2022
Annual
Report
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
2 02 2 N E T SA LE S BY BU S I N E S S S EG M E NT 3
N/A
2022
2021 2020 2019 2018
Net Sales
$80.2
$76.1
$71.0
$67.7
$66.8
Operating Income
$17.8
$18.0
$15.7
$5.5
$13.4
Net Earnings
Attributable to P&G
Net Earnings Margin
from Continuing
Operations
Diluted Net Earnings
per Common Share
from Continuing
Operations 1
Diluted Net Earnings
per Common Share 1
Core Earnings
per Share 2
$14.7
$14.3
$13.0
$3.9
$9.8
18.4% 18.9% 18.5% 5.9% 14.8%
$5.81
$5.50 $4.96
$1.43
$3.67
$5.81
$5.50 $4.96
$1.43
$3.67
$5.81
$5.66
$5.12
$4.52 $4.22
Operating Cash Flow
$16.7
$18.4
$17.4
$15.2
$14.9
Dividends per
Common Share
$3.52
$3.24 $3.03 $2.90 $2.79
Fabric & Home Care 35%
Baby, Feminine
& Family Care
Beauty
Health Care
Grooming
25%
18%
14%
8%
2 02 2 N E T SA LE S BY G EOG R A PH IC R EG IO N
North America 4
Europe
Greater China
Asia Pacific
Latin America
India, Middle East
& Africa (IMEA)
49%
21%
10%
8%
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 74 of the Annual Report for detail on the reconciling items.
(3) These results exclude net sales in Corporate.
(4) North America includes the United States, Canada and Puerto Rico.
VARIOUS STATEMENTS IN THIS ANNUAL REPORT, including estimates, projections, objectives and expected results, are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 and are generally identified by the words “believe,” “expect,” “anticipate,” “intend,” “opportunity,” “plan,” “project,” “will,” “should,” “could,” “would,” “likely”
and similar expressions. Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results
to differ materially from the forward-looking statements, including the risks and uncertainties discussed in Item 1A – Risk Factors of the Form 10-K included
in this Annual Report. 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.
Brand names referenced in this Annual Report are trademarks of The Procter & Gamble Company or one of its subsidiaries. All other brand names are trademarks
of their respective owners.
Dear
Shareowners,
Fiscal 2022 was another very strong year as the
execution of our integrated strategies continued
to yield strong sales, earnings and cash results in
an incredibly difficult operating environment.
Your Company delivered broad-based and strong
top-line growth across our categories and regions,
earnings growth in the face of significant cost
headwinds, and continued strong cash return to
you, P&G’s shareowners.
JON R . MOE LLE R
Chairman of the Board,
President and Chief Executive Officer
For the fiscal year, organic sales grew 7%, core earnings
combinations held or grew share for the year.
per share grew 3%, currency-neutral core earnings
Importantly, this share growth is broad based. Nine
per share were up 5%, and adjusted free cash flow
productivity was 93%.
of 10 product categories grew share globally over
the past year.
Organic sales growth of 7% continues our strong top-
Our bottom-line results include over $3 billion of
line momentum, which is up 13% on a two-year stack
earnings headwinds from commodities, freight and
(across fiscal years 2021 and 2022) and up 19% on a
foreign exchange. Despite this, we delivered core EPS
three-year stack (across fiscal years 2020, 2021 and 2022).
growth within our initial guidance range for the year.
Growth this fiscal year was broad-based across business
We returned nearly $19 billion of value to shareowners
units, with all 10 of our categories growing organic
through $8.8 billion in dividends and $10 billion in share
sales. Personal Health Care grew 20%. Fabric Care and
repurchase. In April, we announced a 5% increase in our
Feminine Care grew double digits. Baby Care was up
dividend. This is the 66th consecutive annual dividend
high single digits. Oral Care and Grooming were up
increase, and the 132nd consecutive year in which P&G
mid-single digits. Hair Care, Home Care, Skin & Personal
has paid a dividend. Only seven U.S. publicly traded
Care and Family Care each grew low single digits.
companies have paid a dividend in more consecutive
Focus markets grew 5% and Enterprise markets
were up 10%.
We delivered strong results in our largest and most
profitable market, the United States, with organic
sales growing 8%.
E-commerce sales increased 11%, representing 14%
of total Company sales.
years than P&G, and only three are recognized to have
increased their dividend in more consecutive years
than P&G.
In summary, we met or exceeded each of our going-in
target ranges for the fiscal year — organic sales growth,
core EPS growth, free cash flow productivity and cash
returned to shareowners. This is strong performance
in very difficult operating conditions.
Global aggregate market share increased 50 basis
points, and 38 of our top 50 category/country
Integrated Strategic Choices
+7% +3% 93%
P&G employees have delivered great results over
the past four years in a very challenging macro
environment against very capable competition. In
those four years, P&G people have added more than
$13 billion in annual sales and roughly $5 billion in
after-tax profit — executing our integrated strategies
with excellence.
Organic Sales
Core EPS
Adjusted Free
The progress we have made, and our collective
Growth
Growth
Cash Flow
commitment to our strategies, give me confidence we
Productivity
can manage through the challenges we will continue
ii • The Procter & Gamble Company
to face. Still, we are clear-eyed about the trials ahead.
The operational, cost and currency challenges we dealt
with over the last two years will continue in fiscal year
2023, and we begin the new fiscal year with consumers
facing inflation levels not seen in the last 40 years.
The best response to the uncertainties and
challenges — double down on the integrated set of
strategies that are delivering very strong results.
We are focused on delighting and serving consumers,
customers, society and shareowners through five
strategic and integrated choices: a portfolio of daily-
use products in categories where performance drives
brand choice; superiority across product, package,
brand communication, retail execution and value;
productivity in everything we do; constructive
disruption across the value chain; and an agile,
accountable and empowered organization.
These are not independent strategic choices. They
reinforce and build on each other, and when executed
well, they lead to balanced top- and bottom-line
growth and value creation. There is still meaningful
opportunity for improvement and leverage in every
facet of this strategy, and we continue to work to
A Portfolio of Superior,
Daily-Use Products
P&G has a focused portfolio of daily-use products
— many providing cleaning, health and hygiene
benefits — in 10 categories where performance drives
brand choice: Fabric Care, Home Care, Baby Care,
Feminine Care, Family Care, Hair Care, Skin & Personal
Care, Oral Care, Personal Health Care and Grooming.
We know how to win in these categories — by delivering
irresistibly superior propositions to our consumers
and retail partners across product performance,
packaging, brand communication, retail execution
and value. Continued investment in these five vectors
of superiority is critical to drive sustainable business
growth. Even when our costs are rising sharply, we
will not diverge from this strategy, especially when
consumers are ever more focused on the performance
and value of the brands they choose.
Superiority to Win
with Consumers
strengthen our execution of these choices.
We continue to raise the bar on all aspects of superiority
— product, package, brand communication, retail
execution and value — in all price tiers where we compete.
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
We are leveraging this superiority to grow markets,
and P&G’s share in them, as a way to sustainably build
the business. Creating new business is powerful with
our retail partners as we work to jointly create value.
Superiority is especially critical in an inflationary
environment. As consumers face increased pressure
on nearly every aspect of their household budgets,
we invest to deliver truly superior value through a
combination of price and product performance to
earn their loyalty every day. We are committed to keep
investing to strengthen the superiority of our brands
across innovation, supply chains and brand equity to
deliver superior value for consumers.
Ongoing Productivity
The strategic need for investment to strengthen the
long-term health and competitiveness of our brands,
the short-term need to manage through significant
cost increases, and the ongoing need to drive balanced
top- and bottom-line growth, including margin
expansion, underscore the importance of productivity.
We have developed a strong productivity muscle
over the last decade as we delivered two $10 billion
savings programs. Productivity is part of our DNA
now, which will help us address some of the challenges
we face. We remain fully committed to cost and cash
productivity in all facets of our business. No area of cost
is left untouched.
For example, as COVID-19 supply chain challenges ease
and we reach a better balance of supply and demand,
we will have an increased opportunity to implement
cost savings projects in our manufacturing operations.
As we leverage digital tools and automation, there
will be more opportunities to focus employees on the
higher-order work of serving consumers. And, as we
continue to integrate data and analytics and artificial
intelligence, brand teams will be working to make
our marketing investments even more efficient and
effective to deliver improved demand creation at equal
or lower cost.
Each business is driving productivity up and down
their income statement and across their balance sheet,
and we remain fully committed to productivity as a
core driver of balanced top- and bottom-line growth
and strong cash generation. We cannot let up here.
Productivity will remain a significant part of our work,
especially now.
Measures of Superiority
PRODUC T
Products so good, consumers
recognize the difference.
Superior products raise
expectations for performance
in the category.
PACK AG ING
Packaging that attracts
consumers, conveys brand
equity, helps consumers
select the best product for
their needs, and delights
consumers during use.
BR AND COMMUNIC ATION
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.
RETAIL E XECUTION
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.
CON SUME R &
CUSTOM E R VALU 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.
PRODUC T
PACK AG ING
An upgraded formula and unique packaging made Dawn
We have now introduced a plastic-free package for many
EZ-Squeeze in the U.S. and Fairy Max Power in Europe stand-
Gillette and Venus products in every P&G region globally.
out products in fiscal 2022. The inverted bottle, no-flip cap
It delights consumers as it is easier to open, read and select
and self-sealing valve allow for easy one-handed use of
at shelf, and fully recyclable. We estimate this superior
every drop of soap.
These products contributed to mid-single digit hand dish
package could save the plastic equivalent of 85 million
water bottles per year when fully launched.*
global category growth and enabled additional distribution
In North America, one of the first regions where we launched,
and shelf space across multiple markets and retailers.
this innovation contributed to high single digit organic sales
During fiscal 2022, they contributed to Dawn’s mid-single
growth for P&G’s Grooming category in fiscal 2022, and globally
digit organic sales growth and grew the brand’s global
helped to grow Grooming’s value share by over one point.
value share by nearly one point.
*Based on FY20 sales
RETAIL E XECUTION
CON SUME R &
CUSTOM E R VALU E
Nervive is a nerve care product launched in North America
Tide and Ariel offer a superior value equation. For consumers,
in fiscal 2022, helping to establish the nerve care category
our enhanced formula enables superior cleaning performance
in that region after many successful years in Europe with
in cold water, creating energy savings and avoiding rewashing
Neurobion, a brand acquired with Merck in 2018.
Eye-level brand blocks on-shelf and displays at top retailers
grew sales by more than 40% where executed, and strong
online content and search strategy supported e-commerce
which may be necessary with less effective detergents. By
reducing the energy required to heat water in the laundry
process and improving garment life spans, consumers also
see sustainability benefits.
growth. As a result, Nervive contributed to Personal Health
For customers, innovations like Tide Power PODS help drive
Care organic sales growth of 20% in fiscal 2022.
category growth. In fiscal 2022, unit dose detergent grew
organic sales in the low teens globally, with growth in every
region, contributing to P&G’s double digit growth in the
Fabric Care category.
BR AND COMMUNIC ATION
A witty ‘edu-tainment’ campaign with celebrities and
influencers reached millions of consumers across a range
of digital and broadcast platforms. The campaign delivered
a humorous approach to tampon and period education
appealing to Gen Z and Millennial audiences.
This campaign contributed to double digit organic sales
growth for global Feminine Care in fiscal 2022, with value
share up over one point.
Read more about
superiority at pg.com/
annualreport2022
The Procter & Gamble Company • v
A Constructive
Disruption Mindset
Success in our highly competitive industry
also requires agility that comes with a mindset
of constructive disruption — a willingness to
change, adapt and create new trends and
technologies that will shape our industry
for the future. A mindset of constructive
disruption is even more important in this
challenging environment.
A good example of constructive disruption
in a category is Dawn Powerwash Dish
Spray, which addresses the changing habit of
washing dishes as you go instead of waiting
until the end of a meal. The product enables
direct application of activated suds to dishes
to speed up the entire process, saving people
not only time but also water.
Another example is how we continue to
reinvent brand building, including how
we reach consumers more effectively and
efficiently. Pampers, our largest and most
global brand, is relatively unique in that
its primary audience is narrow: parents of
children at diapering age. To reach these
parents more precisely, Pampers created the
Pampers Rewards app so parents can receive
helpful information, tips, deals and rewards.
With this app, Pampers was able to build
smart audiences to reach parents at different
stages — like newborns, crawling and potty
training — with more precise advertising
specifically designed for each media platform,
increasing the brand’s reach, effectiveness
and efficiency, while driving cost savings.
Success in our highly competitive industry
requires the agility that comes with a
mindset of constructive disruption —
Lean
Innovation
Brand
Building
Supply
Chain
Digitization
& Data
Analytics
vi • The Procter & Gamble Company
An Empowered, Agile and
Accountable Organization
We strive for an empowered, agile and accountable
organization with little overlap or redundancy —
flowing to new demands and seamlessly supporting
each other, through a culture of equality and inclusion,
to deliver against our priorities around the world.
We continue to believe that this structure — with the
SBUs squarely concentrated on Focus Markets and
managing Enterprise Markets as a separate operating
unit — is the best way to navigate successfully through
the increasingly dynamic world in which we live.
Strengthening Our Strategy
One of the most important things about our strategy
P&G is organized around five industry-based
— portfolio, superiority, productivity, constructive
sector business units (SBUs). These five sectors
disruption, and an empowered, agile and accountable
manage our 10 product categories, with full sales,
organization — is that it is inherently dynamic, not static.
profit, cash and value creation responsibility for our
It requires being responsive to changing consumer
largest and most profitable markets — called Focus
needs and habits. It demands we serve evolving
Markets — accounting for about 80% of Company
customer needs in rapidly transforming channels.
sales and about 90% of after-tax profit.
Going forward, we have identified four areas to be
Enterprise Markets, which represent the rest of the
even more deliberate and intentional about pursuing
world, are a separate unit with sales, profit and value
to further strengthen the execution of our strategy.
creation responsibility. Over the last several years,
we have been growing both top and bottom line in
nearly all of these markets, which are important to
the future of P&G.
The first is Supply. We are improving our supply chain
capacity, agility, cost efficiency and resilience for a new
reality and a new age. The capability investments we
made prior to COVID-19 to improve our manufacturing
The best proof that this organization design is working
and distribution networks in the U.S. and Europe
is the growth of our largest and most profitable market,
helped us to manage through the last few years with
North America, whose growth has accelerated since
relatively few prolonged issues. We are already making
we put this design in place. Organic sales in North
the next round of investments needed to ensure
America have increased from an average of +2% the
we have multiple qualified suppliers for key inputs,
three years prior to the design change to +8% in the
sufficient manufacturing capacity to satisfy growing
three years since.
demand and flexibility to meet the changing needs
This structure, and its resulting organizational speed
of all types of retailers.
and focus, has also allowed us to manage through
The second area is Environmental Sustainability.
the challenges and headwinds we are experiencing.
We are integrating sustainability into our product,
Operating through five industry-
based Sector Business Units
Providing greater clarity on
responsibilities and reporting lines
packaging and supply chain innovation work to develop
irresistibly superior offerings for consumers that are
better for the environment. For example, our new
cardboard packaging on Gillette razors reduces plastic
packaging and offers a noticeably superior experience
for consumers at the first and second moments of
truth. Another example is our new fully recyclable
paper packaging on our premium Always Cotton
Protection pads recently launched in Germany. One
more example is cold-water washing with Tide and
Ariel. When people turn their wash cycles to cold, they
can save up to 90% of the energy used on every load
Strengthening leadership
of laundry, while saving money. They also get greater
accountability
satisfaction because their colors look brighter, and their
clothes look newer longer. Better for the consumer,
better for our planet.
Enabling P&G people to accelerate
Third, we are increasing our Digital Acumen to drive
growth and value creation
consumer and customer preference, reduce cost and
enable rapid and efficient decision making. Increased
digitization of our manufacturing lines, more use
of artificial intelligence and more use of blockchain
technology are not ends unto themselves. They are
tools we can use to delight consumers and customers.
Fourth, a Superior Employee Value Equation for all
gender identities, races, ethnicities, sexual orientations,
ages, and abilities — for all roles — to ensure we
continue to attract, retain and develop the best talent.
By definition, this must include equality. To deliver
a superior employee value equation, there must be
something in it for everyone.
These are not new or separate strategies. They are
necessary elements of focus in continuing to build
superiority, in reducing cost to enable investment and
value creation, and in strengthening our organization.
They are part of the constructive disruption we must
continue to lead.
Meeting Consumer, Customer,
Employee, Societal and
Investor Needs
The Procter & Gamble Company • vii
Citizenship
Community
Impact
Equality
& Inclusion
Environmental
Sustainability
Ethics & Corporate
Responsibility
For more about our work in all these
areas, visit our ESG for Investors website
at pginvestor.com/esg and read our latest
Citizenship report at pg.com/citizenship.
As I shared earlier, our consumers increasingly rely on
In the ever more complex world we live in, it is not
us to deliver superior solutions that are sustainable.
just top and bottom line that must be delivered
Our world requires that we do our part in this regard.
and balanced. We must endeavor to deliver against
This challenge is also an opportunity to extend our
the needs of an increasing number of constituents.
margin of superiority, further grow categories, and
This is especially true in our efforts in Environmental,
create more value, all while improving our own
Social and Governance (ESG), where consumer,
environmental impact, enabling consumers to
customer, employee, society and shareowner
reduce their footprint, and helping society solve
expectations are growing.
some of the most pressing global challenges.
At P&G,
we aim to
be a force
for growth
and a force
for good.
viii • The Procter & Gamble Company
Our Community Impact work helps improve lives
for people in difficult times by providing clean water
and donations of product, time and money to those
affected by natural disasters and crises around the
world. It is also part of what employees are proud
of and value in P&G. The ability to do good for the
communities we live and work in also helps us
attract and retain the best talent.
We know we increase our chances of winning when
we have an equal, diverse and inclusive culture that
gives life to the best thoughts and ideas — a culture
where everyone can succeed and is able to be their best.
Externally, we support equality and inclusion efforts
with our business partners and in the communities
where we live and work because it is not only the right
thing to do, but it also can improve income and wealth
equity for more people, creating more purchasing
power, which drives market growth.
Our foundation is our Purpose, Values and Principles,
which set a high standard for each P&G person. High
standards are good. They require that we hold ourselves
Looking Forward
and each other accountable for results and, equally
The integrated strategies we have outlined here
important, for how we achieve those results. Last
were delivering strong results before the pandemic.
year, we added an ESG factor to our annual incentive
They served us well during the more recent volatile
compensation program for our senior executives as
a demonstration of our commitment to near-term
progress toward our long-term ESG goals.
Serving and balancing the needs of consumers,
customers, employees, society and shareowners
will not be easy, but it is necessary — and those
that do it best, as I expect we will, should thrive.
times. They remain the right strategic choices to drive
balanced growth and value creation. We endeavor
to step forward into the challenges we face, not back,
growing through near-term challenges, while serving
consumers and communities. We are doing this in
our interest, in society’s interest and in the interest
of our long-term shareowners.
Confidence in our future success is rooted in my
confidence in P&G people. Every day, P&G people
demonstrate their commitment to our Purpose,
Values and Principles, their high motivation to win,
their personal accountability to winning results,
and their strong focus on sustained excellence in
everything they do — serving consumers, serving
customers and delivering for shareowners.
JON R. MOELLER
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, 2022
OR
Cin
cin
One
nati
513
Pro
cter
&
Ga
mbl
e
Pla
za
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
983
-
31-
110
OH
041
0
198
0
Title of each class
Common Stock, without Par Value
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
0.110% Notes due 2026
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
0.350% Notes due 2030
0.230% Notes due 2031
5.250% GBP Notes due January 2033
1.875% Notes due 2038
0.900% Notes due 2041
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
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Trading Symbol
PG
PG22B
PG23A
PG24A
PG24B
PG25
PG26D
PG27A
PG28
PG29B
PG29A
PG30
PG30C
PG31A
PG33
PG38
PG41
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filed," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule
12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
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 No 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 No TRUE
The aggregate market value of the voting stock held by non-affiliates amounted to $392 billion on December 31, 2021.
There were 2,389,553,883 shares of Common Stock outstanding as of July 31, 2022.
Documents Incorporated by Reference
Portions of the Proxy Statement for the 2022 Annual Meeting of Shareholders, which will be filed within one hundred and twenty days of the fiscal year ended
June 30, 2022 (2022 Proxy Statement), are incorporated by reference into Part III of this report to the extent described herein.
FORM 10-K TABLE OF CONTENTS
PART I
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosure
Properties
Legal Proceedings
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases 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
Item 8.
Financial Statements and Supplementary Data
Management's Report and Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Note 2: Segment Information
Note 3: Supplemental Financial Information
Note 4: Goodwill and Intangible Assets
Note 5: Income Taxes
Note 6: Earnings Per Share
Note 7: Stock-based Compensation
Note 8: Postretirement Benefits and Employee Stock Ownership Plan
Note 9: Risk Management Activities and Fair Value Measurements
Note 10: Short-term and Long-term Debt
Note 11: Accumulated Other Comprehensive Income/(Loss)
Note 12: Leases
Note 13: Commitments and Contingencies
PART III
PART IV
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
Exhibit Index
Matters
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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 approximately 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
indicates
Unless
Financial Statements.
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. Reports can also be accessed
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 approximately 180 countries and territories through
numerous channels as well as direct-to-consumer. Our
growth strategy is to deliver meaningful and noticeable
superiority across five key vectors of our consumer
proposition
- product performance, packaging, brand
communication, retail execution and consumer and customer
value. We use our research and development (R&D) and
to provide superior products and
consumer
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 vectors, we provide superior value to
insights
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.
Our
customers
Key Customers.
include mass
merchandisers, e-commerce (including social commerce)
channels, 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.
Sales
represent
approximately 15% of our total sales in 2022, 2021 and
2020. No other customer represents more than 10% of our
ten customers accounted for
total sales.
approximately 39% of our total sales in 2022, 39% in 2021
and 38% in 2020.
its affiliates
to Walmart
Inc. and
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. 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
position.
We support our products with advertising,
promotions and other marketing vehicles to build awareness
The Procter & Gamble Company 1
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
(OSHA),
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.
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 and other sustainability-related matters, non-
financial reporting and diligence, labor and employment,
trade, 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.
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 government regulations, including current
environmental regulations, will have a material effect on our
total capital expenditures, earnings or competitive position in
fiscal year 2023 as compared to prior periods.
Human Capital. Our employees are a key source of
competitive advantage. Their actions, guided by our
Purpose, Values and Principles (PVPs), are critical to the
long-term success of our business. 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.
Our Board of Directors, through the Compensation and
Leadership Development Committee (C&LD Committee),
provides oversight of the Company’s policies and strategies
relating to talent including diversity, equality and inclusion
as well as the Company’s compensation principles and
practices. The C&LD Committee also evaluates and
approves the Company’s compensation plans, policies and
programs applicable to our senior executives.
Employees
As of June 30, 2022, the Company had approximately
106,000 employees, an increase of five 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. 49% of our employees are in
manufacturing roles and 26% of our employees are located
in the United States. 41% of our global employees are
women. As of June 30, 2022, 28% of our U.S. employees
identify as multicultural.
Training and Development
We focus on attracting, developing and retaining skilled and
diverse talent, both from universities and the broader market.
We recruit from among the best universities across 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 experiences, training programs
and skill development opportunities. Given our develop-
from-within model for staffing most of our senior leadership
positions, it is particularly important for us to ensure holistic
growth and full engagement of our employees.
Diversity, Equality and Inclusion
As a consumer products company, we believe that it is
important for our workforce to reflect the diversity of our
consumers worldwide. We also seek to foster an inclusive
work environment where each individual can bring their
authentic 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. Within the U.S. workforce, our aspiration
is to achieve 40% multicultural representation overall as well
as at management and leadership levels.
Compensation and Benefits
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
incentive
programs. 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.
Sustainability. Environmental sustainability is a key focus
area and integrated into P&G’s business strategies. The
Company has declared its focus on developing irresistibly
superior products and packages that are sustainable. The
Company announced an ambition to reduce greenhouse gas
emissions, purchase renewable electricity for our operations,
reduce our use of virgin petroleum-based plastic in our
packaging, increase the recyclability or reusability of our
packaging and increase responsible sourcing of key forest-
based commodities such as wood pulp and palm oil.
short-term and
long-term
2 The Procter & Gamble Company
can
Additional detailed information on our sustainability efforts
including our TCFD (Task Force on Climate-Related
Financial Disclosures), SASB (Sustainability Accounting
Standards Board) and CDP (Carbon Disclosure Project)
reports
at
https://pginvestor.com/esg. References to our sustainability
reports and website are for informational purposes only and
neither the sustainability reports nor the other information on
our website is incorporated by reference into this Annual
Report on Form 10-K.
Item 1A. Risk Factors.
our website
found
on
be
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
inherently
Forward-looking statements are
by
uncertain, and investors must recognize that events could
significantly differ from our expectations.
law.
or
financial
This
future
information should be
The following discussion of “risk factors”
identifies
significant factors that may adversely affect our business,
financial
operations,
position
performance.
in
read
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.
MACROECONOMIC CONDITIONS AND RELATED
FINANCIAL RISKS
Our business is subject to numerous risks as a result of
having significant operations and sales in international
markets,
fluctuations,
currency exchange or pricing controls and localized
volatility.
including
currency
foreign
We are a global company, with operations in approximately
70 countries and products sold in approximately 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.
impact our
those markets, negatively
dollars)
competitiveness in those markets or otherwise adversely
in
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, Turkey, Argentina and Egypt. 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
countries or regions,
instability or
upheaval or acts of war (such as the Russia-Ukraine War)
and the related government and other entity responses, broad
economic instability or sovereign risk related to a default by
or deterioration in the creditworthiness of local governments,
particularly in emerging markets.
including political
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.
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, recession or inflationary pressures in
the general economy; reduced market growth rates; tighter
credit markets for our suppliers, vendors or customers; a
significant shift in government policies; significant social
unrest; the deterioration of economic relations between
countries or regions, including potential negative consumer
sentiment toward non-local products or sources; or the
inability to conduct day-to-day transactions through our
financial intermediaries to pay funds to or collect funds from
our customers, vendors and suppliers. Additionally, 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.
that
The Procter & Gamble Company 3
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.
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,
payment and supply chain finance 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 or the cash flows of our
customers and vendors.
Changing political conditions could adversely impact our
business and financial results.
create
uncertainty
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,
sanctions or other political processes in certain markets in
which our products are manufactured, sold or distributed
existing
could
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
trade barriers and market
contraction, could adversely affect the Company’s results of
operations and cash flows.
regarding
increased
tariffs,
how
The war between Russia and Ukraine has adversely
impacted and could continue to adversely impact our
business and financial results.
the Company
The war between Russia and Ukraine has negatively
impacted, and the situation it generates may continue to
negatively impact, our operations. Beginning in March
its product portfolio,
reduced
2022,
discontinued new capital investments and suspended media,
advertising and promotional activity in Russia. Future
impacts to the Company are difficult to predict due to the
high level of uncertainty as to how the overall situation will
evolve. Within Ukraine, there is a possibility of physical
damage and destruction of our two manufacturing facilities,
our distribution centers or those of our customers. We may
not be able to operate our manufacturing sites and source
raw materials from our suppliers or ship finished products to
our customers. Within Russia, we may reduce further or
discontinue our operations due to sanctions and export
controls and counter-sanctions, monetary, currency or
to financial
payment controls, restrictions on access
institutions, supply and transportation challenges or other
circumstances and considerations. Ultimately, these could
result in loss of assets or impairments of our manufacturing
plants and fixed assets or write-downs of other operating
assets and working capital.
The war between Russia and Ukraine could also amplify or
affect the other risk factors set forth in this Part I, Item 1A,
including, but not limited to, foreign exchange volatility,
disruptions to the financial and credit markets, energy supply
and supply chain disruptions,
increased risks of an
information security or operational technology incident, cost
fluctuations and commodity cost increases and increased
costs to ensure compliance with global and local laws and
regulations. The occurrence of any of these risks, combined
with the increased impact from the war between Russia and
Ukraine, could adversely impact our business and financial
results.
More broadly, there could be additional negative impacts to
our net sales, earnings and cash flows should the situation
worsen, including, among other potential impacts, economic
recessions in certain neighboring countries or globally due to
inflationary pressures, energy and supply chain cost
increases or the geographic proximity of the war relative to
the rest of Europe.
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 or
those of our suppliers, 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.
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
4 The Procter & Gamble Company
labor,
(including
transportation
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.
in
ongoing
pressures
The consumer products industry is highly competitive.
Across all of our categories, we compete against a wide
variety of global and local competitors. As a result, we
experience
the
competitive
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.
stores, department
We sell most of our products via retail customers, which
include mass merchandisers, e-commerce (including social
commerce) channels, grocery stores, membership club
stores, drug
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
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
and profitability
targets.
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
changing
foundation of our
consumer perceptions of
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
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. While the Company has
many programs and initiatives to further these goals, our
ability to achieve these goals is impacted in part by the
actions and efforts of third parties including local and other
governmental authorities, suppliers, vendors and customers.
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
The Procter & Gamble Company 5
Company and these third parties could adversely impact our
operations and financial results. Additionally, while we have
policies and procedures for managing these relationships,
they inherently involve a lesser degree of control over
business operations, governance and compliance, thereby
potentially increasing our financial, legal, reputational and
operational risk.
information security or operational
A significant
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.
information and operational
We rely extensively on
(IT/OT) systems, networks and services,
technology
including internet and intranet sites, data hosting and
processing facilities and technologies, physical security
systems and other hardware, software and
technical
applications and platforms, many of which are managed,
hosted, provided and/or used by third parties or their
vendors, to assist in conducting our business. The various
uses of these IT/OT systems, networks and services include,
but are not limited to:
•
•
•
• marketing and selling products to consumers;
•
ordering and managing materials from suppliers;
converting materials to finished products;
shipping products to customers;
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 General Data Protection Regulation (GDPR),
residents of California covered by the California
Consumer Privacy Act (CCPA), citizens of China
covered by the Personal Information Protection Law
(PIPL) and citizens of Brazil covered by the General
Personal Data Protection Law (LGPD);
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.
threats,
Numerous and evolving
including advanced persistent cybersecurity threats, pose a
information security
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
difficulties
implementing adequate
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.
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
incidents or employee error or
breaches,
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
reputational, competitive, operational,
be exposed
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
6 The Procter & Gamble Company
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
integrity and loss issues. The costs and operational
consequences of responding
items and
implementing remediation measures could be significant and
could adversely impact our results of operations and cash
flows.
the above
to
Periods of disruption that limit the ability to access the
financial markets or which increase the cost of liquidity;
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
staffing operations,
customers
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
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.
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 as a result of the COVID-19 virus,
the threat of the virus or the emergence of any variants.
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;
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 emergence of variants
may continue to occur across regions and countries where
we operate, leading to varied government responses and the
potential for decreased vaccine effectiveness, resulting in
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,
maintain and enforce necessary
intellectual property
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 and increasingly more restrictive
privacy requirements. We must also successfully respond to
technological advances made by, and intellectual property
rights granted 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.
The Procter & Gamble Company 7
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
improvements and ongoing
manage productivity
organizational change, including attracting and retaining
key talent as part of our overall succession planning.
assume
financial projections
Our
certain ongoing
productivity improvements and cost savings, including
staffing adjustments and 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.
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.
Our success depends on
identifying, developing and
retaining key employees to provide uninterrupted leadership
and direction for our business. This includes developing and
retaining organizational capabilities in key growth markets
where the depth of skilled or experienced employees may be
limited and competition for these resources is intense as well
as continuing the development and execution of robust
leadership succession plans.
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.
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
composition or
liability, product
property, product
formulation, packaging content or corporate responsibility
after
and
competition, privacy, data protection, environmental
(including increasing focus on the climate, water and waste
impacts of consumer packaged goods companies' operations
consumer purchase, marketing,
antitrust
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 (ESG)
matters, 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,
proceedings 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 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
closely divided U.S. Congress,
impact could
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 approximately
8 The Procter & Gamble Company
product
liability,
advertising,
Item 3. Legal Proceedings.
The Company is subject, from time to time, to certain legal
proceedings and claims arising out of our business, which
cover a wide range of matters, including antitrust and trade
regulation,
contracts,
environmental issues, patent and trademark matters, labor
and employment matters and tax. In addition, SEC
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.
140 member countries of the expanded Organisation for
Economic Co-operation and Development (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, as proposed,
would likely impact a large portion of multinational
businesses by potentially redefining jurisdictional taxation
in market countries and establishing a global
rights
minimum tax. Recent pronouncements related to this project
suggest an implementation of the proposed 15% global
minimum
Continued
negotiations on important details of this project are ongoing,
and ultimate enactment and timing in the EU, US and other
jurisdictions remains uncertain.
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.
to mid-term.
the near
tax
in
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.
tax amounts
recorded
from
the
Item 1B. Unresolved Staff Comments.
None.
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 81 manufacturing sites in 35 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 17; Health
Care products at 20; Fabric & Home Care products at 38;
and Baby, Feminine & Family Care products 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.
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 5, 2022, are:
Name
Jon R. Moeller
Position
Age
First Elected to
Officer Position
Chairman of the Board, President and Chief Executive
Officer
Shailesh Jejurikar
Chief Operating Officer
Andre Schulten
Chief Financial Officer
Gary A. Coombe
Chief Executive Officer - Grooming
Jennifer L. Davis
Chief Executive Officer - Health Care
Ma. Fatima D. Francisco
Chief Executive Officer - Baby, Feminine and Family Care
and Executive Sponsor for Gender Equality
R. Alexandra Keith
Chief Executive Officer - Beauty and Executive Sponsor for
Corporate Sustainability
Sundar Raman
Chief Executive Officer - Fabric and Home Care
Victor Aguilar
Chief Research, Development and Innovation Officer
M. Tracey Grabowski
Chief Human Resources Officer
Marc S. Pritchard
Chief Brand Officer
Susan Street Whaley
Chief Legal Officer and Secretary
58
55
51
58
51
54
54
47
55
54
62
48
2009 (1)
2018 (2)
2021 (3)
2014 (4)
2022 (5)
2018 (6)
2017 (7)
2021 (8)
2020 (9)
2018 (10)
2008 ( )
2022 (11)
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 President and Chief Executive Officer (2021 - 2022), 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).
(2) Mr. Jejurikar previously served as Chief Executive Officer - Fabric and Home Care (2019 - 2021), President - Global Fabric, Home Care and P&G
Professional (2018 - 2019), and President - Global Fabric Care and Brand-Building Officer Global Fabric & Home Care (2015 - 2018).
(3) 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).
(4) Mr. Coombe previously served as President - Europe Selling & Market Operations (2014 - 2018).
(5) Ms. Davis previously served as President - Feminine Care (2019 - 2022), President - Global Feminine Care (2018 - 2019), and Vice President - Feminine
Care, North America and Brand Franchise Leader, Tampax (2016 - 2018).
(6) Ms. Francisco previously served as Chief Executive Officer - Baby and Feminine Care (2019 - 2021), President - Global Baby Care and Baby & Feminine
Care Sector (2018 - 2019), and President - Global Feminine Care (2015 - 2018).
(7) Ms. Keith previously served as Chief Executive Officer - Beauty (2017 - 2022).
(8) Mr. Raman previously served as President–Home Care and P&G Professional (2020 - 2021), President - Fabric Care, North America and P&G
Professional (2019 - 2020), and Vice President - Fabric Care, North America (2015 - 2019).
(9) Mr. Aguilar previously served as Senior Vice President - Research & Development, Corporate Function Research & Development (2020), Senior Vice
President - Research & Development, Corporate Function Research & Development and Global Fabric Care (2019), and Senior Vice President - Research
& Development Global Fabric Care; and Sector Leader, Research & Development Global Fabric and Home Care (2014 - 2019).
(10) Ms. Grabowski previously served as Senior Vice President - Human Resources, North America Selling and Market Operations (2015 - 2018).
(11) Ms. Whaley previously served as Senior Vice President and General Counsel - North America, Practice Groups and Sector Business Units (2019 - 2022),
and Vice President and General Counsel - North America, Global Go-To-Market and Practice Groups, and Global Business Units (2016 - 2019).
10 The Procter & Gamble Company
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
ISSUER PURCHASES OF EQUITY SECURITIES
Period
4/1/2022 - 4/30/2022
5/1/2022 - 5/31/2022
6/1/2022 - 6/30/2022
Total
Total Number of
Shares Purchased (1)
3,772,818
—
5,319,017
9,091,835
Average Price Paid
per Share (2)
$159.03
—
140.93
$148.44
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (3)
3,772,818
—
4,620,153
8,392,971
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, 2022, the Company stated that in fiscal year 2022 the Company expected to reduce outstanding shares through direct share
repurchases at a value of approximately $10 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 debt. The total value of the shares purchased under the share repurchase
plan was $10 billion. The share repurchase plan ended on June 30, 2022.
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 132 consecutive years since its incorporation in 1890 and has increased its dividend for 66
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.
(in dollars; split-adjusted)
Dividends per share
1956
0.01
$
1962
0.02
$
1972
0.05
1982
0.13
1992
0.26
2002
0.76
$
2012
2.14
$
$
$
2022
3.52
$
$
The Procter & Gamble Company 11
Common Stock Information
P&G trades on the New York Stock Exchange under the stock symbol PG. As of June 30, 2022, there were approximately 5
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,
2022, 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, 2017, 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
2017
2018
2019
2020
2021
2022
$
100 $
100
100
93 $
114
96
134 $
126
112
150 $
136
116
174 $
191
143
189
171
152
12 The Procter & Gamble Company
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
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 (including the Russia-
Ukraine 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 maintain key
liability, product
customer relationships; (9) the ability to protect our
reputation and brand equity by successfully managing real or
perceived issues, including concerns about safety, quality,
ingredients, efficacy, packaging content, supply chain
practices or similar matters that may arise; (10) the ability to
successfully manage the financial, legal, reputational and
operational risk associated with third-party relationships,
such as our suppliers, contract manufacturers, distributors,
contractors and external business partners; (11) the ability to
rely on and maintain key company and
third-party
information and operational technology systems, networks
and services and maintain the security and functionality of
such systems, networks and services and the data contained
therein; (12) the ability to successfully manage uncertainties
to changing political conditions and potential
related
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
and packaging
composition, intellectual property, labor and employment,
antitrust, privacy and data protection, tax, the environment,
due diligence, risk oversight, 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; (15) the ability to
successfully manage our ongoing acquisition, divestiture and
joint venture activities, in each case to achieve the
Company’s overall business
financial
objectives, without impacting the delivery of base business
objectives;
to successfully achieve
productivity improvements and cost savings and manage
ongoing
successfully
identifying, developing and retaining key employees,
including in key growth markets where the availability of
skilled or experienced employees may be limited; (17) the
ability to successfully manage the demand, supply and
operational challenges, as well as governmental responses or
mandates, associated with a disease outbreak, including
epidemics, pandemics or similar widespread public health
concerns (including COVID-19); (18) the ability to manage
the uncertainties, sanctions and economic effects from the
war between Russia and Ukraine; and (19) the ability to
reducing our
successfully achieve our ambition of
greenhouse gas emissions and delivering progress towards
our environmental sustainability priorities. 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.
Purpose, Approach and Non-GAAP Measures
changes while
organizational
the ability
strategy
(16)
and
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,
The Procter & Gamble Company 13
Summary of 2022 Results
and should be read in conjunction with, our Consolidated
Financial Statements and accompanying Notes. The MD&A
is organized in the following sections:
• Overview
•
• Economic Conditions and Uncertainties
• Results of Operations
•
Segment Results
• Cash Flow, Financial Condition and Liquidity
•
Significant Accounting Policies and Estimates
• Other Information
Throughout the MD&A we refer to measures used by
management to evaluate performance, including unit volume
growth, net sales, 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 and transitional tax payments related to the
U.S. Tax Act. Adjusted free cash flow productivity is the
OVERVIEW
investors with additional
ratio of adjusted free cash flow to net earnings excluding
certain one-time items. We believe these measures provide
our
information about our
underlying results and trends as well as insight to some of
the metrics used to evaluate management. The explanation
at the end of the MD&A provides more details on the use
and
these measures as well as
reconciliations to the most directly comparable U.S. GAAP
measures.
the derivation of
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
impacts of acquisitions,
the
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 approximately 180
countries and territories primarily through mass merchandisers, e-commerce (including social commerce) channels, 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
individual 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.
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 five SBUs and five reportable segments (under U.S. GAAP): Beauty;
Grooming; Health Care; Fabric & Home Care; and Baby, Feminine & Family Care. 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 also
responsible for innovation plans, supply plans and operating frameworks to drive growth and value creation in the remaining
markets (referred to as Enterprise Markets). 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).
14 The Procter & Gamble Company
The following provides additional detail on our reportable segments and the ten product categories and brand composition
within each segment.
Reportable Segments % of
Product Categories (Sub-Categories)
Net Sales (1)
% of Net
Earnings (1)
Beauty
18%
22%
Grooming
8%
10%
Health Care
14%
14%
Fabric & Home
Care
35%
31%
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%
23%
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, 2022 (excluding results held in Corporate).
(2) The Grooming product category is comprised of the Shave Care and Appliances operating segments.
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 a global market leader in the retail
hair care market with more than 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
more than 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 65% 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 global
market leader among the categories in which we compete,
including respiratory treatments, digestive wellness, vitamins
and analgesics behind our Vicks, Metamucil, Pepto-Bismol
and Neurobion brands.
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 35% 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 a
global market leader and compete mainly in taped diapers,
pants and baby wipes with more than 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 a global market
leader in the feminine care category with over 20% 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 over 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
The Procter & Gamble Company 15
and
like
treasury,
planning,
distribution
Charmin toilet paper brands. North America market shares
are over 40% for Bounty and over 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
customer
services
management.
Corporate Functions
Corporate Functions provides company-level strategy and
tax,
portfolio analysis, corporate accounting,
external relations, governance, human resources, information
technology and legal services.
Global Business Services
in
Global Business Services provides scaled services
technology, process and data tools to enable the SBUs, the
EMs and CF to better serve consumers and customers. The
GBS organization is responsible for providing world-class
services and solutions that drive value for P&G.
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 competes in daily-use product categories
where performance plays a significant role in the consumer's
choice of brands, and therefore, play to P&G's strengths.
Our focused portfolio of businesses consists of ten product
categories where P&G has leading market positions, strong
brands and consumer-meaningful product technologies.
Within these categories, our strategic choices are focused on
delighting and winning with consumers. Our consumers are
at the center of everything we do. We win with consumers
by delivering irresistible superiority across five key vectors -
product performance, packaging, brand communication,
retail execution and value. Winning with consumers around
the world and against our best competitors requires superior
innovation. Innovation has always been, and continues to
be, P&G’s lifeblood. Superior products delivered with
superior execution drive market growth, value creation for
retailers and build share growth for P&G.
Ongoing productivity improvement is crucial to delivering
our balanced top- and bottom-line growth, cash generation
and value creation objectives. Productivity improvement
enables investments to strengthen the superiority of our
brands via product and packaging innovation, more efficient
are
these
operational
effectiveness
and effective supply chains, equity and awareness-building
brand advertising and other programs and expansion of sales
coverage and R&D programs. Productivity improvements
also enable us to mitigate challenging cost environments
(including periods of increasing commodity and negative
foreign exchange impacts). Our objective is to drive
productivity improvements across all elements of the
statement of earnings and balance sheet, including cost of
goods sold, marketing and promotional spending, overhead
costs and capital spending.
We act with agility and are constructively disrupting our
highly competitive industry and the way we do business,
including how we innovate, communicate and leverage new
technologies, to create more value.
We
and
improving
organizational culture through enhanced clarity of roles and
responsibilities, accountability and incentive compensation
programs.
Additionally, within
superiority,
productivity, constructive disruption and organization, we
have declared four focus areas to strengthen our performance
going forward. These are 1) leveraging environmental
sustainability as an additional driver of superior performing
products and packaging innovations, 2) increasing digital
acumen to drive consumer and customer preference, reduce
cost and enable rapid and efficient decision making, 3)
developing next-level supply chain capabilities to enable
flexibility, agility, resilience and a new level of productivity
adapting to a new reality and 4) delivering employee value
equation for all gender identities, races, ethnicities, sexual
orientations, ages and abilities for all roles to ensure we
continue to attract, retain and develop the best talent.
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 growth algorithm 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
strategies of
categories and geographies in which we compete;
• Core earnings per share (EPS) growth of mid-to-high
single digits; and
• Adjusted free cash flow productivity of 90% or greater.
During periods of significant macroeconomic pressures, we
intend to maintain a disciplined approach to investing in our
business, which may cause short-term results to deviate from
the long-term growth algorithm.
16 The Procter & Gamble Company
SUMMARY OF 2022 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
• Net sales increased 5% to $80.2 billion on a 2% increase
in unit volume. Unfavorable foreign exchange had a
negative 2% impact on net sales. Net sales growth was
driven by a high single digit increase in Health Care,
mid-single digit increases in Fabric & Home Care and
Baby, Feminine & Family Care and low single digit
increases in Beauty and Grooming. Excluding the
impact of acquisitions and divestitures and foreign
exchange, Organic sales increased 7% on a 2% increase
in organic volume. Organic sales increased double
digits in Health Care, increased high single digits in
Fabric & Home Care, increased mid-single digits in
Baby, Feminine & Family Care and in Grooming and
increased low single digits in Beauty.
• Operating income decreased $0.2 billion, or 1% versus
year ago to $17.8 billion, as the increase in net sales was
more than offset by a decrease in operating margin.
• Net earnings increased $0.4 billion or 3% versus year
ago to $14.8 billion, due to a prior year loss on early
debt extinguishment, lower taxes and interest expense in
the current year. Foreign exchange impacts negatively
affected net earnings by approximately $274 million.
• Net earnings attributable to Procter & Gamble were
$14.7 billion, an increase of $0.4 billion or 3% versus
the prior year primarily due to the increase in net
earnings.
• Diluted net earnings per share (EPS) increased 6% to
$5.81 due to the increase in net earnings, a reduction in
shares outstanding and due to the prior year loss on
early debt extinguishment. Net earnings per share
increased 3% versus the prior year core net earnings per
share due to the increase in net earnings and a reduction
in shares outstanding.
• Cash flow from operating activities was $16.7 billion.
◦ Adjusted free cash flow, which is operating cash
flow less capital expenditures and certain other
impacts, was $13.8 billion.
◦ Adjusted free cash flow productivity, which is the
ratio of adjusted free cash flow to net earnings, was
93%.
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
2022
2021
$
80,187 $
17,813
14,793
14,742
5.81
5.81
16,723
Change vs. Prior
Year
5 %
(1) %
3 %
3 %
6 %
3 %
(9) %
76,118
17,986
14,352
14,306
5.50
5.66
18,371
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. Global economic conditions continue to be
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 and Eastern
Europe (including the ongoing Russia-Ukraine War), certain
Latin American markets, the Hong Kong market in Greater
China and the Korean peninsula could reduce our sales or
erode our operating margin and consequently reduce our net
earnings and cash flows.
Changes in Costs. Our costs are subject to fluctuations,
in commodity prices,
particularly due
transportation costs, other broader inflationary impacts 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.
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,
labor
including energy
constraints and freight container and truck shortages have
impacted our costs and could do so in the future. If we are
unable to manage these impacts through pricing actions, cost
savings projects and sourcing decisions, as well as through
shortages, port congestions,
to changes
The Procter & Gamble Company 17
We have both
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
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.
translation and
Foreign Exchange.
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 years, a
number of foreign currencies have weakened versus the U.S.
dollar, leading to lower sales and earnings from these foreign
exchange impacts. Certain countries that recently had and
are currently experiencing significant exchange
rate
fluctuations include Argentina, Turkey, Brazil and Russia.
These fluctuations have significantly impacted our historical
net sales, costs and net earnings and could do so in the
future. Increased pricing in response to certain fluctuations
in foreign currency exchange rates may offset portions of the
currency impacts but could also have a negative impact on
the consumption of our products, which would negatively
affect our net sales, gross margin, operating margin, net
earnings and cash flows.
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,
our net earnings and cash flows could be affected by 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 if agreed
and enacted by most countries, is likely to impact most large
multinational businesses by both redefining jurisdictional
taxation rights and broadly establishing a 15% minimum tax
on their foreign operations. 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, Turkey, Argentina and Egypt.
Further, our net sales, gross margin, operating margin, net
earnings and cash flows could be affected by changes to
trade agreements
international
in North America and
elsewhere. 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. Because we sell products that are
essential to the daily lives of consumers, the pandemic has
not had a materially negative impact to our consolidated net
sales, net earnings and cash flows.
However, the continued evolution of the pandemic may
result in economic recessions or a slowdown of economic
growth in certain countries or regions. It could also lead to
volatility in consumer access to our products (due to
governmental actions or key material, transportation and
labor shortages impacting our ability to produce and ship
products) or could impact consumers’ movements and access
to our products. There could also be reduced demand due to
consumption decreases and consumer pantry destocking
(particularly, in home cleaning, health and hygiene products)
as economic activity resumes following slowdowns or
relaxation of governmental restrictions. Net, the uncertainty
in the timing and extent of demand volatility, the relaxation
and reimplementation of movement restrictions, the timing
and impact of potential consumer pantry destocking, the
future economic trends due to a resurgence of positive cases
and governmental actions in response to the pandemic may
result in heightened volatility and negative impacts to net
sales, net earnings and cash flows during and subsequent to
the pandemic.
While we have been able to broadly maintain our operations,
we experienced some disruption in our supply chain in
certain markets due primarily to the restriction of employee
labor shortages and
movements, key material and
transportation constraints. We intend to continue to work
with our suppliers and government authorities to implement
employee safety measures to minimize disruption to the
manufacturing and distribution of our products. The
continued evolution of the pandemic and uncertainty with
regards to the disruptions caused either by resurgence of
positive cases or governmental actions in response to the
pandemic could result in an unforeseen disruption to our
supply chain and impact our operations (for example, the
closure of a key manufacturing or distribution facility or the
inability of a key material or transportation supplier to
source and transport materials).
The pandemic has not had a material negative impact on the
Company’s liquidity position. We continue to generate
operating cash flows to meet our short-term liquidity needs
and continue to maintain access to capital markets enabled
by our strong short- and long-term credit ratings.
Russia-Ukraine War. The war between Russia and Ukraine
has negatively impacted our operations in both countries.
Our Ukraine business includes two manufacturing sites. We
including both
have approximately 500 employees
manufacturing and non-manufacturing personnel.
Our
operations in Ukraine accounted for less than 1% of
consolidated net sales and net earnings in fiscal 2022.
Additionally, net assets of our Ukraine subsidiary, along
18 The Procter & Gamble Company
with Ukraine related assets held by other subsidiaries,
account for less than 1% of net assets as of June 30, 2022.
Our Russia business includes two manufacturing sites with a
net book value of approximately $350 million as of June 30,
2022. We have approximately 2,400 employees, including
both manufacturing and non-manufacturing personnel. In
fiscal 2022, our operations in Russia accounted for less than
2% of consolidated net sales and less than 1% of net
earnings. Additionally, net assets of our Russia subsidiaries,
along with Russia related assets held by other subsidiaries,
account for less than 2% of net assets as of June 30, 2022.
Beginning in March 2022, the Company has reduced its
product portfolio, discontinued new capital investments and
suspended media, advertising and promotional activity in
Russia.
Future impacts to the Company are difficult to predict due to
the high level of uncertainty as to how the war will evolve,
what its duration will be and its ultimate resolution. Within
Ukraine, there is a possibility of physical damage and
destruction of our two manufacturing facilities. We may not
be able to operate our manufacturing sites and source raw
materials from our suppliers or ship finished products to our
customers. Ultimately, these could result in impairments of
our manufacturing plants and fixed assets or write-downs of
other operating assets and working capital.
Within Russia, we may not be able to continue our reduced
operations at current levels due to sanctions and counter-
sanctions, monetary, currency or payment controls,
restrictions on access to financial institutions and supply and
transportation challenges. Our suppliers, distributors and
retail customers are also impacted by the war and their
ability to successfully maintain their operations could also
impact our operations or negatively impact the sales of our
products.
More broadly, there could be additional negative impacts to
our net sales, earnings and cash flows should the situation
escalate beyond its current scope, including, among other
in
potential
certain
neighboring countries or globally due
inflationary
pressures and supply chain cost increases or the geographic
proximity of the war relative to the rest of Europe.
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
recessions
to
economic
impacts,
in
included
The key metrics
the discussion of our
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 exchange impacts on sales
outside the U.S.
For most of our categories, our cost of products sold and
SG&A are variable in nature to some extent. 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,
increased advertising), inflation, foreign
exchange fluctuations and scale impacts.
For a detailed discussion of the fiscal 2021 year-over-year
changes, please refer to the MD&A in Part II, Item 7 of the
Company's Form 10-K for the fiscal year ended June 30,
2021.
Net Sales
increase
in unit volume versus
Net sales increased 5% to $80.2 billion in fiscal 2022 on a
2%
the prior year.
Unfavorable foreign exchange decreased net sales by 2%.
Favorable pricing had a 4% positive impact on net sales.
Mix increased net sales by 1% due to positive geographic
mix from the disproportionate growth of the North America
region and positive category mix from the disproportionate
growth of the Personal Health Care category, both of which
have higher than Company-average selling prices. This was
partially offset by the disproportionate growth of the Fabric
Care business, which has lower than Company-average
selling prices. Excluding the net impacts of foreign
exchange and acquisitions and divestitures, organic sales
grew 7% on a 2% increase in organic volume. Net sales
increased high single digits in Health Care, increased mid-
single digits in Fabric & Home Care and in Baby, Feminine
& Family Care and increased low single digits in Beauty and
Grooming.
On a regional basis, volume increased mid-single digits in
North America and Latin America, increased low single
digits in Asia Pacific and IMEA. Volume in Europe was
unchanged and decreased mid-single digits in Greater China.
The Procter & Gamble Company 19
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
2022
47.4 %
25.2 %
22.2 %
22.4 %
18.4 %
18.4 %
Basis Point
Change
2021
51.2 %
27.6 %
23.6 %
23.1 %
18.9 %
18.8 %
(380)
(240)
(140)
(70)
(50)
(40)
Gross margin decreased 380 basis points to 47.4% of net
sales in fiscal 2022. The decrease in gross margin was due
to:
•
•
390 basis points of increased commodity costs,
a 130 basis-point decline from unfavorable mix, due
primarily to negative product mix resulting from the
launch and growth of premium-priced products that are
profit-accretive but have lower than Company-average
gross margin, and
•
40 basis points of net manufacturing cost increases, as
60 basis points of increased transportation costs and 20
basis points of product and packaging investments were
partially offset by 40 basis points of productivity
savings net of inflation and other cost increases.
These impacts were partially offset by a 180 basis-point
increase due to higher pricing.
Total SG&A decreased 4% to $20.2 billion, due to decreased
overhead costs, marketing spending and other operating
costs. SG&A as a percentage of net sales decreased 240
basis points to 25.2% primarily due to the positive scale
impacts of the net sales increase and, to a lesser extent, a
decrease in overhead costs and marketing spending.
• Marketing spending as a percentage of net sales
decreased 120 basis points due primarily to the positive
scale impacts of the net sales increase and, to a lesser
extent, due to increased media and production cost
savings and decreased media spending.
• Overhead costs as a percentage of net sales decreased
110 basis points due to the positive scale impacts of the
net sales increase and productivity savings.
• Other net operating expenses as a percentage of net
sales decreased approximately 10 basis points due
primarily to gains from the divestiture of a minor
business and sale of real estate, partially offset by
increased foreign exchange transactional charges.
Productivity-driven cost savings delivered 70 basis points of
benefit to SG&A as a percentage of net sales.
Operating margin decreased 140 basis points to 22.2% due
to the decrease in gross margin partially offset by the
decrease in SG&A as a percentage of net sales as discussed
above.
Non-Operating Items
•
Interest expense was $439 million in fiscal 2022, a
decrease of $63 million versus the prior year driven
primarily by lower average interest rates on fixed rate
debt.
Interest income was $51 million in fiscal 2022, an
increase of $6 million versus the prior year.
•
• Other non-operating income increased $484 million to
$570 million, due primarily to a prior year loss on early-
debt extinguishment and a current year increase in net
non-operating benefits on post-retirement benefit plans,
partially offset by unrealized gains on equity
investments in the prior year and unrealized losses on
equity investments in the current year.
Income Taxes
The effective tax rate decreased 70 basis points to 17.8% in
2022 due to:
•
a 45 basis-point decrease from higher excess tax
benefits of share-based compensation (a 200 basis-point
benefit in the current year versus a 155 basis-point
benefit in the prior year),
•
•
a 30 basis-point decrease from discrete impacts related
to uncertain tax positions (35 basis-point favorable
impact in the current year versus a 5 basis-point
favorable impact in the prior year), and
a 15 basis-point decrease from higher current year
deductions for foreign-derived intangible income versus
prior year.
These decreases were partially offset by a 20 basis-point
increase due to unfavorable geographic mix impacts of
current year earnings.
Net Earnings
Operating income decreased 1% or $0.2 billion, to $17.8
billion as the increase in net sales was more than fully offset
by the decrease in operating margin, both of which are
discussed above.
Earnings before income taxes increased 2%, or $0.4 billion,
to $18.0 billion, as the decrease in operating income was
more than fully offset by a prior year loss on early-debt
extinguishment and lower interest expense. Net earnings
increased 3%, or $0.4 billion, to $14.8 billion due to the
increase in earnings before income taxes and the decrease in
the effective income tax rate discussed above. Foreign
20 The Procter & Gamble Company
exchange impacts reduced net earnings by approximately
$274 million in fiscal 2022 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
Diluted net EPS increased $0.31, or 6%, to $5.81 due
primarily to the increase in net earnings and, to a lesser
extent, a reduction in shares outstanding. Net earnings per
share increased 3% versus the prior year core EPS due to the
prior year loss on early debt extinguishment.
Net earnings attributable to Procter & Gamble increased $0.4
billion, or 3%, to $14.7 billion.
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.
Net Sales Change Drivers 2022 vs. 2021 (1)
Volume with
Acquisitions &
Divestitures
Volume
Excluding
Acquisitions &
Divestitures
— %
Beauty
— %
Grooming
4 %
Health Care
3 %
Fabric & Home Care
1 %
Baby, Feminine & Family Care
2 %
TOTAL COMPANY
(1) Net sales percentage changes are approximations based on quantitative formulas that are consistently applied.
Price
Mix
Other (2)
3 %
(1) % — %
5 % — % — %
3 % — %
3 %
5 % — % — %
1 % — %
4 %
1 % — %
4 %
Foreign
Exchange
— % — %
(3) %
— %
(1) %
4 %
(2) %
3 %
(1) %
1 %
(2)%
2 %
Net Sales
Growth
2 %
2 %
9 %
6 %
5 %
5 %
(2) Other includes the sales mix impact from acquisitions and divestitures and rounding impacts necessary to reconcile volume to net sales.
BEAUTY
2021
N/A
$3,210
22.3%
Change vs.
2022
($ millions)
2021
—%
N/A
Volume
$14,740 $14,417
2%
Net sales
(2)%
$3,160
Net earnings
% of net sales
(90) bps
21.4%
Beauty net sales increased 2% to $14.7 billion in fiscal 2022
on unit volume that was unchanged. Higher pricing
increased net sales by 3%. Foreign exchange had no impact
on net sales. Unfavorable mix decreased net sales by 1%
due to the disproportionate decline of SK-II, which has
higher than segment-average selling prices. Organic sales
also increased 2%. Global market share of the Beauty
segment increased 0.1 points.
• Hair Care net sales increased low single digits. A
negative impact of a low single digit decrease in volume
was more than offset by increased pricing and favorable
mix (due to a higher proportion of premium products,
which have higher than category-average selling prices).
Organic sales also increased low single digits. Volume
decreased mid-single digits in Greater China (due to
pandemic-related lockdowns and market slowdown in
traditional
are
disproportionately higher versus social commerce) and
IMEA (due to competitive activity) and decreased low
retailers where
shares
our
single digits in Europe (as a result of portfolio reduction
in Russia and higher pricing in certain markets) and
Asia Pacific (due to competitive activity). This was
offset by a low single digit volume increase in North
America (due to acquisitions). Excluding the impacts of
acquisitions, volume was unchanged in North America.
Global market share of the hair care category decreased
less than a point.
• Skin and Personal Care net sales increased low single
digits. Positive impacts of a low single digit increase in
volume and increased pricing were partially offset by
negative category mix due to the decline of SK-II brand
(which has higher than category-average selling prices).
Organic sales increased low single digits. Volume
increased mid-teens
to
innovation) and increased mid-single digits in North
America (due to innovation in personal care and
acquisitions) and in Greater China (due to innovation
and market growth). Global market share of the skin
and personal care category increased half a point.
in Latin America
(due
Net earnings decreased 2% to $3.2 billion in fiscal 2022 as
the increase in net sales was more than offset by a 90 basis-
point decrease in net earnings margin. Net earnings margin
decreased due primarily to a reduction in gross margin,
partially offset by a reduction in SG&A as a percentage of
sales. The gross margin reduction was driven by increased
commodity and transportation costs and negative product
mix caused by the decline of SK-II (which has higher than
The Procter & Gamble Company 21
segment-average gross margins), partially offset by
increased pricing. SG&A as a percentage of net sales
decreased as the positive scale benefit of the net sales
increase and increased cost savings in marketing spending
were partially offset by an increase in overhead costs.
GROOMING
and manufacturing cost savings. SG&A as a percentage of
net sales decreased due primarily to the positive scale
impacts of the net sales increase. The higher effective tax
rate was driven by disproportionate growth in North
America, which has higher than segment-average tax rates.
HEALTH CARE
2021
N/A
$6,440
$1,427
22.2%
2022
N/A
$6,587
$1,490
22.6%
Change vs.
2021
—%
2%
4%
40 bps
($ millions)
Volume
Net sales
Net earnings
% of net sales
Grooming net sales increased 2% to $6.6 billion in fiscal
2022 on unit volume that was unchanged. Higher pricing
increased net sales by 5%. Unfavorable foreign exchange
decreased net sales by 3%. Mix had a neutral impact to net
sales. Organic sales increased 5%. Global market share of
the Grooming segment increased 1.2 points.
• Shave Care net sales increased mid-single digits.
Positive impacts of a low single digit volume increase
and
increased pricing were partially offset by
unfavorable foreign exchange. Organic sales increased
high single digits. Volume increased low single digits in
North America (due to innovation), Europe (due to
innovation and market growth versus the prior year that
was negatively impacted by the pandemic), IMEA (due
to
to market growth) and Latin America
innovation). This was partially offset by a high teens
decline in Greater China (due to pandemic-related
shutdowns and market slowdown in traditional retailers
where our shares are disproportionately higher versus
social commerce retailers). Global market share of the
shave care category increased nearly half a point.
(due
• Appliances net sales decreased mid-single digits.
Negative impacts of a high single digit decline in
volume and unfavorable foreign exchange were partially
offset by increased pricing (net of increased trade
spending) and positive mix (due to a higher proportion
of premium shavers and epilators, which have higher
than category-average selling prices). Organic sales
decreased low single digits. Volume declined double
digits in Europe, mid-single digits in North America and
low single digits in Asia Pacific, all due to market
declines versus the prior year that benefited from
pandemic-related consumption increases. Excluding the
impact of a divestiture, volume declined high single
digits in Europe. Global market share of the appliances
category increased less than a point.
Net earnings increased 4% to $1.5 billion in fiscal 2022 due
to the increase in net sales and a 40 basis-point increase in
net earnings margin. The net earnings margin increased due
to a reduction in SG&A as a percentage of net sales, partially
offset by a decrease in gross margin and a higher effective
tax rate. The gross margin decrease was driven by negative
product mix (due to the launch and growth of premium-
priced, profit-accretive products that have lower than
segment-average gross margins) and increased commodity
and transportation costs, partially offset by increased pricing
2021
N/A
$9,956
$1,851
18.6%
Change vs.
2021
4%
9%
8%
(10) bps
2022
N/A
$10,824
$2,006
18.5%
($ millions)
Volume
Net sales
Net earnings
% of net sales
Health Care net sales increased 9% to $10.8 billion in fiscal
2022 on a 4% increase in unit volume. Unfavorable foreign
exchange impacts decreased net sales by 1%. Favorable mix
increased net sales by 3% due to the disproportionate growth
in North America and the Personal Health Care category,
both of which have higher than segment-average selling
prices. Higher pricing increased net sales by 3%. Organic
sales increased 10%. Global market share of the Health Care
segment decreased 0.2 points.
• Oral Care net sales increased low single digits. A
negative impact of a low single digit volume decrease
and unfavorable foreign exchange were more than fully
offset by the positive impacts from favorable mix (due
to growth in North America and a higher proportion of
premium tier products, both of which have higher than
category-average selling prices) and increased pricing.
Organic sales increased mid-single digits. Volume
decreased low teens in Greater China (due to slowdown
of the power brush market and pandemic-related
lockdowns) and mid-single digits in Europe (as a result
of supply constraints primarily due to the global chip
shortage). This was partially offset by a double digit
increase in Asia Pacific (due to distribution gains and
market growth), a mid-single digit increase in IMEA
(due to market growth and innovation) and low single
digit increases in North America and Latin America
(both due to market growth and innovation). Global
market share of the oral care category increased half a
point.
and
increased
positive mix
increased pricing,
• Personal Health Care net sales increased high-teens.
This was due primarily to a low teens increase in
trade spend
volume,
(due
efficiencies
the
to
disproportionate growth
in North America and
respiratory products, both of which have higher than
category-average selling prices), partially offset by
unfavorable foreign exchange impacts. Organic sales
increased about 20%. Volume increased high teens in
North America, increased high single digits in Europe
seasons and
(both due
innovation) and increased mid-single digits in IMEA
(due to innovation, increased marketing spending and
distribution gains). Global market share of the personal
health care category increased less than half a point.
respiratory
stronger
to
22 The Procter & Gamble Company
Net earnings increased 8% to $2.0 billion in fiscal 2022 due
primarily to the increase in net sales. Net earnings margin
decreased slightly as a decrease in gross margin and a higher
effective tax rate were mostly offset by a decrease in SG&A
as a percentage of net sales. The decrease in gross margin
was driven primarily by
increased commodity and
transportation costs and other cost increases associated with
the global chip shortage, partially offset by increased
pricing. SG&A as a percentage of net sales decreased due to
the positive scale impacts of the net sales increase and
overhead productivity, partially offset by an increase in
media spending. The higher effective tax rate was driven by
disproportionate growth in North America, which has higher
than segment-average tax rates.
FABRIC & HOME CARE
($ millions)
Volume
Net sales
Net earnings
% of net sales
2022
N/A
2021
N/A
$27,556 $26,014
$4,386
15.9%
$4,622
17.8%
Change vs.
2021
3%
6%
(5)%
(190) bps
increased pricing,
Fabric & Home Care net sales increased 6% to $27.6 billion
in fiscal 2022 on a 3% increase in unit volume. Unfavorable
foreign exchange decreased net sales by 2%. Higher pricing
increased net sales by 5%. Mix had a neutral impact to net
sales. Organic sales increased 8%. Global market share of
the Fabric & Home Care segment increased 1.5 points.
• Fabric Care net sales increased high single digits. The
positive impacts of a mid-single digit increase in
trade spend
volume,
the
to
positive mix
efficiencies
disproportionate growth in North America and growth
of fabric enhancers and premium forms, all of which
have higher than category-average selling prices) were
partially offset by unfavorable foreign exchange.
Organic sales increased double digits. Volume increased
high single digits in North America and increased low
single digits in Asia Pacific, both due to market growth
and innovation. Global market share of the fabric care
category increased more than a point.
increased
(due
and
• Home Care net sales were unchanged. Negative
impacts of a low single digit decrease in volume,
trade spending and unfavorable foreign
increased
exchange were offset by increased pricing. Organic
sales increased low single digits. Volume decreased
20%
to market contraction and
competitive activity) and decreased low single digits in
North America (due to market contraction versus a prior
year that benefited from pandemic-related consumption
increases). Global market share of the home care
category increased more than a point.
in IMEA (due
Net earnings decreased 5% to $4.4 billion in fiscal 2022 as
the increase in net sales was more than offset by a 190 basis-
point reduction in net earnings margin. Net earnings margin
decreased due primarily to a reduction in gross margin,
partially offset by a reduction in SG&A as a percentage of
net sales. The gross margin decrease was primarily driven
by an increase in commodity and transportation costs, and
unfavorable mix caused by the growth of premium-priced,
profit-accretive products that have lower than segment-
average gross margins, partially offset by increased pricing.
SG&A as a percentage of net sales declined due to the
positive scale benefits of the net sales increase and a
reduction in marketing spending.
BABY, FEMININE & FAMILY CARE
($ millions)
Volume
Net sales
Net earnings
% of net sales
2021
N/A
2022
N/A
$19,736 $18,850
$3,266
16.5%
$3,629
19.3%
Change vs.
2021
1%
5%
(10)%
(280) bps
Baby, Feminine & Family Care net sales increased 5% to
$19.7 billion in fiscal 2022 on a 1% increase in unit volume.
Higher pricing increased net sales by 4%. Favorable mix
increased net sales by 1% due to the disproportionate growth
in North America and growth of premium tier products, both
of which have higher than segment-average selling prices.
Unfavorable foreign exchange decreased net sales by 1%.
Organic sales increased 6%. Global market share of the
Baby, Feminine & Family Care segment increased 0.8
points.
• Baby Care net sales increased mid-single digits on unit
volume that was unchanged. Positive impacts of
increased pricing and favorable mix (due to a higher
proportion of sales in North America and the growth of
premium pants and taped diaper products, all of which
have higher than category-average selling prices) were
partially offset by unfavorable foreign exchange.
Organic sales increased high single digits. Volume
increased high single digits in Latin America (due to
innovation) and increased low single digits in North
America (due to market growth and better on-shelf
availability versus competitors), Europe (due to market
growth) and IMEA (due to market growth versus a prior
year impacted by pandemic-related contraction). This
increase was fully offset by a mid-teens decline in
Greater China (due to competitive activity) and a mid-
single digit decline in Asia Pacific (due to market
decline). Global market share of the baby care category
increased nearly half a point.
including
• Feminine Care net sales increased high single digits.
Positive impacts of a low single digit increase in
volume, increased pricing and positive mix (due to a
higher proportion of sales in North America and the
adult
growth of premium products,
incontinence, both of which have higher than category-
average selling prices) were partially offset by
unfavorable foreign exchange. Organic sales increased
double digits. The volume increase was driven by a
high single digit increase in North America (due to
innovation, distribution gains and market growth)
partially offset by a low single digit decrease in IMEA
(due to market decline). Market share of the feminine
care category increased more than a point.
The Procter & Gamble Company 23
• Net sales in Family Care, which is predominantly a
North American business, increased low single digits.
Positive impacts of a low single digit increase in volume
(due to increased promotional activity and innovation)
and increased pricing were partially offset by increased
promotional spending (versus the prior year with low
promotional activity due
the pandemic) and
unfavorable mix (due to disproportionate growth in the
club channel, which have lower than category-average
selling prices). Organic sales also increased low single
digits. North America's share of the family care
category increased nearly a point.
to
Net earnings in fiscal 2022 decreased 10% to $3.3 billion as
the increase in net sales was more than offset by a 280 basis-
point decrease in net earnings margin. Net earnings margin
decreased primarily due to a decrease in gross margin,
partially offset by lower SG&A as a percentage of net sales.
Gross margin decreased primarily due to an increase in
commodity and transportation costs partially offset by
increased pricing. SG&A as a percentage of net sales
decreased due to the positive scale benefits of the net sales
increase and reductions in both marketing and overhead
costs.
CORPORATE
2022
$744
$485
2021
$441
$(387)
Change vs.
2021
69%
N/A
($ millions)
Net sales
Net earnings/(loss)
Corporate includes certain operating and non-operating
activities not allocated to specific business segments. These
include but are not limited to incidental businesses managed
at the corporate level, gains and losses related to certain
impacts from various
divested brands or businesses,
financing and investing activities and other impacts related
to employee benefits, asset impairments and restructuring
activities
and workforce
optimization. Corporate also includes reconciling items to
adjust the accounting policies used within the reportable
segments to U.S. GAAP. The most notable ongoing
reconciling item is income taxes, which adjusts the blended
statutory rates that are reflected in the reportable segments to
the overall Company effective tax rate.
including manufacturing
Corporate net sales increased 69% to $744 million in fiscal
2022 due to an increase in the net sales of the incidental
businesses managed at the corporate level. Corporate net
earnings improved by $872 million to $485 million in fiscal
2022 due primarily to the prior year loss on the early debt
extinguishment, a current year gain on the divestiture of a
minor business, net sales growth, current year tax benefits
(primarily higher excess
tax benefits of share-based
compensation) and lower restructuring charges, partially
offset by
the
aforementioned incidental businesses.
Restructuring Program to Deliver Productivity and Cost
Savings
increased commodity costs
tied
to
The Company has historically had an ongoing restructuring
program with annual spending in the range of $250 to $500
the Company's
million.
Savings generated
from
restructuring program are difficult to estimate, given the
nature of the activities, the timing of the execution and the
degree of reinvestment. In fiscal 2022, the Company
incurred before tax restructuring costs within the range of
our historical annual ongoing level of $250 to $500 million.
Restructuring accruals of $147 million as of June 30, 2022,
are classified as current liabilities. Approximately 65% of
the restructuring charges incurred in fiscal 2022 either have
been or will be settled with cash. Consistent with our
historical policies for ongoing restructuring-type activities,
the resulting charges are funded by and included within
Corporate for segment reporting.
In addition to our restructuring programs, we have additional
ongoing savings efforts in our supply chain, marketing and
overhead areas that yield additional benefits to our operating
margins.
CASH FLOW, FINANCIAL CONDITION AND
LIQUIDITY
We believe our financial condition continues to be of high
quality, as evidenced by our ability to generate substantial
cash from operations and to readily access capital markets at
competitive rates.
Operating cash flow provides the primary source of cash to
fund operating needs and capital expenditures. Excess
operating cash is used first to fund shareholder dividends.
Other discretionary uses include share repurchases and
acquisitions to complement our portfolio of businesses,
brands and geographies. As necessary, we may supplement
operating cash flow with debt to fund these activities. The
overall cash position of the Company reflects our strong
business results and a global cash management strategy that
takes into account liquidity management, economic factors
and tax considerations.
Cash Flow Analysis
($ 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
2022
2021
$ 16,723
$ 18,371
(4,424)
(2,834)
(14,876) (21,531)
13,792
15,809
93 %
107 %
Operating cash flow was $16.7 billion in 2022, a 9%
decrease versus the prior year. Net earnings, adjusted for
non-cash items (depreciation and amortization, share-based
compensation, deferred income taxes and gain on sale of
assets) generated approximately $17.6 billion of operating
cash flow. Working capital and other impacts used $918
million of operating cash flow as summarized below.
• An increase in accounts receivable used $694 million of
cash primarily due to sales growth. The number of days
24 The Procter & Gamble Company
sales outstanding increased approximately 1 day versus
prior year.
• Higher inventory used $1.2 billion of cash, due to
business growth and increased safety stock levels to
strengthen supply chain sufficiency amidst business
growth and commodity cost increases. Inventory days
on hand increased approximately 1 day primarily due to
these same factors.
• Accounts payable, accrued and other
liabilities
generated $1.4 billion of cash. Accounts payable
increased in line with the increase in inventory and, to a
lesser extent, the impact of extended payment terms
with suppliers (see Extended Payment Terms and Supply
Chain Financing below); partially offset by lower
marketing spending.
Days payable outstanding
increased approximately 1 day versus prior year due to
these same factors.
• Other net operating assets and liabilities used $406
million of cash primarily driven by the current portion
of transitional tax payments due related to the U.S. Tax
Act and pension related contributions, partially offset by
other impacts.
acquisitions
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
expenditures and excluding payments for the transitional tax
resulting from the U.S. Tax Act. Adjusted free cash flow is
one of the measures used to evaluate senior management and
determine their at-risk compensation.
other
and
Adjusted free cash flow was $13.8 billion in 2022, a
decrease of 13% versus the prior year. The decrease was
primarily driven by the decrease in operating cash flows as
discussed above. Adjusted free cash flow productivity,
defined as the ratio of adjusted free cash flow to net earnings
was 93% in 2022.
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, 2022,
approximately 3% of our global suppliers have elected to
participate in the SCF. Payments to those suppliers during
fiscal year 2022 total approximately $15 billion, which
equals approximately 25% of our total Cost of goods sold
and SG&A for the year. For participating suppliers, we
believe substantially all of their receivables with the
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, 2022 and 2021, the amount due
to suppliers participating in the SCF and included in
Accounts payable were approximately $6 billion and $5
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 2023. 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.
relative
Investing Cash Flow
Net investing activities used $4.4 billion of cash in 2022,
primarily due to capital spending and acquisitions. Net
investing activities used $2.8 billion in cash in 2021, mainly
due to capital spending.
Capital Spending.
Capital expenditures, primarily to
support capacity expansion, innovation and cost efficiencies,
were $3.2 billion in 2022 and $2.8 billion in 2021. Capital
spending as a percentage of net sales increased 20 basis
points to 3.9% in 2022.
The Procter & Gamble Company 25
Acquisitions. Acquisition activity used cash of $1.4 billion
in 2022, primarily related to Beauty acquisitions of Farmacy
Beauty, Ouai and TULA. Acquisition activity used $34
million in 2021, primarily related to a minor Health Care
acquisition.
Proceeds from Divestitures and Other Asset Sales.
Proceeds from asset sales were $110 million in 2022 and $42
million in 2021, primarily from fixed asset sales and minor
brand divestitures.
Investment Securities. Investments provided net cash of $3
million in 2022 primarily from the sale of other investments
and used cash of $55 million in 2021 primarily from the
purchase of investment securities.
Financing Cash Flow
Net financing activities consumed $14.9 billion of cash in
2022, mainly due to treasury stock purchases and dividends
to shareholders, partially offset by a net debt increase and the
impact of proceeds received from stock option exercises.
Net financing activities consumed $21.5 billion in cash in
2021, mainly due to treasury stock purchases, dividends to
shareholders and a net debt reduction, partially offset by the
impact of stock options.
Dividend Payments. Our first discretionary use of cash is
dividend payments. Dividends per common share increased
9% to $3.5227 per share in 2022. Total dividend payments
to common and preferred shareholders were $8.8 billion in
2022 and $8.3 billion in 2021. In April 2022, the Board of
Directors declared a 5% increase in our quarterly dividend
from $0.8698 to $0.9133 per share on Common Stock and
Series A and B Employee Stock Ownership Plan (ESOP)
Convertible Class A Preferred Stock. This is the 66th
consecutive year that our dividend has increased. We have
paid a dividend for 132 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 $31.5 billion as of
June 30, 2022, and $32.0 billion as of June 30, 2021. We
generated $1.9 billion from net debt increases, primarily due
to issuance of bonds. In 2021, 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.
Treasury Purchases. Total share repurchases were $10.0
billion in 2022 and $11.0 billion in 2021.
Impact of Stock Options and Other. The exercise of stock
options and other financing activities generated $2.0 billion
and $1.6 billion of cash in 2022 and 2021, respectively.
Liquidity
At June 30, 2022, our current liabilities exceeded current
assets by $11.4 billion, largely due to short-term borrowings
under our commercial paper program. We anticipate being
able to support our short-term liquidity and operating needs
largely through cash generated from operations. The
Company regularly assesses its cash needs and the available
sources to fund these needs. As of June 30, 2022, the
Company had $5.8 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,
should provide sufficient funding
to meet short-term
financing requirements.
On June 30, 2022, 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 $4.8 billion 364-day facility, which expire in
November 2026 and November 2022, respectively. Both
facilities can be extended for certain periods of time as
specified in the terms of the credit agreement. These
facilities are currently undrawn and we anticipate that they
will remain undrawn. These credit facilities do not have
cross-default or ratings triggers, nor do they have material
adverse events clauses, except at the time of signing. In
addition to these credit facilities, we have an automatically
effective registration statement on Form S-3 filed with the
SEC that is available for registered offerings of short- or
long-term debt securities. For additional details on debt, see
Note 10 to the Consolidated Financial Statements.
Guarantees and Other Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet
financing arrangements, including variable interest entities,
which we believe could have a material impact on our
financial condition or liquidity.
26 The Procter & Gamble Company
Contractual Commitments
Total
Less Than 1 Year
The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2022.
After 5 Years
($ millions)
RECORDED LIABILITIES
Total debt
Leases
U.S. Tax Act transitional charge (1)
OTHER
Interest payments relating to long-term debt
Minimum pension funding (2)
Purchase obligations (3)
TOTAL CONTRACTUAL COMMITMENTS
568
160
1,082
10,897 $
4,813
493
2,785
42,787 $
868
—
452
8,662 $
988
333
826
7,634 $
31,925 $
885
1,886
2,389
—
425
15,594
6,508 $
156
678
8,656 $
206
225
4,190 $
314
983
12,571
209
—
1-3 Years
3-5 Years
$
$
(1) Represents the U.S. federal tax liability associated with the repatriation provisions of the U.S. Tax Act.
(2) 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 2025 are not currently determinable.
(3) 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.
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
single point in time when ownership, risks and rewards
transfer, which can be on the date of shipment or the date of
receipt by the customer. Trade promotions, consisting
primarily of
in-store
merchandising funds, advertising and other promotional
activities and consumer coupons, are offered through various
programs to customers and consumers. Sales are recorded
net of trade promotion spending, which is recognized as
incurred at the time of the sale. Amounts accrued for trade
promotions at the end of a period require estimation, based
customer pricing
allowances,
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
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.
regulatory environments.
We operate in multiple jurisdictions with complex tax policy
these
and
jurisdictions, we may take tax positions that management
believes are supportable but are potentially subject to
successful challenge by the applicable taxing authority.
the respective
These
interpretational differences with
In certain of
The Procter & Gamble Company 27
governmental taxing authorities can be impacted by the local
economic and fiscal environment.
basis over the average remaining service period of the
employees expected to receive benefits.
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 considering
changing facts and circumstances, such as the progress of tax
audits, and adjust them accordingly. We have several 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 several estimates and assumptions inherent
in calculating the various components of our tax provision,
certain 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
include pension plans, both defined
world.
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
future
and management's best
expectations. As permitted by U.S. GAAP, the net amount
by which actual results differ from our assumptions is
deferred. If this net deferred amount exceeds 10% of the
greater of plan assets or liabilities, a portion of the deferred
amount is included in expense for the following year. The
cost or benefit of plan changes, such as increasing or
decreasing benefits for prior employee service (prior service
cost), is deferred and included in expense on a straight-line
regarding
judgment
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
For 2022, the average return on assets
Statements.
assumptions for pension plan assets and OPRB assets was
5.5% 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
$125 million.
Since pension and OPRB liabilities are measured on a
discounted basis, the discount rate impacts our plan
obligations and expenses. Discount rates used for our U.S.
defined benefit pension and 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
3.7% 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 $135 million. The average
discount rate on the OPRB plan of 5.0% reflects the higher
interest rates generally applicable in the U.S., which is where
most of the plan participants receive benefits. A 100 basis
point change in the discount rate would impact annual after-
tax OPRB expense by approximately $10 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
ended December 31. Assumptions used in our impairment
evaluations, such as forecasted growth rates and cost of
28 The Procter & Gamble Company
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 to expense over their estimated lives. An
impairment assessment for determinable-lived intangibles is
only required when an event or change in circumstances
indicates that the carrying amount of the asset may not be
recoverable.
Most of our goodwill reporting units are comprised of a
combination of legacy and acquired businesses and as a
result have fair value cushions that, at a minimum, exceed
three 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.
in
significant
assumptions utilized
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, the competitive environment,
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 against the U.S. dollar or an
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
including
consideration of both debt and equity components of the
capital structure. Our discount rate may be impacted by
the macroeconomic environment,
adverse changes
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.
rates of
required
industry
return,
in
While management can and has implemented strategies to
address these events in the past, changes in operating plans
or adverse changes in the business or in the macroeconomic
environment 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 intangible assets.
The duration and severity of the pandemic and the Russia-
Ukraine War could result in a slow-down or a recession or
drive inflationary pressures or foreign currency devaluations
in the general economy. These could trigger 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, 2022, the Gillette
indefinite-lived intangible asset is most susceptible to future
impairment risk. Our assessment of the Gillette intangible
asset assumes the net sales growth rates will continue to
recover from the impact of the pandemic. There continues to
be a high level of uncertainty relating to geopolitical and
macroeconomic factors as a result of the Russia-Ukraine War
there
and
the COVID-19 pandemic.
Accordingly,
Based on our annual impairment testing during the three
months ended December 31, 2021, the Shave Care reporting
unit's fair value exceeded its carrying value by more than
30% and the Gillette indefinite-lived intangible asset's fair
value exceeded its carrying value by approximately 5%.
The Procter & Gamble Company 29
in
and
global
impact
relative
the assumptions utilized
continues to be risk related to this key assumption. The
continued evolution of the pandemic and the Russia-Ukraine
War could
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
to purchase our products due to illness, 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 or by disruption in the supply chain or
operations due to the evolving Russia-Ukraine War. In
addition,
country/regional
macroeconomic factors including the Russia-Ukraine War
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
capital. As of June 30, 2022, the carrying values of the
Shave Care goodwill and the Gillette indefinite-lived
intangible asset were $12.3 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, some of which would result in
an impairment of the Gillette indefinite-lived intangible
asset.
impairment
Approximate Percent Change in Estimated
Fair Value
-25 bps
Growth
Rate
+25 bps
Discount
Rate
-50 bps
Royalty
Rate
N/A
(6)%
(6)%
(6)%
(6)%
(3)%
Shave Care goodwill
reporting unit
Gillette indefinite-
lived intangible asset
In light of the Russia-Ukraine War, we performed an
additional sensitivity analysis for the Shave Care reporting
unit and the Gillette indefinite-lived intangible asset for a
range of outcomes, including reduced future cash flows and
no future cash flows in Ukraine and Russia. Under these
scenarios, the Shave Care reporting unit fair value continued
to exceed its carrying value by approximately 30% and the
fair value
Gillette
exceeded or approximated its carrying value. However, if
intangible asset’s
indefinite-lived
the impact of the war were to extend beyond its current
scope, there could be a triggering event for the Gillette
indefinite-lived intangible asset that may cause us to perform
an additional impairment assessment for that asset in a future
period that may result in an impairment charge.
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, 2022.
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
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, 2022. In cases where data is unavailable in
RiskMetrics™, a reasonable proxy is included.
level.
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
30 The Procter & Gamble Company
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:
Net Sales
Growth
Year ended
June 30, 2022
Beauty
Grooming
Health Care
Fabric & Home
Care
Foreign
Exchange
Impact
2 % — %
3 %
2 %
1 %
9 %
Acquisition &
Divestiture
Impact/Other (1)
— %
— %
— %
Organic
Sales
Growth
2 %
5 %
10 %
6 %
2 %
— %
8 %
Baby, Feminine
& Family Care
5 %
1 %
— %
6 %
5 %
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.
— %
2 %
7 %
Adjusted Free Cash Flow. Adjusted free cash flow is
defined as operating cash flow less capital spending and
transitional tax payments resulting from the U.S. Tax Act
beginning in 2019. 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
16,723 $
18,371 $
13,792
(3,156) $
2022 $
15,809
(2,787) $
2021 $
(1) Adjustments to Operating Cash Flow include transitional tax
payments resulting from the U.S. Tax Act of $225 in 2022 and
2021.
225 $
225 $
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, 2022,
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, 2022,
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, 2022, and
June 30, 2021, we did not have any financial commodity
hedging activity.
Measures Not Defined By U.S. GAAP
In accordance with the SEC's Regulation S-K Item 10(e), the
following provides definitions of the non-GAAP measures
and the reconciliation to the most closely related GAAP
measure. 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:
The Procter & Gamble Company 31
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
2022 $ 13,792 $ 14,793 $
2021 $ 15,809 $ 14,352 $
Net Earnings
Excluding
Adjustments
— $ 14,793
427 $ 14,779
Adjusted
Free
Cash Flow
Productivity
93 %
107 %
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.
We do not view the above items to be indicative of underlying business results and its exclusion from Core earnings measures
provides a more comparable measure of year-on-year results. This item is 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, 2022
AS REPORTED (GAAP)
AS REPORTED
(GAAP)
Twelve Months Ended June 30, 2021
EARLY DEBT
EXTINGUISHMENT
NON-GAAP
(CORE)
NET EARNINGS ATTRIBUTABLE TO P&G
DILUTED NET EARNINGS PER COMMON
SHARE (1)
$
$
14,742 $
14,306 $
427 $
14,733
Core EPS
5.81 $
5.50 $
0.16 $
5.66
(1) Diluted net earnings per share are calculated on Net earnings attributable to Procter & Gamble.
CHANGE IN CURRENT YEAR REPORTED (GAAP) VERSUS NON-GAAP (CORE)(1)
CORE EPS
3 %
(1) Change versus year ago is calculated based on As Reported (GAAP) values for the twelve months ended June 30, 2022, versus the Non-GAAP (Core) values for the
twelve months ended June 30, 2021.
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.
32 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.
Global Internal Audit performs audits of internal controls over financial reporting as well as broader financial, operational and
compliance audits around the world, provides training and continually improves our internal control processes. The Company’s
internal control over financial reporting also includes a robust Control Self-Assessment Program that is conducted annually on
critical financial reporting areas of the Company. Management takes the appropriate action to correct any identified control
deficiencies.
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, 2022, 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, 2022, 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, 2022, as stated in their report which is included herein.
/s/ Jon R. Moeller
(Jon R. Moeller)
Chairman of the Board, President and Chief Executive Officer
/s/ Andre Schulten
(Andre Schulten)
Chief Financial Officer
August 5, 2022
The Procter & Gamble Company 33
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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows
for each of the three years in the period ended June 30, 2022, 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, 2022, 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 5, 2022, 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.
Intangible Assets — Gillette Indefinite Lived Intangible Asset — Refer to Notes 1 and 4 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of indefinite lived intangible assets for impairment involves the comparison of the fair value of each
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 rate. 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 assessment of the
Gillette brand indefinite lived intangible asset (the “Gillette brand”) as of December 31, 2021. Because the estimated fair value
exceeds the carrying value, no impairment was recorded. As of June 30, 2022, the carrying value of Gillette indefinite lived
intangible asset was $14.1 billion.
We identified the Company’s impairment evaluation of the Gillette indefinite lived intangible asset as a critical audit matter
because of the significant judgments made by management to estimate the fair value of the indefinite lived intangible asset. 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 rate, 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 rate
for the Gillette indefinite lived intangible asset included the following, among others:
34 The Procter & Gamble Company
• We tested the effectiveness of controls over 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 rate.
• 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 rate by:
• Testing the source information underlying the determination of net sales and earnings growth rates, royalty rates, and
discount rate and the mathematical accuracy of the calculations.
• Developing a range of independent estimates for the discount rate and comparing the discount rate selected by
management to that range.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
August 5, 2022
We have served as the Company’s auditor since 1890.
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 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, 2022, 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, 2022, 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, 2022, of the Company and our report
dated August 5, 2022, 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 5, 2022
36 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
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
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
NET EARNINGS PER COMMON SHARE: (1)
2020
2022
2021
$ 80,187 $ 76,118 $ 70,950
35,250
19,994
15,706
(465)
155
438
15,834
2,731
13,103
76
$ 14,742 $ 14,306 $ 13,027
42,157
20,217
17,813
(439)
51
570
17,995
3,202
14,793
51
37,108
21,024
17,986
(502)
45
86
17,615
3,263
14,352
46
Basic
Diluted
5.13
4.96
(1) Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter
6.00 $
5.81 $
5.69 $
5.50 $
$
$
& Gamble.
The Procter & Gamble Company 37See 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
2022
2021
$ 14,793 $ 14,352 $ 13,103
2020
Foreign currency translation (net of tax of $515, $(266) and $59, respectively)
Unrealized gains/(losses) on investment securities (net of tax of $1, $5 and $(1),
respectively)
Unrealized gains/(losses) on defined benefit postretirement plans (net of tax of $1,022,
$445 and $(42), respectively)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
TOTAL COMPREHENSIVE INCOME
Less: Comprehensive income attributable to noncontrolling interests
(1,450)
1,023
(1,083)
5
16
(12)
2,992
1,547
16,340
43
1,386
2,425
16,777
50
(150)
(1,245)
11,858
60
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO
PROCTER & GAMBLE
$ 16,297 $ 16,727 $ 11,798
38 The Procter & Gamble CompanySee accompanying Notes to Consolidated Financial Statements.
Consolidated Balance Sheets
Amounts in millions except stated values; As of June 30
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:
2022 - 4,009.2, 2021 - 4,009.2)
Additional paid-in capital
Reserve for ESOP debt retirement
Accumulated other comprehensive loss
Treasury stock, at cost (shares held: 2022 - 1,615.4, 2021 - 1,579.5)
Retained earnings
Noncontrolling interest
TOTAL SHAREHOLDERS' EQUITY
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
2022
2021
$
7,214 $ 10,288
5,143
4,725
2,168
856
3,900
6,924
2,372
21,653
21,195
39,700
23,679
10,981
1,645
719
3,619
5,983
2,095
23,091
21,686
40,924
23,642
9,964
$ 117,208 $ 119,307
$ 14,882 $ 13,720
10,523
8,889
33,132
23,099
6,153
10,269
72,653
9,554
8,645
33,081
22,848
6,809
7,616
70,354
843
—
870
—
4,009
65,795
(916)
(12,189)
4,009
64,848
(1,006)
(13,744)
(123,382) (114,973)
112,429 106,374
276
46,654
$ 117,208 $ 119,307
265
46,854
The Procter & Gamble Company 39See accompanying Notes to Consolidated Financial Statements.
Consolidated Statements of Shareholders' Equity
Dollars in millions except per
Common Stock
share amounts;
Shares Amount
shares in thousands
BALANCE JUNE 30, 2019 2,504,751 $4,009
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
BALANCE JUNE 30, 2020 2,479,746 $4,009
Net earnings
(61,346)
32,603
3,738
Other comprehensive
income/(loss)
(81,343)
28,001
3,302
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
BALANCE JUNE 30, 2021 2,429,706 $4,009
Net earnings
Other comprehensive
income/(loss)
Dividends and dividend
equivalents ($3.5227 per
share):
Common
Preferred
Treasury stock purchases
Employee stock plans
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
BALANCE JUNE 30, 2022 2,393,877 $4,009
(67,088)
28,042
3,217
Reserve
for ESOP
Debt
Preferred
Stock
Retirement
$928 $63,827 ($1,146)
Additional
Paid-In
Capital
Accumulated
Other
Comp-
rehensive
Retained
Treasury
Income/
Earnings
Stock
(Loss)
($14,936) ($100,406) $94,918
13,027
Non-
controlling
Interest
Total
Share-
holders'
Equity
(1,229)
(7,551)
(263)
(7,405)
2,212
26
362
5
(31)
66
108
$897 $64,194 ($1,080)
($16,165) ($105,573) $100,239
14,306
2,421
650
4
(27)
(8,020)
(271)
(11,009)
1,586
23
74
120
$870 $64,848 ($1,006)
($13,744) ($114,973) $106,374
14,742
1,555
(8,514)
(281)
(10,003)
1,571
23
90
108
($916)
($12,189) ($123,382) $112,429
945
4
(27)
(2)
$843 $65,795
$385 $47,579
76 13,103
(16) (1,245)
(7,551)
(263)
(7,405)
2,574
—
174
(88)
(88)
$357 $46,878
46 14,352
4 2,425
(8,020)
(271)
(11,009)
2,236
—
194
(131)
(131)
$276 $46,654
51 14,793
(8) 1,547
(8,514)
(281)
(10,003)
2,516
—
198
(54)
(56)
$265 $46,854
40 The Procter & Gamble CompanySee accompanying Notes to Consolidated Financial Statements.
Consolidated Statements of Cash Flows
Amounts in millions; Years ended June 30
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR
OPERATING ACTIVITIES
Net earnings
Depreciation and amortization
Loss on early extinguishment of debt
Share-based compensation expense
Deferred income taxes
Loss/(gain) on sale of assets
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
Additions to short-term debt with original maturities of more than three months
Reductions in short-term debt with original maturities of more than three months
Additions/(reductions) in other 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.
2022
2021
$ 10,288 $ 16,181 $ 4,239
2020
14,793
2,807
—
528
(402)
(85)
(694)
(1,247)
1,429
(635)
229
16,723
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
(3,156)
110
(1,381)
—
—
3
(4,424)
(2,787)
42
(34)
(55)
—
—
(2,834)
(3,073)
30
(58)
—
6,151
(5)
3,045
(8,770)
10,411
(11,478)
917
4,385
(2,343)
(10,003)
2,005
(14,876)
(8,263)
7,675
(7,577)
(3,431)
4,417
(4,987)
(11,009)
1,644
(21,531)
(7,789)
14,371
(12,984)
958
4,951
(2,447)
(7,405)
1,978
(8,367)
(497)
(3,074)
(139)
101
(5,893)
11,942
$ 7,214 $ 10,288 $ 16,181
$
451 $
531 $
3,818
3,822
434
3,550
The Procter & Gamble Company 41See accompanying Notes to Consolidated Financial Statements.
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
The Procter & Gamble Company's (the "Company," "Procter
& Gamble," "we" or "us") business is focused on providing
branded consumer packaged goods of superior quality and
value. Our products are sold in approximately 180 countries
and territories primarily through mass merchandisers, e-
commerce (including social commerce) channels, 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.
than
three months separately within
Beginning in fiscal year 2022, the Company began to present
increases and reductions in short-term debt with maturities
of more
the
Consolidated Statements of Cash Flows. The presentation
for the twelve months ended June 30, 2021, and June 30,
2020, have been revised to align with the current period
presentation. This change had no impact on total financing
activities, and we have concluded the change is not material.
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, regarding
long-lived assets,
future cash
lives
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
that
in
materially affect the financial statements in a given year.
impairment charges
result
Revenue Recognition
Our revenue is primarily generated from the sale of finished
product to customers. Those sales predominantly contain a
single performance obligation and revenue is recognized at a
single point in time when ownership, risks and rewards
transfer, which can be on the date of shipment or the date of
receipt by the customer. A provision for payment discounts
and product return allowances is recorded as a reduction of
sales in the same period the revenue is recognized. The
revenue recorded is presented net of sales and other taxes we
collect on behalf of governmental authorities. The revenue
includes shipping and handling costs, which generally are
included in the list price to the customer.
Trade promotions, consisting primarily of customer pricing
allowances, merchandising funds and consumer coupons, are
offered
to customers and
consumers. Sales are recorded net of trade promotion
spending, which is recognized as incurred at the time of the
sale.
terms of
approximately one year. Accruals for expected payouts
under these programs are included as accrued marketing and
promotion in the Accrued and other liabilities line item in the
Consolidated Balance Sheets.
through various programs
these arrangements have
Most of
Cost of Products Sold
Cost of products sold is primarily comprised of direct
materials and supplies consumed in the manufacturing of
product, as well as manufacturing labor, depreciation
expense and direct overhead 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
selling
primarily comprised of marketing expenses,
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 $2.0
billion in 2022, $1.9 billion in 2021 and $1.8 billion in 2020.
Advertising costs, charged to expense as incurred, include
worldwide television, print, radio, internet and in-store
advertising expenses and were $7.9 billion in 2022, $8.2
billion in 2021 and $7.3 billion in 2020. 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.
42 The Procter & Gamble CompanyAmounts in millions of dollars except per share amounts or as otherwise specified.
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
office furniture and fixtures (15-year
life), computer
equipment and capitalized software (3- to 5-year lives) and
manufacturing equipment (3- to 20-year lives). Buildings
are depreciated over an estimated useful life of 40 years.
Estimated useful lives are periodically reviewed and, when
appropriate, changes are made prospectively. When certain
events or changes in operating conditions occur, asset lives
may be adjusted and an impairment assessment may be
performed on the recoverability of the carrying amounts.
Goodwill and Other Intangible Assets
Goodwill and indefinite-lived intangible assets are not
amortized but are evaluated for impairment annually or more
often if indicators of a potential impairment are present. Our
annual
is performed
separately from our impairment testing of indefinite-lived
intangible assets.
testing of goodwill
impairment
We have acquired brands that have been determined to have
indefinite lives. We evaluate several 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.
Other Non-Operating Income, Net
Other non-operating income, net primarily includes net
acquisition and divestiture gains, net non-service impacts
related to postretirement benefit plans, investment income
and other non-operating items.
Currency Translation
Financial statements of operating subsidiaries outside the
U.S. generally are measured using the local currency as the
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
functional currency.
Re-measurement adjustments for
financial statements in highly inflationary economies and
other transactional exchange gains and losses are reflected in
earnings.
to
recorded
translate
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
financing
exposures
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.
intercompany
resulting
from
Investments
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
less
determinable fair values are measured at cost,
impairments, plus or minus observable price changes.
Equity investments are included as Other noncurrent assets
in the Consolidated Balance Sheets.
investments,
The Company also holds highly-liquid
primarily money market funds and time deposits. 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
The Procter & Gamble Company 43Amounts in millions of dollars except per share amounts or as otherwise specified.
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
In March 2020, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) 2020-
04, "Reference Rate Reform (Topic 848): Facilitation of the
Effects of Reference Rate Reform on Financial Reporting."
In January 2021, the FASB issued ASU 2021-01, "Reference
Rate Reform (Topic 848): Scope." The amendments were
effective upon issuance and provide optional expedients and
exceptions for applying generally accepted accounting
principles (GAAP) to contracts, hedging relationships and
other transactions affected by reference rate reform if certain
criteria are met. We have completed our evaluation of
significant contracts. Most contracts reviewed will mature
prior to the termination of LIBOR or will be modified to
apply a new reference rate, primarily the Secured Overnight
Financing Rate (SOFR) where applicable. As a result, the
guidance has not had, and is not expected to have, a material
impact on
the Company's Consolidated Financial
Statements.
In November 2021, the FASB issued ASU 2021-10,
"Government Assistance (Topic 832): Disclosures by
Business Entities about Government Assistance". This
guidance requires annual disclosures for transactions with a
government authority that are accounted for by applying a
These amendments are
grant or contribution model.
effective for annual periods beginning after December 15,
2021, with early adoption permitted. We plan to adopt the
standard for the fiscal year ending June 30, 2023. We are
currently assessing the impact of this guidance and do not
expect a material impact at this time.
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
& Family Care. Our five reportable segments are comprised
of:
• Beauty: Hair Care (Conditioner, Shampoo, Styling
Aids, Treatments);
Personal Care
Skin
(Antiperspirant and Deodorant, Personal Cleansing,
Skin Care);
and
• 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);
Personal Health
Care);
• Fabric & Home Care: Fabric Care (Fabric Enhancers,
Laundry Additives, Laundry Detergents); Home Care
(Air Care, Dish Care, P&G Professional, Surface Care);
and
• Baby, Feminine & Family Care: Baby Care (Baby
Wipes, Taped Diapers and Pants); Feminine Care (Adult
Incontinence, Feminine Care); Family Care (Paper
Towels, Tissues, Toilet Paper).
While none of our reportable segments are highly seasonal,
components within certain reportable segments, such as
Appliances (Grooming) and Personal Health Care (Health),
are seasonal.
The accounting policies of the segments are generally the
same as those described in Note 1. Differences between
these policies and U.S. GAAP primarily reflect income
taxes, which are reflected in the segments using applicable
blended statutory rates. Adjustments to arrive at our
effective tax rate are included in Corporate. 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.
Corporate includes certain operating and non-operating
activities that are not reflected in the operating results used
internally to measure and evaluate the businesses, as well as
items to adjust management reporting principles to U.S.
GAAP. Operating activities in Corporate include the results
of incidental businesses managed at the corporate level.
Operating elements also include certain employee benefit
costs, the costs of certain restructuring-type activities to
maintain
including
manufacturing and workforce optimization, 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.
competitive
structure,
cost
a
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.
receivable,
44 The Procter & Gamble CompanyAmounts in millions of dollars except per share amounts or as otherwise specified.
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:
% of Net sales by operating segment (1)
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 recorded
2021
22%
12%
10%
10%
9%
9%
8%
7%
6%
5%
2%
100%
2022
23%
12%
10%
9%
9%
9%
8%
6%
6%
6%
2%
100%
2020
22%
11%
11%
10%
9%
9%
8%
7%
6%
5%
2%
100%
Net sales and long-lived assets in the United States and
internationally were as follows (in billions):
Years ended June 30
NET SALES
United States
International
2022
2021
2020
$ 36.5 $ 33.7 $ 31.3
$ 43.7 $ 42.4 $ 39.7
LONG-LIVED ASSETS (1)
United States
International
$ 10.7 $ 10.1 $
9.9
$ 10.5 $ 11.6 $ 10.8
(1) Long-lived assets consists of property, plant and equipment.
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 2022, 2021 and 2020. No other customer represents more
than 10% of our consolidated net sales.
in Corporate.
Global Segment Results
BEAUTY
GROOMING
HEALTH CARE
FABRIC & HOME CARE
BABY, FEMININE &
FAMILY CARE
CORPORATE
TOTAL COMPANY
Net Sales
2022 $ 14,740 $
2021 14,417
2020 13,359
6,587
2022
6,440
2021
2020
6,069
2022 10,824
2021
9,956
9,028
2020
2022 27,556
2021 26,014
2020 23,735
2022 19,736
2021 18,850
2020 18,364
744
2022
2021
441
395
2020
2022 $ 80,187 $
2021 76,118
2020 70,950
Earnings/(Loss)
Before
Income Taxes
Net Earnings
/(Loss)
Depreciation
and
Amortization
3,946 $
4,018
3,437
1,835
1,728
1,613
2,618
2,398
2,156
5,729
5,986
5,426
3,160 $
3,210
2,737
1,490
1,427
1,329
2,006
1,851
1,652
4,386
4,622
4,154
Total
Assets
348 $ 6,055 $
5,587
333
320
5,531
361 20,482
378 20,668
406 20,589
7,888
376
7,976
372
7,726
350
8,567
672
8,334
646
7,745
605
Capital
Expenditures
331
386
397
260
291
305
410
364
338
988
1,006
887
4,267
4,723
4,534
(400)
(1,238)
(1,332)
17,995 $
17,615
15,834
3,266
3,629
3,465
485
(387)
(234)
14,793 $
14,352
13,103
826
8,443
846
8,666
8,628
839
224 65,773
160 68,076
493 70,481
2,807 $117,208 $
2,735 119,307
3,013 120,700
932
814
764
235
(74)
382
3,156
2,787
3,073
The Procter & Gamble Company 45Amounts in millions of dollars except per share amounts or as otherwise specified.
NOTE 3
SUPPLEMENTAL FINANCIAL INFORMATION
$
2021
46,697
(25,502)
8,165
35,367
808
2,358
8,087 $
35,098
756
2,756
The components of property, plant and equipment were as
follows:
As of June 30
2022
PROPERTY, PLANT AND EQUIPMENT
Buildings
Machinery and equipment
Land
Construction in progress
TOTAL PROPERTY, PLANT
AND EQUIPMENT
Accumulated depreciation
PROPERTY, PLANT AND
EQUIPMENT, NET
Selected components of current and noncurrent liabilities
were as follows:
As of June 30
ACCRUED AND OTHER LIABILITIES - CURRENT
Marketing and promotion
Compensation expenses
Taxes payable
Restructuring reserves
Leases
Other
TOTAL
3,878 $
4,140
1,797
2,145
587
637
147
278
205
219
2,940
3,104
9,554 $ 10,523
$ 21,195 $ 21,686
46,698
(25,012)
2021
2022
$
$
OTHER NONCURRENT LIABILITIES
Pension benefits
$
U.S. Tax Act transitional tax payable
Other retiree benefits
Uncertain tax positions
Long term operating leases
Other
TOTAL
3,139 $
1,661
672
752
595
797
5,452
1,891
922
794
631
579
7,616 $ 10,269
$
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
ongoing programs have generally ranged from $250 to $500
annually.
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 assets relate primarily to
technology
manufacturing
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.
total
restructuring charges of $253 and $330 for the years ended
June 30, 2022 and 2021. Of the charges incurred for fiscal
year 2022, $67 were recorded in SG&A, $182 in Costs of
products sold and $4 in Other non-operating income, net. Of
the charges incurred in fiscal year 2021, $176 were recorded
in SG&A, $134 in Costs of products sold and $20 in Other
non-operating income, net. The following table presents
restructuring activity for the years ended June 30, 2022 and
2021:
The Company
consolidations
incurred
and
Separations
Asset-Related
Costs
Other Total
RESERVE JUNE
30, 2020
$
Cost incurred and
charged to expense
Cost paid/settled
RESERVE JUNE
30, 2021
Cost incurred and
charged to expense
Cost paid/settled
RESERVE JUNE
30, 2022
$
285 $
— $ 187 $ 472
127
(236)
24 179 330
(24) (264) (524)
176
— 102 278
88
(143)
87
78 253
(87) (154) (384)
121 $
— $ 26 $ 147
46 The Procter & Gamble CompanyAmounts in millions of dollars except per share amounts or as otherwise specified.
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
2022
2021
However, for information purposes, the following table
summarizes the total restructuring costs related to our
reportable segments:
Years ended June 30
Beauty
Grooming
Health Care
Fabric & Home Care
Baby, Feminine & Family Care
Corporate (1)
Total Company
54
102
136
75
192
223
$ 253 $ 330 $ 782
13 $
25
51
22
29
190
11 $
14
32
42
83
71
2020 (2)
$
(1)
(2)
Corporate includes costs related to allocated overheads, including
charges related to our Enterprise Markets, Global Business Services
and Corporate Functions activities.
Fiscal 2020 includes incremental restructuring charges above ongoing
programs and tied to a multi-year productivity and cost savings plan
(announced in 2017) to further reduce costs in the areas of supply
chain, certain marketing activities and overhead expense.
NOTE 4
GOODWILL AND INTANGIBLE ASSETS
The change in the net carrying amount of goodwill by reportable segment was as follows:
BALANCE AT JUNE 30, 2020 - NET (1)
Acquisitions and divestitures
Translation and other
BALANCE AT JUNE 30, 2021 - NET (1)
Acquisitions and divestitures
Translation and other
BALANCE AT JUNE 30, 2022 - NET (1)
Beauty
Grooming Health Care
Fabric &
Home Care
Baby,
Feminine &
Family Care
Total
Company
$ 12,902 $ 12,815 $
—
280
13,095
—
(524)
$ 13,296 $ 12,571 $
—
355
13,257
781
(742)
7,786 $
16
244
8,046
1
(458)
7,589 $
1,841 $
—
32
1,873
—
(65)
1,808 $
4,557 $ 39,901
16
—
1,007
96
40,924
4,653
782
—
(217)
(2,006)
4,436 $ 39,700
(1) Grooming goodwill balance is net of $7.9 billion accumulated impairment losses.
Goodwill and indefinite-lived intangibles are tested for impairment at least annually by comparing the estimated fair values of
our reporting units and underlying indefinite-lived intangible assets to their respective carrying values. We typically use an
income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows
attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of
other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and
profitability). Significant judgement by management is required to estimate the impact of macroeconomic and other factors on
future cash flows, including those related to the COVID-19 pandemic and the Russia-Ukraine War. Estimates utilized in the
projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities,
cost containment and margin expansion, Company business plans, the underlying product or technology life cycles, economic
barriers to entry, a brand's relative market position and the discount rate applied to the cash flows. Unanticipated market or
macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and
assumptions.
We believe the estimates and assumptions utilized in our impairment testing are reasonable and are comparable to those that
would be used by other marketplace participants. However, actual events and results could differ substantially from those used
in our valuations. To the extent such factors result in a failure to achieve the level of projected cash flows initially used to
estimate fair value for purposes of establishing or subsequently impairing the carrying amount of goodwill and related
intangible assets, we may need to record additional non-cash impairment charges in the future.
Goodwill decreased during fiscal 2022 due to currency translation across all reportable segments, partially offset by three
acquisitions (Farmacy Beauty, Ouai and TULA) in the Beauty reportable segment.
The Procter & Gamble Company 47Amounts in millions of dollars except per share amounts or as otherwise specified.
Goodwill increased during fiscal 2021 driven by a minor
brand acquisition in the Health Care reportable segment and
currency
segments.
reportable
translation across all
Identifiable intangible assets were comprised of:
2022
2021
Gross
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Accumulated
As of June 30
Amortization
Amortization
INTANGIBLE ASSETS WITH DETERMINABLE LIVES
(2,546)
Brands
Patents and
technology
(2,628) $ 3,908 $
(2,609) 2,781
$ 4,299 $
2,769
(2,575)
Customer
relationships 1,797
147
Other
TOTAL
$ 9,012 $
INTANGIBLE ASSETS WITH INDEFINITE LIVES
Brands
TOTAL
(939) 1,789
(97)
150
(6,273) $ 8,628 $
— 21,114
(6,273) $29,742 $
20,940
$29,952 $
(882)
(97)
(6,100)
—
(6,100)
Amortization expense of intangible assets was as follows:
Years ended June 30
2020
Intangible asset amortization
2022
2021
$ 312 $ 318 $ 360
Estimated amortization expense over the next five fiscal
years is as follows:
Years ending June 30
Estimated
amortization expense $ 316 $ 305 $ 288 $ 268 $ 258
2026
2024
2023
2025
2027
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.
We have elected to account for the tax effects of Global
Intangible Low-Taxed Income (GILTI) as a current period
expense when incurred.
Earnings before income taxes consisted of the following:
Years ended June 30
2020
United States
International
TOTAL
2021
$ 11,698 $ 10,858 $ 10,338
6,297 6,757 5,496
$ 17,995 $ 17,615 $ 15,834
2022
2020
2021
2022
Income taxes consisted of the following:
Years ended June 30
CURRENT TAX EXPENSE
U.S. federal
International
U.S. state and local
TOTAL
DEFERRED TAX EXPENSE/(BENEFIT)
39
U.S. federal
(635)
International and other
TOTAL
(596)
TOTAL TAX EXPENSE $ 3,202 $ 3,263 $ 2,731
$ 1,916 $ 1,663 $ 1,266
1,333 1,534 1,769
292
3,604 3,521 3,327
(65)
(193)
(258)
(320)
(82)
(402)
324
355
2021
2022
1.4 %
1.3 %
(1.6)%
(1.4)%
(0.1)%
21.0 %
1.5 %
(0.5)%
(1.6)%
(0.3)%
21.0 %
(2.0)%
21.0 %
— % — %
A reconciliation of the U.S. federal statutory income tax rate
to our actual effective income tax rate is provided below:
Years ended June 30
2020
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
Other
EFFECTIVE INCOME
TAX RATE
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.
(0.4)%
(0.9)%
(0.1)%
(0.6)%
0.1 %
(1.2)%
17.8 %
18.5 %
(1.1)%
(1.0)%
17.2 %
(1.0)%
Tax costs charged to shareholders' equity totaled $1,538 for
the year ended June 30, 2022. This primarily relates to the
tax effects of certain adjustments to pension obligations
recorded in shareholders' equity and the tax effects of net
investment hedges. 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
48 The Procter & Gamble CompanyAmounts in millions of dollars except per share amounts or as otherwise specified.
pension obligations
recorded
partially offset by the tax effects of net investment hedges.
in shareholders' equity,
liabilities of approximately $12, including interest and
penalties.
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 $22 billion of
earnings that are considered indefinitely invested.
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, 2022, 2021
and 2020, we had accrued interest of $179, $166 and $141
and accrued penalties of $12, $10 and $17, respectively,
which are not included in the above table. During the fiscal
years ended June 30, 2022, 2021 and 2020, we recognized
$21, $38 and $39 in interest expense and $2, $6 and $1 in
penalties expense, respectively.
Deferred income tax assets and liabilities were comprised of
the following:
A reconciliation of the beginning and ending liability for
uncertain tax positions is as follows:
Years ended June 30
2022
BEGINNING OF YEAR $
Increases in tax positions
for prior years
627 $
485 $
102
157
2021
2020
466
60
Decreases in tax positions
for prior years
Increases in tax positions
for current year
Settlements with taxing
authorities
Lapse in statute of
limitations
Currency translation
END OF YEAR
(118)
(34)
(21)
53
60
82
(42)
(26)
(83)
(17)
(22)
583 $
(24)
9
627 $
(12)
(7)
485
$
Included in the total liability for uncertain tax positions at
June 30, 2022, is $363 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 2010 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
including
progress
tax
of
As of June 30
DEFERRED TAX ASSETS
Loss and other carryforwards
Pension and other retiree benefits
$
Capitalized research & development
Accrued marketing and promotion
Stock-based compensation
Fixed assets
Lease liabilities
Unrealized loss on financial and
foreign exchange transactions
Advance payments
Inventory
Accrued interest and taxes
Other
Valuation allowances
TOTAL
2022
2021
914
1,030
740 $ 1,476
646
358
420
424
386
386
209
223
185
196
138
82
41
22
717
(409)
109
—
31
22
878
(569)
$ 4,091 $ 4,564
DEFERRED TAX LIABILITIES
Goodwill and intangible assets
Fixed assets
Other retiree benefits
$ 5,783 $ 5,761
1,512
645
1,542
1,031
Unrealized gain on financial and
foreign exchange transactions
Lease right-of-use assets
Foreign withholding tax on earnings
to be repatriated
Other
TOTAL
439
179
111
191
70
244
108
175
$ 9,288 $ 8,503
Net operating loss carryforwards were $2.5 billion at
June 30, 2022, and $3.0 billion at June 30, 2021. If unused,
approximately $300 will expire between 2022 and 2041.
The remainder, totaling $2.2 billion at June 30, 2022, may be
carried forward indefinitely.
The Procter & Gamble Company 49Amounts in millions of dollars except per share amounts or as otherwise specified.
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. 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).
Net earnings per share were calculated as follows:
Years ended June 30
CONSOLIDATED AMOUNTS
Net earnings
Less: Net earnings attributable to noncontrolling interests
Net earnings attributable to P&G
Less: Preferred dividends
Net earnings attributable to P&G available to common shareholders (Basic)
Net earnings attributable to P&G available to common shareholders (Diluted)
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
Diluted
2022
2021
2020
51
14,742
281
$ 14,793 $ 14,352 $ 13,103
76
13,027
263
$ 14,461 $ 14,035 $ 12,764
$ 14,742 $ 14,306 $ 13,027
46
14,306
271
2,410.3
2,465.8
2,487.1
49.5
79.3
2,539.1
52.5
82.7
2,601.0
52.7
86.0
2,625.8
$
$
6.00 $
5.81 $
5.69 $
5.50 $
5.13
4.96
(1) Excludes 11 million, 9 million and 6 million in 2022, 2021 and 2020, respectively, of weighted average stock options outstanding
because the exercise price of these options was greater than the average market value of the Company's stock or their effect was
antidilutive.
(2) An overview of preferred shares can be found in Note 8.
(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. RSUs vest and settle in shares of common
stock three 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. The program
includes a Relative Total Shareholder Return (R-TSR)
modifier under which the number of shares ultimately
the Company's actual
granted
impacted by
is also
to our consumer products
shareholder return relative
competitive peer set.
In addition to these long-term incentive programs, we award
RSUs to the Company's non-employee directors and make
other minor stock option and RSU grants to employees for
which the terms are not substantially different from our long-
term incentive awards.
A total of 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 119
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
50 The Procter & Gamble CompanyAmounts in millions of dollars except per share amounts or as otherwise specified.
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
includes an estimate of
Statement of Earnings and
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
271 $
257
528 $
279 $
261
540 $
249
309
558
2020
2022
2021
$
$
Income tax benefit
$
88 $
102 $
97
We utilize an industry standard lattice-based valuation model
to calculate the fair value for stock options granted.
Assumptions utilized in the model, which are evaluated and
revised to reflect market conditions and experience, were as
follows:
Years ended June 30
Interest rate
Weighted average
interest rate
Dividend yield
Expected
volatility
Expected life in
years
2022
0.1 - 1.6 %
2020
1.1 - 1.4 %
2021
- 0.7 %
1.5 %
2.4 %
0.6 %
2.4 %
1.3 %
2.4 %
19 %
20 %
17 %
9.2
9.1
9.2
0.
1
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, 2022, 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)
Options
Outstanding at
July 1, 2021
Granted
Exercised
Forfeited/expired
Outstanding at
June 30, 2022
Exercisable
138,272 $ 91.24
14,369 141.67
(25,040) 77.07
(886) 116.38
126,715 $ 99.59
86,992 $ 84.89
5.4 $ 5,618
4.0 $ 5,124
2021
2022
2020
$ 21.55 $ 20.94 $ 15.60
The following table provides additional information on stock
options:
Years ended June 30
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
1,930 1,705 2,019
1,886 1,401 1,455
292
236
177
399
217
298
At June 30, 2022, $166 of compensation cost had not yet
been recognized related to stock option grants. That cost is
expected to be recognized over a remaining weighted
average period of 1.5 years.
A summary of non-vested RSUs and PSUs outstanding
under the plans as of June 30, 2022, and activity during the
year then ended is presented below:
RSUs
PSUs
Units (in
thousands)
Units (in
thousands)
Weighted
Average
Grant Date
Weighted
Average
Grant Date
Fair Value
971 $ 135.24
539 152.69
(550) 121.62
(32) 152.89
Fair Value
3,237 $ 114.68
1,365 141.13
(1,656) 109.08
(114) 123.06
RSU and PSU
awards
Non-vested at
July 1, 2021
Granted
Vested
Forfeited
Non-vested at
June 30, 2022
At June 30, 2022, $216 of compensation cost had 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 $248, $266 and $264 in 2022, 2021 and
2020, respectively.
2,832 $ 130.37
928 $ 152.94
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 $366, $340 and $317 in
2022, 2021 and 2020, respectively.
The Procter & Gamble Company 51Amounts in millions of dollars except per share amounts or as otherwise specified.
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 2022, 2021 and
2020.
is set annually.
the contribution
rate
We maintain The Procter & Gamble Profit Sharing Trust
(Trust) and Employee Stock Ownership Plan (ESOP) to
provide a portion of the funding for the U.S. DC plan and
other retiree benefits (described below). Operating details of
the ESOP are provided at the end of this Note. The fair
value of the ESOP Series A shares allocated to participants
reduces our cash contribution required to fund the U.S. DC
plan.
Defined Benefit Retirement Plans and Other Retiree
Benefits
We offer defined benefit retirement pension plans to certain
employees. These benefits relate primarily to 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. The plans require
cost sharing with retirees and pay a stated percentage of
expenses, reduced by deductibles and other coverages.
These benefits are 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 (5)
Net actuarial loss/(gain)
Special termination benefits
Currency translation and other
Benefit payments
BENEFIT OBLIGATION AT END OF YEAR (3)
Pension Benefits (1)
2021
2022
Other Retiree Benefits (2)
2022
2021
$ 18,469 $ 17,761 $
253
253
14
5
(4,067)
4
(1,720)
(603)
275
240
13
34
(466)
17
1,220
(625)
$ 12,608 $ 18,469 $
4,206 $
86
99
67
(586)
(586)
1
51
(268)
3,070 $
4,770
94
114
76
—
(678)
2
64
(236)
4,206
$ 13,041 $ 11,484 $
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) Primarily non-U.S.-based defined benefit retirement plans.
(2) Primarily U.S.-based other postretirement benefit plans.
(3) For the pension benefit plans, the benefit obligation is the projected benefit obligation. For other retiree benefit plans, the benefit
6,444 $
526
37
67
1
82
(268)
6,889 $
3,819 $
5,618
879
34
76
2
71
(236)
6,444
2,238
(1,233)
222
14
(1,268)
—
(603)
$ 10,173 $ 13,041 $
(5,428) $
$
1,058
202
13
909
—
(625)
(2,435) $
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.
(5) Primarily relates to adjustments in the self-insured U.S. retiree health care program to utilize fully-insured Medicare Advantage
Programs beginning in January 2022.
The actuarial gain for pension plans in 2022 was primarily related to increases in discount rates. The actuarial gain for other
retiree benefits in 2022 was primarily related to increases in discount rates, partially offset by unfavorable medical claim
experience. 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.
52 The Procter & Gamble CompanyAmounts in millions of dollars except per share amounts or as otherwise specified.
The underfunding of pension benefits is primarily a function of the different funding incentives that exist outside of the U.S. In
certain countries, there are no legal requirements or financial incentives provided to companies to pre-fund pension obligations
prior to their due date. In these instances, benefit payments are typically paid directly from the Company's cash as they become
due.
Pension Benefits
2021
2022
Other Retiree Benefits
2021
2022
As of June 30
CLASSIFICATION OF NET AMOUNT RECOGNIZED
Noncurrent assets
Current liabilities
Noncurrent liabilities
NET AMOUNT RECOGNIZED
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE (INCOME)/LOSS (AOCI)
Net actuarial loss/(gain)
Prior service cost/(credit)
NET AMOUNTS RECOGNIZED IN AOCI
88 $
(64)
(5,452)
(5,428) $
765 $
(61)
(3,139)
(2,435) $
4,869 $
198
5,067 $
1,906 $
170
2,076 $
$
$
$
$
4,525 $
(34)
(672)
3,819 $
(1,093) $
(907)
(2,000) $
3,193
(33)
(922)
2,238
(504)
(471)
(975)
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 $11.9 billion and $17.3 billion as of June 30, 2022 and 2021,
respectively. Information related to the funded status of selected pension and other retiree benefits at June 30 is as follows:
2021
As of June 30
PENSION PLANS WITH A PROJECTED BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETS
2022
Projected benefit obligation
Fair value of plan assets
$
7,989 $
4,789
11,747
6,231
PENSION PLANS WITH AN ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETS
7,191 $
4,433
Accumulated benefit obligation
Fair value of plan assets
$
11,005
6,226
OTHER RETIREE BENEFIT PLANS WITH AN ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF
PLAN ASSETS
Accumulated benefit obligation
Fair value of plan assets
$
808 $
102
1,082
127
The Procter & Gamble Company 53Amounts in millions of dollars except per share amounts or as otherwise specified.
Pension Benefits
2021
Other Retiree Benefits
2021
2020
2022
Net Periodic Benefit Cost. Components of the net periodic benefit cost were as follows:
$
2022
2020
275 $
240
(783)
423
25
247 $
276
(740)
340
25
253 $
253
(684)
337
28
Years ended June 30
AMOUNTS RECOGNIZED IN NET PERIODIC BENEFIT COST/(CREDIT)
Service cost
Interest cost
Expected return on plan assets
Amortization of net actuarial loss
Amortization of prior service cost/(credit)
Amortization of net actuarial (gain)/loss due to
7
settlements
11
Special termination benefits
166
GROSS BENEFIT COST/(CREDIT)
—
Dividends on ESOP preferred stock
166 $
NET PERIODIC BENEFIT COST/(CREDIT)
CHANGE IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN AOCI
$
Net actuarial loss/(gain) - current year
Prior service cost/(credit) - current year
Amortization of net actuarial loss
Amortization of prior service (cost)/credit
Amortization of net actuarial loss/(gain) due to
settlements
Currency translation and other
TOTAL CHANGE IN AOCI
NET AMOUNTS RECOGNIZED IN PERIODIC
BENEFIT COST/(CREDIT) AND AOCI
$ (2,150) $
5
(337)
(28)
(5)
4
186
—
186 $
5
17
202
—
202 $
5
(486)
(2,991)
(741)
34
(423)
(25)
(5)
367
(793)
$ (2,805) $
(591)
$
86 $
99
(564)
11
(107)
94 $
114
(508)
47
(60)
—
1
(474)
—
(474) $
—
2
(311)
(8)
(319) $
100
160
(473)
68
(48)
—
2
(191)
(19)
(210)
(548) $ (1,049)
—
(586)
(47)
(11)
60
107
—
13
(1,025)
—
—
(1,036)
$ (1,499) $ (1,355)
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, 2022 and 2021, were as follows: (1)
Other Retiree Benefits
2022
2021
5.0 %
N/A
N/A
6.4 %
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
N/A
N/A
N/A
N/A
4.5 %
2028
4.5 %
2028
2022
3.7 %
2.8 %
4.3 %
N/A
1.7 %
2.7 %
4.4 %
N/A
3.2 %
N/A
N/A
6.4 %
Pension Benefits
2021
(1) Determined as of end of fiscal year.
54 The Procter & Gamble CompanyAmounts in millions of dollars except per share amounts or as otherwise specified.
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
2021
1.5 %
6.5 %
2.5 %
4.4 %
2022
1.7 %
5.5 %
2.7 %
4.4 %
2020
1.9 %
6.6 %
2.6 %
4.4 %
Other Retiree Benefits
2021
3.1 %
8.4 %
N/A
N/A
2022
3.2 %
8.4 %
N/A
N/A
2020
3.7 %
8.4 %
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 3 - 5% 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, 2022, and actual asset allocation by asset category as of June 30, 2022
and 2021, were as follows:
Target Asset Allocation
Actual Asset Allocation at June 30
Asset Category
Cash
Debt securities
Equity securities
TOTAL
Pension Benefits
— %
61 %
39 %
100 %
Other Retiree
Benefits
2 %
2 %
96 %
100 %
Pension Benefits
2022
2021
Other Retiree Benefits
2021
2022
1 %
58 %
41 %
100 %
1 %
59 %
40 %
100 %
2 %
1 %
97 %
100 %
2 %
2 %
96 %
100 %
The Procter & Gamble Company 55Amounts in millions of dollars except per share amounts or as otherwise specified.
The following table sets forth the fair value of the Company's plan assets as of June 30, 2022 and 2021, 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)
TOTAL ASSETS IN THE FAIR
VALUE HIERARCHY
Investments valued at net asset value (4)
TOTAL ASSETS AT FAIR VALUE
Pension Benefits
Other Retiree Benefits
Fair Value
Hierarchy Level
2022
2021
Fair Value
Hierarchy Level
2022
2021
1
2
3
$
78 $
—
—
1,545
94
82
—
—
1,931
111
1,717
2,124
8,456 10,917
$ 10,173 13,041
1
1
2
2
$
130 $
319
6,340
—
—
6,789
100
$ 6,889
131
275
5,911
3
—
6,320
124
6,444
(1) Company preferred stock is valued based on the value of Company common stock and is presented net of ESOP debt discussed below.
(2) Fixed income securities, classified as Level 2, are estimated by using pricing models or quoted prices of securities with similar
characteristics.
(3) 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.
(4)
Investments valued using net asset value as a practical expedient are primarily equity and fixed income collective funds.
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 $15 remain outstanding at
June 30, 2022. 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 $3.52 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, 2023, is $244 and $47, 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
or regulatory conditions.
In addition, we take into
consideration our business investment opportunities and
resulting cash requirements. Accordingly, actual funding
may differ significantly from current estimates.
Total benefit payments expected to be paid to participants,
which include payments funded from the Company's assets
and payments from the plans are as follows:
Years ending June 30
EXPECTED BENEFIT PAYMENTS
Pension
Benefits
Other Retiree
Benefits
$
2023
2024
2025
2026
2027
2028 - 2032
571 $
564
590
585
601
3,459
177
186
190
193
198
1,076
56 The Procter & Gamble CompanyAmounts 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 2021. Debt service requirements were funded
by preferred stock dividends, cash contributions and
advances provided by the Company, of which $901 are
outstanding at June 30, 2022. 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 $3.52 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
was 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
Allocated
Unallocated
TOTAL SERIES A
2021
25,901 27,759 29,591
2,479
27,024 29,528 32,070
1,123
1,769
2020
2022
Allocated
Unallocated
TOTAL SERIES B
30,719 29,203 27,894
20,120 22,349 24,418
50,839 51,552 52,312
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
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, 2022, was not material. The
Company has not been required to post collateral as a result
of these contractual features.
termination of
Interest Rate Risk Management
Our policy is to manage interest cost using a mixture of
fixed-rate and variable-rate debt. To manage this risk in a
cost-efficient manner, we enter into interest rate swaps
whereby we agree to exchange with the counterparty, at
specified intervals, the difference between fixed and variable
interest amounts calculated by reference to a notional
amount.
We designate certain interest rate swaps 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
The Procter & Gamble Company 57Amounts in millions of dollars except per share amounts or as otherwise specified.
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.
immediately
recognized
is
Net Investment Hedging
We hedge certain net investment positions in foreign
subsidiaries. To accomplish this, we either borrow directly
in foreign currencies and designate all or a portion of the
foreign currency debt as a hedge of the applicable net
investment position or we enter into foreign currency swaps
that are designated as hedges of net investments. Changes in
the fair value of these instruments are recognized in the
Foreign Currency Translation component of OCI and offset
the change in the value of the net investment being hedged.
The time value component of the net investment hedge
currency swaps is excluded from the assessment of hedge
effectiveness. Changes in the fair value of the swap,
including changes in the fair value of the excluded time
value component, are recognized in OCI and offset the value
of the underlying net assets. The time value component is
subsequently reported in income on a systematic basis.
Commodity Risk Management
Certain raw materials used in our products or production
processes are subject to price volatility caused by weather,
supply conditions, political and economic variables and
other unpredictable factors. As of and during the years
ended June 30, 2022 and 2021, we did not have any material
financial commodity hedging activity.
Insurance
We self-insure for most insurable risks. However, we
purchase insurance for Directors and Officers Liability and
certain other coverage where it is required by law or by
contract.
Fair Value Hierarchy
Accounting guidance on fair value measurements for certain
financial assets and liabilities requires that financial assets
and liabilities carried at fair value be classified and disclosed
in one of the following categories:
• Level 1: Quoted market prices in active markets for
identical assets or liabilities.
• Level 2:
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.
Assets and Liabilities Measured at Fair Value
Cash equivalents were $6.0 billion and $9.1 billion as of June 30, 2022 and 2021, respectively, and are classified as Level 1
within the fair value hierarchy. Other investments had a fair value of $140 and $192 as of June 30, 2022 and 2021, respectively,
including equity securities of $113 and $163 as of June 30, 2022 and 2021, 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/(losses) on equity securities were $(45) and $69 for the fiscal years
ended June 30, 2022 and 2021, respectively, and are recognized in the Consolidated Statements of Earnings in Other non-
operating income, net.
The fair value of long-term debt was $25.7 billion and $28.8 billion as of June 30, 2022 and 2021, respectively. This includes
the current portion of long-term debt instruments ($3.6 billion as of June 30, 2022 and 2021). 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.
58 The Procter & Gamble CompanyAmounts in millions of dollars except per share amounts or as otherwise specified.
Disclosures about Financial Instruments
The notional amounts and fair values of financial instruments used in hedging transactions as of June 30, 2022 and 2021, are as
follows:
Notional Amount
2021
2022
As of June 30
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
Foreign currency interest rate contracts
TOTAL DERIVATIVES DESIGNATED AS
HEDGING INSTRUMENTS
$ 4,972 $ 7,415 $
$ 7,943 $ 8,484 $
$ 12,915 $ 15,899 $
Fair Value Asset
2021
2022
Fair Value (Liability)
2021
2022
3 $
146 $
(307) $
—
561 $
89 $
(1) $
(94)
564 $
235 $
(308) $
(94)
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts
$ 5,625 $ 5,060 $
6 $
20 $
(61) $
(22)
TOTAL DERIVATIVES AT FAIR VALUE
$ 18,540 $ 20,959 $
570 $
255 $
(369) $
(116)
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 $4.7 billion and $7.5 billion
as of June 30, 2022 and 2021, 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 $11.2 billion and $12.0 billion as of June 30, 2022 and 2021, respectively.
The decrease in the notional balance of interest rate contracts was primarily due to the maturity of interest rate swaps that were
associated with multiple bonds maturing in the period.
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, 2022
and 2021.
The Procter & Gamble Company 59Amounts in millions of dollars except per share amounts or as otherwise specified.
Before tax gains/(losses) on our financial instruments in
hedging relationships are categorized as follows:
Amount of Gain/(Loss)
Recognized in OCI on Derivatives
Years ended June 30
2021
DERIVATIVES IN NET INVESTMENT HEDGING
RELATIONSHIPS (1) (2)
2022
Foreign currency interest
rate contracts
$
1,033 $
(232)
(1) For the derivatives in net investment hedging relationships, the
amount of gain excluded from effectiveness testing, which was
recognized in earnings, was $73 and $60 for the fiscal years
ended June 30, 2022 and 2021, respectively.
(2)
In addition to the foreign currency derivative contracts
designated as net investment hedges, certain of our foreign
currency denominated debt instruments are designated as net
investment hedges. The amount of gain/(loss) recognized in
AOCI for such instruments was $1,639 and $(918), for the
fiscal years ended June 30, 2022 and 2021, respectively.
Amount of Gain/(Loss)
Recognized in Earnings
2021
2022
Years ended June 30
DERIVATIVES IN FAIR VALUE HEDGING
RELATIONSHIPS
Interest rate contracts
DERIVATIVES NOT DESIGNATED AS HEDGING
INSTRUMENTS
Foreign currency contracts
(149) $
(450) $
$
$
(123)
296
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.
2022
NOTE 10
SHORT-TERM AND LONG-TERM DEBT
As of June 30
DEBT DUE WITHIN ONE YEAR
Current portion of long-term debt $ 3,647 $ 3,620
5,171
Commercial paper
Other
98
$ 8,645 $ 8,889
TOTAL
Short-term weighted average
interest rates (1)
4,805
193
0.8 %
2021
0.2 %
(1) Short-term weighted average interest rates include the effects
of interest rate swaps discussed in Note 9.
2022
2021
As of June 30
LONG-TERM DEBT
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
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
1.90% USD note due February 2027
2.80% USD note due March 2027
4.88% EUR note due May 2027
2.85% USD note due August 2027
1.20% EUR note due October 2028
1.25% EUR note due October 2029
3.00% USD note due March 2030
0.35% EUR note due May 2030
1.20% USD note due October 2030
1.95% USD note due April 2031
2.30% USD note due February 2032
5.55% USD note due March 2037
1.88% EUR note due October 2038
3.55% USD note due March 2040
0.90% EUR note due November 2041
All other long-term debt
Current portion of long-term debt
TOTAL
Long-term weighted average interest
rates (1)
(1) Long-term weighted average interest rates include the effects
$ 1,250 $ 1,250
1,045
1,190
1,000
1,000
1,306
1,488
523
595
836
952
1,000
1,000
600
600
1,000
1,000
875
875
—
1,000
500
500
1,045
1,190
750
750
836
952
523
595
1,500
1,500
523
—
1,250
1,250
1,000
1,000
850
—
716
716
523
595
516
516
627
—
4,901
7,205
(3,647)
(3,620)
$ 22,848 $ 23,099
2.2 %
2.0 %
of interest rate swaps discussed in Note 9.
Long-term debt maturities during the next five fiscal years
are as follows:
Years ending June 30
Debt maturities
2025
2023
$3,647 $2,298 $1,879 $2,713 $3,686
2024
2026
2027
Amounts in millions of dollars except per share amounts or as otherwise specified.60 The Procter & Gamble Company
NOTE 11
ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
The table below presents the changes in Accumulated other comprehensive income/(loss) attributable to Procter & Gamble
(AOCI), including the reclassifications out of AOCI by component:
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
BALANCE at JUNE 30, 2020
OCI before reclassifications (1)
Amounts reclassified to the Consolidated Statement of Earnings (2)
Net current period OCI
Less: OCI attributable to non-controlling interests
BALANCE at JUNE 30, 2021
OCI before reclassifications (3)
Amounts reclassified to the Consolidated Statement of Earnings (4)
Net current period OCI
Less: OCI attributable to non-controlling interests
BALANCE at JUNE 30, 2022
$
Post-
retirement
Benefit Plans
Investment
Securities
$
Foreign
Currency
Translation Total AOCI
(4,350) $ (11,814) $ (16,165)
1,023
1,046
2,089
—
340
336
1,023
1,386
2,425
5
(1)
4
(10,796)
(2,963)
(13,744)
(1,451)
2,797
1,350
1
195
197
(1,450)
2,992
1,547
2
(10)
(8)
27 $ (12,236) $ (12,189)
(1) $
20
(4)
16
—
15
4
1
5
—
20 $
(1) Net of tax (benefit)/expense of $5, $345 and $(266) for gains/losses on investment securities, postretirement benefit plans and foreign
currency translation, respectively, for the period ended June 30, 2021. Income tax effects within foreign currency translation include
impacts from items such as net investment hedge transactions. Foreign cumulative translation is not adjusted for income taxes related to
permanent investments in international subsidiaries.
(2) Net of tax (benefit)/expense of $0, $100 and $0 for gains/losses on investment securities, postretirement benefit plans and foreign
currency translation, respectively, for the period ended June 30, 2021.
(3) Net of tax (benefit)/expense of $1, $953 and $515 for gains/losses on investment securities, postretirement benefit plans and foreign
currency translation, respectively, for the period ended June 30, 2022. Income tax effects within foreign currency translation include
impacts from items such as net investment hedge transactions. Foreign cumulative translation is not adjusted for income taxes related to
permanent investments in international subsidiaries.
(4) Net of tax (benefit)/expense of $0, $69 and $0 for gains/losses on investment securities, postretirement benefit plans and foreign
currency translation, respectively, for the period ended June 30, 2022.
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 benefit plans: amounts reclassified from AOCI into Other non-operating income, net and included in the
computation of net periodic postretirement costs (see Note 8).
Amounts in millions of dollars except per share amounts or as otherwise specified.The Procter & Gamble Company 61
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, 2022, 2021 and 2020, were as
follows:
Years ended June 30
Operating lease cost
Variable lease cost (1)
Total lease cost
220
89
309 $
245
75
320 $
271
76
347
2020
2021
2022
$
(1)
Includes primarily costs
for utilities, common area
taxes and other operating costs
maintenance, property
associated with operating leases that are not included in the
lease liability and are recognized in the period in which they
are incurred.
Supplemental balance sheet and other information related to
leases is as follows:
As of June 30
Operating leases:
Right-of-use assets (Other
noncurrent assets)
2022
2021
$
760 $
808
Current lease liabilities (Accrued
and other liabilities)
Noncurrent lease liabilities
(Other noncurrent liabilities)
Total operating lease liabilities $
205
595
800 $
219
631
850
Weighted average remaining lease term:
Operating leases
6.4 years
6.4 years
Weighted average discount rate:
Operating leases
3.2 %
3.8 %
At June 30, 2022, future payments of operating lease
liabilities were as follows:
Operating Leases
June 30, 2022
1 year
2 years
3 years
4 years
5 years
Over 5 years
Total lease payments
Less: Interest
Present value of lease liabilities
$
$
206
179
135
92
64
209
885
(85)
800
Total cash paid for amounts included in the measurement of
lease liabilities was $228 and $253 for the years ended
June 30, 2022, and June 30, 2021, respectively.
The right-of-use assets obtained in exchange for lease
liabilities were $217 and $163 for the years ended June 30,
2022, and June 30, 2021, respectively.
Amounts in millions of dollars except per share amounts or as otherwise specified.62 The Procter & Gamble Company
NOTE 13
Litigation
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:
2025
2023
2026
2024
2027 There-
after
$1,082 $ 494 $ 332 $ 259 $ 193 $ 425
Years ending
June 30
Purchase
obligations
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.
We are subject, from time to time, to certain legal
proceedings and claims arising out of our business, which
cover a wide range of matters, including antitrust and trade
regulation,
contracts,
environmental, patent and trademark matters, labor and
employment matters and tax.
advertising,
liability,
product
While considerable uncertainty exists, in the opinion of
management and our counsel, the ultimate resolution of the
various lawsuits and claims will not materially affect our
financial position, results of operations or cash flows.
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
not believe
the ultimate resolution of environmental
remediation will materially affect our financial position,
results of operations or cash flows.
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, Jon R. Moeller, 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. Moeller 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. Moeller 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that
Prevent Inspections.
Not applicable.
Amounts in millions of dollars except per share amounts or as otherwise specified.The Procter & Gamble Company 63
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 2022 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2022: 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
subsection of the Other Matters section entitled Shareholder
Recommendations or Nominations of Director Candidates.
the subsection of
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 2022 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2022: the
subsections of the Corporate Governance section entitled
the Board,
Board Meetings
Insider
Compensation Committee
Participation, and The Board's Oversight of Risk
-
Compensation-Related Risk; and the portion beginning with
the section entitled Director Compensation up to but not
the section entitled Security Ownership of
including
Management and Certain Beneficial Owners.
and Committees of
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, 2022. 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
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 119 million.
N/A
$99.5228 (2)
6,448,414
133,185,995
126,737,581
$99.5228
(1)
(1)
(2) Weighted average exercise price of outstanding options only.
Additional information required by this item is incorporated
by reference to the following section of the 2022 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2022: 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 2022 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2022: 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 2022 Proxy
Statement filed pursuant to Regulation 14A, which will be
filed no later than 120 days after June 30, 2022: Report of
the Audit Committee, which ends with the subsection
entitled Services Provided by Deloitte.
64 The Procter & Gamble Company
PART IV
Item 15. Exhibits and Financial Statement Schedules.
1. Financial Statements:
The following Consolidated Financial Statements of The Procter & Gamble Company and subsidiaries, management's report
and the reports of the independent registered public accounting firm are incorporated by reference in Part II, Item 8 of this Form
10-K.
• Management's Report on Internal Control over Financial Reporting
• Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting (PCAOB Firm ID
is 34)
• Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
• Consolidated Statements of Earnings - for years ended June 30, 2022, 2021 and 2020
• Consolidated Statements of Comprehensive Income - for years ended June 30, 2022, 2021 and 2020
• Consolidated Balance Sheets - as of June 30, 2022 and 2021
• Consolidated Statements of Shareholders' Equity - for years ended June 30, 2022, 2021 and 2020
• Consolidated Statements of Cash Flows - for years ended June 30, 2022, 2021 and 2020
• 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) -
(3-2) -
Exhibit (4-1) -
(4-2) -
(4-3) -
(4-4) -
(4-5) -
(4-6) -
(4-7) -
(4-8) -
(4-9) -
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).
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).
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).
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.
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).
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).
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 (Incorporated by reference to Exhibit (4-5) of the Company’s Annual report on Form 10-
K for the year ended June 30, 2021).
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).
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).
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).
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).
(4-10) - Description of the Company's 0.350% EUR Notes due 2030 and 0.900% EUR Notes due 2041. +
(4-11) - Description of the Company's 0.110% Yen Notes due 2026 and 0.230% Yen Notes due 2031. +
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).*
The Procter & Gamble Company 65
(10-2) -
(10-3) -
(10-4) -
(10-5) -
(10-6) -
(10-7) -
(10-8) -
(10-9) -
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).*
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).*
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).*
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).*
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).*
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).*
Long-Term Incentive Program related correspondence and terms and conditions (Incorporated by reference to Exhibit
(10-3) of the Company's Form 10-Q for the quarter ended September 30, 2021).*
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.* +
(10-11) -
Short Term Achievement Reward Program – related correspondence and terms and conditions (Incorporated by
reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 2021).*
(10-12) - Company's Form of Separation Agreement & Release.* +
(10-13) - Company's Form of Separation Letter and Release.* +
(10-14) -
Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to
Exhibit (10-5) of the Company's Form 10-Q for the quarter ended September 30, 2021).*
(10-15) -
(10-16) -
(10-17) -
(10-18) -
(10-19) -
(10-20) -
(10-21) -
(10-22) -
(10-23) -
(10-24) -
(10-25) -
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).*
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).*
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).*
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).*
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).*
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 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).*
Performance Stock Program related correspondence and terms and conditions (Incorporated by reference to Exhibit
(10-4) of the Company’s Form 10-Q for the quarter ended September 30, 2021).*
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). *
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).*
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).*
66 The Procter & Gamble Company
(10-26) -
(10-27) -
(10-28) -
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).*
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).*
The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated
by reference to Exhibit (10-28) of the Company's Annual Report on Form 10-K for the year ended June 30, 2021).*
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)
101.CAL (1)
101.DEF (1)
101.LAB (1)
101.PRE (1)
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
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.
The Procter & Gamble Company 67
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/ JON R. MOELLER
(Jon R. Moeller)
Chairman of the Board, President and Chief Executive Officer
August 05, 2022
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
Date
Title
/s/ JON R. MOELLER
(Jon R. Moeller)
/s/ ANDRE SCHULTEN
(Andre Schulten)
Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
/s/ MATTHEW W. JANZARUK
(Matthew W. Janzaruk)
Senior Vice President - Chief Accounting Officer
(Principal Accounting Officer)
/s/ B. MARC ALLEN
(B. Marc Allen)
/s/ ANGELA F. BRALY
(Angela F. Braly)
/s/ AMY L. CHANG
(Amy L. Chang)
/s/ JOSEPH JIMENEZ
(Joseph Jimenez)
Director
Director
Director
Director
/s/ CHRISTOPHER J. KEMPCZINSKI
(Christopher J. Kempczinski)
Director
/s/ DEBRA L. LEE
(Debra L. Lee)
/s/ TERRY J. LUNDGREN
(Terry J. Lundgren)
/s/ CHRISTINE M. MCCARTHY
(Christine M. McCarthy)
/s/ PATRICIA A. WOERTZ
(Patricia A. Woertz)
Director
Director
Director
Director
August 05, 2022
August 05, 2022
August 05, 2022
August 05, 2022
August 05, 2022
August 05, 2022
August 05, 2022
August 05, 2022
August 05, 2022
August 05, 2022
August 05, 2022
August 05, 2022
68 The Procter & Gamble Company
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) -
(4-3) -
(4-4) -
(4-5) -
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.
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).
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).
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 (Incorporated by reference to Exhibit (4-5) of the Company’s Annual report on Form 10-
K for the year ended June 30, 2021).
(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 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).
(4-10) - Description of the Company's 0.350% EUR Notes due 2030 and 0.900% EUR Notes due 2041. +
(4-11) - Description of the Company's 0.110% Yen Notes due 2026 and .230% Yen Notes due 2031. +
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 (Incorporated by reference to Exhibit
(10-3) of the Company's Form 10-Q for the quarter ended September 30, 2021).
(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. +
(10-11) -
Short Term Achievement Reward Program – related correspondence and terms and conditions (Incorporated by
reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 2021).
(10-12) - Company's Form of Separation Agreement & Release. +
The Procter & Gamble Company 69
(10-13) -
Company's Form of Separation Letter and Release. +
(10-14) -
Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to
Exhibit (10-5) of the Company's Form 10-Q for the quarter ended September 30, 2021).
(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) -
(10-18) -
(10-19) -
(10-20) -
The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through
August 21, 2006 (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the
year ended June 30, 2017).
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).
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).
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 (Incorporated by reference to Exhibit
(10-4) of the Company’s Form 10-Q for the quarter ended September 30, 2021).
(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) -
(10-25) -
The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 14, 2014 (Incorporated by reference to Exhibit (10-25) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2016).
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 (Incorporated
by reference to Exhibit (10-28) of the Company's Annual Report on Form 10-K for the year ended June 30, 2021).
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)
101.CAL (1)
101.DEF (1)
101.LAB (1)
101.PRE (1)
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
70 The Procter & Gamble Company
(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 71
[THIS PAGE INTENTIONALLY LEFT BL ANK]
Company and Shareholder Information
The Procter & Gamble Company • 73
P&G’s Purpose
We will provide branded products and
services of superior quality and value
that improve the lives of the world’s
consumers, now and for generations
to come. As a result, consumers
will reward us with leadership sales,
profit and value creation, allowing
our people, our shareholders and the
communities in which we live and
work to prosper. To learn more,
please visit pg.com.
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 pg.com/brands.
Citizenship
We are committed to doing
what’s right and being a good
corporate citizen. Our Citizenship
efforts are focused on Community
Impact, Equality & Inclusion and
Environmental Sustainability, with
a foundation of Ethics & Corporate
Responsibility guiding everything
we do.
P&G Online
pg.com
news.pg.com
twitter.com/proctergamble
linkedin.com/company/
procter-and-gamble
youtube.com/proctergamble
instagram.com/proctergamble
Stock Symbol
PG
Shareowner Services
EQ Shareowner Services serves
as transfer and dividend paying
agent for P&G Common Stock
and Administrator of the Procter
& Gamble Direct Stock Purchase
Plan. Registered shareholders and
Plan participants needing account
assistance with share transfers,
plan purchases/sales, lost stock
certificates, etc., should contact
EQ Shareowner Services at:
Website shareowneronline.com
Email 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 shareowneronline.com or by
contacting EQ Shareowner Services.
Transfer Agent
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
Registrar
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 11, 2022. 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 2022 report to the Securities
and Exchange Commission on
Form 10-K at no charge by going
to 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,
2022. We have also filed with the
New York Stock Exchange the most
recent Annual CEO certification as
required by Section 303A.12(a) of the
New York Stock Exchange Listed
Company Manual.
74 • The Procter & Gamble Company
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 2022 Annual Report and the reconciliation to the most closely related GAAP measure. We believe that
these measures provide useful perspective on underlying business trends (i.e., trends excluding non-recurring or unusual
items) and results and provide a supplemental measure of year-on-year results. The non-GAAP measures described below
are used by management in making operating decisions, allocating financial resources and for business strategy purposes.
These measures may be useful to investors as they provide supplemental information about business performance and
provide investors a view of our business results through the eyes of management. Of these, certain measures are also used
to evaluate senior management and are a factor in determining their at-risk compensation. These non-GAAP measures are
not intended to be considered by the user in place of the related GAAP measure, but rather as supplemental information
to our business results. These non-GAAP measures may not be the same as similar measures used by other companies
due to possible differences in method and in the items or events being adjusted.
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.
The following tables provide a numerical reconciliation of
organic sales growth to reported net sales growth:
Net Sales
Growth
Foreign
Exchange
Impact
Acquisitions
& Divestitures
Impact/Other 1
Organic Sales
Growth
FY
2022
2021
Past Two
Years
Stacked
2%
(1)%
-%
-%
5%
7%
12%
2020
5%
2%
(1)%
Past Three
Years
Stacked
17%
7%
6%
13%
6%
19%
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. 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
Adjustments2
Adjusted
Free Cash
Flow
FY 2022
$16,723
$(3,156)
$225
$ 13,792
(2) Adjustments relate to tax payments for the transitional tax resulting from
the U.S. Tax Act.
(1) Acquisitions & Divestitures Impact/Other includes the impacts of volume
and mix due to acquisitions and divestitures and rounding impacts
($ millions)
Adjusted Free
Cash Flow
Net
Earnings
Adjusted Free
Cash Flow
Productivity
necessary to reconcile net sales to organic sales.
FY 2022
$13,792
$14,793
93%
*Measure is used to evaluate senior management and is a factor in determining their at-risk compensation.
The Procter & Gamble Company • 75
not assumed to be concerted or exercised. Specifically,
in the fourth quarter and total fiscal 2019, the weighted
average outstanding preferred shares were not included
in the diluted weighted average common shares
outstanding. Additionally, in the fourth quarter of fiscal
2019, none of our outstanding share-based equity awards
were included in the diluted weighted average common
shares outstanding. As a result of the non-GAAP Shave
Care impairment adjustment, these instruments are
dilutive for non-GAAP earnings per share.
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.
Years ended June 30
2022
2021
2020
2019
2018
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
$5.81
$5.50
$4.96
$1.43
$3.67
-
-
-
-
-
-
$0.16
-
-
$0.09
-
-
-
-
-
$0.16
$0.13
$0.23
-
-
-
-
$(0.13)
$3.03
$0.06
-
-
-
-
$0.23
Core EPS
$5.81
$5.66
$5.12
$4.52
$4.22
Core EPS growth
Currency Impact
to Core Earnings
3%
$0.11
Currency neutral Core EPS
$5.92
Currency neutral
Core EPS growth
5%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Core EPS* Core EPS is a measure of the Company’s
diluted net earnings per share from continuing operations
adjusted as indicated here. Management views this
non-GAAP measure as a useful supplemental measure
of Company performance over time. The table below
provides a reconciliation of diluted net earnings per share
to Core EPS, including the following reconciling items.
Charges for early debt extinguishment: During fiscal
2021 and 2018, 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: In the fourth quarter of fiscal 2019,
the company recognized a one-time, non-cash, after-tax
charge of $8.0 billion ($8.3 billion before tax) to adjust the
carrying values of the Shave Care reporting unit. This was
comprised of a before- and after-tax impairment charge
of $6.8 billion related to goodwill and an after-tax
impairment charge of $1.2 billion ($1.6 billion before tax)
to reduce the carrying value of the Gillette indefinite-lived
intangible assets.
Anti-Dilutive Impacts: The Shave Care impairment charges
caused certain equity instruments that are normally
dilutive (and hence normally assumed converted or
exercised for the purposes of determining diluted net
earnings per share) to be anti-dilutive. Accordingly, for U.S.
GAAP diluted earnings per share, these instruments were
*Measure is used to evaluate senior management and is a factor in determining their at-risk compensation.
76 • The Procter & Gamble Company
Board of Directors
B. Marc Allen
Debra L. Lee
Chief Strategy Officer and Senior Vice President of Strategy
and Corporate Development at The Boeing Company
(aerospace, commercial jetliners, and military defense
systems). Director since 2021. Age 49.
Angela F. Braly
Former Chair of the Board, President and Chief Executive
Officer of WellPoint, Inc. (healthcare insurance), now known
as Elevance Health. Director since 2009. Also a Director
of Brookfield Asset Management and ExxonMobil
Corporation. Age 61.
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 45.
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
Warner Bros. Discovery. Age 68.
Terry J. Lundgren
Former Operating Partner of Long-Term Private Capital
(a BlackRock private equity fund). Former Executive
Chairman of the Board and Chairman and Chief Executive
Officer of Macy’s, Inc. (national retailer). Director since 2013.
Age 70.
Christine M. McCarthy
Senior Executive Vice President and Chief Financial Officer
of The Walt Disney Company (global entertainment).
Director since 2019. Age 67.
Joseph Jimenez
Jon R. Moeller
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, Graphite Bio, and Century Therapeutics.
Age 62. Lead Independent Director.
Christopher Kempczinski
President and Chief Executive Officer of McDonald’s
Corporation (restaurant operator and franchisor).
Director since 2021. Also a Director of McDonald’s
Corporation. Age 53.
Chairman of the Board, President and Chief Executive
Officer of the Company. Director since 2021. Age 58.
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. Age 69.
The Board of Directors Has Four Committees:
• Audit
• Compensation & Leadership Development
• Governance & Public Responsibility
• Innovation & Technology
Company Leadership
Jon R. Moeller
Chairman of the Board, President and Chief Executive Officer
The Procter & Gamble Company • 77
Shailesh G. Jejurikar
Chief Operating Officer
Gary Coombe
Chief Executive Officer –
Grooming
Jennifer Davis
Chief Executive Officer –
Health Care
Hesham Tohamy
Abd El Hak
President – Feminine Care
Victor Aguilar
Chief Research, Development
and Innovation Officer
Juliana Azevedo
President – Latin America
Laura Becker
Eric Breissinger
President – Family Care
Vittorio Cretella
Chief Information Officer
Philip J. Duncan
Chief Design Officer
Paul Gama
President – Personal Health Care
Tracey Grabowski
Chief Human Resources Officer
Ma. Fatima D. Francisco
Sundar G. Raman
Chief Executive Officer – Baby,
Feminine and Family Care
Executive Sponsor – Gender Equality
Chief Executive Officer –
Fabric & Home Care
R. Alexandra Keith
Chief Executive Officer – Beauty
Executive Sponsor – Corporate
Sustainability
Andre Schulten
Chief Financial Officer
Virginie Helias
Marc S. Pritchard
Chief Sustainability Officer
Chief Brand Officer
Damon Jones
Chief Communications Officer
Deborah P. Majoras
President and Advisor to the
Chief Executive Officer
Retiring September 16, 2022
Shelly McNamara
Julio Nemeth
Chief Product Supply Officer
Mindy Sherwood
President – Global Walmart
and Chief Sales Officer
Kirti Singh
Chief Analytics and Insights Officer
Markus Strobel
President – Skin & Personal Care
Magesvaran Suranjan
President – Asia Pacific,
Middle East and Africa
Ken Patel
Chief Ethics & Compliance Officer
and Chief Patent Counsel
Loïc Tassel
President – Europe
Guy Persaud
President – New Business
Matthew S. Price
President – Home Care and
P&G Professional
Monica Turner
President – North America
Susan Street Whaley
Chief Legal Officer and Secretary
Jasmine Xu
President – Greater China
President – Global Business Services
Chief Equality & Inclusion Officer
As of August 5, 2022
Visit us at us.pg.com/leadership-team to learn more about P&G’s global leaders.
78 • The Procter & Gamble Company
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 growth and a force for good.
Brands
& Innovation
Community
Impact
Equality
& Inclusion
Environmental
Sustainability
Ethics & Corporate
Responsibility
3BL Media
100 Best Corporate
Citizens of 2022
Barron’s Most
Sustainable
Companies 2022
Fast Company 2021
Best Workplaces
For Innovators
7 years in a row
Forbes 2022 America’s
Best Employers
For Diversity
Forbes 2022 World’s
Most Innovative
Companies
Fortune 2022
Most Admired
Companies List
2021 IRI New Products Pacesetter Report:
9 of the Top 25 non-food launches
The paper utilized in the printing of this annual report is certified to the
Logos are property of their respective
FSC® Standards, which promotes environmentally appropriate, socially
owners; used with permission.
beneficial and economically viable management of the world’s forests.
Design: Madison Design
P&G’s Portfolio
Ten Categories Organized
in Five Operating Sectors
P&G has a focused portfolio of daily-
use products in categories where
performance plays a significant role in
brand choice. Our focus is on delivering
superior products with the best
performance, in every price tier in
which we compete.
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
Explore the digital version
of the 2022 P&G Annual Report
at pg.com/annualreport2022
© 2022 Procter & Gamble • 00387137