UNITED STATES SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
Form 10-K
|
[x]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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
|
|
Large accelerated filer
|
þ
|
|
|
Accelerated filer
|
¨
|
|
|
|
Non-accelerated filer
|
¨
|
|
(Do not check if smaller reporting company)
|
|
|||
|
|
|
|
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
|
Emerging growth company
|
¨
|
|
|
FORM 10-K TABLE OF CONTENTS
|
Page
|
|||
PART I
|
Item 1.
|
1
|
||
|
Item 1A.
|
2
|
||
|
Item 1B.
|
6
|
||
|
Item 2.
|
6
|
||
|
Item 3.
|
6
|
||
|
Item 4.
|
6
|
||
|
|
7
|
||
PART II
|
Item 5.
|
8
|
||
|
Item 6.
|
10
|
||
|
Item 7.
|
11
|
||
|
Item 7A.
|
32
|
||
|
Item 8.
|
33
|
||
|
|
|
33
|
|
|
|
|
36
|
|
|
|
|
37
|
|
|
|
|
38
|
|
|
|
|
39
|
|
|
|
|
40
|
|
|
|
|
41
|
|
|
|
|
41
|
|
|
|
|
44
|
|
|
|
|
46
|
|
|
|
|
48
|
|
|
|
|
49
|
|
|
|
|
51
|
|
|
|
|
52
|
|
|
|
|
53
|
|
|
|
|
58
|
|
|
|
|
61
|
|
|
|
|
62
|
|
|
|
|
62
|
|
|
|
|
63
|
|
|
|
|
66
|
|
|
Item 9.
|
67
|
||
|
Item 9A.
|
67
|
||
|
Item 9B.
|
67
|
||
PART III
|
Item 10.
|
67
|
||
|
Item 11.
|
67
|
||
|
Item 12.
|
68
|
||
|
Item 13.
|
69
|
||
|
Item 14.
|
69
|
||
PART IV
|
Item 15.
|
69
|
||
|
Item 16.
|
71
|
||
|
|
72
|
||
|
|
73
|
(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, transferring, storing and/or processing customer, consumer, employee, vendor, investor, and other stakeholder information and personal data;
|
•
|
summarizing and reporting results of operations, including financial reporting;
|
•
|
hosting, processing and sharing, as appropriate, confidential and proprietary research, business plans and financial information;
|
•
|
collaborating via an online and efficient means of global business communications;
|
•
|
complying with regulatory, legal and tax requirements;
|
•
|
providing data security; and
|
•
|
handling other processes necessary to manage our business.
|
Name
|
|
Position
|
|
Age
|
|
First Elected to
Officer Position
|
|
|
|
|
|
|
|
David S. Taylor
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
59
|
|
2013
|
|
|
|
|
|
|
|
Jon R. Moeller
|
|
Vice Chairman and Chief Financial Officer
|
|
53
|
|
2009
|
|
|
|
|
|
|
|
Steven D. Bishop
|
|
Group President - Global Health Care
|
|
53
|
|
2016
|
|
|
|
|
|
|
|
Giovanni Ciserani
|
|
Group President - Global Fabric and Home Care and Global Baby and Feminine Care
|
|
55
|
|
2013
|
|
|
|
|
|
|
|
Mary Lynn Ferguson-McHugh
|
|
Group President - Global Family Care and P&G Ventures
|
|
57
|
|
2016
|
|
|
|
|
|
|
|
Charles E. Pierce
|
|
Group President - Global Grooming
|
|
60
|
|
2016
|
|
|
|
|
|
|
|
Carolyn M. Tastad
|
|
Group President - North America Selling and Market Operations
|
|
56
|
|
2014
|
|
|
|
|
|
|
|
Mark F. Biegger
|
|
Chief Human Resources Officer
|
|
55
|
|
2012
|
|
|
|
|
|
|
|
Gary A. Coombe
|
|
President - Europe Selling and Market Operations
|
|
53
|
|
2014
|
|
|
|
|
|
|
|
Kathleen B. Fish
|
|
Chief Technology Officer
|
|
60
|
|
2014
|
|
|
|
|
|
|
|
R. Alexandra Keith
|
|
President - Global Hair Care and Beauty Sector
|
|
49
|
|
2017
|
|
|
|
|
|
|
|
Deborah P. Majoras
|
|
Chief Legal Officer and Secretary
|
|
53
|
|
2010
|
|
|
|
|
|
|
|
Juan Fernando Posada
|
|
President - Latin America Selling and Market Operations
|
|
55
|
|
2015
|
|
|
|
|
|
|
|
Matthew Price
|
|
President - Greater China Selling and Market Operations
|
|
51
|
|
2015
|
|
|
|
|
|
|
|
Marc S. Pritchard
|
|
Chief Brand Officer
|
|
57
|
|
2008
|
|
|
|
|
|
|
|
Mohamed Samir
|
|
President - India, Middle East and Africa (IMEA) Selling and Market Operations
|
|
50
|
|
2014
|
|
|
|
|
|
|
|
Jeffrey K. Schomburger
|
|
Global Sales Officer
|
|
55
|
|
2015
|
|
|
|
|
|
|
|
Valarie L. Sheppard
|
|
Senior Vice President, Comptroller and Treasurer
|
|
53
|
|
2005
|
|
|
|
|
|
|
|
Yannis Skoufalos
|
|
Global Product Supply Officer
|
|
60
|
|
2011
|
|
|
|
|
|
|
|
Magesvaran Suranjan
|
|
President - Asia Pacific Selling and Market Operations
|
|
47
|
|
2015
|
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
|
4/1/2017 - 4/30/2017
|
|
5,568,038
|
|
89.80
|
|
5,568,038
|
|
(3)
|
5/1/2017 - 5/31/2017
|
|
2,315,036
|
|
86.39
|
|
2,315,036
|
|
(3)
|
6/1/2017 - 6/30/2017
|
|
—
|
|
—
|
|
—
|
|
(3)
|
Total
|
|
7,883,074
|
|
$88.80
|
|
7,883,074
|
|
(3)
|
(1)
|
All transactions were made in the open market with large financial institutions. This table excludes shares withheld from employees to satisfy minimum tax withholding requirements on option exercises and other equity-based transactions. The Company administers cashless exercises through an independent third party and does not repurchase stock in connection with cashless exercises.
|
(2)
|
Average price paid per share is calculated on a settlement basis and excludes commission.
|
(3)
|
On April 26, 2017, the Company stated that in fiscal year 2017 the Company expected to reduce outstanding shares at a value of approximately $15 billion, through a combination of direct share repurchase and shares exchanged in the Beauty Brands transaction, 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 and exchanged in the Beauty Brands transaction was $14.9 billion. The share repurchase plan ended on
June 30, 2017
.
|
(in dollars; split-adjusted)
|
1957
|
1967
|
1977
|
1987
|
1997
|
2007
|
2017
|
|||||||
Dividends per share
|
$
|
0.01
|
$
|
0.03
|
$
|
0.08
|
$
|
0.17
|
$
|
0.45
|
$
|
1.28
|
$
|
2.70
|
Quarter Ended
|
2016 - 2017
|
|
2015 - 2016
|
||||
September 30
|
$
|
0.6695
|
|
|
$
|
0.6629
|
|
December 31
|
0.6695
|
|
|
0.6629
|
|
||
March 31
|
0.6695
|
|
|
0.6629
|
|
||
June 30
|
0.6896
|
|
|
0.6695
|
|
Quarter Ended
|
2016 - 2017
|
|
2015 - 2016
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
September 30
|
$
|
90.22
|
|
|
$
|
84.32
|
|
|
$
|
82.55
|
|
|
$
|
65.02
|
|
December 31
|
90.32
|
|
|
81.18
|
|
|
81.23
|
|
|
71.30
|
|
||||
March 31
|
92.00
|
|
|
83.24
|
|
|
83.87
|
|
|
74.46
|
|
||||
June 30
|
91.13
|
|
|
85.52
|
|
|
84.80
|
|
|
79.10
|
|
|
Cumulative Value of $100 Investment, through June 30
|
|||||||||||||||||
Company Name/Index
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||||
P&G
|
$
|
100
|
|
$
|
130
|
|
$
|
137
|
|
$
|
140
|
|
$
|
157
|
|
$
|
167
|
|
S&P 500 Index
|
100
|
|
121
|
|
150
|
|
161
|
|
168
|
|
198
|
|
||||||
S&P 500 Consumer Staples Index
|
100
|
|
117
|
|
135
|
|
148
|
|
176
|
|
181
|
|
Amounts in millions, except per share amounts
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Net sales
|
$
|
65,058
|
|
|
$
|
65,299
|
|
|
$
|
70,749
|
|
|
$
|
74,401
|
|
|
$
|
73,910
|
|
|
$
|
73,138
|
|
Gross profit
|
32,523
|
|
|
32,390
|
|
|
33,693
|
|
|
35,371
|
|
|
35,858
|
|
|
35,254
|
|
||||||
Operating income
|
13,955
|
|
|
13,441
|
|
|
11,049
|
|
|
13,910
|
|
|
13,051
|
|
|
12,495
|
|
||||||
Net earnings from continuing operations
|
10,194
|
|
|
10,027
|
|
|
8,287
|
|
|
10,658
|
|
|
10,346
|
|
|
8,864
|
|
||||||
Net earnings/(loss) from discontinued operations
|
5,217
|
|
|
577
|
|
|
(1,143
|
)
|
|
1,127
|
|
|
1,056
|
|
|
2,040
|
|
||||||
Net earnings attributable to Procter & Gamble
|
15,326
|
|
|
10,508
|
|
|
7,036
|
|
|
11,643
|
|
|
11,312
|
|
|
10,756
|
|
||||||
Net earnings margin from continuing operations
|
15.7
|
%
|
|
15.4
|
%
|
|
11.7
|
%
|
|
14.3
|
%
|
|
14.0
|
%
|
|
12.1
|
%
|
||||||
Basic net earnings per common share:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
|
$
|
3.79
|
|
|
$
|
3.59
|
|
|
$
|
2.92
|
|
|
$
|
3.78
|
|
|
$
|
3.65
|
|
|
$
|
3.08
|
|
Earnings/(loss) from discontinued operations
|
2.01
|
|
|
0.21
|
|
|
(0.42
|
)
|
|
0.41
|
|
|
0.39
|
|
|
0.74
|
|
||||||
Basic net earnings per common share
|
$
|
5.80
|
|
|
$
|
3.80
|
|
|
$
|
2.50
|
|
|
$
|
4.19
|
|
|
$
|
4.04
|
|
|
$
|
3.82
|
|
Diluted net earnings per common share:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
|
$
|
3.69
|
|
|
$
|
3.49
|
|
|
$
|
2.84
|
|
|
$
|
3.63
|
|
|
$
|
3.50
|
|
|
$
|
2.97
|
|
Earnings/(loss) from discontinued operations
|
1.90
|
|
|
0.20
|
|
|
(0.40
|
)
|
|
0.38
|
|
|
0.36
|
|
|
0.69
|
|
||||||
Diluted net earnings per common share
|
$
|
5.59
|
|
|
$
|
3.69
|
|
|
$
|
2.44
|
|
|
$
|
4.01
|
|
|
$
|
3.86
|
|
|
$
|
3.66
|
|
Dividends per common share
|
$
|
2.70
|
|
|
$
|
2.66
|
|
|
$
|
2.59
|
|
|
$
|
2.45
|
|
|
$
|
2.29
|
|
|
$
|
2.14
|
|
Research and development expense
|
$
|
1,874
|
|
|
$
|
1,879
|
|
|
$
|
1,991
|
|
|
$
|
1,910
|
|
|
$
|
1,867
|
|
|
$
|
1,874
|
|
Advertising expense
|
7,118
|
|
|
7,243
|
|
|
7,180
|
|
|
7,867
|
|
|
8,188
|
|
|
7,839
|
|
||||||
Total assets
|
120,406
|
|
|
127,136
|
|
|
129,495
|
|
|
144,266
|
|
|
139,263
|
|
|
132,244
|
|
||||||
Capital expenditures
|
3,384
|
|
|
3,314
|
|
|
3,736
|
|
|
3,848
|
|
|
4,008
|
|
|
3,964
|
|
||||||
Long-term debt
|
18,038
|
|
|
18,945
|
|
|
18,327
|
|
|
19,807
|
|
|
19,111
|
|
|
21,080
|
|
||||||
Shareholders' equity
|
$
|
55,778
|
|
|
$
|
57,983
|
|
|
$
|
63,050
|
|
|
$
|
69,976
|
|
|
$
|
68,709
|
|
|
$
|
64,035
|
|
(1)
|
Basic net earnings per common share and Diluted net earnings per common share are calculated based on Net earnings attributable to Procter & Gamble.
|
•
|
Overview
|
•
|
Summary of
2017
Results
|
•
|
Economic Conditions and Uncertainties
|
•
|
Results of Operations
|
•
|
Segment Results
|
•
|
Cash Flow, Financial Condition and Liquidity
|
•
|
Significant Accounting Policies and Estimates
|
•
|
Other Information
|
Reportable Segments
|
% of
Net Sales
(1)
|
% of Net
Earnings
(1)
|
Product Categories (Sub-Categories)
|
Major Brands
|
Beauty
|
18%
|
19%
|
Hair Care (
Conditioner, Shampoo, Styling Aids, Treatments
)
|
Head & Shoulders, Pantene, Rejoice
|
Skin and Personal Care (
Antiperspirant and Deodorant, Personal Cleansing, Skin Care
)
|
Olay, Old Spice, Safeguard, SK-II
|
|||
Grooming
|
10%
|
16%
|
Grooming
(2)
(Shave Care -
Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Shave Care;
Appliances)
|
Braun, Fusion, Gillette, Mach3, Prestobarba, Venus
|
Health Care
|
12%
|
13%
|
Oral Care (
Toothbrushes, Toothpaste, Other Oral Care
)
|
Crest, Oral-B
|
Personal Health Care (
Gastrointestinal, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care
)
|
Prilosec, Vicks
|
|||
Fabric & Home Care
|
32%
|
27%
|
Fabric Care (
Fabric Enhancers, Laundry Additives, Laundry Detergents
)
|
Ariel, Downy, Gain, Tide
|
Home Care (
Air Care, Dish Care, P&G Professional, Surface Care
)
|
Cascade, Dawn, Febreze, Mr. Clean, Swiffer
|
|||
Baby, Feminine & Family Care
|
28%
|
25%
|
Baby Care (
Baby Wipes, Diapers and Pants
)
|
Luvs, Pampers
|
Feminine Care (
Adult Incontinence, Feminine Care
)
|
Always, Tampax
|
|||
Family Care (
Paper Towels, Tissues, Toilet Paper
)
|
Bounty, Charmin
|
(1)
|
Percent of Net sales and Net earnings from continuing operations for the year ended
June 30, 2017
(excluding results held in Corporate).
|
(2)
|
The Grooming product category is comprised of the Shave Care and Appliances GBUs.
|
•
|
Organic sales growth above market growth rates in the categories and geographies in which we compete;
|
•
|
Core EPS growth of mid-to-high single digits; and
|
•
|
Adjusted free cash flow productivity of 90% or greater.
|
Amounts in millions, except per share amounts
|
2017
|
|
Change vs. Prior Year
|
|
2016
|
|
Change vs. Prior Year
|
|
2015
|
||||||||
Net sales
|
$
|
65,058
|
|
|
—
|
%
|
|
$
|
65,299
|
|
|
(8
|
)%
|
|
$
|
70,749
|
|
Operating income
|
13,955
|
|
|
4
|
%
|
|
13,441
|
|
|
22
|
%
|
|
11,049
|
|
|||
Net earnings from continuing operations
|
10,194
|
|
|
2
|
%
|
|
10,027
|
|
|
21
|
%
|
|
8,287
|
|
|||
Net earnings/(loss) from discontinued operations
|
5,217
|
|
|
804
|
%
|
|
577
|
|
|
N/A
|
|
|
(1,143
|
)
|
|||
Net earnings attributable to Procter & Gamble
|
15,326
|
|
|
46
|
%
|
|
10,508
|
|
|
49
|
%
|
|
7,036
|
|
|||
Diluted net earnings per common share
|
5.59
|
|
|
51
|
%
|
|
3.69
|
|
|
51
|
%
|
|
2.44
|
|
|||
Diluted net earnings per share from continuing operations
|
3.69
|
|
|
6
|
%
|
|
3.49
|
|
|
23
|
%
|
|
2.84
|
|
|||
Core earnings per share
|
3.92
|
|
|
7
|
%
|
|
3.67
|
|
|
(2
|
)%
|
|
3.76
|
|
|||
Cash flow from operating activities
|
12,753
|
|
|
(17
|
)%
|
|
15,435
|
|
|
6
|
%
|
|
14,608
|
|
•
|
Net sales were unchanged at
$65.1 billion
including a negative 2% impact from foreign exchange.
|
◦
|
Organic sales increased
2%
on a
2%
increase in organic volume.
|
◦
|
Unit volume increased
1%
. Volume increased low single digits in Grooming, Health Care, Fabric & Home Care and Baby, Feminine & Family Care. Volume decreased low single digits in Beauty.
|
•
|
Net earnings from continuing operations increased
$167 million
or
2%
in fiscal 2017, driven by higher operating income and a lower effective tax rate, partially offset by an increase in other non-operating expense. Foreign exchange impacts negatively affected net earnings from continuing operations by approximately $420 million or 4%.
|
•
|
Net earnings from discontinued operations increased
$4.6 billion
primarily due to the net impact of a gain on the sale of our Beauty business in fiscal 2017, partially offset by
|
•
|
Net earnings attributable to Procter & Gamble were
$15.3 billion
, an increase of
$4.8 billion
or
46%
versus the prior year primarily due to the aforementioned increases in net earnings from both continuing and from discontinued operations.
|
•
|
Diluted net earnings per share increased
51%
to
$5.59
.
|
◦
|
Diluted net earnings per share from continuing operations increased
6%
to
$3.69
.
|
◦
|
Core EPS increased
7%
to
$3.92
.
|
•
|
Cash flow from operating activities was
$12.8 billion
.
|
◦
|
Adjusted free cash flow was
$9.8 billion
.
|
◦
|
Adjusted free cash flow productivity was
94%
.
|
Comparisons as a percentage of net sales; Years ended June 30
|
2017
|
|
Basis Point Change
|
|
2016
|
|
Basis Point Change
|
|
2015
|
|||||
Gross margin
|
50.0
|
%
|
|
40
|
|
|
49.6
|
%
|
|
200
|
|
|
47.6
|
%
|
Selling, general and administrative expense
|
28.5
|
%
|
|
(50
|
)
|
|
29.0
|
%
|
|
(10
|
)
|
|
29.1
|
%
|
Operating margin
|
21.5
|
%
|
|
90
|
|
|
20.6
|
%
|
|
500
|
|
|
15.6
|
%
|
Earnings from continuing operations before income taxes
|
20.4
|
%
|
|
(10
|
)
|
|
20.5
|
%
|
|
490
|
|
|
15.6
|
%
|
Net earnings from continuing operations
|
15.7
|
%
|
|
30
|
|
|
15.4
|
%
|
|
370
|
|
|
11.7
|
%
|
Net earnings attributable to Procter & Gamble
|
23.6
|
%
|
|
750
|
|
|
16.1
|
%
|
|
620
|
|
|
9.9
|
%
|
•
|
a 230 basis-point positive impact from total manufacturing cost savings (210 basis points net of product and packaging reinvestments),
|
•
|
a 20 basis-point benefit from lower restructuring charges and
|
•
|
a 10 basis-point benefit from positive scale impacts due to higher volume.
|
•
|
a 90 basis-point decrease from unfavorable product mix between segments (caused primarily by the lower relative proportion of sales in Grooming, which has higher than company-average gross margins) and within segments (due to disproportionate growth of lower margin products, forms and package sizes in certain businesses),
|
•
|
a 40 basis-point negative impact from unfavorable foreign exchange and
|
•
|
a combined 70 basis-point impact due to higher commodities and other costs.
|
•
|
Marketing spending as a percentage of net sales increased 10 basis points due to an increase in marketing activities, partially offset by productivity savings.
|
•
|
Overhead costs as a percentage of net sales increased 20 basis points, primarily driven by wage inflation and increased sales personnel in certain businesses, partially offset by 20 basis points of productivity savings.
|
•
|
Other operating expenses as a percent of net sales declined 80 basis points. Lower foreign exchange transactional charges reduced SG&A as a percentage of net sales by
|
•
|
a 210 basis-point positive impact from manufacturing cost savings,
|
•
|
a 110 basis-point benefit from lower commodity costs and
|
•
|
a 70 basis-point benefit of higher pricing.
|
•
|
a 70 basis-point negative impact from unfavorable foreign exchange,
|
•
|
a 70 basis-point decrease due to unfavorable product mix caused by the disproportionate decline of higher margin segments like Beauty and by product form mix within the segments,
|
•
|
a 20 basis-point decrease from negative scale impacts due to lower volume and
|
•
|
a 20 basis-point decline due to incremental restructuring activity.
|
•
|
Marketing spending as a percentage of net sales increased 90 basis points due to the negative scale impacts from reduced sales.
|
•
|
Overhead costs as a percentage of net sales decreased 20 basis points, as 90 basis points of productivity savings were partially offset by wage inflation, increased sales personnel in certain businesses and investments in research and development.
|
•
|
Lower foreign exchange transactional charges reduced SG&A as a percentage of net sales by approximately 70 basis points. A pre-deconsolidation balance sheet remeasurement charge in Venezuela in fiscal year 2015 drove 20 basis points of this decline. The balance of the reduction relates to lower transactional charges from revaluing receivables and payables from transactions denominated in a currency other than a local entity’s functional currency.
|
•
|
Interest expense was
$465 million
in
2017
, a decrease of
$114 million
versus the prior year due to a decrease in weighted average interest rates.
|
•
|
Interest income was
$171 million
in
2017
, comparable to 2016.
|
•
|
Other non-operating income/(expense), which consists primarily of divestiture gains, investment income, and other non-operating items, was a net expense of $404 million in 2017 versus a net income of $325 million in 2016, a
$729 million
year-over-year decrease. This change is due to a $543 million current-year charge related to early extinguishment of long-term debt and a reduction in gains on minor brand divestitures. In
2017
, we had approximately $110 million in minor brand divestiture gains, including Hipoglos (a baby care brand sold primarily in Brazil) and other minor brands. The prior year divestiture activities included approximately $300 million in minor brand divestiture gains, including Escudo and certain hair care brands in Europe and IMEA.
|
•
|
Interest expense was $579 million in 2016, a decrease of $47 million versus the prior year due to lower average debt balances.
|
•
|
Interest income was $182 million in 2016, an increase of $33 million versus the prior year primarily due to increasing cash, cash equivalents and investment securities balances.
|
•
|
Other non-operating income, which primarily includes divestiture gains and investment income, decreased $115 million to $325 million in 2016, due primarily to lower gains on minor brand divestitures. In 2016, we had approximately $300 million in minor brand divestiture gains, including Escudo and certain hair care brands in Europe and IMEA. The prior year acquisition and divestiture activities included approximately $450 million in divestiture gains, including Zest, Camay, Fekkai and Wash & Go hair care brands and Vaposteam.
|
•
|
a 130 basis-points impact from excess tax benefits associated with share-based payments due to the adoption of FASB Accounting Standards Update (ASU) 2016-09 Improvements to Employee Share-based Payment Accounting in 2017,
|
•
|
a 150 basis-point benefit from discrete impacts related to uncertain income tax positions (which netted to approximately 205 basis points in the current year versus 55 basis points in the prior year),
|
•
|
a 50 basis-point benefit from the tax impact of the early extinguishment of long-term debt, and
|
•
|
a 130 basis-point benefit from the prior year establishment of a valuation allowance on deferred tax assets related to net operating loss carryforwards.
|
•
|
a 260 basis-point negative impact from the unfavorable geographic mix of earnings, and
|
•
|
a 130 basis-point impact in 2016 from the establishment of valuation allowances on deferred tax assets related to net operating loss carryforwards and the impact of favorable discrete adjustments related to uncertain income tax positions (which netted to 55 basis points in 2016 versus 85 basis points in 2015).
|
|
Net Sales Change Drivers 2017 vs. 2016
(1)
|
|||||||||||||||||||
|
Volume with Acquisitions & Divestitures
|
|
Volume Excluding Acquisitions & Divestitures
|
|
Foreign Exchange
|
|
Price
|
|
Mix
|
|
Other
(2)
|
|
Net Sales Growth
|
|||||||
Beauty
|
(2
|
)%
|
|
1
|
%
|
|
(2
|
)%
|
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
|
—
|
%
|
Grooming
|
2
|
%
|
|
3
|
%
|
|
(2
|
)%
|
|
(1
|
)%
|
|
(2
|
)%
|
|
—
|
%
|
|
(3
|
)%
|
Health Care
|
3
|
%
|
|
4
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
2
|
%
|
Fabric & Home Care
|
1
|
%
|
|
2
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Baby, Feminine & Family Care
|
2
|
%
|
|
2
|
%
|
|
(2
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
(1
|
)%
|
TOTAL COMPANY
|
1
|
%
|
|
2
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
Net Sales Change Drivers 2016 vs. 2015
(1)
|
|||||||||||||||||||
|
Volume with Acquisitions & Divestitures
|
|
Volume Excluding Acquisitions & Divestitures
|
|
Foreign Exchange
|
|
Price
|
|
Mix
|
|
Other
(2)
|
|
Net Sales Growth
|
|||||||
Beauty
|
(5
|
)%
|
|
(2
|
)%
|
|
(6
|
)%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(9
|
)%
|
Grooming
|
(2
|
)%
|
|
(2
|
)%
|
|
(9
|
)%
|
|
5
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
(8
|
)%
|
Health Care
|
(2
|
)%
|
|
(2
|
)%
|
|
(6
|
)%
|
|
2
|
%
|
|
1
|
%
|
|
—
|
%
|
|
(5
|
)%
|
Fabric & Home Care
|
(1
|
)%
|
|
1
|
%
|
|
(6
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(7
|
)%
|
Baby, Feminine & Family Care
|
(3
|
)%
|
|
(2
|
)%
|
|
(6
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(9
|
)%
|
TOTAL COMPANY
|
(3
|
)%
|
|
(1
|
)%
|
|
(6
|
)%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(8
|
)%
|
(1)
|
Net sales percentage changes are approximations based on quantitative formulas that are consistently applied.
|
(2)
|
Other includes the sales mix impact from acquisitions and divestitures and rounding impacts necessary to reconcile volume to net sales.
|
($ millions)
|
2017
|
|
Change vs. 2016
|
|
2016
|
|
Change vs. 2015
|
Volume
|
N/A
|
|
(2)%
|
|
N/A
|
|
(5)%
|
Net sales
|
$11,429
|
|
—%
|
|
$11,477
|
|
(9)%
|
Net earnings
|
$1,914
|
|
(3)%
|
|
$1,975
|
|
(9)%
|
% of net sales
|
16.7%
|
|
(50) bps
|
|
17.2%
|
|
(10) bps
|
•
|
Volume in Hair Care
decreased low single digits
due to minor brand divestitures. Organic volume
increased low single digits
.
Developed regions
decreased low single
|
•
|
Volume in Skin and Personal Care
was unchanged
including the impact of minor brand divestitures. Organic volume
increased low single digits
.
Developed market volume
decreased low single digits
following increased pricing and due to competitive activity. Volume
increased low single digits
in developing regions
behind innovation and market growth. Global market share of the skin and personal care category
decreased half a point
.
|
•
|
Volume in Hair Care was down mid-single digits. Developed markets declined mid-single digits due to competitive activity while developing markets declined mid-single digits driven by increased pricing, the Venezuela deconsolidation and minor brand divestitures. Global market share of the hair care category decreased more than a point.
|
•
|
Volume in Skin and Personal Care decreased high single digits, while organic volume decreased low single digits, with the difference attributable to the Camay and Zest brand divestitures and the Venezuela deconsolidation. Organic volume was unchanged in developed regions as commercial innovation was offset by ongoing competitive activity. Organic volume declined mid-single digits in developing regions primarily due to increased pricing and competitive activity. Global market share of the skin and personal care category decreased nearly a point.
|
($ millions)
|
2017
|
|
Change vs. 2016
|
|
2016
|
|
Change vs. 2015
|
Volume
|
N/A
|
|
2%
|
|
N/A
|
|
(2)%
|
Net sales
|
$6,642
|
|
(3)%
|
|
$6,815
|
|
(8)%
|
Net earnings
|
$1,537
|
|
(1)%
|
|
$1,548
|
|
(13)%
|
% of net sales
|
23.1%
|
|
40 bps
|
|
22.7%
|
|
(130) bps
|
•
|
Shave Care volume
increased low single digits
. Shave Care volume
decreased low single digits
in developed regions due to competitive activity and
increased low single digits
in developing regions behind product innovation. Global market share of the shave care category
decreased half a point
.
|
•
|
Volume in Appliances
increased double digits
.
Volume
increased double digits
in developed regions and
increased low single digits
in developing regions due to product innovation. Global market share of the appliances category
increased nearly half a point
.
|
•
|
Shave Care volume decreased low single digits in both developed and developing regions due to competitive activity and increased pricing. Global market share of the shave care category decreased more than half a point.
|
•
|
Volume in Appliances was up mid-single digits due to a mid-single-digit increase in developed regions from product innovation. Volume in developing regions increased low single digits due to growth from product innovation, partially offset by reductions due to increased pricing. Global market share of the Appliances category decreased more than half a point.
|
($ millions)
|
2017
|
|
Change vs. 2016
|
|
2016
|
|
Change vs. 2015
|
Volume
|
N/A
|
|
3%
|
|
N/A
|
|
(2)%
|
Net sales
|
$7,513
|
|
2%
|
|
$7,350
|
|
(5)%
|
Net earnings
|
$1,280
|
|
2%
|
|
$1,250
|
|
7%
|
% of net sales
|
17.0%
|
|
—
|
|
17.0%
|
|
190 bps
|
•
|
Oral Care volume
increased mid-single digits
.
Volume
increased low single digits
in developed regions and
|
•
|
Volume in Personal Health Care
increased low single digits
.
Volume
increased low single digits
in both developed and
developing regions behind a stronger cough/cold season relative to prior year, product innovation and expanded distribution. Global market share of the personal health care category
was unchanged
.
|
•
|
Oral Care volume declined low single digits due to a high single-digit decrease in developing regions caused by increased pricing, competitive activity and reduced customer inventory. Volume in developed regions increased low single digits driven by product innovation. Global market share of the oral care category was down less than a point.
|
•
|
Volume in Personal Health Care decreased mid-single digits primarily due to a mid-single-digit decrease in developed regions driven by competitive activity and a weak cough/cold season. Volume in developing markets decreased low single digits due to increased pricing. Global market share of the personal health care category decreased half a point.
|
($ millions)
|
2017
|
|
Change vs. 2016
|
|
2016
|
|
Change vs. 2015
|
Volume
|
N/A
|
|
1%
|
|
N/A
|
|
(1)%
|
Net sales
|
$20,717
|
|
—%
|
|
$20,730
|
|
(7)%
|
Net earnings
|
$2,713
|
|
(2)%
|
|
$2,778
|
|
5%
|
% of net sales
|
13.1%
|
|
(30) bps
|
|
13.4%
|
|
160 bps
|
•
|
Fabric Care volume
increased low single digits
as a mid-single digit volume increase in developed regions
, due primarily to product innovation, was partially offset by a low single-digit decrease in developing regions
, driven by competitive activity and reduced distribution of less profitable brands. Global market share of the fabric care category
was unchanged
.
|
•
|
Home Care volume
increased low single digits
driven by a low single-digit increase in both developed and developing regions due to market growth and product innovation.
Global market share of the home care category
was unchanged
.
|
•
|
Fabric Care volume declined low single digits due to a double-digit decrease in developing regions driven by increased pricing, reduced distribution of less profitable brands, minor brand divestitures and the Venezuela
|
•
|
Home Care volume increased low single digits. Developed market volume increased low single digits as benefits from product innovation more than offset impacts from competitive activity. This was partially offset by a low single-digit decrease in developing regions following increased pricing. Global market share of the home care category was down slightly.
|
($ millions)
|
2017
|
|
Change vs. 2016
|
|
2016
|
|
Change vs. 2015
|
Volume
|
N/A
|
|
2%
|
|
N/A
|
|
(3)%
|
Net sales
|
$18,252
|
|
(1)%
|
|
$18,505
|
|
(9)%
|
Net earnings
|
$2,503
|
|
(6)%
|
|
$2,650
|
|
(10)%
|
% of net sales
|
13.7%
|
|
(60) bps
|
|
14.3%
|
|
(20) bps
|
•
|
Volume in Baby Care
was unchanged
. Volume in developed regions
decreased low single digits
, primarily due to competitive activity, and volume in developing regions
increased low single digits
, due to market growth and product innovation. Global market share of the baby care category
decreased more than half a point
.
|
•
|
Volume in Feminine Care
increased low single digits
.
Volume in developed regions
increased low single digits
, driven by product innovation, and volume in developing regions
decreased low single digits
due to competitive activity and reduced exports to our Venezuelan subsidiaries. Global market share of the feminine care category
was unchanged
.
|
•
|
Volume in Family Care, which is predominantly a North American business,
increased mid-single digits
driven by product innovation and increased merchandising. In the U.S., all-outlet share of the family care category
increased less than a point
.
|
•
|
Volume in Baby Care was down mid-single digits due to a high single-digit decrease in developing regions caused by price increases in the previous fiscal year, the Venezuela deconsolidation and competitive activity. Organic volume in developing markets was down mid-single digits. Volume was up low single digits in developed regions as product innovation and market growth more than offset competitive activity. Global market share of the baby care category decreased less than two points, primarily attributable to developing markets.
|
•
|
Volume in Feminine Care declined low single digits due to a mid-single-digit decrease in developing regions caused by competitive activity and price increases in the previous fiscal year, partially offset by market growth. In developed regions, volume was unchanged. Global market share of the feminine care category decreased more than half a point.
|
•
|
Volume in Family Care decreased low single digits due to a double-digit decline in developing regions driven by the discontinuation of non-strategic products. Volume in developed regions increased low single digits due to product innovation and increased merchandising. In the U.S., all-outlet share of the family care category decreased nearly half a point.
|
($ millions)
|
2017
|
|
Change vs. 2016
|
|
2016
|
|
Change vs. 2015
|
Net sales
|
$505
|
|
20%
|
|
$422
|
|
(9)%
|
Net earnings/(loss)
|
$247
|
|
N/A
|
|
$(174)
|
|
N/A
|
•
|
lower restructuring charges in 2017 compared to the prior year,
|
•
|
a gain on the sale of real estate in the current fiscal year,
|
•
|
lower foreign exchange transactional charges,
|
•
|
a reduction in the proportion of corporate overhead spending not allocated to the segments, consisting in part of reduced stranded overheads following divestitures, and
|
•
|
current year tax benefits resulting from the adoption of a new accounting standard on the tax impacts of share-based payments to employees (see Note 1 to the Consolidated Financial Statements).
|
•
|
An increase in accounts receivable used $322 million of cash due to higher relative sales late in the period as compared to the prior period, partially offset by collection of approximately $150 million of retained receivables from the Beauty Brands business. In addition, the number of days sales outstanding increased 1 day due in part to foreign exchange impacts.
|
•
|
Lower inventory generated $71 million of cash mainly due to supply chain optimizations, partially offset by increases to support business growth and increased commodity costs. Inventory days on hand decreased approximately 1 day primarily due to supply chain optimizations.
|
•
|
Accounts payable, accrued and other liabilities decreased, using $149 million in operating cash flow. This was caused by reduced accruals from lower fourth quarter marketing and overhead activities as compared to the base period, as well as the payment of approximately $595 million of accounts payable and accrued liabilities related to the divestiture of the Beauty Brands business, including liabilities retained by the Company pursuant to the terms of the agreement. These impacts were partially offset by approximately $700 million related to extended payment terms with our suppliers. These factors, along with the impact of foreign exchange, drove a 4 day increase in days payable outstanding. Although difficult to project due to market and other dynamics, we anticipate incremental cash flow benefits from the extended payment terms with suppliers could decline slightly over the next fiscal year.
|
•
|
Other operating assets and liabilities used $43 million of cash.
|
•
|
Reduced accounts receivable generated $35 million of cash due to improved collection results partially offset by sales mix. The number of days sales outstanding increased 1 day due to foreign exchange impacts.
|
•
|
Lower inventory generated $116 million of cash mainly due to supply chain optimizations and lower commodity costs. Inventory days on hand increased 4 days primarily due to foreign exchange impacts.
|
•
|
Accounts payable, accrued and other liabilities increased, generating $1.3 billion in operating cash flow, of which approximately $0.8 billion was driven by extended payment terms with our suppliers. The balance was primarily driven by an increase in fourth quarter marketing activity versus the prior year. These items, along with the impact of foreign exchange, drove a 24 day increase in days payable outstanding.
|
•
|
Other operating assets and liabilities generated $204 million of cash.
|
Amounts in millions
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5 Years
|
||||||||||
RECORDED LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt
|
$
|
31,455
|
|
|
$
|
13,543
|
|
|
$
|
3,101
|
|
|
$
|
4,236
|
|
|
$
|
10,575
|
|
Capital leases
|
51
|
|
|
13
|
|
|
20
|
|
|
10
|
|
|
8
|
|
|||||
Uncertain tax positions
(1)
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
OTHER
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments relating to long-term debt
|
5,220
|
|
|
594
|
|
|
1,014
|
|
|
887
|
|
|
2,725
|
|
|||||
Operating leases
(2)
|
1,493
|
|
|
261
|
|
|
510
|
|
|
354
|
|
|
368
|
|
|||||
Minimum pension funding
(3)
|
378
|
|
|
123
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(4)
|
1,607
|
|
|
843
|
|
|
393
|
|
|
169
|
|
|
202
|
|
|||||
TOTAL CONTRACTUAL COMMITMENTS
|
$
|
40,222
|
|
|
$
|
15,395
|
|
|
$
|
5,293
|
|
|
$
|
5,656
|
|
|
$
|
13,878
|
|
(1)
|
As of
June 30, 2017
, the Company's Consolidated Balance Sheet reflects a liability for uncertain tax positions of $585 million, including $120 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, 2017
, 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 2020 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 represents minimum commitments under take-or-pay agreements with suppliers and are in line with expected usage. This includes service contracts for information technology, human resources management and facilities management activities that have been outsourced. Such amounts also include arrangements with suppliers that qualify as embedded operating leases. 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, 2017
|
Net Sales Growth
|
Foreign Exchange Impact
|
Acquisition/Divestiture Impact
(1)
|
Organic Sales Growth
|
||||
Beauty
|
—
|
%
|
2
|
%
|
1
|
%
|
3
|
%
|
Grooming
|
(3
|
)%
|
2
|
%
|
1
|
%
|
—
|
%
|
Health Care
|
2
|
%
|
2
|
%
|
1
|
%
|
5
|
%
|
Fabric & Home Care
|
—
|
%
|
2
|
%
|
1
|
%
|
3
|
%
|
Baby, Feminine & Family Care
|
(1
|
)%
|
2
|
%
|
—
|
%
|
1
|
%
|
TOTAL COMPANY
|
—
|
%
|
2
|
%
|
—
|
%
|
2
|
%
|
|
|
|
|
|
||||
Year ended June 30, 2016
|
Net Sales Growth
|
Foreign Exchange Impact
|
Acquisition/Divestiture Impact
(1)
|
Organic Sales Growth
|
||||
Beauty
|
(9
|
)%
|
6
|
%
|
3
|
%
|
—
|
%
|
Grooming
|
(8
|
)%
|
9
|
%
|
1
|
%
|
2
|
%
|
Health Care
|
(5
|
)%
|
6
|
%
|
1
|
%
|
2
|
%
|
Fabric & Home Care
|
(7
|
)%
|
6
|
%
|
2
|
%
|
1
|
%
|
Baby, Feminine & Family Care
|
(9
|
)%
|
6
|
%
|
2
|
%
|
(1
|
)%
|
TOTAL COMPANY
|
(8
|
)%
|
6
|
%
|
3
|
%
|
1
|
%
|
(1)
|
Acquisition/Divestiture Impact also includes the impact of the Venezuela deconsolidation and the rounding impacts necessary to reconcile net sales to organic sales.
|
|
Operating
Cash Flow
|
Capital
Spending
|
Divestiture impacts
(1)
|
Adjusted Free
Cash Flow
|
||||||||
2017
|
$
|
12,753
|
|
$
|
(3,384
|
)
|
$
|
418
|
|
$
|
9,787
|
|
2016
|
15,435
|
|
(3,314
|
)
|
—
|
|
12,121
|
|
||||
2015
|
14,608
|
|
(3,736
|
)
|
729
|
|
11,601
|
|
(1)
|
Divestiture impacts relate to tax payments for the Beauty Brands divestiture in fiscal 2017 and the Pet Care divestiture in fiscal 2015.
|
|
Net
Earnings
|
Adjustments to Net Earnings
(1)
|
Net Earnings Excluding Adjustments
|
Adjusted Free Cash Flow
|
Adjusted Free
Cash Flow
Productivity
|
|||||||||
2017
|
$
|
15,411
|
|
$
|
(4,990
|
)
|
$
|
10,421
|
|
$
|
9,787
|
|
94
|
%
|
2016
|
10,604
|
|
(72
|
)
|
10,532
|
|
12,121
|
|
115
|
%
|
||||
2015
|
7,144
|
|
4,187
|
|
11,331
|
|
11,601
|
|
102
|
%
|
(1)
|
Adjustments to Net Earnings relate to the loss on early debt extinguishment and gain on the sale of the Beauty Brands business in fiscal 2017, the gain on the sale of the Batteries business and the Batteries impairment in fiscal 2016, and the Batteries impairment and Venezuela deconsolidation charges in fiscal 2015.
|
•
|
Incremental restructuring
: The Company has had and continues to have an ongoing level of restructuring activities. Such activities have resulted in ongoing annual restructuring related charges of approximately $250 - $500 million before tax. Beginning in 2012 Procter & Gamble began a $10 billion strategic productivity and cost savings initiative that includes incremental restructuring activities. In 2017, the company announced elements of an additional multi-year productivity and cost savings plan. These plans result in incremental restructuring charges to accelerate productivity efforts and cost savings. The adjustment to Core earnings includes only the restructuring costs above what we believe are the normal recurring level of restructuring costs.
|
•
|
Early debt extinguishment charges
: During fiscal 2017, the Company recorded a charge of $345 million after tax due to the early extinguishment of certain long-term debt. This charge represents the difference between the reacquisition price and the par value of the debt extinguished.
|
•
|
Charges for certain European legal matters
: Several countries in Europe issued separate complaints alleging that the Company, along with several other companies, engaged in violations of competition laws in prior periods. The Company established Legal Reserves related to these charges.
|
•
|
Venezuela deconsolidation charge
: For accounting purposes, evolving conditions resulted in a lack of control over our Venezuelan subsidiaries. Therefore, in accordance with the applicable accounting standards for consolidation, effective June 30, 2015, we deconsolidated our Venezuelan subsidiaries and began accounting for our investment in those subsidiaries using the cost method of accounting. The charge was incurred to write off our net assets related to Venezuela.
|
•
|
Venezuela balance sheet remeasurement & devaluation impacts
: Venezuela is a highly inflationary economy under U.S. GAAP. Prior to deconsolidation, the government enacted episodic changes to currency exchange mechanisms and rates, which resulted in currency remeasurement charges for non-dollar denominated monetary assets and liabilities held by our Venezuelan subsidiaries.
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures |
|||||||||||||||||||||||
Twelve Months Ended June 30, 2017
|
|||||||||||||||||||||||
|
AS REPORTED (GAAP)
|
|
DISCONTINUED OPERATIONS
|
|
INCREMENTAL RESTRUCTURING
|
|
EARLY DEBT EXTINGUISHMENT
|
|
ROUNDING
|
|
NON-GAAP (CORE)
|
||||||||||||
COST OF PRODUCTS SOLD
|
$
|
32,535
|
|
|
$
|
—
|
|
|
$
|
(498
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,037
|
|
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE
|
18,568
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
18,667
|
|
||||||
OPERATING INCOME
|
13,955
|
|
|
—
|
|
|
399
|
|
|
—
|
|
|
—
|
|
|
14,354
|
|
||||||
INCOME TAX ON CONTINUING OPERATIONS
|
3,063
|
|
|
—
|
|
|
120
|
|
|
198
|
|
|
—
|
|
|
3,381
|
|
||||||
NET EARNINGS ATTRIBUTABLE TO P&G
|
15,326
|
|
|
(5,217
|
)
|
|
279
|
|
|
345
|
|
|
(1
|
)
|
|
10,732
|
|
||||||
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Core EPS
|
|
|||||||
DILUTED NET EARNINGS PER COMMON SHARE*
|
$
|
5.59
|
|
|
$
|
(1.90
|
)
|
|
$
|
0.10
|
|
|
$
|
0.13
|
|
|
$
|
—
|
|
|
$
|
3.92
|
|
|
CHANGE VERSUS YEAR AGO
|
|
|
|
|
CORE EPS
|
7
|
%
|
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures |
|||||||||||||||||||||||
Twelve Months Ended June 30, 2016
|
|||||||||||||||||||||||
|
AS REPORTED (GAAP)
|
|
DISCONTINUED OPERATIONS
|
|
INCREMENTAL RESTRUCTURING
|
|
CHARGES FOR EUROPEAN LEGAL MATTERS
|
|
ROUNDING
|
|
NON-GAAP (CORE)
|
||||||||||||
COST OF PRODUCTS SOLD
|
$
|
32,909
|
|
|
$
|
—
|
|
|
$
|
(624
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,285
|
|
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE
|
18,949
|
|
|
—
|
|
|
31
|
|
|
(13
|
)
|
|
—
|
|
|
18,967
|
|
||||||
OPERATING INCOME
|
13,441
|
|
|
—
|
|
|
593
|
|
|
13
|
|
|
—
|
|
|
14,047
|
|
||||||
INCOME TAX ON CONTINUING OPERATIONS
|
3,342
|
|
|
—
|
|
|
94
|
|
|
2
|
|
|
(1
|
)
|
|
3,437
|
|
||||||
NET EARNINGS ATTRIBUTABLE TO P&G
|
10,508
|
|
|
(577
|
)
|
|
499
|
|
|
11
|
|
|
—
|
|
|
10,441
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Core EPS
|
||||||||||||
DILUTED NET EARNINGS PER COMMON SHARE*
|
$
|
3.69
|
|
|
$
|
(0.20
|
)
|
|
$
|
0.18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.67
|
|
|
CHANGE VERSUS YEAR AGO
|
|
|
|
|
CORE EPS
|
(2
|
)%
|
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures |
|||||||||||||||||||||||||||||||
Twelve Months Ended June 30, 2015
|
|||||||||||||||||||||||||||||||
|
AS REPORTED (GAAP)
|
|
DISCON-TINUED OPERATIONS
|
|
INCRE-MENTAL RESTRUC-TURING
|
|
VENEZUELA BALANCE SHEET DEVALUA-TION
|
|
VENEZUELA DECONSOL-IDATION
|
|
CHARGES FOR EUROPEAN LEGAL MATTERS
|
|
ROUND-ING
|
|
NON-GAAP (CORE)
|
||||||||||||||||
COST OF PRODUCTS SOLD
|
$
|
37,056
|
|
|
$
|
—
|
|
|
$
|
(518
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
36,537
|
|
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE
|
20,616
|
|
|
—
|
|
|
(103
|
)
|
|
(138
|
)
|
|
—
|
|
|
(28
|
)
|
|
1
|
|
|
20,348
|
|
||||||||
OPERATING INCOME
|
11,049
|
|
|
—
|
|
|
621
|
|
|
138
|
|
|
2,028
|
|
|
28
|
|
|
—
|
|
|
13,864
|
|
||||||||
INCOME TAX ON CONTINUING OPERATIONS
|
2,725
|
|
|
—
|
|
|
145
|
|
|
34
|
|
|
(24
|
)
|
|
—
|
|
|
(1
|
)
|
|
2,879
|
|
||||||||
NET EARNINGS ATTRIBUTABLE TO P&G
|
7,036
|
|
|
1,153
|
|
|
476
|
|
|
104
|
|
|
2,052
|
|
|
28
|
|
|
1
|
|
|
10,850
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core EPS
|
||||||||||||||||
DILUTED NET EARNINGS PER COMMON SHARE*
|
$
|
2.44
|
|
|
$
|
0.40
|
|
|
$
|
0.17
|
|
|
$
|
0.04
|
|
|
$
|
0.71
|
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
3.76
|
|
/s/ David S. Taylor
|
David S. Taylor
|
Chairman of the Board, President and Chief Executive Officer
|
|
/s/ Jon R. Moeller
|
Jon R. Moeller
|
Vice Chairman and Chief Financial Officer
|
|
August 7, 2017
|
/s/ Deloitte & Touche LLP
|
Cincinnati, Ohio
|
|
August 7, 2017
|
/s/ Deloitte & Touche LLP
|
Cincinnati, Ohio
|
|
August 7, 2017
|
Amounts in millions except per share amounts; Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||
NET SALES
|
$
|
65,058
|
|
|
$
|
65,299
|
|
|
$
|
70,749
|
|
Cost of products sold
|
32,535
|
|
|
32,909
|
|
|
37,056
|
|
|||
Selling, general and administrative expense
|
18,568
|
|
|
18,949
|
|
|
20,616
|
|
|||
Venezuela deconsolidation charge
|
—
|
|
|
—
|
|
|
2,028
|
|
|||
OPERATING INCOME
|
13,955
|
|
|
13,441
|
|
|
11,049
|
|
|||
Interest expense
|
465
|
|
|
579
|
|
|
626
|
|
|||
Interest income
|
171
|
|
|
182
|
|
|
149
|
|
|||
Other non-operating income/(expense), net
|
(404
|
)
|
|
325
|
|
|
440
|
|
|||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
13,257
|
|
|
13,369
|
|
|
11,012
|
|
|||
Income taxes on continuing operations
|
3,063
|
|
|
3,342
|
|
|
2,725
|
|
|||
NET EARNINGS FROM CONTINUING OPERATIONS
|
10,194
|
|
|
10,027
|
|
|
8,287
|
|
|||
NET EARNINGS/(LOSS) FROM DISCONTINUED OPERATIONS
|
5,217
|
|
|
577
|
|
|
(1,143
|
)
|
|||
NET EARNINGS
|
15,411
|
|
|
10,604
|
|
|
7,144
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
85
|
|
|
96
|
|
|
108
|
|
|||
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
|
$
|
15,326
|
|
|
$
|
10,508
|
|
|
$
|
7,036
|
|
|
|
|
|
|
|
||||||
BASIC NET EARNINGS PER COMMON SHARE:
(1)
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
3.79
|
|
|
$
|
3.59
|
|
|
$
|
2.92
|
|
Earnings/(loss) from discontinued operations
|
2.01
|
|
|
0.21
|
|
|
(0.42
|
)
|
|||
BASIC NET EARNINGS PER COMMON SHARE
|
$
|
5.80
|
|
|
$
|
3.80
|
|
|
$
|
2.50
|
|
DILUTED NET EARNINGS PER COMMON SHARE:
(1)
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
3.69
|
|
|
$
|
3.49
|
|
|
$
|
2.84
|
|
Earnings/(loss) from discontinued operations
|
1.90
|
|
|
0.20
|
|
|
(0.40
|
)
|
|||
DILUTED NET EARNINGS PER COMMON SHARE
|
$
|
5.59
|
|
|
$
|
3.69
|
|
|
$
|
2.44
|
|
DIVIDENDS PER COMMON SHARE
|
$
|
2.70
|
|
|
$
|
2.66
|
|
|
$
|
2.59
|
|
(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
|
2017
|
|
2016
|
|
2015
|
||||||
NET EARNINGS
|
$
|
15,411
|
|
|
$
|
10,604
|
|
|
$
|
7,144
|
|
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
|
|
|
|
|
||||||
Financial statement translation
|
239
|
|
|
(1,679
|
)
|
|
(7,220
|
)
|
|||
Unrealized gains/(losses) on hedges (net of
$(186)
, $5 and $739 tax, respectively)
|
(306
|
)
|
|
1
|
|
|
1,234
|
|
|||
Unrealized gains/(losses) on investment securities (net of
$(6)
, $7 and $0 tax, respectively)
|
(59
|
)
|
|
28
|
|
|
24
|
|
|||
Unrealized gains/(losses) on defined benefit retirement plans (net of
$551
, $(621) and $328 tax, respectively)
|
1,401
|
|
|
(1,477
|
)
|
|
844
|
|
|||
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
1,275
|
|
|
(3,127
|
)
|
|
(5,118
|
)
|
|||
TOTAL COMPREHENSIVE INCOME
|
16,686
|
|
|
7,477
|
|
|
2,026
|
|
|||
Less: Total comprehensive income attributable to noncontrolling interests
|
85
|
|
|
96
|
|
|
108
|
|
|||
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE
|
$
|
16,601
|
|
|
$
|
7,381
|
|
|
$
|
1,918
|
|
Amounts in millions; As of June 30
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,569
|
|
|
$
|
7,102
|
|
Available-for-sale investment securities
|
9,568
|
|
|
6,246
|
|
||
Accounts receivable
|
4,594
|
|
|
4,373
|
|
||
INVENTORIES
|
|
|
|
||||
Materials and supplies
|
1,308
|
|
|
1,188
|
|
||
Work in process
|
529
|
|
|
563
|
|
||
Finished goods
|
2,787
|
|
|
2,965
|
|
||
Total inventories
|
4,624
|
|
|
4,716
|
|
||
Deferred income taxes
|
—
|
|
|
1,507
|
|
||
Prepaid expenses and other current assets
|
2,139
|
|
|
2,653
|
|
||
Current assets held for sale
|
—
|
|
|
7,185
|
|
||
TOTAL CURRENT ASSETS
|
26,494
|
|
|
33,782
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
19,893
|
|
|
19,385
|
|
||
GOODWILL
|
44,699
|
|
|
44,350
|
|
||
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET
|
24,187
|
|
|
24,527
|
|
||
OTHER NONCURRENT ASSETS
|
5,133
|
|
|
5,092
|
|
||
TOTAL ASSETS
|
$
|
120,406
|
|
|
$
|
127,136
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
9,632
|
|
|
$
|
9,325
|
|
Accrued and other liabilities
|
7,024
|
|
|
7,449
|
|
||
Current liabilities held for sale
|
—
|
|
|
2,343
|
|
||
Debt due within one year
|
13,554
|
|
|
11,653
|
|
||
TOTAL CURRENT LIABILITIES
|
30,210
|
|
|
30,770
|
|
||
LONG-TERM DEBT
|
18,038
|
|
|
18,945
|
|
||
DEFERRED INCOME TAXES
|
8,126
|
|
|
9,113
|
|
||
OTHER NONCURRENT LIABILITIES
|
8,254
|
|
|
10,325
|
|
||
TOTAL LIABILITIES
|
64,628
|
|
|
69,153
|
|
||
SHAREHOLDERS' EQUITY
|
|
|
|
||||
Convertible Class A preferred stock, stated value $1 per share (600 shares authorized)
|
1,006
|
|
|
1,038
|
|
||
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: 2017 - 4,009.2, 2016 - 4,009.2 )
|
4,009
|
|
|
4,009
|
|
||
Additional paid-in capital
|
63,641
|
|
|
63,714
|
|
||
Reserve for ESOP debt retirement
|
(1,249
|
)
|
|
(1,290
|
)
|
||
Accumulated other comprehensive income/(loss)
|
(14,632
|
)
|
|
(15,907
|
)
|
||
Treasury stock, at cost (shares held: 2017 -1,455.9, 2016 - 1,341.2)
|
(93,715
|
)
|
|
(82,176
|
)
|
||
Retained earnings
|
96,124
|
|
|
87,953
|
|
||
Noncontrolling interest
|
594
|
|
|
642
|
|
||
TOTAL SHAREHOLDERS' EQUITY
|
55,778
|
|
|
57,983
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
120,406
|
|
|
$
|
127,136
|
|
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 Share-holders' Equity
|
|||||||||||||||||||
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
|
|
Net earnings
|
|
|
|
|
|
|
|
|
10,508
|
|
96
|
|
10,604
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(3,127
|
)
|
|
|
|
(3,127
|
)
|
|||||||||||||||||
Dividends to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Common
|
|
|
|
|
|
|
|
|
(7,181
|
)
|
|
(7,181
|
)
|
|||||||||||||||||
Preferred, net of tax benefits
|
|
|
|
|
|
|
|
|
(255
|
)
|
|
(255
|
)
|
|||||||||||||||||
Treasury purchases
(1)
|
(103,449
|
)
|
|
|
|
|
|
|
(8,217
|
)
|
|
|
(8,217
|
)
|
||||||||||||||||
Employee plan issuances
|
52,089
|
|
|
|
|
(144
|
)
|
|
|
3,234
|
|
|
|
3,090
|
|
|||||||||||||||
Preferred stock conversions
|
4,863
|
|
|
|
(39
|
)
|
6
|
|
|
|
33
|
|
|
|
—
|
|
||||||||||||||
ESOP debt impacts
|
|
|
|
|
|
30
|
|
|
|
74
|
|
|
104
|
|
||||||||||||||||
Noncontrolling interest, net
|
|
|
|
|
|
|
|
|
|
(85
|
)
|
(85
|
)
|
|||||||||||||||||
BALANCE JUNE 30, 2016
|
2,668,074
|
|
|
|
$4,009
|
|
|
$1,038
|
|
|
$63,714
|
|
|
($1,290
|
)
|
|
($15,907
|
)
|
|
($82,176
|
)
|
|
$87,953
|
|
|
$642
|
|
|
$57,983
|
|
Net earnings
|
|
|
|
|
|
|
|
|
15,326
|
|
85
|
|
15,411
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
1,275
|
|
|
|
|
1,275
|
|
|||||||||||||||||
Dividends to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Common
|
|
|
|
|
|
|
|
|
(6,989
|
)
|
|
(6,989
|
)
|
|||||||||||||||||
Preferred, net of tax benefits
|
|
|
|
|
|
|
|
|
(247
|
)
|
|
(247
|
)
|
|||||||||||||||||
Treasury purchases
(2)
|
(164,866
|
)
|
|
|
|
|
|
|
(14,625
|
)
|
|
|
(14,625
|
)
|
||||||||||||||||
Employee plan issuances
|
45,848
|
|
|
|
|
(77
|
)
|
|
|
3,058
|
|
|
|
2,981
|
|
|||||||||||||||
Preferred stock conversions
|
4,241
|
|
|
|
(32
|
)
|
4
|
|
|
|
28
|
|
|
|
—
|
|
||||||||||||||
ESOP debt impacts
|
|
|
|
|
|
41
|
|
|
|
81
|
|
|
122
|
|
||||||||||||||||
Noncontrolling interest, net
|
|
|
|
|
|
|
|
|
|
(133
|
)
|
(133
|
)
|
|||||||||||||||||
BALANCE JUNE 30, 2017
|
2,553,297
|
|
|
|
$4,009
|
|
|
$1,006
|
|
|
$63,641
|
|
|
($1,249
|
)
|
|
($14,632
|
)
|
|
($93,715
|
)
|
|
$96,124
|
|
|
$594
|
|
|
$55,778
|
|
(1)
|
Includes
$4,213
of treasury shares acquired in the divestiture of the Batteries business (see Note 13).
|
(2)
|
Includes
$9,421
of treasury shares received as part of the share exchange in the Beauty Brands transaction (see Note 13).
|
Amounts in millions; Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
$
|
7,102
|
|
|
$
|
6,836
|
|
|
$
|
8,548
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net earnings
|
15,411
|
|
|
10,604
|
|
|
7,144
|
|
|||
Depreciation and amortization
|
2,820
|
|
|
3,078
|
|
|
3,134
|
|
|||
Loss on early extinguishment of debt
|
543
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation expense
|
351
|
|
|
335
|
|
|
337
|
|
|||
Deferred income taxes
|
(601
|
)
|
|
(815
|
)
|
|
(803
|
)
|
|||
Gain on sale of assets
|
(5,490
|
)
|
|
(41
|
)
|
|
(766
|
)
|
|||
Venezuela deconsolidation charge
|
—
|
|
|
—
|
|
|
2,028
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
450
|
|
|
2,174
|
|
|||
Change in accounts receivable
|
(322
|
)
|
|
35
|
|
|
349
|
|
|||
Change in inventories
|
71
|
|
|
116
|
|
|
313
|
|
|||
Change in accounts payable, accrued and other liabilities
|
(149
|
)
|
|
1,285
|
|
|
928
|
|
|||
Change in other operating assets and liabilities
|
(43
|
)
|
|
204
|
|
|
(976
|
)
|
|||
Other
|
162
|
|
|
184
|
|
|
746
|
|
|||
TOTAL OPERATING ACTIVITIES
|
12,753
|
|
|
15,435
|
|
|
14,608
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(3,384
|
)
|
|
(3,314
|
)
|
|
(3,736
|
)
|
|||
Proceeds from asset sales
|
571
|
|
|
432
|
|
|
4,498
|
|
|||
Cash related to deconsolidated Venezuela operations
|
—
|
|
|
—
|
|
|
(908
|
)
|
|||
Acquisitions, net of cash acquired
|
(16
|
)
|
|
(186
|
)
|
|
(137
|
)
|
|||
Purchases of short-term investments
|
(4,843
|
)
|
|
(2,815
|
)
|
|
(3,647
|
)
|
|||
Proceeds from sales and maturities of short-term investments
|
1,488
|
|
|
1,354
|
|
|
1,203
|
|
|||
Pre-divestiture addition of restricted cash related to the Beauty Brands divestiture
|
(874
|
)
|
|
(996
|
)
|
|
—
|
|
|||
Cash transferred at closing related to the Beauty Brands divestiture
|
(475
|
)
|
|
—
|
|
|
—
|
|
|||
Release of restricted cash upon closing of the Beauty Brands divestiture
|
1,870
|
|
|
—
|
|
|
—
|
|
|||
Cash transferred in Batteries divestiture
|
—
|
|
|
(143
|
)
|
|
—
|
|
|||
Change in other investments
|
(26
|
)
|
|
93
|
|
|
(163
|
)
|
|||
TOTAL INVESTING ACTIVITIES
|
(5,689
|
)
|
|
(5,575
|
)
|
|
(2,890
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Dividends to shareholders
|
(7,236
|
)
|
|
(7,436
|
)
|
|
(7,287
|
)
|
|||
Change in short-term debt
|
2,727
|
|
|
(418
|
)
|
|
(2,580
|
)
|
|||
Additions to long-term debt
|
3,603
|
|
|
3,916
|
|
|
2,138
|
|
|||
Reductions of long-term debt
|
(4,931
|
)
|
(1)
|
(2,213
|
)
|
|
(3,512
|
)
|
|||
Treasury stock purchases
|
(5,204
|
)
|
|
(4,004
|
)
|
|
(4,604
|
)
|
|||
Treasury stock from cash infused in Batteries divestiture
|
—
|
|
|
(1,730
|
)
|
|
—
|
|
|||
Impact of stock options and other
|
2,473
|
|
|
2,672
|
|
|
2,826
|
|
|||
TOTAL FINANCING ACTIVITIES
|
(8,568
|
)
|
|
(9,213
|
)
|
|
(13,019
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(29
|
)
|
|
(381
|
)
|
|
(411
|
)
|
|||
CHANGE IN CASH AND CASH EQUIVALENTS
|
(1,533
|
)
|
|
266
|
|
|
(1,712
|
)
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
5,569
|
|
|
$
|
7,102
|
|
|
$
|
6,836
|
|
SUPPLEMENTAL DISCLOSURE
|
|
|
|
|
|
||||||
Cash payments for interest
|
$
|
518
|
|
|
$
|
569
|
|
|
$
|
678
|
|
Cash payment for income taxes
|
3,714
|
|
|
3,730
|
|
|
4,558
|
|
|||
Divestiture of Batteries business in exchange for shares of P&G stock
(2)
|
—
|
|
|
4,213
|
|
|
—
|
|
|||
Divestiture of Beauty business in exchange for shares of P&G stock and assumption of debt
|
11,360
|
|
|
—
|
|
|
—
|
|
|||
Assets acquired through non-cash capital leases are immaterial for all periods.
|
|
|
|
|
|
(
1)
|
Includes
$543
of costs related to early extinguishment of debt.
|
(2)
|
Includes $1,730 from cash infused into the Batteries business pursuant to the divestiture agreement (see Note 13).
|
•
|
Beauty
: Hair Care (Conditioner, Shampoo, Styling Aids, Treatments); Skin and Personal Care (Antiperspirant and Deodorant, Personal Cleansing, Skin Care);
|
•
|
Grooming
: Shave Care (Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Shave Care); Appliances
|
•
|
Health Care
: Oral Care (Toothbrushes, Toothpaste, Other Oral Care); Personal Health Care (Gastrointestinal, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care);
|
•
|
Fabric & Home Care
: Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care ); and
|
•
|
Baby, Feminine & Family Care
: Baby Care (Baby Wipes, Diapers and Pants); Feminine Care (Adult Incontinence, Feminine Care); Family Care (Paper Towels, Tissues, Toilet Paper).
|
(1)
|
% 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
|
2017
|
|
$
|
11,429
|
|
|
$
|
2,546
|
|
|
$
|
1,914
|
|
|
$
|
220
|
|
|
$
|
4,184
|
|
|
$
|
599
|
|
|
2016
|
|
11,477
|
|
|
2,636
|
|
|
1,975
|
|
|
218
|
|
|
3,888
|
|
|
435
|
|
||||||
|
2015
|
|
12,608
|
|
|
2,895
|
|
|
2,181
|
|
|
247
|
|
|
4,004
|
|
|
411
|
|
||||||
GROOMING
|
2017
|
|
6,642
|
|
|
1,985
|
|
|
1,537
|
|
|
433
|
|
|
22,759
|
|
|
341
|
|
||||||
|
2016
|
|
6,815
|
|
|
2,009
|
|
|
1,548
|
|
|
451
|
|
|
22,819
|
|
|
383
|
|
||||||
|
2015
|
|
7,441
|
|
|
2,374
|
|
|
1,787
|
|
|
540
|
|
|
23,090
|
|
|
372
|
|
||||||
HEALTH CARE
|
2017
|
|
7,513
|
|
|
1,898
|
|
|
1,280
|
|
|
209
|
|
|
5,194
|
|
|
283
|
|
||||||
|
2016
|
|
7,350
|
|
|
1,812
|
|
|
1,250
|
|
|
204
|
|
|
5,139
|
|
|
240
|
|
||||||
|
2015
|
|
7,713
|
|
|
1,700
|
|
|
1,167
|
|
|
202
|
|
|
5,212
|
|
|
218
|
|
||||||
FABRIC & HOME CARE
|
2017
|
|
20,717
|
|
|
4,249
|
|
|
2,713
|
|
|
513
|
|
|
6,886
|
|
|
797
|
|
||||||
|
2016
|
|
20,730
|
|
|
4,249
|
|
|
2,778
|
|
|
531
|
|
|
6,919
|
|
|
672
|
|
||||||
|
2015
|
|
22,274
|
|
|
4,059
|
|
|
2,634
|
|
|
547
|
|
|
7,155
|
|
|
986
|
|
||||||
BABY, FEMININE & FAMILY CARE
|
2017
|
|
18,252
|
|
|
3,868
|
|
|
2,503
|
|
|
874
|
|
|
9,920
|
|
|
1,197
|
|
||||||
|
2016
|
|
18,505
|
|
|
4,042
|
|
|
2,650
|
|
|
886
|
|
|
9,863
|
|
|
1,261
|
|
||||||
|
2015
|
|
20,247
|
|
|
4,317
|
|
|
2,938
|
|
|
924
|
|
|
10,109
|
|
|
1,337
|
|
||||||
CORPORATE
(1)
|
2017
|
|
505
|
|
|
(1,289
|
)
|
|
247
|
|
|
571
|
|
|
71,463
|
|
|
167
|
|
||||||
|
2016
|
|
422
|
|
|
(1,379
|
)
|
|
(174
|
)
|
|
788
|
|
|
78,508
|
|
|
323
|
|
||||||
|
2015
|
|
466
|
|
|
(4,333
|
)
|
|
(2,420
|
)
|
|
674
|
|
|
79,925
|
|
|
412
|
|
||||||
TOTAL COMPANY
|
2017
|
|
$
|
65,058
|
|
|
$
|
13,257
|
|
|
$
|
10,194
|
|
|
$
|
2,820
|
|
|
$
|
120,406
|
|
|
$
|
3,384
|
|
|
2016
|
|
65,299
|
|
|
13,369
|
|
|
10,027
|
|
|
3,078
|
|
|
127,136
|
|
|
3,314
|
|
||||||
|
2015
|
|
70,749
|
|
|
11,012
|
|
|
8,287
|
|
|
3,134
|
|
|
129,495
|
|
|
3,736
|
|
(1)
|
The Corporate reportable segment includes depreciation and amortization, total assets and capital expenditures of the Beauty Brands, Batteries and Pet Care businesses prior to their divestiture.
|
As of June 30
|
2017
|
|
2016
|
||||
PROPERTY, PLANT AND EQUIPMENT
|
|||||||
Buildings
|
$
|
6,943
|
|
|
$
|
6,885
|
|
Machinery and equipment
|
29,505
|
|
|
29,506
|
|
||
Land
|
765
|
|
|
769
|
|
||
Construction in progress
|
2,935
|
|
|
2,706
|
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT
|
40,148
|
|
|
39,866
|
|
||
Accumulated depreciation
|
(20,255
|
)
|
|
(20,481
|
)
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
$
|
19,893
|
|
|
$
|
19,385
|
|
Amounts in millions
|
Separations
|
Asset-Related Costs
|
Other
|
Total
|
||||||||
RESERVE JUNE 30, 2015
|
$
|
362
|
|
$
|
—
|
|
$
|
27
|
|
$
|
389
|
|
Charges
|
262
|
|
432
|
|
283
|
|
977
|
|
||||
Cash spent
|
(381
|
)
|
—
|
|
(238
|
)
|
(619
|
)
|
||||
Charges against assets
|
—
|
|
(432
|
)
|
—
|
|
(432
|
)
|
||||
RESERVE JUNE 30, 2016
|
243
|
|
—
|
|
72
|
|
315
|
|
||||
Charges
|
206
|
|
397
|
|
151
|
|
754
|
|
||||
Cash spent
(1)
|
(221
|
)
|
—
|
|
(174
|
)
|
(395
|
)
|
||||
Charges against assets
|
—
|
|
(397
|
)
|
—
|
|
(397
|
)
|
||||
RESERVE JUNE 30, 2017
|
$
|
228
|
|
$
|
—
|
|
$
|
49
|
|
$
|
277
|
|
(1)
|
Includes liabilities transferred to Coty related to our Beauty Brands divestiture.
|
Years ended June 30
|
2017
|
2016
|
2015
|
||||||
Beauty
|
$
|
90
|
|
$
|
72
|
|
$
|
63
|
|
Grooming
|
45
|
|
42
|
|
57
|
|
|||
Health Care
|
15
|
|
26
|
|
32
|
|
|||
Fabric & Home Care
|
144
|
|
250
|
|
197
|
|
|||
Baby, Feminine & Family Care
|
231
|
|
225
|
|
192
|
|
|||
Corporate
(1)
|
229
|
|
362
|
|
527
|
|
|||
Total Company
|
$
|
754
|
|
$
|
977
|
|
$
|
1,068
|
|
(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 Batteries and Beauty Brands businesses.
|
|
Beauty
|
Grooming
|
Health Care
|
Fabric & Home Care
|
Baby, Feminine & Family Care
|
Corporate
|
Total Company
|
||||||||||||||
Balance at June 30, 2015 - Net
(1) (2)
|
12,704
|
|
19,619
|
|
5,876
|
|
1,874
|
|
4,549
|
|
—
|
|
44,622
|
|
|||||||
Acquisitions and divestitures
|
(2
|
)
|
—
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
|||||||
Translation and other
|
(57
|
)
|
(142
|
)
|
(34
|
)
|
(18
|
)
|
(17
|
)
|
—
|
|
(268
|
)
|
|||||||
Balance at June 30, 2016 - Net
(1)
|
12,645
|
|
19,477
|
|
5,840
|
|
1,856
|
|
4,532
|
|
—
|
|
44,350
|
|
|||||||
Acquisitions and divestitures
|
—
|
|
—
|
|
(10
|
)
|
(3
|
)
|
(24
|
)
|
—
|
|
(37
|
)
|
|||||||
Translation and other
|
146
|
|
150
|
|
48
|
|
4
|
|
38
|
|
—
|
|
386
|
|
|||||||
Balance at June 30, 2017 - Net
(1)
|
$
|
12,791
|
|
$
|
19,627
|
|
$
|
5,878
|
|
$
|
1,857
|
|
$
|
4,546
|
|
$
|
—
|
|
$
|
44,699
|
|
(1)
|
Grooming goodwill balance is net of
$1.2 billion
accumulated impairment losses.
|
(2)
|
The Batteries goodwill at
June 30, 2015
, net of
$2.1 billion
accumulated impairment losses, was reported in Current assets held for sale in the Consolidated Balance Sheet. The Batteries business was divested in February 2016.
|
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||
Intangible asset amortization
|
$
|
325
|
|
|
$
|
388
|
|
|
$
|
457
|
|
Years ending June 30
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||
Estimated amortization expense
|
$
|
292
|
|
$
|
275
|
|
$
|
249
|
|
$
|
201
|
|
$
|
185
|
|
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
9,031
|
|
|
$
|
8,788
|
|
|
$
|
8,496
|
|
International
|
4,226
|
|
|
4,581
|
|
|
2,516
|
|
|||
TOTAL
|
$
|
13,257
|
|
|
$
|
13,369
|
|
|
$
|
11,012
|
|
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
|||
U.S. federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Country mix impacts of foreign operations
|
(6.8
|
)%
|
|
(9.1
|
)%
|
|
(14.0
|
)%
|
Changes in uncertain tax positions
|
(2.0
|
)%
|
|
(0.5
|
)%
|
|
(0.9
|
)%
|
Excess tax benefits from the exercise of stock options
|
(1.3
|
)%
|
|
—
|
%
|
|
—
|
%
|
Venezuela deconsolidation charge
|
—
|
%
|
|
—
|
%
|
|
6.6
|
%
|
Other
|
(1.8
|
)%
|
|
(0.4
|
)%
|
|
(2.0
|
)%
|
EFFECTIVE INCOME TAX RATE
|
23.1
|
%
|
|
25.0
|
%
|
|
24.7
|
%
|
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||
BEGINNING OF YEAR
|
$
|
857
|
|
|
$
|
1,096
|
|
|
$
|
1,437
|
|
Increases in tax positions for prior years
|
87
|
|
|
124
|
|
|
87
|
|
|||
Decreases in tax positions for prior years
|
(147
|
)
|
|
(97
|
)
|
|
(146
|
)
|
|||
Increases in tax positions for current year
|
75
|
|
|
97
|
|
|
118
|
|
|||
Settlements with taxing authorities
|
(381
|
)
|
|
(301
|
)
|
|
(250
|
)
|
|||
Lapse in statute of limitations
|
(22
|
)
|
|
(39
|
)
|
|
(27
|
)
|
|||
Currency translation
|
(4
|
)
|
|
(23
|
)
|
|
(123
|
)
|
|||
END OF YEAR
|
$
|
465
|
|
|
$
|
857
|
|
|
$
|
1,096
|
|
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
CONSOLIDATED AMOUNTS
|
Continuing Operations
|
Dis-continued Operations
|
Total
|
|
Continuing Operations
|
Dis-continued Operations
|
Total
|
|
Continuing Operations
|
Dis-continued Operations
|
Total
|
||||||||||||||||||
Net earnings/(loss)
|
$
|
10,194
|
|
$
|
5,217
|
|
$
|
15,411
|
|
|
$
|
10,027
|
|
$
|
577
|
|
$
|
10,604
|
|
|
$
|
8,287
|
|
$
|
(1,143
|
)
|
$
|
7,144
|
|
Net earnings attributable to noncontrolling interests
|
(85
|
)
|
—
|
|
(85
|
)
|
|
(96
|
)
|
—
|
|
(96
|
)
|
|
(98
|
)
|
(10
|
)
|
(108
|
)
|
|||||||||
Net earnings/(loss) attributable to P&G (Diluted)
|
10,109
|
|
5,217
|
|
15,326
|
|
|
9,931
|
|
577
|
|
10,508
|
|
|
8,189
|
|
(1,153
|
)
|
7,036
|
|
|||||||||
Preferred dividends, net of tax
|
(247
|
)
|
—
|
|
(247
|
)
|
|
(255
|
)
|
—
|
|
(255
|
)
|
|
(259
|
)
|
—
|
|
(259
|
)
|
|||||||||
Net earnings/(loss) attributable to P&G available to common shareholders (Basic)
|
$
|
9,862
|
|
$
|
5,217
|
|
$
|
15,079
|
|
|
$
|
9,676
|
|
$
|
577
|
|
$
|
10,253
|
|
|
$
|
7,930
|
|
$
|
(1,153
|
)
|
$
|
6,777
|
|
SHARES IN MILLIONS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic weighted average common shares outstanding
|
2,598.1
|
|
2,598.1
|
|
2,598.1
|
|
|
2,698.9
|
|
2,698.9
|
|
2,698.9
|
|
|
2,711.7
|
|
2,711.7
|
|
2,711.7
|
|
|||||||||
Add: Effect of dilutive securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Conversion of preferred shares
(1)
|
99.3
|
|
99.3
|
|
99.3
|
|
|
103.9
|
|
103.9
|
|
103.9
|
|
|
108.6
|
|
108.6
|
|
108.6
|
|
|||||||||
Impact of stock options and other unvested equity awards
(2)
|
43.0
|
|
43.0
|
|
43.0
|
|
|
41.6
|
|
41.6
|
|
41.6
|
|
|
63.3
|
|
63.3
|
|
63.3
|
|
|||||||||
Diluted weighted average common shares outstanding
|
2,740.4
|
|
2,740.4
|
|
2,740.4
|
|
|
2,844.4
|
|
2,844.4
|
|
2,844.4
|
|
|
2,883.6
|
|
2,883.6
|
|
2,883.6
|
|
|||||||||
PER SHARE AMOUNTS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic net earnings/(loss) per common share
(3)
|
$
|
3.79
|
|
$
|
2.01
|
|
$
|
5.80
|
|
|
$
|
3.59
|
|
$
|
0.21
|
|
$
|
3.80
|
|
|
$
|
2.92
|
|
$
|
(0.42
|
)
|
$
|
2.50
|
|
Diluted net earnings/(loss) per common share
(3)
|
$
|
3.69
|
|
$
|
1.90
|
|
$
|
5.59
|
|
|
$
|
3.49
|
|
$
|
0.20
|
|
$
|
3.69
|
|
|
$
|
2.84
|
|
$
|
(0.40
|
)
|
$
|
2.44
|
|
(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)
|
Weighted average outstanding stock options of approximately
20 million
in
2017
,
55 million
in
2016
and
8 million
in
2015
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/(loss) attributable to Procter & Gamble.
|
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||
Stock options
|
$
|
216
|
|
|
$
|
199
|
|
|
$
|
223
|
|
RSUs and PSUs
|
150
|
|
|
143
|
|
|
114
|
|
|||
Total stock-based expense
(1)
|
$
|
366
|
|
|
$
|
342
|
|
|
$
|
337
|
|
|
|
|
|
|
|
||||||
Income tax benefit
(1)
|
$
|
111
|
|
|
$
|
85
|
|
|
$
|
109
|
|
(1)
|
Includes amounts related to discontinued operations, which are not material in any period presented.
|
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
|||||||||
Interest rate
|
0.8
|
-
|
2.6
|
%
|
|
0.7
|
-
|
1.9
|
%
|
|
0.1
|
-
|
2.1
|
%
|
Weighted average interest rate
|
2.6
|
%
|
|
1.8
|
%
|
|
2.0
|
%
|
||||||
Dividend yield
|
3.2
|
%
|
|
3.2
|
%
|
|
3.1
|
%
|
||||||
Expected volatility
|
12
|
-
|
16
|
%
|
|
15
|
-
|
17
|
%
|
|
11
|
-
|
15
|
%
|
Weighted average volatility
|
15
|
%
|
|
16
|
%
|
|
15
|
%
|
||||||
Expected life in years
|
9.6
|
|
|
8.3
|
|
|
8.3
|
|
Options
|
Options (in thousands)
|
Weighted Average Exercise Price
|
Weighted Average Contract-ual Life in Years
|
Aggregate Intrinsic Value
|
|||||
Outstanding, beginning of year
|
230,397
|
|
$
|
68.02
|
|
|
|
||
Granted
|
21,425
|
|
90.70
|
|
|
|
|||
Exercised
|
(44,070
|
)
|
59.11
|
|
|
|
|||
Canceled
|
(1,267
|
)
|
69.76
|
|
|
|
|||
OUTSTANDING, END OF YEAR
|
206,485
|
|
$
|
72.46
|
|
5.4
|
$
|
3,109
|
|
EXERCISABLE
|
140,803
|
|
$
|
66.71
|
|
3.9
|
$
|
2,878
|
|
|
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, 2016
|
5,274
|
|
$
|
65.53
|
|
|
1,146
|
|
$
|
75.25
|
|
Granted
|
1,730
|
|
89.74
|
|
|
623
|
|
91.03
|
|
||
Vested
|
(1,586
|
)
|
66.70
|
|
|
(575
|
)
|
77.55
|
|
||
Forfeited
|
(59
|
)
|
69.21
|
|
|
—
|
|
—
|
|
||
Non-vested at June 30, 2017
|
5,359
|
|
$
|
74.98
|
|
|
1,194
|
|
$
|
82.40
|
|
|
Pension Benefits
(1)
|
|
Other Retiree Benefits
(2)
|
||||||||||||
Years ended June 30
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
CHANGE IN BENEFIT OBLIGATION
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
(3)
|
$
|
17,285
|
|
|
$
|
15,951
|
|
|
$
|
5,632
|
|
|
$
|
4,904
|
|
Service cost
|
310
|
|
|
314
|
|
|
133
|
|
|
124
|
|
||||
Interest cost
|
300
|
|
|
466
|
|
|
175
|
|
|
219
|
|
||||
Participants' contributions
|
14
|
|
|
17
|
|
|
74
|
|
|
74
|
|
||||
Amendments
|
2
|
|
|
8
|
|
|
—
|
|
|
(40
|
)
|
||||
Net actuarial loss/(gain)
|
(643
|
)
|
|
1,927
|
|
|
(554
|
)
|
|
589
|
|
||||
Acquisitions/(divestitures)
(4)
|
(413
|
)
|
|
(21
|
)
|
|
(31
|
)
|
|
(7
|
)
|
||||
Curtailments
|
(132
|
)
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
||||
Special termination benefits
|
4
|
|
|
6
|
|
|
21
|
|
|
12
|
|
||||
Currency translation and other
|
35
|
|
|
(826
|
)
|
|
16
|
|
|
(14
|
)
|
||||
Benefit payments
|
(602
|
)
|
|
(557
|
)
|
|
(242
|
)
|
|
(229
|
)
|
||||
BENEFIT OBLIGATION AT END OF YEAR
(3)
|
$
|
16,160
|
|
|
$
|
17,285
|
|
|
$
|
5,187
|
|
|
$
|
5,632
|
|
CHANGE IN PLAN ASSETS
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
10,269
|
|
|
$
|
10,605
|
|
|
$
|
3,787
|
|
|
$
|
3,470
|
|
Actual return on plan assets
|
884
|
|
|
630
|
|
|
136
|
|
|
408
|
|
||||
Acquisitions/(divestitures)
(4)
|
(34
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
316
|
|
|
306
|
|
|
36
|
|
|
32
|
|
||||
Participants' contributions
|
14
|
|
|
17
|
|
|
74
|
|
|
74
|
|
||||
Currency translation and other
|
(18
|
)
|
|
(719
|
)
|
|
(4
|
)
|
|
(8
|
)
|
||||
ESOP debt impacts
(5)
|
—
|
|
|
—
|
|
|
44
|
|
|
40
|
|
||||
Benefit payments
|
(602
|
)
|
|
(557
|
)
|
|
(242
|
)
|
|
(229
|
)
|
||||
FAIR VALUE OF PLAN ASSETS AT END OF YEAR
|
$
|
10,829
|
|
|
$
|
10,269
|
|
|
$
|
3,831
|
|
|
$
|
3,787
|
|
Reclassification of net obligation to held for sale liabilities
|
—
|
|
|
402
|
|
|
—
|
|
|
16
|
|
||||
FUNDED STATUS
|
$
|
(5,331
|
)
|
|
$
|
(6,614
|
)
|
|
$
|
(1,356
|
)
|
|
$
|
(1,829
|
)
|
(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)
|
For the year ended
June 30, 2017
, this represents the obligations and plans which were classified as held for sale at
June 30, 2016
.
|
(5)
|
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
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
CLASSIFICATION OF NET AMOUNT RECOGNIZED
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
196
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(40
|
)
|
|
(33
|
)
|
|
(23
|
)
|
|
(21
|
)
|
||||
Noncurrent liabilities
|
(5,487
|
)
|
|
(6,761
|
)
|
|
(1,333
|
)
|
|
(1,808
|
)
|
||||
NET AMOUNT RECOGNIZED
|
$
|
(5,331
|
)
|
|
$
|
(6,614
|
)
|
|
$
|
(1,356
|
)
|
|
$
|
(1,829
|
)
|
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI)
|
|
|
|||||||||||||
Net actuarial loss
|
$
|
4,548
|
|
|
$
|
6,088
|
|
|
$
|
1,819
|
|
|
$
|
2,247
|
|
Prior service cost/(credit)
|
245
|
|
|
270
|
|
|
(293
|
)
|
|
(334
|
)
|
||||
NET AMOUNTS RECOGNIZED IN AOCI
|
$
|
4,793
|
|
|
$
|
6,358
|
|
|
$
|
1,526
|
|
|
$
|
1,913
|
|
|
Accumulated Benefit Obligation Exceeds the Fair Value of Plan Assets
|
|
Projected Benefit Obligation Exceeds the Fair Value of Plan Assets
|
||||||||||||
As of June 30
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Projected benefit obligation
|
$
|
13,699
|
|
|
$
|
15,233
|
|
|
$
|
14,181
|
|
|
$
|
15,853
|
|
Accumulated benefit obligation
|
12,276
|
|
|
13,587
|
|
|
12,630
|
|
|
14,149
|
|
||||
Fair value of plan assets
|
8,279
|
|
|
8,082
|
|
|
8,654
|
|
|
8,657
|
|
(1)
|
Service cost includes amounts related to discontinued operations, which are not material for any period.
|
(2)
|
Amortization of net actuarial loss / prior service cost due to settlement and curtailments and
$18
of the special termination benefits are included in Net earnings from discontinued operations.
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||
Net actuarial loss
|
$
|
289
|
|
|
$
|
67
|
|
Prior service cost/(credit)
|
28
|
|
|
(35
|
)
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||
As of June 30
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
2.4
|
%
|
|
2.1
|
%
|
|
3.9
|
%
|
|
3.6
|
%
|
Rate of compensation increase
|
3.0
|
%
|
|
2.9
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care cost trend rates assumed for next year
|
N/A
|
|
|
N/A
|
|
|
6.4
|
%
|
|
7.2
|
%
|
Rate to which the health care cost trend rate is assumed to decline (ultimate trend rate)
|
N/A
|
|
|
N/A
|
|
|
4.9
|
%
|
|
4.9
|
%
|
Year that the rate reaches the ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
2022
|
|
|
2021
|
|
(1)
|
Determined as of end of year.
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
2.1
|
%
|
|
3.1
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
|
4.5
|
%
|
|
4.4
|
%
|
Expected return on plan assets
|
6.9
|
%
|
|
7.2
|
%
|
|
7.2
|
%
|
|
8.3
|
%
|
|
8.3
|
%
|
|
8.3
|
%
|
Rate of compensation increase
|
2.9
|
%
|
|
3.1
|
%
|
|
3.2
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
(1)
|
Determined as of beginning of year.
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on the total service and interest cost components
|
$
|
74
|
|
|
$
|
(55
|
)
|
Effect on the accumulated postretirement benefit obligation
|
950
|
|
|
(697
|
)
|
|
Target Asset Allocation
|
|
Actual Asset Allocation at June 30
|
||||||||||||||
|
Pension Benefits
|
|
Other Retiree
Benefits
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||
Asset Category
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cash
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
Debt securities
|
57
|
%
|
|
3
|
%
|
|
53
|
%
|
|
55
|
%
|
|
4
|
%
|
|
4
|
%
|
Equity securities
|
41
|
%
|
|
95
|
%
|
|
45
|
%
|
|
43
|
%
|
|
95
|
%
|
|
94
|
%
|
TOTAL
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||||
As of June 30
|
Fair Value Hierarchy Level
|
|
2017
|
|
2016
|
|
Fair Value Hierarchy Level
|
|
2017
|
|
2016
|
||||||||
ASSETS AT FAIR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
134
|
|
|
$
|
151
|
|
|
1
|
|
$
|
6
|
|
|
$
|
70
|
|
Company stock
(1)
|
|
|
—
|
|
|
—
|
|
|
2
|
|
3,643
|
|
|
3,545
|
|
||||
Other
(2)
|
1, 2 & 3
|
|
165
|
|
|
166
|
|
|
1
|
|
7
|
|
|
—
|
|
||||
TOTAL ASSETS IN THE FAIR VALUE HEIRARCHY
|
|
|
$
|
299
|
|
|
$
|
317
|
|
|
|
|
$
|
3,656
|
|
|
$
|
3,615
|
|
Investments valued at net asset value
|
|
|
$
|
10,530
|
|
|
9,952
|
|
|
|
|
$
|
175
|
|
|
172
|
|
||
TOTAL ASSETS AT FAIR VALUE
|
|
|
$
|
10,829
|
|
|
10,269
|
|
|
|
|
$
|
3,831
|
|
|
3,787
|
|
(1)
|
Company stock is net of ESOP debt discussed below.
|
(2)
|
The Company's other pension plan assets measured at fair value are generally classified as Level 3 within the fair value hierarchy. There are no material other pension plan asset balances classified as Level 1 or Level 2 within the fair value hierarchy.
|
Years ending June 30
|
Pension
Benefits
|
|
Other Retiree
Benefits
|
||||
EXPECTED BENEFIT PAYMENTS
|
|
|
|||||
2018
|
$
|
524
|
|
|
$
|
198
|
|
2019
|
530
|
|
|
211
|
|
||
2020
|
539
|
|
|
222
|
|
||
2021
|
575
|
|
|
232
|
|
||
2022
|
596
|
|
|
242
|
|
||
2023 - 2027
|
3,221
|
|
|
1,334
|
|
Shares in thousands
|
2017
|
|
2016
|
|
2015
|
|||
Allocated
|
36,488
|
|
|
39,241
|
|
|
42,044
|
|
Unallocated
|
5,060
|
|
|
6,095
|
|
|
7,228
|
|
TOTAL SERIES A
|
41,548
|
|
|
45,336
|
|
|
49,272
|
|
|
|
|
|
|||||
Allocated
|
25,378
|
|
|
23,925
|
|
|
23,074
|
|
Unallocated
|
30,412
|
|
|
32,319
|
|
|
34,096
|
|
TOTAL SERIES B
|
55,790
|
|
|
56,244
|
|
|
57,170
|
|
•
|
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.
|
|
Fair Value Asset
|
||||||
As of June 30
|
2017
|
|
2016
|
||||
Investments:
|
|
|
|
||||
U.S. government securities
|
$
|
6,297
|
|
|
$
|
4,839
|
|
Corporate bond securities
|
3,271
|
|
|
1,407
|
|
||
Other investments
|
132
|
|
|
28
|
|
||
TOTAL
|
$
|
9,700
|
|
|
$
|
6,274
|
|
As of June 30
|
Notional Amount
|
|
Fair Value Asset
|
|
Fair Value (Liability)
|
||||||||||||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||||
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
|
|
|
|
|
|
|
|
|
|||||||||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
798
|
|
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest rate contracts
|
$
|
4,552
|
|
|
$
|
4,993
|
|
|
$
|
180
|
|
|
$
|
371
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
|
|
|
|
|
|||||||||||||||||||
Net investment hedges
|
$
|
6,102
|
|
|
$
|
3,013
|
|
|
$
|
14
|
|
|
$
|
28
|
|
|
$
|
(177
|
)
|
|
$
|
(115
|
)
|
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|
|
|
|
|
|
|
|
|||||||||||||||
Foreign currency contracts
|
$
|
4,969
|
|
|
$
|
6,482
|
|
|
$
|
25
|
|
|
$
|
28
|
|
|
$
|
(7
|
)
|
|
$
|
(38
|
)
|
|
Amount of Gain/(Loss)
Recognized in AOCI
on Derivatives (Effective Portion)
|
||||||
Years ended June 30
|
2017
|
|
2016
|
||||
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
|
|||||||
Interest rate contracts
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
Foreign currency contracts
|
—
|
|
|
—
|
|
||
TOTAL
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
|
|||||||
Net investment hedges
|
$
|
(104
|
)
|
|
$
|
(53
|
)
|
(1)
|
The gain or loss on non-qualifying foreign currency contracts substantially offsets the foreign currency mark-to-market impact of the related exposure.
|
As of June 30
|
2017
|
|
2016
|
||||
DEBT DUE WITHIN ONE YEAR
|
|||||||
Current portion of long-term debt
|
$
|
1,676
|
|
|
$
|
2,760
|
|
Commercial paper
|
11,705
|
|
|
8,690
|
|
||
Other
|
173
|
|
|
203
|
|
||
TOTAL
|
$
|
13,554
|
|
|
$
|
11,653
|
|
Short-term weighted average interest rates
(1)
|
0.5
|
%
|
|
0.2
|
%
|
(1)
|
Short-term weighted average interest rates include the effects of interest rate swaps discussed in Note 9.
|
As of June 30
|
2017
|
|
2016
|
||
LONG-TERM DEBT
|
|
|
|
||
5.13% EUR note due October 2017
|
1,078
|
|
|
1,221
|
|
1.60% USD note due November 2018
|
1,000
|
|
|
1,000
|
|
1.90% USD note due November 2019
|
550
|
|
|
550
|
|
0.28% JPY note due May 2020
|
894
|
|
|
973
|
|
4.13% EUR note due December 2020
|
686
|
|
|
666
|
|
9.36% ESOP debentures due 2017-2021
(1)
|
417
|
|
|
498
|
|
1.85% USD note due February 2021
|
600
|
|
|
600
|
|
1.70% USD note due November 2021
|
875
|
|
|
—
|
|
2.00% EUR note due November 2021
|
858
|
|
|
833
|
|
2.30% USD note due February 2022
|
1,000
|
|
|
1,000
|
|
2.00% EUR note due August 2022
|
1,144
|
|
|
1,110
|
|
3.10% USD note due August 2023
|
1,000
|
|
|
1,000
|
|
1.13% EUR note due November 2023
|
1,430
|
|
|
1,388
|
|
2.70% USD note due February 2026
|
600
|
|
|
600
|
|
2.45% USD note due November 2026
|
875
|
|
|
—
|
|
4.88% EUR note due May 2027
|
1,144
|
|
|
1,110
|
|
5.55% USD note due March 2037
|
1,130
|
|
|
1,400
|
|
Capital lease obligations
|
51
|
|
|
45
|
|
All other long-term debt
|
4,382
|
|
|
7,711
|
|
Current portion of long-term debt
|
(1,676
|
)
|
|
(2,760
|
)
|
TOTAL
|
$18,038
|
|
$18,945
|
||
Long-term weighted average interest rates
(2)
|
2.6
|
%
|
|
3.1
|
%
|
(1)
|
Debt issued by the ESOP is guaranteed by the Company and is recorded as debt of the Company, as discussed in Note 8.
|
(2)
|
Long-term weighted average interest rates include the effects of interest rate swaps discussed in Note 9.
|
Years ending June 30
|
2018
|
2019
|
2020
|
2021
|
2022
|
Debt maturities
|
$1,676
|
$1,111
|
$2,010
|
$1,411
|
$2,890
|
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, 2015
|
$
|
(2,642
|
)
|
|
$
|
6
|
|
|
$
|
(4,321
|
)
|
|
$
|
(5,823
|
)
|
|
$
|
(12,780
|
)
|
OCI before reclassifications
(1)
|
(103
|
)
|
|
29
|
|
|
(1,710
|
)
|
|
(1,679
|
)
|
|
(3,463
|
)
|
|||||
Amounts reclassified from AOCI
(2)
|
104
|
|
|
(1
|
)
|
|
233
|
|
|
—
|
|
|
336
|
|
|||||
Net current period OCI
|
1
|
|
|
28
|
|
|
(1,477
|
)
|
|
(1,679
|
)
|
|
(3,127
|
)
|
|||||
BALANCE at JUNE 30, 2016
|
(2,641
|
)
|
|
34
|
|
|
(5,798
|
)
|
|
(7,502
|
)
|
|
(15,907
|
)
|
|||||
OCI before reclassifications
(3)
|
(237
|
)
|
|
(49
|
)
|
|
910
|
|
|
356
|
|
|
980
|
|
|||||
Amounts reclassified from AOCI
(4)
|
(69
|
)
|
|
(10
|
)
|
|
491
|
|
|
(117
|
)
|
|
295
|
|
|||||
Net current period OCI
|
(306
|
)
|
|
(59
|
)
|
|
1,401
|
|
|
239
|
|
|
1,275
|
|
|||||
BALANCE at JUNE 30, 2017
|
$
|
(2,947
|
)
|
|
$
|
(25
|
)
|
|
$
|
(4,397
|
)
|
|
$
|
(7,263
|
)
|
|
$
|
(14,632
|
)
|
(1)
|
Net of tax (benefit) / expense of
$6
,
$7
and
$(708)
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended
June 30, 2016
.
|
(2)
|
Net of tax (benefit) / expense of
$(1)
,
$0
and
$87
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended
June 30, 2016
.
|
(3)
|
Net of tax (benefit) / expense of
$(186)
,
$(6)
and
$360
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended
June 30, 2017
.
|
(4)
|
Net of tax (benefit) / expense of
$0
,
$0
and
$191
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended
June 30, 2017
.
|
•
|
Hedges: see Note 9 for classification of gains and losses from hedges in the Consolidated Statements of Earnings.
|
•
|
Investment securities: amounts reclassified from AOCI into Other non-operating income, net.
|
•
|
Pension and other retiree benefits: amounts reclassified from AOCI into Cost of product sold, SG&A, and Net earnings from discontinued operations and included in the computation of net periodic pension cost (see Note 8 for additional details).
|
•
|
Financial statement translation: amounts reclassified from AOCI into Net earnings from discontinued operations. These amounts relate to accumulated translation associated with foreign entities sold as part of the sale of the Beauty Brands business.
|
Years ending June 30
|
2018
|
2019
|
2020
|
2021
|
2022
|
Thereafter
|
||||||||||||
Purchase obligations
|
$
|
843
|
|
$
|
225
|
|
$
|
168
|
|
$
|
99
|
|
$
|
70
|
|
$
|
202
|
|
Years ending June 30
|
2018
|
2019
|
2020
|
2021
|
2022
|
Thereafter
|
||||||||||||
Operating leases
|
$
|
261
|
|
$
|
273
|
|
$
|
237
|
|
$
|
194
|
|
$
|
160
|
|
$
|
368
|
|
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||
Beauty Brands
|
$
|
5,217
|
|
|
$
|
336
|
|
|
$
|
643
|
|
Batteries
|
—
|
|
|
241
|
|
|
(1,835
|
)
|
|||
Pet Care
|
—
|
|
|
—
|
|
|
49
|
|
|||
Net earnings/(loss) from discontinued operations
|
$
|
5,217
|
|
|
$
|
577
|
|
|
$
|
(1,143
|
)
|
|
Beauty Brands
|
||||||||||
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
1,159
|
|
|
$
|
4,910
|
|
|
$
|
5,530
|
|
Cost of products sold
|
450
|
|
|
1,621
|
|
|
1,820
|
|
|||
Selling, general and administrative expense
|
783
|
|
|
2,763
|
|
|
2,969
|
|
|||
Intangible asset impairment charges
|
—
|
|
|
48
|
|
|
—
|
|
|||
Interest expense
|
14
|
|
|
32
|
|
|
—
|
|
|||
Interest income
|
—
|
|
|
2
|
|
|
2
|
|
|||
Other non-operating income/(loss), net
|
16
|
|
|
9
|
|
|
91
|
|
|||
Earnings/(loss) from discontinued operations before income taxes
|
$
|
(72
|
)
|
|
$
|
457
|
|
|
$
|
834
|
|
Income taxes on discontinued operations
|
46
|
|
|
121
|
|
|
191
|
|
|||
Gain on sale of business before income taxes
|
$
|
5,197
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income tax expense/(benefit) on sale of business
|
(138
|
)
|
(1)
|
—
|
|
|
—
|
|
|||
Net earnings from discontinued operations
|
$
|
5,217
|
|
|
$
|
336
|
|
|
$
|
643
|
|
(1)
|
The income tax benefit of the Beauty Brands divestiture represents the reversal of underlying deferred tax balances partially offset by current tax expense related to the transaction.
|
|
Beauty Brands
|
||||||||||
Years ended June 30
|
2017
|
|
2016
|
|
2015
|
||||||
NON-CASH OPERATING ITEMS
|
|
|
|
|
|
||||||
Depreciation and amortization
|
$
|
24
|
|
|
$
|
106
|
|
|
$
|
125
|
|
Deferred income tax benefit
|
(649
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of businesses
|
5,210
|
|
|
8
|
|
|
86
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
48
|
|
|
—
|
|
|||
Net increase in accrued taxes
|
93
|
|
|
—
|
|
|
—
|
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Cash taxes paid
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
—
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
$
|
38
|
|
|
$
|
114
|
|
|
$
|
106
|
|
|
Beauty Brands
|
|||
As of June 30
|
2016
(1)
|
|
||
Cash
|
$
|
40
|
|
|
Restricted cash
|
996
|
|
(2)
|
|
Accounts receivable
|
384
|
|
|
|
Inventories
|
494
|
|
|
|
Prepaid expenses and other current assets
|
126
|
|
|
|
Property, plant and equipment, net
|
629
|
|
|
|
Goodwill and intangible assets, net
|
4,411
|
|
|
|
Other noncurrent assets
|
105
|
|
|
|
Current assets held for sale
|
$
|
7,185
|
|
|
|
|
|
||
Accounts payable
|
$
|
148
|
|
|
Accrued and other liabilities
|
384
|
|
|
|
Noncurrent deferred tax liabilities
|
370
|
|
|
|
Long-term debt
|
996
|
|
(2)
|
|
Other noncurrent liabilities
|
445
|
|
|
|
Current liabilities held for sale
|
$
|
2,343
|
|
|
(1)
|
The Company closed the Beauty Brands transaction in October 2016. Therefore, as of June 30, 2016, all assets and liabilities held for sale were reported as current assets and liabilities held for sale on the Consolidated Balance Sheets.
|
(2)
|
On January 26, 2016, Beauty Brands drew on its Term B loan of
$1.0 billion
. The proceeds were held in restricted cash in escrow until the legal integration activities prior to close. Beauty Brands received additional debt funding commitments with a consortium of lenders of
$3.5 billion
.
|
|
|
Net Sales
|
|
Earnings Before Impairment Charges and Income Taxes
|
|
Impairment Charges
|
|
Income Tax (Expense)/Benefit
|
|
Gain/(Loss) on Sale Before Income Taxes
|
|
Income Tax (Expense)/Benefit on Sale
|
|
Net Earnings/(Loss) from Discontinued Operations
|
|||||||
Batteries
|
2016
|
1,517
|
|
|
266
|
|
|
(402
|
)
|
|
(45
|
)
|
|
(288
|
)
|
|
710
|
|
(1)
|
241
|
|
|
2015
|
2,226
|
|
|
479
|
|
|
(2,174
|
)
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
(1,835
|
)
|
Pet Care
|
2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2015
|
251
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
195
|
|
|
(142
|
)
|
|
49
|
|
Total
|
2016
|
1,517
|
|
|
266
|
|
|
(402
|
)
|
|
(45
|
)
|
|
(288
|
)
|
|
710
|
|
(1)
|
241
|
|
|
2015
|
2,477
|
|
|
479
|
|
|
(2,174
|
)
|
|
(144
|
)
|
|
195
|
|
|
(142
|
)
|
|
(1,786
|
)
|
(1)
|
The income tax benefit of the Batteries divestiture primarily represents the reversal of underlying deferred tax balances.
|
Quarters Ended
|
|
|
Sep 30
|
|
Dec 31
|
|
Mar 31
|
|
Jun 30
|
|
Total Year
|
||||||||||
NET SALES
|
2016-2017
|
|
$
|
16,518
|
|
|
$
|
16,856
|
|
|
$
|
15,605
|
|
|
$
|
16,079
|
|
|
$
|
65,058
|
|
|
2015-2016
|
|
16,527
|
|
|
16,915
|
|
|
15,755
|
|
|
16,102
|
|
|
65,299
|
|
|||||
OPERATING INCOME
|
2016-2017
|
|
3,771
|
|
|
3,875
|
|
|
3,360
|
|
|
2,949
|
|
|
13,955
|
|
|||||
|
2015-2016
|
|
3,768
|
|
|
3,853
|
|
|
3,318
|
|
|
2,502
|
|
|
13,441
|
|
|||||
GROSS MARGIN
|
2016-2017
|
|
51.0
|
%
|
|
50.8
|
%
|
|
49.8
|
%
|
|
48.4
|
%
|
|
50.0
|
%
|
|||||
|
2015-2016
|
|
50.7
|
%
|
|
50.0
|
%
|
|
49.8
|
%
|
|
47.9
|
%
|
|
49.6
|
%
|
|||||
NET EARNINGS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
2016-2017
|
|
$
|
2,875
|
|
|
$
|
2,561
|
|
|
$
|
2,556
|
|
|
$
|
2,202
|
|
|
$
|
10,194
|
|
|
2015-2016
|
|
2,777
|
|
|
2,905
|
|
|
2,337
|
|
|
2,008
|
|
|
10,027
|
|
|||||
Net earnings/(loss) from discontinued operations
|
2016-2017
|
|
(118
|
)
|
|
5,335
|
|
|
—
|
|
|
—
|
|
|
5,217
|
|
|||||
|
2015-2016
|
|
(142
|
)
|
|
323
|
|
|
446
|
|
|
(50
|
)
|
|
577
|
|
|||||
Net earnings attributable to Procter & Gamble
|
2016-2017
|
|
2,714
|
|
|
7,875
|
|
|
2,522
|
|
|
2,215
|
|
|
15,326
|
|
|||||
|
2015-2016
|
|
2,601
|
|
|
3,206
|
|
|
2,750
|
|
|
1,951
|
|
|
10,508
|
|
|||||
DILUTED NET EARNINGS PER COMMON SHARE:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations
|
2016-2017
|
|
$
|
1.00
|
|
|
$
|
0.93
|
|
|
$
|
0.93
|
|
|
$
|
0.82
|
|
|
$
|
3.69
|
|
|
2015-2016
|
|
0.96
|
|
|
1.01
|
|
|
0.81
|
|
|
0.71
|
|
|
3.49
|
|
|||||
Earnings/(loss) from discontinued operations
|
2016-2017
|
|
(0.04
|
)
|
|
1.95
|
|
|
—
|
|
|
—
|
|
|
1.90
|
|
|||||
|
2015-2016
|
|
(0.05
|
)
|
|
0.11
|
|
|
0.16
|
|
|
(0.02
|
)
|
|
0.20
|
|
|||||
Net earnings
|
2016-2017
|
|
0.96
|
|
|
2.88
|
|
|
0.93
|
|
|
0.82
|
|
|
5.59
|
|
|||||
|
2015-2016
|
|
0.91
|
|
|
1.12
|
|
|
0.97
|
|
|
0.69
|
|
|
3.69
|
|
(1)
|
Diluted net earnings per share is calculated on Net earnings attributable to Procter & Gamble.
|
(1)
|
Includes The Procter & Gamble 1992 Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors' Stock Plan; The Procter & Gamble 2009 Stock and Incentive Compensation Plan; and The Procter & Gamble 2014 Stock and Incentive Compensation Plan.
|
(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 95 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, 2017
,
2016
and
2015
|
•
|
Consolidated Statements of Other Comprehensive Income - for years ended
June 30, 2017
,
2016
and
2015
|
•
|
Consolidated Balance Sheets - as of
June 30, 2017
and
2016
|
•
|
Consolidated Statements of Shareholders' Equity - for years ended
June 30, 2017
,
2016
and
2015
|
•
|
Consolidated Statements of Cash Flows - for years ended
June 30, 2017
,
2016
and
2015
|
•
|
Notes to Consolidated Financial Statements
|
2.
|
Financial Statement Schedules:
|
|
|
|
|
Exhibit (3-1) -
|
|
|
Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and consolidated by the Board of Directors on April 8, 2016) (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016).
|
|
|
|
|
(3-2) -
|
|
|
Regulations (as approved by the Board of Directors on April 8, 2016, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016).
|
|
|
|
|
Exhibit (4-1) -
|
|
|
Indenture, dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee (Incorporated by reference to Exhibit (4-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2015).
|
|
|
|
|
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) -
|
|
|
Summary of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-27) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-8) of the Company's Form 10-Q for the quarter ended September 30, 2015).*
|
|
|
|
|
(10-5) -
|
|
|
The Procter & Gamble 1993 Non-Employee Directors' Stock Plan (as amended September 10, 2002), which was originally adopted by the shareholders at the annual meeting on October 11, 1994 (Incorporated by reference to Exhibit (10-5) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-6) -
|
|
|
Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-6) of the Company's Annual Report on Fork 10-K for the year ended June 30, 2016); related correspondence and terms and conditions +.*
|
|
|
|
|
(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 (Incorporated by reference to Exhibit (10-7) of the Company's Annual Report on Form 10-K for the year ended June 30, 2015).*
|
|
|
|
|
(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 (10-10) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 2015).*
|
|
|
|
|
(10-11) -
|
|
|
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, 2017).*
|
|
|
|
|
(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 +.*
|
|
|
|
|
(10-15) -
|
|
|
The Gillette Company Personal Financial Planning Reimbursement Program +.*
|
|
|
|
|
(10-16) -
|
|
|
The Gillette Company Senior Executive Financial Planning Program +.*
|
|
|
|
|
(10-17) -
|
|
|
The Gillette Company Estate Preservation +.*
|
|
|
|
|
(10-18) -
|
|
|
The Gillette Company Deferred Compensation Plan +.*
|
|
|
|
|
(10-19) -
|
|
|
Senior Executive Recoupment Policy +.*
|
|
|
|
(10-20) -
|
|
|
The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 +.*
|
|
|
|
|
(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 +, 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 (10-23) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); related correspondence and terms and conditions +.*
|
|
|
|
|
(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 (10-25) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016); and the Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2014 Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit (10-2) 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 +, and The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Related correspondence (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2016).*
|
|
|
|
|
Exhibit (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.
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
|
|
By
|
/s/ DAVID S. TAYLOR
|
|
|
(David S. Taylor)
Chairman of the Board, President and Chief Executive Officer
|
|
|
August 7, 2017
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DAVID S. TAYLOR
(David S. Taylor)
|
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|
|
August 7, 2017
|
|
|
|
|
|
/s/ JON R. MOELLER
(Jon R. Moeller)
|
|
Vice Chairman and Chief Financial Officer
(Principal Financial Officer)
|
|
August 7, 2017
|
|
|
|
|
|
/s/ VALARIE L. SHEPPARD
(Valarie L. Sheppard)
|
|
Senior Vice President, Comptroller & Treasurer (Principal Accounting Officer)
|
|
August 7, 2017
|
|
|
|
|
|
/s/ FRANCIS S. BLAKE
(Francis S. Blake)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
|
/s/ ANGELA F. BRALY
(Angela F. Braly)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
|
/s/ AMY L. CHANG
(Amy L. Chang)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
|
/s/ KENNETH I. CHENAULT
(Kenneth I. Chenault)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
|
/s/ SCOTT D. COOK
(Scott D. Cook)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
|
/s/ TERRY J. LUNDGREN
(Terry J. Lundgren)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
|
/s/ W. JAMES MCNERNEY, JR.
(W. James McNerney, Jr.)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
|
/s/ MARGARET C. WHITMAN
(Margaret C. Whitman)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
|
/s/ PATRICIA A. WOERTZ
(Patricia A. Woertz)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
|
/s/ ERNESTO ZEDILLO
(Ernesto Zedillo)
|
|
Director
|
|
August 7, 2017
|
|
|
|
|
(10-21)
-
|
|
|
|
|
|
|
|
(10-22)
-
|
|
|
|
|
|
|
|
(10-23)
-
|
|
|
|
|
|
|
|
(10-24)
-
|
|
|
|
|
|
|
|
(10-25)
-
|
|
|
The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 14, 2014 (Incorporated by reference to Exhibit (10-25) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016)
; 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)
-
|
|
|
|
|
|
|
|
Exhibit
(12)
-
|
|
|
|
|
|
|
|
Exhibit
(21)
-
|
|
|
|
|
|
|
|
Exhibit
(23)
-
|
|
|
|
|
|
|
|
Exhibit
(31)
-
|
|
|
|
|
|
|
|
Exhibit
(32)
-
|
|
|
|
|
|
|
|
Exhibit
(99-1)
-
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
+
|
|
|
Filed herewith.
|
|
[GRANT DATE]
|
[GLOBAL ID]
|
|
|
|
[FIRST NAME] [MIDDLE NAME] [LAST NAME]
|
|
|
Option Price per Share:
|
$
[STOCK PRICE]
|
|
Number of Shares:
|
[SHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Expiration Date:
|
[GRANT DATE + 10 YEARS]
|
|
Vest Date:
|
100% on
[GRANT DATE + 3 YEARS]
|
|
Acceptance Deadline:
|
[ACCEPTANCE DATE]
|
1.
|
Termination on Account of Death
. In the event of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.
|
2.
|
Termination on Account of Retirement or Disability after June 30
th
of the fiscal year in which this Award was granted.
In the event of Retirement or Disability, respectively, that occurs after June 30
th
of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.
|
3.
|
Termination after June 30
th
of the fiscal year in which this Award was granted pursuant to a Written Separation Agreement.
In the event of Termination of Employment from the Company or a Subsidiary that occurs after June 30
th
of the fiscal year in which this Award was granted, your Award is forfeited unless you have executed a written separation agreement with the Company or a Subsidiary that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan, the Regulations and the separation agreement.
|
4.
|
Termination in connection with a divestiture or separation of any of the Company’s businesses.
In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Company’s businesses, as determined by the Company’s Chief Human Resources Officer, the Award is retained and will become
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachment A
|
|
|
|
|
|
I accept the stock option award detailed above (including attachments).
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the
|
|
|
stock option award detailed above.
|
|
SUBMIT
|
|
|
[GRANT DATE]
|
[GLOBAL ID]
|
|
|
|
[FIRST NAME] [MIDDLE NAME] [LAST NAME]
|
|
|
Option Price per Share:
|
$
[STOCK PRICE]
|
|
Number of Shares:
|
[#BB1 SHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Expiration Date:
|
[GRANT DATE + 10 YEARS]
|
|
Vest Date:
|
100% on
[GRANT DATE + 3 YEARS]
|
|
Acceptance Deadline:
|
[ACCEPTANCE_DATE]
|
|
Option Price per Share:
|
$
[STOCK PRICE]
|
|
Number of Shares:
|
[#BB2 SHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Expiration Date:
|
[GRANT DATE + 10 YEARS]
|
|
Vest Date:
|
100% on
[GRANT DATE + 3 YEARS]
|
|
Acceptance Deadline:
|
[ACCEPTANCE_DATE]
|
1.
|
Termination on Account of Death
. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.
|
2.
|
Termination on Account of Retirement or Disability after June 30
th
of the fiscal year in which this Award was granted.
In the case of Retirement or Disability, respectively, that occurs after June 30
th
of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.
|
3.
|
Termination after June 30
th
of the fiscal year in which this Award was granted pursuant to a Written Separation Agreement.
In the event of Termination of Employment from the Company or a Subsidiary that occurs after June 30
th
of the fiscal year in which this Award was granted, your Award is forfeited unless you have executed a written separation agreement with the Company or a Subsidiary that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan, the Regulations and the separation agreement.
|
4.
|
Termination in connection with a divestiture or separation of any of the Company’s businesses.
In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Company’s businesses, as determined by the Company’s Chief Human Resources Officer, the Award is retained and will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachment A
|
|
|
|
|
|
I accept the stock option award detailed above (including attachments).
|
|
|
Pursuant to article 43 § 6 of the law of March 26, 1999 on stock options I hereby personally commit not to exercise
|
|
|
the stock options earlier than 1st of Jan of the 4th year following the date of grant. I have read and understood and accept all the conditions indicated in all attachments.
|
|
|
|
|
|
I reject the Belgium exercise commitment. I am fully aware that this will have an impact on the Belgian taxable base
|
|
|
for these options.
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the
|
|
|
stock option award detailed above.
|
|
[GRANT DATE]
|
[GLOBAL ID]
|
|
|
|
[FIRST NAME] [MIDDLE NAME] [LAST NAME]
|
|
1.
|
Termination on Account of Death
. In the event of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the first anniversary of your date of death.
|
2.
|
Termination on Account of Retirement or Disability after June 30
th
of the fiscal year in which this Award was granted.
In the event of Retirement or Disability, respectively, that occurs after June 30th of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.
|
3.
|
Termination after June 30
th
of the fiscal year in which this Award was granted pursuant to a Written Separation Agreement.
In the event of Termination of Employment that occurs after June 30
th
of the fiscal year in which this Award was granted, your Award is forfeited unless you have executed a written separation agreement with the Company or a Constituent Company that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan, the Regulations and the separation agreement.
|
4.
|
Termination in connection with a divestiture or separation of any of the Company’s businesses.
In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Company’s
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• The Schedule 4 CSOP Sub-Plan for the United Kingdom (applies to series XX-LTIP-F only)
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachment A
|
|
|
|
|
|
I accept the stock option award detailed above (including attachments).
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the
|
|
|
stock option award detailed above.
|
|
SUBMIT
|
|
Acquiring Company
|
a company which obtains Control of the Company in the circumstances referred to in rule 26;
|
Associated Company
|
the meaning given to that expression by paragraph 35(1) of Schedule 4;
|
Close Company
|
the meaning given to that expression by section 989 of the Income Tax Act 2007, and paragraph 9(4) of Schedule 4;
|
Committee
|
the Compensation & Leadership Development Committee of the Board or such other committee as may be designated by the Board to administer the Plan;
|
Consortium
|
the meaning given to that word by paragraph 36(2) of Schedule 4;
|
Constituent Company
|
means the Company or a company which is:
(a) a Subsidiary or
(b) a Jointly Owned Company where neither it nor any company Controlled by it is a constituent company under the provisions of paragraph 34(4) of Schedule 4 in any other CSOP scheme as that term is defined in paragraph 2 of Schedule 4;
|
Control
|
the meaning given to that word by section 719 of ITEPA 2003 and “Controlled” shall be construed accordingly;
|
Date of Grant
|
the date on which an Option is granted to an Eligible Employee in accordance with the Articles of the Plan;
|
Eligible Employee
|
an individual who falls within the provisions of Article 5 of the Plan and who is:
(a) an employee (other than a director) of a Constituent Company; or
(b) a director of a Constituent Company who is contracted to work at least 25 hours per week for the Company and its subsidiaries or any of them (exclusive of meal breaks)
and who, in either case,:
(i) is not eligible solely by reason that he is a non-executive director of a Constituent Company;
(ii) has earnings in respect of his office or employment which are (or would be if there were any) general earnings to which sections 15, 22 or 26 of ITEPA 2003 applies; and
(iii) does not have at the Date of Grant, and has not had during the preceding twelve months, a Material Interest in a Close Company which is the Company or a company which has Control of the Company or a member of a Consortium which owns the Company;
|
ITEPA 2003
|
means the Income Tax (Earnings and
Pensions) Act 2003;
|
Market Value
|
notwithstanding Article 7.2 of the Plan,
(a) in the case of an Option granted under the Sub-Plan:
(i) if at the relevant time the Shares are listed on the New York Stock Exchange, the average of the highest and lowest sale prices of a Share on the Date of Grant (as quoted in the
Wall Street Journal
) or, if there were no trades on that day, on the dealing day immediately preceding the Date of Grant;
(ii) if paragraph (i) above does not apply, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with HM Revenue & Customs Shares and Assets Valuation on the Date of Grant or such earlier date or dates (not being more than thirty days before the Date of Grant) as may be agreed with HM Revenue & Customs;
provided that the Market Value of Shares subject to a Relevant Restriction shall be determined as if they were not subject to a Relevant Restriction;
(b) in the case of an option granted under any other share option scheme, the market value of a Share shall be determined under the rules of such scheme for the purpose of the grant of the option;
|
Material Interest
|
the meaning given to that expression by paragraphs 9 to 14 of Schedule 4;
|
New Option
|
an option granted by way of exchange under rule 26.1;
|
New Shares
|
the shares subject to a New Option as set out in rule 26;
|
Option
|
a right to acquire Shares granted under the Sub-Plan;
|
Option Holder
|
an individual who holds an Option or, where the context permits, his legal personal representatives;
|
Relevant Restriction
|
any provision in any contract, agreement, arrangement or condition to which any of sub-sections (2) to (4) of section 423 of ITEPA 2003 would apply if references in those sub-sections to employment-related securities were references to the Shares;
|
Schedule 4
|
means Schedule 4 to ITEPA 2003;
|
Schedule 4 CSOP
|
a share plan that meets the requirements of Schedule 4;
|
Shares
|
common stock of the Company as defined in Article 2.43 of the Plan; and
|
Subsidiary
|
means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006 over which the Company has Control.
|
•
|
words and expressions not defined above have the same meanings as are given to them in the Plan;
|
•
|
the contents and rule headings are inserted for ease of reference only and do not affect their interpretation;
|
•
|
a reference to a rule is a reference to a rule in this Sub-Plan; and
|
•
|
a reference to a statutory provision is a reference to a United Kingdom statutory provision and includes any statutory modification, amendment or re-enactment thereof.
|
•
|
that it is issued in respect of an Option;
|
•
|
the date of grant of the Option;
|
•
|
the number of Shares subject to the Option (or how that number may be calculated);
|
•
|
|
•
|
the exercise price under the Option (or the method by which the exercise price will be determined);
|
•
|
any performance target or other condition imposed on the exercise of the Option;
|
•
|
the times at which the Option will ordinarily be exercisable;
|
•
|
the circumstances in which the Option will lapse;
|
•
|
details of any Relevant Restriction to which the Shares are subject; and
|
•
|
any conditions imposed by the Committee under Articles 3.2 or 16 in relation to the Option.
|
19
|
Performance target or other condition imposed on exercise of Option
|
19.1
|
objective;
|
19.2
|
capable of being fulfilled within the period of ten years from the Date of Grant;
|
19.3
|
such that, once satisfied, the exercise of the Option is not subject to the discretion of any person; and
|
19.4
|
stated in the Option agreement.
|
19.5
|
be reasonable in the circumstances; and
|
19.6
|
except in the case of waiver produces a fairer measure of performance and is not materially more or less difficult to satisfy.
|
23.1
|
the listing of the Shares on any stock exchange on which Shares are then listed; or
|
23.2
|
such registration or other qualification of the Shares under any applicable law, rule or regulation as the Company determines is necessary or desirable.
|
26.1
|
Exchange of Options
|
26.1.1
|
a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company;
|
26.1.2
|
a general offer to acquire all the shares in the Company of the same class as the Shares:
|
26.1.3
|
a compromise or arrangement sanction by the court under section 899 of the Companies Act 2006; or
|
26.1.4
|
a “non-UK company reorganisation arrangement” (within the meaning of paragraph 35ZA of Schedule 4); or
|
26.2
|
Period allowed for exchange of Options
|
26.3
|
Meaning of “equivalent”
|
26.3.1
|
the New Shares satisfy the conditions in paragraphs 16 to 20 of Schedule 4; and
|
26.3.2
|
save for any performance target or other condition imposed on the exercise of the Option, the New Option is exercisable in the same manner as the Option and subject to the provisions of the Sub-Plan as it had effect immediately before the release of the Option; and
|
26.3.3
|
the total market value, immediately before the release of the Option, of the Shares which were subject to the Option is substantially the same as the total market value, immediately after the grant of the New Option, of the New Shares subject to the New Option (market value being determined using a methodology agreed by HM Revenue & Customs);
|
26.3.4
|
the total amount payable by the Option Holder for the acquisition of the New Shares under the New Option is substantially the same as the total amount that would have been payable by the Option Holder for the acquisition of the Shares under the Option.
|
26.4
|
Date of grant of New Option
|
26.5
|
Application of Sub-Plan to New Option
|
29
|
Adjustment of Options
|
31
|
Transfer of Employer’s NIC
|
•
|
incentive stock options qualifying under section 422 of the US Internal Revenue Code of 1986, as amended;
|
•
|
stock appreciation rights;
|
•
|
unrestricted or restricted stock awards;
|
•
|
performance awards which are not stock options;
|
•
|
the cash cancellation of share options including those contained in Article 17.3(a)(i) of the Plan; and
|
•
|
the granting of share options in tandem with stock appreciation rights and the subsequent cancellation of share options
|
|
[GRANT DATE]
|
[GLOBAL ID]
|
|
|
|
[FIRST NAME] [MIDDLE NAME] [LAST NAME]
|
|
|
Option Price per Share:
|
$
[STOCK PRICE]
|
|
Number of Shares:
|
[SHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Expiration Date:
|
XX February 20XX
|
|
Vest Date:
|
100% on XX February 20XX
|
|
Acceptance Deadline:
|
XX April 20XX
|
1.
|
Termination on Account of Death
. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until 6 months following the date of death.
|
2.
|
Termination on Account of Retirement or Disability after June 30
th
of the fiscal year in which this Award was granted.
In the case of Retirement or Disability, respectively, that occurs after June 30
th
of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.
|
3.
|
Termination after June 30
th
of the fiscal year in which this Award was granted pursuant to a Written Separation Agreement.
In the event of Termination of Employment from the Company or a Subsidiary that occurs after June 30
th
of the fiscal year in which this Award was granted, your Award is forfeited unless you have executed a written separation agreement with the Company or a Subsidiary that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan, the Regulations and the separation agreement.
|
4.
|
Termination in connection with a divestiture or separation of any of the Company’s businesses.
In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Company’s
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachment A
|
|
|
|
|
|
I accept the stock option award detailed above (including attachments).
|
|
|
J'ai lu et je comprends le Sous-Plan Français qui m'a été donnée en Anglais.
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the
|
|
|
stock option award detailed above.
|
|
SUBMIT
|
|
a.
|
with respect to Purchase Options over Common Stock, the higher of either 80% of the average opening price of such Common Stock during the 20 days of quotation immediately preceding the Effective Grant Date or 80% of the average purchase price paid for such Common Stock by the Company;
|
b.
|
with respect to Subscription Options over the Common Stock, 80% of the average opening price of such Common Stock during the 20 days of quotation immediately preceding the Effective Grant Date; and
|
c.
|
the minimum Option Price permitted under the U.S. Plan.
|
3.
|
Payment of the Option Price
|
|
[GRANT DATE]
|
[GLOBAL ID]
|
|
|
|
[FIRST NAME] [MIDDLE NAME] [LAST NAME]
|
|
|
Option Price per Share:
|
$
[STOCK PRICE]
|
|
Number of Shares:
|
[SHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Expiration Date:
|
XX February 20XX
|
|
Vest Date:
|
100% on XX February 20XX
|
|
Acceptance Deadline:
|
XX April 20XX
|
1.
|
Termination on Account of Death
. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.
|
2.
|
Termination on Account of Retirement or Disability after June 30
th
of the fiscal year in which this Award was granted.
In the case of Retirement or Disability, respectively, that occurs after June 30
th
of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.
|
3.
|
Termination after June 30
th
of the fiscal year in which this Award was granted pursuant to a Written Separation Agreement.
In the event of Termination of Employment from the Company or a Subsidiary that occurs after June 30
th
of the fiscal year in which this Award was granted, your Award is forfeited unless you have executed a written separation agreement with the Company or a Subsidiary that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan, the Regulations and the separation agreement.
|
4.
|
Termination in connection with a divestiture or separation of any of the Company’s businesses.
In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Company’s businesses, as determined by the Company’s Chief Human Resources Officer, the Award is retained and will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachment A
|
|
|
|
|
|
I accept the stock option award detailed above (including attachments).
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the
|
|
|
stock option award detailed above.
|
|
SUBMIT
|
|
|
[GRANT DATE]
|
[GLOBAL ID]
|
|
|
|
[FIRST NAME] [MIDDLE NAME] [LAST NAME]
|
|
|
Option Price per Share:
|
$
[STOCK PRICE]
|
|
Number of Shares:
|
[SHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Expiration Date:
|
[GRANT DATE + 10 YEARS]
|
|
Vest Date:
|
100% on
[GRANT DATE + 3 YEARS]
|
|
Acceptance Deadline:
|
XX April 20XX
|
|
Option Price per Share:
|
$
[STOCK PRICE]
|
|
Number of Shares:
|
[SHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Expiration Date:
|
[GRANT DATE + 10 YEARS]
|
|
Vest Date:
|
100% on
[GRANT DATE + 3 YEARS]
|
|
Acceptance Deadline:
|
XX April 20XX
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• The Schedule 4 CSOP Sub-Plan for the United Kingdom (applies to series 17-LTIP-F only)
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachment A
|
|
|
|
|
|
I accept the stock option award detailed above (including attachments).
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the
|
|
|
stock option award detailed above.
|
|
SUBMIT
|
|
Acquiring Company
|
a company which obtains Control of the Company in the circumstances referred to in rule 26;
|
Associated Company
|
the meaning given to that expression by paragraph 35(1) of Schedule 4;
|
Close Company
|
the meaning given to that expression by section 989 of the Income Tax Act 2007, and paragraph 9(4) of Schedule 4;
|
Committee
|
the Compensation & Leadership Development Committee of the Board or such other committee as may be designated by the Board to administer the Plan;
|
Consortium
|
the meaning given to that word by paragraph 36(2) of Schedule 4;
|
Constituent Company
|
means the Company or a company which is:
(a) a Subsidiary or
(b) a Jointly Owned Company where neither it nor any company Controlled by it is a constituent company under the provisions of paragraph 34(4) of Schedule 4 in any other CSOP scheme as that term is defined in paragraph 2 of Schedule 4;
|
Control
|
the meaning given to that word by section 719 of ITEPA 2003 and “Controlled” shall be construed accordingly;
|
Date of Grant
|
the date on which an Option is granted to an Eligible Employee in accordance with the Articles of the Plan;
|
Eligible Employee
|
an individual who falls within the provisions of Article 5 of the Plan and who is:
(a) an employee (other than a director) of a Constituent Company; or
(b) a director of a Constituent Company who is contracted to work at least 25 hours per week for the Company and its subsidiaries or any of them (exclusive of meal breaks)
and who, in either case,:
(i) is not eligible solely by reason that he is a non-executive director of a Constituent Company;
(ii) has earnings in respect of his office or employment which are (or would be if there were any) general earnings to which sections 15, 22 or 26 of ITEPA 2003 applies; and
(iii) does not have at the Date of Grant, and has not had during the preceding twelve months, a Material Interest in a Close Company which is the Company or a company which has Control of the Company or a member of a Consortium which owns the Company;
|
ITEPA 2003
|
means the Income Tax (Earnings and
Pensions) Act 2003;
|
Market Value
|
notwithstanding Article 7.2 of the Plan,
(a) in the case of an Option granted under the Sub-Plan:
(i) if at the relevant time the Shares are listed on the New York Stock Exchange, the average of the highest and lowest sale prices of a Share on the Date of Grant (as quoted in the
Wall Street Journal
) or, if there were no trades on that day, on the dealing day immediately preceding the Date of Grant;
(ii) if paragraph (i) above does not apply, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with HM Revenue & Customs Shares and Assets Valuation on the Date of Grant or such earlier date or dates (not being more than thirty days before the Date of Grant) as may be agreed with HM Revenue & Customs;
provided that the Market Value of Shares subject to a Relevant Restriction shall be determined as if they were not subject to a Relevant Restriction;
(b) in the case of an option granted under any other share option scheme, the market value of a Share shall be determined under the rules of such scheme for the purpose of the grant of the option;
|
Material Interest
|
the meaning given to that expression by paragraphs 9 to 14 of Schedule 4;
|
New Option
|
an option granted by way of exchange under rule 26.1;
|
New Shares
|
the shares subject to a New Option as set out in rule 26;
|
Option
|
a right to acquire Shares granted under the Sub-Plan;
|
Option Holder
|
an individual who holds an Option or, where the context permits, his legal personal representatives;
|
Relevant Restriction
|
any provision in any contract, agreement, arrangement or condition to which any of sub-sections (2) to (4) of section 423 of ITEPA 2003 would apply if references in those sub-sections to employment-related securities were references to the Shares;
|
Schedule 4
|
means Schedule 4 to ITEPA 2003;
|
Schedule 4 CSOP
|
a share plan that meets the requirements of Schedule 4;
|
Shares
|
common stock of the Company as defined in Article 2.43 of the Plan; and
|
Subsidiary
|
means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006 over which the Company has Control.
|
•
|
words and expressions not defined above have the same meanings as are given to them in the Plan;
|
•
|
the contents and rule headings are inserted for ease of reference only and do not affect their interpretation;
|
•
|
a reference to a rule is a reference to a rule in this Sub-Plan; and
|
•
|
a reference to a statutory provision is a reference to a United Kingdom statutory provision and includes any statutory modification, amendment or re-enactment thereof.
|
•
|
that it is issued in respect of an Option;
|
•
|
the date of grant of the Option;
|
•
|
the number of Shares subject to the Option (or how that number may be calculated);
|
•
|
|
•
|
the exercise price under the Option (or the method by which the exercise price will be determined);
|
•
|
any performance target or other condition imposed on the exercise of the Option;
|
•
|
the times at which the Option will ordinarily be exercisable;
|
•
|
the circumstances in which the Option will lapse;
|
•
|
details of any Relevant Restriction to which the Shares are subject; and
|
•
|
any conditions imposed by the Committee under Articles 3.2 or 16 in relation to the Option.
|
19
|
Performance target or other condition imposed on exercise of Option
|
19.1
|
objective;
|
19.2
|
capable of being fulfilled within the period of ten years from the Date of Grant;
|
19.3
|
such that, once satisfied, the exercise of the Option is not subject to the discretion of any person; and
|
19.4
|
stated in the Option agreement.
|
19.5
|
be reasonable in the circumstances; and
|
19.6
|
except in the case of waiver produces a fairer measure of performance and is not materially more or less difficult to satisfy.
|
23.1
|
the listing of the Shares on any stock exchange on which Shares are then listed; or
|
23.2
|
such registration or other qualification of the Shares under any applicable law, rule or regulation as the Company determines is necessary or desirable.
|
26.1
|
Exchange of Options
|
26.1.1
|
a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company;
|
26.1.2
|
a general offer to acquire all the shares in the Company of the same class as the Shares:
|
26.1.3
|
a compromise or arrangement sanction by the court under section 899 of the Companies Act 2006; or
|
26.1.4
|
a “non-UK company reorganisation arrangement” (within the meaning of paragraph 35ZA of Schedule 4); or
|
26.2
|
Period allowed for exchange of Options
|
26.3
|
Meaning of “equivalent”
|
26.3.1
|
the New Shares satisfy the conditions in paragraphs 16 to 20 of Schedule 4; and
|
26.3.2
|
save for any performance target or other condition imposed on the exercise of the Option, the New Option is exercisable in the same manner as the Option and subject to the provisions of the Sub-Plan as it had effect immediately before the release of the Option; and
|
26.3.3
|
the total market value, immediately before the release of the Option, of the Shares which were subject to the Option is substantially the same as the total market value, immediately after the grant of the New Option, of the New Shares subject to the New Option (market value being determined using a methodology agreed by HM Revenue & Customs);
|
26.3.4
|
the total amount payable by the Option Holder for the acquisition of the New Shares under the New Option is substantially the same as the total amount that would have been payable by the Option Holder for the acquisition of the Shares under the Option.
|
26.4
|
Date of grant of New Option
|
26.5
|
Application of Sub-Plan to New Option
|
29
|
Adjustment of Options
|
31
|
Transfer of Employer’s NIC
|
•
|
incentive stock options qualifying under section 422 of the US Internal Revenue Code of 1986, as amended;
|
•
|
stock appreciation rights;
|
•
|
unrestricted or restricted stock awards;
|
•
|
performance awards which are not stock options;
|
•
|
the cash cancellation of share options including those contained in Article 17.3(a)(i) of the Plan; and
|
•
|
the granting of share options in tandem with stock appreciation rights and the subsequent cancellation of share options
|
|
|
[GLOBAL ID]
|
|
|
|
[FIRST NAME] [MIDDLE NAME] [LAST NAME]
|
|
|
Number of Restricted Stock Units:
|
[RSUSHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Vest Date:
|
[GRANT_DATE + 3 YEARS]
|
|
Settlement Date:
|
[GRANT_DATE + 3 YEARS]
|
|
Acceptance Deadline:
|
[ACCEPTANCE_DATE]
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachment A
|
|
|
|
|
|
I accept the restricted stock unit award detailed above (including attachments).
|
|
|
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the
|
|
|
restricted stock unit award detailed above.
|
|
[GRANT DATE]
|
[GLOBAL ID]
|
|
|
|
[FIRST NAME] [MIDDLE NAME] [LAST NAME]
|
|
|
Option Price per Share:
|
$
[STOCK PRICE]
|
|
Number of Shares:
|
[SHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Expiration Date:
|
[GRANT DATE + 10 YEARS]
|
|
Vest Date:
|
100% on
[GRANT DATE + 3 YEARS]
|
|
Acceptance Deadline:
|
[ACCEPTANCE DATE]
|
1.
|
Termination on Account of Death
. In the event of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.
|
2.
|
Termination on Account of Retirement or Disability after June 30
th
of the fiscal year in which this Award was granted.
In the event of Retirement or Disability, respectively, that occurs after June 30
th
of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.
|
3.
|
Termination after June 30
th
of the fiscal year in which this Award was granted pursuant to a Written Separation Agreement.
In the event of Termination of Employment from the Company or a Subsidiary that occurs after June 30
th
of the fiscal year in which this Award was granted, your Award is forfeited unless you have executed a written separation agreement with the Company or a Subsidiary that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan, the Regulations and the separation agreement.
|
4.
|
Termination in connection with a divestiture or separation of any of the Company’s businesses
. In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Company’s businesses, as determined by the Company’s Chief Human Resources Officer, the Award is retained and will become
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachment A
|
|
|
|
|
|
I accept the stock option award detailed above (including attachments).
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the
|
|
|
stock option award detailed above.
|
|
SUBMIT
|
|
|
|
[GLOBAL ID]
|
|
|
|
[FIRST NAME] [MIDDLE NAME] [LAST NAME]
|
|
|
Number of Restricted Stock Units:
|
[RSUSHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Vest Date:
|
[GRANT_DATE + 3 YEARS]
|
|
Settlement Date:
|
[GRANT_DATE + 3 YEARS]
|
|
Acceptance Deadline:
|
[ACCEPTANCE_DATE]
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachment A
|
|
|
|
|
|
I accept the restricted stock unit award detailed above (including attachments).
|
|
|
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the
|
|
|
restricted stock unit award detailed above.
|
(1)
|
the Company shall make five equal annual payments commencing on the Policy Date and each anniversary thereof,
|
(2)
|
the Owner shall make fifteen equal annual payments commencing on the Policy Date and each anniversary thereof,
|
(3)
|
for married Participants who enroll when first eligible under the Plan, the present value (determined as of the Policy Date using a 7% pre-tax/4.2% post-tax per annum discount rate) of the cumulative payments to be made by each of the Company and the Owner shall be the same, and
|
(4)
|
for unmarried Participants who enroll when first eligible under the Plan, the determination of the Owner’s portion of the premium shall be made in the same manner as in clause (3) above assuming that the Participant had a spouse of equal age.
|
1.
|
Purpose
. The Gillette Company Deferred Compensation Plan (the "Plan") has been adopted by The Gillette Company (the "Company") to enable certain executive employees of the Company and its Participating Subsidiaries to defer a portion of their compensation on a tax-effective basis in addition to their eligible savings under The Gillette Company Employees' Savings Plan (the "Savings Plan") and The Gillette Company Supplemental Savings Plan.
|
|
|
|
The Plan is intended to constitute an unfunded plan of deferred compensation described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and in Sections 3121(v)(2) and 3306(r)(2) of the Internal Revenue Code of 1986, as amended ("Code").
|
|
|
|
Under the terms of the Plan as approved by the Company's Board of Directors, eligible employees may elect to defer salary and incentive bonus. This Plan document applies to the deferral of salary for services performed after December 31, 2004, and to the deferral of incentive bonuses awarded for the 2004 and subsequent incentive years which would otherwise become payable after December 31, 2004.
|
|
|
2.
|
Eligible Employees
. Employees of the Company and Participating Subsidiaries who are full-time or part-time regular employees, have a job grade or a personal grade of 21 or above, and who are generally treated by The Gillette Company as a United States employee for employment and benefit purposes, are eligible to participate in this Plan for any calendar year.
|
|
|
3.
|
Plan Features
. Eligible employees may enroll during an annual election period in such time and manner as prescribed by the Committee. A newly eligible employee may enroll within 30 days of becoming eligible. Eligible employees who elect to participate in the Plan ("Participants") may defer a portion of their salary ("Deferred Salary") and may defer all or a portion of their annual incentive bonus ("Deferred Bonus").
|
|
|
4.
|
Recordkeeper
. The day-to-day recordkeeping and administrative functions with respect to the Plan shall be performed by a person or persons appointed by the Committee ("Recordkeeper"). In accordance with procedures determined by the Committee, Participants' elections under the Plan may be made by way of written, telephonic or electronic instruction to the Recordkeeper.
|
|
|
5.
|
Administration
. The Plan shall be administered by the Savings Plan Committee appointed by the Board of Directors of the Company (the "Committee"), which shall have the discretionary power and authority to construe and interpret the provisions of the Plan, to determine the eligibility of employees to participate in the Plan and the amount and timing of payment of any benefits due under the Plan, and to determine all other matters in carrying out the intended purposes of the Plan. In administering this Plan, including but not limited to considering appeals from the denial of claims for benefits and issuing decisions thereon, rules and procedures substantially similar to those set forth in the Savings Plan shall govern.
|
|
|
|
Subsequent to a Change in Control of the Company, the Plan shall be administered by the trustee of the trust established by the Company for the purposes of satisfying the Company's payment obligations under the Plan (the "Trustee"). The Trustee shall be appointed by and serve at the pleasure of the Committee, but may not be removed following a Change in Control of the Company until all the Company's obligations under the Plan have been satisfied.
|
|
|
6.
|
Construction of Terms
. Except as expressly provided in this Plan to the contrary, capitalized terms referenced herein shall have the same meanings as are applied to such terms in the Savings Plan as in effect from time to time. Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code, in the case of any payment hereunder that in the determination of the Committee would be considered “nonqualified deferred compensation” subject to Section 409A and as to which, in the determination of the Committee, the requirements of Section 409A(a)(2)(A)(v) of the Code would apply, an event or occurrence described as a Change of Control within the Savings Plan shall be considered a “Change of Control” in this Plan only if it also constitutes a change in ownership or effective control of the Company, or a change in ownership of the Company’s assets, described in Section 409A(a)(2)(A)(v) of the Code.
|
|
|
7.
|
Deferred Salary and Bonus Elections.
|
|
|
|
|
|
(a)
|
An eligible employee may elect to defer, in whole percentages, up to 60% of his or her gross salary. Such an employee will be eligible to elect to defer his or her salary within 30 days of initially becoming eligible and, thereafter, will be permitted to defer salary during an annual election period, at such time and in such manner as prescribed by the Committee. Such election can include the employee's written, telephonic or electronic instruction.
|
|
|
|
|
|
A Participant may elect to defer his or her salary until separation from service (as defined for purposes of Section 409A of the Code), payable under one of the forms of payment specified in Section 9(b). The Participant shall select a payment method for the first time he or she elects to defer his or her salary, and as permitted by the Company thereafter.
|
|
|
|
|
(b)
|
Effective with incentive bonus awards payable for incentive year 2004, an eligible employee may elect to defer all or a portion of his or her incentive bonus, in whole percentage increments, by making such election at least six months prior to the close of the applicable incentive year during an annual election period, at such time and in such manner as prescribed by the Committee which can include written, telephonic or electronic instruction; provided, however, that additional limitations (including, but not limited to, the portion of an incentive bonus that may be deferred) may be imposed to the extent necessary to comply with Section 409A of the Code.
|
|
|
|
|
|
A Participant may elect to defer his or her bonus either for a period of 2 - 15 years following the year of deferral, or until separation from service (as defined for purposes of Section 409A of the Code) and payable under one of the forms of payment specified in Section 9(b). The Participant shall select a payment method for each year's deferral during the applicable annual election period.
|
|
|
|
|
(c)
|
A Participant may change his or her deferred salary or bonus payment election subsequent to the year of deferral, provided that the new payment election (i) is made at least twelve months prior to the date of the previously scheduled payment, (ii) is made at least twelve months prior to the date of the new scheduled payment (or in the case of installment payments treated as a single payment, 12 months prior to the date the first amount was scheduled to be paid). and (iii) provides for a new scheduled payment date that is at least five years following the previously scheduled payment date (or in the case of installment payments treated as a single payment, 5 years from the date the first amount was scheduled to be paid).
|
|
|
|
|
(d)
|
The deferred amounts will be recorded in an account maintained for each Participant by the Recordkeeper, entitled the "Deferred Salary Account" or "Deferred Bonus Account", as applicable. A Participant shall always be fully vested in amounts credited to his or her Plan accounts.
|
|
|
|
|
(e)
|
A deferral election will become effective (i) as of the next practicable payroll period for newly eligible employees and (ii) as of the first payroll period of the next following calendar year for all other employees.
|
|
|
|
|
(f)
|
A Participant may change or discontinue his or her salary deferral election during the applicable annual election period, effective as of the first payroll period of the next following calendar year.
|
|
|
|
|
(g)
|
Such change in deferral election shall operate prospectively and shall have no effect on prior deferrals under this Plan. An individual who has previously participated in the Plan shall be considered a Participant for the purposes of the Plan until final distribution is made of amounts credited to his or her Deferred Salary and Bonus Accounts.
|
|
|
|
|
(h)
|
2005 Cancellation of Previous Deferral Elections.
If the Participant’s employment is terminated during 2005 (or such later time as may be permitted for cancellation or partial cancellation of deferrals under regulations or other guidance issued by the Internal Revenue Service), if permitted by the Company and according to such rules and procedures as the Company may prescribe, such Participant may cancel his or her deferred salary or bonus payment election at any time during 2005 (or such later time as may be permitted for cancellation or partial cancellation of deferrals under regulations or other guidance issued by the Internal Revenue Service), and instead the Participant shall receive such deferred salary or bonus, in a single lump sum cash payment as soon as practicable following the Participant’s separation from service or such cancellation, whichever is later, provided however, only if all amounts received are includable in the taxable income of the Participant in the calendar year 2005 (or by such later time as may be permitted for cancellation or partial cancellation of deferrals under regulations or other guidance issued by the Internal Revenue Service). The Company may, in its sole discretion, also specify other situations (other than termination of employment) in which a Participant may cancel his or her deferred salary or bonus payment election, provided such cancellation is permitted under Notice 2005-1, Q&A-20 (or other subsequent Internal Revenue Service guidance).
|
|
|
|
|
(i)
|
Special Rules for 2005 and 2006 Changes to Deferred Salary or Bonus Payment Elections.
Notwithstanding anything to the contrary above, during 2005, during such periods of time and under rules and procedures as the Company shall in its sole discretion establish with respect to all Participants, a Participant may change his or her deferred salary or bonus payment election with respect to any previously deferred amounts, without the restrictions of subsection (c) above applying. In the sole discretion of the Company, this same ability to change deferral elections without these subsection (c) restrictions applying, may be made available to Participants during 2006, but if such an ability is so made available, there may be no changes to payment elections with respect to previously deferred amounts that would otherwise have been payable during 2006, and no changes to payment elections may accelerate payments into 2006.
|
|
|
|
8.
|
Additional Credits to Deferred Salary and Bonus Accounts
.
|
|
|
|
|
|
(a)
|
The Committee shall, from time to time, select one or more of the Investment Funds from the Savings Plan ("Investment Fund") in which Participants may be allowed to elect to have their Deferred Salary and Bonus Accounts deemed invested.
|
|
|
|
|
(b)
|
Each Participant, upon electing to participate in the Plan, shall designate the Investment Fund or Funds with respect to which such Participant's Deferred Salary or Deferred Bonus Account shall be deemed invested, in such a time and manner as prescribed by the Committee for such purpose. The election shall be in whole percentage increments of each such Investment Fund. A Participant's election shall remain in effect with respect to all future salary and bonus deferrals unless and until changed by the Participant in accordance with Section 8(c) below.
|
|
|
|
|
|
If a Participant fails to make an election hereunder, all of his or her salary and bonus deferrals shall be deemed invested in a Money Market Fund until the Participant makes an alternative election hereunder.
|
|
|
|
|
(c)
|
A Participant may change the Investment Fund or Funds in which his or her future salary or bonus deferrals are deemed to be invested. Such change in election shall be effective as of the close of the Business Day on which the Recordkeeper receives such instruction or, if such instruction is received after the close of a Business Day, as of the close of the next following Business Day.
|
|
|
|
|
(d)
|
Amounts recorded in the Deferred Salary and Deferred Bonus Accounts maintained for each Participant shall be credited or debited with amounts equivalent to gains or losses realized by the Investment Funds in which the Participant elects to have his or her salary or bonus deferrals deemed invested from time to time.
|
|
|
|
|
(e)
|
Subject to the limitations set forth in paragraphs (i) and (ii) below, a Participant may elect at any time to have amounts credited to his or her Deferred Salary or Deferred Bonus Account transferred from any Investment Fund to any of the other Investment Funds, by designating the percentage of the Deferred Salary Account invested in the transferring Investment Fund to be transferred (in whole percentage increments) and the percentage of such transferred amount to be invested in the receiving Investment Fund or Funds (in whole percentage increments). Such transfer election shall be effective, and the applicable Investment Funds shall be valued for the purpose of implementing such election, as of the close of the Business Day on which the Recordkeeper receives such instruction or, if such instruction is received after the close of a Business Day, as of the close of the next following Business Day.
|
|
|
|
|
|
Elections by Participants under this Section 8(e) shall be limited in the following respects:
|
|
|
|
|
|
(i) The minimum amount that may be deemed transferred from any Investment Fund shall be $250 or, if less, the entire balance of the Participant's Deferred Salary or Deferred Bonus Account deemed invested in such Investment Fund.
|
|
|
|
|
|
(ii) The Committee may, in its discretion, limit the number of transfers that may be made to or from any Investment Fund at any time. The Committee shall also have the discretionary right to suspend the availability of transfers among any or all of the Investment Funds at any time without prior notice to Participants.
|
|
|
|
|
(f)
|
Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control, the Trustee shall have the authority to prescribe alternative investment funds in which Participants' accounts under this Plan shall be deemed invested; provided, however, that (i) if Participants retain the right to designate the investment funds for deemed investment of their respective accounts, then the investment funds selected by the Trustee shall include at least an Equity Index Fund and a Money Market Fund, and (ii) if Participants are no longer entitled to designate the investment funds for deemed investment of their respective accounts, then all accounts under this Plan shall automatically be deemed invested in a Money Market Fund, pending distribution in accordance with Section 9 below.
|
|
|
|
9.
|
Payments from Deferred Salary and Bonus Accounts
.
|
|
|
|
|
|
(a)
|
Except as otherwise provided in this Section, no amounts shall be payable under the Plan to any Participant while he or she is employed by the Company or any Participating Subsidiary. Unless an election is made in accordance with Section 9(b) or (c) below, or unless Section 9(d) below applies, all amounts credited to a Participant's Deferred Salary or Bonus Account shall be paid in a single lump sum as soon as practicable following the Participant's separation from service, valued as of the first business day coincident with or next following such separation from service; provided, however, in the case of a Participant who is a "specified employee" (within the meaning of Section 409A(a)(2)(B)(i) of the Code), the payment shall not be made sooner than six months following the Participant's separation from service.
|
|
|
|
|
(b)
|
A Participant may elect to receive payment of his or her deferred salary for each calendar year in either (i) a single lump sum valued as of the first business day coincident with or next following the Participant's separation from service or as of any of the first through tenth anniversaries thereof, or (ii) from two to ten annual installments valued as of the first business day coincident with or next following the Participant's separation from service and each applicable anniversary thereafter.
|
|
|
|
|
|
A Participant may elect to receive payment of each deferred bonus in either (i) a single lump sum valued as of the first business day of the month coincident with or next following the second to fifteenth anniversary of the date the bonus was deferred, (ii) a single lump sum valued as of the first business day coincident with or next following the Participant's separation from service, or (iii) from two to ten annual installments valued as of the first business day coincident with or next following the Participant's separation from service and each applicable anniversary thereafter.
|
|
|
|
|
|
Notwithstanding the foregoing provisions of this subsection, in the case of a Participant who is a specified employee, payment elected on account of separation from service shall not be made sooner than six months following the Participant's separation from service (or if earlier the date of the Participant's death).
|
|
|
|
|
|
Pending final distribution, the Participant's Deferred Salary or Bonus Account shall continue to be credited or debited with amounts equivalent to gains and losses realized by the Investment Funds in which such account is invested from time to time.
|
|
|
|
|
(c)
|
Prior to the occurrence of a Change of Control, in accordance with rules prescribed by the Committee and subject to the applicable requirements of Section 409A of the Code, a Participant making a deferral election pursuant to Section 9(b) above may provide for the revocation of such election in the event of a Change of Control and for the payment by the Company of the Participant's Deferred Salary or Bonus Account in a single lump sum as soon as practicable following the Change of Control. The Participant's account will be valued as of the close of the Business Day on which the Change of Control occurs, or another date if so directed by the Committee or the Trustee.
|
|
|
|
|
|
In the absence of a Participant's affirmative direction to retain a deferral or installment election, in the event of a Change of Control, the Participant's Deferred Salary or Bonus Account will be paid by the Company in a single lump sum as soon as practicable following the Change of Control. The Participant's account will be valued as of the close of the Business Day on which the Change of Control occurs, or another date if so directed by the Committee or the Trustee.
|
|
|
|
|
(d)
|
In the event of the death of a Participant, whether or not then employed by the Company or a Participating Subsidiary, all amounts credited to the Participant's Deferred Salary or Bonus Account shall be paid to the Participant's estate in a single lump sum valued the first business day of the month following the date of death.
|
|
|
|
|
(e)
|
All determinations of value of Participants' Deferred Salary or Bonus Accounts shall be made in accordance with the relevant provisions of the Savings Plan.
|
|
|
|
|
(f)
|
All payments under the Plan shall be subject to any required withholding of Federal, state and local taxes.
|
|
|
|
10.
|
Source of Payments
. All amounts payable under the Plan shall be paid by the Company and Participating Subsidiaries from their general assets. No Participant shall have any right to or interest in any assets of the Company or any Participating Subsidiary other than as an unsecured general creditor, and no separate fund shall be established in which any Participant has any right or interest. The foregoing shall not prevent the Company or any Subsidiary from establishing one or more funds from which payments under the Plan shall be made, including but not limited to circumstances under which payments are to be made following a Change of Control.
|
|
|
|
|
11.
|
Plan Amendment and Termination
. The Plan may be amended or terminated by the Company at any time and in any manner prior to the happening of any event in connection with or in anticipation of a Change of Control that actually occurs, provided that no amendment or termination shall adversely affect the rights and benefits of Participants with respect to Compensation deferred pursuant to the Plan prior to such action. After the happening of any event in connection with or in anticipation of a Change of Control that actually occurs: (a) no amendment shall be made which adversely affects the rights and benefits of Participants with respect to compensation deferred or benefits accrued pursuant to the Plan prior to such amendment; and (b) no amendment may be made with respect to any provision of the Plan which becomes operative upon a Change of Control. Notwithstanding the foregoing, the Company may amend the Plan (whether before or after a Change of Control) to the extent it reasonably deems necessary to comply with the requirements of Section 409A of the Code.
|
|
|
|
|
12.
|
No Right of Employment
. The adoption and operation of this Plan shall not create in any Participant a right of continued employment with the Company or any Subsidiary.
|
|
|
|
|
13.
|
No Assignment of Interest
. The interest of any Participant under the Plan may not be assigned, alienated, encumbered or otherwise transferred, and shall not be subject to attachment, garnishment, execution or levy; and any attempted assignment, alienation, encumbrance, transfer, attachment, garnishment, execution or levy shall be void and of no force or effect.
|
|
|
|
|
|
|
THE GILLETTE COMPANY
|
|
|
|
|
|
By:
/s/ Edward E. Guillet
|
|
|
Senior Vice President - Human Resources
|
|
|
|
|
[reflects amendments adopted through August 21, 2006]
|
1.
|
Purpose
. The Gillette Company Deferred Compensation Plan (the “Plan”) has been adopted by The Gillette Company (the “Company”) to enable certain executive employees of the Company and its Participating Subsidiaries to defer a portion of their compensation on a tax-effective basis in addition to their eligible savings under The Gillette Company Employees’ Savings Plan (the “Savings Plan”) and The Gillette Company Supplemental Savings Plan.
|
|
|
|
The Plan is intended to constitute an unfunded plan of deferred compensation described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and in Sections 3121(v)(2) and 3306(r)(2) of the Internal Revenue Code of 1986, as amended (“Code”).
|
|
|
|
Under the terms of the Plan as approved by the Company’s Board of Directors, eligible employees may elect to defer salary and incentive bonus. This document, which is effective June 1, 2004, addresses the salary deferral feature of the Plan. Amounts deferred under this Plan are intended to be grandfathered for purposes of Section 409A of the Code.
|
|
|
2.
|
Eligible Employees
. Employees of the Company and Participating Subsidiaries who are full-time or part-time regular employees, have a job grade or a personal grade of 21 or above, and who are generally treated by The Gillette Company as a United States employee for employment and benefit purposes, are eligible to participate in this Plan for any calendar year.
|
|
|
3.
|
Plan Features
. Eligible employees who elect to participate in the Plan (“Participants”) may defer a portion of their salary (“Deferred Salary”).
|
|
|
4.
|
Recordkeeper
. The day-to-day recordkeeping and administrative functions with respect to the Plan shall be performed by a person or persons appointed by the Committee (“Recordkeeper”). In accordance with procedures determined by the Committee, Participants’ elections under the Plan may be made by way of written, telephonic or electronic instruction to the Recordkeeper
|
|
|
5.
|
Administration
. The Plan shall be administered by the Savings Plan Committee appointed by the Board of Directors of the Company (the “Committee”), which shall have the discretionary power and authority to construe and interpret the provisions of the Plan, to determine the eligibility of employees to participate in the Plan and the amount and timing of payment of any benefits due under the Plan, and to determine all other matters in carrying out the intended purposes of the Plan. In administering this Plan, including but not limited to considering appeals from the denial of claims for benefits and issuing decisions thereon, rules and procedures substantially similar to those set forth in the Savings Plan shall govern.
|
|
|
|
Subsequent to a Change in Control of the Company, the Plan shall be administered by the trustee of the trust established by the Company for the purposes of satisfying the Company’s payment obligations under the Plan (the “Trustee”). The Trustee shall be appointed by and serve at the pleasure of the Committee, but may not be removed following a Change in Control of the Company until all the Company’s obligations under the Plan have been satisfied.
|
|
|
6.
|
Construction of Terms
. Except as expressly provided in this Plan to the contrary, capitalized terms referenced herein shall have the same meanings as are applied to such terms in the Savings Plan as in effect from time to time. Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code, in the case of any payment hereunder that in the determination of the Committee would be considered “nonqualified deferred compensation” subject to Section 409A and as to which, in the determination of the Committee, the requirements of Section 409A(a)(2)(A)(v) of the Code would apply, an event or occurrence described as a Change of Control within the Savings Plan shall be considered a “Change of Control” in this Plan only if it also constitutes a change in ownership or effective control of the Company, or a change in ownership of the Company’s assets, described in Section 409A(a)(2)(A)(v) of the Code.
|
|
|
7.
|
Deferred Salary.
|
|
|
|
|
|
(a)
|
An eligible employee may elect to defer, in whole percentages, up to 60% of his or her gross salary.
|
|
|
|
|
(b)
|
A Participant may defer his or her salary on a pre-tax basis until termination of employment or a later elected date as provided in this Plan if termination is by reason of retirement or determination of Total and Permanent Disability status.
|
|
|
|
|
(c)
|
The Deferred Salary will be recorded in an account maintained by the Recordkeeper, entitled the “Deferred Salary Account”. A Participant shall always be fully vested in amounts credited to the Deferred Salary Account maintained for such Participant.
|
|
|
|
|
(d)
|
A salary deferral election will become effective as of the next practicable payroll period following receipt by the Recordkeeper in such time and manner as prescribed by the Committee.
|
|
|
|
|
(e)
|
A Participant may at any time change or discontinue his or her salary deferral election, effective as of the next practicable payroll period following receipt by the Recordkeeper in such time and manner as prescribed by the Committee.
|
|
|
|
|
(f)
|
Such change in salary deferral election shall operate prospectively and shall have no effect on prior deferrals under this Plan. An individual who has previously participated in the Plan shall be considered a Participant for the purposes of the Plan until final distribution is made of amounts credited to his or her Deferred Salary Account.
|
|
|
|
8.
|
Additional Credits to Deferred Salary Accounts
.
|
|
|
|
|
|
(a)
|
The Committee shall, from time to time, select one or more of the Investment Funds from the Savings Plan (“Investment Fund”) for Participants to elect to have their Deferred Salary deemed invested.
|
|
|
|
|
(b)
|
Each Participant, upon electing to participate in the Plan, shall designate the Investment Fund or Funds with respect to which such Participant’s Deferred Salary shall be deemed invested, in such a time and manner prescribed by the Committee for such purpose. The election shall be in whole percentage increments of each such Investment Fund. A Participant’s election shall remain in effect with respect to all future Deferred Salary unless and until changed by the Participant in accordance with Section 8(c) below.
|
|
|
|
|
|
If a Participant fails to make an election hereunder, all of his or her Deferred Salary shall be deemed invested in a Money Market Fund until the Participant makes an election hereunder.
|
|
|
|
|
(c)
|
A Participant may change the Investment Fund or Funds in which his or her future Deferred Salary is deemed to be invested. Such change in election shall be effective as of the close of the Business Day on which the Recordkeeper receives such instruction or, if such instruction is received after the close of a Business Day, as of the close of the next following Business Day.
|
|
|
|
|
(d)
|
Amounts recorded in the Deferred Salary Account maintained for each Participant shall be credited or debited with amounts equivalent to gains or losses realized by the Investment Funds in which the Participant elects to have his or her Deferred Salary deemed invested from time to time.
|
|
|
|
|
(e)
|
Subject to the limitations set forth in paragraphs (i) and (ii) below, a Participant may elect at any time to have amounts credited to his or her Deferred Salary Account transferred from any Investment Fund to any of the other Investment Funds, by designating the percentage of the Deferred Salary Account invested in the transferring Investment Fund to be transferred (in whole percentage increments) and the percentage of such transferred amount to be invested in the receiving Investment Fund or Funds (in whole percentage increments). Such transfer election shall be effective, and the applicable Investment Funds shall be valued for the purpose of implementing such election, as of the close of the Business Day on which the Recordkeeper receives such instruction or, if such instruction is received after the close of a Business Day, as of the close of the next following Business Day.
|
|
|
|
|
|
Elections by Participants under this Section 8(e) shall be limited in the following respects:
|
|
|
|
|
|
(i) The minimum amount that may be deemed transferred from any Investment Fund shall be $250 or, if less, the entire balance of the Participant’s Deferred Salary Account deemed invested in such Investment Fund.
|
|
|
|
|
|
(ii) The Committee may in its discretion limit the number of transfers that may be made to or from any Investment Fund at any time. The Committee also shall have the discretionary right to suspend the availability of transfers among any or all of the Investment Funds at any time without prior notice to Participants.
|
|
|
|
|
(f)
|
Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control, the Trustee shall have the authority to prescribe alternative investment funds in which Participants’ accounts under this Plan shall be deemed invested; provided, however, that (i) if Participants retain the right to designate the investment funds for deemed investment of their respective accounts, then the investment funds selected by the Trustee shall include at least an Equity Index Fund and a Money Market Fund, and (ii) if Participants are no longer entitled to designate the investment funds for deemed investment of their respective accounts, then all accounts under this Plan shall automatically be deemed invested in a Money Market Fund pending distribution in accordance with Section 9 below.
|
|
|
|
9.
|
Payments from Deferred Salary and Bonus Accounts
.
|
|
|
|
|
|
(a)
|
Except as otherwise provided in this Section, no amounts shall be payable under the Plan to any Participant while he or she is employed by the Company or any Participating Subsidiary. Unless an election is made in accordance with Section 9(b) or (c) below or unless Section 9(d) below applies, all amounts credited to a Participant’s Deferred Salary Account shall be paid in a single lump sum as soon as practicable following the termination of the Participant’s employment with the Company and all Participating Subsidiaries, valued as of the first business day following such termination date.
|
|
|
|
|
(b)
|
A Participant may elect to defer payment of his or her Deferred Salary Account to the first business day of the month coincident with or next following the 1st to 10th anniversary of the Participant’s termination of employment with the Company and all Participating Subsidiaries, provided (i) the Participant’s termination of employment is on account of Retirement or Total and Permanent Disability, and (ii) the Participant’s deferral election is made at least twelve months prior to the Participant’s Release Date (although any deferral election made prior to December 6, 2005, which is also made at least six months prior to the Release Date, shall be deemed to have been made at least twelve months prior to the Release Date). For purposes of this Section, Release Date is defined as the date the Participant ceases to be regularly employed by the Company or a subsidiary on a full-time or part-time basis. Such deferred payment shall be valued as of the first business day following the 1st to 10th anniversary, as applicable, of the Participant’s termination of employment, and shall be made in a single lump sum as soon as practicable thereafter. Pending final distribution, the Participant’s Deferred Salary Account shall continue to be credited or debited with amounts equivalent to gains and losses realized by the Investment Funds in which such account is invested from time to time.
|
|
|
|
|
(c)
|
A Participant may elect to receive payment of his Deferred Salary Account in the form of two to ten annual installments commencing in the calendar year following the year of the Participant’s termination of employment with the Company and all Participating Subsidiaries, provided (i) the Participant’s termination of employment is on account of Retirement or Total and Permanent Disability, and (ii) the Participant’s installment payment election is made at least 12 months prior to the Participant’s Release Date (although any deferral election made prior to December 6, 2005, which is also made at least six months prior to the Release Date, shall be deemed to have been made twelve months prior to the Release Date). Each installment payment shall be valued as of the close of the first business day of the month following the applicable anniversary of the Participant’s termination of employment, and shall be paid as soon as practicable thereafter. Pending final distribution, the remaining balance in the Participant’s Deferred Salary Account shall continue to be credited or debited with amounts equivalent to gains and losses realized by the Investment Funds in which such account is invested from time to time.
|
|
|
|
|
(d)
|
Prior to the occurrence of a Change of Control, in accordance with rules prescribed by the Committee, a Participant making a deferral election pursuant to Section 9(b) above or an installment election pursuant to Section 9(c) above may provide for the revocation of such deferral or installment election in the event of a Change of Control and for the payment by the Company of the Participant’s Deferred Salary Account in a single lump sum as soon as practicable following the Change of Control valued as of the close of the Business Day on which the Change of Control occurs, or another date if so directed by the Committee or the Trustee.
|
|
|
|
|
|
In the absence of a Participant’s affirmative direction to retain a deferral or installment election, in the event of a Change of Control the Participant’s Deferred Salary Account will be paid by the Company in a single lump sum as soon as practicable following the Change of Control valued as of the close of the Business Day on which the Change of Control occurs, or another date if so directed by the Committee or the Trustee.
|
|
|
|
|
(e)
|
In the event of the death of a Participant, whether or not then employed by the Company or a Participating Subsidiary, all amounts credited to the Participant’s Deferred Salary Account shall be paid to the Participant’s estate in a single lump sum valued the first business day of the month following the date of death.
|
|
|
|
|
(f)
|
All determinations of value of Participants’ Deferred Salary Accounts shall be made in accordance with the relevant provisions of the Savings Plan.
|
|
|
|
|
(g)
|
All payments under the Plan shall be subject to any required withholding of Federal, state and local taxes.
|
|
|
|
|
(h)
|
The opportunity provided to a Participant to defer payment of his or her compensation beyond termination of employment shall serve as partial consideration for a settlement of all claims which the Participant may have against the Company, its Subsidiaries, employees and agents and shall be subject to execution by the Participant of a release and settlement agreement in a form prescribed by the Committee.
|
|
|
|
10.
|
Source of Payments
. All amounts payable under the Plan shall be paid by the Company and Participating Subsidiaries from their general assets. No Participant shall have any right to or interest in any assets of the Company or any Participating Subsidiary other than as an unsecured general creditor, and no separate fund shall be established in which any Participant has any right or interest. The foregoing shall not prevent the Company or any Subsidiary from establishing one or more funds from which payments under the Plan shall be made, including but not limited to circumstances under which payments are to be made following a Change of Control.
|
|
|
|
|
11.
|
Plan Amendment and Termination
. The Plan may be amended or terminated by the Company at any time and in any manner prior to the happening of any event in connection with or in anticipation of a Change of Control that actually occurs, provided that no amendment or termination shall adversely affect the rights and benefits of Participants with respect to Compensation deferred pursuant to the Plan prior to such action. After the happening of any event in connection with or in anticipation of a Change of Control that actually occurs: (a) no amendment shall be made which adversely affects the rights and benefits of Participants with respect to compensation deferred or benefits accrued pursuant to the Plan prior to such amendment; and (b) no amendment may be made with respect to any provision of the Plan which becomes operative upon a Change of Control. Notwithstanding the foregoing, the Company may amend the Plan (whether before or after a Change of Control) to the extent it reasonably deems necessary to comply with the requirements of Section 409A of the Code.
|
|
|
|
|
12.
|
No Right of Employment
. The adoption and operation of this Plan shall not create in any Participant a right of continued employment with the Company or any Subsidiary.
|
|
|
|
|
13.
|
No Assignment of Interest
. The interest of any Participant under the Plan may not be assigned, alienated, encumbered or otherwise transferred, and shall not be subject to attachment, garnishment, execution or levy; and any attempted assignment, alienation, encumbrance, transfer, attachment, garnishment, execution or levy shall be void and of no force or effect.
|
|
|
|
|
|
|
THE GILLETTE COMPANY
|
|
|
|
|
|
By:
/s/ Edward E. Guillet
|
|
|
Senior Vice President - Human Resources
|
|
|
|
|
[reflects amendments adopted through August 21, 2006]
|
|
The Procter & Gamble Company
|
|
Executive Offices
|
|
1 Procter & Gamble Plaza
|
|
Cincinnati, OH 45202-3315
|
|
www.pg.com
|
|
|
|
|
|
|
|
|
|
October 11, 2011
|
|
|
|
|
To: Participants in The Procter & Gamble 2009 Stock and Incentive Compensation Plan
|
|
|
|
This document provides a copy of The Procter & Gamble 2009 Stock and Incentive Compensation Plan followed by important Additional Information. Please save this with your stock option materials.
|
|
|
|
|
|
|
Corporate Secretary
|
|
The Procter & Gamble Company
|
|
|
|
|
|
|
|
|
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
|
|
|
|
|
|
|
|
P&G Rewards of Leadership
|
(A)
|
Participant is involuntarily terminated for reasons other than for Cause (as defined in Paragraph (iii) below); or
|
(B)
|
Participant terminates his or her employment for Good Reason (as defined in Paragraph (iv) below).
|
(A)
|
stock options and stock appreciation rights are converted into a replacement award in a manner that complies with Section 409A of the Code;
|
(B)
|
RSUs and restricted stock awards are converted into a replacement award covering a number of shares of the entity effecting the Change in Control (or a successor or parent corporation), as determined in a manner substantially similar to the treatment of an equal number of shares of the Company common stock covered by the award; provided that to the extent that any portion of the consideration received by holders of the Company common stock in the Change Control transaction is not in the form of the common stock of such entity (or a successor or parent corporation), the number of shares covered by the replacement award shall be based on the average of the high and low selling prices of the common stock of such entity (or a successor or parent corporation) on the established stock exchange on the trading day immediately preceding the date of the Change in Control;
|
(C)
|
the replacement award contains provisions for scheduled vesting and treatment on termination of employment (including the definition of Cause and Good Reason) that are no less favorable to Participant than the underlying award being replaced, and all other terms of the replacement award (other than the security and number of shares represented by the replacement award) are substantially similar to the underlying award; and
|
(D)
|
the security represented by the replacement award is of a class that is publicly held and widely traded on an established stock exchange.
|
(A)
|
A merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued (a “Merger”), unless such Merger is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a Merger where:
|
(1)
|
the stockholders of the Company, immediately before such Merger own directly or indirectly immediately following such Merger at least fifty percent (50%) of the combined voting power of the outstanding voting securities of (x) the corporation resulting from such Merger (the "Surviving Corporation") in substantially the same proportion as their ownership immediately prior to such merger if fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly by another Person (a "Parent Corporation"), or (y) if there is one or more Parent Corporations, the ultimate Parent Corporation;
|
(2)
|
the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least half of the members of the board of directors of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one or more Parent Corporations, the ultimate Parent Corporation; and
|
(3)
|
no Person other than (1) the Company, (2) any Related Entity, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such Merger was maintained by the Company or any Related Entity, or (4) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty percent (20%) or more of the then outstanding Voting Securities or shares, has Beneficial Ownership of twenty percent (20%) or more of the combined voting power of the outstanding voting securities or common stock of (x) the Surviving Corporation if there is no Parent Corporation, or (y) if there is one or more Parent Corporations, the ultimate Parent Corporation;
|
(C)
|
Shareholder approval of the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Related Entity or under conditions that would constitute a Non-Control Transaction with the disposition of assets being regarded as a Merger for this purpose or the distribution to the Company’s stockholders of the stock of a Related Entity or any other assets).
|
1.
|
Shares Awarded as a Portion of Remuneration
|
1.
|
The Company's Annual Report on Form 10-K for the most recent fiscal year ended June 30;
|
2.
|
The Company's Quarterly Report on Form 10-Q for the most recent quarter(s); and
|
3.
|
All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.
|
|
|
[GRANT_DATE]
|
|
[GLOBALID]
|
|
|
|
|
|
[FIRST_NAME]
|
[MIDDLE_NAME]
|
[LAST_NAME]
|
|
|
|
Target Number of Units:
|
[PSP TARGET SHARES]
|
|
Maximum Number of Units:
|
[200% of PSP TARGET SHARES
|
|
Conversion Ratio:
|
1 PSU = `1 Common Share
|
|
Grant Date:
|
[GRANT DATE]
|
|
Vest Date:
|
[30 June 20XX]
|
|
Performance Period:
|
[July 1, 20XX - June 30, 20XX]
|
|
Original Settlement Date:
|
[ORIGINAL SETTLEMENT DATE]
|
|
Acceptance Deadline:
|
[ACCEPTANCE DATE]
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
|
I have read, understand and agree to be bound by each of:
|
|
|
• The Procter & Gamble 2014 Stock and Incentive Compensation Plan
|
|
|
• Regulations of the Committee
|
|
|
• This Award Agreement, including Attachments A and B
|
|
|
|
|
|
I accept the Award detailed above (including attachments)
|
|
|
I have read and understood the terms noted above and do no agree to be bound by these terms. I hereby reject the Award
|
|
|
detailed above.
|
[FIRST_NAME]
|
[MIDDLE_NAME]
|
[LAST_NAME]
|
|
|
|
Number of Restricted Stock Units:
|
[RSU SHARES]
|
|
Grant Date:
|
[GRANT DATE]
|
|
Vest Date:
|
[VEST DATE]
|
|
Original Settlement Date:
|
[SETTLEMENT DATE]
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
<NAME>
|
<DATE>
|
|
Number of Restricted Stock Units:
|
[# SHARES]
|
|
Grant Date:
|
[GRANT_DATE]
|
|
Vest Date:
|
[DATE
(Day Before Next Annual Meeting Following Grant)
]
|
|
Original Settlement Date:
|
One Year Following Termination of Directorship
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
<NAME>
|
|
Grant Date:
|
<GRANT DATE>
|
|
Stock Price on Grant Date:
|
<GRANT PRICE>
|
|
|
|
|
Number of Restricted Stock Units:
|
<SHARES1>
|
|
Vest Date:
|
<VEST DATE 1>
|
|
Settlement Date:
|
See Payment and Vesting Details Below
|
|
|
|
|
Number of Restricted Stock Units:
|
<SHARES2>
|
|
Vest Date:
|
<VEST DATE 2>
|
|
Settlement Date:
|
See Payment and Vesting Details Below
|
|
|
|
|
Total Number of Restricted Stock Units: <TOTAL SHARES>
|
1.
|
Termination on Account of Death or Disability
. In the case of death or disability, the Award will be fully vested and payment will be made by the later of the end of the calendar year or two and a half months following the date of death or disability.
|
2.
|
Termination without Cause Pursuant to a Written Separation Agreement.
In the event of your Termination of Employment from the Company or a Subsidiary without Cause, your Award is forfeited unless the Chief Human Resources Officer authorizes the retention of the Award and you have executed a written separation agreement with the Company that provides for retention of the Award. If the Award is retained pursuant to CHRO authorization, the Award will be delivered on the Vest Date(s) as long as you remain in compliance with the terms of the Plan, the Regulations, and your separation agreement.
|
3.
|
Vesting for Board-Designated Section 16 Officers.
Payment will be on the Vest Date(s) except when the Vest Date(s) is outside of an open trading window as designated by the Company in accordance with the Company’s Insider Trading Policy and the Section 16 Officer does not have a valid 10b5-1 plan in place instructing the sale of Common Stock to cover taxes and administrative costs, in which case payment will be made on the first day of the first such open trading window following the Vest Date(s).
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
Years ended June 30
|
||||||||||||||||||
Amounts in millions
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
EARNINGS, AS DEFINED
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from operations before income taxes after eliminating undistributed earnings of equity method investees
|
$
|
13,233
|
|
|
$
|
13,356
|
|
|
$
|
11,009
|
|
|
$
|
13,492
|
|
|
$
|
13,499
|
|
Fixed charges (excluding capitalized interest)
|
640
|
|
|
778
|
|
|
842
|
|
|
928
|
|
|
900
|
|
|||||
TOTAL EARNINGS, AS DEFINED
|
$
|
13,873
|
|
|
$
|
14,134
|
|
|
$
|
11,851
|
|
|
$
|
14,420
|
|
|
$
|
14,399
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FIXED CHARGES, AS DEFINED
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (including capitalized interest)
|
$
|
521
|
|
|
$
|
634
|
|
|
$
|
693
|
|
|
$
|
789
|
|
|
$
|
755
|
|
1/3 of rental expense
|
118
|
|
|
144
|
|
|
166
|
|
|
174
|
|
|
171
|
|
|||||
TOTAL FIXED CHARGES, AS DEFINED
|
$
|
639
|
|
|
$
|
778
|
|
|
$
|
859
|
|
|
$
|
963
|
|
|
$
|
926
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RATIO OF EARNINGS TO FIXED CHARGES
|
21.7x
|
|
18.2x
|
|
13.8x
|
|
15.0x
|
|
15.5x
|
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
|
Celtic Insurance Company, Inc.
|
Vermont
|
Compania Procter & Gamble Mexico, S. de R.L. de C.V.
|
Mexico
|
Compañia Quimica S.A.
|
Argentina
|
Corporativo Procter & Gamble, S. de R.L. de C.V.
|
Mexico
|
Cosmetic Products Pty. Ltd.
|
Australia
|
Detergent Products B.V.
|
Netherlands
|
Detergent Products SARL
|
Switzerland
|
Detergenti S.A.
|
Romania
|
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
|
Fountain Square Music Publishing Co., Inc.
|
Ohio
|
FPG Oleochemicals Sdn. Bhd.
|
Malaysia
|
Gillette (China) Ltd.
|
China
|
Gillette (Shanghai) Ltd.
|
China
|
Gillette Aesop Ltd.
|
U.K.
|
Gillette Australia Pty. Ltd.
|
Australia
|
Gillette Canada Holdings, Inc.
|
Delaware
|
Gillette Commercial Operations North America
|
Massachusetts
|
Gillette del Uruguay, S.A.
|
Uruguay
|
Gillette Diversified Operations Pvt. Ltd.
|
India
|
Gillette Egypt S.A.E.
|
Egypt
|
Gillette Group UK Ltd
|
U.K.
|
Gillette Gruppe Deutschland GmbH & Co. oHG
|
Germany
|
Gillette Holding Company LLC
|
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 U.K. Limited
|
U.K.
|
Giorgio Beverly Hills, Inc.
|
Delaware
|
Hyginett KFT
|
Hungary
|
iMFLUX Inc.
|
Delaware
|
Industries Marocaines Modernes SA
|
Morocco
|
Laboratorios Vicks, S.L.U.
|
Spain
|
Liberty Street Music Publishing Company, Inc.
|
Ohio
|
Limited Liability Company 'Procter & Gamble Trading Ukraine'
|
Ukraine
|
Limited Liability Company with foreign investments “Procter & and Gamble Ukraine”
|
Ukraine
|
LLC "Procter & Gamble Novomoskovsk"
|
Russia
|
LLL "Procter & Gamble Distributorskaya Compania"
|
Russia
|
Marcvenca Inversiones, C.A.
|
Venezuela
|
Modern Industries Company - Dammam
|
Saudi Arabia
|
Modern Products Company - Jeddah
|
Saudi Arabia
|
New Chapter Canada Inc.
|
Canada
|
New Chapter, Inc.
|
Delaware
|
Olay LLC
|
Puerto Rico
|
Oral-B Laboratories
|
Delaware
|
P&G Distribution Morocco SAS
|
Morocco
|
P&G Hair Care Holding, Inc.
|
Delaware
|
P&G Industrial Peru S.R.L.
|
Peru
|
P&G Innovation Godo Kaisha
|
Japan
|
P&G Israel M.D.O. Ltd.
|
Israel
|
P&G K.K.
|
Japan
|
P&G Northeast Asia Pte. Ltd.
|
Singapore
|
P&G Prestige Godo Kaisha
|
Japan
|
P&G Prestige Service GmbH
|
Germany
|
P&G South African Trading (Pty.) Ltd.
|
South Africa
|
PGT Health Care (Zhejiang) Limited
|
China
|
PGT Healthcare LLP
|
Delaware
|
Phase II Holdings Corporation
|
Philippines
|
PPI ZAO
|
Russia
|
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 Administration 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 Pte. Ltd.
|
Philippines
|
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 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 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 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 Deuttschland GmbH
|
Germany
|
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 Exportadora e Importadora Ltda.
|
Brazil
|
Procter & Gamble Exports, LLC
|
Delaware
|
Procter & Gamble Fabricação e Comercio Ltda.
|
Brazil
|
Procter & Gamble Far East, Inc.
|
Ohio
|
Procter & Gamble Finance (U.K.) Ltd.
|
U.K.
|
Procter & Gamble Finance Holding Ltd.
|
U.K.
|
Procter & Gamble Finance Management S.a.r.l.
|
Luxembourg
|
Procter & Gamble Financial Investments LLP
|
U.K.
|
Procter & Gamble Financial Services Ltd.
|
U.K.
|
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 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, Inc.
|
Ohio
|
Procter & Gamble Indochina Limited Company
|
Vietnam
|
Procter & Gamble Industrial - 2012 C.A.
|
Venezuela
|
Procter & Gamble Industrial Colombia Ltda.
|
Colombia
|
Procter & Gamble Industrial e Comercial Ltda.
|
Brazil
|
Procter & Gamble Industrial S.C.A.
|
Venezuela
|
Procter & Gamble Interamericas de Costa Rica, Limitada
|
Costa Rica
|
Procter & Gamble Interamericas de Guatemala, Limitada
|
Guatemala
|
Procter & Gamble Interamericas de Panama, S. de R.L.
|
Panama
|
Procter & Gamble International Operations Pte. Ltd.
|
Singapore
|
Procter & Gamble International Operations SA
|
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 Distribution LLP
|
Kazakhstan
|
Procter & Gamble Kazakhstan LLP
|
Kazakhstan
|
Procter & Gamble Korea S&D Co.
|
Korea
|
Procter & Gamble Korea, Inc.
|
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" LLC
|
Russia
|
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 Mexico S. de R.L. de C.V.
|
Mexico
|
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 Mexico Inc.
|
Delaware
|
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 Product Supply (U.K.) Limited
|
U.K.
|
Procter & Gamble Production GmbH
|
Germany
|
Procter & Gamble Productions, Inc.
|
Ohio
|
Procter & Gamble Productos de Consumo, S.L.U.
|
Spain
|
Procter & Gamble Retail Services BVBA
|
Belgium
|
Procter & Gamble RHD, Inc.
|
Ohio
|
Procter & Gamble RSC Regional Service Company Ltd.
|
Hungary
|
Procter & Gamble S.r.l.
|
Italy
|
Procter & Gamble SA (Pty) Ltd
|
South Africa
|
Procter & Gamble Satis ve Dagitim Ltd. Sti.
|
Turkey
|
Procter & Gamble Seine S.A.S.
|
France
|
Procter & Gamble Service GmbH
|
Germany
|
Procter & Gamble Services (Switzerland) SA
|
Switzerland
|
Procter & Gamble Services Company N.V.
|
Belgium
|
"Procter & Gamble Services" LLC
|
Russia
|
Procter & Gamble Services Ltd.
|
Kenya
|
Procter & Gamble Share Incentive Plan Trustee Ltd.
|
U.K.
|
Procter & Gamble South America Holding B.V.
|
Netherlands
|
Procter & Gamble Sports and Social Club Ltd.
|
U.K.
|
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 Group Holdings Ltd
|
U.K.
|
Procter & Gamble UK Parent Company Ltd.
|
U.K.
|
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
|
Progam Realty & Development Corporation
|
Philippines
|
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
|
Scannon S.A.S.
|
France
|
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
|
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 LLC
|
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
|
US CD LLC
|
Delaware
|
Vidal Sassoon (Shanghai) Academy
|
China
|
Vidal Sassoon Co.
|
Ohio
|
WEBA Betriebsrenten-Verwaltungsgesellschaft mbH
|
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 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.
|
Post-Effective Amendment No. 2 to Registration Statement No. 33-59257 on Form S-3 for The Procter & Gamble Shareholder Investment Program;
|
6.
|
Registration Statement No. 333-14381 on Form S-8 for Profit Sharing Retirement Plan of The Procter & Gamble Commercial Company;
|
7.
|
Registration Statement No. 333-21783 on Form S-8 for The Procter & Gamble 1992 Stock Plan (Belgian Version);
|
8.
|
Registration Statement No. 333-37905 on Form S-8 for The Procter & Gamble Future Shares Plan;
|
9.
|
Registration Statement No. 333-51213 on Form S-8 for Group Profit Sharing, Incentive and Employer Contribution Plan (France);
|
10.
|
Registration Statement No. 333-51219 on Form S-8 for Procter & Gamble Ireland Employees Share Ownership Plan;
|
11.
|
Registration Statement No. 333-51221 on Form S-8 for Employee Stock Purchase Plan (Japan);
|
12.
|
Registration Statement No. 333-34606 on Form S-8 for The Procter & Gamble Future Shares Plan;
|
13.
|
Registration Statement No. 333-44034 on Form S-8 for Procter & Gamble International Stock Ownership Plan;
|
14.
|
Registration Statement No. 333-47132 on Form S-8 for Employee Stock Purchase Plan (Japan);
|
15.
|
Registration Statement No. 333-49764 on Form S-3 for The Procter & Gamble U.K. Share Investment Scheme;
|
16.
|
Registration Statement No. 333-75030 on Form S-8 for The Procter & Gamble 2001 Stock and Incentive Compensation Plan;
|
17.
|
Registration Statement No. 333-100561 on Form S-8 for The Procter & Gamble (U.K.) 1-4-1 Plan;
|
18.
|
Registration Statement No. 333-108753 on Form S-8 for The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan;
|
19.
|
Registration Statement No. 333-108991 on Form S-8 for The Procter & Gamble 1992 Stock Plan (Belgian Version);
|
20.
|
Registration Statement No. 333-108993 on Form S-8 for Employee Stock Purchase Plan (Japan);
|
21.
|
Registration Statement No. 333-108994 on Form S-8 for Procter & Gamble Ireland Employees Share Plan;
|
22.
|
Registration Statement No. 333-108995 on Form S-8 for Group Profit Sharing, Incentive and Employer Contribution Plan (France);
|
23.
|
Registration Statement No. 333-108997 on Form S-8 for Procter & Gamble International Stock Ownership Plan;
|
24.
|
Registration Statement No. 333-108998 on Form S-8 for The Procter & Gamble 1993 Non-Employee Directors’ Stock Plan;
|
25.
|
Registration Statement No. 333-108999 on Form S-8 for The Procter & Gamble 1992 Stock Plan;
|
26.
|
Registration Statement No. 333-111304 on Form S-8 for The Procter & Gamble 2003 Non-Employee Directors’ Stock Plan;
|
27.
|
Amendment No. 1 to Registration Statement No. 333-113515 on Form S-3 for The Procter & Gamble Company Debt Securities and Warrants;
|
28.
|
Amendment No. 3 to Registration Statement No. 333-123309 on Form S-4 for The Procter & Gamble Company;
|
29.
|
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));
|
30.
|
Registration Statement No. 333-143801 on Form S-8 for The Procter & Gamble Savings Plan;
|
31.
|
Registration Statement No. 333-145938 on Form S-3 for The Procter & Gamble Company and Procter & Gamble International Funding SCA;
|
32.
|
Registration Statement No. 333-155046 on Form S-8 for Employee Stock Purchase Plan (Japan);
|
33.
|
Registration Statement No. 333-156032 on Form S-3 for The Procter & Gamble U.K. Share Investment Scheme;
|
34.
|
Registration Statement No. 333-156033 on Form S-3 for The Procter & Gamble Shareholder Investment Program;
|
35.
|
Registration Statement No. 333-161725 on Form S-8 for The Procter & Gamble Savings Plan;
|
36.
|
Registration Statement No. 333-161767 on Form S-3 for The Procter & Gamble Company and Procter & Gamble International Funding SCA;
|
37.
|
Registration Statement No. 333-164612 on Form S-8 for The Procter & Gamble 2009 Stock and Incentive Compensation Plan;
|
38.
|
Registration Statement No. 333-177760 on Form S-3 for The Procter & Gamble Shareholder Investment Program;
|
39.
|
Registration Statement No. 333-177762 on Form S-3 for The Procter & Gamble Company and Procter & Gamble International Funding SCA;
|
40.
|
Registration Statement No. 333-177878 on Form S-3 for The Procter & Gamble U.K. Share Investment Scheme;
|
41.
|
Registration Statement No. 333-192841 on Form S-8 for The Procter & Gamble 1992 Stock Plan (Belgian Version);
|
42.
|
Registration Statement No. 333-199592 on Form S-8 for The Procter & Gamble 2014 Stock and Incentive Compensation Plan;
|
43.
|
Registration Statement No. 333-199594 on Form S-3 for The Procter & Gamble Company and Procter & Gamble International Funding SCA;
|
44.
|
Registration Statement No. 333-199595 on Form S-3 for The Procter & Gamble Shareholder Investment Program;
|
45.
|
Registration Statement No. 333-199613 on Form S-3 for The Procter & Gamble U.K. Share Investment Scheme;
|
46.
|
Registration Statement No. 333-208407 on Form S-8 for The Profit Sharing Retirement Plan of The Procter & Gamble Commercial Company;
|
47.
|
Registration Statement No. 333-208408 on Form S-8 for Procter & Gamble Ireland Employees Share Plan;
|
48.
|
Registration Statement No. 333-208409 on Form S-8 for Procter & Gamble International Stock Ownership Plan;
|
49.
|
Registration Statement No. 333-208410 on Form S-8 for The Procter & Gamble (U.K.) 1-4-1 Plan;
|
50.
|
Registration Statement No. 333-208411 on Form S-8 for The Procter & Gamble Commercial Company Employees' Savings Plan; and
|
51.
|
Registration Statement No. 333-208412 on Form S-8 for Group Profit Sharing, Incentive and Employer Contribution Plan (France).
|
(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
|
(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)
|
Form 10-K of the Company for the year ended
June 30, 2017
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, 2017
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.
|