
primarily to an increase in marketing spending, partially
offset by the positive scale benefits of the net sales increase.
CORPORATE
($ millions)
Net sales
2021
$441
2020
$395
Net earnings/(loss)
$(387)
$(234)
Change vs.
2020
12%
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; 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 reportable
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 reportable segments to
the overall Company effective tax rate.
Corporate net sales increased 12% to $441 million in fiscal
2021 due to an increase in the net sales of the incidental
businesses managed at the corporate level. Corporate net loss
increased by $153 million in fiscal 2021 primarily due to the
$427 million ($512 million before tax) current period charge
for early debt extinguishment. Excluding this charge,
Corporate had net earnings of $40 million, an improvement
of $274 million driven by lower restructuring charges versus
the base period and the current period unrealized gain from
an equity investment that became publicly traded in fiscal
2021, partially offset by higher interest expense and lower
interest income in the current period. Each of these items
have been discussed above.
Restructuring Program to Deliver Productivity and Cost
Savings
in addition
The Company has historically had an ongoing restructuring
program with annual spending in the range of $250 to $500
million. In fiscal 2012, the Company initiated a productivity
and cost savings plan,
to our ongoing
restructuring-type activities, to reduce costs and better
leverage scale in the areas of supply chain, research and
development, marketing and overheads. In fiscal 2017, the
Company communicated specific elements of an additional
multi-year productivity and cost savings program. The plan
was designed to accelerate cost reductions by streamlining
decision making, manufacturing and other work processes to
both fund the Company's growth strategy and increase the
Company's operating margin. The plan was substantially
completed
totaling
fiscal 2020, with
approximately $782 million in that year.
spending
in
from
the Company's
Savings generated
restructuring
program are difficult to estimate, given the nature of the
activities, the timing of the execution and the degree of
reinvestment. However, we estimate that the underlying
restructuring costs incurred since 2012 (approximately $8.2
billion), along with other non-manufacturing enrollment
reductions since 2012 have delivered approximately $3.7
billion in annual before-tax gross savings. In fiscal 2021, the
Company incurred restructuring costs within the range of our
historical ongoing level of $250 to $500 million annually.
Restructuring accruals of $278 million as of June 30, 2021
are classified as current liabilities. Approximately 91% of
the restructuring charges incurred in fiscal 2021 either have
been or will be settled with cash. Consistent with our
historical policies for ongoing restructuring-type activities,
the resulting charges are funded by and included within
Corporate for segment reporting.
In addition to our restructuring programs, we have additional
ongoing savings efforts in our supply chain, marketing and
overhead areas that yield additional benefits to our operating
margins.
Refer to Note 3 to the Consolidated Financial Statements for
more details on the restructuring program and to the
Operating Costs section of the MD&A for more information
about the total benefit to operating margins from our total
savings efforts.
CASH FLOW, FINANCIAL CONDITION AND
LIQUIDITY
We believe our financial condition continues to be of high
quality, as evidenced by our ability to generate substantial
cash from operations and to readily access capital markets at
competitive rates.
Operating cash flow provides the primary source of cash to
fund operating needs and capital expenditures. Excess
operating cash is used first to fund shareholder dividends.
Other discretionary uses include share repurchases and
acquisitions to complement our portfolio of businesses,
brands and geographies. As necessary, we may supplement
operating cash flow with debt to fund these activities. The
overall cash position of the Company reflects our strong
business results and a global cash management strategy that
takes into account liquidity management, economic factors
and tax considerations.
Cash Flow Analysis
($ millions)
Net cash provided by operating
activities
Net cash provided/(used) by
investing activities
Net cash used in financing
activities
Adjusted Free Cash Flow
Adjusted Free Cash Flow
Productivity
Operating Cash Flow
2021
2020
$ 18,371
$ 17,403
(2,834)
3,045
(21,531)
(8,367)
15,809
14,873
107 %
114 %
Operating cash flow was $18.4 billion in 2021, a 6%
increase from the prior year. Net earnings, adjusted for non-
cash items (depreciation and amortization, loss on early
extinguishment of debt, share-based compensation, deferred
income taxes and gain on sale of assets) generated
approximately $17.9 billion of operating cash flow.
Working capital and other impacts generated $506 million of
operating cash flow as summarized below.
•
•
•
•
An increase in accounts receivable used $342 million of
cash primarily due to sales growth and lower relative
sales at the end of the base period in certain markets due
to COVID-19. The number of days sales outstanding
increased approximately 1 day versus prior year.
Higher inventory used $309 million of cash, primarily
due to commodity cost increases and business growth.
Inventory days on hand increased approximately 2 days
primarily due to these same factors.
Accounts payable, accrued and other
liabilities
increased, generating $1.4 billion of cash. About half of
this was driven by extended payment terms with our
suppliers (see Extended Payment Terms and Supply
Chain Financing below). The remaining amount was
driven by higher current period marketing spending and
to support the increase in inventory. Days payable
outstanding is approximately 87 days as of June 30,
2021, an increase of 6 days versus prior year due to
these same factors.
Other net operating assets and liabilities declined, using
$369 million of cash, primarily driven by the payment
of the current year portion of transitional taxes due
related to the U.S. Tax Act repatriation charge ($225
million) and pension related accruals and contributions.
Adjusted Free Cash Flow. We view adjusted free cash flow
as an important non-GAAP measure because it is a factor
impacting the amount of cash available for dividends, share
discretionary
repurchases,
investments. It is defined as operating cash flow less capital
acquisitions
other
and
The Procter & Gamble Company 25
expenditures and excluding payments for the transitional tax
resulting from the U.S. Tax Act and tax payments related to
the Merck acquisition. Adjusted free cash flow is one of the
measures used to evaluate senior management and determine
their at-risk compensation.
Adjusted free cash flow was $15.8 billion in 2021, an
increase of 6% 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,
debt
extinguishment (which are not considered part of our
ongoing operations), was 107% in 2021.
excluding
charges
early
the
for
Extended Payment Terms and Supply Chain Financing.
Beginning in fiscal 2014, in response to evolving market
practices, the Company began a program to negotiate
extended payment terms with its suppliers. At the same
time, the Company initiated a Supply Chain Finance
program (the "SCF") with a number of global financial
institutions (the "SCF Banks"). Under the SCF, qualifying
suppliers may elect to sell their receivables from the
company to a SCF Bank. These participating suppliers
negotiate their receivables sales arrangements directly with
the respective SCF Bank. While the Company is not party to
those agreements, the SCF Banks allow the participating
suppliers to utilize the Company’s creditworthiness in
establishing credit spreads and associated costs. This
generally provides the suppliers with more favorable terms
than they would be able to secure on their own. The
Company has no economic interest in a supplier’s decision
to sell a receivable. Once a qualifying supplier elects to
participate in the SCF and reaches an agreement with an SCF
Bank, they elect which individual Company invoices they
sell to the SCF bank. However, all the Company’s payments
to participating suppliers are paid to the SCF Bank on the
invoice due date, regardless of whether the individual
invoice is sold by the supplier to the SCF Bank. The SCF
Bank pays the supplier on the invoice due date for any
invoices that were not previously sold to the SCF Bank
under the SCF.
The terms of the Company’s payment obligation are not
impacted by a supplier’s participation in the SCF. Our
payment terms with our suppliers for similar services and
materials within individual markets are consistent between
suppliers that elect to participate in the SCF and those that
do not participate.
Accordingly, our average days
outstanding are not significantly impacted by the portion of
suppliers or related input costs that are included in the SCF.
In addition, the SCF is available to both material suppliers,
where the underlying costs are largely included in Cost of
goods sold, and to service suppliers, where the underlying
costs are largely included in SG&A. As of June 30, 2021,
approximately 3% of our global suppliers have elected to
participate in the SCF. Payments to those suppliers during
fiscal year 2021 total approximately $15 billion, which
equals approximately 26% of our total Cost of goods sold
and SG&A for the period. For participating suppliers, we
believe substantially all of their receivables with the
26 The Procter & Gamble Company
Company are sold to the SCF Banks. Accordingly, we
would expect that at each balance sheet date, a similar
proportion of amounts originally due to suppliers would
instead be payable to SCF Banks. All outstanding amounts
related to suppliers participating in the SCF are recorded
within Accounts payable in our Consolidated Balance
Sheets, and the associated payments are included in
operating activities within our Consolidated Statements of
Cash Flows. As of June 30, 2021 and 2020, the amount due
to suppliers participating in the SCF and included in
Accounts payable were approximately $5 billion and $4
billion, respectively.
Although difficult to project due to market and other
dynamics, we anticipate incremental cash flow benefits from
the extended payment terms with suppliers could increase at
a slower rate in fiscal 2022. Future changes in our suppliers’
financing policies or economic developments, such as
changes in interest rates, general market liquidity or the
Company’s credit-worthiness
to participating
suppliers could impact suppliers’ participation in the SCF
and/or our ability to negotiate extended payment terms with
our suppliers. However, any such impacts are difficult to
predict.
Investing Cash Flow
relative
Net investing activities used $2.8 billion in cash in 2021,
primarily due to capital spending. Net investing activities
generated $3.0 billion in cash in 2020, mainly due to
proceeds from sales and maturities of investment securities,
partially offset by capital spending.
Capital Spending.
Capital expenditures, primarily to
support capacity expansion, innovation and cost efficiencies,
were $2.8 billion in 2021 and $3.1 billion in 2020. Capital
spending as a percentage of net sales decreased 60 basis
points to 3.7% in 2021.
Acquisitions. Acquisition activity used cash of $34 million
in 2021, primarily related to a minor Health Care acquisition.
Acquisition activity used $58 million in 2020, primarily
related to final contractual payments from the fiscal 2019
acquisition of Merck OTC, along with a minor Baby Care
acquisition.
Proceeds from Divestitures and Other Asset Sales.
Proceeds from asset sales were $42 million in 2021,
primarily from fixed asset sales and a minor brand
divestiture and $30 million in 2020, primarily from a minor
brand divestiture.
Investment Securities. Investments used net cash of $55
million in 2021 primarily from the purchase of investment
securities and generated $6.2 billion in 2020 primarily from
sales and maturities of investment securities.
Financing Cash Flow
Net financing activities consumed $21.5 billion of cash in
2021, mainly due to treasury stock purchases, dividends to
shareholders and net debt reductions, partially offset by the
impact of proceeds received from stock option exercises. Net
financing activities consumed $8.4 billion in cash in 2020,
mainly due to treasury stock purchases and dividends to
shareholders, partially offset by a net debt increase and the
impact of stock options.
Dividend Payments. Our first discretionary use of cash is
dividend payments. Dividends per common share increased
7% to $3.2419 per share in 2021. Total dividend payments
to common and preferred shareholders were $8.3 billion in
2021 and $7.8 billion in 2020. In April 2021, the Board of
Directors declared a 10% increase in our quarterly dividend
from $0.7907 to $0.8698 per share on Common Stock and
Series A and B ESOP Convertible Class A Preferred Stock.
This is the 65th consecutive year that our dividend has
increased. We have paid a dividend for 131 consecutive
years, every year since our incorporation in 1890.
investment and
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,
financing plans
(including acquisitions and share repurchase activities) and
the overall cost of capital. Total debt was $32.0 billion as of
June 30, 2021 and $34.7 billion as of June 30, 2020. We
used $3.9 billion for net debt reductions, including $512
million for early debt extinguishment costs related to the
early retirement of $2.3 billion of debt. In 2020, we
generated $4.8 billion from net debt increases, primarily due
to the issuance of bonds of $5.0 billion.
Treasury Purchases. Total share repurchases were $11.0
billion in 2021 and $7.4 billion in 2020.
Impact of Stock Options and Other. The exercise of stock
options and other financing activities generated $1.6 billion
and $2.0 billion of cash in 2021 and 2020, respectively.
Liquidity
At June 30, 2021, our current liabilities exceeded current
assets by $10.0 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
through cash generated from operations. The
largely
Company regularly assesses its cash needs and the available
sources to fund these needs. As of June 30, 2021, the
Company had $4.7 billion of cash and cash equivalents
related to foreign subsidiaries, primarily in various Western
European and Asian countries. We did not have material
cash and cash equivalents related to any country subject to
exchange controls that significantly restrict our ability to
access or repatriate the funds. 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.
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,
to meet short-term
should provide sufficient funding
financing requirements.
On June 30, 2021, our short-term credit ratings were P-1
(Moody's) and A-1+ (Standard & Poor's), while our long-
term credit
(Moody's) and AA-
(Standard & Poor's), all with a stable outlook.
ratings were Aa3
We maintain bank credit facilities to support our ongoing
commercial paper program. The current facility is an $8.0
billion facility split between a $3.2 billion five-year facility
and a $4.8 billion 364-day facility, which expire in
November 2025 and November 2021, respectively. Both
facilities can be extended for certain periods of time as
specified in the terms of the credit agreement. These
facilities are currently undrawn and we anticipate that they
will remain undrawn. These credit facilities do not have
Contractual Commitments
The Procter & Gamble Company 27
cross-default or ratings triggers, nor do they have material
adverse events clauses, except at the time of signing. In
addition to these credit facilities, we have an automatically
effective registration statement on Form S-3 filed with the
SEC that is available for registered offerings of short- or
long-term debt securities. For additional details on debt see
Note 10 to the Consolidated Financial Statements.
Guarantees and Other Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet
financing arrangements, including variable interest entities,
which we believe could have a material impact on our
financial condition or liquidity.
The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2021.
($ millions)
RECORDED LIABILITIES
Total debt
Leases
U.S. Tax Act transitional charge (1)
Uncertain tax positions (2)
OTHER
Total
Less Than 1 Year
1-3 Years
3-5 Years
After 5 Years
$
31,967 $
8,880 $
4,928 $
4,858 $
13,301
953
2,115
9
219
224
9
349
645
—
175
1,246
—
210
—
—
Interest payments relating to long-term debt
Minimum pension funding (3)
Purchase obligations (4)
TOTAL CONTRACTUAL COMMITMENTS
42,598 $
(1) Represents the U.S. federal tax liability associated with the repatriation provisions of the U.S. Tax Act. Does not include any provisions
10,919 $
7,404 $
7,904 $
16,371
5,020
2,545
1,010
1,982
866
599
809
599
315
373
552
179
259
—
—
$
made for foreign withholding taxes on expected repatriations as the timing of those payments is uncertain.
(2) As of June 30, 2021, the Company's Consolidated Balance Sheet reflects a liability for uncertain tax positions of $803 million, including
$176 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, 2021 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 2023 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 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.
28 The Procter & Gamble Company
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
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
allowances,
customer pricing
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
in-store
primarily of
merchandising funds, advertising and other promotional
activities, and consumer coupons, are offered through
various programs to customers and consumers. Sales are
recorded net of
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.
Income Taxes
trade promotion spending, which
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 judgements 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
involves business plans,
carryforward periods, which
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
these
jurisdictions, we may take tax positions that management
believes are supportable, but are potentially subject to
regulatory environments.
In certain of
interpretational differences with
successful challenge by the applicable taxing authority.
These
the respective
governmental taxing authorities can be impacted by the local
economic and fiscal environment.
However, because of
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 in the jurisdictions where those
functions are performed.
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
These
We sponsor various postretirement benefits throughout the
world.
include pension plans, both defined
contribution plans and defined benefit plans, and other
postretirement benefit (OPRB) plans, consisting primarily of
health care and life insurance for retirees. For accounting
purposes, the defined benefit pension and OPRB plans
require assumptions to estimate the net 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 net obligations recognized for the underlying
plans. Our assumptions reflect our historical experiences
and management's best
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
regarding
judgment
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 OPRB plan are partially
funded. The process for setting the expected rates of return
is described in Note 8 to the Consolidated Financial
Statements.
For 2021, the average return on assets
assumptions for pension plan assets and OPRB assets was
6.5% and 8.4%, respectively. A change in the rate of return
of 100 basis points for both pension and OPRB assets would
impact annual after-tax benefit/expense by approximately
$140 million.
Since pension and OPRB liabilities are measured on a
impacts our plan
the discount rate
discounted basis,
obligations and expenses. Discount rates used for our U.S.
defined benefit pension and OPRB plans are based on a yield
curve constructed from a portfolio of high quality bonds for
which the timing and amount of cash outflows approximate
the estimated payouts of the plan. For our international
plans, the discount rates are set by benchmarking against
investment grade corporate bonds rated AA or better. The
average discount rate on the defined benefit pension plans of
1.7% 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 $210 million. The average
discount rate on the OPRB plan of 3.2% 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 OPRB expense by approximately $15 million. See
Note 8 to the Consolidated Financial Statements for
additional details on our defined benefit pension and OPRB
plans.
Goodwill and Intangible Assets
reporting units and
Significant judgment is required to estimate the fair value of
our goodwill
intangible assets.
Accordingly, we typically obtain the assistance of third-party
valuation specialists for significant goodwill reporting units
and intangible assets. The fair value estimates are based on
available historical information and on future expectations.
We typically estimate the fair value of these assets using the
income method, which is based on the present value of
estimated future cash flows attributable to the respective
assets. The valuations used to 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
The Procter & Gamble Company 29
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. If the fair value of the reporting unit or
indefinite-lived intangible 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
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.
to expense over
their estimated
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
as our legacy businesses. The Appliances reporting unit has
a fair value that significantly exceeds the underlying carrying
value.
During fiscal 2019, 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, and a non-cash, before-tax impairment charge
30 The Procter & Gamble Company
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 fair value. The underlying reductions
in fair values 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. As a result of the fiscal 2019
impairment determined by the step two testing (that existed
under previous accounting standards), the Shave Care fair
value exceeded the carrying value by approximately 20% as
of June 30, 2019. Because the impairment testing for
intangible assets has historically been a one-step process, the
Gillette
fair value
approximated its carrying value at that date.
During our annual impairment testing during the quarter
ended December 31, 2019, we reduced the discount rate used
in
the
macroeconomic environment. As a result of this change and
updates to other underlying cash flow projections, the Shave
Care fair value exceeded its carrying value by more than
20% and the Gillette indefinite-lived intangible asset's fair
value exceeded its carrying value by approximately 5%.
the valuation based on developments
indefinite-lived
intangible
asset
in
the U.S. dollar or an
against
increased competitive
environment. 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 impacted by adverse changes in 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. Spot rates as of the fair
value measurement date are utilized in our fair value
estimates for cash flows outside the U.S. Another key
assumption in our fair value determination of the Gillette
indefinite-lived intangible asset is the royalty rate, which is
driven by historical and estimated future profitability of the
underlying Gillette business. The royalty rate may be
impacted by significant adverse changes in long-term
operating margins.
While management can and has implemented strategies to
address these events in the past, 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 Shave Care reporting unit's goodwill and
indefinite-lived intangibles.
indefinite-lived
intangible asset
The COVID-19 pandemic that originated during the second
half of fiscal 2020 resulted in a reduction in shave incidents
by consumers and a weakening of certain currencies relative
to the U.S. dollar, which led to a reduction in net sales for
Gillette-branded products. This resulted in a triggering
event for the Gillette indefinite-lived intangible asset, which
caused us to perform an additional impairment assessment
for that asset as of June 30, 2020. That assessment indicated
that the fair value of the Gillette trade name approximated its
carrying value. Accordingly, no impairment charge was
recorded during the year ended June 30, 2020. Based on our
annual impairment testing during the three months ended
December 31, 2020, the Shave Care reporting unit's fair
value continued to exceed its carrying value by more than
20% and the Gillette indefinite-lived intangible asset's fair
value continued to approximate its carrying value.
The most
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. The residual growth rate
utilized in our fair value estimates is consistent with the
reporting unit and brand operating plans and approximates
expected long-term category market growth rates. The
residual growth rate is dependent on overall market growth
rates,
inflation, relative
currency exchange rates and business activities that impact
market share. As a result, the residual growth rate could be
adversely impacted by a sustained deceleration in category
growth, grooming habit changes, devaluation of currencies
The duration and severity of the pandemic could result in
additional future impairment charges for the Shave Care
reporting unit goodwill and the Gillette indefinite-lived
intangible asset. While we have concluded that a triggering
event did not occur during the quarter ended June 30, 2021,
the Gillette
is most
susceptible to future impairment risk. Our assessment of the
Gillette intangible asset assumes the net sales growth rates
will begin to recover from the impact of the pandemic during
the next fiscal year. There continues to be a high level of
uncertainty relating to how the pandemic will evolve, how
governments and consumers will react and progress on the
distribution of vaccines. Accordingly, there continues to be
risk related to this key assumption. A more prolonged
pandemic recovery period could impact the assumptions
utilized in the determination of the estimated fair values of
Shave Care reporting unit and the Gillette indefinite-lived
intangible asset that are significant enough to trigger an
impairment. Net sales and earnings growth rates could be
negatively impacted by more prolonged reductions or
changes in demand for our shave care products, which may
be caused by, among other things: the temporary inability of
consumers
illness,
to purchase our products due
quarantine or other travel restrictions, financial hardship,
changes in the use and frequency of grooming products or by
shifts in demand away from one or more of our higher priced
products to lower priced products. In addition, relative
global and country/regional macroeconomic factors could
result in additional and prolonged devaluation of other
countries’ currencies relative to the U.S. dollar. Finally, the
discount rate utilized in our valuation model could be
impacted by changes in the underlying interest rates and risk
premiums included in the determination of the cost of
the competitive environment,
assumptions utilized
significant
in
to
impairment
capital. As of June 30, 2021, the carrying values of the
Shave Care goodwill and the Gillette indefinite-lived
intangible asset were $12.8 billion and $14.1 billion,
respectively.
We performed a sensitivity analysis for the Shave Care
reporting unit and the Gillette indefinite-lived intangible
asset during our annual
testing, utilizing
reasonably possible changes in the assumptions for the
shorter-term and residual growth rates, the discount rate, and
the royalty 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 in the discount rate, a 25 basis point decrease in our
shorter-term and residual growth rates, or a 50 basis point
decrease in our royalty rate, any of which, in isolation,
would result in an impairment of the Gillette indefinite-lived
intangible asset.
Approximate Percent Change in Estimated
Fair Value
+25 bps
Discount
Rate
-25 bps
Growth
Rate
-50 bps
Royalty
Rate
Shave Care goodwill
reporting unit
Gillette indefinite-
lived intangible asset
(6)%
(6)%
N/A
(6)%
(6)%
(4)%
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, 2021.
OTHER INFORMATION
Hedging and Derivative Financial Instruments
As a multinational company with diverse product offerings,
we are exposed to market risks, such as changes in interest
rates, currency exchange rates and commodity prices. We
evaluate exposures on a centralized basis to take advantage
of natural exposure correlation and netting. 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
The Procter & Gamble Company 31
level.
commodity derivative positions discussed below are based
on the RiskManager™ value-at-risk model using a one-year
horizon and a 95% confidence
The model
incorporates the impact of correlation (the degree to which
exposures move together over time) and diversification
(from holding multiple currency, commodity and interest
rate instruments) and assumes that financial returns are
normally distributed. Estimates of volatility and correlations
of market factors are drawn from the RiskMetrics™ dataset
as of June 30, 2021. 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, 2021, 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, 2021,
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, 2021 and June 30,
2020, we did not have any financial commodity hedging
activity.
32 The Procter & Gamble Company
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 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 measures, 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
acquisitions, divestitures and foreign exchange from year-
over-year comparisons. We believe this measure provides
investors with a supplemental understanding of underlying
sales trends by providing sales growth on a consistent basis.
This measure
in assessing achievement of
is used
management goals for at-risk compensation.
The following tables provide a numerical reconciliation of
organic sales growth to reported net sales growth:
Year ended
June 30, 2021
Net Sales
Growth
Acquisition
&
Divestiture
Impact/
Other (1)
Organic
Sales
Growth
Foreign
Exchange
Impact
Beauty
8 %
(2) %
— %
6 %
(1) %
10 %
6 %
9 %
— %
— %
6 %
10 %
— %
(1) %
Grooming
Health Care
Fabric & Home
Care
Baby, Feminine
& Family Care
TOTAL
COMPANY
(1) Acquisition & Divestiture Impact/Other includes the volume
and mix impact of acquisitions and divestitures and rounding
impacts necessary to reconcile net sales to organic sales.
— %
— %
— %
(1) %
(1) %
7 %
3 %
6 %
9 %
2 %
Adjusted Free Cash Flow. Adjusted free cash flow is
defined as operating cash flow less capital spending, tax
payments related to the Merck OTC Consumer Healthcare
acquisition in 2020 and transitional tax payments resulting
from the U.S. Tax Act in 2021 and 2020 (the Company
incurred a transitional tax liability of approximately $3.8
billion from the U.S. Tax Act, which is payable over a
period of 8 years). Adjusted free cash flow represents the
cash that the Company is able to generate after taking into
account planned maintenance and asset expansion. We view
adjusted free cash flow as an important measure because it is
one factor used in determining the amount of cash available
for dividends, share repurchases, acquisitions and other
discretionary investments.
The following table provides a numerical reconciliation of
adjusted free cash flow ($ millions):
Operating
Cash Flow
Capital
Spending
Adjustments to
Operating Cash
Flow (1)
Adjusted Free
Cash Flow
2021 $
18,371 $
(2,787) $
225 $
15,809
2020 $
17,403 $
(3,073) $
14,873
(1) Adjustments to Operating Cash Flow include transitional tax
payments resulting from the U.S. Tax Act of $225 and $215 in
2021 and 2020, respectively, and tax payments related to the
Merck acquisition of $328 in 2020.
543 $
Adjusted Free Cash Flow Productivity. Adjusted free cash
flow productivity is defined as the ratio of adjusted free cash
flow to net earnings excluding the charges for early debt
extinguishment (which are not considered part of our
ongoing operations). 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):
Adjusted
Free Cash
Flow
Net
Earnings
Early Debt
Extinguishment
Charges
Net Earnings
Excluding
Adjustments
2021 $ 15,809 $ 14,352 $
427 $ 14,779
2020 14,873 13,103
—
13,103
Adjusted
Free
Cash Flow
Productivity
107 %
114 %
The Procter & Gamble Company 33
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:
•
•
Charges for early debt extinguishment: During fiscal year 2021, the Company recorded after tax charges of $427 million
($512 million before tax), 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.
Incremental Restructuring: The Company has historically had an ongoing level of restructuring activities. Such activities
have resulted in ongoing annual restructuring related charges of approximately $250 - $500 million before tax. Beginning
in fiscal 2012, the Company had a strategic productivity and cost savings initiative that resulted in incremental
restructuring charges through fiscal 2020. The adjustment to Core earnings includes only the restructuring costs above the
normal recurring level of restructuring costs. In fiscal 2021, the Company incurred restructuring costs within our historical
ongoing level.
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 AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Reconciliation of Non-GAAP Measures
Twelve Months Ended June 30, 2021
Twelve Months Ended June 30, 2020
AS REPORTED
(GAAP)
EARLY DEBT
EXTINGUISHMENT
NON-GAAP
(CORE)
AS REPORTED
(GAAP)
INCREMENTAL
RESTRUCTURING
NON-GAAP
(CORE)
NET EARNINGS ATTRIBUTABLE TO P&G
14,306
427
14,733
13,027
415
13,442
DILUTED NET EARNINGS PER COMMON
SHARE (1)
$
5.50 $
0.16 $
5.66 $
4.96 $
0.16 $
5.12
(1) Diluted net earnings per share are calculated on Net earnings attributable to Procter & Gamble.
Core EPS
Core EPS
CHANGE VERSUS YEAR AGO
CORE EPS
11 %
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.
34 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, 2021, 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, 2021, 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, 2021, 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/ Andre Schulten
(Andre Schulten)
Chief Financial Officer
August 6, 2021
The Procter & Gamble Company 35
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, 2021 and 2020, 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, 2021 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, 2021 and 2020, and the results of its operations and its cash flows
for each of the three years in the period ended June 30, 2021, 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, 2021, 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, 2021 expressed an unqualified opinion on the Company's internal control over financial
reporting.
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 Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates 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 matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
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, 2020 and the Gillette brand indefinite lived intangible
asset (the “Gillette brand”) as of December 31, 2020. Because the estimated fair values exceeded their carrying values, no
impairments were recorded. As of June 30, 2021, the Shave Care reporting unit goodwill was $12.8 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 significant judgments made by management to estimate the fair values of the reporting unit
and the brand. 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, 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
36 The Procter & Gamble Company
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 and
earnings, and the selection of royalty rates, and discount rates.
• 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 including consideration of the effects related to the
COVID-19 pandemic.
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 net sales and earnings growth rates, royalty rates, and
discount rates by:
•
•
Testing the source information underlying the determination of net sales and earnings growth rates, royalty rates, and
discount rates 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.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
August 6, 2021
We have served as the Company’s auditor since 1890.
The Procter & Gamble Company 37
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, 2021, 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, 2021, 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, 2021, of the Company and our report
dated August 6, 2021, expressed an unqualified opinion on those financial statements.
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, 2021
38 The Procter & Gamble Company
Consolidated Statements of Earnings
Amounts in millions except per share amounts; Years ended June 30
NET SALES
Cost of products sold
Selling, general and administrative expense
Goodwill and indefinite-lived intangible impairment charges
OPERATING INCOME
Interest expense
Interest income
Other non-operating income, net
EARNINGS BEFORE INCOME TAXES
Income taxes
NET EARNINGS
Less: Net earnings attributable to noncontrolling interests
2021
2020
2019
$ 76,118 $ 70,950 $ 67,684
37,108
21,024
—
35,250
19,994
—
17,986
15,706
34,768
19,084
8,345
5,487
(502)
(465)
(509)
45
86
17,615
3,263
14,352
46
155
438
15,834
2,731
13,103
76
220
871
6,069
2,103
3,966
69
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
$ 14,306 $ 13,027 $
3,897
NET EARNINGS PER COMMON SHARE: (1)
Basic
$
5.69 $
5.13 $
1.45
Diluted
1.43
(1) Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter &
4.96 $
5.50 $
$
Gamble.
See accompanying Notes to Consolidated Financial Statements.
Consolidated Statements of Comprehensive Income
Amounts in millions; Years ended June 30
NET EARNINGS
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
Foreign currency translation (net of tax of $(266), $59 and $78, respectively)
Unrealized gains/(losses) on investment securities (net of tax of $5, $(1) and $0,
respectively)
Unrealized gains/(losses) on defined benefit retirement plans (net of tax of $445, $(42)
and $22, respectively)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
TOTAL COMPREHENSIVE INCOME
Less: Total comprehensive income attributable to noncontrolling interests
The Procter & Gamble Company 39
2021
2020
2019
$ 14,352 $ 13,103 $
3,966
1,023
(1,083)
(213)
16
(12)
184
1,386
2,425
(150)
(1,245)
16,777
11,858
50
60
169
140
4,106
70
4,036
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO
PROCTER & GAMBLE
$ 16,727 $ 11,798 $
See accompanying Notes to Consolidated Financial Statements.
40 The Procter & Gamble Company
Consolidated Balance Sheets
Amounts in millions except stated values; As of June 30
2021
2020
Assets
CURRENT ASSETS
Cash and cash equivalents
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:
2021 - 4,009.2, 2020 - 4,009.2)
Additional paid-in capital
Reserve for ESOP debt retirement
Accumulated other comprehensive loss
Treasury stock, at cost (shares held: 2021 - 1,579.5, 2020 - 1,529.5)
Retained earnings
Noncontrolling interest
TOTAL SHAREHOLDERS' EQUITY
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
See accompanying Notes to Consolidated Financial Statements.
$ 10,288 $ 16,181
4,725
4,178
1,645
719
3,619
5,983
2,095
23,091
21,686
40,924
23,642
9,964
1,414
674
3,410
5,498
2,130
27,987
20,692
39,901
23,792
8,328
$ 119,307 $ 120,700
$ 13,720 $ 12,071
10,523
8,889
33,132
23,099
6,153
10,269
72,653
9,722
11,183
32,976
23,537
6,199
11,110
73,822
870
—
897
—
4,009
64,848
4,009
64,194
(1,006)
(1,080)
(13,744)
(16,165)
(114,973) (105,573)
106,374
100,239
276
357
46,654
46,878
$ 119,307 $ 120,700
The Procter & Gamble Company 41
Consolidated Statements of Shareholders' Equity
Dollars in millions except per
share amounts;
shares in thousands
Common Stock
Shares
Amount
Preferred
Stock
Additional
Paid-In
Capital
Reserve for
ESOP Debt
Retirement
Accumulated
Other
Comp-
rehensive
Income/
(Loss)
Treasury
Stock
Retained
Earnings
Non-
controlling
Interest
Total
Share-
holders'
Equity
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
Treasury stock purchases
Employee stock plans
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
(326)
(200)
(27)
(553)
3,897
69 3,966
139
1
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)
BALANCE JUNE 30, 2019 2,504,751 $4,009
$928 $63,827
($1,146)
($14,936) ($100,406) $94,918
$385 $47,579
Net earnings
Other comprehensive
income/(loss)
Dividends and dividend
equivalents ($3.0284 per
share):
Common
Preferred
Treasury stock purchases
Employee stock plans
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
(61,346)
32,603
3,738
362
5
(31)
13,027
76 13,103
(1,229)
(16) (1,245)
(7,551)
(263)
(7,405)
2,212
26
66
108
(7,551)
(263)
(7,405)
2,574
—
174
(88)
(88)
BALANCE JUNE 30, 2020 2,479,746 $4,009
$897 $64,194
($1,080)
($16,165) ($105,573) $100,239
$357 $46,878
Net earnings
Other comprehensive
income/(loss)
Dividends and dividend
equivalents ($3.2419 per
share):
Common
Preferred
Treasury stock purchases
Employee stock plans
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
(81,343)
28,001
3,302
650
4
(27)
14,306
46 14,352
2,421
4 2,425
(8,020)
(271)
(11,009)
1,586
23
74
120
(8,020)
(271)
(11,009)
2,236
—
194
(131)
(131)
BALANCE JUNE 30, 2021 2,429,706 $4,009
$870 $64,848
($1,006)
($13,744) ($114,973) $106,374
$276 $46,654
See accompanying Notes to Consolidated Financial Statements.
42 The Procter & Gamble Company
Consolidated Statements of Cash Flows
Amounts in millions; Years ended June 30
2021
2020
2019
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR $ 16,181
OPERATING ACTIVITIES
$ 4,239
$ 2,569
Net earnings
Depreciation and amortization
Loss on early extinguishment of debt
Share-based compensation expense
Deferred income taxes
Loss/(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 investment securities
Proceeds from sales and maturities of investment securities
Change in other investments
TOTAL INVESTING ACTIVITIES
FINANCING ACTIVITIES
Dividends to shareholders
Increases/(reductions) 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 payments for income taxes
(1)
Includes early extinguishment of debt costs of $512 in 2021.
14,352
2,735
512
540
(258)
(16)
—
(342)
(309)
1,391
(369)
135
18,371
13,103
3,013
—
558
(596)
7
—
634
(637)
1,923
(710)
108
17,403
3,966
2,824
—
515
(411)
(678)
8,345
(276)
(239)
1,856
(973)
313
15,242
(2,787)
42
(34)
(55)
—
—
(2,834)
(8,263)
(3,333)
4,417
(4,987)
(11,009)
1,644
(21,531)
(3,073)
30
(58)
—
6,151
(5)
3,045
(7,789)
2,345
4,951
(2,447)
(7,405)
1,978
(8,367)
(3,347)
394
(3,945)
(158)
3,628
(62)
(3,490)
(7,498)
(2,215)
2,367
(969)
(5,003)
3,324
(9,994)
101
(5,893)
$ 10,288
(139)
11,942
$ 16,181
(88)
1,670
$ 4,239
$
531
3,822
$
434
3,550
$
497
3,064
See accompanying Notes to Consolidated Financial Statements.
Notes to Consolidated Financial Statements
NOTE 1
Revenue Recognition
The Procter & Gamble Company 43
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
The Procter & Gamble Company's (the "Company," "Procter
& Gamble," "we" or "us") business is focused on providing
branded consumer packaged goods of superior quality and
value. Our products are sold in more than 180 countries and
territories primarily
through mass merchandisers, e-
commerce, grocery stores, membership club stores, drug
stores, department stores, distributors, wholesalers, specialty
beauty stores (including airport duty-free stores), high-
frequency stores, pharmacies, electronics stores and
professional channels. We also sell direct to consumers. We
have on-the-ground operations
in approximately 70
countries.
Basis of Presentation
The Consolidated Financial Statements include the Company
and its controlled subsidiaries. Intercompany transactions
are eliminated.
Because of a lack of control over Venezuelan 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 at cost, less impairments, plus or minus
observable price changes.
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,
reserves, pensions,
restructuring
postretirement benefits, stock options, valuation of acquired
for depreciation and
intangible assets, useful
amortization of
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.
long-lived assets,
future cash
lives
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 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.
through various programs
Trade promotions, consisting primarily of customer pricing
allowances, merchandising funds and consumer coupons, are
offered
to customers and
consumers. Sales are recorded net of trade promotion
spending, which is recognized as incurred at the time of the
terms of
sale.
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
these arrangements have
Most of
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 expenses necessary to acquire
and convert the purchased materials and supplies into
finished products. 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 2021, $1.8 billion in 2020 and $1.9 billion in 2019.
Advertising costs, charged to expense as incurred, include
worldwide television, print, radio, internet and in-store
advertising expenses and were $8.2 billion in 2021, $7.3
billion in 2020 and $6.8 billion in 2019. 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, Net
Other non-operating income, net primarily includes net
acquisition and divestiture gains, net non-service costs
related to defined benefit plans, investment income and other
non-operating items.
Amounts in millions of dollars except per share amounts or as otherwise specified.
44 The Procter & Gamble Company
Currency Translation
translate
to
recorded
Financial statements of operating subsidiaries outside the
U.S. generally are measured using the local currency as the
those
Adjustments
functional currency.
statements
in Other
into U.S. dollars are
comprehensive income (OCI). For subsidiaries operating in
highly inflationary economies, the U.S. dollar is the
Re-measurement adjustments for
functional currency.
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 flows from operating activities. Cash flows from
foreign currency transactions and operations are translated at
monthly exchange rates for each 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
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.
Investments
intercompany
resulting
from
The Company holds minor equity investments in certain
companies over which we exert significant influence, but do
not control the financial and operating decisions. These are
accounted for as equity method investments. Other equity
investments that are not controlled, and over which we do
not have the ability to exercise significant influence, and for
which there is a readily determinable market value, are
recorded at fair value, with gains and losses recorded
through net earnings. Equity investments without readily
determinable fair values are measured at cost,
less
impairments, plus or minus observable price changes. Equity
investments are included as Other noncurrent assets in the
Consolidated Balance Sheets.
In addition to equity investments, we have historically held
other investment securities, primarily consisting of readily
marketable debt securities. Unrealized gains or losses from
debt securities classified as trading, if any, are charged to
earnings. Unrealized gains on debt securities classified as
available-for-sale are recorded in OCI. Unrealized losses on
available-for-sale debt securities are 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.
Debt securities are included as Prepaid expenses and other
current assets and Other noncurrent assets
the
Consolidated Balance Sheets.
investments,
The Company also holds highly-liquid
including treasury bills, commercial paper, U.S. and foreign
in
Amounts in millions of dollars except per share amounts or as otherwise specified.
government securities and money market funds with original
maturity dates of three months or less. Such investments are
considered cash equivalents and are included within Cash
and cash equivalents in the Consolidated Balance Sheets.
Inventory Valuation
Inventories are valued at the lower of cost or net realizable
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
Depreciation expense
Property, plant and equipment is recorded at cost reduced by
accumulated depreciation.
is
recognized over the assets' estimated useful lives using the
straight-line method. Machinery and equipment includes
life), computer
office furniture and fixtures (15-year
equipment and capitalized software (3- to 5-year lives) and
manufacturing equipment (3- to 20-year lives). Buildings
are depreciated over an estimated useful life of 40 years.
Estimated useful lives are periodically reviewed and, when
appropriate, changes are made prospectively. When certain
events or changes in operating conditions occur, asset lives
may be adjusted and an impairment assessment may be
performed on the recoverability of the carrying amounts.
Goodwill and Other Intangible Assets
Goodwill and indefinite-lived intangible assets are not
amortized, but are evaluated for impairment annually or
more often if indicators of a potential impairment are
present. Our annual impairment testing of goodwill is
performed separately from our
testing of
indefinite-lived intangible assets.
impairment
We have acquired brands that have been determined to have
indefinite lives. 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 certain 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
The standard simplifies
On July 1, 2020, we adopted ASU 2017-04, "Intangibles-
Goodwill and Other (Topic 350): Simplifying the Test for
Goodwill Impairment."
the
accounting for goodwill impairment by requiring a goodwill
impairment to be measured using a single step impairment
model, whereby the impairment equals the difference
between the carrying amount and the estimated fair value of
This
the specified reporting units in their entirety.
eliminated the second step of the previous impairment model
that required companies to first estimate the fair value of all
assets in a reporting unit and measure impairments based on
those estimated 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. The impact of the new standard will depend
on the specific facts and circumstances of future individual
impairments, if any.
In March 2020, the FASB issued ASU 2020-04, "Reference
Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting." The
amendments provide optional guidance for a limited time to
ease the potential burden in accounting for reference rate
reform. The new guidance provides optional expedients and
exceptions for applying U.S. GAAP to contracts and other
transactions affected by reference rate reform if certain
criteria are met and to hedging relationships, including
derivative instruments, if there is a change to the interest
rates used for discounting, margining or contract price
alignment. These amendments are effective immediately
and may be applied prospectively to contract modifications
made and hedging relationships entered into or evaluated on
or before December 31, 2022. We are currently evaluating
our contracts and the optional expedients provided by the
new standard.
No other new accounting pronouncements issued or effective
during the fiscal year or in future years had, or are expected
to have, a material impact on our Consolidated Financial
Statements.
NOTE 2
SEGMENT INFORMATION
Under U.S. GAAP, our operating segments are aggregated
into five reportable segments: 1) Beauty, 2) Grooming, 3)
Health Care, 4) Fabric & Home Care and 5) Baby, Feminine
The Procter & Gamble Company 45
& Family Care. Our five reportable segments are comprised
of:
•
•
•
•
•
and
Care);
Beauty: Hair Care (Conditioner, Shampoo, Styling
Personal Care
Skin
Aids, Treatments);
(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
(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).
Personal Health
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. In addition,
capital expenditures in the segments are on an accrual basis
consistent with the balance sheet. Adjustments to move from
an accrual to cash basis, for purposes of the cash flow
statement, are reflected in Corporate.
a
cost
competitive
and workforce
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
including
maintain
manufacturing
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 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
investment securities and
goodwill, are included in Corporate.
structure,
optimization,
receivable,
Amounts in millions of dollars except per share amounts or as otherwise specified.
46 The Procter & Gamble Company
Our operating segments are comprised of similar product
categories. Operating segments that individually accounted
for 5% or more of consolidated net sales are as follows:
Net sales and long-lived assets in the United States and
internationally were as follows (in billions):
% of Net sales by operating segment (1)
Years ended June 30
2021
2020
2019
Years ended June 30
Fabric Care
Home Care
Baby Care
Skin and Personal Care
Hair Care
Family Care
Oral Care
Shave Care
Feminine Care
Personal Health Care
All Other
TOTAL
(1) % of Net sales by operating segment excludes sales held in
2020
22%
11%
11%
10%
9%
9%
8%
7%
6%
5%
2%
100% 100%
2019
22%
10%
12%
10%
10%
9%
8%
8%
6%
4%
1%
100%
2021
22%
12%
10%
10%
9%
9%
8%
7%
6%
5%
2%
NET SALES
United States
International
LONG-LIVED ASSETS (1)
$ 33.7 $ 31.3 $ 28.6
$ 42.4 $ 39.7 $ 39.1
United States
$ 10.1 $
9.9 $ 10.0
$ 11.6 $ 10.8 $ 11.3
International
Long-lived assets consists of property, plant and equipment.
(1)
No country, other than the United States, exceeds 10% of the
Company's consolidated net sales or long-lived assets.
Our largest customer, Walmart Inc. and its affiliates,
accounted for consolidated net sales of approximately 15%
in 2021, 2020 and 2019. No other customer represents more
than 10% of our consolidated net sales.
Corporate.
Global Segment Results
Net Sales
Earnings/(Loss)
Before
Income Taxes
Net Earnings
/(Loss)
Depreciation
and
Amortization
Total
Assets
Capital
Expenditures
BEAUTY
GROOMING
HEALTH CARE
FABRIC & HOME CARE
BABY, FEMININE &
FAMILY CARE
CORPORATE (1)
TOTAL COMPANY
2021
2020
2019
2021
2020
2019
2021
2020
2019
2021
2020
2019
2021
2020
2019
2021
2020
2019
2021
2020
$ 14,417 $
4,018 $
3,210 $
333 $ 5,587 $
13,359
12,897
6,440
6,069
6,199
9,956
9,028
8,218
26,014
23,735
22,080
18,850
18,364
17,806
441
395
484
3,437
3,282
1,728
1,613
1,777
2,398
2,156
1,984
5,986
5,426
4,601
4,723
4,534
3,593
2,737
2,637
1,427
1,329
1,529
1,851
1,652
1,519
4,622
4,154
3,518
3,629
3,465
2,734
320
272
5,531
5,362
378
20,668
406
20,589
429
20,882
372
350
294
646
605
557
846
839
861
7,976
7,726
7,708
8,334
7,745
7,620
8,666
8,628
9,271
(1,238)
(1,332)
(387)
(234)
160
68,076
493
70,481
(9,168)
(7,971)
411
64,252
$ 76,118 $
17,615 $
14,352 $
2,735 $ 119,307 $
70,950
15,834
13,103
3,013
120,700
386
397
634
291
305
367
364
338
363
1,006
887
984
814
764
819
(74)
382
180
2,787
3,073
(1)
3,347
The Corporate reportable segment includes the $8.3 billion 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.
115,095
67,684
3,966
2,824
6,069
2019
Amounts in millions of dollars except per share amounts or as otherwise specified.
NOTE 3
SUPPLEMENTAL FINANCIAL INFORMATION
The components of property, plant and equipment were as
follows:
As of June 30
2021
2020
PROPERTY, PLANT AND EQUIPMENT
Buildings
$
8,165 $
7,700
Machinery and equipment
35,367
33,260
Land
Construction in progress
TOTAL PROPERTY, PLANT
AND EQUIPMENT
Accumulated depreciation
PROPERTY, PLANT AND
EQUIPMENT, NET
808
2,358
777
2,034
46,698
43,771
(25,012)
(23,079)
$ 21,686 $ 20,692
Selected components of current and noncurrent liabilities
were as follows:
As of June 30
2021
2020
ACCRUED AND OTHER LIABILITIES - CURRENT
Marketing and promotion
$
4,140 $
3,531
Compensation expenses
2,145
1,921
Taxes payable
Restructuring reserves
Leases
Other
TOTAL
637
278
219
693
472
239
3,104
2,866
$ 10,523 $
9,722
OTHER NONCURRENT LIABILITIES
Pension benefits
$
5,452 $
6,223
U.S. Tax Act transitional tax payable
1,891
2,121
Other retiree benefits
Uncertain tax positions
Long term operating leases
Other
TOTAL
922
794
631
965
580
652
579
569
$ 10,269 $ 11,110
RESTRUCTURING PROGRAM
restructuring-type activities
The Company has historically incurred an ongoing annual
level of
to maintain a
competitive cost structure, including manufacturing and
workforce optimization. Before-tax costs incurred under the
ongoing program have generally ranged from $250 to $500
annually.
In fiscal 2012, the Company initiated an
incremental restructuring program (covering fiscal 2012
through 2017) as part of a productivity and cost savings plan
to accelerate cost reductions in the areas of supply chain,
research and development, marketing activities and overhead
expenses.
In fiscal 2017, the Company announced specific elements of
an incremental multi-year productivity and cost savings plan
The Procter & Gamble Company 47
to further reduce costs in the areas of supply chain, certain
marketing activities and overhead expense, which resulted in
incremental restructuring charges through fiscal 2020. For
fiscal 2021, restructuring charges were in line with our
historical ongoing program.
Restructuring costs incurred consist primarily of costs to
separate employees, asset-related costs to exit facilities and
other costs. Employee separation costs relate to severance
packages that are primarily voluntary and the amounts
calculated are 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 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 for disposal. These assets are 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
to
manufacturing
technology
standardizations. The asset-related charges will not have a
significant impact on future depreciation charges. Other
restructuring-type charges primarily include asset removal
and termination of contracts related to supply chain and
overhead optimization. The Company
total
restructuring charges of $330 and $782 for the years ended
June 30, 2021 and 2020. Of the charges incurred for fiscal
year 2021, $176 were recorded in SG&A, $134 in Costs of
products sold, and $20 in Other non-operating income, net.
Of the charges incurred in fiscal year 2020, $155 were
recorded in SG&A, $614 in Costs of products sold, and $13
in Other non-operating income, net. The following table
presents restructuring activity for the years ended June 30,
2021 and 2020:
assets
consolidations
relate primarily
incurred
and
Separations
Asset-
Related
Costs
Other
Total
$
280 $
— $ 188 $ 468
221
(216)
372
189 782
(372)
(190) (778)
285
—
187 472
127
(236)
24
179 330
(24)
(264) (524)
$
176 $
— $ 102 $ 278
RESERVE
JUNE 30, 2019
Cost incurred and
charged to
expense
Cost paid/settled
RESERVE
JUNE 30, 2020
Cost incurred and
charged to
expense
Cost paid/settled
RESERVE
JUNE 30, 2021
Amounts in millions of dollars except per share amounts or as otherwise specified.
48 The Procter & Gamble Company
Consistent with our historical policies
for ongoing
restructuring-type activities, the restructuring charges are
funded by and
included within Corporate for both
management and segment reporting. Accordingly, all of the
charges are
the Corporate reportable
segment.
included within
However, for information purposes, the following table
summarizes the total restructuring costs related to our
reportable segments:
Years ended June 30
2021
2020
2019
Beauty
Grooming
Health Care
Fabric & Home Care
$
13 $
54 $
25
51
22
102
136
75
49
65
23
84
29
Baby, Feminine & Family Care
Corporate (1)
Total Company
$ 330 $ 782 $ 754
(1) Corporate includes costs related to allocated overheads, including
charges related to our Enterprise Markets, Global Business Services
and Corporate Functions activities.
223
190
192
226
307
NOTE 4
GOODWILL AND INTANGIBLE ASSETS
The change in the net carrying amount of goodwill by reportable segment was as follows:
Beauty
Grooming Health Care
Fabric &
Home Care
Baby,
Feminine &
Family Care
Total
Company
BALANCE AT JUNE 30, 2019 - NET (1)
$ 12,985 $ 12,881 $
7,972 $
1,855 $
4,580 $ 40,273
Acquisitions and divestitures
Translation and other
(1)
(82)
—
(66)
(46)
(140)
—
(14)
5
(28)
(42)
(330)
BALANCE AT JUNE 30, 2020 - NET (1)
12,902
12,815
7,786
1,841
4,557
39,901
Acquisitions and divestitures
Translation and other
—
355
—
280
16
244
—
32
—
96
16
1,007
BALANCE AT JUNE 30, 2021 - NET (1)
(1) Grooming goodwill balance is net of $7.9 billion accumulated impairment losses.
$ 13,257 $ 13,095 $
8,046 $
1,873 $
4,653 $ 40,924
flows
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
rates and
(including expected growth
profitability). Estimates utilized in the projected cash flows
include consideration of macroeconomic conditions, overall
cost
category growth
containment and margin expansion, Company business
plans, the underlying product or technology life cycles,
economic barriers to entry, a brand's relative market position
flows.
and
Unanticipated market or macroeconomic events and
circumstances may occur, which could affect the accuracy or
validity of the estimates and assumptions.
We believe the estimates and assumptions utilized in our
impairment testing are reasonable and are comparable to
the discount
rate applied
competitive
the cash
activities,
rates,
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.
Goodwill increased during fiscal 2021 driven by a minor
brand acquisition in the Health Care reportable segment and
currency translation across all reportable segments.
Goodwill decreased in fiscal 2020 primarily due to opening
balance sheet adjustments from the fiscal 2019 acquisition of
the over-the-counter (OTC) healthcare business of Merck
KGaA (Merck OTC) in the Health Care reportable segment
(see Note 14) and currency translation across all reportable
segments.
During fiscal 2019, we determined that the estimated fair
value of our Shave Care reporting unit was less than its
carrying value. We also determined that the estimated fair
value of the Gillette indefinite-lived intangible asset was less
than its carrying value. As a result, we recorded non-cash
Amounts in millions of dollars except per share amounts or as otherwise specified.
impairment charges for both assets. 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 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 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.
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.
Identifiable intangible assets were comprised of:
2021
2020
Accumulated
Accumulated
As of June 30
Amortization
Amortization
INTANGIBLE ASSETS WITH DETERMINABLE LIVES
Gross
Carrying
Amount
Gross
Carrying
Amount
Brands
Patents and
technology
$ 3,908 $
(2,546) $ 3,820 $
(2,347)
2,781
(2,575)
2,776
(2,513)
Customer
relationships 1,789
(882)
1,752
Other
150
(97)
143
(778)
(92)
TOTAL
$ 8,628 $
(6,100) $ 8,491 $
(5,730)
INTANGIBLE ASSETS WITH INDEFINITE LIVES
Brands
21,114
—
21,031
—
TOTAL
$ 29,742 $
(6,100) $ 29,522 $
(5,730)
Amortization expense of intangible assets was as follows:
Years ended June 30
2021
2020
2019
Intangible asset amortization
$ 318 $ 360 $ 349
Estimated amortization expense over the next five fiscal
years is as follows:
Years ending June 30
Estimated
amortization expense
2022
2023
2024
2025
2026
$ 301 $ 289 $ 277 $ 259 $ 243
The Procter & Gamble Company 49
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 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 before income taxes consisted of the following:
Years ended June 30
2021
2020
2019
United States
International
TOTAL
$ 10,858 $ 10,338 $ 1,659
6,757
5,496
4,410
$ 17,615 $ 15,834 $ 6,069
Income taxes consisted of the following:
Years ended June 30
2021
2020
2019
CURRENT TAX EXPENSE
U.S. federal
International
$ 1,663 $ 1,266 $ 1,064
1,534
1,769
1,259
U.S. state and local
TOTAL
DEFERRED TAX EXPENSE/(BENEFIT)
324
3,521
292
3,327
191
2,514
U.S. federal
International and other
TOTAL
(65)
39
(193)
(635)
(258)
(596)
(296)
(115)
(411)
TOTAL TAX EXPENSE $ 3,263 $ 2,731 $ 2,103
Amounts in millions of dollars except per share amounts or as otherwise specified.
50 The Procter & Gamble Company
A reconciliation of the U.S. federal statutory income tax rate
to our actual effective income tax rate is provided below:
A reconciliation of the beginning and ending liability for
uncertain tax positions is as follows:
2021
2020
2019
Years ended June 30
2021
2020
2019
BEGINNING OF YEAR $
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
485 $
466 $
470
157
60
85
(34)
(21)
(94)
60
82
71
(26)
(83)
(37)
(24)
(12)
9
(7)
(27)
(2)
END OF YEAR
$
627 $
485 $
466
Included in the total liability for uncertain tax positions at
June 30, 2021 is $408 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,
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 $10, including interest and
penalties.
including
progress
tax
of
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, 2021, 2020
and 2019, we had accrued interest of $166, $141 and $133
and accrued penalties of $10, $17 and $17, respectively,
which are not included in the above table. During the fiscal
years ended June 30, 2021, 2020 and 2019, we recognized
$38, $39 and $40 in interest expense and $6, $1 and $2 in
penalties expense, respectively.
Years ended June 30
U.S. federal statutory
income tax rate
Country mix impacts of
foreign operations
State income taxes, net of
federal benefit
Excess tax benefits from
the exercise of stock
options
Tax benefit from
simplification of legal
entity structure
Foreign derived intangible
income deduction (FDII)
Changes in uncertain tax
positions
21.0 % 21.0 % 21.0 %
(0.5) % (0.1) % (0.5) %
1.3 % 1.4 %
2.6 %
(1.6) % (1.6) % (3.8) %
— % (1.4) %
— %
(1.0) % (1.0) % (2.2) %
(0.1) % 0.1 % (0.3) %
Goodwill impairment
— %
— % 22.8 %
Other
EFFECTIVE INCOME
TAX RATE
(0.6) % (1.2) % (4.9) %
18.5 % 17.2 % 34.7 %
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
exercises 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 and
recognized based on the grant date fair values of such
instruments.
Tax costs charged to shareholders' equity totaled $215 for
the year ended June 30, 2021. This primarily relates to the
tax effects of certain adjustments to pension obligations
recorded in in shareholders' equity, partially offset by the tax
effects of net investment hedges. Tax benefits credited to
shareholders' equity totaled $18 for the year ended June 30,
2020. This primarily relates to the tax effects of certain
adjustments to pension obligations and unrealized foreign
exchange losses recorded in shareholders' equity, partially
offset by the tax effects of net investment hedges.
Prior to the passage of the U.S. Tax Act, the Company
asserted that substantially all of the undistributed earnings of
its foreign subsidiaries were considered indefinitely invested
and 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. 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 $21 billion of
earnings that are considered permanently reinvested.
Amounts in millions of dollars except per share amounts or as otherwise specified.
Deferred income tax assets and liabilities were comprised of
the following:
DEFERRED TAX LIABILITIES
Goodwill and intangible assets
$ 5,761 $ 5,775
The Procter & Gamble Company 51
As of June 30
DEFERRED TAX ASSETS
2021
2020
Fixed assets
Pension and other retiree benefits
$ 1,476 $ 1,602
Loss and other carryforwards
1,030
Lease right-of-use assets
Unrealized gain on financial and
foreign exchange transactions
Foreign withholding tax on earnings
to be repatriated
Other retiree benefits
Other
TOTAL
1,512
191
1,485
185
111
108
645
175
169
118
265
101
$ 8,503 $ 8,098
Net operating loss carryforwards were $3.0 billion at
June 30, 2021 and $2.9 billion at June 30, 2020. If unused,
approximately $900 will expire between 2021 and 2040.
The remainder, totaling $2.1 billion at June 30, 2021, may be
carried forward indefinitely.
424
386
358
223
196
109
31
22
878
875
353
398
—
218
190
64
27
20
829
(569)
(486)
$ 4,564 $ 4,090
Accrued marketing and promotion
Stock-based compensation
Capitalized research & development
Fixed assets
Lease liabilities
Unrealized loss on financial and
foreign exchange transactions
Inventory
Accrued interest and taxes
Other
Valuation allowances
TOTAL
NOTE 6
EARNINGS PER SHARE
Basic net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less preferred
dividends by the weighted average number of common shares outstanding during the year. For fiscal years 2021 and 2020,
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 include the dilutive effect of stock
options and other stock-based awards based on the treasury stock method (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 by the diluted weighted average number of common shares outstanding during the year. The diluted shares
include the dilutive effect of stock options and other stock-based awards based on the treasury stock method.
Amounts in millions of dollars except per share amounts or as otherwise specified.
52 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
2021
2020
2019
$ 14,352 $ 13,103 $
3,966
46
76
14,306
13,027
271
263
69
3,897
263
Net earnings attributable to P&G available to common shareholders (Basic)
$ 14,035 $ 12,764 $
3,634
Net earnings attributable to P&G available to common shareholders (Diluted)
$ 14,306 $ 13,027 $
3,634
SHARES IN MILLIONS
Basic weighted average common shares outstanding
Add: Effect of dilutive securities
Stock options and other unvested equity awards (1)
Convertible preferred shares (2)
Diluted weighted average common shares outstanding
NET EARNINGS PER SHARE (3)
Basic
2,465.8
2,487.1
2,503.6
52.5
82.7
52.7
86.0
35.9
—
2,601.0
2,625.8
2,539.5
$
5.69 $
5.13 $
1.45
Diluted
(1)
1.43
Excludes 9 million, 6 million and 13 million in 2021, 2020 and 2019, respectively, of weighted average stock options outstanding
because the exercise price of these options was greater than their average market value or their effect was antidilutive.
See an overview of the preferred shares in Note 8. In fiscal year 2019, preferred shares exclude 90 million because to do so would have
been antidilutive, due to lower Net earnings driven by the Shave Care impairment charges (see Note 4).
4.96 $
5.50 $
$
(2)
(3) Net earnings per share are calculated on Net earnings attributable to Procter & Gamble.
NOTE 7
STOCK-BASED COMPENSATION
The Company has 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 for
fiscal year 2019, we added a Relative Total Shareholder
Return (R-TSR) modifier to the PSUs, under which the
number of shares ultimately granted is also impacted by the
to our
Company's actual shareholder
consumer products competitive peer set.
relative
return
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
Amounts in millions of dollars except per share amounts or as otherwise specified.
which the terms are not substantially different from our long-
term incentive awards.
A total of 150 million shares of common stock were newly
authorized for issuance under the stock-based compensation
plan approved by shareholders in 2019. A total of 144
million shares remain available for grant under the 2019
plan.
The Company recognizes stock-based compensation expense
based on the fair value of the awards at the date of grant.
The fair value is amortized on a straight-line basis over the
requisite service period. Awards to employees eligible for
retirement prior to the award becoming fully vested are
recognized as compensation expense from the grant date
through the date the employee first becomes eligible to retire
and/or 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
includes an estimate of
forfeitures, which is based on historical data. Total expense
and related tax benefit were as follows:
Years ended June 30
Stock options
RSUs and PSUs
Total stock-based expense
2021
2020
2019
$
$
279 $
261
540 $
249 $
309
558 $
246
269
515
Income tax benefit
$
102 $
97 $
101
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
2021
2020
2019
Interest rate
Weighted average
interest rate
Dividend yield
Expected
volatility
Expected life in
years
0.1 - 0.7 % 1.1 - 1.4 % 2.5 - 2.7 %
0.6 %
2.4 %
20 %
9.2
1.3 %
2.4 %
17 %
9.2
2.6 %
3.0 %
17 %
9.2
Lattice-based option valuation models incorporate ranges of
assumptions for inputs and those ranges are disclosed in the
preceding table. Expected volatilities are based on a
combination of historical volatility of our stock and implied
volatilities of call options on our stock. We use historical
data to estimate option exercise and employee termination
patterns within the valuation model. The expected life of
options granted is derived from the output of the option
valuation model and represents the average period of time
that options granted are expected to be outstanding. The
interest rate for periods within the contractual life of the
options is based on the U.S. Treasury yield curve in effect at
the time of grant.
A summary of options outstanding under the plans as of
June 30, 2021 and activity during the year then ended is
presented below:
Weighted
Average
Exercise
Price
Weighted
Average
Contract-
ual Life in
Years
Aggregate
Intrinsic
Value
Options (in
thousands)
149,872 $ 84.71
12,133 139.05
(23,102) 73.72
Options
Outstanding,
beginning of year
Granted
Exercised
Forfeited/expired
(631) 106.72
OUTSTANDING,
END OF YEAR
138,272 $ 91.24
EXERCISABLE 99,177 $ 81.47
5.4 $ 6,098
4.1 $ 5,302
The following table provides additional information on stock
options:
Years ended June 30
2021
2020
2019
Weighted average grant-date
fair value of options granted
Intrinsic value of options
exercised
Grant-date fair value of options
that vested
Cash received from options
exercised
Actual tax benefit from options
exercised
$ 20.94 $ 15.60 $ 13.60
1,401
1,455
1,770
236
217
180
1,705
2,019
3,381
292
298
221
The Procter & Gamble Company 53
At June 30, 2021, there was $169 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 1.6 years.
A summary of non-vested RSUs and PSUs outstanding
under the plans as of June 30, 2021 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
4,498 $ 92.15
1,274 137.71
85.40
(2,445)
(90) 108.30
1,048 $ 117.02
472 152.04
(529) 106.66
(20) 140.88
RSU and PSU
awards
Non-vested at
July 1, 2020
Granted
Vested
Forfeited
Non-vested at
June 30, 2021
3,237 $ 114.68
971 $ 135.24
At June 30, 2021, there was $229 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 1.6 years. The total grant date fair value of
shares vested was $266, $264 and $205 in 2021, 2020 and
2019, 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 expense was $340, $317 and $272 in
2021, 2020 and 2019, respectively.
rate
the contribution
is set annually.
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
Total
plan,
contributions for this plan approximated 14% of total
participants' annual wages and salaries in 2021, 2020 and
2019.
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
Amounts in millions of dollars except per share amounts or as otherwise specified.
54 The Procter & Gamble Company
reduces our cash contribution required to fund the U.S. DC
plan.
Defined Benefit Retirement Plans and Other Retiree
Benefits
We offer defined benefit retirement pension plans to certain
employees. These benefits relate primarily to 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 benefits 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)
Special termination benefits
Currency translation and other
Benefit payments
BENEFIT OBLIGATION AT END OF YEAR (3)
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year
Actual return on plan assets
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)
Pension Benefits (1)
2020
2021
Other Retiree Benefits (2)
2021
2020
$ 17,761 $ 17,037
247
276
11
3
951
11
(218)
(557)
$ 18,469 $ 17,761
275
240
13
34
(466)
17
1,220
(625)
1,058
202
13
909
—
(625)
$ 11,484 $ 11,382
664
180
11
(196)
—
(557)
$ 13,041 $ 11,484
$
(5,428) $
$
(6,277) $
$
$
$
4,770 $
94
114
76
—
(678)
2
64
(236)
4,206 $
5,618 $
879
34
76
2
71
(236)
6,444 $
2,238 $
4,964
100
160
74
(136)
(85)
2
(64)
(245)
4,770
5,096
595
33
74
2
63
(245)
5,618
848
(2)
(3)
Primarily non-U.S.-based defined benefit retirement plans.
Primarily U.S.-based other postretirement benefit plans.
For the pension benefit plans, the benefit obligation is the projected benefit obligation. For other retiree benefit plans, the benefit
obligation is the accumulated postretirement benefit obligation.
(4) Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits. The original
borrowing of the ESOP debt was fully repaid in 2021.
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company 55
The actuarial gain for pension plans in 2021 was primarily related to increases in discount rates, partially offset by unfavorable
actuarial assumptions, including inflation assumptions. The actuarial gain for other retiree benefits in 2021 was primarily
related to favorable medical cost trends. The actuarial loss for pension plans in 2020 was primarily related to decreases in
discount rates. The actuarial gain for other retiree benefits in 2020 was primarily related to favorable updates to mortality tables
and favorable medical cost trends, largely offset by decreases in discount rates.
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.
As of June 30
CLASSIFICATION OF NET AMOUNT RECOGNIZED
Noncurrent assets
Current liabilities
Noncurrent liabilities
NET AMOUNT RECOGNIZED
Pension Benefits
Other Retiree Benefits
2021
2020
2021
2020
$
88 $
12
$
3,193 $
1,843
(64)
(66)
(5,452)
(6,223)
(33)
(922)
$
(5,428) $
(6,277) $
2,238 $
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE (INCOME)/LOSS (AOCI)
Net actuarial loss/(gain)
Prior service cost/(credit)
NET AMOUNTS RECOGNIZED IN AOCI
$
4,869 $
5,662
$
(504) $
198
198
(471)
$
5,067 $
5,860
$
(975) $
(30)
(965)
848
572
(511)
61
The accumulated benefit obligation for all defined benefit pension plans, which differs from the projected obligation in that it
excludes the assumption of future salary increases, was $17.3 billion and $16.5 billion as of June 30, 2021 and 2020,
respectively. Information related to the funded status of selected pension and other retiree benefits at June 30 is as follows:
As of June 30
PENSION PLANS WITH A PROJECTED BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETS
2021
2020
Projected benefit obligation
Fair value of plan assets
$
11,747 $
6,231
17,635
11,347
PENSION PLANS WITH AN ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETS
Accumulated benefit obligation
Fair value of plan assets
$
11,005 $
11,196
6,226
5,994
OTHER RETIREE BENEFIT PLANS WITH AN ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF
PLAN ASSETS
Accumulated benefit obligation
Fair value of plan assets
$
1,082 $
127
1,136
141
Amounts in millions of dollars except per share amounts or as otherwise specified.
56 The Procter & Gamble Company
Net Periodic Benefit Cost. Components of the net periodic benefit cost were as follows:
Years ended June 30
2021
2020
2019
2021
2020
2019
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
Special termination benefits
GROSS BENEFIT COST/(CREDIT)
Dividends on ESOP preferred stock
$
275
240
$
247
276
$
259
339
$
(783)
(740)
(732)
423
25
5
17
202
—
340
25
7
11
166
—
225
26
9
13
139
—
94
114
(508)
47
(60)
—
2
(311)
(8)
$
100
160
(473)
68
(48)
—
2
(191)
(19)
$
101
187
(447)
66
(48)
—
8
(133)
(28)
NET PERIODIC BENEFIT COST/(CREDIT)
$
202
$
166
$
139
$
(319)
$
(210)
$
(161)
CHANGE IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN AOCI
Net actuarial loss/(gain) - current year
$
(741)
$ 1,027
$ (1,049)
$
(207)
Prior service cost/(credit) - current year
Amortization of net actuarial loss
Amortization of prior service (cost)/credit
Amortization of net actuarial loss/prior service costs
due to settlements
Currency translation and other
TOTAL CHANGE IN AOCI
NET AMOUNTS RECOGNIZED IN PERIODIC
BENEFIT COST AND AOCI
34
(423)
(25)
(5)
367
(793)
3
(340)
(25)
(7)
(74)
584
—
(47)
60
—
—
(1,036)
(136)
(68)
48
—
(26)
(389)
$
(591)
$
750
$ (1,355)
$
(599)
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. All other components are included in the Consolidated Statements of Earnings in Other non-
operating income/(expense), net, unless otherwise noted.
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
Interest crediting rate for cash balance plans
Health care cost trend rates assumed for next year
Rate to which the health care cost trend rate is assumed to decline
(ultimate trend rate)
Year that the rate reaches the ultimate trend rate
(1) Determined as of end of fiscal year.
Pension Benefits
Other Retiree Benefits
2021
2020
2021
2020
1.7 %
1.5 %
3.2 %
3.1 %
2.7 %
4.4 %
N/A
N/A
N/A
2.5 %
4.4 %
N/A
N/A
N/A
N/A
N/A
6.4 %
4.5 %
2028
N/A
N/A
6.6 %
4.9 %
2026
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company 57
The weighted average assumptions used to determine net benefit cost recorded on the Consolidated Statement of Earnings for
the years ended June 30, were as follows: (1)
Years ended June 30
Discount rate
Expected return on plan assets
Rate of compensation increase
Interest crediting rate for cash balance plans
(1) Determined as of beginning of fiscal year.
Pension Benefits
Other Retiree Benefits
2021
2020
2019
2021
2020
2019
1.5 %
6.5 %
2.5 %
4.4 %
1.9 %
6.6 %
2.6 %
4.4 %
2.5 %
6.6 %
2.6 %
4.8 %
3.1 %
8.4 %
N/A
N/A
3.7 %
8.4 %
N/A
N/A
4.2 %
8.3 %
N/A
N/A
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.
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.
Plan Assets. Our investment objective for defined benefit retirement plan assets is to meet the plans' benefit obligations and to
improve plan self-sufficiency for future benefit obligations. The investment strategies focus on asset class diversification,
liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset
allocations are determined by assessing different investment risks and matching the actuarial projections of the plans' future
liabilities and benefit payments with current as well as expected long-term rates of return on the assets, taking into account
investment return volatility and correlations across asset classes. Plan assets are diversified across several investment managers
and are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment risk is
carefully controlled with plan assets rebalanced to target allocations on a periodic basis and with continual monitoring of
investment managers' performance relative to the investment guidelines established with each investment manager.
Our target asset allocation for the year ended June 30, 2021, and actual asset allocation by asset category as of June 30, 2021
and 2020, were as follows:
Target Asset Allocation
Actual Asset Allocation at June 30
Asset Category
Pension Benefits
Other Retiree
Benefits
Pension Benefits
Other Retiree Benefits
2021
2020
2021
2020
Cash
Debt securities
Equity securities
TOTAL
— %
61 %
39 %
100 %
2 %
3 %
95 %
100 %
1 %
59 %
40 %
100 %
1 %
66 %
33 %
100 %
2 %
2 %
96 %
100 %
3 %
2 %
95 %
100 %
Amounts in millions of dollars except per share amounts or as otherwise specified.
58 The Procter & Gamble Company
The following table sets forth the fair value of the Company's plan assets as of June 30, 2021 and 2020 segregated by level
within the fair value hierarchy (refer to Note 9 for further discussion on the fair value hierarchy and fair value principles).
Investments valued using net asset value as a practical expedient 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 common stock
Company preferred stock (1)
Fixed income securities (2)
Insurance contracts (3)
Pension Benefits
Other Retiree Benefits
Fair Value
Hierarchy Level
2021
2020
Fair Value
Hierarchy Level
2021
2020
1
2
3
$
82 $
—
—
1,931
111
61
—
—
1,991
115
1
1
2
2
$
131 $
275
5,911
3
—
121
217
5,139
12
—
TOTAL ASSETS IN THE FAIR
VALUE HIERARCHY
Investments valued at net asset value (4)
TOTAL ASSETS AT FAIR VALUE
(1) Company preferred stock is valued based on the value of Company common stock and is presented net of ESOP debt discussed below.
(2)
$ 6,444
10,917
11,484
$ 13,041
6,320
2,167
2,124
9,317
Fixed income securities, classified as Level 2, are estimated by using pricing models or quoted prices of securities with similar
characteristics.
Fair values of insurance contracts are valued based on either their cash equivalent value 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. The
activity for Level 3 assets is not significant for all years presented.
Investments valued using net asset value as a practical expedient are primarily equity and fixed income collective funds.
(3)
(4)
5,489
5,618
124
129
Employee Stock Ownership Plan
We maintain the ESOP to provide funding for certain
employee benefits discussed in the preceding paragraphs.
The ESOP borrowed $1.0 billion in 1989 and the proceeds
were used to purchase Series A ESOP Convertible Class A
Preferred Stock to fund a portion of the U.S. DC plan.
Principal and interest requirements of the borrowing were
paid by the Trust from dividends on the preferred shares and
from advances provided by the Company. The original
borrowing of $1.0 billion has been repaid in full, and
advances from the Company of $24 remain outstanding at
June 30, 2021. 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 $3.24 per share. The liquidation value is $6.82
per share.
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, 2022, is $181 and $46, respectively.
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
In addition, we take into
or regulatory conditions.
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
Pension
Benefits
Other Retiree
Benefits
EXPECTED BENEFIT PAYMENTS
2022
2023
2024
2025
2026
$
605 $
586
615
644
639
190
199
205
209
214
2027 - 2031
3,639
1,130
Amounts in millions of dollars except per share amounts or as otherwise specified.
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. The original borrowings of $1.0 billion
were repaid in full as of June 30, 2021. Debt service
requirements were funded by preferred stock dividends, cash
contributions and advances provided by the Company, of
which $982 are outstanding at June 30, 2021. 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 $3.24 per
share. The liquidation value is $12.96 per share.
including
Our ESOP accounting practices are consistent with current
the permissible
ESOP accounting guidance,
continuation of certain provisions from prior accounting
guidance. ESOP debt, which was guaranteed by the
Company, was recorded as debt 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 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
2021
2020
2019
Allocated
Unallocated
27,759
29,591
31,600
1,769
2,479
3,259
TOTAL SERIES A
29,528
32,070
34,859
Allocated
Unallocated
29,203
27,894
26,790
22,349
24,418
26,471
TOTAL SERIES B
51,552
52,312
53,261
For purposes of calculating diluted net earnings per common
share, the preferred shares held by the ESOP are considered
converted from inception.
NOTE 9
RISK MANAGEMENT ACTIVITIES AND FAIR
VALUE MEASUREMENTS
As a multinational company with diverse product offerings,
we are exposed to market risks, such as changes in interest
rates, currency exchange rates and commodity prices. We
evaluate exposures on a centralized basis to take advantage
of natural exposure correlation and netting. To the extent we
the net
to manage volatility associated with
choose
exposures, we enter into various financial transactions that
we account for using the applicable accounting guidance for
derivative
These
instruments and hedging activities.
financial transactions are governed by our policies covering
The Procter & Gamble Company 59
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
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, 2021, was not material. The
Company has not been required to post collateral as a result
of these contractual features.
Interest Rate Risk Management
termination of
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 on fixed rate debt
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 the underlying debt obligations
are immediately recognized in earnings.
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
immediately
recognized in earnings.
the underlying exposure are both
Amounts in millions of dollars except per share amounts or as otherwise specified.
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.
2:
Level
inputs or
Observable market-based
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 judgment is used to
develop assumptions to estimate fair value.
60 The Procter & Gamble Company
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
in earnings,
instruments
substantially offsetting the foreign currency mark-to-market
impact of the related exposure.
Net Investment Hedging
immediately
recognized
is
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. As of and during the years ended
June 30, 2021 and 2020, we did not have any financial
commodity hedging activity to manage such exposures.
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.
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company 61
Assets and Liabilities Measured at Fair Value
Cash equivalents were $9.1 billion and $14.6 billion as of June 30, 2021 and 2020, respectively and are classified as Level 1
within the fair value hierarchy. Other investments had a fair value of $192 and $67 as of June 30, 2021 and 2020, respectively,
including equity securities of $163 and $39 as of June 30, 2021 and 2020, respectively, and are presented in Other noncurrent
assets. Investments are measured at fair value and primarily classified as Level 1 and Level 2 within the fair value hierarchy.
Level 1 are based on quoted market prices in active markets for identical assets, and Level 2 are based on quoted market prices
for similar investments. There are no material investment balances classified as Level 3 within the fair value hierarchy or using
net asset value as a practical expedient. Unrealized gains on equity securities were $69 and $13 for the fiscal year ended
June 30, 2021 and 2020, respectively, and are recognized in the Consolidated Statements of Earnings in Other non-operating
income, net.
The fair value of long-term debt was $28.8 billion and $29.0 billion as of June 30, 2021 and 2020, respectively. This includes
the current portion of long-term debt instruments ($3.6 billion and $2.5 billion as of June 30, 2021 and 2020, 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, 2021 and 2020 are as
follows:
As of June 30
Notional Amount
Fair Value Asset
Fair Value (Liability)
2021
2020
2021
2020
2021
2020
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts
$ 7,415 $ 7,114
$
146 $
269
$
— $
—
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
Foreign currency interest rate contracts
TOTAL DERIVATIVES DESIGNATED AS
HEDGING INSTRUMENTS
$ 8,484 $ 3,856
$ 15,899 $ 10,970
$
$
89 $
26
235 $
295
$
$
(94) $
(41)
(94) $
(41)
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts
$ 5,060 $ 5,986
$
20 $
23
$
(22) $
(25)
TOTAL DERIVATIVES AT FAIR VALUE
$ 20,959 $ 16,956
$
255 $
318
$
(116) $
(66)
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 $7.5 billion and $7.4 billion
as of June 30, 2021 and 2020, 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 $12.0 billion and $16.0 billion as of June 30, 2021 and 2020,
respectively. The increase in the notional balance of derivative instruments designated as net investment hedges is largely
offset by the decrease in the principal balance of debt instruments designated as net investment hedges, reflecting the
Company's decision to leverage favorable interest rates in the foreign currency swap market versus the short-term debt market.
All of the Company's derivative assets and liabilities are measured at fair value that is derived from observable market data,
including interest rate yield curves and foreign exchange rates, and are classified as Level 2 within the fair value hierarchy.
There was no significant activity within the Level 3 assets and liabilities during the periods presented. 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, 2021
and 2020.
Amounts in millions of dollars except per share amounts or as otherwise specified.
62 The Procter & Gamble Company
Before tax gains/(losses) on our financial instruments in
hedging relationships are categorized as follows:
Amount of Gain/(Loss)
Recognized in OCI on Derivatives
2020
2021
Years ended June 30
DERIVATIVES IN NET INVESTMENT HEDGING
RELATIONSHIPS (1) (2)
Foreign currency interest
$
rate contracts
(1) For the derivatives in net investment hedging relationships, the
amount of gain excluded from effectiveness testing, which was
recognized in earnings, was $60 and $69 for the fiscal year
ended June 30, 2021 and 2020, respectively.
(232) $
66
(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 $(918) and $189, for the fiscal
year ended June 30, 2021 and 2020, respectively.
Amount of Gain/(Loss)
Recognized in Earnings
As of June 30
LONG-TERM DEBT
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
0.63% EUR note due October 2024
1.38% GBP note due May 2025
0.55% USD note due October 2025
2.70% USD note due February 2026
1.00% USD note due April 2026
2.45% USD note due November 2026
2.80% USD note due March 2027
2021
2020
875
893
1,000
1,250
1,190
1,000
1,488
595
952
519
1,000
600
1,000
875
500
875
843
1,000
1,250
1,124
1,000
1,405
562
899
461
—
600
—
875
500
4.88% EUR note due May 2027
1,190
1,124
2020
2.85% USD note due August 2027
1.20% EUR note due October 2028
1.80% GBP note due May 2029
1.25% EUR note due October 2029
3.00% USD note due March 2030
1.20% USD note due October 2030
1.95% USD note due April 2031
5.55% USD note due March 2037
1.88% EUR note due October 2038
3.55% USD note due March 2040
All other long-term debt
750
952
519
595
1,500
1,250
1,000
716
595
516
3,399
750
899
461
562
1,500
—
—
763
562
1,000
7,030
Current portion of long-term debt
(3,620)
(2,508)
TOTAL
$ 23,099
$ 23,537
2.0 %
2.3 %
Long-term weighted average interest
rates (1)
(1)
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:
2023
Years ending June 30
2022
2024
Debt maturities
$3,620 $2,470 $2,537 $2,136 $2,721
The Procter & Gamble Company fully and unconditionally
guarantees the registered debt and securities issued by its
100% owned finance subsidiaries.
2025
2026
Years ended June 30
DERIVATIVES IN FAIR VALUE HEDGING
RELATIONSHIPS
2021
Interest rate contracts
DERIVATIVES NOT DESIGNATED AS HEDGING
INSTRUMENTS
(123) $
$
93
Foreign currency contracts
$
296 $
(83)
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.
NOTE 10
SHORT-TERM AND LONG-TERM DEBT
As of June 30
DEBT DUE WITHIN ONE YEAR
2021
2020
Current portion of long-term debt
$ 3,620
$ 2,508
Commercial paper
Other
TOTAL
Short-term weighted average
interest rates (1)
5,171
98
8,545
130
$ 8,889
$ 11,183
(1)
0.7 %
Short-term weighted average interest rates include the effects
of interest rate swaps discussed in Note 9.
0.2 %
Amounts in millions of dollars except per share amounts or as otherwise specified.
The Procter & Gamble Company 63
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, 2019
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, 2020
OCI before reclassifications (3)
Amounts reclassified from AOCI into the Consolidated Statement of
Earnings (4)
Net current period OCI
Less: Other comprehensive income/(loss) attributable to non-controlling
interests
Investment
Securities
Post-
retirement
Benefits
Foreign
Currency
Translation
Total AOCI
$
11 $
(4,198) $ (10,749) $ (14,936)
(10)
(453)
(1,083)
(1,546)
(2)
(12)
303
—
301
(150)
(1,083)
(1,245)
—
2
(18)
(16)
(1)
(4,350)
(11,814)
(16,165)
20
1,046
1,023
2,089
(4)
16
—
340
1,386
—
1,023
336
2,425
(1)
5
4
(2,963) $ (10,796) $ (13,744)
BALANCE at JUNE 30, 2021
(1) Net of tax (benefit)/expense of $(1), $(131) and $59 for gains/losses on investment securities, postretirement benefit items and foreign
currency translation, respectively, for the period ended June 30, 2020. Income taxes are not provided for foreign translation relating to
permanent investments in international subsidiaries, but tax effects within cumulative translation does include impacts from items such
as net investment hedge transactions.
15 $
$
(2) Net of tax (benefit)/expense of $0, $89 and $0 for gains/losses on investment securities, postretirement benefit items and foreign
currency translation, respectively, for the period ended June 30, 2020.
(3) Net of tax (benefit)/expense of $5, $345 and $(266) for gains/losses on investment securities, postretirement benefit items and foreign
currency translation, respectively, for the period ended June 30, 2021. Income taxes are not provided for foreign translation relating to
permanent investments in international subsidiaries, but tax effects within cumulative translation does include impacts from items such
as net investment hedge transactions.
(4) Net of tax (benefit)/expense of $0, $100 and $0 for gains/losses on investment securities, postretirement benefit items and foreign
currency translation, respectively, for the period ended June 30, 2021.
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.
Postretirement 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).
Amounts in millions of dollars except per share amounts or as otherwise specified.
Supplemental balance sheet and other information related to
leases is as follows:
As of June 30
Operating leases:
2021
2020
Other noncurrent assets
$
808
$
850
Accrued and other liabilities
Other noncurrent liabilities
Total operating lease liabilities $
219
631
850
$
239
652
891
Weighted average remaining lease term:
Operating leases
6.4 years
6.5 years
Weighted average discount rate:
Operating leases
3.8 %
4.3 %
At June 30, 2021, future payments of operating lease
liabilities were as follows:
Operating Leases
June 30, 2021
$
1 year
2 years
3 years
4 years
5 years
Over 5 years
Total lease payments
Less: Interest
Present value of lease liabilities
$
219
192
157
106
69
210
953
(103)
850
Total cash paid for amounts included in the measurement of
lease liabilities was $253 and $271 for the years ended
June 30, 2021 and June 30, 2020, respectively.
The right-of-use assets obtained in exchange for lease
liabilities were $163 and $126 for the years ended June 30,
2021 and June 30, 2020, respectively.
64 The Procter & Gamble Company
NOTE 12
LEASES
The Company determines whether a contract contains a lease
at the inception of a contract by determining if the contract
conveys the right to control the use of identified property,
plant or equipment for a period of time in exchange for
consideration. We lease certain real estate, machinery,
equipment, vehicles and office equipment for varying
periods. Many of these leases include an option to either
renew or terminate the lease. For purposes of calculating
lease liabilities, these options are included within the lease
term when it has become reasonably certain that the
Company will exercise such options. The incremental
borrowing rate utilized to calculate our lease liabilities is
based on the information available at commencement date,
as most of the leases do not provide an implicit borrowing
rate. Our operating lease agreements do not contain any
material guarantees or restrictive covenants. The Company
does not have any material finance leases or sublease
activities. Short-term leases, defined as leases with initial
terms of 12 months or less, are not reflected on the
Consolidated Balance Sheets. Lease expense for such short-
term leases is not material. The most significant assets in
our leasing portfolio relate to real estate and vehicles. For
purposes of calculating lease liabilities for such leases, we
have combined lease and non-lease components.
The components of the Company’s total operating lease cost
for the years ended June 30, 2021 and June 30, 2020 were as
follows:
Years ended June 30
2021
2020
271
245
Operating lease cost
Variable lease cost (1)
Total lease cost
347
(1) Includes primarily costs for utilities, common area maintenance,
taxes and other operating costs associated with
property
operating leases that are not included in the lease liability and are
recognized in the period in which they are incurred.
320 $
76
75
$
Total lease cost for the year ended June 30, 2019 was $341.
Amounts in millions of dollars except per share amounts or as otherwise specified.
NOTE 13
COMMITMENTS AND CONTINGENCIES
Guarantees
conjunction with
In
transactions, primarily
certain
divestitures, we may provide routine indemnifications (e.g.,
indemnification for representations and warranties and
retention of previously existing environmental, tax and
employee liabilities) for which terms range in duration and,
in some circumstances, are not explicitly defined. The
maximum obligation under some indemnifications is also not
explicitly stated and, as a result, the overall amount of these
obligations cannot be reasonably estimated. Other than
obligations recorded as liabilities at the time of divestiture,
we have not made significant payments
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.
for
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.
Purchase Commitments
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
2022
2023
2024
2025
2026
There-
after
$ 809 $ 381 $ 218 $ 151 $ 108 $ 315
Such amounts represent minimum commitments under take-
or-pay agreements with suppliers and are in line with
expected usage.
include purchase
These amounts
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.
Litigation
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
contracts,
regulation,
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
advertising,
liability,
product
The Procter & Gamble Company 65
various lawsuits and claims will not materially affect our
financial position, results of operations or cash flows.
to contingencies pursuant
We are also subject
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
the ultimate resolution of environmental
not believe
remediation will materially affect our financial position,
results of operations or cash flows.
NOTE 14
MERCK ACQUISITION
On November 30, 2018, we completed our acquisition of the
OTC healthcare business of 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.
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 Chairman of the Board, President and Chief
Executive Officer, David S. Taylor, and the Company's
Chief Financial Officer, Andre Schulten, 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 Schulten 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 Schulten, 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.
66 The Procter & Gamble Company
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
The Board of Directors has determined that the following
members of the Audit Committee are independent and are
Audit Committee financial experts as defined by SEC rules:
Ms. Patricia A. Woertz (Chair) and Ms. Christine M.
McCarthy.
The information required by this item is incorporated by
reference to the following sections of the 2021 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2021: the section
entitled Election of Directors;
the
Corporate Governance section entitled Board Meetings and
Committees of the Board; the subsection of the Corporate
Governance section entitled Code of Ethics; and the
subsections of the Other Matters section entitled Director
Nominations for Inclusion in the 2022 Proxy Statement and
the subsection of
entitled Shareholder Recommendations of Board Nominees
and Committee Process
for Recommending Board
Nominees. 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 2021 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2021: the
subsections of the Corporate Governance section entitled
Board Meetings and Committees of the Board and entitled
Insider
Compensation Committee
Participation; and the portion beginning with the section
entitled Director Compensation up to but not including the
section entitled Security Ownership of Management and
Certain Beneficial Owners.
Interlocks
and
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, 2021. 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; The Procter & Gamble 2014 Stock and Incentive Compensation Plan; and The Procter & Gamble 2019 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
138,297,815
Stock Options/Stock Appreciation Rights
Restricted Stock Units (RSUs)/Performance
Stock Units (PSUs)
TOTAL
(1) Of the plans listed above, only The Procter & Gamble 2019 Stock and Incentive Compensation Plan (the “2019 Plan”) allows for future
grants of securities. The maximum number of shares that may be granted under this plan is 187 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) are counted as five shares for
each share awarded. Total shares available for future issuance under this plan is 144 million.
7,202,433
145,500,248
N/A
$91.2043
$91.2043
(2)
(1)
(1)
(2) Weighted average exercise price of outstanding options only.
The Procter & Gamble Company 67
Additional information required by this item is incorporated
by reference to the following section of the 2021 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2021: the
subsection of the Beneficial Ownership section entitled
Security Ownership of Management and Certain Beneficial
Owners.
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 2021 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2021: the
subsections of the Corporate Governance section entitled
Director Independence and Review and Approval of
Transactions with Related Persons.
Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by
reference to the following section of the 2021 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2021: Report of
the Audit Committee, which ends with the subsection
entitled Services Provided by Deloitte.
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, 2021, 2020 and 2019
Consolidated Statements of Other Comprehensive Income - for years ended June 30, 2021, 2020 and 2019
Consolidated Balance Sheets - as of June 30, 2021 and 2020
Consolidated Statements of Shareholders' Equity - for years ended June 30, 2021, 2020 and 2019
Consolidated Statements of Cash Flows - for years ended June 30, 2021, 2020 and 2019
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 (Incorporated by reference to Exhibit (4-3) of the Company’s Annual
report on Form 10-K for the year ended June 30, 2019).
(4-4) - Description of the Company’s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038
(Incorporated by reference to Exhibit (4-4) of the Company’s Annual report on Form 10-K for the year ended June 30,
2019).
(4-5) - Description of the Company’s 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 (Incorporated by reference to
Exhibit (4-6) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).
68 The Procter & Gamble Company
(4-7) - Description of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029 (Incorporated by reference to
Exhibit (4-7) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).
(4-8) - Description of the Company’s 1.125% Notes due 2023 (Incorporated by reference to Exhibit (4-8) of the Company’s
Annual report on Form 10-K for the year ended June 30, 2019).
(4-9) - Description of the Company’s 2.000% Notes due 2021 (Incorporated by reference to Exhibit (4-10) of the Company’s
Annual report on Form 10-K for the year ended June 30, 2019).
(4-10) - Description of the Company’s 2.000% Notes due 2022 (Incorporated by reference to Exhibit (4-11) of the Company’s
Annual report on Form 10-K for the year ended June 30, 2019).
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).*
(10-2) - The Procter & Gamble 2001 Stock and Incentive Compensation Plan 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).*
(10-3) - 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).*
(10-4) - 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).*
(10-5) - Summary of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-5) of the
Company's Form 10-Q for the quarter ended December 31, 2019).*
(10-6) - Retirement Plan Restoration Program related correspondence and terms and conditions (Incorporated by reference to
Exhibit (10-8) of the Company's Form 10-Q for the quarter ended September 30, 2015).*
(10-7) - Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-3) of the
Company's Form 10-Q for the quarter ended September 30, 2020).*
(10-8) - Long-Term Incentive Program related correspondence and terms and conditions.*+
(10-9) - 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 March 31, 2020).*
(10-10) - Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-1) of
the Company’s Form 10-Q for the quarter ended September 30, 2020).*
(10-11) - Short Term Achievement Reward Program – related correspondence and terms and conditions.*+
(10-12) - Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-2) of the Company's
Form 10-Q for the quarter ended March 31, 2021)*
(10-13) - Company's Form of Separation Letter and Release (Incorporated by reference to Exhibit (10-1) of the Company's Form
10-Q for the quarter ended March 31, 2021).*
(10-14) - 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).*
(10-15) - 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).*
(10-16) - 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).*
(10-17) - 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).*
(10-18) - 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).*
(10-19) - 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).*
(10-20) - 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).*
The Procter & Gamble Company 69
(10-21) - The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-5) of the
Company's Form 10-Q for the quarter ended September 30, 2020).*
(10-22) - Performance Stock Program 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).*
(10-25) - Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2019 Stock and
Incentive Compensation Plan and 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, 2019). *
(10-26) - 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).*
(10-27) - The Procter & Gamble 2019 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 8, 2019 (Incorporated by reference to Exhibit (10-1) of the Company’s Current Report
on Form 8-K filed October 11, 2019).*
(10-28) - The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions.* +
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)
Inline XBRL Instance Document
101.SCH (1)
Inline XBRL Taxonomy Extension Schema Document
101.CAL (1)
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)
Inline XBRL Taxonomy Definition Linkbase Document
101.LAB (1)
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE (1)
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
(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.
70 The Procter & Gamble Company
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.
SIGNATURES
THE PROCTER & GAMBLE COMPANY
By /s/ DAVID S. TAYLOR
(David S. Taylor)
Chairman of the Board, President and Chief Executive Officer
August 06, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ DAVID S. TAYLOR
(David S. Taylor)
Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)
/s/ ANDRE SCHULTEN
(Andre Schulten)
Chief Financial Officer
(Principal Financial Officer)
August 06, 2021
August 06, 2021
/s/ MICHAEL G. HOMAN
(Michael G. Homan)
Senior Vice President - Chief Accounting Officer
(Principal Accounting Officer)
August 06, 2021
/s/ B. MARC ALLEN
(B. Marc Allen)
/s/ FRANCIS S. BLAKE
(Francis S. Blake)
/s/ ANGELA F. BRALY
(Angela F. Braly)
/s/ AMY L. CHANG
(Amy L. Chang)
/s/ JOSEPH JIMENEZ
(Joseph Jimenez)
/s/ DEBRA L. LEE
(Debra L. Lee)
/s/ TERRY J. LUNDGREN
(Terry J. Lundgren)
/s/ CHRISTINE M. MCCARTHY
(Christine M. McCarthy)
/s/ W. JAMES MCNERNEY, JR.
(W. James McNerney, Jr.)
/s/ JON R. MOELLER
(Jon R. Moeller)
/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
Director
Director
Director
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
August 06, 2021
The Procter & Gamble Company 71
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 (Incorporated by reference to Exhibit (4-3) of the Company’s Annual
report on Form 10-K for the year ended June 30, 2019)
(4-4) - Description of the Company’s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038
(Incorporated by reference to Exhibit (4-4) of the Company’s Annual report on Form 10-K for the year ended June 30,
2019).
(4-5) - Description of the Company’s 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 (Incorporated by reference to
Exhibit (4-6) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).
(4-7) - Description of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029 (Incorporated by reference to
Exhibit (4-7) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).
(4-8) - Description of the Company’s 1.125% Notes due 2023 (Incorporated by reference to Exhibit (4-8) of the Company’s
Annual report on Form 10-K for the year ended June 30, 2019).
(4-9) - Description of the Company’s 2.000% Notes due 2021 (Incorporated by reference to Exhibit (4-10) of the Company’s
Annual report on Form 10-K for the year ended June 30, 2019).
(4-10) - Description of the Company’s 2.000% Notes due 2022 (Incorporated by reference to Exhibit (4-11) of the Company’s
Annual report on Form 10-K for the year ended June 30, 2019).
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).
(10-2) - The Procter & Gamble 2001 Stock and Incentive Compensation Plan 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).
(10-3) - 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).
(10-4) - 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).
(10-5) - Summary of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-5) of the
Company's Form 10-Q for the quarter ended December 31, 2019).
(10-6) - Retirement Plan Restoration Program related correspondence and terms and conditions (Incorporated by reference to
Exhibit (10-8) of the Company's Form 10-Q for the quarter ended September 30, 2015).
(10-7) - Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-3) of the
Company's Form 10-Q for the quarter ended September 30, 2020).
(10-8) - Long-Term Incentive Program related correspondence and terms and conditions. +
(10-9) - 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 March 31, 2020).
(10-10) - Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-1) of
the Company’s Form 10-Q for the quarter ended September 30, 2020).
(10-11) - Short Term Achievement Reward Program – related correspondence and terms and conditions. +
(10-12) - Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-2) of the Company's
Form 10-Q for the quarter ended March 31, 2021).
(10-13) - Company's Form of Separation Letter and Release (Incorporated by reference to Exhibit (10-1) of the Company's Form
10-Q for the quarter ended March 31, 2021).
72 The Procter & Gamble Company
(10-14) - 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).
(10-15) - 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).
(10-16) - 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).
(10-17) - 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).
(10-18) - 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).
(10-19) - 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).
(10-20) - 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).
(10-21) - The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-5) of the
Company's Form 10-Q for the quarter ended September 30, 2020).
(10-22) - Performance Stock Program 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).
(10-25) - Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2019 Stock and
Incentive Compensation Plan and 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, 2019).
(10-26) - 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).
(10-27) - The Procter & Gamble 2019 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 8, 2019 (Incorporated by reference to Exhibit (10-1) of the Company’s Current Report
on Form 8-K filed October 11, 2019).
(10-28) - The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions. +
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)
Inline XBRL Instance Document
101.SCH (1)
Inline XBRL Taxonomy Extension Schema Document
101.CAL (1)
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)
Inline XBRL Taxonomy Definition Linkbase Document
101.LAB (1)
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE (1)
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
(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.
The Procter & Gamble Company • 73
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 2021 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 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.
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 standard for “Revenue
from Contracts with Customers,” acquisitions, divestitures
and foreign exchange from year-over-year comparisons. We
believe this measure provides investors with a supplemental
understanding of underlying sales trends by providing sales
growth on a consistent basis.
The following tables provide a numerical reconciliation
of organic sales growth to reported net sales growth:
Quarter
Net Sales
Growth
Foreign
Exchange
Impact
Acquisition
& Divestiture
Impact/Other 2
Organic
Sales
Growth
AMJ 2021
JFM 2021
OND 2020
JAS 2020
AMJ 2020
JFM 2020
7%
5%
8%
9%
4%
5%
(3)%
(1)%
-%
1%
3%
2%
JFM 2020 – AMJ 2021 Average
-%
-%
-%
(1)%
(1)%
(1)%
4%
4%
8%
9%
6%
6%
6%
FY
Net Sales
Growth
Foreign
Exchange
Impact
Acquisition
& Divestiture
Impact/Other 1
Organic Sales
Growth
2021
7%
(1)%
-%
6%
(2) Acquisition & Divestiture Impact/Other includes the volume and mix impact
of acquisitions and divestitures and rounding impacts necessary to reconcile
net sales to organic sales.
(1) Acquisition & Divestiture Impact/Other includes the volume and mix impact
of acquisitions and divestitures and rounding impacts necessary to reconcile
Quarter
Net Sales
Growth
net sales to organic sales.
Foreign
Exchange
Impact
Acquisition
& Divestiture
Impact/Other 3
Organic
Sales
Growth
OND 2019
JAS 2019
AMJ 2019
JFM 2019
OND 2018
JAS 2018
5%
7%
4%
1%
-%
-%
1%
2%
4%
5%
4%
3%
JAS 2018 – OND 2019 Average
(1)%
(2)%
(1)%
(1)%
-%
1%
5%
7%
7%
5%
4%
4%
5%
(3) Acquisition & Divestiture Impact/Other includes the volume and mix impact
of acquisitions and divestitures, the impact from the July 1, 2018 adoption
of new accounting standards for “Revenue from Contracts with Customers”
and rounding impacts necessary to reconcile net sales to organic sales.
*Measure is used to evaluate senior management and is a factor in determining their at-risk compensation.
74 • The Procter & Gamble Company
Adjusted free cash flow and Adjusted free cash flow
productivity* Adjusted free cash flow is defined as
operating cash flow less capital spending and adjustments
for items as indicated. 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. Adjusted free cash flow productivity is defined
as the ratio of adjusted free cash flow to net earnings
excluding charges not considered part of our ongoing
operations as indicated. We view adjusted free cash
flow productivity as a useful measure to help investors
understand P&G’s ability to generate cash.
($ millions)
Operating
Cash Flow
Capital
Spending
Adjustment4
Adjusted
Free Cash
Flow
FY 2021
$18,371
$(2,787)
$225
$15,809
(4) Adjustment relates to tax payment for the transitional tax resulting from
the U.S. Tax Act.
($ millions)
Adjusted
Free Cash
Flow
Net
Earnings
Adjust-
ment5
Net Earnings
excluding
adjustments
Adjusted Free
Cash Flow
Productivity
FY 2021
$15,809
$14,352
$427
$14,779
107%
(5) Adjustment relates to charges for early debt extinguishment.
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. The following table provides a reconciliation of
diluted net earnings per share to Core EPS, including the
following reconciling items.
Charges for early debt extinguishment: During fiscal
2021, 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.
Incremental Restructuring: The Company has historically
had an ongoing level of restructuring activities. Such
activities have resulted in ongoing annual restructuring
related charges of approximately $250–$500 million
before tax. Beginning in 2012, the Company had a strategic
productivity and cost savings initiative that resulted in
incremental restructuring charges through fiscal 2020.
The adjustment to Core earnings includes only the
restructuring costs above the normal recurring level of
restructuring costs. In fiscal 2021, the Company incurred
restructuring costs within our historical ongoing level.
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.
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.
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.
Years ended June 30
Diluted net earnings per share from continuing operations
Early debt extinguishment charge
Incremental restructuring charges
Gain on dissolution of PGT Healthcare partnership
Shave Care impairment
Anti-dilutive impacts
Transitional impacts of the U.S. Tax Act
Core EPS
Core EPS growth
Currency Impact to Core Earnings
Currency neutral Core EPS
Currency neutral Core EPS growth
2021
$5.50
$0.16
-
-
-
-
-
$5.66
11%
$0.04
$5.70
11%
The Procter & Gamble Company • 75
2020
$4.96
-
$0.16
-
-
-
-
2019
$1.43
-
$0.13
$(0.13)
$3.03
$0.06
-
$5.12
$4.52
2018
$3.67
$0.09
$0.23
-
-
-
$0.23
$4.22
2017
$3.69
$0.13
$0.10
-
-
-
-
$3.92
Core EPS
AMJ 21 AMJ 20
JFM 21
JFM 20 OND 20 OND 19
JAS 20
JAS 19
AMJ 20 AMJ 19
JFM 20
JFM 19
Diluted net earnings
per share from
continuing operations
Early debt
extinguishment charge
Incremental
restructuring charges
Shave Care impairment
Anti-dilutive impacts
Rounding
Core EPS
Percentage change
vs. prior year period
$1.13
$1.07
$1.26
$1.12
$1.47
$1.41
$1.63
$1.36
$1.07
$(2.12)
$1.12
$1.04
$0.16
$0.01
$0.09
$0.05
$0.01
$0.09
$0.06
$0.05
$0.02
$0.01
$1.13
$1.16
$1.26
$1.17
$1.64
$1.42
$1.63
$1.37
$1.16
$1.10
$1.17
$1.06
(3)%
8%
15%
19%
5%
10%
$3.02
$0.14
Core EPS average growth
9%
Core EPS
OND 19
OND 18
JAS 19
JAS 18
AMJ 19
AMJ 18
JFM 19
JFM 18
$1.41
$1.22
$1.36
$1.22
$(2.12)
$0.72
$1.04
$0.95
$0.01
$0.03
$0.01
$0.03
$0.06
$0.14
$0.02
$0.04
$0.09
Diluted net earnings
per share from
continuing operations
Early debt
extinguishment charge
Incremental
restructuring charges
Gain on dissolution of PGT
Healthcare partnership
Shave Care impairment
Anti-dilutive impacts
Transitional impacts
of the U.S. Tax Act
Rounding
Core EPS
$1.42
$1.25
$1.37
Percentage change
vs. prior year period
Core EPS average growth
14%
15%
22%
$(0.14)
$0.01
$1.12
$3.02
$0.14
$1.10
17%
$(0.02)
$0.01
$0.94
$0.01
$1.06
$1.00
6%
Note — All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transactions.
76 • The Procter & Gamble Company
Board of Directors
B. Marc Allen
W. James McNerney, Jr.
Chief Strategy Officer and Senior Vice President, Strategy
and Corporate Development of The Boeing Company
(aerospace, commercial jetliners, and military defense
systems). Director since February 2021. Age 48.
Francis S. Blake
Former Chairman of the Board and Chief Executive Officer
of The Home Depot, Inc. (national retailer). Director since
2015. Also non-Executive Chairman of the Board of Delta
Airlines and Director of Macy’s, Inc. Age 72.
Angela F. Braly
Former Chair of the Board, President and Chief Executive
Officer of WellPoint, Inc. (healthcare insurance), now
known as Anthem, Inc. Director since 2009. Also a Director
of Brookfield Asset Management and ExxonMobil
Corporation. Age 60.
Amy L. Chang
Former Executive Vice President and Executive Advisor
at Cisco Systems, Inc. (networking). Founder and former
Chief Executive Officer of Accompany, Inc. (relationship
intelligence). Director since 2017. Also a Director of The
Walt Disney Company and Marqeta. Age 44.
Joseph Jimenez
Co-Founder and Managing Director of Aditum Bio (biotech
venture fund). Former Chief Executive Officer of Novartis
AG (global healthcare). Director since 2018. Also a Director
of General Motors. Age 61.
Debra L. Lee
Chair of Leading Women Defined Foundation (nonprofit
education and advocacy organization). Former Chairman
and Chief Executive Officer of BET Networks (media and
entertainment). Director since 2020. Also a Director of
Marriott International, Inc., Burberry Group plc, and AT&T,
Inc. Age 67.
Terry J. Lundgren
Operating Partner of Long-Term Private Capital (a BlackRock
private equity fund). Former Executive Chairman, Chairman
of the Board and Chief Executive Officer of Macy’s, Inc.
(national retailer). Director since 2013. Age 69.
Christine M. McCarthy
Senior Executive Vice President and Chief Financial Officer
of The Walt Disney Company (global entertainment).
Director since 2019. Age 66.
Senior Advisor at Clayton, Dubilier & Rice, LLC (private equity
investment). Former Chairman of the Board, President and
Chief Executive Officer of The Boeing Company (aerospace,
commercial jetliners and military defense systems). Director
since 2003. Age 72.
Jon R. Moeller
Vice Chairman and Chief Operating Officer of the Company.
Director since July 2021. Age 57.
Nelson Peltz
Chief Executive Officer and Founding Partner of Trian
Fund Management, L.P. (investment management) since
its formation in 2005. Director since 2018. Also a Director
of The Madison Square Garden Sports Corp., The Wendy’s
Company, Invesco Ltd., and Sysco Corporation. Age 79.
David S. Taylor
Chairman of the Board, President and Chief Executive
Officer of the Company. Director since 2015. Also a Director
of Delta Airlines. Age 63.
Margaret C. Whitman
Former Chief Executive Officer of Quibi (mobile media)
from 2018 to 2021. Former President and Chief Executive
Officer of Hewlett Packard Enterprise (multinational
information technology) and former Chairman of the Board,
President and Chief Executive Officer of the Hewlett-
Packard Company. Director since 2011, having previously
served as a Director from 2003 to 2008. Also a Director of
General Motors and Lead Edge Growth Opportunities, Ltd.
(a blank check company). Age 65.
Patricia A. Woertz
Former Chairman of the Board, President and Chief
Executive Officer of Archer Daniels Midland Company
(agricultural origination and processing). Director since
2008. Also a Director of 3M Company. Age 68.
The Board of Directors Has Four Committees:
• Audit
• Compensation & Leadership Development
• Governance & Public Responsibility
• Innovation & Technology
The Procter & Gamble Company • 77
Company Leadership
David S. Taylor
Chairman of the Board, President and Chief Executive Officer
Executive Chairman, effective November 1, 2021
Jon R. Moeller
Vice Chairman and Chief Operating Officer
President and Chief Executive Officer, effective November 1, 2021
Gary Coombe
Chief Executive Officer –
Grooming
Ma. Fatima D. Francisco
R. Alexandra Keith
Chief Executive Officer –
Baby and Feminine Care
Chief Executive Officer –
Beauty
Mary Lynn Ferguson-McHugh
Shailesh G. Jejurikar
Carolyn Tastad
Chief Executive Officer –
Family Care and New Business
Chief Executive Officer –
Fabric and Home Care
Chief Operating Officer,
effective October 1, 2021
Chief Executive Officer –
Health Care
Victor Aguilar
Henry Karamanoukian
Andre Schulten
Chief Research, Development
and Innovation Officer
President – Digital Commerce
Chief Financial Officer
Laura Becker
President – Global Business Services
Chief Legal Officer and Secretary
President – Global Walmart
and Chief Sales Officer
Deborah P. Majoras
Mindy Sherwood
Shelly McNamara
Chief Equality & Inclusion Officer
Kirti Singh
Steven D. Bishop
CEO Advisor, Health Care
Vittorio Cretella
Chief Information Officer
Jennifer Davis
President – Feminine Care
Philip J. Duncan
Chief Design Officer
Julio Nemeth
Chief Product Supply Officer
Ken Patel
Chief Ethics & Compliance Officer
and Chief Patent Counsel
Guy Persaud
President – New Business
Paul Gama
Juan Fernando Posada
President – Personal Health Care
President – Latin America
Tracey Grabowski
Matthew S. Price
Chief Human Resources Officer
President – Greater China
Virginie Helias
Marc S. Pritchard
Chief Sustainability Officer
Chief Brand Officer
Damon Jones
Chief Communications Officer
Sundar Raman
President – Home Care
and P&G Professional
Chief Analytics and Insights Officer
Markus Strobel
President – Skin & Personal Care
Magesvaran Suranjan
President – Asia Pacific,
Middle East and Africa
Loïc Tassel
President – Europe
Monica Turner
President – North America
Jasmine Xu
President – Go-to-Market, China,
Brand Operations and Brand
Functions, Greater China
As of August 1, 2021
Visit us at us.pg.com/leadership-team to learn more about P&G’s global leaders.
78 • The Procter & Gamble Company
Company and Shareholder Information
P&G’s Purpose
Shareowner Services
Registrar
We will provide branded products and
services of superior quality and value
that improve the lives of the world’s
consumers, now and for generations
to come. As a result, consumers
will reward us with leadership sales,
profit and value creation, allowing
our people, our shareholders and the
communities in which we live and
work to prosper. To learn more,
please visit www.pg.com.
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:
Brands
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
We are committed to doing what’s
right and being a good corporate
citizen. Our Citizenship efforts
are focused on Environmental
Sustainability, Equality & Inclusion
and Community Impact, with a
foundation of Ethics & Corporate
Responsibility guiding everything
we do.
P&G Online
pg.com
news.pg.com
facebook.com/proctergamble
twitter.com/proctergamble
linkedin.com/company/
procter-and-gamble
youtube.com/proctergamble
instagram.com/proctergamble
Stock Symbol
PG
Website www.shareowneronline.com
Email www.shareowneronline.com
Click Email under the
Contact Us section.
Phone Mon–Fri, 7 a.m.–7 p.m., CST
1-800-742-6253 or 1-651-450-4064
P&G Direct Stock
Purchase Plan
The Procter & Gamble Direct Stock
Purchase Plan (DSPP) is a direct
stock purchase and dividend
reinvestment plan. The DSPP is open
to current P&G shareholders as well
as new investors and is designed to
encourage long-term investment
in P&G by providing a convenient
and economical way to purchase
P&G stock and reinvest dividends.
Highlights of the plan include:
• Minimum initial investment — $250
• 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.shareowneronline.com or by
contacting EQ Shareowner Services.
Transfer Agent
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
Exchange Listings
New York Stock Exchange
Corporate Headquarters
The Procter & Gamble Company
1 P&G Plaza
Cincinnati, OH 45202-3315
Annual Meeting
The next annual meeting of
shareholders will be held on Tuesday,
October 12, 2021. A full transcript of
the meeting will be available from
P&G’s Assistant Secretary, who can be
reached at 1 P&G Plaza, Cincinnati, OH
45202-3315.
Form 10-K
Shareholders may obtain a copy of
P&G’s 2021 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,
2021. 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.
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
Recognitions and Awards
P&G’s dedication to superiority allows us to serve the world’s consumers better and
create shareholder value in the process. These recognitions demonstrate our impact
as a force for good and a force for growth.
Brands
& Innovation
Most Innovative
Companies 2021
2020 IRI New Products Pacesetter Report:
10 of the Top 25 non-food launches
Ranked #1 by retail
partners globally
#1 in Overall Performance
for 6th year
TOP
100
Most
Sustainable
Companies
2021
6 years in a row
Named to Forbes
2021 America’s Best
Employers For Diversity
Environmental
Sustainability
Equality
& Inclusion
Community
Impact
Ethics & Corporate
Responsibility
Named to the 2021
Global RepTrak® 100
2 0 2 1
Recipient of the Sesame
Workshop Corporate
Leadership Award*
I C A’S M
O
R
S
T
AM E
C
OMPA N I
S
E
2021
Ranked in Top 20
Named to Fortune
2021 Most Admired
Companies list
Logos are property of their respective owners; used with permission.
*™/© 2021 Sesame Workshop. All Rights Reserved.
Explore the digital version of
the 2021 P&G Annual Report at
www.pg.com/annualreport2021
© 2021 Procter & Gamble • 00387136