FORM 10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Ohio
|
|
31-0411980
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification Number)
|
One Procter & Gamble Plaza, Cincinnati, Ohio
|
|
45202
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Item 1.
|
Financial Statements
|
|
Three Months Ended March 31
|
|
Nine Months Ended March 31
|
||||||||||||
Amounts in millions except per share amounts
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
NET SALES
|
$
|
18,142
|
|
|
$
|
19,641
|
|
|
$
|
58,489
|
|
|
$
|
60,914
|
|
Cost of products sold
|
9,327
|
|
|
10,040
|
|
|
29,619
|
|
|
30,722
|
|
||||
Selling, general and administrative expense
|
5,680
|
|
|
6,295
|
|
|
18,010
|
|
|
18,614
|
|
||||
OPERATING INCOME
|
3,135
|
|
|
3,306
|
|
|
10,860
|
|
|
11,578
|
|
||||
Interest expense
|
149
|
|
|
180
|
|
|
479
|
|
|
531
|
|
||||
Interest income
|
38
|
|
|
29
|
|
|
103
|
|
|
73
|
|
||||
Other non-operating income, net
|
53
|
|
|
20
|
|
|
93
|
|
|
68
|
|
||||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
3,077
|
|
|
3,175
|
|
|
10,577
|
|
|
11,188
|
|
||||
Income taxes on continuing operations
|
602
|
|
|
644
|
|
|
2,287
|
|
|
2,426
|
|
||||
NET EARNINGS FROM CONTINUING OPERATIONS
|
2,475
|
|
|
2,531
|
|
|
8,290
|
|
|
8,762
|
|
||||
NET EARNINGS/(LOSS) FROM DISCONTINUED OPERATIONS
|
(287
|
)
|
|
105
|
|
|
(1,684
|
)
|
|
403
|
|
||||
NET EARNINGS
|
2,188
|
|
|
2,636
|
|
|
6,606
|
|
|
9,165
|
|
||||
Less: Net earnings attributable to noncontrolling interests
|
35
|
|
|
27
|
|
|
91
|
|
|
101
|
|
||||
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
|
$
|
2,153
|
|
|
$
|
2,609
|
|
|
$
|
6,515
|
|
|
$
|
9,064
|
|
|
|
|
|
|
|
|
|
||||||||
BASIC NET EARNINGS PER COMMON SHARE
(1)
:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.88
|
|
|
$
|
0.90
|
|
|
$
|
2.96
|
|
|
$
|
3.12
|
|
Earnings/(loss) from discontinued operations
|
(0.11
|
)
|
|
0.04
|
|
|
(0.63
|
)
|
|
0.14
|
|
||||
BASIC NET EARNINGS PER COMMON SHARE
|
0.77
|
|
|
0.94
|
|
|
2.33
|
|
|
3.26
|
|
||||
DILUTED NET EARNINGS PER COMMON SHARE
(1)
:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.85
|
|
|
$
|
0.87
|
|
|
$
|
2.84
|
|
|
$
|
2.99
|
|
Earnings/(loss) from discontinued operations
|
(0.10
|
)
|
|
0.03
|
|
|
(0.58
|
)
|
|
0.13
|
|
||||
DILUTED NET EARNINGS PER COMMON SHARE
|
0.75
|
|
|
0.90
|
|
|
2.26
|
|
|
3.12
|
|
||||
DIVIDENDS PER COMMON SHARE
|
$
|
0.644
|
|
|
$
|
0.602
|
|
|
$
|
1.931
|
|
|
$
|
1.805
|
|
Diluted Weighted Average Common Shares Outstanding
|
2,882.5
|
|
|
2,894.1
|
|
|
2,885.3
|
|
|
2,908.9
|
|
(1)
|
Basic net earnings per share and diluted net earnings per share are calculated on net earnings attributable to Procter & Gamble.
|
|
Three Months Ended March 31
|
|
Nine Months Ended March 31
|
||||||||||||
Amounts in millions
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
NET EARNINGS
|
$
|
2,188
|
|
|
$
|
2,636
|
|
|
$
|
6,606
|
|
|
$
|
9,165
|
|
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
|
|
|
|
|
|
|
||||||||
Financial statement translation
|
(3,696
|
)
|
|
(316
|
)
|
|
(8,623
|
)
|
|
1,164
|
|
||||
Hedges
|
780
|
|
|
(12
|
)
|
|
1,553
|
|
|
(322
|
)
|
||||
Investment securities
|
28
|
|
|
(1
|
)
|
|
26
|
|
|
(2
|
)
|
||||
Defined benefit retirement plans
|
354
|
|
|
60
|
|
|
855
|
|
|
24
|
|
||||
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
(2,534
|
)
|
|
(269
|
)
|
|
(6,189
|
)
|
|
864
|
|
||||
TOTAL COMPREHENSIVE INCOME/(LOSS)
|
(346
|
)
|
|
2,367
|
|
|
417
|
|
|
10,029
|
|
||||
Less: Total comprehensive income attributable to noncontrolling interests
|
35
|
|
|
26
|
|
|
91
|
|
|
111
|
|
||||
TOTAL COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO PROCTER & GAMBLE
|
$
|
(381
|
)
|
|
$
|
2,341
|
|
|
$
|
326
|
|
|
$
|
9,918
|
|
|
|
Nine Months Ended March 31
|
||||||
Amounts in millions
|
|
2015
|
|
2014
|
||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
$
|
8,558
|
|
|
$
|
5,947
|
|
OPERATING ACTIVITIES
|
|
|
|
|
||||
Net earnings
|
|
6,606
|
|
|
9,165
|
|
||
Depreciation and amortization
|
|
2,326
|
|
|
2,317
|
|
||
Share-based compensation expense
|
|
231
|
|
|
247
|
|
||
Deferred income taxes
|
|
(135
|
)
|
|
(90
|
)
|
||
Gain on sale of businesses
|
|
(319
|
)
|
|
(17
|
)
|
||
Goodwill and indefinite-lived intangible asset impairment charges
|
|
2,021
|
|
|
—
|
|
||
Changes in:
|
|
|
|
|
||||
Accounts receivable
|
|
308
|
|
|
150
|
|
||
Inventories
|
|
(190
|
)
|
|
(355
|
)
|
||
Accounts payable, accrued and other liabilities
|
|
146
|
|
|
(1,160
|
)
|
||
Other operating assets and liabilities
|
|
(823
|
)
|
|
(1,005
|
)
|
||
Other
|
|
449
|
|
|
200
|
|
||
TOTAL OPERATING ACTIVITIES
|
|
10,620
|
|
|
9,452
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Capital expenditures
|
|
(2,462
|
)
|
|
(2,607
|
)
|
||
Proceeds from asset sales
|
|
3,715
|
|
|
67
|
|
||
Acquisitions, net of cash acquired
|
|
(119
|
)
|
|
3
|
|
||
Purchases of available-for-sale investment securities
|
|
(2,897
|
)
|
|
—
|
|
||
Proceeds from sales of available-for-sale investment securities
|
|
256
|
|
|
—
|
|
||
Change in other investments
|
|
(203
|
)
|
|
(161
|
)
|
||
TOTAL INVESTING ACTIVITIES
|
|
(1,710
|
)
|
|
(2,698
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Dividends to shareholders
|
|
(5,416
|
)
|
|
(5,097
|
)
|
||
Change in short-term debt
|
|
(141
|
)
|
|
2,259
|
|
||
Additions to long-term debt
|
|
1,188
|
|
|
4,268
|
|
||
Reductions of long-term debt
|
|
(2,684
|
)
|
|
(1,992
|
)
|
||
Treasury stock purchases
|
|
(4,254
|
)
|
|
(5,505
|
)
|
||
Impact of stock options and other
|
|
2,664
|
|
|
1,544
|
|
||
TOTAL FINANCING ACTIVITIES
|
|
(8,643
|
)
|
|
(4,523
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
(451
|
)
|
|
4
|
|
||
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
(184
|
)
|
|
2,235
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
8,374
|
|
|
$
|
8,182
|
|
|
|
|
Three Months Ended March 31
|
|
Nine Months Ended March 31
|
||||||||||||||||||||
|
|
|
Net Sales
|
|
Earnings/(Loss) from Continuing Operations Before Income Taxes
|
|
Net Earnings/(Loss) from Continuing Operations
|
|
Net Sales
|
|
Earnings/(Loss) from Continuing Operations Before Income Taxes
|
|
Net Earnings/(Loss) from Continuing Operations
|
||||||||||||
Beauty, Hair and Personal Care
|
2015
|
|
$
|
4,172
|
|
|
$
|
694
|
|
|
$
|
516
|
|
|
$
|
13,991
|
|
|
$
|
2,709
|
|
|
$
|
2,089
|
|
|
2014
|
|
4,691
|
|
|
800
|
|
|
624
|
|
|
14,878
|
|
|
2,869
|
|
|
2,241
|
|
||||||
Grooming
|
2015
|
|
1,801
|
|
|
603
|
|
|
456
|
|
|
5,749
|
|
|
1,937
|
|
|
1,466
|
|
||||||
|
2014
|
|
1,863
|
|
|
613
|
|
|
463
|
|
|
5,937
|
|
|
1,944
|
|
|
1,469
|
|
||||||
Health Care
|
2015
|
|
1,909
|
|
|
462
|
|
|
303
|
|
|
6,008
|
|
|
1,435
|
|
|
994
|
|
||||||
|
2014
|
|
1,938
|
|
|
398
|
|
|
270
|
|
|
5,985
|
|
|
1,307
|
|
|
909
|
|
||||||
Fabric Care and Home Care
|
2015
|
|
5,248
|
|
|
937
|
|
|
594
|
|
|
16,956
|
|
|
3,101
|
|
|
2,019
|
|
||||||
|
2014
|
|
5,775
|
|
|
964
|
|
|
619
|
|
|
17,807
|
|
|
3,295
|
|
|
2,153
|
|
||||||
Baby, Feminine and Family Care
|
2015
|
|
4,890
|
|
|
1,011
|
|
|
691
|
|
|
15,429
|
|
|
3,330
|
|
|
2,276
|
|
||||||
|
2014
|
|
5,177
|
|
|
1,065
|
|
|
725
|
|
|
15,747
|
|
|
3,246
|
|
|
2,215
|
|
||||||
Corporate
|
2015
|
|
122
|
|
|
(630
|
)
|
|
(85
|
)
|
|
356
|
|
|
(1,935
|
)
|
|
(554
|
)
|
||||||
|
2014
|
|
197
|
|
|
(665
|
)
|
|
(170
|
)
|
|
560
|
|
|
(1,473
|
)
|
|
(225
|
)
|
||||||
Total Company
|
2015
|
|
$
|
18,142
|
|
|
$
|
3,077
|
|
|
$
|
2,475
|
|
|
$
|
58,489
|
|
|
$
|
10,577
|
|
|
$
|
8,290
|
|
|
2014
|
|
19,641
|
|
|
3,175
|
|
|
2,531
|
|
|
60,914
|
|
|
11,188
|
|
|
8,762
|
|
|
Beauty, Hair and Personal Care
|
|
Grooming
|
|
Health Care
|
|
Fabric Care and Home Care
|
|
Baby, Feminine and Family Care
|
|
Corporate
|
|
Total Company
|
||||||||||||||
GOODWILL at June 30, 2014
|
$
|
17,040
|
|
|
$
|
20,939
|
|
|
$
|
6,280
|
|
|
$
|
1,981
|
|
|
$
|
4,910
|
|
|
$
|
2,554
|
|
|
$
|
53,704
|
|
Acquisitions, divestitures and discontinued operations
(1)
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2,505
|
)
|
|
(2,513
|
)
|
|||||||
Translation and other
|
(1,744
|
)
|
|
(1,545
|
)
|
|
(464
|
)
|
|
(117
|
)
|
|
(416
|
)
|
|
(49
|
)
|
|
(4,335
|
)
|
|||||||
GOODWILL at March 31, 2015
|
$
|
15,296
|
|
|
$
|
19,394
|
|
|
$
|
5,810
|
|
|
$
|
1,862
|
|
|
$
|
4,494
|
|
|
$
|
—
|
|
|
$
|
46,856
|
|
(1)
|
Includes
$1.9 billion
of impairment charges related to the Batteries business which is included in discontinued operations (see Note 11).
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||
Intangible assets with determinable lives
|
$
|
8,393
|
|
|
$
|
(5,016
|
)
|
Intangible assets with indefinite lives
|
23,531
|
|
|
—
|
|
||
Total identifiable intangible assets
|
$
|
31,924
|
|
|
$
|
(5,016
|
)
|
|
|
Fair Value Asset
|
||||||
|
|
March 31, 2015
|
|
June 30, 2014
|
||||
Investments
|
|
|
|
|
||||
U.S. government securities
|
|
$
|
3,494
|
|
|
$
|
1,631
|
|
Corporate bond securities
|
|
1,292
|
|
|
497
|
|
||
Other investments
|
|
28
|
|
|
30
|
|
||
Total
|
|
$
|
4,814
|
|
|
$
|
2,158
|
|
|
Notional Amount
|
|
Fair Value Asset/(Liability)
|
||||||||||||
|
March 31, 2015
|
|
June 30, 2014
|
|
March 31, 2015
|
|
June 30, 2014
|
||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
951
|
|
|
$
|
951
|
|
|
$
|
304
|
|
|
$
|
187
|
|
Derivatives in Fair Value Hedging Relationships
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
7,139
|
|
|
$
|
9,738
|
|
|
$
|
276
|
|
|
$
|
168
|
|
Derivatives in Net Investment Hedging Relationships
|
|
|
|
|
|
|
|
||||||||
Net investment hedges
|
$
|
570
|
|
|
$
|
831
|
|
|
$
|
90
|
|
|
$
|
48
|
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
7,579
|
|
|
$
|
12,111
|
|
|
$
|
26
|
|
|
$
|
(42
|
)
|
|
Amount of Gain/(Loss) Recognized in AOCI on Derivatives (Effective Portion)
|
||||||
|
March 31, 2015
|
|
June 30, 2014
|
||||
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
3
|
|
Foreign currency contracts
|
8
|
|
|
14
|
|
||
Total
|
$
|
8
|
|
|
$
|
17
|
|
Derivatives in Net Investment Hedging Relationships
|
|
|
|
||||
Net investment hedges
|
$
|
56
|
|
|
$
|
30
|
|
|
Amount of Gain/(Loss) Reclassified from AOCI into Earnings
|
||||||||||||||
|
Three Months Ended March 31
|
|
Nine Months Ended March 31
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Derivatives in Cash Flow Hedging Relationships
(1)
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Foreign currency contracts
|
8
|
|
|
(11
|
)
|
|
136
|
|
|
45
|
|
||||
Total
|
$
|
10
|
|
|
$
|
(9
|
)
|
|
$
|
141
|
|
|
$
|
50
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amount of Gain/(Loss) Recognized in Earnings
|
||||||||||||||
|
Three Months Ended March 31
|
|
Nine Months Ended March 31
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Derivatives in Fair Value Hedging Relationships
(2)
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
25
|
|
|
$
|
80
|
|
|
108
|
|
|
(34
|
)
|
||
Debt
|
(25
|
)
|
|
(80
|
)
|
|
(108
|
)
|
|
33
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Derivatives in Net Investment Hedging Relationships
(2)
|
|
|
|
|
|
|
|
||||||||
Net investment hedges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Derivatives Not Designated as Hedging Instruments
(3)
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
(343
|
)
|
|
$
|
5
|
|
|
$
|
(1,072
|
)
|
|
$
|
88
|
|
(1)
|
The gain or loss on the effective portion of cash flow hedging relationships is reclassified from AOCI into net income in the same period during which the related item affects earnings. Such amounts are included in the Consolidated Statements of Earnings as follows: interest rate contracts in Interest expense and foreign currency contracts in Selling, general and administrative expense (SG&A) and Interest expense.
|
(2)
|
The gain or loss on the ineffective portion of interest rate contracts and net investment hedges, if any, is included in the Consolidated Statements of Earnings in Interest expense.
|
(3)
|
The gain or loss on foreign currency contracts not designated as hedging instruments is included in the Consolidated Statements of Earnings in SG&A. This gain or loss substantially offsets the foreign currency mark-to-market impact of the related exposure.
|
|
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
|
||||||||||||||||||
|
Hedges
|
|
Investment Securities
|
|
Pension and Other Retiree Benefits
|
|
Financial Statement Translation
|
|
Total
|
||||||||||
Balance at June 30, 2014
|
$
|
(3,876
|
)
|
|
$
|
(18
|
)
|
|
$
|
(5,165
|
)
|
|
$
|
1,397
|
|
|
$
|
(7,662
|
)
|
OCI before reclassifications
(1)
|
1,692
|
|
|
28
|
|
|
640
|
|
|
(8,623
|
)
|
|
(6,263
|
)
|
|||||
Amounts reclassified from AOCI
|
(139
|
)
|
|
(2
|
)
|
|
215
|
|
|
—
|
|
|
74
|
|
|||||
Net current period OCI
|
1,553
|
|
|
26
|
|
|
855
|
|
|
(8,623
|
)
|
|
(6,189
|
)
|
|||||
Balance at March 31, 2015
|
$
|
(2,323
|
)
|
|
$
|
8
|
|
|
$
|
(4,310
|
)
|
|
$
|
(7,226
|
)
|
|
$
|
(13,851
|
)
|
(1)
|
Net of tax expense/(benefit) of
$938
,
$1
and
$231
for hedges, investment securities, and pension and other retiree benefits plans, respectively.
|
|
Reclassifications Out of Accumulated Other Comprehensive Income/(Loss)
|
||||||||||||||
|
Three Months Ended March 31
|
|
Nine Months Ended March 31
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Hedges
(1)
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Foreign currency contracts
|
8
|
|
|
(11
|
)
|
|
136
|
|
|
45
|
|
||||
Total before-tax
|
10
|
|
|
(9
|
)
|
|
141
|
|
|
50
|
|
||||
Tax (expense)/benefit
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Net of tax
|
10
|
|
|
(10
|
)
|
|
139
|
|
|
48
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gains/(losses) on Investment Securities
(2)
|
—
|
|
|
2
|
|
|
3
|
|
|
18
|
|
||||
Tax (expense)/benefit
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
||||
Net of tax
|
—
|
|
|
1
|
|
|
2
|
|
|
11
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Pension and Other Retiree Benefits
(3)
|
|
|
|
|
|
|
|
||||||||
Amortization of deferred amounts
|
(1
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(4
|
)
|
||||
Recognized net actuarial gains/(losses)
|
(94
|
)
|
|
(83
|
)
|
|
(291
|
)
|
|
(248
|
)
|
||||
Total before-tax
|
(95
|
)
|
|
(84
|
)
|
|
(297
|
)
|
|
(252
|
)
|
||||
Tax (expense)/benefit
|
26
|
|
|
24
|
|
|
82
|
|
|
70
|
|
||||
Net of tax
|
(69
|
)
|
|
(60
|
)
|
|
(215
|
)
|
|
(182
|
)
|
||||
Total reclassifications, net of tax
|
$
|
(59
|
)
|
|
$
|
(69
|
)
|
|
$
|
(74
|
)
|
|
$
|
(123
|
)
|
(1)
|
See Note 6 for classification of these items in the Consolidated Statement of Earnings.
|
(2)
|
Reclassified from AOCI into Other non-operating income, net.
|
(3)
|
Reclassified from AOCI into Cost of products sold and SG&A. These components are included in net periodic pension cost.
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
|||||||||||||||||
CONSOLIDATED AMOUNTS
|
Continuing Operations
|
Discontinued Operations
|
Total
|
|
Continuing Operations
|
Discontinued Operations
|
Total
|
|||||||||||||
Net earnings/(loss)
|
$
|
2,475
|
|
$
|
(287
|
)
|
$
|
2,188
|
|
|
$
|
2,531
|
|
$
|
105
|
|
$
|
2,636
|
|
|
Net earnings attributable to noncontrolling interests
|
(35
|
)
|
—
|
|
(35
|
)
|
|
(21
|
)
|
(6
|
)
|
(27
|
)
|
|||||||
Net earnings attributable to P&G (Diluted)
|
2,440
|
|
(287
|
)
|
2,153
|
|
|
2,510
|
|
99
|
|
2,609
|
|
|||||||
Preferred dividends, net of tax benefit
|
(59
|
)
|
—
|
|
(59
|
)
|
|
(57
|
)
|
—
|
|
(57
|
)
|
|||||||
Net earnings/(loss) attributable to P&G available to Common Shareholders (Basic)
|
$
|
2,381
|
|
$
|
(287
|
)
|
$
|
2,094
|
|
|
$
|
2,453
|
|
$
|
99
|
|
$
|
2,552
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
SHARES IN MILLIONS
|
|
|
|
|
|
|
|
|||||||||||||
Basic weighted average common shares outstanding
|
2,711.7
|
|
2,711.7
|
|
2,711.7
|
|
|
2,713.1
|
|
2,713.1
|
|
2,713.1
|
|
|||||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
|||||||||||||
Conversion of preferred shares
(1)
|
108.1
|
|
108.1
|
|
108.1
|
|
|
111.9
|
|
111.9
|
|
111.9
|
|
|||||||
Exercise of stock options and other unvested equity awards
(2)
|
62.7
|
|
62.7
|
|
62.7
|
|
|
69.1
|
|
69.1
|
|
69.1
|
|
|||||||
Diluted weighted average common shares outstanding
|
2,882.5
|
|
2,882.5
|
|
2,882.5
|
|
|
2,894.1
|
|
2,894.1
|
|
2,894.1
|
|
|||||||
|
|
|
|
|
|
|
|
|||||||||||||
PER SHARE AMOUNTS
(3)
|
|
|
|
|
|
|
|
|||||||||||||
Basic net earnings/(loss) per common share
|
$
|
0.88
|
|
$
|
(0.11
|
)
|
$
|
0.77
|
|
|
$
|
0.90
|
|
$
|
0.04
|
|
$
|
0.94
|
|
|
Diluted net earnings/(loss) per common share
|
$
|
0.85
|
|
$
|
(0.10
|
)
|
$
|
0.75
|
|
|
$
|
0.87
|
|
$
|
0.03
|
|
$
|
0.90
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Nine Months Ended March 31, 2015
|
|
Nine Months Ended March 31, 2014
|
|||||||||||||||||
CONSOLIDATED AMOUNTS
|
Continuing Operations
|
Discontinued Operations
|
Total
|
|
Continuing Operations
|
Discontinued Operations
|
Total
|
|||||||||||||
Net earnings/(loss)
|
$
|
8,290
|
|
$
|
(1,684
|
)
|
$
|
6,606
|
|
|
$
|
8,762
|
|
$
|
403
|
|
$
|
9,165
|
|
|
Net earnings attributable to noncontrolling interests
|
(85
|
)
|
(6
|
)
|
(91
|
)
|
|
(85
|
)
|
(16
|
)
|
(101
|
)
|
|||||||
Net earnings attributable to P&G (Diluted)
|
8,205
|
|
(1,690
|
)
|
6,515
|
|
|
8,677
|
|
387
|
|
9,064
|
|
|||||||
Preferred dividends, net of tax benefit
|
(189
|
)
|
—
|
|
(189
|
)
|
|
(182
|
)
|
—
|
|
(182
|
)
|
|||||||
Net earnings/(loss) attributable to P&G available to Common Shareholders (Basic)
|
$
|
8,016
|
|
$
|
(1,690
|
)
|
$
|
6,326
|
|
|
$
|
8,495
|
|
$
|
387
|
|
$
|
8,882
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
SHARES IN MILLIONS
|
|
|
|
|
|
|
|
|||||||||||||
Basic weighted average common shares outstanding
|
2,709.4
|
|
2,709.4
|
|
2,709.4
|
|
|
2,722.5
|
|
2,722.5
|
|
2,722.5
|
|
|||||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
|||||||||||||
Conversion of preferred shares
(1)
|
109.1
|
|
109.1
|
|
109.1
|
|
|
112.7
|
|
112.7
|
|
112.7
|
|
|||||||
Exercise of stock options and other unvested equity awards
(2)
|
66.8
|
|
66.8
|
|
66.8
|
|
|
73.7
|
|
73.7
|
|
73.7
|
|
|||||||
Diluted weighted average common shares outstanding
|
2,885.3
|
|
2,885.3
|
|
2,885.3
|
|
|
2,908.9
|
|
2,908.9
|
|
2,908.9
|
|
|||||||
|
|
|
|
|
|
|
|
|||||||||||||
PER SHARE AMOUNTS
(3)
|
|
|
|
|
|
|
|
|||||||||||||
Basic net earnings/(loss) per common share
|
$
|
2.96
|
|
$
|
(0.63
|
)
|
$
|
2.33
|
|
|
$
|
3.12
|
|
$
|
0.14
|
|
$
|
3.26
|
|
|
Diluted net earnings/(loss) per common share
|
$
|
2.84
|
|
$
|
(0.58
|
)
|
$
|
2.26
|
|
|
$
|
2.99
|
|
$
|
0.13
|
|
$
|
3.12
|
|
(1)
|
Despite being included currently in diluted net earnings per common share, the actual conversion to common stock occurs when the preferred shares are sold. Shares may only be sold after being allocated to the ESOP participants pursuant to the repayment of the ESOP's obligations through 2035.
|
(2)
|
For the three months ended
March 31, 2015
and
March 31, 2014
approximately
10 million
and
15 million
of the Company's outstanding stock options and for the
nine
months ended
March 31, 2015
and
March 31, 2014
approximately
4 million
of the Company's outstanding stock options were not included in the diluted net earnings per share calculation because the options were out of the money or to do so would have been antidilutive (i.e., the total proceeds upon exercise would have exceeded the market value of the underlying common shares).
|
(3)
|
Basic net earnings per common share and diluted net earnings per common share are calculated on net earnings attributable to Procter & Gamble.
|
|
|
|
|
|
|
|
Nine Months Ended March 31, 2015
|
|
|
||||||||||||||
|
Accrual Balance June 30, 2014
|
|
Charges Previously Reported (Six Months Ended December 31, 2014)
|
|
Charges for the Three Months Ended March 31, 2015
|
|
Cash Spent
|
|
Charges Against Assets
|
|
Accrual Balance March 31, 2015
|
||||||||||||
Separations
|
$
|
353
|
|
|
$
|
179
|
|
|
$
|
157
|
|
|
$
|
(364
|
)
|
|
$
|
—
|
|
|
$
|
325
|
|
Asset-Related Costs
|
—
|
|
|
90
|
|
|
86
|
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
||||||
Other Costs
|
28
|
|
|
72
|
|
|
79
|
|
|
(158
|
)
|
|
—
|
|
|
21
|
|
||||||
Total
|
$
|
381
|
|
|
$
|
341
|
|
|
$
|
322
|
|
|
$
|
(522
|
)
|
|
$
|
(176
|
)
|
|
$
|
346
|
|
|
Three Months Ended March 31, 2015
|
|
Nine Months Ended March 31, 2015
|
||||
Beauty, Hair and Personal Care
|
$
|
42
|
|
|
$
|
110
|
|
Grooming
|
13
|
|
|
34
|
|
||
Health Care
|
15
|
|
|
21
|
|
||
Fabric Care and Home Care
|
66
|
|
|
120
|
|
||
Baby, Feminine and Family Care
|
56
|
|
|
122
|
|
||
Corporate
(1)
|
130
|
|
|
256
|
|
||
Total Company
|
$
|
322
|
|
|
$
|
663
|
|
(1)
|
Corporate includes costs related to allocated overheads, including charges related to our Sales and Market Operations, Global Business Services and Corporate Functions activities, and costs related to discontinued operations.
|
|
Three Months Ended March 31
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Pet Care
|
|
Batteries
|
|
Total
|
|
Pet Care
|
|
Batteries
|
|
Total
|
||||||||||||
Net sales
|
$
|
12
|
|
|
$
|
398
|
|
|
$
|
410
|
|
|
$
|
381
|
|
|
$
|
537
|
|
|
$
|
918
|
|
Earnings before impairment charges and income taxes
|
(7
|
)
|
|
43
|
|
|
36
|
|
|
52
|
|
|
101
|
|
|
153
|
|
||||||
Impairment charges
|
—
|
|
|
(308
|
)
|
|
(308
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax expense
|
1
|
|
|
(11
|
)
|
|
(10
|
)
|
|
(19
|
)
|
|
(29
|
)
|
|
(48
|
)
|
||||||
Gain on sale before income taxes
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax expense on sale
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net earnings from discontinued operations
|
$
|
(11
|
)
|
|
$
|
(276
|
)
|
|
$
|
(287
|
)
|
|
$
|
33
|
|
|
$
|
72
|
|
|
$
|
105
|
|
|
Nine Months Ended March 31
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Pet Care
|
|
Batteries
|
|
Total
|
|
Pet Care
|
|
Batteries
|
|
Total
|
||||||||||||
Net sales
|
$
|
247
|
|
|
$
|
1,786
|
|
|
$
|
2,033
|
|
|
$
|
1,139
|
|
|
$
|
1,991
|
|
|
$
|
3,130
|
|
Earnings before impairment charges and income taxes
|
7
|
|
|
436
|
|
|
443
|
|
|
112
|
|
|
471
|
|
|
583
|
|
||||||
Impairment charges
|
—
|
|
|
(2,021
|
)
|
|
(2,021
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax expense
|
(5
|
)
|
|
(114
|
)
|
|
(119
|
)
|
|
(43
|
)
|
|
(137
|
)
|
|
(180
|
)
|
||||||
Gain on sale before income taxes
|
202
|
|
|
—
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax expense on sale
|
(189
|
)
|
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net earnings from discontinued operations
|
$
|
15
|
|
|
$
|
(1,699
|
)
|
|
$
|
(1,684
|
)
|
|
$
|
69
|
|
|
$
|
334
|
|
|
$
|
403
|
|
|
March 31, 2015
|
|
June 30, 2014
|
||||
|
Batteries
|
|
Pet Care
|
||||
Cash
|
$
|
26
|
|
|
$
|
—
|
|
Accounts receivable
|
224
|
|
|
—
|
|
||
Inventories
|
307
|
|
|
122
|
|
||
Prepaid expenses and other current assets
|
33
|
|
|
14
|
|
||
Property, plant and equipment, net
|
475
|
|
|
441
|
|
||
Goodwill and intangible assets, net
|
2,550
|
|
|
2,258
|
|
||
Other noncurrent assets
|
17
|
|
|
14
|
|
||
Total assets held for sale
|
$
|
3,632
|
|
|
$
|
2,849
|
|
|
|
|
|
||||
Accounts payable
|
$
|
150
|
|
|
$
|
63
|
|
Accrued and other liabilities
|
154
|
|
|
13
|
|
||
Long-term debt
|
29
|
|
|
—
|
|
||
Noncurrent deferred tax liabilities
|
782
|
|
|
584
|
|
||
Total liabilities held for sale
|
$
|
1,115
|
|
|
$
|
660
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Overview
|
•
|
Summary of Results -
Nine
Months Ended
March 31, 2015
|
•
|
Economic Conditions, Challenges and Risks
|
•
|
Results of Operations – Three and
Nine
Months Ended
March 31, 2015
|
•
|
Business Segment Discussion – Three and
Nine
Months Ended
March 31, 2015
|
•
|
Financial Condition
|
•
|
Reconciliation of Non-GAAP Measures
|
Reportable Business Segment
|
GBUs (Categories)
|
Billion Dollar Brands
|
Beauty, Hair and Personal Care
|
Skin and Personal Care (Antiperspirant and Deodorant, Personal Cleansing, Skin Care); Cosmetics; Hair Care and Color; Prestige; Salon Professional
|
Head & Shoulders, Olay, Pantene, SK-II, Wella
|
Grooming
|
Shave Care (Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Shave Care); Electronic Hair Removal
|
Fusion, Gillette, Mach3, Prestobarba
|
Health Care
|
Personal Health Care (Gastrointestinal, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care); Oral Care (Toothbrush, Toothpaste, Other Oral Care)
|
Crest, Oral-B, Vicks
|
Fabric Care and Home Care
|
Fabric Care (Laundry Additives, Fabric Enhancers, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care)
|
Ariel, Dawn, Downy, Febreze, Gain, Tide
|
Baby, Feminine and Family Care
|
Baby Care (Baby Wipes, Diapers and Pants); Feminine Care (Adult Incontinence, Feminine Care); Family Care (Paper Towels, Tissues, Toilet Paper)
|
Always, Bounty, Charmin, Pampers
|
|
Three Months Ended March 31, 2015
|
||
|
Net Sales
|
|
Net Earnings
|
Beauty, Hair and Personal Care
|
23%
|
|
20%
|
Grooming
|
10%
|
|
18%
|
Health Care
|
11%
|
|
12%
|
Fabric Care and Home Care
|
29%
|
|
23%
|
Baby, Feminine and Family Care
|
27%
|
|
27%
|
Total Company
|
100%
|
|
100%
|
|
Nine Months Ended March 31, 2015
|
||
|
Net Sales
|
|
Net Earnings
|
Beauty, Hair and Personal Care
|
24%
|
|
24%
|
Grooming
|
10%
|
|
16%
|
Health Care
|
10%
|
|
11%
|
Fabric Care and Home Care
|
29%
|
|
23%
|
Baby, Feminine and Family Care
|
27%
|
|
26%
|
Total Company
|
100%
|
|
100%
|
•
|
Net sales decreased
4%
versus the previous year to
$58.5 billion
. Organic sales, which exclude the impacts of acquisitions, divestitures and foreign exchange, were up 2%. Organic sales decreased 1% in Beauty, Hair, and Personal Care and increased 3% in Grooming, 4% in Health Care, 1% in Fabric Care and Home Care and 3% in Baby, Feminine and Family Care.
|
•
|
Unit volume decreased 1% and was unchanged on an organic basis. Volume grew low single digits in Fabric and Home Care. Volume decreased low single digits in Beauty, Hair and Personal Care and Grooming and was unchanged in Health Care and Baby, Feminine and Family Care.
|
•
|
Net earnings from continuing operations were
$8.3 billion
, a decrease of
$472 million
, or
5%
versus the prior year period. This decrease was driven primarily by reduced net sales and foreign currency impacts.
|
•
|
Diluted net earnings per share from continuing operations decreased
5%
to
$2.84
.
|
•
|
Net earnings attributable to Procter & Gamble were
$6.5 billion
, a decrease of
$2.5 billion
, or
28%
versus the prior year period. This was primarily driven by non-cash, after-tax impairment charges totaling $2.0 billion related to the goodwill and indefinite-lived intangible assets in our Batteries business (reflected in Earnings from Discontinued Operations) and the reduction in net earnings from continuing operations.
|
•
|
Core net earnings per share, which excludes discontinued operations, incremental restructuring charges, balance sheet remeasurement and devaluation charges from Venezuela and charges for European legal matters decreased 4% to
$3.02
.
|
•
|
Operating cash flow was
$10.6 billion
. Adjusted free cash flow, which is operating cash flow less capital expenditures and excluding tax payments for the Pet divestiture, was $8.7 billion. Adjusted free cash flow productivity, which is the ratio of adjusted free cash flow to net earnings excluding impairment charges on the Batteries business and tax payments for the Pet Care divestiture, was
101%
.
|
|
Three Months Ended March 31
|
|||||||||
Amounts in millions, except per share amounts
|
2015
|
|
2014
|
|
% Chg
|
|||||
Net sales
|
$
|
18,142
|
|
|
$
|
19,641
|
|
|
(8
|
)%
|
Operating income
|
3,135
|
|
|
3,306
|
|
|
(5
|
)%
|
||
Net earnings from continuing operations
|
2,475
|
|
|
2,531
|
|
|
(2
|
)%
|
||
Net earnings/(loss) from discontinued operations
|
(287
|
)
|
|
105
|
|
|
(373
|
)%
|
||
Net earnings attributable to Procter & Gamble
|
2,153
|
|
|
2,609
|
|
|
(17
|
)%
|
||
Diluted net earnings per common share
|
0.75
|
|
|
0.90
|
|
|
(17
|
)%
|
||
Diluted net earnings per share from continuing operations
|
0.85
|
|
|
0.87
|
|
|
(2
|
)%
|
||
Core earnings per common share
|
0.92
|
|
|
1.00
|
|
|
(8
|
)%
|
||
|
||||||||||
|
|
|
|
|
|
|||||
COMPARISONS AS A % OF NET SALES
|
2015
|
|
2014
|
|
Basis Pt Chg
|
|||||
Gross margin
|
48.6%
|
|
48.9%
|
|
(30)
|
|||||
Selling, general & administrative expense
|
31.3%
|
|
32.1%
|
|
(80)
|
|||||
Operating margin
|
17.3%
|
|
16.8%
|
|
50
|
|||||
Earnings before income taxes
|
17.0%
|
|
16.2%
|
|
80
|
|||||
Net earnings attributable to Procter & Gamble
|
11.9%
|
|
13.3%
|
|
(140)
|
|
Net Sales Change Drivers 2015 vs. 2014 (Three Months Ended March 31)
|
||||||||||||
|
Volume with Acquisitions & Divestitures
|
|
Volume Excluding Acquisitions & Divestitures
|
|
Foreign Exchange
|
|
Price
|
|
Mix
|
|
Other*
|
|
Net Sales Growth
|
Beauty, Hair and Personal Care
|
-5%
|
|
-4%
|
|
-8%
|
|
2%
|
|
-1%
|
|
1%
|
|
-11%
|
Grooming
|
1%
|
|
1%
|
|
-12%
|
|
5%
|
|
3%
|
|
0%
|
|
-3%
|
Health Care
|
-2%
|
|
-1%
|
|
-7%
|
|
2%
|
|
5%
|
|
1%
|
|
-1%
|
Fabric Care and Home Care
|
-2%
|
|
-1%
|
|
-8%
|
|
0%
|
|
1%
|
|
0%
|
|
-9%
|
Baby, Feminine and Family Care
|
-2%
|
|
-2%
|
|
-8%
|
|
2%
|
|
2%
|
|
0%
|
|
-6%
|
Total Company
|
-2%
|
|
-2%
|
|
-8%
|
|
2%
|
|
1%
|
|
-1%
|
|
-8%
|
|
Nine Months Ended March 31, 2015
|
|||||||||
Amounts in millions, except per share amounts
|
2015
|
|
2014
|
|
% Chg
|
|||||
Net sales
|
$
|
58,489
|
|
|
$
|
60,914
|
|
|
(4
|
)%
|
Operating income
|
10,860
|
|
|
11,578
|
|
|
(6
|
)%
|
||
Net earnings from continuing operations
|
8,290
|
|
|
8,762
|
|
|
(5
|
)%
|
||
Net earnings/(loss) from discontinued operations
|
(1,684
|
)
|
|
403
|
|
|
(518
|
)%
|
||
Net earnings attributable to Procter & Gamble
|
6,515
|
|
|
9,064
|
|
|
(28
|
)%
|
||
Diluted net earnings per common share
|
2.26
|
|
|
3.12
|
|
|
(28
|
)%
|
||
Diluted net earnings per share from continuing operations
|
2.84
|
|
|
2.99
|
|
|
(5
|
)%
|
||
Core earnings per common share
|
3.02
|
|
|
3.16
|
|
|
(4
|
)%
|
||
|
||||||||||
|
|
|
|
|
|
|||||
COMPARISONS AS A % OF NET SALES
|
2015
|
|
2014
|
|
Basis Pt Chg
|
|||||
Gross margin
|
49.4%
|
|
49.6%
|
|
(20)
|
|||||
Selling, general & administrative expense
|
30.8%
|
|
30.6%
|
|
20
|
|||||
Operating margin
|
18.6%
|
|
19.0%
|
|
(40)
|
|||||
Earnings before income taxes
|
18.1%
|
|
18.4%
|
|
(30)
|
|||||
Net earnings attributable to Procter & Gamble
|
11.1%
|
|
14.9%
|
|
(380)
|
|
Net Sales Change Drivers 2015 vs. 2014 (Nine Months Ended March 31)
|
||||||||||||
|
Volume with Acquisitions & Divestitures
|
|
Volume Excluding Acquisitions & Divestitures
|
|
Foreign Exchange
|
|
Price
|
|
Mix
|
|
Other*
|
|
Net Sales Growth
|
Beauty, Hair and Personal Care
|
-3%
|
|
-2%
|
|
-4%
|
|
1%
|
|
0%
|
|
0%
|
|
-6%
|
Grooming
|
-1%
|
|
-1%
|
|
-6%
|
|
4%
|
|
0%
|
|
0%
|
|
-3%
|
Health Care
|
0%
|
|
0%
|
|
-4%
|
|
1%
|
|
3%
|
|
0%
|
|
0%
|
Fabric Care and Home Care
|
1%
|
|
1%
|
|
-6%
|
|
0%
|
|
0%
|
|
0%
|
|
-5%
|
Baby, Feminine and Family Care
|
0%
|
|
0%
|
|
-5%
|
|
2%
|
|
1%
|
|
0%
|
|
-2%
|
Total Company
|
-1%
|
|
0%
|
|
-5%
|
|
1%
|
|
1%
|
|
0%
|
|
-4%
|
|
Three Months Ended March 31, 2015
|
|||||||||||||||||||
|
Net Sales
|
|
% Change Versus Year Ago
|
|
Earnings/(Loss) from Continuing Operations Before Income Taxes
|
|
% Change Versus Year Ago
|
|
Net Earnings/(Loss) from Continuing Operations
|
|
% Change Versus Year Ago
|
|||||||||
Beauty, Hair and Personal Care
|
$
|
4,172
|
|
|
(11
|
)%
|
|
$
|
694
|
|
|
(13
|
)%
|
|
$
|
516
|
|
|
(17
|
)%
|
Grooming
|
1,801
|
|
|
(3
|
)%
|
|
603
|
|
|
(2
|
)%
|
|
456
|
|
|
(2
|
)%
|
|||
Health Care
|
1,909
|
|
|
(1
|
)%
|
|
462
|
|
|
16
|
%
|
|
303
|
|
|
12
|
%
|
|||
Fabric Care and Home Care
|
5,248
|
|
|
(9
|
)%
|
|
937
|
|
|
(3
|
)%
|
|
594
|
|
|
(4
|
)%
|
|||
Baby, Feminine and Family Care
|
4,890
|
|
|
(6
|
)%
|
|
1,011
|
|
|
(5
|
)%
|
|
691
|
|
|
(5
|
)%
|
|||
Corporate
|
122
|
|
|
N/A
|
|
|
(630
|
)
|
|
N/A
|
|
|
(85
|
)
|
|
N/A
|
|
|||
Total Company
|
$
|
18,142
|
|
|
(8
|
)%
|
|
$
|
3,077
|
|
|
(3
|
)%
|
|
$
|
2,475
|
|
|
(2
|
)%
|
|
Nine Months Ended March 31, 2015
|
|||||||||||||||||||
|
Net Sales
|
|
% Change Versus Year Ago
|
|
Earnings/(Loss) from Continuing Operations Before Income Taxes
|
|
% Change Versus Year Ago
|
|
Net Earnings/(Loss) from Continuing Operations
|
|
% Change Versus Year Ago
|
|||||||||
Beauty, Hair and Personal Care
|
$
|
13,991
|
|
|
(6
|
)%
|
|
$
|
2,709
|
|
|
(6
|
)%
|
|
$
|
2,089
|
|
|
(7
|
)%
|
Grooming
|
5,749
|
|
|
(3
|
)%
|
|
1,937
|
|
|
—
|
%
|
|
1,466
|
|
|
—
|
%
|
|||
Health Care
|
6,008
|
|
|
—
|
%
|
|
1,435
|
|
|
10
|
%
|
|
994
|
|
|
9
|
%
|
|||
Fabric Care and Home Care
|
16,956
|
|
|
(5
|
)%
|
|
3,101
|
|
|
(6
|
)%
|
|
2,019
|
|
|
(6
|
)%
|
|||
Baby, Feminine and Family Care
|
15,429
|
|
|
(2
|
)%
|
|
3,330
|
|
|
3
|
%
|
|
2,276
|
|
|
3
|
%
|
|||
Corporate
|
356
|
|
|
N/A
|
|
|
(1,935
|
)
|
|
N/A
|
|
|
(554
|
)
|
|
N/A
|
|
|||
Total Company
|
$
|
58,489
|
|
|
(4
|
)%
|
|
$
|
10,577
|
|
|
(5
|
)%
|
|
$
|
8,290
|
|
|
(5
|
)%
|
•
|
Volume in Hair Care was down mid-single digits in developed markets due to competitive activity and in developing markets due to lower customer inventory following trade term changes. Global market share of the hair care category decreased half a point.
|
•
|
Volume in Skin and Personal Care decreased mid-single digits. Volume declined low single digits in developed regions and high single digits in developing regions due to ongoing competitive activity. Global market share of the skin and personal care category decreased nearly half a point.
|
•
|
Volume in Cosmetics increased low single digits. Volume was unchanged in developed markets and was up double-digits in developing markets primarily due to innovation, primarily in Asia. Global market share of the cosmetics category was flat.
|
•
|
Volume in Salon Professional was down low single digits in developing markets following increased pricing and was unchanged in developed markets.
|
•
|
Volume in Prestige decreased high single digits due to reduced distributor inventories and lower levels of product innovation versus the base period.
|
•
|
Volume in Hair Care decreased low single digits in both developed and developing markets following increased pricing, minor divestitures and competitive activity. Global market share of the hair care category was down half a point.
|
•
|
Volume in Skin and Personal Care decreased low single digits as decreases in skin care and personal cleansing were partially offset by growth in deodorants. Volume was flat in developed regions and declined mid-single digits in developing regions due to ongoing competitive activity. Global market share of the skin and personal care category was down nearly half a point.
|
•
|
Volume in Cosmetics increased low single digits due to a double-digit increase in developing markets primarily due to market growth and product innovation. Volume in developed markets increased low single digits. Global market share of the cosmetics category was down slightly.
|
•
|
Volume in Salon Professional decreased low single digits due to a mid-single-digit decrease in developing markets following increased pricing and due to market contraction. Volume in developed markets declined low single digits primarily due to market declines.
|
•
|
Volume in Prestige decreased high single digits due to market contraction and reduced levels of initiative activity.
|
•
|
Shave Care volume increased low single digits in both developed and developing regions behind market growth and product innovation. Global market share of the blades and razors category decreased nearly half a point.
|
•
|
Volume in Electronic Hair Removal was up low single digits as a high single-digit increase in developed regions behind product innovation was partially offset by a mid-single-digit decrease in developing regions following increased pricing. Global market share of the electronic hair removal category increased less than half a point.
|
•
|
Shave Care volume decreased low single digits in both developed and developing regions caused by market contraction and following increased pricing. Global market share of the blades and razors category was flat.
|
•
|
Volume in Electronic Hair Removal increased low single digits in both developed and developing markets behind product innovation and market growth. Global market share of the electronic hair removal category was flat.
|
•
|
Oral Care volume declined mid-single digits due to a high single-digit decrease in developing regions driven by competitive activity and increased pricing. Volume in developed regions was flat. Global market share of the oral care category was flat.
|
•
|
Volume in Personal Health Care increased mid-single digits due to a double digit increase in developing regions driven by a more active cough/cold season. Volume in developed markets was flat. Global market share of the personal health care category decreased less than a point.
|
•
|
Oral Care volume was flat as a low single-digit increase in developed regions from product innovation was offset by a mid-single-digit decline in developing regions due to competitive activity and following increased pricing. Global market share of the oral care category was flat.
|
•
|
Volume in Personal Health Care decreased low single digits due to a low single-digit decrease in developed markets from competitive activity, partially offset by a low single-digit increase in developing markets from market growth, product innovation and a more active cough/cold season. Global market share of the personal health care category was down about a point.
|
•
|
Fabric Care volume declined low single digits driven by a mid-single-digit decrease in developed regions due to inventory shipments in the base-period to build inventory to support initiatives, current period competitive activity and lower customer inventory levels. Volume was unchanged in developing regions. Global market share of the fabric care category was flat.
|
•
|
Home Care volume was down low single digits as a low single-digit decrease in developed markets due to competitive activity was partially offset by a low single-digit increase in developing regions from expanded distribution. Global market share of the home care category was down half a point.
|
•
|
Fabric Care volume increased low single digits driven by a low single-digit increase in developing regions behind market growth and product innovation. Volume in developed regions was unchanged. Global market share of the fabric care category was flat.
|
•
|
Home Care volume decreased low single digits as a low single-digit decrease in developed markets due to competitive activity was partially offset by a low single-digit increase in developing regions from expanded distribution. Global market share of the home care category was down nearly half a point.
|
•
|
Volume in Baby Care was down low single digits due to a mid-single-digit decrease in developing regions following increased pricing. Volume was unchanged in developed regions. Global market share of the baby care category decreased more than a point.
|
•
|
Volume in Feminine Care declined low single digits as a high single-digit decrease in developing regions due to lower customer inventory and following increased pricing was partially offset by a mid-single-digit increase in developed regions from product innovation, largely the entry into the adult incontinence category. Global market share of the feminine care category was flat.
|
•
|
Volume in Family Care was unchanged as a low single-digit increase in developed regions behind price reductions was offset by a double-digit decline in developing regions due to decreased distribution. In the U.S., all-outlet share of the family care category was flat.
|
•
|
Volume in Baby Care decreased low single digits as a low single-digit decrease in developing regions following increased pricing was partially offset by a low single-digit increase in developed regions from product innovation. Global market share of the baby care category decreased more than half a point.
|
•
|
Volume in Feminine Care was unchanged as a mid-single-digit increase in developed regions from product innovation, primarily the introduction of female adult incontinence, was offset by a low single-digit decline in developing regions due to competition and increased pricing. Global market share of the feminine care category was flat.
|
•
|
Volume in Family Care decreased low single digits as low single-digit growth in developed regions was more than offset by a double-digit decline in developing regions due to competitive activity and decreased distribution. In the U.S., all-outlet share of the family care category decreased less than a point.
|
Three Months Ended March 31, 2015
|
Net Sales Growth
|
|
Foreign Exchange Impact
|
|
Acquisition/Divestiture Impact*
|
|
Organic Sales Growth
|
Beauty, Hair and Personal Care
|
(11)%
|
|
8%
|
|
—%
|
|
(3)%
|
Grooming
|
(3)%
|
|
12%
|
|
—%
|
|
9%
|
Health Care
|
(1)%
|
|
7%
|
|
—%
|
|
6%
|
Fabric Care and Home Care
|
(9)%
|
|
8%
|
|
1%
|
|
—%
|
Baby, Feminine and Family Care
|
(6)%
|
|
8%
|
|
—%
|
|
2%
|
Total Company
|
(8)%
|
|
8%
|
|
1%
|
|
1%
|
Nine Months Ended March 31, 2015
|
Net Sales Growth
|
|
Foreign Exchange Impact
|
|
Acquisition/Divestiture Impact*
|
|
Organic Sales Growth
|
Beauty, Hair and Personal Care
|
(6)%
|
|
4%
|
|
1%
|
|
(1)%
|
Grooming
|
(3)%
|
|
6%
|
|
—%
|
|
3%
|
Health Care
|
—%
|
|
4%
|
|
—%
|
|
4%
|
Fabric Care and Home Care
|
(5)%
|
|
6%
|
|
—%
|
|
1%
|
Baby, Feminine and Family Care
|
(2)%
|
|
5%
|
|
—%
|
|
3%
|
Total Company
|
(4)%
|
|
5%
|
|
1%
|
|
2%
|
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
||||
Diluted net earnings per share from continuing operations
|
$
|
0.85
|
|
|
$
|
0.87
|
|
Incremental restructuring charges
|
0.07
|
|
|
0.04
|
|
||
Venezuela balance sheet remeasurement and devaluation
|
—
|
|
|
0.10
|
|
||
Rounding
|
—
|
|
|
(0.01
|
)
|
||
CORE EPS
|
$
|
0.92
|
|
|
$
|
1.00
|
|
Core EPS Growth/(Decline)
|
(8
|
)%
|
|
|
|
Nine Months Ended March 31
|
||||||
|
2015
|
|
2014
|
||||
Diluted net earnings per share from continuing operations
|
$
|
2.84
|
|
|
$
|
2.99
|
|
Incremental restructuring charges
|
0.12
|
|
|
0.08
|
|
||
Charges for European legal matters
|
0.02
|
|
|
—
|
|
||
Venezuela balance sheet remeasurement and devaluation
|
0.04
|
|
|
0.09
|
|
||
Rounding
|
—
|
|
|
—
|
|
||
CORE EPS
|
$
|
3.02
|
|
|
$
|
3.16
|
|
Core EPS Growth/(Decline)
|
(4
|
)%
|
|
|
|
Operating Cash Flow
|
|
Capital Spending
|
|
Free Cash Flow
|
|
Cash Tax Payment - Pet Care Sale
|
|
Adjusted Free Cash Flow
|
July 2014 - March 2015
|
$10,620
|
|
$(2,462)
|
|
$8,158
|
|
$546
|
|
$8,704
|
|
Net Earnings
|
|
Impairment Charges
|
|
Net Earnings Excluding Impairment Charges on Batteries
|
|
Adjusted Free Cash Flow Productivity
|
July 2014 - March 2015
|
$6,606
|
|
$1,980
|
|
$8,586
|
|
101%
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under our Share Repurchase Program ($ in billions)
|
01/01/2015 - 01/31/2015
|
0
|
|
n/a
|
|
0
|
|
(2)
|
02/01/2015 - 02/28/2015
|
0
|
|
n/a
|
|
0
|
|
(2)
|
03/01/2015 - 03/31/2015
|
0
|
|
n/a
|
|
0
|
|
(2)
|
Total
|
0
|
|
n/a
|
|
0
|
|
|
(1)
|
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)
|
On February 19, 2015, the Company stated that fiscal year 2015 share repurchases to reduce Company shares outstanding are estimated to be approximately $5 billion, notwithstanding any purchases under the Company's compensation and benefit plans. Purchases may be made in the open market and/or private transactions and purchases may be increased, decreased or discontinued at any time without prior notice. The share repurchases are authorized pursuant to a resolution issued by the Company's Board of Directors and are expected to be financed by a combination of operating cash flows and issuance of long-term and short-term debt.
|
Item 6.
|
Exhibits.
|
*
|
Compensatory plan or arrangement
|
|
|
(1)
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
|
|
|
|
|
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
||
April 23, 2015
|
|
|
|
/s/ VALARIE L. SHEPPARD
|
Date
|
|
|
|
(Valarie L. Sheppard)
|
|
|
|
|
Senior Vice President, Comptroller and Treasurer
|
(1)
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
Last Day of Employment:
|
Your last day of employment will be
«Exit_Date»,
referred to as your “Last Day of Employment.” Unless otherwise noted below, your pay and benefits will cease as of your Last Day of Employment.
|
Separation Payment:
|
As soon as administratively practical after your Last Day of Employment, P&G will provide you with a Separation Payment of
«Total_Amount»,
less legally required withholdings and deductions. In no event will payment be made before expiration of the seven-day revocation period discussed below or later than the March 15th of the year following the year which includes your last day of employment.
Amounts you owe to P&G as of your Last Day of Employment, including, but not limited to, wage and/or benefit overpayments and unpaid loans, will also be deducted from the Separation Payment.
|
STAR Awards:
|
As of your Last Day of Employment, if you worked at least 28 days (4 calendar weeks) during that fiscal year, you will receive a pro-rated STAR award for that fiscal year. Your STAR award will be pro-rated by dividing the number of calendar days during the fiscal year from July 1 through your Last Day of Employment by 365. Your STAR award will be paid in cash in the September (but no later than September 15th) immediately following the end of the fiscal year in which you terminate.
|
Equity Awards:
|
Your separation will be treated as a Special Separation for purposes of any outstanding equity awards granted under the Procter & Gamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001 Stock and Incentive Compensation Plan, the Procter & Gamble 1992 Stock Plan, or the Gillette Company 2004 Long-Term Incentive Plan and as a result the awards will be retained subject to the original terms and conditions of the awards.
Awards granted under the Procter & Gamble 2014 Stock &
|
«Employee_Name»
«Actual_Offer_Date»
Page 3 of 12
|
|
Incentive Compensation Plan are retained subject to the terms and conditions of the Awards.
This agreement does not alter the rights and obligations that you may have under the Procter & Gamble 2014 Stock & Incentive compensation Plan, the Procter & Gamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001 Stock and Incentive Plan, the Procter & Gamble 1992 Stock Plan, and the Gillette Company 2004 Long-Term Incentive Plan.
|
Current Medical, Dental, and Life Insurance Benefits:
|
Your Medical (including prescription drug and EAP programs), Dental, and Basic Group Life insurance coverage will continue under the same terms until
«Benefits_End_Date»
.
When your extended coverage ends, you may be entitled to continue your Medical and Dental insurance coverage under COBRA. If you are entitled to COBRA continuation coverage, you will receive a notice of your right to elect COBRA.
|
Retiree Medical and Dental Benefits:
|
If you were eligible for P&G retiree healthcare coverage on your Last Day of Employment, you will be eligible to enroll in P&G’s retiree medical and dental insurance coverage. You are eligible for P&G retiree healthcare coverage if you satisfy the regular retiree eligibility rules (i.e., you are a Regular Retiree) as of your Last Day of Employment. Under the terms of this Agreement, you also are eligible for P&G retiree healthcare coverage as a Special Retiree by satisfying the Rule of 70 as of your Last Day of Employment. You satisfy the Rule of 70 when your full years of age plus your full years of service equal 70. Special rules apply to Gillette Heritage Employees with regard to retiree medical eligibility and the retiree medical cost sharing under the retiree medical plan. If you are a Gillette Heritage Employee, you will receive a separate handout on your retiree medical eligibility. If you are eligible for P&G’s retiree healthcare coverage as either a Regular Retiree or a Special Retiree as of your Last Day of Employment, you should contact the Employee Service Center before your extension of coverage ends to request retiree healthcare enrollment information. For details regarding the terms and conditions of your retiree health coverage, please refer to and review the summary plan descriptions, available at PGOne
à
Life and Career
Important Note:
If you become employed by a direct competitor of P&G (as determined by P&G’s Chief Human Resources Officer) in any capacity, you will not be eligible for coverage under P&G’s retiree healthcare coverage as long as
|
|
|
|
|
1
Special rules apply to Gillette Heritage Employees with regard to retiree medical eligibility and the retiree medical cost sharing under the retiree medical plan. If you are a Gillette Heritage Employee, you will receive a separate handout on your retiree medical eligibility.
|
«Employee_Name»
«Actual_Offer_Date»
Page 4 of 12
|
|
you remain employed by such competitor. If you have questions, please contact the Benefits Service Center at 1-888-627-7472.
|
Retiree Life Benefits:
|
If you are eligible for retiree life coverage on your Last Day of Employment, your Basic Group Life Insurance will convert to Retiree Group Life Insurance. For details regarding the terms and conditions of your Retiree Group Life Insurance coverage, please refer to and review the summary plan descriptions available at PGOneLife and Career.
|
Outplacement Services:
|
P&G’s outplacement supplier, Right Management Consultants, will provide services to assist you in managing your transition to a new future, based on your interest. Services include pre-decision counseling, career transition programs, and job development opportunities. Right Management Consultants will also assist you in preparing for your job search, including résumé preparation, cover letters, other written materials and interview and networking training.
After you accept this Agreement, you
may
begin utilizing outplacement services on a limited basis prior to your Last Day of Employment, consistent with the needs of the business and your responsibilities to complete and/or transition your work. Note that you
must
begin utilizing outplacement services within 45 days of your Last Day of Employment to be eligible for this benefit.
|
No Consideration Without Executing this Agreement:
|
You affirm that you understand and agree that you would not receive the separation payment and/or benefits specified in this Agreement without executing this Agreement and fulfilling the promises contained in it. Except as provided in this Agreement or under the terms and conditions of an applicable benefit plan or policy sponsored by P&G, you shall not be due any payments or benefits from P&G in connection with the termination of your employment.
|
Continued Employment Through Your Last Day of Employment:
|
You agree to perform your work and responsibilities as an employee in a satisfactory manner up to and including your Last Day of Employment, including compliance with all provisions of this “Separation Agreement and Release.” If P&G determines that you have engaged in serious misconduct during your employment, you understand and agree that P&G may terminate your employment immediately and will not provide, nor will it be obligated to provide, you will the Separation Payment, medical benefits, outplacement and other
|
«Employee_Name»
«Actual_Offer_Date»
Page 5 of 12
|
|
benefits described above. If you have already received any such pay or benefits, you agree to repay them to P&G upon demand.
|
Nonadmission of Wrongdoing:
|
You affirm that you understand and agree that neither this Agreement nor the furnishing of the consideration for this Agreement, including the Separation Payment, shall be deemed or construed at any time for any purpose as an admission by P&G of wrongdoing or evidence of any liability or unlawful conduct of any kind.
|
Release of Claims - Including Age Discrimination and Employment Claims:
|
In consideration of the Separation Payment and other benefits provided above to which you would not have been entitled under any existing P&G Policy, you release P&G from any and all claims you have against P&G. The term “P&G” includes «Company» and any of its present, former and future owners, parents, affiliates and subsidiaries, and its and their directors, officers, shareholders, employees, agents, servants, representatives, predecessors, successors and assigns and their employee benefit plans and programs and their administrators and fiduciaries.
This release applies to claims about which you now know or may later discover, and includes but is not limited to: (1) claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq.; (2) claims arising out of or relating in any way to your employment with P&G or the conclusion of that employment; (3) claims arising under any federal, state and local employment discrimination laws, regulations or ordinances or other orders that relate to the employment relationship and/or employee benefits; and (4) any other federal, state or local law, rule, regulation or ordinance, public policy, contract, tort or common law.
This release does not apply to claims that may arise after the date you accept this Agreement or that may not be released under applicable law.
You are not waiving any rights you may have to: (a) your own vested accrued employee benefits under the P&G health, welfare, or retirement benefit plans as of the Last Day of Employment; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; (d) enforce this Agreement; and/or (e) challenge the validity of this Agreement.
|
«Employee_Name»
«Actual_Offer_Date»
Page 6 of 12
|
|
You agree that the decision as to what would be your Last Day of Employment was made prior to your accepting and executing this Agreement, and you agree that you are releasing any claim in connection with the separation of your employment.
Nothing in this Agreement prohibits or prevents you from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, you agree that if such an administrative claim is made, you shall not be entitled to recover any individual monetary relief or other individual remedies.
If any claim is not subject to release, to the extent permitted by law, you agree that you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which P&G is a party.
|
Confidential, Proprietary, Trade Secret Information & Period of Non-Competition:
|
You agree that you will not use or share any confidential, proprietary or trade secret information about any aspect of P&G’s business with any non-P&G employee or business entity at any time in the future. You further agree that you will not obtain or have in your possession any confidential, proprietary or trade secret information on or after your last day of employment. Confidential, proprietary or trade secret information includes, but is not limited to, marketing and advertising plans, pricing information, upstream plans, specific areas of research and development, project work, product formulation, processing methods, assignments of individual employees, testing and evaluation procedures, cost figures, construction plans, and special techniques or methods of any kind.
You understand and agree that, unless you have prior written consent from P&G, you will not engage in any activity or provide any services for a period of three (3) years following your Last Day of Employment in connection with the manufacture, development, advertising, promotion or sale of any product which is the same as, similar to, or competitive with any products of P&G or its subsidiaries (including both existing products as well as products in development which are known to you, as a consequence of your employment with P&G):
|
«Employee_Name»
«Actual_Offer_Date»
Page 7 of 12
|
|
1. With respect to which your work has been directly concerned at any time during the two (2) years preceding your Last Day of Employment; or
|
|
2. With respect to which during that period of time you, as a consequence of your job performance and duties, acquired knowledge of trade secrets or other confidential information of P&G.
|
|
For the purposes of this section, it shall be conclusively presumed that you have knowledge or information to which you were directly exposed through the actual receipt of memos or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed. The provisions of this section are not in lieu of, but are in addition to, your continuing obligation to not use or disclose P&G’s trade secrets and confidential information known to you until any particular trade secret or confidential information becomes generally known (through no fault of yours). Information regarding products in development, in test market or being marketed or promoted in a discrete geographic region, which information P&G is considering for a broader use, shall not be deemed generally known until such broader use is actually commercially implemented. Also, “generally known” means known throughout the domestic United States industry or, if you have job responsibilities outside of the United States, the appropriate foreign country or countries’ industry.
If any restriction in this section is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it will be modified and interpreted to extend only over the maximum period of time, range of activities or geographic area so that it may be enforceable.
As a participant in the 2009 Stock and Incentive Compensation Plan, the 2001 Stock and Incentive Compensation Plan, or the 1992 Stock Plan, you are also bound by the terms of Article F - Restrictions & Covenants of those plans, which are incorporated herein by reference.
If you are a participant in the 2014 Stock & Incentive Compensation Plan, you are also bound by the terms of Article 6 - Restrictions and Covenants of this plan which are incorporated herein by reference.
|
«Employee_Name»
«Actual_Offer_Date»
Page 8 of 12
|
Non-Solicitation:
|
You acknowledge, as a participant in the Procter & Gamble 2014 Stock & Incentive Compensation Plan, the Procter & Gamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001 Stock and Incentive Plan, the Procter & Gamble 1992 Stock Plan, and/or the Gillette Company 2004 Long-Term Incentive Plan that you are bound to comply with the Plans’ non-solicitation obligations. Specifically, you agree that you will not, at any time following your Employment Separation Date, attempt to directly or indirectly induce any employee of P&G or its affiliates or subsidiaries to be employed or perform services elsewhere or attempt directly or indirectly to solicit the trade or business of any current or prospective customer, supplier or partner of P&G or its affiliates or subsidiaries.
|
Acknowledgements and Affirmations:
|
You affirm that you have not filed, caused to be filed, or presently are a party to any claim against P&G.
You affirm that you have been paid and/or have received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date you sign this Agreement. To the extent that you are required to report hours worked, you affirm that you have reported all hours worked as of the date you sign this Agreement.
You affirm that you have been granted any leave to which you were entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.
You further affirm that you have no known workplace injuries or occupational diseases that have not been reported.
|
Assignment of Intellectual Property:
|
You will promptly and fully disclose, transfer and assign to P&G all inventions and any other intellectual property (collectively “Intellectual Property”) made or conceived by you during your employment with P&G. You agree to fully cooperate in executing any papers required for establishing or protecting the Intellectual Property and for establishing P&G’s ownership, even if such cooperation is necessary after your Last Day of Employment.
|
Return of P&G Property:
|
You agree that on or before your Last Day of Employment, you will return to P&G in good condition all of its equipment, materials and information that were in your possession, custody or control (including, but not limited to, computers, files, documents, credit cards, keys and identification badges). You further agree that you will provide your manager with all
|
«Employee_Name»
«Actual_Offer_Date»
Page 9 of 12
|
|
passwords to P&G electronic communication and data systems before your Last Day of Employment. You further agree that on or before your Last Day of Employment, you will return or if directed to do so by your immediate manager, delete (i.e., destroy all copies of) any and all P&G confidential, proprietary or trade secret information you have maintained in your possession, custody, or control in paper, electronic and/or digital formats, including but not limited to, any such confidential, proprietary, or trade secret information (e.g., files, documents, etc.) that you may have electronically or digitally processed or stored on P&G-issued or on personally-owned or maintained digital devices and/or service accounts. Such digital devices and/or service accounts may include, but are not limited to desktop and laptop computers, notebooks, tablets, iPads, mobile phones, smartphones, personal digital assistants (PDAs), USB and flash drives, external hard drives, CDs, DVDs, and/or external file processing or storage provided by cloud service providers such as box.net, dropbox, Google docs, etc.
|
Ethics Compliance:
|
You agree that you provided P&G all information known to you regarding any violations of the Procter & Gamble Worldwide Business Conduct Manual and/or any other violations of P&G policy or the law.
|
Agreement to Arbitrate Disputes:
|
Resolving any future differences we may have in the courts can take a long time and be expensive. You and P&G therefore agree that the only remedy for all disputes that are not released by this Agreement or that arise out of your employment with or separation from P&G, or any aspect of this Agreement, will be to submit any such disputes (with the exception noted at the end of this section) to final and binding arbitration in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association then in effect.
You and P&G agree that the aggrieved party must send written notice of any claim to the other party by certified mail, return receipt requested. Written notice for P&G will be sent to: Secretary, One Procter & Gamble Plaza, Cincinnati, OH 45202, and to you at the most current address shown for you in P&G’s records. The arbitrator will apply Ohio law. At your written request, P&G will reimburse you for all fees and costs charged by the American Arbitration Association and its arbitrator to the extent they exceed the applicable fees and costs that would have been charged by a court of competent jurisdiction had your claim been filed court.
|
«Employee_Name»
«Actual_Offer_Date»
Page 10 of 12
|
|
There is one exception to this section. P&G may seek injunctive relief in any court of competent jurisdiction if it has reason to believe that you have violated or are about to violate (1) the terms of the “Confidential, Proprietary, Trade Secret Information & Period of Non-Competition” section above, or (2) if you are a participant in the 2009 Stock and Incentive Compensation Plan, the 2001 Stock and Incentive Compensation Plan, or the 1992 Stock Plan, the terms of Article F - Restrictions & Covenants of those plans or (3) if you are a participant in the 2014 Stock and Incentive Compensation Plan, the terms of Article 6 - Restrictions & Covenants of those plans.
|
Severability:
|
If any court of competent jurisdiction or arbitrator should later find that any portion of this Agreement is invalid, that invalidity will not affect the enforceability of any other portion of this Agreement.
|
Employment References:
|
You understand that P&G’s historical policy is to not provide employment references to prospective employers. However, P&G is willing to waive that policy in your case on the following basis: You authorize your manager or human resources representative to provide an employment reference upon written or verbal request. In return, you release any claim against P&G and will not bring a lawsuit in court against P&G based upon that employment reference (or lack thereof). You agree that you will refer all reference inquiries to your manager or human resources representative only. You further understand that all disputes regarding employment references or the lack thereof must be resolved through the arbitration process described above.
|
No Reliance:
|
This Agreement sets forth the entire agreement between you and P&G and fully supersedes any prior agreements or understanding between the parties except that if you are a participant in the 2009 Stock and Incentive Compensation Plan, the 2001 Stock and Incentive Compensation Plan, or the 1992 Stock Plan, the terms of Article F - Restrictions & Covenants of those plans remain in full force and effect and are incorporated herein by reference and if you are a participant in the 2014 Stock Plan, the terms of Article 6 - Restrictions & Covenants of the plan remain in full force and are in effect and are incorporated herein by reference. In deciding to accept this Agreement, you agree that you have not relied upon any statements or promises by P&G, its managers, agents or employees, other than those set forth in this Agreement. No other promises or agreements concerning the matters described
|
«Employee_Name»
«Actual_Offer_Date»
Page 11 of 12
|
|
in this Agreement shall be binding unless in a subsequent document signed by these parties.
|
Your Attorney:
|
You acknowledge that you have been and hereby are advised to consult with legal counsel before accepting this Agreement and have either done so or have voluntarily declined to do so.
|
Timing for Acceptance or Revocation:
|
You have forty-five (45) calendar days in which to consider this Agreement in which you waive important rights, including those under the Age Discrimination in Employment Act of 1967. If you choose to sign this Agreement, please do so by indicating your acceptance of this Agreement with your electronic signature in P&G’s electronic system. We advise you to consult with an attorney of your choosing prior to signing this Agreement. Further, you may within seven (7) calendar days following the date you sign this Agreement, cancel and terminate it by giving written notice of your intention to revoke the Agreement to your immediate manager, and by returning to P&G any remuneration or benefits that have been advanced to you in anticipation of your not revoking your agreement and to which you are not entitled. If notice of your revocation is mailed, it must be postmarked within seven (7) calendar days after you sign this Agreement.
You agree that any modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner the original up to forty-five (45) calendar day consideration period.
|
Eligibility Information for Group Program Under The Older Workers Benefits Protection Act:
|
If your separation and the offer of separation pay and benefits set forth in this Agreement is part of a program offered to a group of employees, attached to this Agreement is information regarding the class, unit, or group of individuals covered by such program, any eligibility factors, any time limits associated with the program, and a list showing, on the one hand, the ages and job titles of P&G employees in the job classifications or organizational units who were eligible or selected to participate in the program, and also showing, on the other hand, the ages and job titles of those employees in the same job classifications or organizational units who were not eligible or selected for the program. You further acknowledge that you received the information described in this section.
|
«Employee_Name»
«Actual_Offer_Date»
Page 12 of 12
|
The benefits described in this Agreement and pursuant to the summary plan description for the Procter & Gamble Basic Separation Program for U.S. Employees, are the special benefits you will receive by signing this Agreement. To the extent this Agreement describes benefits under other benefit plans and policies sponsored by P&G, these special benefits are also described in the summary plan descriptions for those plans. As such, nothing in this Agreement amends or changes the terms of any P&G-sponsored employee benefit plan or policy.
|
|
After your Last Day of Employment, you will no longer be an active P&G employee, which may affect your coverage under those plans and policies. For example, plans may require that you enroll in Medicare to be eligible for coverage. For more information on how not being an active P&G employee may affect your coverage, please refer to and review the summary plan descriptions for each plan, available at PGOne
à
Life and Career.
|
I.
|
AUTHORITY FOR REGULATIONS
|
II.
|
ADMINISTRATION
|
1.
|
Any capitalized terms used in these Regulations that are not otherwise defined herein are defined in the2014 Plan.
|
2.
|
The Chief Executive Officer (“CEO”) is authorized to submit recommendations to the Committee for Awards, except for himself.
|
3.
|
The Chief Human Resources Officer (“CHRO”) and the Chief Legal Officer and Secretary (“CLO”)are each individually authorized to execute Award Agreements consistent with the 2014 Plan, these Regulations, approved executive compensation programs (e.g., the Performance Stock Program), and/or Committee action through resolution.
|
4.
|
The CHRO is authorized to specify an appropriate time and manner for acceptance of each Award. Any Award not accepted through the specified means within the period specified by the Committee or the CHRO at the time of the grant shall be considered to be canceled.
|
5.
|
The CLO shall maintain the books and records of Awards granted by the Committee. and shall report at each meeting of the Committee at which Awards are to be considered the total number of shares available for award under the 2014 Plan. The Secretary shall inform the Treasurer and the Plan Administrator of Awards granted on a regular basis.
|
6.
|
The Treasurer is authorized to delegate to an appropriate manager reporting to the Treasurer the authority to acquire, transfer and deliver shares for the purposes of the Plans.
|
7.
|
In the absence of the CLO, an Assistant Secretary is hereby authorized to perform the duties and have the powers of the CLO outlined in these Regulations. In the absence of the Treasurer of the Company or of a subsidiary, an Assistant Treasurer of the appropriate Company is hereby authorized to perform the duties and have the powers of the Treasurer outlined in these Regulations.
|
8.
|
The Company’s Stock Plan Administration group, shall be the Plan Administrator and is authorized to develop procedures necessary to administer Awards and to engage brokers or other consultants that may be advisable for the administration of the Plan.
|
III.
|
SUSPENSION, TERMINATION, WITHHOLDING, AND REPAYMENT OF AWARDS
|
1.
|
The CHRO and the CLO are each hereby individually authorized to temporarily withhold payment of an unpaid Award or suspend on a conditional or temporary basis the outstanding Awards of any Participant if the CHRO or CLO believes that such Participant has engaged in action that violates the terms and conditions governing the Award, including but not limited to any violation of Article 6 of the 2014 Plan. If the Participant is a Principal Officer of the Company, the Chief Executive Officer (“CEO”) must concur with the decision to conditionally or temporarily suspend Awards. The CLO or the Assistant Secretary may authorize a temporary payroll hold up to fourteen days to enable the Company to investigate whether the Participant has violated the terms and conditions governing an Award.
|
2.
|
In order to permanently suspend, terminate, withhold payment, demand repayment of, or otherwise restrict or recoup an Award, within a reasonable time of any such conditional or temporary suspension, the CHRO and CLO must each concur that the Participant has engaged in action that violates the terms and conditions governing the Award. In a case involving a Principal Officer of the Company, the concurrence of the CEO is also required. If there is concurrence, the Awards shall be immediately terminated without any further action. If they do not concur, the suspension shall be lifted.
|
3.
|
All alleged violations of the terms and conditions governing an Award held by the CHRO, CLO and CEO shall be reviewed by the Committee. If the Committee determines a violation has occurred, the Committee may terminate the individual’s outstanding Awards, withhold payment of an Award, or require repayment of an Award.
|
4.
|
Actions that significantly contravene the Company’s “Statement of Purpose, Values and Principles” (“PVP”) will be considered to be actions “significantly contrary to the best interests of the Company” and a violation of Article 6.1(d) of the 2014 Plan. This standard also includes any action taken or threatened by the Participant that the Committee determines has, or is reasonably likely to have, a significant adverse impact on the reputation, goodwill, stability, operation, personnel retention and management, or business of the Company or any subsidiary.
|
IV.
|
TERMS AND CONDITIONS OF AWARDS
|
1.
|
Award Agreements will include the Grant Date, Vest Date, Expiration Date (for Stock Options and SARs), and Settlement Date (for RSUs) determined by the Committee.
|
2.
|
Impact of Termination of Employment (other than Termination for Cause) is determined by the Committee and will be included in the Award Agreement. Except for the reasons listed in Section IV 3 through 5 of these Regulations, or unless otherwise approved by the Committee, if a Participant terminates employment for any reason before the Settlement Date (for RSUs) or the Expiration Date and prior to exercising the Award (for Stock Options and SARs), the Award will be forfeited immediately upon termination of employment.
|
3.
|
Notwithstanding Section IV.2 of these Regulations, Awards become non-forfeitable upon death of a Participant.
|
4.
|
Notwithstanding Section IV.2 of these Regulations, Awards granted under the STAR program in lieu of cash are non-forfeitable.
|
5.
|
Notwithstanding Section IV.2 of these Regulations, Awards granted under the Key Manager program become non-forfeitable if the Participant terminates employment after the last business
|
V.
|
EXERCISE OR SETTLEMENT OF AWARDS
|
1.
|
Pursuant to Article 6.1 of the 2014 Plan, if upon the delivery of notice to exercise, the Participant refuses to certify intent to either remain in the employ of the Company or one of its Subsidiaries for at least one (1) year or otherwise comply with the non-compete provisions of Article 6, a Principal Officer or an employee of the Company or any of its Subsidiaries who has the title of Vice President shall be informed of the Participant’s refusal.
|
2.
|
Notice of exercise of a Stock Option or SAR shall be given prior to the expiration of the Award and shall be given in the form and manner established by the Plan Administrator.
|
3.
|
The Plan Administrator is authorized from time to time to suspend the exercise of any Stock Option or SAR, the delivery of any Shares or the settlement of any RSUs, where such suspension is deemed necessary or appropriate for corporate purposes. No such suspension shall extend the life of the Stock Option or SAR right beyond its expiration date, and in no event will there be a suspension in the five (5) calendar days immediately preceding the expiration date.
|
4.
|
The Treasurer or CHRO with Treasurer concurrence, is hereby authorized to establish such terms and conditions regarding exercise or delivery of any Award as is required or advisable to accommodate for differences in local law, tax policy or custom, including but not limited to, requiring that Participants: (i) hold shares acquired upon exercise of any stock option for a specified period of time; (ii) hold shares acquired upon exercise of any stock option outside of the Participant’s jurisdiction of residence; or (iii) immediately repatriate proceeds from the sale of shares or dividends on shares to their local jurisdiction.
|
5.
|
In the event that the New York Stock Exchange is closed for business on the day upon which shares of the Company's Common Stock are to be valued, the Plan Administrator shall value such shares on the immediately following business day of such Exchange on which day such stock is traded.
|
6.
|
Awards may be surrendered for cancellation before exercise or settlement in the manner prescribed by the Plan Administrator. Acceptance of such surrender for cancellation before exercise or settlement shall not constitute waiver of the Participant’s obligations under Article 6 of the 2014 Plan.
|
VI.
|
AWARDS GRANTED TO PARTICIPANTS LOCATED OUTSIDE THE UNITED STATES
|
1.
|
Where local law would prohibit enforcement of provisions 6.1, 6.2 or 6.3 of the Plan, the Committee authorizes the CHRO to waive any or all of those provisions in the Award Agreement.
|
2.
|
Provided Participants located in Belgium pay tax on a Key Manager Stock Option Award at grant, the CHRO is authorized to treat up to thirty-four percent (34%) of Award as non-forfeitable on the Grant Date.
|
3.
|
The CHRO may adjust Award Agreements issued to Participants located in the UK to shift the employer tax obligations to Participants, if appropriate.
|
4.
|
The CHRO may adjust other Award Agreements as necessary to comply with the terms set out in foreign sub-plans adopted by the Committee.
|
VIII.
|
MISCELLANEOUS
|
1.
|
Determination by the Committee as to the interpretation of the terms and provisions of the2014 Plan shall be conclusive on all interested parties.
|
2.
|
In case of a triggering event under Article 4 of the 2014 Plan the appropriate number of such new or additional or different shares or securities will be issued by the Treasurer with the applicable restrictive legend to recipients holding restricted shares, in accordance with each Award Agreement.
|
3.
|
These Regulations may be amended at any time by action of the Committee.
|
(a)
|
a body corporate that is a related body corporate of the Company;
|
(b)
|
a body corporate that has voting power in the Company of not less than 20%; or
|
(c)
|
a body corporate in which the Company has voting power of not less than 20%;
|
4.
|
Eligible Participants
|
(a)
|
the number of shares of Common Stock in the same class which would be issued were each outstanding offer of shares of Common Stock or Option to acquire unissued shares of Common Stock under the Plan or any other employee share scheme of the Company, accepted or exercised (as the case may be); and
|
(b)
|
the number of shares of Common Stock in the same class issued during the previous five years pursuant to the Plan or any other employee share scheme extended only to full or part-time employees or directors of the Company or of any Associated Body Corporate of the Company;
|
(g)
|
an offer made under a disclosure document or a Product Disclosure Statement,
|
a.
|
with respect to Purchase Options over Common Stock, the higher of either 80% of the average opening price of such Common Stock during the 20 days of quotation immediately preceding the Effective Grant Date or 80% of the average purchase price paid for such Common Stock by the Company;
|
b.
|
with respect to Subscription Options over the Common Stock, 80% of the average opening price of such Common Stock during the 20 days of quotation immediately preceding the Effective Grant Date; and
|
c.
|
the minimum Option Price permitted under the U.S. Plan.
|
3.
|
Payment of the Option Price
|
Acquiring Company
|
a company which obtains Control of the Company in the circumstances referred to in rule 26;
|
Associated Company
|
the meaning given to that expression by paragraph 35(1) of Schedule 4;
|
Close Company
|
the meaning given to that expression by section 989 of the Income Tax Act 2007, and paragraph 9(4) of Schedule 4;
|
Committee
|
the Compensation & Leadership Development Committee of the Board or such other committee as may be designated by the Board to administer the Plan;
|
Consortium
|
the meaning given to that word by paragraph 36(2) of Schedule 4;
|
Constituent Company
|
means the Company or a company which is:
(a)
a Subsidiary or
(b)
a Jointly Owned Company where neither it nor any company Controlled by it is a constituent company under the provisions of paragraph 34(4) of Schedule 4 in any other CSOP scheme as that term is defined in paragraph 2 of Schedule 4;
|
Control
|
the meaning given to that word by section 719 of ITEPA 2003 and “Controlled” shall be construed accordingly;
|
Date of Grant
|
the date on which an Option is granted to an Eligible Employee in accordance with the Articles of the Plan;
|
Eligible Employee
|
an individual who falls within the provisions of Article 5 of the Plan and who is:
(a)
an employee (other than a director) of a Constituent Company; or
(b)
a director of a Constituent Company who is contracted to work at least 25 hours per week for the Company and its subsidiaries or any of them (exclusive of meal breaks)
and who, in either case,:
(i)
is not eligible solely by reason that he is a non-executive director of a Constituent Company;
(ii)
has earnings in respect of his office or employment which are (or would be if there were any) general earnings to which sections 15, 22 or 26 of ITEPA 2003 applies; and
(iii)
does not have at the Date of Grant, and has not had during the preceding twelve months, a Material Interest in a Close Company which is the Company or a company which has Control of the Company or a member of a Consortium which owns the Company;
|
|
|
ITEPA 2003
|
means the Income Tax (Earnings and
Pensions) Act 2003;
|
Market Value
|
notwithstanding Article 7.2 of the Plan,
(a) in the case of an Option granted under the Sub-Plan:
(i) if at the relevant time the Shares are listed on the New York Stock Exchange, the average of the highest and lowest sale prices of a Share on the Date of Grant (as quoted in the
Wall Street Journal
) or, if there were no trades on that day, on the dealing day immediately preceding the Date of Grant;
(ii) if paragraph (i) above does not apply, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with HM Revenue & Customs Shares and Assets Valuation on the Date of Grant or such earlier date or dates (not being more than thirty days before the Date of Grant) as may be agreed with HM Revenue & Customs;
provided that the Market Value of Shares subject to a Relevant Restriction shall be determined as if they were not subject to a Relevant Restriction;
(b) in the case of an option granted under any other share option scheme, the market value of a Share shall be determined under the rules of such scheme for the purpose of the grant of the option;
|
Material Interest
|
the meaning given to that expression by paragraphs 9 to 14 of Schedule 4;
|
New Option
|
an option granted by way of exchange under rule 26.1;
|
New Shares
|
the shares subject to a New Option as set out in rule 26;
|
Option
|
a right to acquire Shares granted under the Sub-Plan;
|
Option Holder
|
an individual who holds an Option or, where the context permits, his legal personal representatives;
|
Relevant Restriction
|
any provision in any contract, agreement, arrangement or condition to which any of sub-sections (2) to (4) of section 423 of ITEPA 2003 would apply if references in those sub-sections to employment-related securities were references to the Shares;
|
Schedule 4
|
means Schedule 4 to ITEPA 2003;
|
Schedule 4 CSOP
|
a share plan that meets the requirements of Schedule 4;
|
Shares
|
common stock of the Company as defined in Article 2.43 of the Plan; and
|
Subsidiary
|
means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006 over which the Company has Control.
|
•
|
words and expressions not defined above have the same meanings as are given to them in the Plan;
|
•
|
the contents and rule headings are inserted for ease of reference only and do not affect their interpretation;
|
•
|
a reference to a rule is a reference to a rule in this Sub-Plan; and
|
•
|
a reference to a statutory provision is a reference to a United Kingdom statutory provision and includes any statutory modification, amendment or re-enactment thereof.
|
•
|
that it is issued in respect of an Option;
|
•
|
the date of grant of the Option;
|
•
|
the number of Shares subject to the Option (or how that number may be calculated);
|
•
|
the exercise price under the Option (or the method by which the exercise price will be determined);
|
•
|
any performance target or other condition imposed on the exercise of the Option;
|
•
|
the times at which the Option will ordinarily be exercisable;
|
•
|
the circumstances in which the Option will lapse;
|
•
|
details of any Relevant Restriction to which the Shares are subject; and
|
•
|
any conditions imposed by the Committee under Articles 3.2 or 16 in relation to the Option.
|
19
|
Performance target or other condition imposed on exercise of Option
|
19.1
|
objective;
|
19.2
|
capable of being fulfilled within the period of ten years from the Date of Grant;
|
19.3
|
such that, once satisfied, the exercise of the Option is not subject to the discretion of any person; and
|
19.4
|
stated in the Option agreement.
|
19.5
|
be reasonable in the circumstances; and
|
19.6
|
except in the case of waiver produces a fairer measure of performance and is not materially more or less difficult to satisfy.
|
23.1
|
the listing of the Shares on any stock exchange on which Shares are then listed; or
|
23.2
|
such registration or other qualification of the Shares under any applicable law, rule or regulation as the Company determines is necessary or desirable.
|
26.1
|
Exchange of Options
|
26.1.1
|
a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company;
|
26.1.2
|
a general offer to acquire all the shares in the Company of the same class as the Shares:
|
26.1.3
|
a compromise or arrangement sanction by the court under section 899 of the Companies Act 2006; or
|
26.1.4
|
a “non-UK company reorganisation arrangement” (within the meaning of paragraph 35ZA of Schedule 4); or
|
26.2
|
Period allowed for exchange of Options
|
26.3
|
Meaning of “equivalent”
|
26.3.1
|
the New Shares satisfy the conditions in paragraphs 16 to 20 of Schedule 4; and
|
26.3.2
|
save for any performance target or other condition imposed on the exercise of the Option, the New Option is exercisable in the same manner as the Option and subject to the provisions of the Sub-Plan as it had effect immediately before the release of the Option; and
|
26.3.3
|
the total market value, immediately before the release of the Option, of the Shares which were subject to the Option is substantially the same as the total market value, immediately after the grant of the New Option, of the New Shares subject to the New Option (market value being determined using a methodology agreed by HM Revenue & Customs);
|
26.3.4
|
the total amount payable by the Option Holder for the acquisition of the New Shares under the New Option is substantially the same as the total amount that would have been payable by the Option Holder for the acquisition of the Shares under the Option.
|
26.4
|
Date of grant of New Option
|
26.5
|
Application of Sub-Plan to New Option
|
29
|
Adjustment of Options
|
31
|
Transfer of Employer’s NIC
|
•
|
incentive stock options qualifying under section 422 of the US Internal Revenue Code of 1986, as amended;
|
•
|
stock appreciation rights;
|
•
|
unrestricted or restricted stock awards;
|
•
|
performance awards which are not stock options;
|
•
|
the cash cancellation of share options including those contained in Article 17.3(a)(i) of the Plan; and
|
•
|
the granting of share options in tandem with stock appreciation rights and the subsequent cancellation of share options
|
|
Years Ended June 30
|
|
Nine Months Ended March 31
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2015
|
|
2014
|
||||||||||||||
Amounts in millions, except ratio amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
EARNINGS, AS DEFINED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings from operations before income taxes after eliminating undistributed earnings of equity method investees
|
$
|
14,320
|
|
|
$
|
14,270
|
|
|
$
|
12,111
|
|
|
$
|
14,305
|
|
|
$
|
13,948
|
|
|
$
|
10,563
|
|
|
$
|
11,180
|
|
Fixed charges (excluding capitalized interest)
|
928
|
|
|
899
|
|
|
1,000
|
|
|
1,052
|
|
|
1,167
|
|
|
646
|
|
|
693
|
|
|||||||
TOTAL EARNINGS, AS DEFINED
|
$
|
15,248
|
|
|
$
|
15,169
|
|
|
$
|
13,111
|
|
|
$
|
15,357
|
|
|
$
|
15,115
|
|
|
$
|
11,209
|
|
|
$
|
11,873
|
|
FIXED CHARGES, AS DEFINED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense (including capitalized interest)
|
$
|
789
|
|
|
$
|
754
|
|
|
$
|
844
|
|
|
$
|
888
|
|
|
$
|
1,014
|
|
|
$
|
531
|
|
|
$
|
591
|
|
1/3 of rental expense
|
174
|
|
|
171
|
|
|
176
|
|
|
170
|
|
|
176
|
|
|
129
|
|
|
129
|
|
|||||||
TOTAL FIXED CHARGES, AS DEFINED
|
$
|
963
|
|
|
$
|
925
|
|
|
$
|
1,020
|
|
|
$
|
1,058
|
|
|
$
|
1,190
|
|
|
$
|
660
|
|
|
$
|
720
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
15.8x
|
|
|
16.4x
|
|
|
12.9x
|
|
|
14.5x
|
|
|
12.7x
|
|
|
17.0x
|
|
|
16.5x
|
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of The Procter & Gamble Company;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ A.G. LAFLEY
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(A.G. Lafley)
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Chairman of the Board, President and
Chief Executive Officer
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April 23, 2015
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Date
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(1)
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I have reviewed this quarterly report on Form 10-Q of The Procter & Gamble Company;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ JON R. MOELLER
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(Jon R. Moeller)
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Chief Financial Officer
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April 23, 2015
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Date
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(1)
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The Quarterly Report on Form 10-Q of the Company for the quarterly period ended
March 31, 2015
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in that Form 10-Q fairly presents, in all material respects, the financial conditions and results of operations of the Company.
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/s/ A.G. LAFLEY
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(A.G. Lafley)
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Chairman of the Board, President and
Chief Executive Officer
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April 23, 2015
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Date
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(1)
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The Quarterly Report on Form 10-Q of the Company for the quarterly period ended
March 31, 2015
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in that Form 10-Q fairly presents, in all material respects, the financial conditions and results of operations of the Company.
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/s/ JON R. MOELLER
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(Jon R. Moeller)
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Chief Financial Officer
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April 23, 2015
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Date
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