UNITED STATES SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
Form 10-K
|
THE PROCTER & GAMBLE COMPANY
|
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
|
Telephone (513) 983-1100
|
IRS Employer Identification No. 31-0411980
|
State of Incorporation: Ohio
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, without Par Value
|
|
New York Stock Exchange, NYSE Euronext-Paris
|
(1)
|
North America includes results for the United States, Canada and Puerto Rico only.
|
(2)
|
IMEA includes India, Middle East and Africa.
|
•
|
ordering and managing materials from suppliers;
|
•
|
converting materials to finished products;
|
•
|
shipping products to customers;
|
•
|
marketing and selling products to consumers;
|
•
|
collecting, transmitting, transferring and storing customer, consumer, employee, vendor, investor and other stakeholder information and personal data;
|
•
|
summarizing and reporting results of operations;
|
•
|
hosting, processing and sharing, as appropriate, confidential and proprietary research, business plans and financial information;
|
•
|
complying with regulatory, legal and tax requirements;
|
•
|
providing data security; and
|
•
|
handling other processes necessary to manage our business.
|
Name
|
|
Position
|
|
Age
|
|
First Elected to
Officer Position
|
A. G. Lafley
|
|
Chairman of the Board, President and
Chief Executive Officer
|
|
68
|
|
2013
|
|
|
Director since May 23, 2013
|
|
|
|
|
|
|
|
|
|
|
|
Jon R. Moeller
|
|
Chief Financial Officer
|
|
51
|
|
2009
|
|
|
|
|
|
|
|
Giovanni Ciserani
|
|
Group President - Global Fabric and Home Care
|
|
53
|
|
2013
|
|
|
|
|
|
|
|
Martin Riant
|
|
Group President - Global Baby, Feminine and Family Care
|
|
56
|
|
2013
|
|
|
|
|
|
|
|
Carolyn M. Tastad
|
|
Group President - North America Selling and Market Operations
|
|
54
|
|
2014
|
|
|
|
|
|
|
|
David S. Taylor
|
|
Group President - Global Beauty, Grooming and Health Care; Director
|
|
57
|
|
2013
|
|
|
|
|
|
|
|
Mark F. Biegger
|
|
Chief Human Resources Officer
|
|
53
|
|
2012
|
|
|
|
|
|
|
|
Linda Clement-Holmes
|
|
Chief Information Officer
|
|
53
|
|
2014
|
|
|
|
|
|
|
|
Gary A. Coombe
|
|
President - Europe Selling and Market Operations
|
|
51
|
|
2014
|
|
|
|
|
|
|
|
Tarek N. Farahat
|
|
President - Latin America Selling and Market Operations
|
|
51
|
|
2014
|
|
|
|
|
|
|
|
Kathleen B. Fish
|
|
Chief Technology Officer
|
|
58
|
|
2014
|
|
|
|
|
|
|
|
Hatsunori Kiriyama
|
|
President - Asia Pacific Selling and Market Operations
|
|
52
|
|
2014
|
|
|
|
|
|
|
|
Deborah P. Majoras
|
|
Chief Legal Officer and Secretary
|
|
51
|
|
2010
|
|
|
|
|
|
|
|
Julio N. Nemeth
|
|
President - Global Business Services
|
|
54
|
|
2015
|
|
|
|
|
|
|
|
Matthew Price
|
|
President - Greater China Selling and Market Operations
|
|
49
|
|
2015
|
|
|
|
|
|
|
|
Marc S. Pritchard
|
|
Chief Brand Officer
|
|
55
|
|
2008
|
|
|
|
|
|
|
|
Mohamed Samir
|
|
President - India, Middle East and Africa (IMEA) Selling and Market Operations
|
|
48
|
|
2014
|
|
|
|
|
|
|
|
Jeffrey K. Schomburger
|
|
Global Sales Officer
|
|
53
|
|
2015
|
|
|
|
|
|
|
|
Valarie L. Sheppard
|
|
Senior Vice President, Comptroller and Treasurer
|
|
51
|
|
2005
|
|
|
|
|
|
|
|
Yannis Skoufalos
|
|
Global Product Supply Officer
|
|
58
|
|
2011
|
|
|
|
|
|
|
|
Period
|
|
Total Number of
Shares Purchased
(1
)
|
|
Average Price
Paid per Share
(2)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(3)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under Our Share Repurchase Program
|
4/1/2015 - 4/30/2015
|
|
—
|
|
—
|
|
—
|
|
(3)
|
5/1/2015 - 5/31/2015
|
|
—
|
|
—
|
|
—
|
|
(3)
|
6/1/2015 - 6/30/2015
|
|
4,420,851
|
|
$79.17
|
|
4,420,851
|
|
(3)
|
Total
|
|
4,420,851
|
|
$79.17
|
|
4,420,851
|
|
(3)
|
(1)
|
The total number of shares purchased for the three months ended
June 30, 2015
was 4,420,851. All transactions were made in the open market with large financial institutions. This table excludes shares withheld from employees to satisfy minimum tax withholding requirements on option exercises and other equity-based transactions. The Company administers cashless exercises through an independent third party and does not repurchase stock in connection with cashless exercises.
|
(2)
|
Average price paid per share is calculated on a settlement basis and excludes commission.
|
(3)
|
On April 23, 2015, the Company stated that fiscal year
2015
share repurchases to reduce Company shares outstanding were estimated to be approximately $5 billion, notwithstanding any purchases under the Company's compensation and benefit plans. The share repurchases were authorized pursuant to a resolution issued by the Company's Board of Directors and were financed through a combination of operating cash flows and issuance of long-term and short-term debt. The total value of the shares purchased under the share repurchase plan was $4.6 billion. The share repurchase plan ended on
June 30, 2015
.
|
(in dollars; split-adjusted)
|
1956
|
1966
|
1976
|
1986
|
1996
|
2006
|
2015
|
|||||||
Dividends per share
|
$
|
0.01
|
$
|
0.03
|
$
|
0.06
|
$
|
0.16
|
$
|
0.40
|
$
|
1.15
|
$
|
2.59
|
Quarter Ended
|
2014 - 2015
|
|
2013 - 2014
|
||||
September 30
|
$
|
0.6436
|
|
|
$
|
0.6015
|
|
December 31
|
0.6436
|
|
|
0.6015
|
|
||
March 31
|
0.6436
|
|
|
0.6015
|
|
||
June 30
|
0.6629
|
|
|
0.6436
|
|
Quarter Ended
|
2014 - 2015
|
|
2013 - 2014
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
September 30
|
$
|
85.40
|
|
|
$
|
77.29
|
|
|
$
|
82.40
|
|
|
$
|
73.61
|
|
December 31
|
93.89
|
|
|
81.57
|
|
|
85.82
|
|
|
75.20
|
|
||||
March 31
|
91.78
|
|
|
80.82
|
|
|
81.70
|
|
|
75.26
|
|
||||
June 30
|
84.20
|
|
|
77.10
|
|
|
82.98
|
|
|
78.43
|
|
|
Cumulative Value of $100 Investment, through June 30
|
|||||||||||||||||
Company Name/Index
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||
P&G
|
$
|
100
|
|
$
|
109
|
|
$
|
109
|
|
$
|
141
|
|
$
|
149
|
|
$
|
153
|
|
S&P 500 Index
|
100
|
|
131
|
|
138
|
|
166
|
|
207
|
|
222
|
|
||||||
S&P 500 Consumer Staples Index
|
100
|
|
127
|
|
145
|
|
171
|
|
197
|
|
215
|
|
Amounts in millions, except per share amounts
|
2015
(2)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Net sales
|
$
|
76,279
|
|
|
$
|
80,510
|
|
|
$
|
80,116
|
|
|
$
|
79,545
|
|
|
$
|
76,982
|
|
|
$
|
73,435
|
|
Gross profit
|
37,403
|
|
|
39,500
|
|
|
40,125
|
|
|
39,628
|
|
|
39,594
|
|
|
38,717
|
|
||||||
Operating income
|
11,790
|
|
|
14,740
|
|
|
13,817
|
|
|
12,611
|
|
|
14,779
|
|
|
14,801
|
|
||||||
Net earnings from continuing operations
|
8,930
|
|
|
11,318
|
|
|
10,953
|
|
|
8,874
|
|
|
11,197
|
|
|
10,201
|
|
||||||
Net earnings from discontinued operations
|
(1,786
|
)
|
|
467
|
|
|
449
|
|
|
2,030
|
|
|
730
|
|
|
2,645
|
|
||||||
Net earnings attributable to Procter & Gamble
|
7,036
|
|
|
11,643
|
|
|
11,312
|
|
|
10,756
|
|
|
11,797
|
|
|
12,736
|
|
||||||
Net earnings margin from continuing operations
|
11.7
|
%
|
|
14.1
|
%
|
|
13.7
|
%
|
|
11.2
|
%
|
|
14.5
|
%
|
|
13.9
|
%
|
||||||
Basic net earnings per common share:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
|
$
|
3.16
|
|
|
$
|
4.03
|
|
|
$
|
3.87
|
|
|
$
|
3.08
|
|
|
$
|
3.87
|
|
|
$
|
3.41
|
|
Earnings from discontinued operations
|
(0.66
|
)
|
|
0.16
|
|
|
0.17
|
|
|
0.74
|
|
|
0.25
|
|
|
0.91
|
|
||||||
Basic net earnings per common share
|
$
|
2.50
|
|
|
$
|
4.19
|
|
|
$
|
4.04
|
|
|
$
|
3.82
|
|
|
$
|
4.12
|
|
|
$
|
4.32
|
|
Diluted net earnings per common share:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
|
$
|
3.06
|
|
|
$
|
3.86
|
|
|
$
|
3.71
|
|
|
$
|
2.97
|
|
|
$
|
3.69
|
|
|
$
|
3.26
|
|
Earnings from discontinued operations
|
(0.62
|
)
|
|
0.15
|
|
|
0.15
|
|
|
0.69
|
|
|
0.24
|
|
|
0.85
|
|
||||||
Diluted net earnings per common share
|
$
|
2.44
|
|
|
$
|
4.01
|
|
|
$
|
3.86
|
|
|
$
|
3.66
|
|
|
$
|
3.93
|
|
|
$
|
4.11
|
|
Dividends per common share
|
$
|
2.59
|
|
|
$
|
2.45
|
|
|
$
|
2.29
|
|
|
$
|
2.14
|
|
|
$
|
1.97
|
|
|
$
|
1.80
|
|
Research and development expense
|
$
|
2,047
|
|
|
$
|
1,984
|
|
|
$
|
1,940
|
|
|
$
|
1,947
|
|
|
$
|
1,897
|
|
|
$
|
1,851
|
|
Advertising expense
|
8,290
|
|
|
8,979
|
|
|
9,364
|
|
|
8,981
|
|
|
8,868
|
|
|
8,162
|
|
||||||
Total assets
|
129,495
|
|
|
144,266
|
|
|
139,263
|
|
|
132,244
|
|
|
138,354
|
|
|
128,172
|
|
||||||
Capital expenditures
|
3,736
|
|
|
3,848
|
|
|
4,008
|
|
|
3,964
|
|
|
3,306
|
|
|
3,067
|
|
||||||
Long-term debt
|
18,329
|
|
|
19,811
|
|
|
19,111
|
|
|
21,080
|
|
|
22,033
|
|
|
21,360
|
|
||||||
Shareholders' equity
|
$
|
63,050
|
|
|
$
|
69,976
|
|
|
$
|
68,709
|
|
|
$
|
64,035
|
|
|
$
|
68,001
|
|
|
$
|
61,439
|
|
(1)
|
Basic net earnings per common share and diluted net earnings per common share are calculated based on net earnings attributable to Procter & Gamble.
|
(2)
|
Our 2015 net sales were negatively impacted by approximately $4.8 billion of unfavorable foreign exchange fluctuation compared to 2014. Net earnings attributable to Procter & Gamble in 2015 were negatively impacted by approximately $1.4 billion due to foreign exchange, $2.1 billion of non-cash impairment charges related to the Batteries business reported in discontinued operations and a $2.1 billion Venezuelan deconsolidation charge. These impacts are discussed more fully later in Item 7 "Summary of 2015 Results" and "Results of Operations" of the MD&A.
|
•
|
Overview
|
•
|
Summary of
2015
Results
|
•
|
Economic Conditions and Uncertainties
|
•
|
Results of Operations
|
•
|
Segment Results
|
•
|
Cash Flow, Financial Condition and Liquidity
|
•
|
Significant Accounting Policies and Estimates
|
•
|
Other Information
|
Reportable Segment
|
% of
Net Sales*
|
% of Net
Earnings*
|
GBUs (Categories)
|
Billion Dollar Brands
|
Beauty, Hair and Personal Care
|
24%
|
23%
|
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
|
10%
|
16%
|
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
|
10%
|
11%
|
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
|
29%
|
24%
|
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
|
27%
|
26%
|
Baby Care (Baby Wipes, Diapers and Pants); Feminine Care (Adult Incontinence, Feminine Care); Family Care (Paper Towels, Tissues, Toilet Paper)
|
Always, Bounty, Charmin, Pampers
|
*
|
Percent of net sales and net earnings from continuing operations for the year ended
June 30, 2015
(excluding results held in Corporate).
|
•
|
Organic sales growth above market growth rates in the categories and geographies in which we compete;
|
•
|
Core EPS growth of high single digits; and
|
•
|
Adjusted free cash flow productivity of 90% or greater.
|
Amounts in millions, except per share amounts
|
2015
|
|
Change vs. Prior Year
|
|
2014
|
|
Change vs. Prior Year
|
|
2013
|
||||||||
Net sales
|
$
|
76,279
|
|
|
(5
|
)%
|
|
$
|
80,510
|
|
|
—
|
%
|
|
$
|
80,116
|
|
Operating income
|
11,790
|
|
|
(20
|
)%
|
|
14,740
|
|
|
7
|
%
|
|
13,817
|
|
|||
Net earnings from continuing operations
|
8,930
|
|
|
(21
|
)%
|
|
11,318
|
|
|
3
|
%
|
|
10,953
|
|
|||
Net earnings/(loss) from discontinued operations
|
(1,786
|
)
|
|
(482
|
)%
|
|
467
|
|
|
4
|
%
|
|
449
|
|
|||
Net earnings attributable to Procter & Gamble
|
7,036
|
|
|
(40
|
)%
|
|
11,643
|
|
|
3
|
%
|
|
11,312
|
|
|||
Diluted net earnings per common share
|
2.44
|
|
|
(39
|
)%
|
|
4.01
|
|
|
4
|
%
|
|
3.86
|
|
|||
Diluted net earnings per share from continuing operations
|
3.06
|
|
|
(21
|
)%
|
|
3.86
|
|
|
4
|
%
|
|
3.71
|
|
|||
Core earnings per common share
|
4.02
|
|
|
(2
|
)%
|
|
4.09
|
|
|
5
|
%
|
|
3.89
|
|
•
|
Net sales decreased 5% to $76.3 billion including a negative 6% impact from foreign exchange.
|
◦
|
Organic sales increased 1%.
|
◦
|
Unit volume decreased 1%. Volume grew low single digits in Fabric Care and Home Care. Volume decreased low single digits in Baby, Feminine and Family Care, Grooming and Health Care, and declined mid-single digits in Beauty, Hair and Personal Care.
|
•
|
Net earnings from continuing operations decreased $2.4 billion or 21% due to a $2.1 billion after tax charge related to the deconsolidation of our Venezuelan subsidiaries and the decline in net sales, partially offset by reduced selling, general and administrative expenses (SG&A). Foreign exchange impacts negatively affected net earnings by approximately 12%.
|
•
|
Net earnings from discontinued operations decreased $2.3 billion due primarily to impairment charges in our Batteries business, which is included in discontinued operations due to the pending divestiture.
|
•
|
Net earnings attributable to Procter & Gamble were $7.0 billion, a decrease of $4.6 billion or 40% versus the prior year period due primarily to the Venezuelan deconsolidation charge and impairment charges in our Batteries business.
|
•
|
Diluted net earnings per share decreased 39% to $2.44
|
◦
|
Diluted net earnings per share from continuing operations decreased 21% to $3.06.
|
◦
|
Core EPS decreased 2% to $4.02.
|
•
|
Cash flow from operating activities was $14.6 billion.
|
◦
|
Adjusted free cash flow was $11.6 billion.
|
◦
|
Adjusted free cash flow productivity was 102%.
|
Comparisons as a percentage of net sales; Years ended June 30
|
2015
|
|
Basis Point Change
|
|
2014
|
|
Basis Point Change
|
|
2013
|
|||||
Gross margin
|
49.0
|
%
|
|
(10
|
)
|
|
49.1
|
%
|
|
(100
|
)
|
|
50.1
|
%
|
Selling, general and administrative expense
|
30.9
|
%
|
|
10
|
|
|
30.8
|
%
|
|
(170
|
)
|
|
32.5
|
%
|
Operating margin
|
15.5
|
%
|
|
(280
|
)
|
|
18.3
|
%
|
|
110
|
|
|
17.2
|
%
|
Earnings from continuing operations before income taxes
|
15.5
|
%
|
|
(230
|
)
|
|
17.8
|
%
|
|
10
|
|
|
17.7
|
%
|
Net earnings from continuing operations
|
11.7
|
%
|
|
(240
|
)
|
|
14.1
|
%
|
|
40
|
|
|
13.7
|
%
|
Net earnings attributable to Procter & Gamble
|
9.2
|
%
|
|
(530
|
)
|
|
14.5
|
%
|
|
40
|
|
|
14.1
|
%
|
|
Net Sales Change Drivers (2015 vs. 2014)
|
|||||||||||||||||||
|
Volume with Acquisitions & Divestitures
|
|
Volume Excluding Acquisitions & Divestitures
|
|
Foreign Exchange
|
|
Price
|
|
Mix
|
|
Other
|
|
Net Sales Growth
|
|||||||
Beauty, Hair and Personal Care
|
(4
|
)%
|
|
(3
|
)%
|
|
(5
|
)%
|
|
2
|
%
|
|
0
|
%
|
|
0
|
%
|
|
(7
|
)%
|
Grooming
|
(3
|
)%
|
|
(3
|
)%
|
|
(8
|
)%
|
|
4
|
%
|
|
0
|
%
|
|
0
|
%
|
|
(7
|
)%
|
Health Care
|
(1
|
)%
|
|
(1
|
)%
|
|
(5
|
)%
|
|
2
|
%
|
|
3
|
%
|
|
0
|
%
|
|
(1
|
)%
|
Fabric Care and Home Care
|
1
|
%
|
|
1
|
%
|
|
(6
|
)%
|
|
1
|
%
|
|
0
|
%
|
|
(1
|
)%
|
|
(5
|
)%
|
Baby, Feminine and Family Care
|
(1
|
)%
|
|
(1
|
)%
|
|
(6
|
)%
|
|
2
|
%
|
|
2
|
%
|
|
0
|
%
|
|
(3
|
)%
|
TOTAL COMPANY
|
(1
|
)%
|
|
(1
|
)%
|
|
(6
|
)%
|
|
2
|
%
|
|
0
|
%
|
|
0
|
%
|
|
(5
|
)%
|
|
Net Sales Change Drivers (2014 vs. 2013)
|
|||||||||||||||||||
|
Volume with Acquisitions & Divestitures
|
|
Volume Excluding Acquisitions & Divestitures
|
|
Foreign Exchange
|
|
Price
|
|
Mix
|
|
Other
|
|
Net Sales Growth
|
|||||||
Beauty, Hair and Personal Care
|
0
|
%
|
|
0
|
%
|
|
(2
|
)%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
(2
|
)%
|
Grooming
|
1
|
%
|
|
1
|
%
|
|
(3
|
)%
|
|
4
|
%
|
|
(2
|
)%
|
|
0
|
%
|
|
0
|
%
|
Health Care
|
2
|
%
|
|
2
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
(1
|
)%
|
|
0
|
%
|
|
1
|
%
|
Fabric Care and Home Care
|
4
|
%
|
|
5
|
%
|
|
(3
|
)%
|
|
(1
|
)%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Baby, Feminine and Family Care
|
4
|
%
|
|
3
|
%
|
|
(3
|
)%
|
|
1
|
%
|
|
0
|
%
|
|
0
|
%
|
|
2
|
%
|
TOTAL COMPANY
|
3
|
%
|
|
3
|
%
|
|
(3
|
)%
|
|
1
|
%
|
|
(1
|
)%
|
|
0
|
%
|
|
0
|
%
|
($ millions)
|
2015
|
|
Change vs. 2014
|
|
2014
|
|
Change vs. 2013
|
Volume
|
N/A
|
|
(4)%
|
|
N/A
|
|
—%
|
Net sales
|
$18,135
|
|
(7)%
|
|
$19,507
|
|
(2)%
|
Net earnings
|
$2,584
|
|
(6)%
|
|
$2,739
|
|
11%
|
% of net sales
|
14.2%
|
|
20 bps
|
|
14.0%
|
|
160 bps
|
•
|
Volume in Hair Care and Color decreased low single digits in both developed and developing markets following minor divestitures and competitive activity. Global market share of the hair care category was down more than half a point.
|
•
|
Volume in Skin and Personal Care was down mid-single digits, driven by a high single-digits decline in developing markets, primarily due to decreases in skin care and personal cleansing due to ongoing competitive activity. Volume was unchanged in developed markets. Global market share of the skin and personal care category was down half a point.
|
•
|
Volume in Cosmetics was unchanged as a mid-single-digit increase in developing markets primarily due to market growth and product innovation was offset by a low single-digit decrease in developed markets due to competitive activity. Global market share of the cosmetics category was down slightly.
|
•
|
Volume in Salon Professional decreased low single digits due to a low single-digit decrease in developed markets primarily due to market declines. Volume in developing markets was unchanged.
|
•
|
Volume in Prestige decreased double digits due to competitive activity and reduced levels of initiative activity.
|
•
|
Volume in Hair Care and Color was flat with a decrease in developed regions offset by an increase in developing regions. Global market share of the hair care category decreased nearly half a point.
|
•
|
Volume in Skin and Personal Care increased low single digits due to product and commercial innovation and market growth for personal cleansing and deodorants, partially offset by a decrease in facial skin care due to competitive activity. Global market share of the skin and personal care category decreased nearly half a point.
|
•
|
Volume in Cosmetics increased low single digits in both developed and developing markets due to market growth and product innovation. Global market share of the cosmetics category decreased slightly.
|
•
|
Volume in Salon Professional decreased mid-single digits due to competitive activity and European market contraction.
|
•
|
Volume in Prestige decreased low single digits due to minor brand divestitures.
|
($ millions)
|
2015
|
|
Change vs. 2014
|
|
2014
|
|
Change vs. 2013
|
Volume
|
N/A
|
|
(3)%
|
|
N/A
|
|
1%
|
Net sales
|
$7,441
|
|
(7)%
|
|
$8,009
|
|
—%
|
Net earnings
|
$1,787
|
|
(9)%
|
|
$1,954
|
|
6%
|
% of net sales
|
24.0%
|
|
(40) bps
|
|
24.4%
|
|
150 bps
|
•
|
Shave Care volume decreased low single digits due to a mid-single-digit decline in developed regions from lower trade inventory levels and a low single digit-decrease in developing regions following increased pricing. Global market share of the blades and razors category was up slightly.
|
•
|
Volume in Electronic Hair Removal increased mid-single digits due to mid-single-digit growth in developed markets and low single-digit growth in developing markets behind
|
•
|
Shave Care volume increased low single digits due to a mid-single-digit growth in developing regions from innovation and market growth, partially offset by a low single-digit decrease in developed regions due to market contraction. Global market share of the blades and razors category was up slightly.
|
•
|
Volume in Appliances decreased low single digits due to the sale of the Braun household appliances business. Organic volume increased mid-single digits driven by developing markets due to market growth, product innovation on men's shavers and shipments to build inventory to support initiatives and new distributors. Global market share of the appliances category was down less than half a point.
|
($ millions)
|
2015
|
|
Change vs. 2014
|
|
2014
|
|
Change vs. 2013
|
Volume
|
N/A
|
|
(1)%
|
|
N/A
|
|
2%
|
Net sales
|
$7,713
|
|
(1)%
|
|
$7,798
|
|
1%
|
Net earnings
|
$1,167
|
|
8%
|
|
$1,083
|
|
(1)%
|
% of net sales
|
15.1%
|
|
120 bps
|
|
13.9%
|
|
(30) bps
|
•
|
Oral Care volume decreased low single digits as a mid-single-digit decline in developing regions due to competitive activity and following increased pricing was partially offset by a low single-digit increase in developed regions from product innovation. Global market share of the oral care category was flat.
|
•
|
Volume in Personal Health Care decreased low single digits due to a low single-digit decrease in developed regions from competitive activity. Volume in developing markets was unchanged. Global market share of the personal health care category was down about a point.
|
•
|
Oral Care volume increased low single digits due to a mid-single-digit increase in developing regions behind geographic market expansion and market growth and a low single-digit increase in developed regions from innovation. Global market share of the oral care category increased less than half a point.
|
•
|
Volume in Personal Health Care decreased low single digits due to a weak cough and cold season which was only partially offset by innovation and market expansion.
|
($ millions)
|
2015
|
|
Change vs. 2014
|
|
2014
|
|
Change vs. 2013
|
Volume
|
N/A
|
|
1%
|
|
N/A
|
|
4%
|
Net sales
|
$22,277
|
|
(5)%
|
|
$23,509
|
|
—%
|
Net earnings
|
$2,635
|
|
(5)%
|
|
$2,771
|
|
(2)%
|
% of net sales
|
11.8%
|
|
0 bps
|
|
11.8%
|
|
(30) bps
|
•
|
Fabric Care volume increased low single digits due to low single-digit growth in developed regions behind market growth and product innovation. Volume was unchanged in developing regions. Global market share of the fabric care category was flat.
|
•
|
Home Care volume was unchanged as decreases due to competitive activity, mainly in developed markets, were offset by increases from product innovation and expanded distribution. Global market share of the home care category was down nearly half a point.
|
•
|
Fabric Care volume increased mid-single digits driven by a high single-digit volume increase in developing regions behind market growth and innovation, and a low single-digit increase in developed regions due to product innovation. Global market share of the fabric care category was flat.
|
•
|
Home Care volume increased mid-single digits driven by a high single-digit increase in developing markets from distribution expansion and market growth, and from a low single digit increase in developed regions due to product innovation. Global market share of the home care category was up less than half a point.
|
($ millions)
|
2015
|
|
Change vs. 2014
|
|
2014
|
|
Change vs. 2013
|
Volume
|
N/A
|
|
(1)%
|
|
N/A
|
|
4%
|
Net sales
|
$20,247
|
|
(3)%
|
|
$20,950
|
|
2%
|
Net earnings
|
$2,938
|
|
—%
|
|
$2,940
|
|
(4)%
|
% of net sales
|
14.5%
|
|
50 bps
|
|
14.0%
|
|
(90) bps
|
•
|
Volume in Baby Care decreased low single digits due to a mid-single-digit decrease in developing regions following increased pricing, partially offset by a low single-digit increase in developed regions from product innovation. Global market share of the baby care category decreased less than a point.
|
•
|
Volume in Feminine Care decreased low single digits as high single-digit decline in developing regions due to competition and increased pricing was partially offset by a mid-single-digit increase in developed regions from product innovation, including the entry into the female adult incontinence category. Global market share of the feminine care category was flat.
|
•
|
Volume in Family Care was unchanged as low single-digit growth in developed regions was offset by a double-digit decline in developing regions due to discontinuation of lower priced product offerings. In the U.S., all-outlet share of the family care category decreased less than a point.
|
•
|
Volume in Baby Care increased mid-single digits due to a mid-single-digit increase in developing regions, from market growth and product innovation and a mid-single-digit increase in developed regions due to the buyout of our joint venture partner in Iberia and product innovation in North America, partially offset by competitive activity. Global market share of the baby care category decreased slightly.
|
•
|
Volume in Feminine Care increased mid-single digits due to a mid-single-digit increase in developed regions, from the buyout of our joint venture partner in Iberia and innovation, and a low single-digit increase in developing regions from market growth and innovation. Organic volume was up low single digits. Global market share of the feminine care category decreased less than half a point.
|
•
|
Volume in Family Care increased low single digits due to product innovation on Charmin and Bounty and lower pricing, partially offset by competitive activity. In the U.S., all-outlet share of the family care category decreased less than half point.
|
($ millions)
|
2015
|
|
Change vs. 2014
|
|
2014
|
|
Change vs. 2013
|
Net sales
|
$466
|
|
(37)%
|
|
$737
|
|
31%
|
Net earnings
|
$(2,181)
|
|
N/A
|
|
$(169)
|
|
N/A
|
Amounts in millions
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5 Years
|
||||||||||
RECORDED LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt
|
$
|
30,185
|
|
|
$
|
11,985
|
|
|
$
|
3,403
|
|
|
$
|
4,276
|
|
|
$
|
10,521
|
|
Capital leases
|
52
|
|
|
20
|
|
|
23
|
|
|
7
|
|
|
2
|
|
|||||
Uncertain tax positions
(1)
|
445
|
|
|
445
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
OTHER
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments relating to long-term debt
|
6,925
|
|
|
699
|
|
|
1,277
|
|
|
1,017
|
|
|
3,932
|
|
|||||
Operating leases
(2)
|
1,617
|
|
|
249
|
|
|
435
|
|
|
371
|
|
|
562
|
|
|||||
Minimum pension funding
(3)
|
656
|
|
|
215
|
|
|
441
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(4)
|
1,507
|
|
|
586
|
|
|
449
|
|
|
242
|
|
|
230
|
|
|||||
TOTAL CONTRACTUAL COMMITMENTS
|
$
|
41,387
|
|
|
$
|
14,199
|
|
|
$
|
6,028
|
|
|
$
|
5,913
|
|
|
$
|
15,247
|
|
(1)
|
As of
June 30, 2015
, the Company's Consolidated Balance Sheet reflects a liability for uncertain tax positions of $1.5 billion, including $366 million of interest and penalties. Due to the high degree of uncertainty regarding the timing of future cash outflows of liabilities for uncertain tax positions beyond one year, a reasonable estimate of the period of cash settlement beyond twelve months from the balance sheet date of
June 30, 2015
, cannot be made.
|
(2)
|
Operating lease obligations are shown net of guaranteed sublease income.
|
(3)
|
Represents future pension payments to comply with local funding requirements. These future pension payments assume the Company continues to meet its future statutory funding requirements. Considering the current economic environment in which the Company operates, the Company believes its cash flows are adequate to meet the future statutory funding requirements. The projected payments beyond fiscal year 2018 are not currently determinable.
|
(4)
|
Primarily reflects future contractual payments under various take-or-pay arrangements entered into as part of the normal course of business. Commitments made under take-or-pay obligations represent future purchases in line with expected usage to obtain favorable pricing. This includes service contracts for information technology, human resources management and facilities management activities that have been outsourced. While the amounts listed represent contractual obligations, we do not believe it is likely that the full contractual amount would be paid if the underlying contracts were canceled prior to maturity. In such cases, we generally are able to negotiate new contracts or cancellation penalties, resulting in a reduced payment. The amounts do not include other contractual purchase obligations that are not take-or-pay arrangements. Such contractual purchase obligations are primarily purchase orders at fair value that are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such purchase obligations will adversely affect our liquidity position.
|
Year ended June 30, 2015
|
Net Sales Growth
|
Foreign Exchange Impact
|
Acquisition/Divestiture Impact*
|
Organic Sales Growth
|
||||
Beauty, Hair and Personal Care
|
(7
|
)%
|
5
|
%
|
1
|
%
|
(1
|
)%
|
Grooming
|
(7
|
)%
|
8
|
%
|
0
|
%
|
1
|
%
|
Health Care
|
(1
|
)%
|
5
|
%
|
0
|
%
|
4
|
%
|
Fabric Care and Home Care
|
(5
|
)%
|
6
|
%
|
1
|
%
|
2
|
%
|
Baby, Feminine and Family Care
|
(3
|
)%
|
6
|
%
|
0
|
%
|
3
|
%
|
TOTAL COMPANY
|
(5
|
)%
|
6
|
%
|
0
|
%
|
1
|
%
|
|
|
|
|
|
||||
Year ended June 30, 2014
|
Net Sales Growth
|
Foreign Exchange Impact
|
Acquisition/Divestiture Impact*
|
Organic Sales Growth
|
||||
Beauty, Hair and Personal Care
|
(2
|
)%
|
2
|
%
|
0
|
%
|
0
|
%
|
Grooming
|
0
|
%
|
3
|
%
|
0
|
%
|
3
|
%
|
Health Care
|
1
|
%
|
1
|
%
|
0
|
%
|
2
|
%
|
Fabric Care and Home Care
|
0
|
%
|
3
|
%
|
1
|
%
|
4
|
%
|
Baby, Feminine and Family Care
|
2
|
%
|
3
|
%
|
(1
|
)%
|
4
|
%
|
TOTAL COMPANY
|
0
|
%
|
3
|
%
|
0
|
%
|
3
|
%
|
*
|
Acquisition/Divestiture Impact includes rounding impacts necessary to reconcile net sales to organic sales.
|
•
|
charges in each period presented for 1) incremental restructuring due to increased focus on productivity and cost savings, 2) the impacts from foreign exchange policy changes and the devaluations of the official foreign currency exchange rate in Venezuela, and 3) for certain European legal matters;
|
•
|
a holding gain in 2013 on the purchase of the balance of our Iberian joint venture;
|
•
|
impairment charges in 2013 for goodwill and indefinite-lived intangible assets; and
|
•
|
a charge in 2015 for the Venezuelan deconsolidation
.
|
|
Operating
Cash Flow
|
Capital
Spending
|
Free
Cash Flow
|
Cash Tax Payment - Pet Care Sale
|
Adjusted Free
Cash Flow
|
||||||||||
2015
|
$
|
14,608
|
|
$
|
(3,736
|
)
|
$
|
10,872
|
|
$
|
729
|
|
$
|
11,601
|
|
2014
|
13,958
|
|
(3,848
|
)
|
10,110
|
|
—
|
|
10,110
|
|
|||||
2013
|
14,873
|
|
(4,008
|
)
|
10,865
|
|
—
|
|
10,865
|
|
|
Net
Earnings
|
Impairment & Decon- solidation Charges
|
Net Earnings Excluding Impairment & Deconsolid- ation Charges
|
Adjusted Free Cash Flow
|
Adjusted Free
Cash Flow
Productivity
|
|||||||||
2015
|
$
|
7,144
|
|
$
|
4,187
|
|
$
|
11,331
|
|
$
|
11,601
|
|
102
|
%
|
2014
|
11,785
|
|
—
|
|
11,785
|
|
10,110
|
|
86
|
%
|
||||
2013
|
11,402
|
|
—
|
|
11,402
|
|
10,865
|
|
95
|
%
|
Amounts in millions except per share amounts; Years ended June 30
|
2015
|
|
2014
|
|
2013
|
||||||
NET SALES
|
$
|
76,279
|
|
|
$
|
80,510
|
|
|
$
|
80,116
|
|
Cost of products sold
|
38,876
|
|
|
41,010
|
|
|
39,991
|
|
|||
Selling, general and administrative expense
|
23,585
|
|
|
24,760
|
|
|
26,000
|
|
|||
Goodwill and indefinite-lived intangible asset impairment charges
|
—
|
|
|
—
|
|
|
308
|
|
|||
Venezuela deconsolidation charge
|
2,028
|
|
|
—
|
|
|
—
|
|
|||
OPERATING INCOME
|
11,790
|
|
|
14,740
|
|
|
13,817
|
|
|||
Interest expense
|
626
|
|
|
710
|
|
|
667
|
|
|||
Interest income
|
151
|
|
|
101
|
|
|
88
|
|
|||
Other non-operating income, net
|
531
|
|
|
206
|
|
|
941
|
|
|||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
11,846
|
|
|
14,337
|
|
|
14,179
|
|
|||
Income taxes on continuing operations
|
2,916
|
|
|
3,019
|
|
|
3,226
|
|
|||
NET EARNINGS FROM CONTINUING OPERATIONS
|
8,930
|
|
|
11,318
|
|
|
10,953
|
|
|||
NET EARNINGS/(LOSS) FROM DISCONTINUED OPERATIONS
|
(1,786
|
)
|
|
467
|
|
|
449
|
|
|||
NET EARNINGS
|
7,144
|
|
|
11,785
|
|
|
11,402
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
108
|
|
|
142
|
|
|
90
|
|
|||
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
|
$
|
7,036
|
|
|
$
|
11,643
|
|
|
$
|
11,312
|
|
|
|
|
|
|
|
||||||
BASIC NET EARNINGS PER COMMON SHARE:
(1)
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
3.16
|
|
|
$
|
4.03
|
|
|
$
|
3.87
|
|
Earnings/(loss) from discontinued operations
|
(0.66
|
)
|
|
0.16
|
|
|
0.17
|
|
|||
BASIC NET EARNINGS PER COMMON SHARE
|
$
|
2.50
|
|
|
$
|
4.19
|
|
|
$
|
4.04
|
|
DILUTED NET EARNINGS PER COMMON SHARE:
(1)
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
3.06
|
|
|
$
|
3.86
|
|
|
$
|
3.71
|
|
Earnings/(loss) from discontinued operations
|
(0.62
|
)
|
|
0.15
|
|
|
0.15
|
|
|||
DILUTED NET EARNINGS PER COMMON SHARE
|
2.44
|
|
|
4.01
|
|
|
3.86
|
|
|||
DIVIDENDS PER COMMON SHARE
|
$
|
2.59
|
|
|
$
|
2.45
|
|
|
$
|
2.29
|
|
(1)
|
Basic net earnings per common share and diluted net earnings per common share are calculated on net earnings attributable to Procter & Gamble.
|
Amounts in millions; Years ended June 30
|
2015
|
|
2014
|
|
2013
|
||||||
NET EARNINGS
|
$
|
7,144
|
|
|
$
|
11,785
|
|
|
$
|
11,402
|
|
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
|
|
|
|
|
||||||
Financial statement translation
|
(7,220
|
)
|
|
1,044
|
|
|
710
|
|
|||
Unrealized gains/(losses) on hedges (net of $739, $(209) and $92 tax, respectively)
|
1,234
|
|
|
(347
|
)
|
|
144
|
|
|||
Unrealized gains/(losses) on investment securities (net of $0, $(4) and $(5) tax, respectively)
|
24
|
|
|
9
|
|
|
(24
|
)
|
|||
Unrealized gains/(losses) on defined benefit retirement plans (net of $328, $(356) and $637 tax, respectively)
|
844
|
|
|
(869
|
)
|
|
1,004
|
|
|||
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
(5,118
|
)
|
|
(163
|
)
|
|
1,834
|
|
|||
TOTAL COMPREHENSIVE INCOME
|
2,026
|
|
|
11,622
|
|
|
13,236
|
|
|||
Less: Total comprehensive income attributable to noncontrolling interests
|
108
|
|
|
150
|
|
|
94
|
|
|||
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE
|
$
|
1,918
|
|
|
$
|
11,472
|
|
|
$
|
13,142
|
|
Amounts in millions; Years ended June 30
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,845
|
|
|
$
|
8,558
|
|
Available-for-sale investment securities
|
4,767
|
|
|
2,128
|
|
||
Accounts receivable
|
4,861
|
|
|
6,386
|
|
||
INVENTORIES
|
|
|
|
||||
Materials and supplies
|
1,392
|
|
|
1,742
|
|
||
Work in process
|
550
|
|
|
684
|
|
||
Finished goods
|
3,512
|
|
|
4,333
|
|
||
Total inventories
|
5,454
|
|
|
6,759
|
|
||
Deferred income taxes
|
1,356
|
|
|
1,092
|
|
||
Prepaid expenses and other current assets
|
2,853
|
|
|
3,845
|
|
||
Assets held for sale
|
3,510
|
|
|
2,849
|
|
||
TOTAL CURRENT ASSETS
|
29,646
|
|
|
31,617
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
20,268
|
|
|
22,304
|
|
||
GOODWILL
|
47,316
|
|
|
53,704
|
|
||
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET
|
26,829
|
|
|
30,843
|
|
||
OTHER NONCURRENT ASSETS
|
5,436
|
|
|
5,798
|
|
||
TOTAL ASSETS
|
$
|
129,495
|
|
|
$
|
144,266
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
8,257
|
|
|
$
|
8,461
|
|
Accrued and other liabilities
|
8,325
|
|
|
8,999
|
|
||
Liabilities held for sale
|
1,187
|
|
|
660
|
|
||
Debt due within one year
|
12,021
|
|
|
15,606
|
|
||
TOTAL CURRENT LIABILITIES
|
29,790
|
|
|
33,726
|
|
||
LONG-TERM DEBT
|
18,329
|
|
|
19,811
|
|
||
DEFERRED INCOME TAXES
|
9,531
|
|
|
10,218
|
|
||
OTHER NONCURRENT LIABILITIES
|
8,795
|
|
|
10,535
|
|
||
TOTAL LIABILITIES
|
66,445
|
|
|
74,290
|
|
||
SHAREHOLDERS' EQUITY
|
|
|
|
||||
Convertible Class A preferred stock, stated value $1 per share (600 shares authorized)
|
1,077
|
|
|
1,111
|
|
||
Non-Voting Class B preferred stock, stated value $1 per share (200 shares authorized)
|
—
|
|
|
—
|
|
||
Common stock, stated value $1 per share (10,000 shares authorized; shares issued: 2015 - 4,009.2, 2014 - 4,009.2)
|
4,009
|
|
|
4,009
|
|
||
Additional paid-in capital
|
63,852
|
|
|
63,911
|
|
||
Reserve for ESOP debt retirement
|
(1,320
|
)
|
|
(1,340
|
)
|
||
Accumulated other comprehensive income/(loss)
|
(12,780
|
)
|
|
(7,662
|
)
|
||
Treasury stock, at cost (shares held: 2015 - 1,294.7, 2014 - 1,298.4)
|
(77,226
|
)
|
|
(75,805
|
)
|
||
Retained earnings
|
84,807
|
|
|
84,990
|
|
||
Noncontrolling interest
|
631
|
|
|
762
|
|
||
TOTAL SHAREHOLDERS' EQUITY
|
63,050
|
|
|
69,976
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
129,495
|
|
|
$
|
144,266
|
|
Dollars in millions; Shares in thousands
|
Common Shares Outstanding
|
Common Stock
|
Preferred Stock
|
Add-itional Paid-In Capital
|
Reserve for ESOP Debt Retirement
|
Accumu-lated
Other
Comp-rehensive
Income/(Loss)
|
Treasury Stock
|
Retained Earnings
|
Non-controlling Interest
|
Total
|
|||||||||||||||||||
BALANCE JUNE 30, 2012
|
2,748,033
|
|
$
|
4,008
|
|
$
|
1,195
|
|
$
|
63,181
|
|
$
|
(1,357
|
)
|
$
|
(9,333
|
)
|
$
|
(69,604
|
)
|
$
|
75,349
|
|
$
|
596
|
|
$
|
64,035
|
|
Net earnings
|
|
|
|
|
|
|
|
11,312
|
|
90
|
|
11,402
|
|
||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
1,834
|
|
|
|
|
1,834
|
|
|||||||||||||||||
Dividends to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Common
|
|
|
|
|
|
|
|
(6,275
|
)
|
|
(6,275
|
)
|
|||||||||||||||||
Preferred, net of tax benefits
|
|
|
|
|
|
|
|
(244
|
)
|
|
(244
|
)
|
|||||||||||||||||
Treasury purchases
|
(84,234
|
)
|
|
|
|
|
|
(5,986
|
)
|
|
|
(5,986
|
)
|
||||||||||||||||
Employee plan issuances
|
70,923
|
|
1
|
|
|
352
|
|
|
|
3,573
|
|
|
|
3,926
|
|
||||||||||||||
Preferred stock conversions
|
7,605
|
|
|
(58
|
)
|
7
|
|
|
|
51
|
|
|
|
—
|
|
||||||||||||||
ESOP debt impacts
|
|
|
|
|
5
|
|
|
|
55
|
|
|
60
|
|
||||||||||||||||
Noncontrolling interest, net
|
|
|
|
(2
|
)
|
|
|
|
|
(41
|
)
|
(43
|
)
|
||||||||||||||||
BALANCE JUNE 30, 2013
|
2,742,327
|
|
$
|
4,009
|
|
$
|
1,137
|
|
$
|
63,538
|
|
$
|
(1,352
|
)
|
$
|
(7,499
|
)
|
$
|
(71,966
|
)
|
$
|
80,197
|
|
$
|
645
|
|
$
|
68,709
|
|
Net earnings
|
|
|
|
|
|
|
|
11,643
|
|
142
|
|
11,785
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(163
|
)
|
|
|
|
(163
|
)
|
|||||||||||||||||
Dividends to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Common
|
|
|
|
|
|
|
|
(6,658
|
)
|
|
(6,658
|
)
|
|||||||||||||||||
Preferred, net of tax benefits
|
|
|
|
|
|
|
|
(253
|
)
|
|
(253
|
)
|
|||||||||||||||||
Treasury purchases
|
(74,987
|
)
|
|
|
|
|
|
(6,005
|
)
|
|
|
(6,005
|
)
|
||||||||||||||||
Employee plan issuances
|
40,288
|
|
|
|
|
364
|
|
|
|
2,144
|
|
|
|
2,508
|
|
||||||||||||||
Preferred stock conversions
|
3,178
|
|
|
(26
|
)
|
4
|
|
|
|
22
|
|
|
|
—
|
|
||||||||||||||
ESOP debt impacts
|
|
|
|
|
12
|
|
|
|
61
|
|
|
73
|
|
||||||||||||||||
Noncontrolling interest, net
|
|
|
|
5
|
|
|
|
|
|
(25
|
)
|
(20
|
)
|
||||||||||||||||
BALANCE JUNE 30, 2014
|
2,710,806
|
|
$
|
4,009
|
|
$
|
1,111
|
|
$
|
63,911
|
|
$
|
(1,340
|
)
|
$
|
(7,662
|
)
|
$
|
(75,805
|
)
|
$
|
84,990
|
|
$
|
762
|
|
$
|
69,976
|
|
Net earnings
|
|
|
|
|
|
|
|
7,036
|
|
108
|
|
7,144
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(5,118
|
)
|
|
|
|
(5,118
|
)
|
|||||||||||||||||
Dividends to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Common
|
|
|
|
|
|
|
|
(7,028
|
)
|
|
(7,028
|
)
|
|||||||||||||||||
Preferred, net of tax benefits
|
|
|
|
|
|
|
|
(259
|
)
|
|
(259
|
)
|
|||||||||||||||||
Treasury purchases
|
(54,670
|
)
|
|
|
|
|
|
(4,604
|
)
|
|
|
(4,604
|
)
|
||||||||||||||||
Employee plan issuances
|
54,100
|
|
|
|
|
156
|
|
|
|
3,153
|
|
|
|
3,309
|
|
||||||||||||||
Preferred stock conversions
|
4,335
|
|
|
(34
|
)
|
4
|
|
|
|
30
|
|
|
|
—
|
|
||||||||||||||
ESOP debt impacts
|
|
|
|
|
20
|
|
|
|
68
|
|
|
88
|
|
||||||||||||||||
Noncontrolling interest, net
|
|
|
|
(219
|
)
|
|
|
|
|
(239
|
)
|
(458
|
)
|
||||||||||||||||
BALANCE JUNE 30, 2015
|
2,714,571
|
|
$
|
4,009
|
|
$
|
1,077
|
|
$
|
63,852
|
|
$
|
(1,320
|
)
|
$
|
(12,780
|
)
|
$
|
(77,226
|
)
|
$
|
84,807
|
|
$
|
631
|
|
$
|
63,050
|
|
Amounts in millions; Years ended June 30
|
2015
|
|
2014
|
|
2013
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
$
|
8,558
|
|
|
$
|
5,947
|
|
|
$
|
4,436
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net earnings
|
7,144
|
|
|
11,785
|
|
|
11,402
|
|
|||
Depreciation and amortization
|
3,134
|
|
|
3,141
|
|
|
2,982
|
|
|||
Share-based compensation expense
|
337
|
|
|
360
|
|
|
346
|
|
|||
Deferred income taxes
|
(803
|
)
|
|
(44
|
)
|
|
(307
|
)
|
|||
Gain on sale and purchase of businesses
|
(766
|
)
|
|
(154
|
)
|
|
(916
|
)
|
|||
Venezuela deconsolidation charge
|
2,028
|
|
|
—
|
|
|
—
|
|
|||
Goodwill and indefinite-lived intangible asset impairment charges
|
2,174
|
|
|
—
|
|
|
308
|
|
|||
Change in accounts receivable
|
349
|
|
|
87
|
|
|
(415
|
)
|
|||
Change in inventories
|
313
|
|
|
8
|
|
|
(225
|
)
|
|||
Change in accounts payable, accrued and other liabilities
|
928
|
|
|
1
|
|
|
1,253
|
|
|||
Change in other operating assets and liabilities
|
(976
|
)
|
|
(1,557
|
)
|
|
68
|
|
|||
Other
|
746
|
|
|
331
|
|
|
377
|
|
|||
TOTAL OPERATING ACTIVITIES
|
14,608
|
|
|
13,958
|
|
|
14,873
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(3,736
|
)
|
|
(3,848
|
)
|
|
(4,008
|
)
|
|||
Proceeds from asset sales
|
4,497
|
|
|
570
|
|
|
584
|
|
|||
Cash related to deconsolidated Venezuela operations
|
(908
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
(137
|
)
|
|
(24
|
)
|
|
(1,145
|
)
|
|||
Purchases of short-term investments
|
(3,647
|
)
|
|
(568
|
)
|
|
(1,605
|
)
|
|||
Proceeds from sales of short-term investments
|
1,203
|
|
|
24
|
|
|
—
|
|
|||
Change in other investments
|
(163
|
)
|
|
(261
|
)
|
|
(121
|
)
|
|||
TOTAL INVESTING ACTIVITIES
|
(2,891
|
)
|
|
(4,107
|
)
|
|
(6,295
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Dividends to shareholders
|
(7,287
|
)
|
|
(6,911
|
)
|
|
(6,519
|
)
|
|||
Change in short-term debt
|
(2,580
|
)
|
|
3,304
|
|
|
3,406
|
|
|||
Additions to long-term debt
|
2,138
|
|
|
4,334
|
|
|
2,331
|
|
|||
Reductions of long-term debt
|
(3,512
|
)
|
|
(4,095
|
)
|
|
(3,752
|
)
|
|||
Treasury stock purchases
|
(4,604
|
)
|
|
(6,005
|
)
|
|
(5,986
|
)
|
|||
Impact of stock options and other
|
2,826
|
|
|
2,094
|
|
|
3,449
|
|
|||
TOTAL FINANCING ACTIVITIES
|
(13,019
|
)
|
|
(7,279
|
)
|
|
(7,071
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(411
|
)
|
|
39
|
|
|
4
|
|
|||
CHANGE IN CASH AND CASH EQUIVALENTS
|
(1,713
|
)
|
|
2,611
|
|
|
1,511
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
6,845
|
|
|
$
|
8,558
|
|
|
$
|
5,947
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL DISCLOSURE
|
|
|
|
|
|
||||||
Cash payments for:
|
|
|
|
|
|
||||||
Interest
|
$
|
678
|
|
|
$
|
686
|
|
|
$
|
683
|
|
Income taxes
|
4,558
|
|
|
3,320
|
|
|
3,780
|
|
|||
Assets acquired through non-cash capital leases are immaterial for all periods.
|
|
|
|
|
|
|
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, 2013 - Gross
|
$
|
17,094
|
|
$
|
21,775
|
|
$
|
6,185
|
|
$
|
1,973
|
|
$
|
4,828
|
|
$
|
4,922
|
|
$
|
56,777
|
|
Accumulated impairment losses at June 30, 2013
|
(431
|
)
|
(1,158
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,589
|
)
|
|||||||
GOODWILL at JUNE 30, 2013 - Net
|
16,663
|
|
20,617
|
|
6,185
|
|
1,973
|
|
4,828
|
|
4,922
|
|
55,188
|
|
|||||||
Acquisitions and divestitures
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
(2,445
|
)
|
(2,448
|
)
|
|||||||
Goodwill impairment charges
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Translation and other
|
377
|
|
322
|
|
95
|
|
11
|
|
82
|
|
77
|
|
964
|
|
|||||||
GOODWILL at JUNE 30, 2014 - Gross
|
17,471
|
|
22,097
|
|
6,280
|
|
1,981
|
|
4,910
|
|
2,554
|
|
55,293
|
|
|||||||
Accumulated impairment losses at June 30, 2014
|
(431
|
)
|
(1,158
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,589
|
)
|
|||||||
GOODWILL at JUNE 30, 2014 - Net
|
17,040
|
|
20,939
|
|
6,280
|
|
1,981
|
|
4,910
|
|
2,554
|
|
53,704
|
|
|||||||
Acquisitions and divestitures
|
(136
|
)
|
—
|
|
(6
|
)
|
(3
|
)
|
—
|
|
(449
|
)
|
(594
|
)
|
|||||||
Goodwill impairment charges
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,064
|
)
|
(2,064
|
)
|
|||||||
Translation and other
|
(1,506
|
)
|
(1,320
|
)
|
(398
|
)
|
(104
|
)
|
(361
|
)
|
(41
|
)
|
(3,730
|
)
|
|||||||
GOODWILL at JUNE 30, 2015 - Gross
|
15,829
|
|
20,777
|
|
5,876
|
|
1,874
|
|
4,549
|
|
2,064
|
|
50,969
|
|
|||||||
Accumulated impairment losses at June 30, 2015
|
(431
|
)
|
(1,158
|
)
|
—
|
|
—
|
|
—
|
|
(2,064
|
)
|
(3,653
|
)
|
|||||||
GOODWILL at JUNE 30, 2015 - Net
|
$
|
15,398
|
|
$
|
19,619
|
|
$
|
5,876
|
|
$
|
1,874
|
|
$
|
4,549
|
|
$
|
—
|
|
$
|
47,316
|
|
Years ended June 30
|
2015
|
|
2014
|
|
2013
|
||||||
Intangible asset amortization
|
$
|
457
|
|
|
$
|
514
|
|
|
$
|
528
|
|
Years ending June 30
|
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||
Estimated amortization expense
|
$
|
388
|
|
$
|
350
|
|
$
|
322
|
|
$
|
299
|
|
$
|
271
|
|
Years ended June 30
|
2015
|
|
2014
|
||||
PROPERTY, PLANT AND EQUIPMENT
|
|||||||
Buildings
|
$
|
7,209
|
|
|
$
|
8,022
|
|
Machinery and equipment
|
30,346
|
|
|
32,398
|
|
||
Land
|
795
|
|
|
893
|
|
||
Construction in progress
|
2,997
|
|
|
3,114
|
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT
|
41,347
|
|
|
44,427
|
|
||
Accumulated depreciation
|
(21,079
|
)
|
|
(22,123
|
)
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
$
|
20,268
|
|
|
$
|
22,304
|
|
Amounts in millions
|
Separations
|
Asset-Related Costs
|
Other
|
Total
|
||||||||
RESERVE JUNE 30, 2013
|
$
|
296
|
|
$
|
—
|
|
$
|
27
|
|
$
|
323
|
|
Charges
|
378
|
|
179
|
|
249
|
|
806
|
|
||||
Cash spent
|
(321
|
)
|
—
|
|
(248
|
)
|
(569
|
)
|
||||
Charges against assets
|
—
|
|
(179
|
)
|
—
|
|
(179
|
)
|
||||
RESERVE JUNE 30, 2014
|
353
|
|
—
|
|
28
|
|
381
|
|
||||
Charges
|
516
|
|
289
|
|
263
|
|
1,068
|
|
||||
Cash spent
|
(507
|
)
|
—
|
|
(264
|
)
|
(771
|
)
|
||||
Charges against assets
|
—
|
|
(289
|
)
|
—
|
|
(289
|
)
|
||||
RESERVE JUNE 30, 2015
|
$
|
362
|
|
$
|
—
|
|
$
|
27
|
|
$
|
389
|
|
Years ended June 30
|
2015
|
|
2014
|
||||
Beauty, Hair and Personal Care
|
$
|
166
|
|
|
$
|
83
|
|
Grooming
|
57
|
|
|
20
|
|
||
Health Care
|
32
|
|
|
10
|
|
||
Fabric Care and Home Care
|
197
|
|
|
119
|
|
||
Baby, Feminine and Family Care
|
192
|
|
|
155
|
|
||
Corporate
(1)
|
424
|
|
|
419
|
|
||
Total Company
|
$
|
1,068
|
|
|
$
|
806
|
|
(1)
|
Corporate includes costs related to allocated overheads, including charges related to our Sales and Market Operations, Global Business Services and Corporate Functions activities and costs related to discontinued operations from our Pet Care and Batteries businesses.
|
Years ended June 30
|
2015
|
|
2014
|
||||
DEBT DUE WITHIN ONE YEAR
|
|||||||
Current portion of long-term debt
|
$
|
2,772
|
|
|
$
|
4,307
|
|
Commercial paper
|
8,807
|
|
|
10,818
|
|
||
Other
|
442
|
|
|
481
|
|
||
TOTAL
|
$
|
12,021
|
|
|
$
|
15,606
|
|
Short-term weighted average interest rates
(1)
|
0.3
|
%
|
|
0.7
|
%
|
(1)
|
Short-term weighted average interest rates include the effects of interest rate swaps discussed in Note 5.
|
Years ended June 30
|
2015
|
|
2014
|
||
LONG-TERM DEBT
|
|
|
|
||
3.15% USD note due September 2015
|
500
|
|
|
500
|
|
1.80% USD note due November 2015
|
1,000
|
|
|
1,000
|
|
4.85% USD note due December 2015
|
700
|
|
|
700
|
|
1.45% USD note due August 2016
|
1,000
|
|
|
1,000
|
|
0.75% USD note due November 2016
|
500
|
|
|
500
|
|
Floating rate USD note due November 2016
|
500
|
|
|
500
|
|
5.13% EUR note due October 2017
|
1,231
|
|
|
1,501
|
|
1.60% USD note due November 2018
|
1,000
|
|
|
1,000
|
|
4.70% USD note due February 2019
|
1,250
|
|
|
1,250
|
|
1.90% USD note due November 2019
|
550
|
|
|
—
|
|
0.28% JPY note due May 2020
|
818
|
|
|
—
|
|
4.13% EUR note due December 2020
|
671
|
|
|
819
|
|
9.36% ESOP debentures due 2015-2021
(1)
|
572
|
|
|
640
|
|
2.00% EUR note due November 2021
|
839
|
|
|
1,023
|
|
2.30% USD note due February 2022
|
1,000
|
|
|
1,000
|
|
2.00% EUR note due August 2022
|
1,119
|
|
|
1,365
|
|
3.10% USD note due August 2023
|
1,000
|
|
|
1,000
|
|
4.88% EUR note due May 2027
|
1,119
|
|
|
1,365
|
|
6.25% GBP note due January 2030
|
786
|
|
|
851
|
|
5.50% USD note due February 2034
|
500
|
|
|
500
|
|
5.80% USD note due August 2034
|
600
|
|
|
600
|
|
5.55% USD note due March 2037
|
1,400
|
|
|
1,400
|
|
Capital lease obligations
|
52
|
|
|
83
|
|
All other long-term debt
|
2,394
|
|
|
5,521
|
|
Current portion of long-term debt
|
(2,772
|
)
|
|
(4,307
|
)
|
TOTAL
|
$18,329
|
|
$19,811
|
||
Long-term weighted average interest rates
(2)
|
3.2
|
%
|
|
3.2
|
%
|
(1)
|
Debt issued by the ESOP is guaranteed by the Company and must be recorded as debt of the Company, as discussed in Note 9.
|
(2)
|
Long-term weighted average interest rates include the effects of interest rate swaps discussed in Note 5.
|
Years ending June 30
|
2016
|
2017
|
2018
|
2019
|
2020
|
Debt maturities
|
$2,772
|
$2,094
|
$1,330
|
$2,355
|
$1,929
|
•
|
Level 1: Quoted market prices in active markets for identical assets or liabilities.
|
•
|
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
|
•
|
Level 3: Unobservable inputs reflecting the reporting entity's own assumptions or external inputs from inactive markets.
|
(1)
|
Other foreign currency instruments are comprised of foreign currency financial instruments that do not qualify as hedges.
|
(2)
|
All derivative assets are presented in Prepaid expenses and other current assets and Other noncurrent assets. Investment securities are presented in Available-for-sale investment securities and Other noncurrent assets. The amortized cost of the U.S. government securities with maturities less than one year was
$700
and
$0
as of June 30, 2015 and 2014, respectively. The amortized cost of the U.S. government securities with maturities between one and five years was
$2,789
and
$1,649
as of June 30, 2015 and 2014, respectively. The amortized cost of Corporate bond securities with maturities of less than a year was
$221
and
$39
as of June 30, 2015 and 2014, respectively. The amortized cost of Corporate bond securities with maturities between one and five years was
$1,052
and
$458
as of June 30, 2015 and 2014, respectively. Fair values are generally estimated based upon quoted market prices for similar instruments.
|
(3)
|
All derivative liabilities are presented in Accrued and other liabilities or Other noncurrent liabilities.
|
(4)
|
Long-term debt includes the current portion (
$2,776
and
$4,400
as of June 30, 2015 and 2014, respectively) of debt instruments. Certain long-term debt is recorded at fair value. Certain long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes. Fair values are generally estimated based on quoted market prices for identical or similar instruments.
|
Years ended June 30
|
Notional Amount
|
|
Fair Value Asset/(Liability)
|
||||||||||
2015
|
2014
|
|
2015
|
2014
|
|||||||||
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
|
|||||||||||||
Foreign currency contracts
|
$
|
951
|
|
$
|
951
|
|
|
$
|
312
|
|
$
|
187
|
|
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
|
|||||||||||||
Interest rate contracts
|
$
|
7,208
|
|
$
|
9,738
|
|
|
$
|
159
|
|
$
|
168
|
|
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
|
|||||||||||||
Net investment hedges
|
$
|
537
|
|
$
|
831
|
|
|
$
|
95
|
|
$
|
48
|
|
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|||||||||||||
Foreign currency contracts
|
$
|
6,610
|
|
$
|
12,111
|
|
|
$
|
(55
|
)
|
$
|
(42
|
)
|
|
Amount of Gain/(Loss)
Recognized in Earnings
|
||||||
Years ended June 30
|
2015
|
|
2014
|
||||
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
|
|||||||
Interest rate contracts
|
$
|
(9
|
)
|
|
$
|
36
|
|
Debt
|
9
|
|
|
(37
|
)
|
||
TOTAL
|
$
|
—
|
|
|
$
|
(1
|
)
|
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
|
|||||||
Net investment hedges
|
$
|
(1
|
)
|
|
$
|
—
|
|
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|||||||
Foreign currency contracts
(1)
|
$
|
(987
|
)
|
|
$
|
123
|
|
(1)
|
The gain or loss on non-qualifying foreign currency contracts 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, 2013
|
$
|
(3,529
|
)
|
|
$
|
(27
|
)
|
|
$
|
(4,296
|
)
|
|
$
|
353
|
|
|
$
|
(7,499
|
)
|
OCI before reclassifications
(1)
|
(305
|
)
|
|
20
|
|
|
(1,113
|
)
|
|
1,044
|
|
|
(354
|
)
|
|||||
Amounts reclassified from AOCI
(2) (5)
|
(42
|
)
|
|
(11
|
)
|
|
244
|
|
|
—
|
|
|
191
|
|
|||||
Net current period OCI
|
(347
|
)
|
|
9
|
|
|
(869
|
)
|
|
1,044
|
|
|
(163
|
)
|
|||||
BALANCE at JUNE 30, 2014
|
(3,876
|
)
|
|
(18
|
)
|
|
(5,165
|
)
|
|
1,397
|
|
|
(7,662
|
)
|
|||||
OCI before reclassifications
(3)
|
1,390
|
|
|
26
|
|
|
563
|
|
|
(7,475
|
)
|
|
(5,496
|
)
|
|||||
Amounts reclassified from AOCI
(4) (5) (6)
|
(156
|
)
|
|
(2
|
)
|
|
281
|
|
|
255
|
|
|
378
|
|
|||||
Net current period OCI
|
1,234
|
|
|
24
|
|
|
844
|
|
|
(7,220
|
)
|
|
(5,118
|
)
|
|||||
BALANCE at JUNE 30, 2015
|
$
|
(2,642
|
)
|
|
$
|
6
|
|
|
$
|
(4,321
|
)
|
|
$
|
(5,823
|
)
|
|
$
|
(12,780
|
)
|
(1)
|
Net of tax (benefit) / expense of
$(207)
,
$3
and
$(450)
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended
June 30, 2014
.
|
(2)
|
Net of tax (benefit) / expense of
$(2)
,
$(7)
, and
$94
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended
June 30, 2014
.
|
(3)
|
Net of tax (benefit) / expense of
$741
,
$1
, and
$219
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended
June 30, 2015
.
|
(4)
|
Net of tax (benefit) / expense of
$(2)
,
$(1)
, and
$109
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended
June 30, 2015
.
|
(5)
|
See Note 5 for classification of gains and losses from hedges in the Consolidated Statements of Earnings. Gains and losses on investment securities are reclassified from AOCI into Other non-operating income, net. Gains and losses on pension and other retiree benefits are reclassified from AOCI into Cost of products sold and SG&A, and are included in the computation of net periodic pension cost (see Note 9 for additional details).
|
(6)
|
Amounts reclassified from AOCI for financial statement translation relate to the foreign currency losses written off as part of the deconsolidation of our Venezuelan subsidiaries. These losses were reclassified into Venezuela deconsolidation charge on the Consolidated Statements of Earnings.
|
Years ended June 30
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
CONSOLIDATED AMOUNTS
|
Continuing Operations
|
Dis-continued Operations
|
Total
|
|
Continuing Operations
|
Dis-continued Operations
|
Total
|
|
Continuing Operations
|
Dis-continued Operations
|
Total
|
||||||||||||||||||
Net earnings/(loss)
|
$
|
8,930
|
|
$
|
(1,786
|
)
|
$
|
7,144
|
|
|
$
|
11,318
|
|
$
|
467
|
|
$
|
11,785
|
|
|
$
|
10,953
|
|
$
|
449
|
|
$
|
11,402
|
|
Net earnings attributable to noncontrolling interests
|
(100
|
)
|
(8
|
)
|
(108
|
)
|
|
(121
|
)
|
(21
|
)
|
(142
|
)
|
|
(93
|
)
|
3
|
|
(90
|
)
|
|||||||||
Net earnings/(loss) attributable to P&G (Diluted)
|
8,830
|
|
(1,794
|
)
|
7,036
|
|
|
11,197
|
|
446
|
|
11,643
|
|
|
10,860
|
|
452
|
|
11,312
|
|
|||||||||
Preferred dividends, net of tax
|
(259
|
)
|
—
|
|
(259
|
)
|
|
(253
|
)
|
—
|
|
(253
|
)
|
|
(244
|
)
|
—
|
|
(244
|
)
|
|||||||||
Net earnings/(loss) attributable to P&G available to common shareholders (Basic)
|
$
|
8,571
|
|
$
|
(1,794
|
)
|
$
|
6,777
|
|
|
$
|
10,944
|
|
$
|
446
|
|
$
|
11,390
|
|
|
$
|
10,616
|
|
$
|
452
|
|
$
|
11,068
|
|
SHARES IN MILLIONS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic weighted average common shares outstanding
|
2,711.7
|
|
2,711.7
|
|
2,711.7
|
|
|
2,719.8
|
|
2,719.8
|
|
2,719.8
|
|
|
2,742.9
|
|
2,742.9
|
|
2,742.9
|
|
|||||||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Conversion of preferred shares
(1)
|
108.6
|
|
108.6
|
|
108.6
|
|
|
112.3
|
|
112.3
|
|
112.3
|
|
|
116.8
|
|
116.8
|
|
116.8
|
|
|||||||||
Exercise of stock options and other unvested equity awards
(2)
|
63.3
|
|
63.3
|
|
63.3
|
|
|
72.6
|
|
72.6
|
|
72.6
|
|
|
70.9
|
|
70.9
|
|
70.9
|
|
|||||||||
Diluted weighted average common shares outstanding
|
2,883.6
|
|
2,883.6
|
|
2,883.6
|
|
|
2,904.7
|
|
2,904.7
|
|
2,904.7
|
|
|
2,930.6
|
|
2,930.6
|
|
2,930.6
|
|
|||||||||
PER SHARE AMOUNTS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic net earnings/(loss) per common share
(3)
|
$
|
3.16
|
|
$
|
(0.66
|
)
|
$
|
2.50
|
|
|
$
|
4.03
|
|
$
|
0.16
|
|
$
|
4.19
|
|
|
$
|
3.87
|
|
$
|
0.17
|
|
$
|
4.04
|
|
Diluted net earnings/(loss) per common share
(3)
|
$
|
3.06
|
|
$
|
(0.62
|
)
|
$
|
2.44
|
|
|
$
|
3.86
|
|
$
|
0.15
|
|
$
|
4.01
|
|
|
$
|
3.71
|
|
$
|
0.15
|
|
$
|
3.86
|
|
(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)
|
Approximately
8 million
in
2015
,
9 million
in
2014
and
12 million
in
2013
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.
|
Years ended June 30
|
2015
|
|
2014
|
|
2013
|
|||||||||
Interest rate
|
0.1
|
-
|
2.1
|
%
|
|
0.1
|
-
|
2.8
|
%
|
|
0.2
|
-
|
2.0
|
%
|
Weighted average interest rate
|
2.0
|
%
|
|
2.5
|
%
|
|
1.8
|
%
|
||||||
Dividend yield
|
3.1
|
%
|
|
3.1
|
%
|
|
2.9
|
%
|
||||||
Expected volatility
|
11
|
-
|
15
|
%
|
|
15
|
-
|
17
|
%
|
|
14
|
-
|
15
|
%
|
Weighted average volatility
|
15
|
%
|
|
16
|
%
|
|
15
|
%
|
||||||
Expected life in years
|
8.3
|
|
|
8.2
|
|
|
8.9
|
|
Options
|
Options (in thousands)
|
Weighted Avg. Exercise Price
|
Weighted Avg. Contract-ual Life in Years
|
Aggregate Intrinsic Value
|
|||||
Outstanding, beginning of year
|
291,626
|
|
$
|
59.74
|
|
|
|
||
Granted
|
23,066
|
|
84.97
|
|
|
|
|||
Exercised
|
(53,294
|
)
|
50.60
|
|
|
|
|||
Canceled
|
(1,106
|
)
|
70.46
|
|
|
|
|||
OUTSTANDING, END OF YEAR
|
260,292
|
|
$
|
63.74
|
|
4.9
|
$
|
3,971
|
|
EXERCISABLE
|
188,959
|
|
$
|
57.68
|
|
3.4
|
$
|
3,895
|
|
|
RSUs
|
|
PSUs
|
||||||||
Other stock-based awards
|
Units (in thousands)
|
Weighted-Average Grant-Date Fair Value
|
|
Units (in thousands)
|
Weighted-Average Grant-Date Fair Value
|
||||||
Non-vested at July 1, 2014
|
4,902
|
|
$
|
61.74
|
|
|
1,883
|
|
$
|
66.53
|
|
Granted
|
1,451
|
|
69.25
|
|
|
575
|
|
77.47
|
|
||
Vested
|
(1,212
|
)
|
59.22
|
|
|
(1,251
|
)
|
63.96
|
|
||
Forfeited
|
(133
|
)
|
64.74
|
|
|
(19
|
)
|
69.82
|
|
||
Non-vested at June 30, 2015
|
5,008
|
|
$
|
64.78
|
|
|
1,188
|
|
$
|
74.48
|
|
|
Pension Benefits
(1)
|
|
Other Retiree Benefits
(2)
|
||||||||||||
Years ended June 30
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
CHANGE IN BENEFIT OBLIGATION
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
(3)
|
$
|
17,053
|
|
|
$
|
14,514
|
|
|
$
|
5,505
|
|
|
$
|
5,289
|
|
Service cost
|
317
|
|
|
298
|
|
|
156
|
|
|
149
|
|
||||
Interest cost
|
545
|
|
|
590
|
|
|
240
|
|
|
256
|
|
||||
Participants' contributions
|
19
|
|
|
20
|
|
|
71
|
|
|
72
|
|
||||
Amendments
|
17
|
|
|
4
|
|
|
(325
|
)
|
|
(5
|
)
|
||||
Actuarial loss/(gain)
|
524
|
|
|
1,365
|
|
|
(399
|
)
|
|
(46
|
)
|
||||
Acquisitions
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
11
|
|
|
5
|
|
|
23
|
|
|
9
|
|
||||
Currency translation and other
|
(1,908
|
)
|
|
797
|
|
|
(134
|
)
|
|
20
|
|
||||
Benefit payments
|
(634
|
)
|
|
(540
|
)
|
|
(233
|
)
|
|
(239
|
)
|
||||
BENEFIT OBLIGATION AT END OF YEAR
(3)
|
$
|
15,951
|
|
|
$
|
17,053
|
|
|
$
|
4,904
|
|
|
$
|
5,505
|
|
CHANGE IN PLAN ASSETS
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
11,098
|
|
|
$
|
8,561
|
|
|
$
|
3,574
|
|
|
$
|
3,553
|
|
Actual return on plan assets
|
1,016
|
|
|
964
|
|
|
10
|
|
|
124
|
|
||||
Employer contributions
|
262
|
|
|
1,549
|
|
|
18
|
|
|
31
|
|
||||
Participants' contributions
|
19
|
|
|
20
|
|
|
71
|
|
|
72
|
|
||||
Currency translation and other
|
(1,156
|
)
|
|
544
|
|
|
(6
|
)
|
|
—
|
|
||||
ESOP debt impacts
(4)
|
—
|
|
|
—
|
|
|
36
|
|
|
33
|
|
||||
Benefit payments
|
(634
|
)
|
|
(540
|
)
|
|
(233
|
)
|
|
(239
|
)
|
||||
FAIR VALUE OF PLAN ASSETS AT END OF YEAR
|
$
|
10,605
|
|
|
$
|
11,098
|
|
|
$
|
3,470
|
|
|
$
|
3,574
|
|
FUNDED STATUS
|
$
|
(5,346
|
)
|
|
$
|
(5,955
|
)
|
|
$
|
(1,434
|
)
|
|
$
|
(1,931
|
)
|
(1)
|
Primarily non-U.S.-based defined benefit retirement plans.
|
(2)
|
Primarily U.S.-based other postretirement benefit plans.
|
(3)
|
For the pension benefit plans, the benefit obligation is the projected benefit obligation. For other retiree benefit plans, the benefit obligation is the accumulated postretirement benefit obligation.
|
(4)
|
Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits.
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||
Years ended June 30
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
CLASSIFICATION OF NET AMOUNT RECOGNIZED
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
276
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(39
|
)
|
|
(40
|
)
|
|
(20
|
)
|
|
(25
|
)
|
||||
Noncurrent liabilities
|
(5,583
|
)
|
|
(5,984
|
)
|
|
(1,414
|
)
|
|
(1,906
|
)
|
||||
NET AMOUNT RECOGNIZED
|
$
|
(5,346
|
)
|
|
$
|
(5,955
|
)
|
|
$
|
(1,434
|
)
|
|
$
|
(1,931
|
)
|
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI)
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
4,488
|
|
|
$
|
5,169
|
|
|
$
|
1,731
|
|
|
$
|
1,871
|
|
Prior service cost/(credit)
|
300
|
|
|
344
|
|
|
(346
|
)
|
|
(39
|
)
|
||||
NET AMOUNTS RECOGNIZED IN AOCI
|
$
|
4,788
|
|
|
$
|
5,513
|
|
|
$
|
1,385
|
|
|
$
|
1,832
|
|
|
Accumulated Benefit Obligation Exceeds the Fair Value of Plan Assets
|
|
Projected Benefit Obligation Exceeds the Fair Value of Plan Assets
|
||||||||||||
Years ended June 30
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Projected benefit obligation
|
$
|
13,411
|
|
|
$
|
14,229
|
|
|
$
|
14,057
|
|
|
$
|
15,325
|
|
Accumulated benefit obligation
|
11,918
|
|
|
12,406
|
|
|
12,419
|
|
|
13,279
|
|
||||
Fair value of plan assets
|
7,931
|
|
|
8,353
|
|
|
8,435
|
|
|
9,301
|
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||
Net actuarial loss
|
$
|
270
|
|
|
$
|
78
|
|
Prior service cost/(credit)
|
30
|
|
|
(52
|
)
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Discount rate
|
3.1
|
%
|
|
3.5
|
%
|
|
4.5
|
%
|
|
4.4
|
%
|
Rate of compensation increase
|
3.1
|
%
|
|
3.2
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care cost trend rates assumed for next year
|
N/A
|
|
|
N/A
|
|
|
6.8
|
%
|
|
6.8
|
%
|
Rate to which the health care cost trend rate is assumed to decline (ultimate trend rate)
|
N/A
|
|
|
N/A
|
|
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
2021
|
|
|
2021
|
|
(1)
|
Determined as of end of year.
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||
Years ended June 30
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Discount rate
|
3.5
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
|
4.4
|
%
|
|
4.8
|
%
|
|
4.3
|
%
|
Expected return on plan assets
|
7.2
|
%
|
|
7.2
|
%
|
|
7.3
|
%
|
|
8.3
|
%
|
|
8.3
|
%
|
|
8.3
|
%
|
Rate of compensation increase
|
3.2
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on the total service and interest cost components
|
$
|
81
|
|
|
$
|
(62
|
)
|
Effect on the accumulated postretirement benefit obligation
|
824
|
|
|
(642
|
)
|
|
Target Asset Allocation
|
|
Actual Asset Allocation at June 30
|
||||||||||||||
|
Pension Benefits
|
|
Other Retiree
Benefits
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||
Asset Category
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cash
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Debt securities
|
51
|
%
|
|
3
|
%
|
|
50
|
%
|
|
51
|
%
|
|
5
|
%
|
|
6
|
%
|
Equity securities
|
47
|
%
|
|
95
|
%
|
|
48
|
%
|
|
48
|
%
|
|
94
|
%
|
|
93
|
%
|
TOTAL
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Pension Benefits
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
Years ended June 30
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
ASSETS AT FAIR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
154
|
|
|
$
|
79
|
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
266
|
|
|
$
|
79
|
|
Collective fund - equity
|
—
|
|
|
—
|
|
|
5,054
|
|
|
5,336
|
|
|
—
|
|
|
—
|
|
|
5,054
|
|
|
5,336
|
|
||||||||
Collective fund - fixed income
|
—
|
|
|
—
|
|
|
5,162
|
|
|
5,539
|
|
|
—
|
|
|
—
|
|
|
5,162
|
|
|
5,539
|
|
||||||||
Other
|
4
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
139
|
|
|
123
|
|
|
144
|
|
||||||||
TOTAL ASSETS AT FAIR VALUE
|
$
|
158
|
|
|
$
|
84
|
|
|
$
|
10,328
|
|
|
$
|
10,875
|
|
|
$
|
119
|
|
|
$
|
139
|
|
|
$
|
10,605
|
|
|
$
|
11,098
|
|
|
Other Retiree Benefits
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
Years ended June 30
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
ASSETS AT FAIR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
36
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
30
|
|
Company stock
|
—
|
|
|
—
|
|
|
3,239
|
|
|
3,304
|
|
|
—
|
|
|
—
|
|
|
3,239
|
|
|
3,304
|
|
||||||||
Common collective fund - equity
|
—
|
|
|
—
|
|
|
17
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
18
|
|
||||||||
Common collective fund - fixed income
|
—
|
|
|
—
|
|
|
178
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
178
|
|
|
217
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||||
TOTAL ASSETS AT FAIR VALUE
|
$
|
36
|
|
|
$
|
30
|
|
|
$
|
3,434
|
|
|
$
|
3,539
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
3,470
|
|
|
$
|
3,574
|
|
Years ending June 30
|
Pension
Benefits
|
|
Other Retiree
Benefits
|
||||
EXPECTED BENEFIT PAYMENTS
|
|
|
|||||
2016
|
$
|
533
|
|
|
$
|
182
|
|
2017
|
542
|
|
|
196
|
|
||
2018
|
560
|
|
|
210
|
|
||
2019
|
572
|
|
|
223
|
|
||
2020
|
587
|
|
|
235
|
|
||
2021 - 2025
|
3,403
|
|
|
1,334
|
|
Shares in thousands
|
2015
|
|
2014
|
|
2013
|
|||
Allocated
|
42,044
|
|
|
44,465
|
|
|
45,535
|
|
Unallocated
|
7,228
|
|
|
8,474
|
|
|
9,843
|
|
TOTAL SERIES A
|
49,272
|
|
|
52,939
|
|
|
55,378
|
|
|
|
|
|
|||||
Allocated
|
23,074
|
|
|
22,085
|
|
|
21,278
|
|
Unallocated
|
34,096
|
|
|
35,753
|
|
|
37,300
|
|
TOTAL SERIES B
|
57,170
|
|
|
57,838
|
|
|
58,578
|
|
Years ended June 30
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
8,863
|
|
|
$
|
8,816
|
|
|
$
|
8,020
|
|
International
|
2,983
|
|
|
5,521
|
|
|
6,159
|
|
|||
TOTAL
|
$
|
11,846
|
|
|
$
|
14,337
|
|
|
$
|
14,179
|
|
Years ended June 30
|
2015
|
|
2014
|
|
2013
|
|||
U.S. federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Country mix impacts of foreign operations
|
(13.9
|
)%
|
|
(11.1
|
)%
|
|
(7.8
|
)%
|
Changes in uncertain tax positions
|
(0.8
|
)%
|
|
(1.6
|
)%
|
|
(1.9
|
)%
|
Impairment adjustments
|
—
|
%
|
|
—
|
%
|
|
0.6
|
%
|
Holding gain on joint venture buy-out
|
—
|
%
|
|
—
|
%
|
|
(1.5
|
)%
|
Venezuela deconsolidation charge
|
6.2
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
(1.9
|
)%
|
|
(1.2
|
)%
|
|
(1.6
|
)%
|
EFFECTIVE INCOME TAX RATE
|
24.6
|
%
|
|
21.1
|
%
|
|
22.8
|
%
|
Years ended June 30
|
2015
|
|
2014
|
|
2013
|
||||||
BEGINNING OF YEAR
|
$
|
1,437
|
|
|
$
|
1,600
|
|
|
$
|
1,773
|
|
Increases in tax positions for prior years
|
87
|
|
|
146
|
|
|
162
|
|
|||
Decreases in tax positions for prior years
|
(146
|
)
|
|
(296
|
)
|
|
(225
|
)
|
|||
Increases in tax positions for current year
|
118
|
|
|
142
|
|
|
188
|
|
|||
Settlements with taxing authorities
|
(250
|
)
|
|
(135
|
)
|
|
(195
|
)
|
|||
Lapse in statute of limitations
|
(27
|
)
|
|
(33
|
)
|
|
(98
|
)
|
|||
Currency translation
|
(123
|
)
|
|
13
|
|
|
(5
|
)
|
|||
END OF YEAR
|
$
|
1,096
|
|
|
$
|
1,437
|
|
|
$
|
1,600
|
|
Years ended June 30
|
2015
|
|
2014
|
||||
DEFERRED TAX ASSETS
|
|
|
|
||||
Pension and postretirement benefits
|
$
|
1,839
|
|
|
$
|
2,045
|
|
Loss and other carryforwards
|
1,014
|
|
|
1,211
|
|
||
Stock-based compensation
|
949
|
|
|
1,060
|
|
||
Advance payments
|
281
|
|
|
—
|
|
||
Accrued marketing and promotion
|
266
|
|
|
258
|
|
||
Unrealized loss on financial and foreign exchange transactions
|
183
|
|
|
352
|
|
||
Fixed assets
|
139
|
|
|
115
|
|
||
Inventory
|
49
|
|
|
35
|
|
||
Accrued interest and taxes
|
48
|
|
|
66
|
|
||
Goodwill and other intangible assets
|
25
|
|
|
49
|
|
||
Other
|
814
|
|
|
809
|
|
||
Valuation allowances
|
(324
|
)
|
|
(384
|
)
|
||
TOTAL
|
$
|
5,283
|
|
|
$
|
5,616
|
|
|
|
|
|
||||
DEFERRED TAX LIABILITIES
|
|
|
|
||||
Goodwill and other intangible assets
|
$
|
10,136
|
|
|
$
|
11,428
|
|
Fixed assets
|
1,590
|
|
|
1,665
|
|
||
Unrealized gain on financial and foreign exchange transactions
|
353
|
|
|
43
|
|
||
Other
|
149
|
|
|
101
|
|
||
TOTAL
|
$
|
12,228
|
|
|
$
|
13,237
|
|
Years ending June 30
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
||||||||||||
Purchase obligations
|
$
|
586
|
|
$
|
280
|
|
$
|
169
|
|
$
|
132
|
|
$
|
110
|
|
$
|
230
|
|
Years ending June 30
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
||||||||||||
Operating leases
|
$
|
249
|
|
$
|
225
|
|
$
|
210
|
|
$
|
194
|
|
$
|
177
|
|
$
|
562
|
|
•
|
Beauty, Hair and Personal Care
: Skin and Personal Care (Antiperspirant and Deodorant, Personal Cleansing, Skin Care); Cosmetics; Hair Care and Color; Prestige (SKII, Fragrances); Salon Professional;
|
•
|
Grooming
: Shave Care (Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Shave Care); Electronic Hair Removal;
|
•
|
Health Care
: Personal Health Care (Gastrointestinal, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care); Oral Care (Toothbrush, Toothpaste, Other Oral Care);
|
•
|
Fabric Care and Home Care
: Fabric Care (Laundry Additives, Fabric Enhancers, Laundry Detergents); Home Care (Air Care, Dish Care, Surface Care, P&G Professional); and
|
•
|
Baby, Feminine and Family Care
: Baby Care (Baby Wipes, Diapers and Pants); Feminine Care (Adult
|
*
|
% of sales by business unit excludes sales held in Corporate.
|
Global Segment Results
|
|
|
Net Sales
|
|
Earnings/(Loss)
from
Continuing
Operations
Before
Income Taxes
|
|
Net Earnings/(Loss) from Continuing Operations
|
|
Depreciation
and
Amortization
|
|
Total
Assets
|
|
Capital
Expenditures
|
||||||||||||
BEAUTY, HAIR AND PERSONAL CARE
|
2015
|
|
$
|
18,135
|
|
|
$
|
3,379
|
|
|
$
|
2,584
|
|
|
$
|
377
|
|
|
$
|
7,429
|
|
|
$
|
524
|
|
|
2014
|
|
19,507
|
|
|
3,530
|
|
|
2,739
|
|
|
394
|
|
|
8,576
|
|
|
502
|
|
||||||
|
2013
|
|
19,956
|
|
|
3,215
|
|
|
2,474
|
|
|
375
|
|
|
8,396
|
|
|
541
|
|
||||||
GROOMING
|
2015
|
|
7,441
|
|
|
2,374
|
|
|
1,787
|
|
|
540
|
|
|
23,090
|
|
|
372
|
|
||||||
|
2014
|
|
8,009
|
|
|
2,589
|
|
|
1,954
|
|
|
576
|
|
|
23,767
|
|
|
369
|
|
||||||
|
2013
|
|
8,038
|
|
|
2,458
|
|
|
1,837
|
|
|
603
|
|
|
23,971
|
|
|
378
|
|
||||||
HEALTH CARE
|
2015
|
|
7,713
|
|
|
1,700
|
|
|
1,167
|
|
|
202
|
|
|
5,212
|
|
|
218
|
|
||||||
|
2014
|
|
7,798
|
|
|
1,597
|
|
|
1,083
|
|
|
199
|
|
|
5,879
|
|
|
253
|
|
||||||
|
2013
|
|
7,684
|
|
|
1,582
|
|
|
1,093
|
|
|
191
|
|
|
5,933
|
|
|
248
|
|
||||||
FABRIC CARE AND HOME CARE
|
2015
|
|
22,277
|
|
|
4,061
|
|
|
2,635
|
|
|
547
|
|
|
7,155
|
|
|
986
|
|
||||||
|
2014
|
|
23,509
|
|
|
4,266
|
|
|
2,771
|
|
|
539
|
|
|
7,938
|
|
|
1,057
|
|
||||||
|
2013
|
|
23,395
|
|
|
4,379
|
|
|
2,835
|
|
|
544
|
|
|
7,658
|
|
|
985
|
|
||||||
BABY, FEMININE AND FAMILY CARE
|
2015
|
|
20,247
|
|
|
4,317
|
|
|
2,938
|
|
|
924
|
|
|
10,109
|
|
|
1,337
|
|
||||||
|
2014
|
|
20,950
|
|
|
4,310
|
|
|
2,940
|
|
|
908
|
|
|
10,946
|
|
|
1,317
|
|
||||||
|
2013
|
|
20,479
|
|
|
4,507
|
|
|
3,047
|
|
|
837
|
|
|
10,926
|
|
|
1,560
|
|
||||||
CORPORATE
(1)
|
2015
|
|
466
|
|
|
(3,985
|
)
|
|
(2,181
|
)
|
|
544
|
|
|
76,500
|
|
|
299
|
|
||||||
|
2014
|
|
737
|
|
|
(1,955
|
)
|
|
(169
|
)
|
|
525
|
|
|
87,160
|
|
|
350
|
|
||||||
|
2013
|
|
564
|
|
|
(1,962
|
)
|
|
(333
|
)
|
|
432
|
|
|
82,379
|
|
|
296
|
|
||||||
TOTAL COMPANY
|
2015
|
|
$
|
76,279
|
|
|
$
|
11,846
|
|
|
$
|
8,930
|
|
|
$
|
3,134
|
|
|
$
|
129,495
|
|
|
$
|
3,736
|
|
|
2014
|
|
80,510
|
|
|
14,337
|
|
|
11,318
|
|
|
3,141
|
|
|
144,266
|
|
|
3,848
|
|
||||||
|
2013
|
|
80,116
|
|
|
14,179
|
|
|
10,953
|
|
|
2,982
|
|
|
139,263
|
|
|
4,008
|
|
(1)
|
The Corporate reportable segment includes depreciation and amortization, total assets and capital expenditures of the Pet Care business prior to its divestiture during fiscal year 2015 and of the Batteries business.
|
|
|
Net Sales
|
|
Earnings Before Impairment Charges and Income Taxes
|
|
Impairment Charges
|
|
Income Tax Expense
|
|
Gain on Sale Before Income Taxes
|
|
Income Tax Expense on Sales
|
|
Net Earnings from Discontinued Operations
|
||||||||||||||
Batteries
|
2015
|
$
|
2,226
|
|
|
$
|
479
|
|
|
$
|
(2,174
|
)
|
|
$
|
(140
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,835
|
)
|
|
2014
|
2,552
|
|
|
548
|
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
|
389
|
|
|||||||
|
2013
|
2,465
|
|
|
513
|
|
|
—
|
|
|
(165
|
)
|
|
—
|
|
|
—
|
|
|
348
|
|
|||||||
Pet Care
|
2015
|
251
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
195
|
|
|
(142
|
)
|
|
49
|
|
|||||||
|
2014
|
1,475
|
|
|
130
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||||
|
2013
|
1,586
|
|
|
151
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
101
|
|
|||||||
Total
|
2015
|
$
|
2,477
|
|
|
$
|
479
|
|
|
$
|
(2,174
|
)
|
|
$
|
(144
|
)
|
|
$
|
195
|
|
|
$
|
(142
|
)
|
|
$
|
(1,786
|
)
|
|
2014
|
4,027
|
|
|
678
|
|
|
—
|
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
|
467
|
|
|||||||
|
2013
|
4,051
|
|
|
664
|
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
—
|
|
|
449
|
|
|
Batteries
|
|
Pet Care
|
||||
|
June 30, 2015
|
|
June 30, 2014
|
||||
Cash
|
$
|
25
|
|
|
$
|
—
|
|
Accounts receivable
|
245
|
|
|
—
|
|
||
Inventories
|
304
|
|
|
122
|
|
||
Prepaid expenses and other assets
|
28
|
|
|
14
|
|
||
Property, plant and equipment, net
|
496
|
|
|
441
|
|
||
Goodwill and intangible assets, net
|
2,389
|
|
|
2,258
|
|
||
Other noncurrent assets
|
23
|
|
|
14
|
|
||
Total assets held for sale
|
$
|
3,510
|
|
|
$
|
2,849
|
|
|
|
|
|
||||
Accounts payable
|
$
|
195
|
|
|
$
|
63
|
|
Accrued and other liabilities
|
194
|
|
|
13
|
|
||
Long-term debt
|
18
|
|
|
—
|
|
||
Noncurrent deferred tax liabilities
|
780
|
|
|
584
|
|
||
Total liabilities held for sale
|
$
|
1,187
|
|
|
$
|
660
|
|
Quarters Ended
|
|
|
Sep 30
|
|
Dec 31
|
|
Mar 31
|
|
Jun 30
|
|
Total Year
|
||||||||||
NET SALES
|
2014-2015
|
|
$
|
20,186
|
|
|
$
|
20,161
|
|
|
$
|
18,142
|
|
|
$
|
17,790
|
|
|
$
|
76,279
|
|
|
2013-2014
|
|
20,174
|
|
|
21,099
|
|
|
19,641
|
|
|
19,596
|
|
|
80,510
|
|
|||||
OPERATING INCOME
(1)
|
2014-2015
|
|
3,778
|
|
|
3,947
|
|
|
3,135
|
|
|
930
|
|
|
11,790
|
|
|||||
|
2013-2014
|
|
3,970
|
|
|
4,302
|
|
|
3,306
|
|
|
3,162
|
|
|
14,740
|
|
|||||
GROSS MARGIN
|
2014-2015
|
|
49.4
|
%
|
|
50.0
|
%
|
|
48.6
|
%
|
|
48.0
|
%
|
|
49.0
|
%
|
|||||
|
2013-2014
|
|
49.4
|
%
|
|
50.4
|
%
|
|
48.9
|
%
|
|
47.5
|
%
|
|
49.1
|
%
|
|||||
NET EARNINGS:
|
|||||||||||||||||||||
Net earnings from continuing operations
(1)
|
2014-2015
|
|
$
|
2,840
|
|
|
$
|
2,975
|
|
|
$
|
2,475
|
|
|
$
|
640
|
|
|
$
|
8,930
|
|
|
2013-2014
|
|
2,934
|
|
|
3,297
|
|
|
2,531
|
|
|
2,556
|
|
|
11,318
|
|
|||||
Net earnings/(loss) from discontinued operations
|
2014-2015
|
|
(820
|
)
|
|
(577
|
)
|
|
(287
|
)
|
|
(102
|
)
|
|
(1,786
|
)
|
|||||
|
2013-2014
|
|
123
|
|
|
175
|
|
|
105
|
|
|
64
|
|
|
467
|
|
|||||
Net earnings attributable to Procter & Gamble
|
2014-2015
|
|
1,990
|
|
|
2,372
|
|
|
2,153
|
|
|
521
|
|
|
7,036
|
|
|||||
|
2013-2014
|
|
3,027
|
|
|
3,428
|
|
|
2,609
|
|
|
2,579
|
|
|
11,643
|
|
|||||
DILUTED NET EARNINGS PER COMMON SHARE:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations
|
2014-2015
|
|
$
|
0.97
|
|
|
$
|
1.02
|
|
|
$
|
0.85
|
|
|
$
|
0.22
|
|
|
$
|
3.06
|
|
|
2013-2014
|
|
1.00
|
|
|
1.12
|
|
|
0.87
|
|
|
0.87
|
|
|
3.86
|
|
|||||
Earnings/(loss) from discontinued operations
|
2014-2015
|
|
(0.28
|
)
|
|
(0.20
|
)
|
|
(0.10
|
)
|
|
(0.04
|
)
|
|
(0.62
|
)
|
|||||
|
2013-2014
|
|
0.04
|
|
|
0.06
|
|
|
0.03
|
|
|
0.02
|
|
|
0.15
|
|
|||||
Net earnings
|
2014-2015
|
|
0.69
|
|
|
0.82
|
|
|
0.75
|
|
|
0.18
|
|
|
2.44
|
|
|||||
|
2013-2014
|
|
1.04
|
|
|
1.18
|
|
|
0.90
|
|
|
0.89
|
|
|
4.01
|
|
(1)
|
The Company recorded a one-time Venezuela deconsolidation charge of
$2.0 billion
before tax (
$2.1 billion
after tax) in the quarter-ended June 30, 2015. This impact is discussed more fully in Note 1.
|
(2)
|
Diluted net earnings per share is calculated on earnings attributable to Procter & Gamble.
|
Plan Category
|
(a)
Number of securities to be issued upon exercise of outstanding options,
warrants and rights
|
|
(b)
Weighted-average exercise
price of outstanding
options, warrants and
rights
|
|
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
||||
Equity compensation plans approved by security holders
(1)
|
|
|
|
|
|
||||
Options
|
254,163,681
|
|
|
|
$63.8297
|
|
|
(2)
|
|
Restricted Stock Units (RSUs)/Performance Stock Units (PSUs)
|
11,087,436
|
|
|
N/A
|
|
|
(2)
|
||
Equity compensation plans not approved by security holders
(3)
|
|
|
|
|
|
||||
Options
|
6,128,201
|
|
|
59.8356
|
|
|
(4)
|
||
|
|
|
|
|
|
||||
GRAND TOTAL
|
271,379,318
|
|
|
|
$63.7357
|
|
(5)
|
156,065,007
|
|
(1)
|
Includes The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 1993 Non-Employee Directors' Stock Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors' Stock Plan; The Procter & Gamble 2009 Stock and Incentive Compensation Plan; The Procter & Gamble 2013 Non-Employee Directors' Stock Plan; and The Procter & Gamble 2014 Stock and Incentive Compensation Plan.
|
(2)
|
Of the plans listed in (1), only The Procter & Gamble 2014 Stock and Incentive Compensation Plan allow for future grants of securities. The maximum number of shares that may be granted under this plan is 185 million shares. Stock options and stock appreciation rights are counted on a one for one basis while full value awards (such as RSUs and PSUs) will be counted as 5 shares for each share awarded. Total shares available for future issuance under this plan is 156 million.
|
(3)
|
Includes The Procter & Gamble Future Shares Plan and The Gillette Company 2004 Long-Term Incentive Plan.
|
(4)
|
None of the plans listed in (3) allow for future grants of securities.
|
(5)
|
Weighted average exercise price of outstanding options only.
|
1.
|
Financial Statements:
|
•
|
Management's Report on Internal Control over Financial Reporting
|
•
|
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
|
•
|
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
|
•
|
Consolidated Statements of Earnings - for years ended
June 30, 2015
,
2014
and
2013
|
•
|
Consolidated Statements of Other Comprehensive Income - for years ended
June 30, 2015
,
2014
and
2013
|
•
|
Consolidated Balance Sheets - as of
June 30, 2015
and
2014
|
•
|
Consolidated Statements of Shareholders' Equity - for years ended
June 30, 2015
,
2014
and
2013
|
•
|
Consolidated Statements of Cash Flows - for years ended
June 30, 2015
,
2014
and
2013
|
•
|
Notes to Consolidated Financial Statements
|
2.
|
Financial Statement Schedules:
|
Exhibit (2-1) -
|
|
|
Transaction Agreement dated as of July 8, 2015 among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. + **
|
|
|
|
|
Exhibit (3-1) -
|
|
|
Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011) (Incorporated by reference to Exhibit (3-1) of the Company's Form 10-Q for the quarter ended September 30, 2011).
|
|
|
|
|
(3-2) -
|
|
|
Regulations (as approved by the Board of Directors on October 14, 2014, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the Company's Form 10-Q for the quarter ended September 30, 2014).
|
|
|
|
|
Exhibit (4-1) -
|
|
|
Indenture, dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee. +
|
|
|
|
|
(4-2) -
|
|
|
Indenture, dated as of September 3, 2009, among Procter & Gamble International Funding SCA,
the Company and Deutsche Bank Trust Company Americas, as Trustee. +
|
|
|
|
|
Exhibit (10-1) -
|
|
|
The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended on August 17, 2007), which was originally adopted by shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended March 31, 2013), and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013).*
|
|
|
|
|
(10-2) -
|
|
|
The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-3) -
|
|
|
The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-4) -
|
|
|
The Procter & Gamble Deferred Compensation Plan for Directors (as amended December 12, 2006), which was originally adopted by the Board of Directors on September 9, 1980 (Incorporated by reference to Exhibit (10-4) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-5) -
|
|
|
The Procter & Gamble 1993 Non-Employee Directors' Stock Plan (as amended September 10, 2002), which was originally adopted by the shareholders at the annual meeting on October 11, 1994 (Incorporated by reference to Exhibit (10-5) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-6) -
|
|
|
The Procter & Gamble 1992 Stock Plan (Belgian Version) (as amended December 11, 2001), which was originally adopted by the Board of Directors on February 14, 1997 (Incorporated by reference to Exhibit (10-6) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-7) -
|
|
|
The Procter & Gamble Future Shares Plan (as adjusted for the stock split effective May 21, 2004), which was originally adopted by the Board of Directors on October 14, 1997.* +
|
|
|
|
|
(10-8) -
|
|
|
The Procter & Gamble 2003 Non-Employee Directors' Stock Plan (as amended in August 2007), which was originally adopted by the shareholders at the annual meeting on October 14, 2003, and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2012).*
|
|
|
|
|
(10-9) -
|
|
|
The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended December 31, 2013).*
|
|
|
|
|
(10-10) -
|
|
|
Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2014) and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
|
|
|
|
|
(10-11) -
|
|
|
Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended March 31, 2015).*
|
|
|
|
|
(10-12) -
|
|
|
Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2013).*
|
|
|
|
|
(10-13) -
|
|
|
The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007) (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2012).*
|
|
|
|
|
(10-14) -
|
|
|
The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-15) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-15) -
|
|
|
The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit (10-16) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012) .*
|
|
|
|
(10-16) -
|
|
|
The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-17) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-17) -
|
|
|
The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-18) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-18) -
|
|
|
The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-19) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-19) -
|
|
|
Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-20) -
|
|
|
The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-21) -
|
|
|
The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2011), and the Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
|
|
|
|
|
(10-22) -
|
|
|
The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December 31, 2013).*
|
|
|
|
|
(10-23) -
|
|
|
The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2014) and related terms and conditions (Incorporated by reference to Exhibit (10-24) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012). *
|
|
|
|
|
(10-24) -
|
|
|
The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit 10-3 of the Company's Form 10-Q for the quarter ended December 31, 2013). *
|
|
|
|
|
(10-25) -
|
|
|
The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 14, 2014 (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2014), and the Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2014 Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended March 31, 2015).*
|
|
|
|
|
(10-26) -
|
|
|
The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended December 31, 2014), and The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Related correspondence (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2014).*
|
|
|
|
|
Exhibit (12) -
|
|
|
Computation of Ratio of Earnings to Fixed Charges. +
|
|
|
|
|
Exhibit (21) -
|
|
|
Subsidiaries of the Registrant. +
|
|
|
|
|
Exhibit (23) -
|
|
|
Consent of Independent Registered Public Accounting Firm. +
|
|
|
|
|
Exhibit (31) -
|
|
|
Rule 13a-14(a)/15d-14(a) Certifications. +
|
|
|
|
|
Exhibit (32) -
|
|
|
Section 1350 Certifications. +
|
|
|
|
|
Exhibit (99-1) -
|
|
|
Summary of Directors and Officers Insurance Program. +
|
|
|
|
|
101.INS (1)
|
|
|
XBRL Instance Document
|
101.SCH (1)
|
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL (1)
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF (1)
|
|
|
XBRL Taxonomy Definition Linkbase Document
|
101.LAB (1)
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE (1)
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
(1
|
)
|
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
*
|
|
|
Compensatory plan or arrangement
|
+
|
|
|
Filed herewith.
|
**
|
|
|
Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementary to the Securities and Exchange Commission a copy of any omitted schedule or similar attachment upon request.
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
By
|
/s/ A.G. LAFLEY
|
|
(A.G. Lafley)
Chairman of the Board, President and Chief Executive Officer
|
|
August 7, 2015
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ A.G. LAFLEY
(A.G. Lafley)
|
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ JON R. MOELLER
(Jon R. Moeller)
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ VALARIE L. SHEPPARD
(Valarie L. Sheppard)
|
|
Senior Vice President, Comptroller & Treasurer (Principal Accounting Officer)
|
|
August 7, 2015
|
|
|
|
|
|
/s/ FRANCIS S. BLAKE
(Francis S. Blake)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ ANGELA F. BRALY
(Angela F. Braly)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ KENNETH I. CHENAULT
(Kenneth I. Chenault)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ SCOTT D. COOK
(Scott D. Cook)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ SUSAN DESMOND-HELLMANN
(Susan Desmond-Hellmann)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ TERRY J. LUNDGREN
(Terry J. Lundgren)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ W. JAMES MCNERNEY, JR.
(W. James McNerney, Jr.)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/S/ DAVID S. TAYLOR
(David S. Taylor) |
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ MARGARET C. WHITMAN
(Margaret C. Whitman)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ MARY AGNES WILDEROTTER
(Mary Agnes Wilderotter)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ PATRICIA A. WOERTZ
(Patricia A. Woertz)
|
|
Director
|
|
August 7, 2015
|
|
|
|
|
|
/
S
/ ERNESTO ZEDILLO
(Ernesto Zedillo)
|
|
Director
|
|
August 7, 2015
|
Exhibit (2-1) -
|
|
|
Transaction Agreement dated as of July 8, 2015 among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc.
|
|
|
|
|
Exhibit (3-1) -
|
|
|
Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011) (Incorporated by reference to Exhibit (3-1) of the Company's Form 10-Q for the quarter ended September 30, 2011).
|
|
|
|
|
(3-2) -
|
|
|
Regulations (as approved by the Board of Directors on October 14, 2014, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the Company's Form 10-Q for the quarter ended September 30, 2014).
|
|
|
|
|
Exhibit (4-1) -
|
|
|
Indenture, dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee.
|
|
|
|
|
(4-2) -
|
|
|
Indenture, dated as of September 3, 2009, among Procter & Gamble International Funding SCA,
the Company and Deutsche Bank Trust Company Americas, as Trustee.
|
|
|
|
|
Exhibit (10-1) -
|
|
|
The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended on August 17, 2007), which was originally adopted by shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended March 31, 2013), and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013).*
|
|
|
|
|
(10-2) -
|
|
|
The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-3) -
|
|
|
The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-4) -
|
|
|
The Procter & Gamble Deferred Compensation Plan for Directors (as amended December 12, 2006), which was originally adopted by the Board of Directors on September 9, 1980 (Incorporated by reference to Exhibit (10-4) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-5) -
|
|
|
The Procter & Gamble 1993 Non-Employee Directors' Stock Plan (as amended September 10, 2002), which was originally adopted by the shareholders at the annual meeting on October 11, 1994 (Incorporated by reference to Exhibit (10-5) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-6) -
|
|
|
The Procter & Gamble 1992 Stock Plan (Belgian Version) (as amended December 11, 2001), which was originally adopted by the Board of Directors on February 14, 1997 (Incorporated by reference to Exhibit (10-6) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-7) -
|
|
|
The Procter & Gamble Future Shares Plan (as adjusted for the stock split effective May 21, 2004), which was originally adopted by the Board of Directors on October 14, 1997.*
|
|
|
|
|
(10-8) -
|
|
|
The Procter & Gamble 2003 Non-Employee Directors' Stock Plan (as amended in August 2007), which was originally adopted by the shareholders at the annual meeting on October 14, 2003, and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2012).*
|
|
|
|
|
(10-9) -
|
|
|
The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended December 31, 2013).*
|
|
|
|
|
(10-10) -
|
|
|
Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2014) and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
|
|
|
|
|
(10-11) -
|
|
|
Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended March 31, 2015).*
|
|
|
|
|
(10-12) -
|
|
|
Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2013).*
|
|
|
|
|
(10-13) -
|
|
|
The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007) (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2012).*
|
|
|
|
|
(10-14) -
|
|
|
The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-15) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-15) -
|
|
|
The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit (10-16) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012) .*
|
|
|
|
(10-16) -
|
|
|
The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-17) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-17) -
|
|
|
The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-18) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-18) -
|
|
|
The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-19) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-19) -
|
|
|
Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-20) -
|
|
|
The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
|
|
(10-21) -
|
|
|
The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2011), and the Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
|
|
|
|
|
(10-22) -
|
|
|
The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December 31, 2013).*
|
|
|
|
|
(10-23) -
|
|
|
The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2014) and related terms and conditions (Incorporated by reference to Exhibit (10-24) of the Company's Annual Report on Form 10-K for the year ended June 30, 2012). *
|
|
|
|
|
(10-24) -
|
|
|
The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit 10-3 of the Company's Form 10-Q for the quarter ended December 31, 2013). *
|
|
|
|
|
(10-25) -
|
|
|
The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 14, 2014 (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2014), and the Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2014 Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended March 31, 2015).*
|
|
|
|
|
(10-26) -
|
|
|
The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended December 31, 2014), and The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Related correspondence (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2014).*
|
|
|
|
|
Exhibit (12) -
|
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
Exhibit (21) -
|
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
Exhibit (23) -
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
Exhibit (31) -
|
|
|
Rule 13a-14(a)/15d-14(a) Certifications.
|
|
|
|
|
Exhibit (32) -
|
|
|
Section 1350 Certifications.
|
|
|
|
|
Exhibit (99-1) -
|
|
|
Summary of Directors and Officers Insurance Program.
|
|
|
|
|
101.INS (1)
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH (1)
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL (1)
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF (1)
|
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
101.LAB (1)
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE (1)
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
(1
|
)
|
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
*
|
|
|
Compensatory plan or arrangement
|
I.
|
GALLERIA TRANSFER AND RESTRUCTURING; RECAPITALIZATION OF SPLITCO ................................................................................................................. 3
|
1.01
|
Transfer and Restructuring ........................................................................... 3
|
1.02
|
Transfer of Assets ......................................................................................... 3
|
1.03
|
Assumption of Liabilities ............................................................................. 4
|
1.04
|
Transfer of Excluded Assets; Excluded Liabilities ...................................... 4
|
1.05
|
Galleria Assets ................................................................................. 4
|
1.06
|
Galleria Liabilities ....................................................................................... 8
|
1.07
|
Termination of Intercompany Agreements; Settlement of Intercompany
|
Accounts ......................................................................................................
|
10
|
1.08
|
Transfers In Violation of Law or Required Consents .................................. 10
|
1.09
|
Retained Elements of Mercury Business ..................................................... 12
|
1.10
|
Evidence of Transfer of Galleria Assets and Galleria Liabilities ................. 12
|
1.11
|
Transfer of Excluded Assets and Assumption of Excluded Liabilities ........ 12
|
1.12
|
Galleria Transfer - Deliveries ....................................................................... 13
|
1.13
|
Recapitalization of SplitCo .......................................................................... 14
|
1.14
|
Waiver of Bulk-Sales Laws ......................................................................... 15
|
II.
|
THE DISTRIBUTION AND MERGER .................................................................. 15
|
2.01
|
Form and Manner of Distribution ................................................................ 15
|
2.02
|
The Distribution ........................................................................................... 16
|
2.03
|
Plan of Reorganization ................................................................................. 17
|
2.04
|
The Merger ................................................................................................... 17
|
2.05
|
Amendment of Acquiror’s Certificate ......................................................... 18
|
2.06
|
Closing of the Merger .................................................................................. 18
|
2.07
|
Conversion of Capital Stock in the Merger ................................................. 18
|
2.08
|
Exchange of Certificates .............................................................................. 19
|
2.09
|
Exchange Procedures ................................................................................... 19
|
2.10
|
No Further Ownership Rights in SplitCo Common Stock .......................... 20
|
2.11
|
No Fractional Shares .................................................................................... 20
|
2.12
|
Distributions With Respect To Unexchanged Shares .................................. 20
|
2.13
|
Withholding Rights ...................................................................................... 21
|
2.14
|
No Liability .................................................................................................. 21
|
2.15
|
Closing Date Adjustment - Cut-Off Date Working Capital ......................... 21
|
III.
|
REPRESENTATIONS AND WARRANTIES OF PARENT ................................... 22
|
3.01
|
Due Organization, Good Standing and Corporate Power ............................ 23
|
3.02
|
Authorization of Agreement ........................................................................ 23
|
3.03
|
Consents and Approvals; No Violations ...................................................... 23
|
3.04
|
Capital Structure; SplitCo ............................................................................ 24
|
3.05
|
Intellectual Property ..................................................................................... 25
|
3.06
|
Litigation ...................................................................................................... 26
|
3.07
|
Compliance With Laws ................................................................................ 26
|
3.08
|
Contracts ...................................................................................................... 26
|
3.09
|
Employees and Employee Benefits ............................................................. 28
|
3.10
|
Financial Statements; Absence of Changes; Undisclosed Liabilities .......... 31
|
3.11
|
Taxes ............................................................................................................ 33
|
3.12
|
Broker’s or Finder’s Fee .............................................................................. 33
|
3.13
|
Title to Properties; Security Interests ........................................................... 33
|
3.14
|
Sufficiency; Condition of Assets ................................................................. 33
|
3.15
|
Information To Be Supplied ......................................................................... 34
|
3.16
|
Real Property ............................................................................................... 35
|
3.17
|
Environmental Matters ................................................................................. 36
|
3.18
|
Mercury Business Perfume Oils .................................................................. 36
|
3.19
|
Ancillary Fragrances .................................................................................... 37
|
3.20
|
No Other Representations or Warranties; Disclaimer; Acknowledgement by Acquiror ....................................................................................................... 37
|
IV.
|
REPRESENTATIONS AND WARRANTIES OF ACQUIROR ............................. 38
|
4.01
|
Due Organization, Good Standing and Corporate Power ............................ 38
|
4.02
|
Authorization of Agreement ........................................................................ 39
|
4.03
|
Consents and Approvals; No Violations ...................................................... 39
|
4.04
|
Broker’s or Finder’s Fee .............................................................................. 39
|
4.05
|
Capitalization ............................................................................................... 40
|
4.06
|
Intellectual Property ..................................................................................... 41
|
4.07
|
Litigation ...................................................................................................... 42
|
4.08
|
Compliance With Laws ................................................................................ 42
|
4.09
|
Contracts ...................................................................................................... 43
|
4.10
|
Employee Benefits ....................................................................................... 45
|
4.11
|
Acquiror SEC Filings; Financial Statements; Absence of Changes; Undisclosed Liabilities ..................................................................................................... 46
|
4.12
|
Taxes ............................................................................................................ 47
|
4.13
|
Title to Properties; Security Interests ............................................................ 48
|
4.14
|
Information To Be Supplied ......................................................................... 48
|
4.15
|
Voting Requirements; Board Approval ........................................................ 48
|
4.16
|
Fairness Opinion .......................................................................................... 48
|
4.17
|
Real Property ............................................................................................... 49
|
4.18
|
Environmental Matters ................................................................................. 49
|
4.19
|
No Other Representations or Warranties; Acknowledgment by
|
Parent ...........................................................................................................
|
50
|
V.
|
COVENANTS ......................................................................................................... 50
|
5.01
|
Conduct of Galleria Business Pending the Closing ..................................... 50
|
5.02
|
Further Assurances; Efforts To Obtain Consents; Antitrust
|
Clearance ......................................................................................................
|
55
|
5.03
|
Public Announcements ................................................................................. 58
|
5.04
|
Notification of Certain Matters .................................................................... 59
|
5.05
|
Financial Statements .................................................................................... 59
|
5.06
|
Conduct of Acquiror Pending The Closing .................................................. 59
|
5.07
|
Access .......................................................................................................... 62
|
5.08
|
Acquiror Stockholder Consent; Preparation of SEC Filings ....................... 64
|
5.09
|
No Solicitation ............................................................................................. 65
|
5.10
|
NYSE Listing ............................................................................................... 68
|
5.11
|
Required Amendments ................................................................................. 68
|
5.12
|
Capital Transactions ..................................................................................... 68
|
5.13
|
Agreement for Exchange of Information ..................................................... 72
|
5.14
|
Privileged Matters ........................................................................................ 73
|
5.15
|
Restriction on Hiring .................................................................................... 74
|
5.16
|
Intellectual Property Assignment/Recordation ............................................ 75
|
5.17
|
Use of Parent Names and Marks .................................................................. 76
|
5.18
|
Removal of Tangible Assets ......................................................................... 77
|
5.19
|
Works Council Cooperation ......................................................................... 78
|
5.20
|
Insurance Matters ......................................................................................... 79
|
5.21
|
Restructuring of Galleria Business; Transition Plan .................................... 80
|
5.22
|
Confidentiality ............................................................................................. 83
|
5.23
|
Certain Material Contracts ........................................................................... 84
|
5.24
|
Mercury Business Perfume Oils .................................................................. 86
|
5.25
|
Ancillary Fragrances .................................................................................... 86
|
5.26
|
Continuing Employee Restrictions .............................................................. 87
|
5.27
|
Facilities Split Plan ...................................................................................... 88
|
5.28
|
Wind-down of Max Factor Gold Business .................................................. 88
|
5.29
|
Diamond Technology ................................................................................... 88
|
5.30
|
Non-Compete Restrictions ........................................................................... 88
|
VI.
|
EMPLOYEE MATTERS ......................................................................................... 90
|
6.01
|
Identification of Employees ......................................................................... 90
|
6.02
|
Continuity of Employment .......................................................................... 91
|
6.03
|
Establishing Galleria Group Plans ............................................................... 92
|
6.04
|
Terms of Employment .................................................................................. 93
|
6.05
|
Bonuses and Incentives ................................................................................ 98
|
6.06
|
Credit for Service with Parent ...................................................................... 98
|
6.07
|
Workers’ Compensation ............................................................................... 99
|
6.08
|
WARN Act ................................................................................................... 99
|
6.09
|
Miscellaneous .............................................................................................. 99
|
VII.
|
CONDITIONS ......................................................................................................... 100
|
7.01
|
Joint Conditions ........................................................................................... 100
|
7.02
|
Conditions to the Obligation of Acquiror .................................................... 101
|
7.03
|
Conditions to the Obligation of Parent ........................................................ 102
|
7.04
|
Additional Conditions to Each Party’s Obligation To Effect the
|
Merger ..........................................................................................................
|
104
|
7.05
|
Frustration of Conditions ............................................................................. 104
|
VIII.
|
TERMINATION AND ABANDONMENT ............................................................. 104
|
8.01
|
Basis for Termination ................................................................................... 104
|
8.02
|
Notice of Termination; Return of Documents; Continuing Confidentiality Obligation .................................................................................................... 105
|
8.03
|
Effect of Termination ................................................................................... 106
|
IX.
|
MUTUAL RELEASES; INDEMNIFICATION ...................................................... 106
|
9.01
|
Release of Pre-Business Transfer Time Claims ........................................... 106
|
9.02
|
Indemnification by Acquiror and the Galleria Group .................................. 107
|
9.03
|
Indemnification by Parent ............................................................................ 108
|
9.04
|
Calculation and Other Provisions Relating to Indemnity Payments ............ 108
|
9.05
|
Procedures for Defense, Settlement and Indemnification of Claims ........... 110
|
9.06
|
Additional Matters ....................................................................................... 112
|
9.07
|
Exclusive Remedy ....................................................................................... 113
|
X.
|
MISCELLANEOUS ................................................................................................ 114
|
10.01
|
Non-Survival of Representations and Warranties ........................................ 114
|
10.02
|
Expenses ...................................................................................................... 114
|
10.03
|
Entire Agreement ......................................................................................... 117
|
10.04
|
Governing Law; Jurisdiction; Waiver of Jury Trial ..................................... 117
|
10.05
|
Notices ......................................................................................................... 118
|
10.06
|
Amendments and Waivers ........................................................................... 119
|
10.07
|
No Third-Party Beneficiaries ....................................................................... 120
|
10.08
|
Assignability ................................................................................................ 120
|
10.09
|
Construction ................................................................................................. 120
|
10.10
|
Severability .................................................................................................. 121
|
10.11
|
Counterparts ................................................................................................. 121
|
10.12
|
Specific Performance ................................................................................... 121
|
10.13
|
Disclosure Letters ........................................................................................ 122
|
10.14
|
Waiver .......................................................................................................... 122
|
10.15
|
Dispute Resolution ....................................................................................... 122
|
10.16
|
Obligations of Affiliates ............................................................................... 123
|
10.17
|
No Recourse Against Debt Financing Sources ............................................ 123
|
XI.
|
DEFINITIONS ......................................................................................................... 123
|
Exhibit A
|
Acquiror Certificate
|
Exhibit B-1
|
Parent Transaction Announcement
|
Exhibit B-2
|
Acquiror Transaction Announcement
|
Exhibit C
|
Stockholder Consent
|
Exhibit D
|
Transition Services
|
Exhibit E
|
Minimum Tender Condition Formula
|
Exhibit F
|
Target Working Capital Statement
|
Exhibit G
|
Cut-Off Date Adjustment Statement Format
|
Exhibit H
|
Tax Matters Agreement
|
Exhibit I
|
Transition Services Agreement
|
Exhibit J
|
Form of Acquiror Letter of Representation
|
Exhibit K
|
Form of Parent Letter of Representation
|
Exhibit L
|
Galleria Commitment Letter
|
Exhibit M
|
Acquiror Commitment Letter
|
Exhibit N-1
|
Parent Shared Technology License Agreement
|
Exhibit N-2
|
SplitCo Shared Technology License Agreement
|
Exhibit O-1
|
Parent Trademark License Agreement
|
Exhibit O-2
|
SplitCo Trademark License Agreement
|
Exhibit P
|
Form of Coexistence Agreement
|
Exhibit Q
|
Sample Calculation of Fully Diluted Basis
|
Schedule 1.05(a)(i)
|
Galleria Business Equipment
|
Schedule 1.05(a)(iii)
|
Galleria Facilities
|
Schedule 1.05(a)(iv)
|
Galleria Entities
|
Schedule 1.05(a)(vii)
|
Galleria IP Assets
|
Schedule 1.05(a)(x)
|
Galleria Software
|
Schedule 1.05(a)(xiii)
|
Galleria Business Acquired Plan Assets
|
Schedule 1.05(a)(xix)
|
Galleria Bank Accounts
|
Schedule 1.05(b)(i)
|
Excluded Assets
|
Schedule 1.05(b)(ii)
|
Excluded IP Assets
|
Schedule 1.06(a)(xi)
|
Assumed Liabilities
|
Schedule 1.06(b)(i)
|
Excluded Liabilities
|
Schedule 1.09
|
Retained Elements of the Mercury Business
|
Section 1.10
|
Parent Transfer Documents
|
Section 3.03
|
Consents and Approvals
|
Section 3.05
|
Intellectual Property
|
Section 3.06
|
Litigation
|
Section 3.07
|
Compliance With Laws
|
Section 3.08(a)
|
Galleria Material Contracts
|
Section 3.08(b)
|
Shared Business Contracts
|
Section 3.08(c)
|
Enforceability / Absence of Breach
|
Section 3.08(d)
|
Contracts to be Provided
|
Section 3.09
|
Employee Matters
|
Section 3.10
|
Financial Statements
|
Section 3.11
|
Tax Matters
|
Section 3.14
|
Sufficiency; Condition of Assets
|
Section 3.16
|
Real Property
|
Section 3.17
|
Environmental Matters
|
Section 3.18(a)
|
Exclusive Third-Party Perfume Oils
|
Section 3.18(b)
|
Exclusive Parent Perfume Oils
|
Section 3.19(a)(i)
|
Exclusive Third-Party Ancillary Fragrances
|
Section 3.19(a)(ii)
|
Non-Exclusive Third-Party Ancillary Fragrances
|
Section 3.19(b)(i)
|
Exclusive Parent Ancillary Fragrances
|
Section 3.19(b)(ii)
|
Non-Exclusive Parent Ancillary Fragrances
|
Section 5.01
|
Conduct of Galleria Business Pending the Closing
|
Section 5.13(c)
|
Marketing Activities
|
Section 5.21(f)
|
Excluded Technologies
|
Section 5.30(a)(iii)
|
Non-Compete Restrictions
|
Section 5.30(b)(iii)
|
Parent Out-of-Scope Products
|
Section 6.01
|
Identification of Employees
|
Section 6.04(b)(i)
|
Compensation and Benefits
|
Section 6.04(c)
|
Severance
|
Section 6.04(g)
|
Expatriate Packages
|
Section 6.04(h)
|
Localized Employees
|
Section 7.01(c)
|
Notifications
|
Section 10.02
|
Transition Process
|
Section 11.01(a)
|
Knowledge of Parent
|
Section 11.01(b)
|
Accounting Principles
|
Section 11.01(d)
|
Excluded Employees
|
Section 4.03
|
Consents and Approvals; No Violations
|
Section 4.06
|
Intellectual Property
|
Section 4.07
|
Litigation
|
Section 4.08
|
Compliance With Laws
|
Section 4.09
|
Contracts
|
Section 4.10
|
Employee Benefits
|
Section 4.17
|
Real Property
|
Section 4.19
|
Environmental Matters
|
Section 5.06
|
Conduct of Acquiror Pending The Closing
|
Section 8.01
|
Acquiror Stockholder Consent
|
Section 11.01(a)
|
Knowledge
|
Section 11.01(c)
|
Acquiror MAE
|
(x)
|
in the case of clause (i) above, at least one of the following must also be true:
|
(y)
|
in the case of clause (ii) above, at least one of the following must also be true:
|
(z)
|
in the case of clauses (iii), (iv), (v) and (vi), the Minimum Price Decline Requirement shall have occurred (
provided
, that for purposes of this clause (z), the only measurement dates for the Minimum Price Decline Requirement will be (1) the 45
th
trading day after the Disclosure Date and (2) if the Disclosure Date is less than 45 Trading Days prior to the Commencement Date, the Commencement Date).
|
Year
|
Redemption Price
|
Year
|
Redemption Price
|
Year
|
Redemption Price For Redemption Through Operation of the Sinking Fund
|
Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund
|
Year
|
Redemption Price
|
Year
|
Redemption Price
|
Year
|
Redemption Price For Redemption Through Operation of the Sinking Fund
|
Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund
|
2.1
|
“Affiliate”
means any entity in which the Company has an ownership interest of fifty percent (50%) or more.
|
2.2
|
“Award”
means a grant of an Option, a Modified Option, an SAR, or a Modified SAR under the Plan.
|
2.3
|
“Board”
or
“Board of Directors”
means the Board of Directors of the Company.
|
2.4
|
“Code”
means the Internal Revenue Code of 1986 and the regulations thereunder, as amended from time to time.
|
2.5
|
“Committee”
means the Compensation Committee of the Board or such other committee appointed by the Board to administer the Plan.
|
2.6
|
“Common Stock”
means the common stock, without par value, of the Company.
|
2.7
|
“Company”
means The Procter & Gamble Company, an Ohio corporation, and any successor thereto.
|
2.8
|
“Disability”
or
“Disabled”
shall mean qualifying for benefits under a long-term disability pay plan maintained by the Company or any Affiliate, or as required by or available under applicable local law, or in the absence of any such plan or local law, as determined by the Committee.
|
2.9
|
“Employee”
means a full- or part-time employee on the regular payroll of the Company or any Affiliate as of the Grant Date of an Award. For purposes of this definition, “on the regular
|
2.10
|
“Fair Market Value”
means, unless determined otherwise by the Committee, the average of the high and low prices of a share of Common Stock on the New York Stock Exchange on the date of measurement as determined by the Committee, and if there were no trades on such date, on the day on which a trade occurred next preceding such date, or as otherwise determined by the Committee.
|
2.11
|
“Grant Date”
means such date, as determined by the Committee, upon which Awards are granted to Participants pursuant to the terms of this Plan.
|
2.12
|
“Modified Option”
means an Option that must be exercised on the fifth anniversary of the Grant Date or forfeited.
|
2.13
|
“Modified SAR”
means an SAR that must be exercised on the fifth anniversary of the Grant Date or forfeited.
|
2.14
|
“Option”
means a right to purchase a specified number of shares of Common Stock at the Option Price, which is not intended to qualify under Code Section 422 as an Incentive Stock Option, except as otherwise provided in Section 6.1(k).
|
2.15
|
“Option Price”
means the price at which a share of Common Stock may be purchased by a Participant pursuant to an Option or a Modified Option.
|
2.16
|
“Participant”
means an Employee who has been selected by the Committee in its sole discretion to receive an Award or who has outstanding an Award granted under the Plan.
|
2.17
|
“Retirement”
means, strictly for purposes of this Plan, the termination of employment on or after the date the Participant has attained age fifty-five (55), except as otherwise determined by the Committee.
|
2.18
|
“SAR”
means an Award pursuant to which the Participant receives a right to a cash settlement payment upon exercise equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the Fair Market Value of one share of Common Stock on the Grant Date of the SAR, multiplied by the number of SARs granted.
|
2.19
|
“Special Separation”
means any termination of employment, except a termination for cause or a voluntary resignation that is not initiated or encouraged by the Company, that occurs prior to the time a recipient is eligible to retire.
|
2.20
|
“Spread Value”
means the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the Fair Market Value of one share of Common Stock on the Grant Date, multiplied by the number of shares of Common Stock underlying the Award.
|
|
Years ended June 30
|
||||||||||||||||||
Amounts in millions
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
EARNINGS, AS DEFINED
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from operations before income taxes after eliminating undistributed earnings of equity method investees
|
$
|
11,843
|
|
|
$
|
14,320
|
|
|
$
|
14,270
|
|
|
$
|
12,111
|
|
|
$
|
14,305
|
|
Fixed charges (excluding capitalized interest)
|
842
|
|
|
928
|
|
|
899
|
|
|
1,000
|
|
|
1,052
|
|
|||||
TOTAL EARNINGS, AS DEFINED
|
$
|
12,685
|
|
|
$
|
15,248
|
|
|
$
|
15,169
|
|
|
$
|
13,111
|
|
|
$
|
15,357
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FIXED CHARGES, AS DEFINED
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (including capitalized interest)
|
$
|
693
|
|
|
$
|
789
|
|
|
$
|
754
|
|
|
$
|
844
|
|
|
$
|
888
|
|
1/3 of rental expense
|
166
|
|
|
174
|
|
|
171
|
|
|
176
|
|
|
170
|
|
|||||
TOTAL FIXED CHARGES, AS DEFINED
|
$
|
859
|
|
|
$
|
963
|
|
|
$
|
925
|
|
|
$
|
1,020
|
|
|
$
|
1,058
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RATIO OF EARNINGS TO FIXED CHARGES
|
14.8x
|
|
15.8x
|
|
16.4x
|
|
12.9x
|
|
14.5x
|
Agile Pursuits Franchising, Inc. [Ohio]
|
Agile Pursuits, Inc. [Ohio]
|
Arbora & Ausonia, S.L.U. [Spain]
|
Arbora, S.A. [Spain]
|
Arborinvest, S.A.U. [Spain]
|
Braun (Shanghai) Co., Ltd. [China]
|
Braun GmbH [Germany]
|
Braun-Gillette Immobilien GmbH & Co. KG [Germany]
|
Capella LLC [Russia]
|
Celtic Insurance Company, Inc. [Vermont]
|
Compania Giva, S.A. [Delaware]
|
Compania Procter & Gamble Mexico, S. de R.L. de C.V. [Mexico]
|
Compañia Quimica S.A. [Argentina]
|
Consumer Studies, Inc. [Massachusetts]
|
Corporativo Procter & Gamble, S. de R.L. de C.V. [Mexico]
|
Cosmetic Products Pty. Ltd. [Australia]
|
Cosmetic Suppliers Pty. Ltd. [Australia]
|
DDI Batteries Mexico S. de R.L. de C.V. [Mexico]
|
Detergent Products B.V. [Netherlands ]
|
Detergent Products SARL [Switzerland]
|
Detergenti S.A. [Romania]
|
Duracell (China) Ltd. [China]
|
Duracell Batteries B.V.B.A. [Belgium]
|
Duracell do Brasil Industria e Comercio Ltda. [Brazil]
|
Duracell Powermat, LLC [Delaware]
|
Escada Cosmetics Ltd. [Korea]
|
Eurocos Cosmetic GmbH [Germany]
|
Fameccanica Data S.p.A. [Italy]
|
Fameccanica Indùstria e Comèrcio Do Brasil LTDA. [Brazil]
|
Fameccanica Machinery (Shanghai) Co., Ltd. [China]
|
Fater S.p.A. [Italy]
|
Foreign Company "Procter & Gamble" [Belarus]
|
Fountain Square Music Publishing Co., Inc. [Ohio]
|
FPG Oleochemicals Sdn. Bhd. [Malaysia]
|
Galleria Co. [Delaware]
|
Gillette (China) Ltd. [China]
|
Gillette (Shanghai) Ltd. [China]
|
Gillette Australia Pty. Ltd. [Australia]
|
Gillette Canada Holdings, Inc. [Delaware]
|
Gillette China Investment, LLC [Delaware]
|
Gillette Commercial Operations North America [Massachusetts]
|
Gillette de Mexico, Inc. [Delaware]
|
Gillette del Uruguay, S.A. [Uruguay]
|
Gillette Distribution Ltd. [Egypt]
|
Gillette Diversified Operations Pvt. Ltd. [India]
|
Gillette Dominicana, S.A. [Dominican Republic]
|
Gillette Egypt S.A.E. [Egypt]
|
Gillette Group UK Ltd [U.K.]
|
Gillette Gruppe Deutschland GmbH & Co. oHG [Germany]
|
Gillette Holding Company, Inc. [Delaware]
|
Gillette Holding GmbH [Germany]
|
Gillette India Limited [India]
|
Gillette Industries Ltd. [U.K.]
|
Gillette International B.V. [Netherlands ]
|
Gillette Latin America Holding B.V. [Netherlands ]
|
Gillette Management LLC [Delaware]
|
Gillette Nova Scotia Company [Canada]
|
Gillette Pakistan Limited [Pakistan]
|
Gillette Poland International Sp. z.o.o. [Poland]
|
Gillette Poland S.A. [Poland]
|
Gillette Products Private Limited [India]
|
Gillette U.K. Limited [U.K.]
|
Giorgio Beverly Hills, Inc. [Delaware]
|
Go Unlimited LLC [Delaware]
|
Graham Webb International, Inc. [Delaware]
|
Gresham Cosmetics Pty. Ltd. [Australia]
|
Hyginett KFT [Hungary]
|
iMFLUX Inc. [Delaware]
|
Industries Marocaines Modernes SA [Morocco]
|
Labocos S.r.l. [Italy]
|
Laboratorios Vicks, S.L.U. [Spain]
|
Liberty Street Music Publishing Company, Inc. [Ohio]
|
Limited Liability Company 'Procter & Gamble Trading Ukraine' [Ukraine]
|
LLC "Gillette Group" [Russia]
|
LLC "Procter & Gamble Novomoskovsk" [Russia]
|
LLL "Procter & Gamble Distributorskaya Compania" [Russia]
|
"Procter & Gamble Services Company" LLC [Russia]
|
"Procter & Gamble" LLC [Russia]
|
Marcvenca Inversiones, C.A. [Venezuela]
|
Metropolitan Cosmetics GmbH [Germany]
|
Mining Consultants (India) Private Ltd. [India]
|
Modern Industries Company - Dammam [Saudi Arabia]
|
Modern Products Company - Jeddah [Saudi Arabia]
|
New Chapter Canada Inc. [Canada]
|
New Chapter, Inc. [Delaware]
|
Nexus Mercantile Private Ltd. [India]
|
Nioxin Management, Inc. [Georgia]
|
Nioxin Research Laboratories, Inc. [Georgia]
|
Noxell Corporation [Maryland]
|
Olay LLC [Puerto Rico]
|
Ondal France SARL [France]
|
Oral-B Laboratories Dublin LLC [Delaware]
|
Oral-B Laboratories Newbridge LLC [Delaware]
|
Oral-B Laboratories, G.P. [Delaware]
|
P&G Asia Investments, LLC [Ohio]
|
P&G Distribution Morocco SAS [Morocco]
|
P&G Industrial Peru S.R.L. [Peru]
|
P&G Innovation Godo Kaisha [Japan]
|
P&G Israel M.D.O. Ltd. [Israel]
|
P&G Japan Holdings Godo Kaisha [Japan]
|
P&G K.K. [Japan]
|
P&G Max Factor Godo Kaisha [Japan]
|
P&G Northeast Asia Pte. Ltd. [Singapore]
|
P&G Prestige Products GmbH [Germany]
|
P&G Prestige Products Ltd. [U.K.]
|
P&G Prestige Products N.V. [Belgium]
|
P&G Prestige Products, Inc. [Connecticut]
|
P&G Prestige Service GmbH [Germany]
|
P&G South African Trading (Pty.) Ltd. [South Africa]
|
P&G-Clairol, Inc. [Delaware]
|
Parfums Rochas S.A.S. [France]
|
PGIO S.A. Agencia en Chile [Chile]
|
PGT Health Care (Zhejiang) Limited [China]
|
PGT Healthcare LLP [Delaware]
|
Phase II Holdings Corporation [Philippines]
|
PPI ZAO [Russia]
|
PPS Hairwear Australia Pty. Ltd. [Australia]
|
Procter & Gamble (Chengdu) Ltd. [China]
|
Procter & Gamble (China) Ltd. [China]
|
Procter & Gamble (China) Sales Co., Ltd. [China]
|
Procter & Gamble (East Africa) Limited [Kenya]
|
Procter & Gamble (Egypt) Manufacturing Company [Egypt]
|
Procter & Gamble (Enterprise Fund) Limited [U.K.]
|
Procter & Gamble (Guangzhou) Consumer Products Co., Ltd. [China]
|
Procter & Gamble (Guangzhou) Enterprise Management Service Company Limited [China]
|
Procter & Gamble (Guangzhou) Ltd. [China]
|
Procter & Gamble (Health & Beauty Care) Limited [U.K.]
|
Procter & Gamble (Jiangsu) Ltd. [China]
|
Procter & Gamble (L&CP) Limited [U.K.]
|
Procter & Gamble (Malaysia) Sdn Bhd [Malaysia]
|
Procter & Gamble (Manufacturing) Ireland Limited [Ireland]
|
Procter & Gamble (Shanghai) International Trade Company Ltd. [China]
|
Procter & Gamble (Singapore) Pte. Ltd. [Singapore]
|
Procter & Gamble Acquisition GmbH [Germany]
|
Procter & Gamble Algeria EURL [Algeria]
|
Procter & Gamble Amazon Holding B.V. [Netherlands ]
|
Procter & Gamble Amiens S.A.S. [France]
|
Procter & Gamble Argentina SRL [Argentina]
|
Procter & Gamble Asia Holding B.V. [Netherlands ]
|
Procter & Gamble Asia Pte. Ltd. [Singapore]
|
Procter & Gamble Asia Pte. Ltd. [Philippines]
|
Procter & Gamble Asnieres S.A.S. [France]
|
Procter & Gamble Australia Proprietary Limited [Australia]
|
Procter & Gamble Azerbaijan Services LLC [Azerbaijan]
|
Procter & Gamble Bangladesh Private Ltd. [Bangladesh]
|
Procter & Gamble Blois S.A.S. [France]
|
Procter & Gamble Braun de Mexico Holding, LLC [Ohio]
|
Procter & Gamble Brazil Holdings B.V. [Netherlands ]
|
Procter & Gamble Bulgaria EOOD [Bulgaria]
|
Procter & Gamble Business Services Canada Company [Canada]
|
Procter & Gamble Canada Holding B.V. [Netherlands ]
|
Procter & Gamble Chile Holding Ltda. [Chile]
|
Procter & Gamble Chile Limitada [Chile]
|
Procter & Gamble Chile, Inc. [Ohio]
|
Procter & Gamble Colombia Ltda. [Colombia]
|
Procter & Gamble Commercial de Cuba, S.A. [Cuba]
|
Procter & Gamble Commercial LLC [Puerto Rico]
|
Procter & Gamble Czech Holding B.V. [Netherlands ]
|
Procter & Gamble Czech Republic s.r.o. [Czech Republic]
|
Procter & Gamble d.o.o. za trgovinu [Croatia]
|
Procter & Gamble Danmark ApS [Denmark]
|
Procter & Gamble de Venezuela, S.C.A. [Venezuela]
|
Procter & Gamble de Venezuela, S.R.L. [Venezuela]
|
Procter & Gamble Detergent (Beijing) Ltd. [China]
|
Procter & Gamble Distributing (Philippines) Inc. [Philippines]
|
Procter & Gamble Distributing New Zealand Limited [New Zealand]
|
Procter & Gamble Distribution Company (Europe) BVBA [Belgium]
|
Procter & Gamble Distribution S.R.L. [Romania]
|
Procter & Gamble do Brasil S/A [Brazil]
|
Procter & Gamble do Brazil, LLC [Delaware]
|
Procter & Gamble do Nordeste S/A [Brazil]
|
Procter & Gamble DS Polska Sp. z o.o. [Poland]
|
Procter & Gamble Eastern Europe, LLC [Ohio]
|
Procter & Gamble Ecuador Cia. Ltda. [Ecuador]
|
Procter & Gamble Egypt [Egypt]
|
Procter & Gamble Egypt Distribution [Egypt]
|
Procter & Gamble Egypt Holding [Egypt]
|
Procter & Gamble Egypt Supplies [Egypt]
|
Procter & Gamble Energy Company LLC [Ohio]
|
Procter & Gamble España, S.A. [Spain]
|
Procter & Gamble Europe SA [Switzerland]
|
Procter & Gamble Export Operations SARL [Switzerland]
|
Procter & Gamble Exports, LLC [Delaware]
|
Procter & Gamble Far East, Inc. [Ohio]
|
Procter & Gamble Finance (U.K.) Ltd. [U.K.]
|
Procter & Gamble Finance Management S.a.r.l. [Luxembourg]
|
Procter & Gamble Financial Services S.a.r.l. [Luxembourg]
|
Procter & Gamble Finland OY [Finland]
|
Procter & Gamble France S.A.S. [France]
|
Procter & Gamble Germany GmbH [Germany]
|
Procter & Gamble Germany GmbH & Co. Operations oHG [Germany]
|
Procter & Gamble GmbH [Germany]
|
Procter & Gamble Grundstucks-und Vermogensverwaltungs GmbH & Co. KG [Germany]
|
Procter & Gamble Gulf FZE [United Arab Emirates]
|
Procter & Gamble Hair Care, LLC [Delaware]
|
Procter & Gamble Hellas Ltd. [Greece]
|
Procter & Gamble Holding (Thailand) Limited [Thailand]
|
Procter & Gamble Holding France S.A.S. [France]
|
Procter & Gamble Holding GmbH [Germany]
|
Procter & Gamble Holding S.r.l. [Italy]
|
Procter & Gamble Holdings (UK) Ltd. [U.K.]
|
Procter & Gamble Home Products Private Limited [India]
|
Procter & Gamble Hong Kong Investment, Limited [Hong Kong]
|
Procter & Gamble Hong Kong Limited [Hong Kong]
|
Procter & Gamble Hungary Wholesale Trading Partnership (KKT) [Hungary]
|
Procter & Gamble Hygiene & Health Care Limited [India]
|
Procter & Gamble Inc. [Canada]
|
Procter & Gamble India Holdings B.V. [Netherlands ]
|
Procter & Gamble India Holdings, Inc. [Ohio]
|
Procter & Gamble Indochina Limited Company [Vietnam]
|
Procter & Gamble Industrial Colombia Ltda. [Colombia]
|
Procter & Gamble Industrial e Comercial Ltda. [Brazil]
|
Procter & Gamble Industrial - 2012 C.A. [Venezuela]
|
Procter & Gamble Industrial S.C.A. [Venezuela]
|
Procter & Gamble Interamericas de Costa Rica, Limitada [Costa Rica]
|
Procter & Gamble Interamericas de El Salvador, Limitada de Capital Variable [El Salvador]
|
Procter & Gamble Interamericas de Guatemala, Limitada [Guatemala]
|
Procter & Gamble Interamericas de Panama, S. de R.L. [Panama]
|
Procter & Gamble International Funding SCA [Luxembourg]
|
Procter & Gamble International Operations Pte. Ltd. [Singapore]
|
Procter & Gamble International Operations S.A. [Switzerland]
|
Procter & Gamble International Operations SA-ROHQ [Philippines]
|
Procter & Gamble International S.a.r.l. [Luxembourg]
|
Procter & Gamble Investment Company (UK) Ltd. [U.K.]
|
Procter & Gamble Investment GmbH [Germany]
|
Procter & Gamble Italia, S.p.A. [Italy]
|
Procter & Gamble Japan K.K. [Japan]
|
Procter & Gamble Kazakhstan LLP [Kazakhstan]
|
Procter & Gamble Korea IE, Co. [Korea]
|
Procter & Gamble Korea Inc. [Korea]
|
Procter & Gamble Korea S&D Co. [Korea]
|
Procter & Gamble Lanka Private Ltd. [Sri Lanka]
|
Procter & Gamble Leasing LLC [Ohio]
|
Procter & Gamble Levant S.A.L. [Lebanon]
|
Procter & Gamble Limited [U.K.]
|
Procter & Gamble Manufactura, S. de R.L. de C.V. [Mexico]
|
Procter & Gamble Manufacturing Cologne GmbH [Germany]
|
Procter & Gamble Manufacturing (Thailand) Limited [Thailand]
|
Procter & Gamble Manufacturing (Tianjin) Co. Ltd. [China]
|
Procter & Gamble Manufacturing Belgium N.V. [Belgium]
|
Procter & Gamble Manufacturing Berlin GmbH [Germany]
|
Procter & Gamble Manufacturing GmbH [Germany]
|
Procter & Gamble Manufacturing SA (Pty) Ltd [South Africa]
|
Procter & Gamble Marketing and Services doo [Serbia and Montenegro]
|
Procter & Gamble Marketing Romania SRL [Romania]
|
Procter & Gamble Maroc SA [Morocco]
|
Procter & Gamble Mataro, S.L.U. [Spain]
|
Procter & Gamble Mexico Holding B.V. [Netherlands ]
|
Procter & Gamble Middle East FZE [United Arab Emirates]
|
Procter & Gamble Nederland B.V. [Netherlands ]
|
Procter & Gamble Netherlands Investments B.V. [Netherlands ]
|
Procter & Gamble Netherlands Services B.V. [Netherlands ]
|
Procter & Gamble Nigeria Limited [Nigeria]
|
Procter & Gamble Nordic, LLC [Ohio]
|
Procter & Gamble Norge AS [Norway]
|
Procter & Gamble Operations Polska Sp. z o.o. [Poland]
|
Procter & Gamble Overseas India B.V. [Netherlands ]
|
Procter & Gamble Overseas Ltd. [U.K.]
|
Procter & Gamble Pakistan (Private) Limited [Pakistan]
|
Procter & Gamble Partnership LLP [U.K.]
|
Procter & Gamble Peru S.R.L. [Peru]
|
Procter & Gamble Pharmaceuticals France SAS [France]
|
Procter & Gamble Philippines, Inc. [Philippines]
|
Procter & Gamble Polska Sp. z o.o [Poland]
|
Procter & Gamble Portugal - Produtos De Consumo, Higiene e Saúde S.A. [Portugal]
|
Procter & Gamble Prestige Products S.A. [Portugal]
|
Procter & Gamble Prestige Products S.A.U. [Spain]
|
Procter & Gamble Product Supply (U.K.) Limited [U.K.]
|
Procter & Gamble Productions, Inc. [Ohio]
|
Procter & Gamble Productos de Consumo, S.L.U. [Spain]
|
Procter & Gamble Retail Services BVBA [Belguim]
|
Procter & Gamble RHD, Inc. [Ohio]
|
Procter & Gamble RSC Regional Service Company Ltd. [Hungary]
|
Procter & Gamble S.r.l. [Italy]
|
Procter & Gamble Satis ve Dagitim Ltd. Sti. [Turkey]
|
Procter & Gamble Service GmbH [Germany]
|
Procter & Gamble Services (Switzerland) SA [Switzerland]
|
Procter & Gamble Services Company N.V. [Belgium]
|
Procter & Gamble Services Ltd. [Kenya]
|
Procter & Gamble SA (Pty) Ltd [South Africa]
|
Procter & Gamble South America Holding B.V. [Netherlands ]
|
Procter & Gamble Sverige AB [Sweden]
|
Procter & Gamble Switzerland SARL [Switzerland]
|
Procter & Gamble Taiwan Limited [Taiwan]
|
Procter & Gamble Taiwan Sales Company Limited [Taiwan]
|
Procter & Gamble Technical Centres Limited [U.K.]
|
Procter & Gamble Technology (Beijing) Co., Ltd. [China]
|
Procter & Gamble Trading (Thailand) Limited [Thailand]
|
Procter & Gamble Tuketim Mallari Sanayii A.S. [Turkey]
|
Procter & Gamble UK [U.K.]
|
Procter & Gamble UK Parent Company Ltd. [U.K.]
|
Limited Liability Company with foreign investments “Procter & and Gamble Ukraine” [Ukraine]
|
Procter & Gamble Universal Holding B.V. [Netherlands ]
|
Procter & Gamble Verwaltungs GmbH [Germany]
|
Procter & Gamble Vietnam, Ltd. [Vietnam]
|
Procter & Gamble, Spol. s.r.o. (Ltd.) [Slovak Republic]
|
Procter & Gamble-Rakona s.r.o. [Czech Republic]
|
Productos Cosméticos, S.L.U. [Spain]
|
Professional Care Logistics, S.L.U. [Spain]
|
Progam Realty & Development Corporation [Philippines]
|
Promotora de Bienes y Valores, S. de R.L. de C.V. [Mexico]
|
PT Cosmopolitan Cosmetics [Indonesia]
|
PT Kosmindo [Indonesia]
|
PT Procter & Gamble Home Products Indonesia [Indonesia]
|
PT Procter & Gamble Operations Indonesia [Indonesia]
|
Redmond Products, Inc. [Minnesota]
|
Richardson-Vicks do Brasil Quimica e Farmacêutica Ltda [Brazil]
|
Richardson-Vicks Real Estate Inc. [Ohio]
|
Riverfront Music Publishing Co., Inc. [Ohio]
|
Rosemount LLC [Delaware]
|
Russwell Ltd [Russia]
|
S.P.F. Beaute SAS [France]
|
Scannon GmbH [Germany]
|
Scannon S.A.S. [France]
|
Sebastian Europe GmbH [Germany]
|
Series Acquisition B.V. [Netherlands ]
|
Shulton, Inc. [New Jersey]
|
SPD Development Company Limited [U.K.]
|
SPD Swiss Precision Diagnostics GmbH [Switzerland]
|
Surfac S.R.L. [Peru]
|
Sycamore Productions, Inc. [Ohio]
|
Tambrands Inc. [Delaware]
|
Tambrands Limited [U.K.]
|
TAOS - FL, LLC [Florida]
|
TAOS Retail, LLC [Delaware]
|
Temple Trees Impex & Investment Private Limited [India]
|
The Art of Shaving - FL, LLC [Florida]
|
The Dover Wipes Company [Ohio]
|
The Gillette Company [Delaware]
|
The Procter & Gamble Distributing LLC [Delaware]
|
The Procter & Gamble GBS Company [Ohio]
|
The Procter & Gamble Global Finance Company, LLC [Ohio]
|
The Procter & Gamble Manufacturing Company [Ohio]
|
The Procter & Gamble Paper Products Company [Ohio]
|
The Procter & Gamble U.S. Business Services Company [Ohio]
|
The Wella Corporation [Delaware]
|
US CD LLC [Delaware]
|
Vidal Sassoon (Shanghai) Academy [China]
|
Vidal Sassoon Co. [Ohio]
|
WEBA Betriebsrenten-Verwaltungsgesellschaft mbH [Germany]
|
Wella (U.K.) Ltd. [U.K.]
|
Wella (UK) Holdings Ltd. [U.K.]
|
Wella France S.A.S. [France]
|
Wella GmbH [Germany]
|
Wella Grundstucks-und Vermogensverwaltungs AG & Co. KG [Germany]
|
Wella Hellas Ltd. [Greece]
|
Wella India Hair Cosmetics Private Limited [India]
|
Wella Intercosmetic GmbH [Germany]
|
Wella Management GmbH [Germany]
|
Wella Manufacturing GmbH [Germany]
|
Wella Philippines Inc. [Philippines]
|
Wella Verwaltung GmbH [Germany]
|
|
|
|
|
|
|
1.
|
Post-Effective Amendment No. 1 to Registration Statement No. 33-49289 on Form S-8 for The Procter & Gamble 1992 Stock Plan;
|
2.
|
Registration Statement No. 33-47656 on Form S-8 for The Procter & Gamble International Stock Ownership Plan;
|
3.
|
Registration Statement No. 33-50273 on Form S-8 for The Procter & Gamble Commercial Company Employees’ Savings Plan;
|
4.
|
Registration Statement No. 33-51469 on Form S-8 for The Procter & Gamble 1993 Non-Employee Directors’ Stock Plan;
|
5.
|
Registration Statement No. 333-05715 on Form S-8 for The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan;
|
6.
|
Post-Effective Amendment No. 2 to Registration Statement No. 33-59257 on Form S-3 for The Procter & Gamble Shareholder Investment Program;
|
7.
|
Registration Statement No. 333-14381 on Form S-8 for Profit Sharing Retirement Plan of The Procter & Gamble Commercial Company;
|
8.
|
Registration Statement No. 333-14397 on Form S-8 for Procter & Gamble Subsidiaries Savings Plan;
|
9.
|
Registration Statement No. 333-21783 on Form S-8 for The Procter & Gamble 1992 Stock Plan (Belgian Version);
|
10.
|
Registration Statement No. 333-37905 on Form S-8 for The Procter & Gamble Future Shares Plan;
|
11.
|
Registration Statement No. 333-51213 on Form S-8 for Group Profit Sharing, Incentive, and Employer Contribution Plan (France);
|
12.
|
Registration Statement No. 333-51219 on Form S-8 for Procter & Gamble Ireland Employees Share Ownership Plan;
|
13.
|
Registration Statement No. 333-51221 on Form S-8 for Employee Stock Purchase Plan (Japan);
|
14.
|
Registration Statement No. 333-51223 on Form S-8 for Savings and Thrift Plan (Saudi Arabia);
|
15.
|
Registration Statement No. 333-34606 on Form S-8 for The Procter & Gamble Future Shares Plan;
|
16.
|
Registration Statement No. 333-40264 on Form S-8 for Savings and Thrift Plan Saudi Arabia;
|
17.
|
Registration Statement No. 333-44034 on Form S-8 for The Procter & Gamble International Stock Ownership Plan;
|
18.
|
Registration Statement No. 333-47132 on Form S-8 for Employee Stock Purchase Plan (Japan);
|
19.
|
Registration Statement No. 333-49764 on Form S-3 for The Procter & Gamble U.K. Share Investment Scheme;
|
20.
|
Registration Statement No. 333-75030 on Form S-8 for The Procter & Gamble 2001 Stock and Incentive Compensation Plan;
|
21.
|
Registration Statement No. 333-100561 on Form S-8 for The Procter & Gamble (U.K.) 1-4-1 Plan;
|
22.
|
Registration Statement No. 333-108753 on Form S-8 for The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan;
|
23.
|
Registration Statement No. 333-108991 on Form S-8 for The Procter & Gamble 1992 Stock Plan (Belgian Version);
|
24.
|
Registration Statement No. 333-108992 on Form S-8 for Savings and Thrift Plan (Saudi Arabia);
|
25.
|
Registration Statement No. 333-108993 on Form S-8 for Employee Stock Purchase Plan (Japan);
|
26.
|
Registration Statement No. 333-108994 on Form S-8 for Procter & Gamble Ireland Employees Share Plan;
|
27.
|
Registration Statement No. 333-108995 on Form S-8 for Group Profit Sharing, Incentive, and Employer Contribution Plan (France);
|
28.
|
Registration Statement No. 333-108997 on Form S-8 for The Procter & Gamble International Stock Ownership Plan;
|
29.
|
Registration Statement No. 333-108998 on Form S-8 for The Procter & Gamble 1993 Non-Employee Directors’ Stock Plan;
|
30.
|
Registration Statement No. 333-108999 on Form S-8 for The Procter & Gamble 1992 Stock Plan;
|
31.
|
Registration Statement No. 333-111304 on Form S-8 for The Procter & Gamble 2003 Non-Employee Directors’ Stock Plan;
|
32.
|
Registration Statement No. 333-111305 on Form S-8 for The Procter & Gamble U.K. Share Investment Scheme;
|
33.
|
Amendment No. 1 to Registration Statement No. 333-113515 on Form S-3 for The Procter & Gamble Company Debt Securities and Warrants;
|
34.
|
Amendment No. 3 to Registration Statement No. 333-123309 on Form S-4 for The Procter & Gamble Company;
|
35.
|
Registration Statement No. 333-128859 on Form S-8 for certain employee benefit plans of The Gillette Company (2004 Long-Term Incentive Plan of The Gillette Company; 1971 Stock Option Plan of The Gillette Company; James M. Kilts Non-Statutory Stock Option Plan; The Gillette Company Employees’ Savings Plan; The Gillette Company Supplemental Savings Plan; The Gillette Company Global Employee Stock Ownership Plan (GESOP));
|
36.
|
Registration Statement No. 333-143801 on Form S-8 for The Procter & Gamble Savings Plan;
|
37.
|
Registration Statement No. 333-145938 on Form S-3 for The Procter & Gamble Company and Procter & Gamble International Funding SCA;
|
38.
|
Registration Statement No. 333-155046 on Form S-8 for Employee Stock Purchase Plan (Japan);
|
39.
|
Registration Statement No. 333-156032 on Form S-3 for The Procter & Gamble U.K. Share Investment Scheme;
|
40.
|
Registration Statement No. 333-156033 on Form S-3 for The Procter & Gamble Shareholder Investment Program;
|
41.
|
Registration Statement No. 333-161725 on Form S-8 for The Procter & Gamble Savings Plan;
|
42.
|
Registration Statement No. 333-161767 on Form S-3 for The Procter & Gamble Company and Procter & Gamble International Funding SCA;
|
43.
|
Registration Statement No. 333-164612 on Form S-8 for The Procter & Gamble 2009 Stock and Incentive Compensation Plan;
|
44.
|
Registration Statement No. 333-177760 on Form S-3 for The Procter & Gamble Shareholder Investment Program;
|
45.
|
Registration Statement No. 333-177762 on Form S-3 for The Procter & Gamble Company and Procter & Gamble International Funding SCA;
|
46.
|
Registration Statement No. 333-177878 on Form S-3 for The Procter & Gamble U.K. Share Investment Scheme;
|
47.
|
Registration Statement No. 333-192841 on Form S-8 for The Procter & Gamble 1992 Stock Plan (Belgian Version);
|
48.
|
Registration Statement No. 333-192867 on Form S-8 for The Procter & Gamble 2013 Non-Employee Directors’ Stock Plan;
|
49.
|
Registration Statement No. 333-199592 on Form S-8 for The Procter & Gamble 2014 Stock and Incentive Compensation Plan;
|
50.
|
Registration Statement No. 333-199594 on Form S-3 for The Procter & Gamble Company and Procter & Gamble International Funding SCA;
|
51.
|
Registration Statement No. 333-199595 on Form S-3 for The Procter & Gamble Shareholder Investment Program; and
|
52.
|
Registration Statement No. 333-199613 on Form S-3 for The Procter & Gamble U.K. Share Investment Scheme.
|
(1)
|
I have reviewed this Form 10-K 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.
|
(1)
|
I have reviewed this Form 10-K 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
|
(1)
|
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.
|
(1)
|
Form 10-K of the Company for the year ended
June 30, 2015
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in that Form 10-K fairly presents, in all material respects, the financial conditions and results of operations of the Company.
|
(1)
|
Form 10-K of the Company for the year ended
June 30, 2015
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in that Form 10-K fairly presents, in all material respects, the financial conditions and results of operations of the Company.
|