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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Procter and Gamble Co | NYSE:PG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.22 | -0.13% | 164.24 | 164.98 | 163.2629 | 164.46 | 2,703,901 | 19:33:34 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
Form 10-K
|
THE PROCTER & GAMBLE COMPANY
|
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
|
Telephone (513) 983-1100
|
IRS Employer Identification No. 31-0411980
|
State of Incorporation: Ohio
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, without Par Value
|
|
New York Stock Exchange, NYSE Euronext-Paris
|
(1)
|
North America includes results for the United States and Canada only.
|
(2)
|
CEEMEA includes Central and Eastern Europe, Middle East and Africa.
|
•
|
compliance with U.S. laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act;
|
•
|
compliance with a variety of local regulations and laws;
|
•
|
changes in tax laws and the interpretation of those laws;
|
•
|
changes in exchange controls and other limits on our ability to repatriate earnings from overseas;
|
•
|
discriminatory or conflicting fiscal policies;
|
•
|
difficulties enforcing intellectual property and contractual rights in certain jurisdictions;
|
•
|
risk of uncollectible accounts and longer collection cycles;
|
•
|
effective and immediate implementation of control environment processes across our diverse operations and employee base; and
|
•
|
imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales outside the U.S.
|
•
|
ordering and managing materials from suppliers;
|
•
|
converting materials to finished products;
|
•
|
shipping products to customers;
|
•
|
marketing and selling products to consumers;
|
•
|
collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data;
|
•
|
processing transactions;
|
•
|
summarizing and reporting results of operations;
|
•
|
hosting, processing and sharing confidential and proprietary research, business plans and financial information;
|
•
|
complying with regulatory, legal or tax requirements;
|
•
|
providing data security; and
|
•
|
handling other processes necessary to manage our business.
|
Name
|
|
Position
|
|
Age
|
|
First Elected to
Officer Position
|
|
A. G. Lafley
|
|
Chairman of the Board, President and
Chief Executive Officer
|
|
67
|
|
|
2013
|
|
|
Director since May 23, 2013
|
|
|
|
|
|
|
|
|
|
||||
Jon Moeller
|
|
Chief Financial Officer
|
|
50
|
|
|
2009
|
|
|
|
|
|
|
|
|
Giovanni Ciserani
|
|
Group President - Global Fabric and Home Care
|
|
52
|
|
|
2013
|
|
|
|
|
||||
Mary Lynn Ferguson-McHugh
|
|
Group President - Europe
|
|
54
|
|
|
2014
|
|
|
|
|
|
|
|
|
Melanie Healey
|
|
Group President - North America
|
|
53
|
|
|
2013
|
|
|
|
|
||||
Deborah A. Henretta
|
|
Group President - Global Beauty
|
|
53
|
|
|
2013
|
|
|
|
|
||||
Martin Riant
|
|
Group President - Global Baby, Feminine and Family Care
|
|
55
|
|
|
2013
|
|
|
|
|
|
|
|
|
David Taylor
|
|
Group President - Global Health and Grooming
|
|
56
|
|
|
2013
|
|
|
|
|
|
|
|
|
Filippo Passerini
|
|
Group President - Global Business Services and
Chief Information Officer
|
|
57
|
|
|
2003
|
|
|
|
|
|
|
|
|
Mark Biegger
|
|
Chief Human Resources Officer
|
|
52
|
|
|
2012
|
|
|
|
|
|
|
|
|
Linda Clement-Holmes
|
|
Global Information & Decision Solutions Officer
|
|
52
|
|
|
2014
|
|
|
|
|
|
|
|
|
Tarek Farahat
|
|
President - Latin America
|
|
50
|
|
|
2014
|
|
|
|
|
|
|
|
|
Kathleen B. Fish
|
|
Chief Technology Officer
|
|
57
|
|
|
2014
|
|
|
|
|
||||
Hatsunori Kiriyama
|
|
President - Asia
|
|
51
|
|
|
2014
|
|
|
|
|
||||
Deborah P. Majoras
|
|
Chief Legal Officer and Secretary
|
|
50
|
|
|
2010
|
|
|
|
|
||||
Marc S. Pritchard
|
|
Global Brand Building Officer
|
|
54
|
|
|
2008
|
|
|
|
|
||||
Mohamed Samir
|
|
President - India, Middle East and Africa
|
|
47
|
|
|
2014
|
|
|
|
|
|
|
|
|
Valarie Sheppard
|
|
Senior Vice President, Comptroller & Treasurer
|
|
50
|
|
|
2005
|
|
|
|
|
|
|
|
|
Yannis Skoufalos
|
|
Global Product Supply Officer
|
|
57
|
|
|
2011
|
|
|
|
|
|
|
|
|
Shannan Stevenson
|
|
President - Greater China
|
|
49
|
|
|
2014
|
|
|
|
|
|
|
|
|
Carolyn M. Tastad
|
|
Global Customer Business Development Officer
|
|
53
|
|
|
2014
|
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
(3)
|
4/1/2014 - 4/30/2014
|
|
6,180,000
|
|
$80.90
|
|
6,180,000
|
|
(3)
|
5/1/2014 - 5/31/2014
|
|
—
|
|
—
|
|
—
|
|
(3)
|
6/1/2014 - 6/30/2014
|
|
—
|
|
—
|
|
—
|
|
(3)
|
(1
|
)
|
The total number of shares purchased was 6,180,000 for the quarter. All transactions were made in the open market with large financial institutions. This table excludes shares withheld from employees to satisfy minimum tax withholding requirements on option exercises and other equity-based transactions. The Company administers cashless exercises through an independent third party and does not repurchase stock in connection with cashless exercises.
|
(2
|
)
|
Average price paid per share is calculated on a settlement basis and excludes commission.
|
(3
|
)
|
On April 23, 2014, the Company stated that fiscal year 2014 share repurchases to reduce Company shares outstanding were estimated to be approximately $6 billion. This does not include 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 dollar value of shares purchased under the share repurchase plan was $6.0 billion. The share repurchase plan ended on June 30, 2014.
|
(in dollars; split-adjusted)
|
1956
|
1966
|
1976
|
1986
|
1996
|
2006
|
2014
|
|||||||
Dividends per Share
|
$
|
0.01
|
$
|
0.03
|
$
|
0.06
|
$
|
0.16
|
$
|
0.40
|
$
|
1.15
|
$
|
2.45
|
Quarter Ended
|
2013-2014
|
|
|
2012-2013
|
|
||
September 30
|
$
|
0.6015
|
|
|
$
|
0.5620
|
|
December 31
|
0.6015
|
|
|
0.5620
|
|
||
March 31
|
0.6015
|
|
|
0.5620
|
|
||
June 30
|
0.6436
|
|
|
0.6015
|
|
|
2013-2014
|
|
2012 - 2013
|
||||||||||||
Quarter Ended
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
September 30
|
$
|
82.40
|
|
|
$
|
73.61
|
|
|
$
|
69.97
|
|
|
$
|
60.78
|
|
December 31
|
85.82
|
|
|
75.20
|
|
|
70.99
|
|
|
65.84
|
|
||||
March 31
|
81.70
|
|
|
75.26
|
|
|
77.82
|
|
|
68.35
|
|
||||
June 30
|
82.98
|
|
|
78.43
|
|
|
82.54
|
|
|
75.10
|
|
|
Cumulative Value of $100 Investment, through June 30
|
|||||||||||||||||
Company Name/Index
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||
P&G
|
$
|
100
|
|
$
|
121
|
|
$
|
132
|
|
$
|
132
|
|
$
|
171
|
|
$
|
180
|
|
S&P 500 Index
|
100
|
|
114
|
|
150
|
|
158
|
|
190
|
|
237
|
|
||||||
S&P 500 Consumer Staples Index
|
100
|
|
114
|
|
144
|
|
165
|
|
194
|
|
224
|
|
Amounts in millions, except per share amounts
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
Net sales
|
$
|
83,062
|
|
|
$
|
82,581
|
|
|
$
|
82,006
|
|
|
$
|
79,385
|
|
|
$
|
75,785
|
|
|
$
|
73,565
|
|
Gross profit
|
40,602
|
|
|
41,190
|
|
|
40,595
|
|
|
40,551
|
|
|
39,663
|
|
|
36,882
|
|
||||||
Operating income
|
15,288
|
|
|
14,330
|
|
|
13,035
|
|
|
15,233
|
|
|
15,306
|
|
|
14,819
|
|
||||||
Net earnings from continuing operations
|
11,707
|
|
|
11,301
|
|
|
9,150
|
|
|
11,523
|
|
|
10,573
|
|
|
10,414
|
|
||||||
Net earnings from discontinued operations
|
78
|
|
|
101
|
|
|
1,754
|
|
|
404
|
|
|
2,273
|
|
|
3,108
|
|
||||||
Net earnings attributable to Procter & Gamble
|
11,643
|
|
|
11,312
|
|
|
10,756
|
|
|
11,797
|
|
|
12,736
|
|
|
13,436
|
|
||||||
Net Earnings margin from continuing operations
|
14.1
|
%
|
|
13.7
|
%
|
|
11.2
|
%
|
|
14.5
|
%
|
|
14.0
|
%
|
|
14.2
|
%
|
||||||
Basic net earnings per common share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
|
$
|
4.16
|
|
|
$
|
4.00
|
|
|
$
|
3.18
|
|
|
$
|
3.98
|
|
|
$
|
3.53
|
|
|
$
|
3.44
|
|
Earnings from discontinued operations
|
0.03
|
|
|
0.04
|
|
|
0.64
|
|
|
0.14
|
|
|
0.79
|
|
|
1.05
|
|
||||||
Basic net earnings per common share
|
4.19
|
|
|
4.04
|
|
|
3.82
|
|
|
4.12
|
|
|
4.32
|
|
|
4.49
|
|
||||||
Diluted net earnings per common share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
|
$
|
3.98
|
|
|
$
|
3.83
|
|
|
$
|
3.06
|
|
|
$
|
3.80
|
|
|
$
|
3.38
|
|
|
$
|
3.27
|
|
Earnings from discontinued operations
|
0.03
|
|
|
0.03
|
|
|
0.60
|
|
|
0.13
|
|
|
0.73
|
|
|
0.99
|
|
||||||
Diluted net earnings per common share
|
4.01
|
|
|
3.86
|
|
|
3.66
|
|
|
3.93
|
|
|
4.11
|
|
|
4.26
|
|
||||||
Dividends per common share
|
$
|
2.45
|
|
|
$
|
2.29
|
|
|
$
|
2.14
|
|
|
$
|
1.97
|
|
|
$
|
1.80
|
|
|
$
|
1.64
|
|
Research and development expense
|
$
|
2,023
|
|
|
$
|
1,980
|
|
|
$
|
1,987
|
|
|
$
|
1,940
|
|
|
$
|
1,888
|
|
|
$
|
1,802
|
|
Advertising expense
|
9,236
|
|
|
9,612
|
|
|
9,222
|
|
|
9,086
|
|
|
8,338
|
|
|
7,338
|
|
||||||
Total assets
|
144,266
|
|
|
139,263
|
|
|
132,244
|
|
|
138,354
|
|
|
128,172
|
|
|
134,833
|
|
||||||
Capital expenditures
|
3,848
|
|
|
4,008
|
|
|
3,964
|
|
|
3,306
|
|
|
3,067
|
|
|
3,238
|
|
||||||
Long-term debt
|
19,811
|
|
|
19,111
|
|
|
21,080
|
|
|
22,033
|
|
|
21,360
|
|
|
20,652
|
|
||||||
Shareholders' equity
|
69,976
|
|
|
68,709
|
|
|
64,035
|
|
|
68,001
|
|
|
61,439
|
|
|
63,382
|
|
•
|
Overview
|
•
|
Summary of
2014
Results
|
•
|
Economic Conditions, Challenges and Risks
|
•
|
Results of Operations
|
•
|
Segment Results
|
•
|
Cash Flow, Financial Condition and Liquidity
|
•
|
Significant Accounting Policies and Estimates
|
•
|
Other Information
|
Reportable Segment
|
% of
Net Sales*
|
% of Net
Earnings*
|
GBUs (Categories)
|
Billion Dollar Brands
|
Beauty
|
24%
|
23%
|
Beauty Care (Antiperspirant and Deodorant, Cosmetics, Personal Cleansing, Skin Care); Hair Care and Color; Prestige; Salon Professional
|
Head & Shoulders, Olay, Pantene, SK-II, Wella
|
Grooming
|
10%
|
17%
|
Shave Care (Electronic Hair Removal, Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Shave Care)
|
Fusion, Gillette, Mach3, Prestobarba
|
Health Care
|
9%
|
9%
|
Personal Health Care (Gastrointestinal, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care); Oral Care (Toothbrush, Toothpaste, Other Oral Care)
|
Crest, Oral-B, Vicks
|
Fabric Care and Home Care
|
32%
|
26%
|
Fabric Care (Laundry Additives, Fabric Enhancers, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care); Personal Power (Batteries)
|
Ariel, Dawn, Downy, Duracell, Febreze, Gain, Tide
|
Baby, Feminine and Family Care
|
25%
|
25%
|
Baby Care (Baby Wipes, Diapers and Pants); Feminine Care (Adult Incontinence, Feminine Care); Family Care (Paper Towels, Tissues, Toilet Paper)
|
Always, Bounty, Charmin, Pampers
|
•
|
Strengthening core categories, such as baby care and fabric care, and core markets, such as the U.S., to grow these businesses.
|
•
|
Investing in developing markets on the categories and countries with the largest size of prize and highest likelihood of winning.
|
•
|
Narrowing and refocusing the Company's portfolio to compete in categories and brands that are structurally attractive and that play to P&G strengths and looking at alternatives to partner, divest or discontinue the balance. This will enable us to allocate resources to leading brands - marketed in the right set of countries, channels, and customers - where the size of the prize and probability of winning is highest.
|
•
|
Organic sales growth modestly above market growth rates in the categories and geographies in which we compete;
|
•
|
Core EPS growth of high single digits; and
|
•
|
Free cash flow productivity of 90% or greater.
|
Amounts in millions, except per share amounts
|
2014
|
|
Change vs. Prior Year
|
|
2013
|
|
Change vs. Prior Year
|
|
2012
|
||||||
Net sales
|
$
|
83,062
|
|
|
1%
|
|
$
|
82,581
|
|
|
1%
|
|
$
|
82,006
|
|
Operating income
|
15,288
|
|
|
7%
|
|
14,330
|
|
|
10%
|
|
13,035
|
|
|||
Net earnings from continuing operations
|
11,707
|
|
|
4%
|
|
11,301
|
|
|
24%
|
|
9,150
|
|
|||
Net earnings from discontinued operations
|
78
|
|
|
(23)%
|
|
101
|
|
|
(94)%
|
|
1,754
|
|
|||
Net earnings attributable to Procter & Gamble
|
11,643
|
|
|
3%
|
|
11,312
|
|
|
5%
|
|
10,756
|
|
|||
Diluted net earnings per common share
|
4.01
|
|
|
4%
|
|
3.86
|
|
|
5%
|
|
3.66
|
|
|||
Diluted net earnings per share from continuing operations
|
3.98
|
|
|
4%
|
|
3.83
|
|
|
25%
|
|
3.06
|
|
|||
Core earnings per common share
|
4.22
|
|
|
5%
|
|
4.02
|
|
|
6%
|
|
3.79
|
|
•
|
Net sales increased 1% to $83.1 billion including a negative 2% impact from foreign exchange.
|
◦
|
Organic sales increased 3%.
|
◦
|
Unit volume increased 3%. Volume grew mid-single digits for Fabric Care and Home Care and Baby, Feminine and Family Care. Volume increased low single digits for Grooming and Health Care. Volume was unchanged for Beauty.
|
•
|
Net earnings attributable to Procter & Gamble were $11.6 billion, an increase of $331 million or 3% versus the prior year period.
|
◦
|
Net earnings from continuing operations increased $406 million or 4% largely due to net sales growth and net earnings margin expansion behind reduced selling, general and administrative costs (SG&A), partially offset by gross margin contraction. Foreign exchange impacts negatively impacted net earnings by approximately 9%.
|
◦
|
Net earnings from discontinued operations decreased $23 million due to reduced earnings in Pet Care from ongoing impacts of prior year product recalls.
|
•
|
Diluted net earnings per share increased 4% to $4.01.
|
◦
|
Diluted net earnings per share from continuing operations increased 4% to $3.98
|
◦
|
Core EPS increased 5% to $4.22.
|
•
|
Cash flow from operating activities was $14.0 billion.
|
◦
|
Free cash flow was $10.1 billion.
|
◦
|
Free cash flow productivity was 86%.
|
Comparisons as a percentage of net sales; Years ended June 30
|
2014
|
|
Basis Point
Change
|
|
2013
|
|
Basis Point
Change
|
|
2012
|
|||||
Gross margin
|
48.9
|
%
|
|
(100
|
)
|
|
49.9
|
%
|
|
40
|
|
|
49.5
|
%
|
Selling, general and administrative expense
|
30.5
|
%
|
|
(170
|
)
|
|
32.2
|
%
|
|
50
|
|
|
31.7
|
%
|
Goodwill and indefinite-lived intangible asset impairment charges
|
—
|
%
|
|
(40
|
)
|
|
0.4
|
%
|
|
(150
|
)
|
|
1.9
|
%
|
Operating margin
|
18.4
|
%
|
|
100
|
|
|
17.4
|
%
|
|
150
|
|
|
15.9
|
%
|
Earnings from continuing operations before income taxes
|
17.9
|
%
|
|
10
|
|
|
17.8
|
%
|
|
250
|
|
|
15.3
|
%
|
Net earnings from continuing operations
|
14.1
|
%
|
|
40
|
|
|
13.7
|
%
|
|
250
|
|
|
11.2
|
%
|
Net earnings attributable to Procter & Gamble
|
14.0
|
%
|
|
30
|
|
|
13.7
|
%
|
|
60
|
|
|
13.1
|
%
|
|
Net Sales Change Drivers (2014 vs. 2013)
|
||||||||||||
|
Volume with
Acquisitions
& Divestitures
|
|
Volume
Excluding
Acquisitions
& Divestitures
|
|
Foreign
Exchange
|
|
Price
|
|
Mix
|
|
Other
|
|
Net Sales
Growth
|
Beauty
|
0%
|
|
0%
|
|
-2%
|
|
0%
|
|
0%
|
|
0%
|
|
-2%
|
Grooming
|
1%
|
|
1%
|
|
-3%
|
|
4%
|
|
-2%
|
|
0%
|
|
0%
|
Health Care
|
2%
|
|
2%
|
|
-1%
|
|
1%
|
|
-1%
|
|
0%
|
|
1%
|
Fabric Care and Home Care
|
5%
|
|
5%
|
|
-3%
|
|
0%
|
|
-1%
|
|
0%
|
|
1%
|
Baby, Feminine and Family Care
|
4%
|
|
3%
|
|
-3%
|
|
1%
|
|
0%
|
|
0%
|
|
2%
|
TOTAL COMPANY
|
3%
|
|
3%
|
|
-2%
|
|
1%
|
|
-1%
|
|
0%
|
|
1%
|
|
Net Sales Change Drivers (2013 vs. 2012)
|
||||||||||||
|
Volume with
Acquisitions
& Divestitures
|
|
Volume
Excluding
Acquisitions
& Divestitures
|
|
Foreign
Exchange
|
|
Price
|
|
Mix
|
|
Other
|
|
Net Sales
Growth
|
Beauty
|
0%
|
|
0%
|
|
-2%
|
|
2%
|
|
-1%
|
|
-1%
|
|
-2%
|
Grooming
|
-1%
|
|
0%
|
|
-4%
|
|
2%
|
|
0%
|
|
-1%
|
|
-4%
|
Health Care
|
5%
|
|
4%
|
|
-3%
|
|
1%
|
|
2%
|
|
1%
|
|
6%
|
Fabric Care and Home Care
|
3%
|
|
3%
|
|
-3%
|
|
1%
|
|
0%
|
|
0%
|
|
1%
|
Baby, Feminine and Family Care
|
5%
|
|
3%
|
|
-2%
|
|
2%
|
|
0%
|
|
-1%
|
|
4%
|
TOTAL COMPANY
|
2%
|
|
2%
|
|
-2%
|
|
1%
|
|
0%
|
|
0%
|
|
1%
|
($ millions)
|
2014
|
|
Change vs 2013
|
|
2013
|
|
Change vs 2012
|
Volume
|
n/a
|
|
0%
|
|
n/a
|
|
0%
|
Net sales
|
$19,507
|
|
-2%
|
|
$19,956
|
|
-2%
|
Net earnings
|
$2,739
|
|
+11%
|
|
$2,474
|
|
+4%
|
% of Net Sales
|
14.0%
|
|
160 bps
|
|
12.4%
|
|
60 bps
|
($ millions)
|
2014
|
|
Change vs 2013
|
|
2013
|
|
Change vs 2012
|
Volume
|
n/a
|
|
+1%
|
|
n/a
|
|
-1%
|
Net sales
|
$8,009
|
|
—%
|
|
$8,038
|
|
-4%
|
Net earnings
|
$1,954
|
|
+6%
|
|
$1,837
|
|
+2%
|
% of Net Sales
|
24.4%
|
|
150 bps
|
|
22.9%
|
|
120 bps
|
($ millions)
|
2014
|
|
Change vs 2013
|
|
2013
|
|
Change vs 2012
|
||
Volume
|
n/a
|
|
+2%
|
|
n/a
|
|
+5%
|
||
Net sales
|
$7,798
|
|
+1%
|
|
$
|
7,684
|
|
|
+6%
|
Net earnings
|
$1,083
|
|
-1%
|
|
$
|
1,093
|
|
|
+7%
|
% of Net Sales
|
13.9%
|
|
(30) bps
|
|
14.2%
|
|
10 bps
|
($ millions)
|
2014
|
|
Change vs 2013
|
|
2013
|
|
Change vs 2012
|
||
Volume
|
n/a
|
|
+5%
|
|
n/a
|
|
+3%
|
||
Net sales
|
$26,060
|
|
+1%
|
|
$
|
25,862
|
|
|
+1%
|
Net earnings
|
$3,039
|
|
-2%
|
|
$
|
3,089
|
|
|
+10%
|
% of Net Sales
|
11.7%
|
|
(20) bps
|
|
11.9%
|
|
90 bps
|
($ millions)
|
2014
|
|
Change vs 2013
|
|
2013
|
|
Change vs 2012
|
||
Volume
|
n/a
|
|
+4%
|
|
n/a
|
|
+5%
|
||
Net sales
|
$20,950
|
|
+2%
|
|
$
|
20,479
|
|
|
+4%
|
Net earnings
|
$2,940
|
|
-4%
|
|
$
|
3,047
|
|
|
+4%
|
% of Net Sales
|
14.0%
|
|
(90) bps
|
|
14.9%
|
|
(10) bps
|
($ millions)
|
2014
|
|
Change vs 2013
|
|
2013
|
|
Change vs 2012
|
Net sales
|
$738
|
|
+31%
|
|
$562
|
|
-31%
|
Net earnings
|
$(48)
|
|
N/A
|
|
$(239)
|
|
N/A
|
($ millions)
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After
5 Years
|
||||||||||
RECORDED LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt
|
$
|
35,229
|
|
|
$
|
15,576
|
|
|
$
|
4,391
|
|
|
$
|
3,939
|
|
|
$
|
11,323
|
|
Capital leases
|
83
|
|
|
19
|
|
|
34
|
|
|
23
|
|
|
7
|
|
|||||
Uncertain tax positions
(1)
|
37
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
OTHER
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments relating to long-term debt
|
7,929
|
|
|
831
|
|
|
1,385
|
|
|
1,195
|
|
|
4,518
|
|
|||||
Operating leases
(2)
|
1,944
|
|
|
288
|
|
|
509
|
|
|
404
|
|
|
743
|
|
|||||
Minimum pension funding
(3)
|
817
|
|
|
264
|
|
|
553
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(4)
|
1,985
|
|
|
1,068
|
|
|
432
|
|
|
164
|
|
|
321
|
|
|||||
TOTAL CONTRACTUAL COMMITMENTS
|
48,024
|
|
|
18,083
|
|
|
7,304
|
|
|
5,725
|
|
|
16,912
|
|
(1)
|
As of June 30, 2014, the Company's Consolidated Balance Sheet reflects a liability for uncertain tax positions of $1.9 billion, including $443 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, 2014, 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 2017 are not currently determinable.
|
(4)
|
Primarily reflects future contractual payments under various take-or-pay arrangements entered into as part of the normal course of business. Commitments made under take-or-pay obligations represent future purchases in line with expected usage to obtain favorable pricing. Approximately 19% relates to service contracts for information technology, human resources management and facilities management activities that have been outsourced. While the amounts listed represent contractual obligations, we do not believe it is likely that the full contractual amount would be paid if the underlying contracts were canceled prior to maturity. In such cases, we generally are able to negotiate new contracts or cancellation penalties, resulting in a reduced payment. The amounts do not include other contractual purchase obligations that are not take-or-pay arrangements. Such contractual purchase obligations are primarily purchase orders at fair value that are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such purchase obligations will adversely affect our liquidity position.
|
Year ended June 30, 2014
|
Net Sales
Growth
|
|
Foreign
Exchange
Impact
|
|
Acquisition/
Divestiture
Impact*
|
|
Organic
Sales
Growth
|
||||
Beauty
|
-2
|
%
|
|
2
|
%
|
|
0
|
%
|
|
0
|
%
|
Grooming
|
0
|
%
|
|
3
|
%
|
|
0
|
%
|
|
3
|
%
|
Health Care
|
1
|
%
|
|
1
|
%
|
|
0
|
%
|
|
2
|
%
|
Fabric Care and Home Care
|
1
|
%
|
|
3
|
%
|
|
0
|
%
|
|
4
|
%
|
Baby, Feminine and Family Care
|
2
|
%
|
|
3
|
%
|
|
-1
|
%
|
|
4
|
%
|
TOTAL COMPANY
|
1
|
%
|
|
2
|
%
|
|
0
|
%
|
|
3
|
%
|
|
|
|
|
|
|
|
|
||||
Year ended June 30, 2013
|
Net Sales
Growth
|
|
Foreign
Exchange
Impact
|
|
Acquisition/
Divestiture
Impact*
|
|
Organic
Sales
Growth
|
||||
Beauty
|
-2
|
%
|
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
Grooming
|
-4
|
%
|
|
4
|
%
|
|
2
|
%
|
|
2
|
%
|
Health Care
|
6
|
%
|
|
3
|
%
|
|
-2
|
%
|
|
7
|
%
|
Fabric Care and Home Care
|
1
|
%
|
|
3
|
%
|
|
0
|
%
|
|
4
|
%
|
Baby, Feminine and Family Care
|
4
|
%
|
|
2
|
%
|
|
0
|
%
|
|
6
|
%
|
TOTAL COMPANY
|
1
|
%
|
|
2
|
%
|
|
0
|
%
|
|
3
|
%
|
Years ended June 30
|
2014
|
|
2013
|
|
2012
|
||||||
Diluted net earnings per share - continuing operations
|
$
|
3.98
|
|
|
$
|
3.83
|
|
|
$
|
3.06
|
|
Incremental restructuring charges
|
0.12
|
|
|
0.18
|
|
|
0.20
|
|
|||
Venezuela balance sheet devaluation Impacts
|
0.09
|
|
|
0.08
|
|
|
—
|
|
|||
Charges for pending European legal matters
|
0.02
|
|
|
0.05
|
|
|
0.03
|
|
|||
Gain on purchase of balance of Iberian JV
|
—
|
|
|
(0.21
|
)
|
|
—
|
|
|||
Impairment charges
|
—
|
|
|
0.10
|
|
|
0.51
|
|
|||
Rounding
|
0.01
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||
CORE EPS
|
4.22
|
|
|
4.02
|
|
|
3.79
|
|
|||
Core EPS Growth
|
5
|
%
|
|
6
|
%
|
|
(1
|
)%
|
|
Operating
Cash Flow
|
Capital
Spending
|
Free
Cash Flow
|
Net
Earnings
|
Free
Cash Flow
Productivity
|
|||||||||
2014
|
$
|
13,958
|
|
$
|
(3,848
|
)
|
$
|
10,110
|
|
$
|
11,785
|
|
86
|
%
|
2013
|
14,873
|
|
(4,008
|
)
|
10,865
|
|
11,402
|
|
95
|
%
|
||||
2012
|
13,284
|
|
(3,964
|
)
|
9,320
|
|
10,904
|
|
85
|
%
|
Amounts in millions except per share amounts; Years ended June 30
|
2014
|
|
2013
|
|
2012
|
||||||
NET SALES
|
$
|
83,062
|
|
|
$
|
82,581
|
|
|
$
|
82,006
|
|
Cost of products sold
|
42,460
|
|
|
41,391
|
|
|
41,411
|
|
|||
Selling, general and administrative expense
|
25,314
|
|
|
26,552
|
|
|
25,984
|
|
|||
Goodwill and indefinite-lived intangible asset impairment charges
|
—
|
|
|
308
|
|
|
1,576
|
|
|||
OPERATING INCOME
|
15,288
|
|
|
14,330
|
|
|
13,035
|
|
|||
Interest expense
|
709
|
|
|
667
|
|
|
769
|
|
|||
Interest income
|
100
|
|
|
87
|
|
|
77
|
|
|||
Other non-operating income, net
|
206
|
|
|
942
|
|
|
185
|
|
|||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
14,885
|
|
|
14,692
|
|
|
12,528
|
|
|||
Income taxes on continuing operations
|
3,178
|
|
|
3,391
|
|
|
3,378
|
|
|||
NET EARNINGS FROM CONTINUING OPERATIONS
|
11,707
|
|
|
11,301
|
|
|
9,150
|
|
|||
NET EARNINGS FROM DISCONTINUED OPERATIONS
|
78
|
|
|
101
|
|
|
1,754
|
|
|||
NET EARNINGS
|
11,785
|
|
|
11,402
|
|
|
10,904
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
142
|
|
|
90
|
|
|
148
|
|
|||
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
|
$
|
11,643
|
|
|
$
|
11,312
|
|
|
$
|
10,756
|
|
|
|
|
|
||||||||
BASIC NET EARNINGS PER COMMON SHARE
(1)
:
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
4.16
|
|
|
$
|
4.00
|
|
|
$
|
3.18
|
|
Earnings from discontinued operations
|
0.03
|
|
|
0.04
|
|
|
0.64
|
|
|||
BASIC NET EARNINGS PER COMMON SHARE
|
4.19
|
|
|
4.04
|
|
|
3.82
|
|
|||
DILUTED NET EARNINGS PER COMMON SHARE
(1)
:
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
3.98
|
|
|
$
|
3.83
|
|
|
$
|
3.06
|
|
Earnings from discontinued operations
|
0.03
|
|
|
0.03
|
|
|
0.60
|
|
|||
DILUTED NET EARNINGS PER COMMON SHARE
|
4.01
|
|
|
3.86
|
|
|
3.66
|
|
|||
DIVIDENDS PER COMMON SHARE
|
$
|
2.45
|
|
|
$
|
2.29
|
|
|
$
|
2.14
|
|
(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
|
|
2014
|
|
2013
|
|
2012
|
||||||
NET EARNINGS
|
|
$
|
11,785
|
|
|
$
|
11,402
|
|
|
$
|
10,904
|
|
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
|
|
|
|
|
|
||||||
Financial statement translation
|
|
1,044
|
|
|
710
|
|
|
(5,990
|
)
|
|||
Unrealized gains/(losses) on hedges (net of $209, $92 and $441 tax, respectively)
|
|
(347
|
)
|
|
144
|
|
|
724
|
|
|||
Unrealized gains/(losses) on investment securities (net of $4, $5 and $3 tax, respectively)
|
|
9
|
|
|
(24
|
)
|
|
(3
|
)
|
|||
Defined benefit retirement plans (net of $356, $637 and $993 tax, respectively)
|
|
(869
|
)
|
|
1,004
|
|
|
(2,010
|
)
|
|||
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
|
(163
|
)
|
|
1,834
|
|
|
(7,279
|
)
|
|||
TOTAL COMPREHENSIVE INCOME
|
|
11,622
|
|
|
13,236
|
|
|
3,625
|
|
|||
Less: Total comprehensive income attributable to noncontrolling interests
|
|
150
|
|
|
94
|
|
|
124
|
|
|||
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE
|
|
$
|
11,472
|
|
|
$
|
13,142
|
|
|
$
|
3,501
|
|
Amounts in millions; June 30
|
|
|
|
||||
Assets
|
2014
|
|
2013
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,558
|
|
|
$
|
5,947
|
|
Available-for-sale investment securities
|
2,128
|
|
|
—
|
|
||
Accounts receivable
|
6,386
|
|
|
6,508
|
|
||
INVENTORIES
|
|
|
|
||||
Materials and supplies
|
1,742
|
|
|
1,704
|
|
||
Work in process
|
684
|
|
|
722
|
|
||
Finished goods
|
4,333
|
|
|
4,483
|
|
||
Total inventories
|
6,759
|
|
|
6,909
|
|
||
Deferred income taxes
|
1,092
|
|
|
948
|
|
||
Prepaid expenses and other current assets
|
3,845
|
|
|
3,678
|
|
||
Assets held for sale
|
2,849
|
|
|
—
|
|
||
TOTAL CURRENT ASSETS
|
31,617
|
|
|
23,990
|
|
||
|
|
|
|
||||
PROPERTY, PLANT AND EQUIPMENT, NET
|
22,304
|
|
|
21,666
|
|
||
GOODWILL
|
53,704
|
|
|
55,188
|
|
||
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET
|
30,843
|
|
|
31,572
|
|
||
OTHER NONCURRENT ASSETS
|
5,798
|
|
|
6,847
|
|
||
TOTAL ASSETS
|
$
|
144,266
|
|
|
$
|
139,263
|
|
|
|
|
|||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
8,461
|
|
|
$
|
8,777
|
|
Accrued and other liabilities
|
8,999
|
|
|
8,828
|
|
||
Liabilities held for sale
|
660
|
|
|
—
|
|
||
Debt due within one year
|
15,606
|
|
|
12,432
|
|
||
TOTAL CURRENT LIABILITIES
|
33,726
|
|
|
30,037
|
|
||
LONG-TERM DEBT
|
19,811
|
|
|
19,111
|
|
||
DEFERRED INCOME TAXES
|
10,218
|
|
|
10,827
|
|
||
OTHER NONCURRENT LIABILITIES
|
10,535
|
|
|
10,579
|
|
||
TOTAL LIABILITIES
|
74,290
|
|
|
70,554
|
|
||
SHAREHOLDERS' EQUITY
|
|
|
|
||||
Convertible Class A preferred stock, stated value $1 per share (600 shares authorized)
|
1,111
|
|
|
1,137
|
|
||
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: 2014 - 4009.2, 2013 - 4,009.2)
|
4,009
|
|
|
4,009
|
|
||
Additional paid-in capital
|
63,911
|
|
|
63,538
|
|
||
Reserve for ESOP debt retirement
|
(1,340
|
)
|
|
(1,352
|
)
|
||
Accumulated other comprehensive income/(loss)
|
(7,662
|
)
|
|
(7,499
|
)
|
||
Treasury stock, at cost (shares held: 2014 - 1,298.4, 2013 - 1,266.9)
|
(75,805
|
)
|
|
(71,966
|
)
|
||
Retained earnings
|
84,990
|
|
|
80,197
|
|
||
Noncontrolling interest
|
762
|
|
|
645
|
|
||
TOTAL SHAREHOLDERS' EQUITY
|
69,976
|
|
|
68,709
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
144,266
|
|
|
$
|
139,263
|
|
Dollars in millions/Shares in thousands
|
Common
Shares
Outstanding
|
|
Common Stock
|
|
Preferred
Stock
|
|
Additional
Paid-In
Capital
|
|
Reserve
for
ESOP Debt
Retirement
|
|
Accumulated
Other
Comprehensive
Income/ (Loss)
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Non-
controlling
Interest
|
|
Total
|
|
|||||||||
BALANCE JUNE 30, 2011
|
2,765,737
|
|
$
|
4,008
|
|
$
|
1,234
|
|
$
|
62,405
|
|
$
|
(1,357
|
)
|
$
|
(2,054
|
)
|
$
|
(67,278
|
)
|
$
|
70,682
|
|
$
|
361
|
|
$
|
68,001
|
|
Net earnings
|
|
|
|
|
|
|
|
10,756
|
|
148
|
|
10,904
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(7,279
|
)
|
|
|
|
(7,279
|
)
|
|||||||||||||||||
Dividends to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Common
|
|
|
|
|
|
|
|
(5,883
|
)
|
|
(5,883
|
)
|
|||||||||||||||||
Preferred, net of tax benefits
|
|
|
|
|
|
|
|
(256
|
)
|
|
(256
|
)
|
|||||||||||||||||
Treasury purchases
|
(61,826
|
)
|
|
|
|
|
|
(4,024
|
)
|
|
|
(4,024
|
)
|
||||||||||||||||
Employee plan issuances
|
39,546
|
|
|
|
550
|
|
|
|
1,665
|
|
|
|
2,215
|
|
|||||||||||||||
Preferred stock conversions
|
4,576
|
|
|
(39
|
)
|
6
|
|
|
|
33
|
|
|
|
—
|
|
||||||||||||||
ESOP debt impacts
|
|
|
|
|
|
|
|
|
50
|
|
|
50
|
|
||||||||||||||||
Noncontrolling interest, net
|
|
|
|
220
|
|
|
|
|
|
87
|
|
307
|
|
||||||||||||||||
BALANCE JUNE 30, 2012
|
2,748,033
|
|
4,008
|
|
1,195
|
|
63,181
|
|
(1,357
|
)
|
(9,333
|
)
|
(69,604
|
)
|
75,349
|
|
596
|
|
64,035
|
|
|||||||||
Net earnings
|
|
|
|
|
|
|
|
11,312
|
|
90
|
|
11,402
|
|
||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
1,834
|
|
|
|
|
1,834
|
|
|||||||||||||||||
Dividends to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Common
|
|
|
|
|
|
|
|
(6,275
|
)
|
|
(6,275
|
)
|
|||||||||||||||||
Preferred, net of tax benefits
|
|
|
|
|
|
|
|
(244
|
)
|
|
(244
|
)
|
|||||||||||||||||
Treasury purchases
|
(84,234
|
)
|
|
|
|
|
|
(5,986
|
)
|
|
|
(5,986
|
)
|
||||||||||||||||
Employee plan issuances
|
70,923
|
|
1
|
|
|
352
|
|
|
|
3,573
|
|
|
|
3,926
|
|
||||||||||||||
Preferred stock conversions
|
7,605
|
|
|
(58
|
)
|
7
|
|
|
|
51
|
|
|
|
—
|
|
||||||||||||||
ESOP debt impacts
|
|
|
|
|
5
|
|
|
|
55
|
|
|
60
|
|
||||||||||||||||
Noncontrolling interest, net
|
|
|
|
(2
|
)
|
|
|
|
|
(41
|
)
|
(43
|
)
|
||||||||||||||||
BALANCE JUNE 30, 2013
|
2,742,327
|
|
4,009
|
|
1,137
|
|
63,538
|
|
(1,352
|
)
|
(7,499
|
)
|
(71,966
|
)
|
80,197
|
|
645
|
|
68,709
|
|
|||||||||
Net earnings
|
|
|
|
|
|
|
|
11,643
|
|
142
|
|
11,785
|
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(163
|
)
|
|
|
|
(163
|
)
|
|||||||||||||||||
Dividends to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Common
|
|
|
|
|
|
|
|
(6,658
|
)
|
|
(6,658
|
)
|
|||||||||||||||||
Preferred, net of tax benefits
|
|
|
|
|
|
|
|
(253
|
)
|
|
(253
|
)
|
|||||||||||||||||
Treasury purchases
|
(74,987
|
)
|
|
|
|
|
|
(6,005
|
)
|
|
|
(6,005
|
)
|
||||||||||||||||
Employee plan issuances
|
40,288
|
|
|
|
364
|
|
|
|
2,144
|
|
|
|
2,508
|
|
|||||||||||||||
Preferred stock conversions
|
3,178
|
|
|
(26
|
)
|
4
|
|
|
|
22
|
|
|
|
—
|
|
||||||||||||||
ESOP debt impacts
|
|
|
|
|
12
|
|
|
|
61
|
|
|
73
|
|
||||||||||||||||
Noncontrolling interest, net
|
|
|
|
5
|
|
|
|
|
|
(25
|
)
|
(20
|
)
|
||||||||||||||||
BALANCE JUNE 30, 2014
|
2,710,806
|
|
$
|
4,009
|
|
$
|
1,111
|
|
$
|
63,911
|
|
$
|
(1,340
|
)
|
$
|
(7,662
|
)
|
$
|
(75,805
|
)
|
$
|
84,990
|
|
$
|
762
|
|
$
|
69,976
|
|
Amounts in millions; Years ended June 30
|
2014
|
|
2013
|
|
2012
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
$
|
5,947
|
|
|
$
|
4,436
|
|
|
$
|
2,768
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net earnings
|
11,785
|
|
|
11,402
|
|
|
10,904
|
|
|||
Depreciation and amortization
|
3,141
|
|
|
2,982
|
|
|
3,204
|
|
|||
Share-based compensation expense
|
360
|
|
|
346
|
|
|
377
|
|
|||
Deferred income taxes
|
(44
|
)
|
|
(307
|
)
|
|
(65
|
)
|
|||
Gain on sale and purchase of businesses
|
(154
|
)
|
|
(916
|
)
|
|
(2,106
|
)
|
|||
Goodwill and indefinite-lived intangible asset impairment charges
|
—
|
|
|
308
|
|
|
1,576
|
|
|||
Change in accounts receivable
|
87
|
|
|
(415
|
)
|
|
(427
|
)
|
|||
Change in inventories
|
8
|
|
|
(225
|
)
|
|
77
|
|
|||
Change in accounts payable, accrued and other liabilities
|
1
|
|
|
1,253
|
|
|
(22
|
)
|
|||
Change in other operating assets and liabilities
|
(1,557
|
)
|
|
68
|
|
|
(444
|
)
|
|||
Other
|
331
|
|
|
377
|
|
|
210
|
|
|||
TOTAL OPERATING ACTIVITIES
|
13,958
|
|
|
14,873
|
|
|
13,284
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(3,848
|
)
|
|
(4,008
|
)
|
|
(3,964
|
)
|
|||
Proceeds from asset sales
|
570
|
|
|
584
|
|
|
2,893
|
|
|||
Acquisitions, net of cash acquired
|
(24
|
)
|
|
(1,145
|
)
|
|
(134
|
)
|
|||
Purchases of available-for-sale investment securities
|
(568
|
)
|
|
(1,605
|
)
|
|
—
|
|
|||
Proceeds from sales of available-for-sale investment securities
|
24
|
|
|
—
|
|
|
—
|
|
|||
Change in other investments
|
(261
|
)
|
|
(121
|
)
|
|
112
|
|
|||
TOTAL INVESTING ACTIVITIES
|
(4,107
|
)
|
|
(6,295
|
)
|
|
(1,093
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Dividends to shareholders
|
(6,911
|
)
|
|
(6,519
|
)
|
|
(6,139
|
)
|
|||
Change in short-term debt
|
3,304
|
|
|
3,406
|
|
|
(3,412
|
)
|
|||
Additions to long-term debt
|
4,334
|
|
|
2,331
|
|
|
3,985
|
|
|||
Reductions of long-term debt
|
(4,095
|
)
|
|
(3,752
|
)
|
|
(2,549
|
)
|
|||
Treasury stock purchases
|
(6,005
|
)
|
|
(5,986
|
)
|
|
(4,024
|
)
|
|||
Impact of stock options and other
|
2,094
|
|
|
3,449
|
|
|
1,729
|
|
|||
TOTAL FINANCING ACTIVITIES
|
(7,279
|
)
|
|
(7,071
|
)
|
|
(10,410
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
39
|
|
|
4
|
|
|
(113
|
)
|
|||
CHANGE IN CASH AND CASH EQUIVALENTS
|
2,611
|
|
|
1,511
|
|
|
1,668
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
8,558
|
|
|
$
|
5,947
|
|
|
$
|
4,436
|
|
|
|
|
|
||||||||
SUPPLEMENTAL DISCLOSURE
|
|
|
|
|
|
||||||
Cash payments for:
|
|
|
|
|
|
||||||
Interest
|
$
|
686
|
|
|
$
|
683
|
|
|
$
|
740
|
|
Income taxes
|
3,320
|
|
|
3,780
|
|
|
4,348
|
|
|||
Assets acquired through non-cash capital leases are immaterial for all periods.
|
|
|
|
|
|
|
|
|
|
Beauty
|
Grooming
|
Health Care
|
Fabric Care and Home Care
|
Baby, Feminine and Family Care
|
Corporate
|
Total Company
|
||||||||||||||
GOODWILL at JUNE 30, 2012 - Gross
|
$
|
16,860
|
|
$
|
21,579
|
|
$
|
6,115
|
|
$
|
4,424
|
|
$
|
3,684
|
|
$
|
2,441
|
|
$
|
55,103
|
|
Accumulated impairment losses at June 30, 2012
|
(431
|
)
|
(899
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,330
|
)
|
|||||||
GOODWILL at JUNE 30, 2012 - Net
|
16,429
|
|
20,680
|
|
6,115
|
|
4,424
|
|
3,684
|
|
2,441
|
|
53,773
|
|
|||||||
Acquisitions and divestitures
|
(21
|
)
|
(40
|
)
|
—
|
|
(14
|
)
|
1,090
|
|
—
|
|
1,015
|
|
|||||||
Goodwill impairment charges
|
—
|
|
(259
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(259
|
)
|
|||||||
Translation and other
|
255
|
|
236
|
|
70
|
|
43
|
|
54
|
|
1
|
|
659
|
|
|||||||
GOODWILL at JUNE 30, 2013 - Gross
|
17,094
|
|
21,775
|
|
6,185
|
|
4,453
|
|
4,828
|
|
2,442
|
|
56,777
|
|
|||||||
Accumulated impairment losses at June 30, 2013
|
(431
|
)
|
(1,158
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,589
|
)
|
|||||||
GOODWILL at JUNE 30, 2013 - Net
|
16,663
|
|
20,617
|
|
6,185
|
|
4,453
|
|
4,828
|
|
2,442
|
|
55,188
|
|
|||||||
Acquisitions and divestitures
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
(2,445
|
)
|
(2,448
|
)
|
|||||||
Translation and other
|
377
|
|
322
|
|
95
|
|
85
|
|
82
|
|
3
|
|
964
|
|
|||||||
GOODWILL at JUNE 30, 2014 - Gross
|
17,471
|
|
22,097
|
|
6,280
|
|
4,535
|
|
4,910
|
|
—
|
|
55,293
|
|
|||||||
Accumulated impairment losses at June 30, 2014
|
(431
|
)
|
(1,158
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,589
|
)
|
|||||||
GOODWILL at JUNE 30, 2014 - Net
|
17,040
|
|
20,939
|
|
6,280
|
|
4,535
|
|
4,910
|
|
—
|
|
53,704
|
|
Years ended June 30
|
2014
|
|
2013
|
|
2012
|
||||||
Intangible asset amortization
|
$
|
514
|
|
|
$
|
528
|
|
|
$
|
500
|
|
Years ended June 30
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
Estimated amortization expense
|
$
|
432
|
|
|
$
|
393
|
|
|
$
|
360
|
|
|
$
|
332
|
|
|
$
|
309
|
|
June 30
|
2014
|
|
2013
|
||||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Buildings
|
$
|
8,022
|
|
|
$
|
7,829
|
|
Machinery and equipment
|
32,398
|
|
|
31,070
|
|
||
Land
|
893
|
|
|
878
|
|
||
Construction in progress
|
3,114
|
|
|
3,235
|
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT
|
44,427
|
|
|
43,012
|
|
||
Accumulated depreciation
|
(22,123
|
)
|
|
(21,346
|
)
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
22,304
|
|
|
21,666
|
|
|
Separations
|
|
Asset-Related Costs
|
|
Other
|
|
Total
|
||||||||
RESERVE JUNE 30, 2012
|
$
|
316
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
343
|
|
Charges
|
595
|
|
|
109
|
|
|
252
|
|
|
956
|
|
||||
Cash spent
|
(615
|
)
|
|
—
|
|
|
(252
|
)
|
|
(867
|
)
|
||||
Charges against assets
|
—
|
|
|
(109
|
)
|
|
—
|
|
|
(109
|
)
|
||||
RESERVE JUNE 30, 2013
|
296
|
|
|
—
|
|
|
27
|
|
|
323
|
|
||||
Charges
|
378
|
|
|
179
|
|
|
249
|
|
|
806
|
|
||||
Cash spent
|
(321
|
)
|
|
—
|
|
|
(248
|
)
|
|
(569
|
)
|
||||
Charges against assets
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
(179
|
)
|
||||
RESERVE JUNE 30, 2014
|
353
|
|
|
—
|
|
|
28
|
|
|
381
|
|
Years Ended June 30
|
2014
|
|
2013
|
||||
Beauty
|
$
|
83
|
|
|
$
|
132
|
|
Grooming
|
20
|
|
|
50
|
|
||
Health Care
|
10
|
|
|
14
|
|
||
Fabric Care and Home Care
|
121
|
|
|
140
|
|
||
Baby, Feminine and Family Care
|
155
|
|
|
129
|
|
||
Corporate
(1)
|
417
|
|
|
491
|
|
||
Total Company
|
806
|
|
|
956
|
|
June 30
|
2014
|
|
2013
|
||||
DEBT DUE WITHIN ONE YEAR
|
|
|
|
||||
Current portion of long-term debt
|
$
|
4,307
|
|
|
$
|
4,506
|
|
Commercial paper
|
10,818
|
|
|
7,642
|
|
||
Other
|
481
|
|
|
284
|
|
||
TOTAL
|
15,606
|
|
|
12,432
|
|
||
|
|
|
|
||||
Short-term weighted average interest rates
(1)
|
0.7
|
%
|
|
0.5
|
%
|
June 30
|
2014
|
|
2013
|
||||
LONG-TERM DEBT
|
|
|
|
||||
4.95% USD note due August 2014
|
$
|
900
|
|
|
$
|
900
|
|
0.70% USD note due August 2014
|
1,000
|
|
|
1,000
|
|
||
3.50% USD note due February 2015
|
750
|
|
|
750
|
|
||
0.95% JPY note due May 2015
|
987
|
|
|
1,012
|
|
||
3.15% USD note due September 2015
|
500
|
|
|
500
|
|
||
1.80% USD note due November 2015
|
1,000
|
|
|
1,000
|
|
||
4.85% USD note due December 2015
|
700
|
|
|
700
|
|
||
1.45% USD note due August 2016
|
1,000
|
|
|
1,000
|
|
||
0.75% USD note due November 2016
|
500
|
|
|
—
|
|
||
Floating rate USD note due November 2016
|
500
|
|
|
—
|
|
||
5.13% EUR note due October 2017
|
1,501
|
|
|
1,437
|
|
||
1.60% USD note due November 2018
|
1,000
|
|
|
—
|
|
||
4.70% USD note due February 2019
|
1,250
|
|
|
1,250
|
|
||
4.13% EUR note due December 2020
|
819
|
|
|
784
|
|
||
9.36% ESOP debentures due 2014-2021
(1)
|
640
|
|
|
701
|
|
||
2.00% EUR note due November 2021
|
1,023
|
|
|
—
|
|
||
2.30% USD note due February 2022
|
1,000
|
|
|
1,000
|
|
||
2.00% EUR note due August 2022
|
1,365
|
|
|
1,307
|
|
||
3.10% USD note due August 2023
|
1,000
|
|
|
—
|
|
||
4.88% EUR note due May 2027
|
1,365
|
|
|
1,307
|
|
||
6.25% GBP note due January 2030
|
851
|
|
|
764
|
|
||
5.50% USD note due February 2034
|
500
|
|
|
500
|
|
||
5.80% USD note due August 2034
|
600
|
|
|
600
|
|
||
5.55% USD note due March 2037
|
1,400
|
|
|
1,400
|
|
||
Capital lease obligations
|
83
|
|
|
31
|
|
||
All other long-term debt
|
1,884
|
|
|
5,674
|
|
||
Current portion of long-term debt
|
(4,307
|
)
|
|
(4,506
|
)
|
||
TOTAL
|
19,811
|
|
|
19,111
|
|
||
|
|
|
|||||
Long-term weighted average interest rates
(2)
|
3.2
|
%
|
|
3.3
|
%
|
(1)
|
Debt issued by the ESOP is guaranteed by the Company and must be recorded as debt of the Company, as discussed in Note 9.
|
(2)
|
Weighted average long-term interest rates include the effects of interest rate swaps discussed in Note 5.
|
June 30
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
Debt maturities
|
$
|
4,307
|
|
|
$
|
2,356
|
|
|
$
|
2,123
|
|
|
$
|
1,605
|
|
|
$
|
2,357
|
|
(1)
|
Other foreign currency instruments are comprised of foreign currency financial instruments that do not qualify as hedges.
|
(2)
|
All derivative assets are presented in Prepaid expenses and other current assets and Other noncurrent assets. Investment securities are presented in Available-for-sale investment securities and Other noncurrent assets, except the U.S. government securities are included in Other noncurrent assets in our Consolidated Balance Sheets at June 30, 2013. The amortized cost of the U.S. government securities was
$1,649
and
$1,604
as of June 30, 2014 and 2013, respectively. All U.S. government securities have contractual maturities between
one
and
five
years. The amortized cost of the corporate bond securities was
$497
as of June 30, 2014. The amortized cost and fair value of corporate bond securities with maturities of less than a year was
$39
as of June 30, 2014. The amortized cost and fair value of corporate bond securities with maturities between one and five years was
$458
as of June 30, 2014. Fair values are generally estimated based upon quoted market prices for similar instruments.
|
(3)
|
All liabilities are presented in accrued and other liabilities or other noncurrent liabilities.
|
(4)
|
Long-term debt includes the current portion (
$4,400
and
$4,540
as of June 30, 2014 and 2013, respectively) of debt instruments. Long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes. Fair values are generally estimated based on quoted market prices for identical or similar instruments.
|
|
Notional Amount
|
|
Fair Value Asset/(Liability)
|
||||||||||||
June 30
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
|
|||||||||||||||
Foreign currency contracts
|
$
|
951
|
|
|
$
|
951
|
|
|
$
|
187
|
|
|
$
|
168
|
|
|
|
|
|
|
|
||||||||||
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
|
|||||||||||||||
Interest rate contracts
|
$
|
9,738
|
|
|
$
|
9,117
|
|
|
$
|
168
|
|
|
$
|
132
|
|
|
|
|
|
|
|
||||||||||
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
|
|||||||||||||||
Net investment hedges
|
$
|
831
|
|
|
$
|
1,303
|
|
|
$
|
48
|
|
|
$
|
233
|
|
|
|
|
|
|
|
||||||||||
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|||||||||||||||
Foreign currency contracts
|
$
|
12,111
|
|
|
$
|
7,080
|
|
|
$
|
(42
|
)
|
|
$
|
(71
|
)
|
|
Amount of Gain/(Loss)
Recognized in Earnings
|
||||||
Years ended June 30
|
2014
|
|
2013
|
||||
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
|
|||||||
Interest rate contracts
|
$
|
36
|
|
|
$
|
(167
|
)
|
Debt
|
(37
|
)
|
|
171
|
|
||
TOTAL
|
(1
|
)
|
|
4
|
|
||
|
|
|
|
||||
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
|
|||||||
Net investment hedges
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
|
|
|
||||
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|||||||
Foreign currency contracts
(1)
|
$
|
123
|
|
|
$
|
(34
|
)
|
(1)
|
The gain or loss on non-qualifying foreign currency contracts substantially offsets the foreign currency mark-to-market impact of the related exposure.
|
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
|
||||||||||||||||||||
|
Hedges
|
|
Investment Securities
|
|
Pension and Other Retiree Benefits
|
|
Financial Statement Translation
|
|
Total
|
|||||||||||
Balance at June 30, 2012
|
$
|
(3,673
|
)
|
|
$
|
(3
|
)
|
|
$
|
(5,300
|
)
|
|
$
|
(357
|
)
|
|
$
|
(9,333
|
)
|
|
OCI before reclassifications
(1)
|
363
|
|
|
(24
|
)
|
|
731
|
|
|
710
|
|
|
1,780
|
|
||||||
Amounts reclassified from AOCI
|
(219
|
)
|
|
—
|
|
|
273
|
|
|
—
|
|
|
54
|
|
||||||
Net current period OCI
|
144
|
|
|
(24
|
)
|
|
1,004
|
|
|
710
|
|
|
1,834
|
|
||||||
Balance at June 30, 2013
|
(3,529
|
)
|
|
(27
|
)
|
|
(4,296
|
)
|
|
353
|
|
|
(7,499
|
)
|
||||||
OCI before reclassifications
(2)
|
(305
|
)
|
|
20
|
|
|
(1,113
|
)
|
|
1,044
|
|
|
(354
|
)
|
||||||
Amounts reclassified from AOCI
|
(42
|
)
|
|
(11
|
)
|
|
244
|
|
|
—
|
|
|
191
|
|
||||||
Net current period OCI
|
(347
|
)
|
|
9
|
|
|
(869
|
)
|
|
1,044
|
|
|
(163
|
)
|
||||||
Balance at June 30, 2014
|
(3,876
|
)
|
|
(18
|
)
|
|
(5,165
|
)
|
|
1,397
|
|
|
(7,662
|
)
|
Years ended June 30
|
2014
|
|
2013
|
|
2012
|
|||||||
NET EARNINGS FROM CONTINUING OPERATIONS
|
$
|
11,707
|
|
|
$
|
11,301
|
|
|
$
|
9,150
|
|
|
Net earnings from discontinued operations
|
78
|
|
|
101
|
|
|
1,754
|
|
||||
NET EARNINGS
|
11,785
|
|
|
11,402
|
|
|
10,904
|
|
||||
Net earnings attributable to noncontrolling interests
|
(142
|
)
|
|
(90
|
)
|
|
(148
|
)
|
||||
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE (DILUTED)
|
11,643
|
|
|
11,312
|
|
|
10,756
|
|
||||
Preferred dividends, net of tax benefit
|
(253
|
)
|
|
(244
|
)
|
|
(256
|
)
|
||||
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE AVAILABLE TO COMMON SHAREHOLDERS (BASIC)
|
11,390
|
|
|
11,068
|
|
|
10,500
|
|
||||
|
|
|
|
|
|
|||||||
NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO PROCTER & GAMBLE AVAILABLE TO COMMON SHAREHOLDERS (BASIC)
|
$
|
11,312
|
|
|
$
|
10,967
|
|
|
$
|
8,746
|
|
|
|
|
|
|
|
|
|||||||
NET EARNINGS FROM CONTINUTING OPERATIONS ATTRIBUTABLE TO PROCTER & GAMBLE (DILUTED)
|
$
|
11,565
|
|
|
$
|
11,211
|
|
|
$
|
9,002
|
|
|
|
|
|
|
|
|
|||||||
Shares in millions; Years ended June 30
|
2014
|
|
2013
|
|
2012
|
|||||||
Basic weighted average common shares outstanding
|
2,719.8
|
|
|
2,742.9
|
|
|
2,751.3
|
|
||||
Effect of dilutive securities
|
|
|
|
|
|
|||||||
Conversion of preferred shares
(1)
|
112.3
|
|
|
116.8
|
|
|
123.9
|
|
||||
Exercise of stock options and other unvested equity awards
(2)
|
72.6
|
|
|
70.9
|
|
|
66.0
|
|
||||
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
2,904.7
|
|
|
2,930.6
|
|
|
2,941.2
|
|
||||
|
|
|
|
|
|
|
||||||
BASIC NET EARNINGS PER COMMON SHARE
(3)
|
|
|
|
|
|
|||||||
Earnings from continuing operations
|
$
|
4.16
|
|
|
$
|
4.00
|
|
|
$
|
3.18
|
|
|
Earnings from discontinued operations
|
0.03
|
|
|
0.04
|
|
|
0.64
|
|
||||
BASIC NET EARNINGS PER COMMON SHARE
|
4.19
|
|
|
4.04
|
|
|
3.82
|
|
||||
|
|
|
|
|
|
|||||||
DILUTED NET EARNINGS PER COMMON SHARE
(3)
|
|
|
|
|
|
|||||||
Earnings from continuing operations
|
$
|
3.98
|
|
|
$
|
3.83
|
|
|
$
|
3.06
|
|
|
Earnings from discontinued operations
|
0.03
|
|
|
0.03
|
|
|
0.60
|
|
||||
DILUTED NET EARNINGS PER COMMON SHARE
|
4.01
|
|
|
3.86
|
|
|
3.66
|
|
(1)
|
Despite being included currently in diluted net earnings per common share, the actual conversion to common stock occurs when the preferred shares are sold. Shares may only be sold after being allocated to the ESOP participants pursuant to the repayment of the ESOP's obligations through 2035.
|
(2)
|
Approximately
9 million
in
2014
,
12 million
in
2013
and
67 million
in
2012
of the Company's outstanding stock options were not included in the diluted net earnings per share calculation because the options were out of the money or to do so would have been antidilutive (i.e., the total proceeds upon exercise would have exceeded the market value of the underlying common shares).
|
(3)
|
Basic net earnings per common share and diluted net earnings per common share are calculated on net earnings attributable to Procter & Gamble.
|
Years ended June 30
|
2014
|
|
2013
|
|
2012
|
|||
Interest rate
|
0.1-2.8%
|
|
|
0.2-2.0%
|
|
|
0.2-2.1%
|
|
Weighted average interest rate
|
2.5
|
%
|
|
1.8
|
%
|
|
1.9
|
%
|
Dividend yield
|
3.1
|
%
|
|
2.9
|
%
|
|
2.6
|
%
|
Expected volatility
|
15-17%
|
|
|
14-15%
|
|
|
12-18%
|
|
Weighted average volatility
|
16
|
%
|
|
15
|
%
|
|
15
|
%
|
Expected life in years
|
8.2
|
|
|
8.9
|
|
|
8.5
|
|
|
RSUs
|
|
PSUs
|
||||||||||
Other Stock-Based Awards in thousands
|
Units
|
|
Weighted-Average Grant-Date Fair Value
|
|
Units
|
|
Weighted-Average Grant-Date Fair Value
|
||||||
Non-vested at July 1, 2013
|
4,590
|
|
|
$
|
56.88
|
|
|
1,887
|
|
|
$
|
61.75
|
|
Granted
|
1,955
|
|
|
65.74
|
|
|
623
|
|
|
71.68
|
|
||
Vested
|
(1,484
|
)
|
|
51.85
|
|
|
(609
|
)
|
|
57.04
|
|
||
Forfeited
|
(159
|
)
|
|
62.82
|
|
|
(18
|
)
|
|
64.22
|
|
||
Non-vested at June 30, 2014
|
4,902
|
|
|
61.74
|
|
|
1,883
|
|
|
66.53
|
|
|
Pension Benefits
(1)
|
|
Other Retiree Benefits
(2)
|
||||||||||||
Years ended June 30
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
CHANGE IN BENEFIT OBLIGATION
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
(3)
|
$
|
14,514
|
|
|
$
|
13,573
|
|
|
$
|
5,289
|
|
|
$
|
6,006
|
|
Service cost
|
298
|
|
|
300
|
|
|
149
|
|
|
190
|
|
||||
Interest cost
|
590
|
|
|
560
|
|
|
256
|
|
|
260
|
|
||||
Participants' contributions
|
20
|
|
|
20
|
|
|
72
|
|
|
66
|
|
||||
Amendments
|
4
|
|
|
104
|
|
|
(5
|
)
|
|
—
|
|
||||
Actuarial loss/(gain)
|
1,365
|
|
|
473
|
|
|
(46
|
)
|
|
(1,022
|
)
|
||||
Acquisitions
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
5
|
|
|
39
|
|
|
9
|
|
|
18
|
|
||||
Currency translation and other
|
797
|
|
|
(4
|
)
|
|
20
|
|
|
5
|
|
||||
Benefit payments
|
(540
|
)
|
|
(602
|
)
|
|
(239
|
)
|
|
(234
|
)
|
||||
BENEFIT OBLIGATION AT END OF YEAR
(3)
|
17,053
|
|
|
14,514
|
|
|
5,505
|
|
|
5,289
|
|
CHANGE IN PLAN ASSETS
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
8,561
|
|
|
7,974
|
|
|
3,553
|
|
|
2,713
|
|
Actual return on plan assets
|
964
|
|
|
796
|
|
|
124
|
|
|
954
|
|
Acquisitions
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
Employer contributions
|
1,549
|
|
|
391
|
|
|
31
|
|
|
23
|
|
Participants' contributions
|
20
|
|
|
20
|
|
|
72
|
|
|
66
|
|
Currency translation and other
|
544
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
ESOP debt impacts
(4)
|
—
|
|
|
—
|
|
|
33
|
|
|
31
|
|
Benefit payments
|
(540
|
)
|
|
(602
|
)
|
|
(239
|
)
|
|
(234
|
)
|
FAIR VALUE OF PLAN ASSETS AT END OF YEAR
|
11,098
|
|
|
8,561
|
|
|
3,574
|
|
|
3,553
|
|
FUNDED STATUS
|
(5,955
|
)
|
|
(5,953
|
)
|
|
(1,931
|
)
|
|
(1,736
|
)
|
(1)
|
Primarily non-U.S.-based defined benefit retirement plans.
|
(2)
|
Primarily U.S.-based other postretirement benefit plans.
|
(3)
|
For the pension benefit plans, the benefit obligation is the projected benefit obligation. For other retiree benefit plans, the benefit obligation is the accumulated postretirement benefit obligation.
|
(4)
|
Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits.
|
|
Accumulated Benefit
Obligation Exceeds the
Fair Value of Plan Assets
|
|
Projected Benefit
Obligation Exceeds the
Fair Value of Plan Assets
|
||||||||||||
June 30
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Projected benefit obligation
|
$
|
14,229
|
|
|
$
|
12,024
|
|
|
$
|
15,325
|
|
|
$
|
12,962
|
|
Accumulated benefit obligation
|
12,406
|
|
|
10,406
|
|
|
13,279
|
|
|
11,149
|
|
||||
Fair value of plan assets
|
8,353
|
|
|
6,086
|
|
|
9,301
|
|
|
6,895
|
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||
Net actuarial loss
|
$
|
299
|
|
|
$
|
106
|
|
Prior service cost/(credit)
|
31
|
|
|
(20
|
)
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Discount rate
|
3.5
|
%
|
|
4.0
|
%
|
|
4.4
|
%
|
|
4.8
|
%
|
Rate of compensation increase
|
3.2
|
%
|
|
3.2
|
%
|
|
—
|
%
|
|
—
|
%
|
Health care cost trend rates assumed for next year
|
—
|
%
|
|
—
|
%
|
|
6.8
|
%
|
|
7.3
|
%
|
Rate to which the health care cost trend rate is assumed to decline (ultimate trend rate)
|
—
|
%
|
|
—
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
2021
|
|
|
2020
|
|
(1)
|
Determined as of end of year.
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Discount rate
|
4.0
|
%
|
|
4.2
|
%
|
|
5.3
|
%
|
|
4.8
|
%
|
|
4.3
|
%
|
|
5.7
|
%
|
Expected return on plan assets
|
7.2
|
%
|
|
7.3
|
%
|
|
7.4
|
%
|
|
8.3
|
%
|
|
8.3
|
%
|
|
9.2
|
%
|
Rate of compensation increase
|
3.2
|
%
|
|
3.3
|
%
|
|
3.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
(2)
|
Determined as of beginning of year and adjusted for acquisitions.
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on the total service and interest cost components
|
$
|
80
|
|
|
$
|
(61
|
)
|
Effect on the accumulated postretirement benefit obligation
|
879
|
|
|
(696
|
)
|
|
Target Asset Allocation
|
|
Actual Asset Allocation at June 30
|
||||||||||||||
|
|
|
|
|
Pension Benefits
|
|
Other Retiree
Benefits
|
||||||||||
Asset Category
|
Pension Benefits
|
|
Other Retiree
Benefits
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
Cash
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
Debt securities
|
52
|
%
|
|
8
|
%
|
|
51
|
%
|
|
52
|
%
|
|
6
|
%
|
|
6
|
%
|
Equity securities
|
47
|
%
|
|
90
|
%
|
|
48
|
%
|
|
47
|
%
|
|
93
|
%
|
|
92
|
%
|
TOTAL
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Pension Benefits
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
June 30
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
ASSETS AT FAIR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
79
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
71
|
|
Common collective fund - equity
|
—
|
|
|
—
|
|
|
5,336
|
|
|
3,993
|
|
|
—
|
|
|
—
|
|
|
5,336
|
|
|
3,993
|
|
||||||||
Common collective fund - fixed income
|
—
|
|
|
—
|
|
|
5,539
|
|
|
4,361
|
|
|
—
|
|
|
—
|
|
|
5,539
|
|
|
4,361
|
|
||||||||
Other
|
5
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
132
|
|
|
144
|
|
|
136
|
|
||||||||
TOTAL ASSETS AT FAIR VALUE
|
84
|
|
|
75
|
|
|
10,875
|
|
|
8,354
|
|
|
139
|
|
|
132
|
|
|
11,098
|
|
|
8,561
|
|
|
Other Retiree Benefits
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
June 30
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
ASSETS AT FAIR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
30
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
56
|
|
Company stock
|
—
|
|
|
—
|
|
|
3,304
|
|
|
3,270
|
|
|
—
|
|
|
—
|
|
|
3,304
|
|
|
3,270
|
|
||||||||
Common collective fund - equity
|
—
|
|
|
—
|
|
|
18
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
16
|
|
||||||||
Common collective fund - fixed income
|
—
|
|
|
—
|
|
|
217
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|
200
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
11
|
|
|
5
|
|
|
11
|
|
||||||||
TOTAL ASSETS AT FAIR VALUE
|
30
|
|
|
56
|
|
|
3,539
|
|
|
3,486
|
|
|
5
|
|
|
11
|
|
|
3,574
|
|
|
3,553
|
|
Shares in thousands
|
2014
|
|
2013
|
|
2012
|
|||
Allocated
|
44,465
|
|
|
45,535
|
|
|
50,668
|
|
Unallocated
|
8,474
|
|
|
9,843
|
|
|
11,348
|
|
TOTAL SERIES A
|
52,939
|
|
|
55,378
|
|
|
62,016
|
|
|
|
|
|
|||||
Allocated
|
22,085
|
|
|
21,278
|
|
|
20,802
|
|
Unallocated
|
35,753
|
|
|
37,300
|
|
|
38,743
|
|
TOTAL SERIES B
|
57,838
|
|
|
58,578
|
|
|
59,545
|
|
Years ended June 30
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
|
$
|
9,005
|
|
|
$
|
8,260
|
|
|
$
|
7,398
|
|
International
|
|
5,880
|
|
|
6,432
|
|
|
5,130
|
|
|||
TOTAL
|
|
14,885
|
|
|
14,692
|
|
|
12,528
|
|
Years ended June 30
|
2014
|
|
2013
|
|
2012
|
||||||
BEGINNING OF YEAR
|
$
|
1,600
|
|
|
$
|
1,773
|
|
|
$
|
1,848
|
|
Increases in tax positions for prior years
|
146
|
|
|
162
|
|
|
166
|
|
|||
Decreases in tax positions for prior years
|
(296
|
)
|
|
(225
|
)
|
|
(188
|
)
|
|||
Increases in tax positions for current year
|
142
|
|
|
188
|
|
|
178
|
|
|||
Settlements with taxing authorities
|
(135
|
)
|
|
(195
|
)
|
|
(49
|
)
|
|||
Lapse in statute of limitations
|
(33
|
)
|
|
(98
|
)
|
|
(81
|
)
|
|||
Currency translation
|
13
|
|
|
(5
|
)
|
|
(101
|
)
|
|||
END OF YEAR
|
1,437
|
|
|
1,600
|
|
|
1,773
|
|
Years ended June 30
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
Thereafter
|
|||||||
Purchase obligations
|
$
|
1,068
|
|
|
$
|
268
|
|
|
$
|
164
|
|
|
$
|
92
|
|
|
$
|
72
|
|
|
$
|
321
|
|
Years ended June 30
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
|
Thereafter
|
|||||||||||
Operating leases
|
$
|
288
|
|
|
$
|
273
|
|
|
$
|
236
|
|
|
$
|
216
|
|
|
$
|
188
|
|
|
$
|
743
|
|
•
|
Beauty
: Beauty Care (Antiperspirant and Deodorant, Cosmetics, Personal Cleansing, Skin Care); Hair Care and Color; Prestige (SKII, Fragrances); Salon Professional;
|
•
|
Grooming
: Shave Care (Blades and Razors, Pre- and Post-Shave Products); Appliances;
|
•
|
Health Care
: Personal Health Care (Gastrointestinal, Rapid Diagnostics, Respiratory, Other Personal Health Care, Vitamins/Minerals/Supplements); Oral Care (Toothbrush, Toothpaste, Other Oral Care);
|
•
|
Fabric Care and Home Care
: Fabric Care (Laundry Additives, Fabric Enhancers, Laundry Detergents); Home Care (Air Care, Dish Care, Surface Care); Personal Power (Batteries); Professional;
|
•
|
Baby, Feminine and Family Care
: Baby Care (Baby Wipes, Diapers and Pants); Feminine Care (Feminine Care, Incontinence); Family Care (Paper Towels, Tissues, Toilet Paper).
|
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
|
2014
|
|
$
|
19,507
|
|
|
$
|
3,530
|
|
|
$
|
2,739
|
|
|
$
|
394
|
|
|
$
|
8,576
|
|
|
$
|
502
|
|
|
2013
|
|
19,956
|
|
|
3,215
|
|
|
2,474
|
|
|
375
|
|
|
8,396
|
|
|
541
|
|
||||||
|
2012
|
|
20,318
|
|
|
3,196
|
|
|
2,390
|
|
|
379
|
|
|
8,357
|
|
|
569
|
|
||||||
GROOMING
|
2014
|
|
8,009
|
|
|
2,589
|
|
|
1,954
|
|
|
576
|
|
|
23,767
|
|
|
369
|
|
||||||
|
2013
|
|
8,038
|
|
|
2,458
|
|
|
1,837
|
|
|
603
|
|
|
23,971
|
|
|
378
|
|
||||||
|
2012
|
|
8,339
|
|
|
2,395
|
|
|
1,807
|
|
|
623
|
|
|
24,518
|
|
|
392
|
|
||||||
HEALTH CARE
|
2014
|
|
7,798
|
|
|
1,597
|
|
|
1,083
|
|
|
199
|
|
|
5,879
|
|
|
253
|
|
||||||
|
2013
|
|
7,684
|
|
|
1,582
|
|
|
1,093
|
|
|
191
|
|
|
5,933
|
|
|
248
|
|
||||||
|
2012
|
|
7,235
|
|
|
1,520
|
|
|
1,022
|
|
|
186
|
|
|
5,832
|
|
|
251
|
|
||||||
FABRIC CARE AND HOME CARE
|
2014
|
|
26,060
|
|
|
4,678
|
|
|
3,039
|
|
|
625
|
|
|
11,384
|
|
|
1,154
|
|
||||||
|
2013
|
|
25,862
|
|
|
4,757
|
|
|
3,089
|
|
|
639
|
|
|
11,231
|
|
|
1,064
|
|
||||||
|
2012
|
|
25,580
|
|
|
4,485
|
|
|
2,816
|
|
|
627
|
|
|
10,647
|
|
|
965
|
|
||||||
BABY, FEMININE AND FAMILY CARE
|
2014
|
|
20,950
|
|
|
4,310
|
|
|
2,940
|
|
|
908
|
|
|
10,946
|
|
|
1,317
|
|
||||||
|
2013
|
|
20,479
|
|
|
4,507
|
|
|
3,047
|
|
|
837
|
|
|
10,926
|
|
|
1,560
|
|
||||||
|
2012
|
|
19,714
|
|
|
4,271
|
|
|
2,927
|
|
|
753
|
|
|
9,203
|
|
|
1,495
|
|
||||||
CORPORATE
(1)
|
2014
|
|
738
|
|
|
(1,819
|
)
|
|
(48
|
)
|
|
439
|
|
|
83,714
|
|
|
253
|
|
||||||
|
2013
|
|
562
|
|
|
(1,827
|
)
|
|
(239
|
)
|
|
337
|
|
|
78,806
|
|
|
217
|
|
||||||
|
2012
|
|
820
|
|
|
(3,339
|
)
|
|
(1,812
|
)
|
|
636
|
|
|
73,687
|
|
|
292
|
|
||||||
TOTAL COMPANY
|
2014
|
|
83,062
|
|
|
14,885
|
|
|
11,707
|
|
|
3,141
|
|
|
144,266
|
|
|
3,848
|
|
||||||
|
2013
|
|
82,581
|
|
|
14,692
|
|
|
11,301
|
|
|
2,982
|
|
|
139,263
|
|
|
4,008
|
|
||||||
|
2012
|
|
82,006
|
|
|
12,528
|
|
|
9,150
|
|
|
3,204
|
|
|
132,244
|
|
|
3,964
|
|
(1)
|
The Corporate reportable segment includes depreciation and amortization, total assets and capital expenditures of the Snacks business prior to its divestiture effective May 31, 2012 and of the Pet Care business.
|
|
|
Net Sales
|
|
Earnings from Discontinued Operations
|
|
Income Tax Expense
|
|
Gain on Sale of Discontinued Operations
|
|
Income Tax Benefit/(Expense) on Sale
|
|
Net Earnings from Discontinued Operations
|
||||||||||||
PET CARE
|
2014
|
$
|
1,475
|
|
|
$
|
130
|
|
|
$
|
(52
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
2013
|
1,586
|
|
|
151
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
101
|
|
||||||
|
2012
|
1,674
|
|
|
257
|
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
167
|
|
||||||
SNACKS
|
2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
2013
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
2012
|
1,440
|
|
|
266
|
|
|
(96
|
)
|
|
1,899
|
|
|
(482
|
)
|
|
1,587
|
|
||||||
TOTAL
|
2014
|
1,475
|
|
|
130
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
78
|
|
||||||
|
2013
|
1,586
|
|
|
151
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
101
|
|
||||||
|
2012
|
3,114
|
|
|
523
|
|
|
(186
|
)
|
|
1,899
|
|
|
(482
|
)
|
|
1,754
|
|
|
June 30, 2014
|
||
Inventories
|
$
|
122
|
|
Prepaid expenses and other current assets
|
14
|
|
|
Property, plant and equipment, net
|
441
|
|
|
Goodwill and intangible assets, net
|
2,258
|
|
|
Other noncurrent assets
|
14
|
|
|
Total assets held for sale
|
2,849
|
|
|
|
|
||
Accounts payable
|
63
|
|
|
Accrued and other liabilities
|
13
|
|
|
Noncurrent deferred tax liabilities
|
584
|
|
|
Total liabilities held for sale
|
660
|
|
|
|
|
Quarters Ended
|
|
|
Sept 30
|
|
Dec 31
|
|
Mar 31
|
|
Jun 30
|
|
Total Year
|
||||||||||||
NET SALES
|
2013-2014
|
|
$
|
20,830
|
|
|
$
|
21,897
|
|
|
$
|
20,178
|
|
|
$
|
20,157
|
|
|
$
|
83,062
|
|
||
|
2012-2013
|
|
20,342
|
|
|
21,737
|
|
|
20,205
|
|
|
20,297
|
|
|
82,581
|
|
|||||||
OPERATING INCOME
|
2013-2014
|
|
4,120
|
|
|
4,523
|
|
|
3,405
|
|
|
3,240
|
|
|
15,288
|
|
|||||||
|
2012-2013
|
|
3,889
|
|
|
4,429
|
|
|
3,361
|
|
|
2,651
|
|
(3
|
)
|
14,330
|
|
||||||
GROSS MARGIN
|
2013-2014
|
|
49.2
|
%
|
|
50.3
|
%
|
|
48.6
|
%
|
|
47.2
|
%
|
|
48.9
|
%
|
|||||||
|
2012-2013
|
|
50.3
|
%
|
|
51.2
|
%
|
|
50.0
|
%
|
|
47.9
|
%
|
|
49.9
|
%
|
|||||||
NET EARNINGS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings from continuing operations
|
2013-2014
|
|
$
|
3,039
|
|
|
$
|
3,454
|
|
|
$
|
2,603
|
|
|
$
|
2,611
|
|
|
$
|
11,707
|
|
||
|
2012-2013
|
|
2,812
|
|
|
4,034
|
|
(2
|
)
|
2,562
|
|
|
1,893
|
|
(3
|
)
|
11,301
|
|
|||||
Net earnings from discontinued operations
|
2013-2014
|
|
18
|
|
|
18
|
|
|
33
|
|
|
9
|
|
|
78
|
|
|||||||
|
2012-2013
|
|
41
|
|
|
42
|
|
|
29
|
|
|
(11
|
)
|
|
101
|
|
|||||||
Net earnings attributable to Procter & Gamble
|
2013-2014
|
|
3,027
|
|
|
3,428
|
|
|
2,609
|
|
|
2,579
|
|
|
11,643
|
|
|||||||
|
2012-2013
|
|
2,814
|
|
|
4,057
|
|
(2
|
)
|
2,566
|
|
|
1,875
|
|
(3
|
)
|
11,312
|
|
|||||
DILUTED NET EARNINGS PER COMMON SHARE:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
|
2013-2014
|
|
$
|
1.03
|
|
|
$
|
1.17
|
|
|
$
|
0.89
|
|
|
$
|
0.89
|
|
|
$
|
3.98
|
|
||
|
2012-2013
|
|
0.95
|
|
|
1.38
|
|
|
0.87
|
|
|
0.64
|
|
|
3.83
|
|
|||||||
Earnings from discontinued operations
|
2013-2014
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.03
|
|
|||||||
|
2012-2013
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.03
|
|
|||||||
Net earnings
|
2013-2014
|
|
1.04
|
|
|
1.18
|
|
|
0.90
|
|
|
0.89
|
|
|
4.01
|
|
|||||||
|
2012-2013
|
|
0.96
|
|
|
1.39
|
|
|
0.88
|
|
|
0.64
|
|
|
3.86
|
|
(1)
|
Diluted net earnings per share is calculated on earnings attributable to Procter & Gamble.
|
(2)
|
The Company acquired the balance of its Baby Care and Feminine Care joint venture in Iberia in October 2012 resulting in a non-operating gain of
$623
.
|
(3)
|
During the fourth quarter of fiscal year 2013, the Company recorded before-tax goodwill and indefinite-lived intangible assets impairment charges of $
308
($
290
after-tax). For additional details, see Note 2.
|
Plan Category
|
(a)
Number of securities to be issued upon exercise of outstanding options,
warrants and rights
|
|
(b)
Weighted-average exercise
price of outstanding
options, warrants and
rights
|
|
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
|||||
Equity compensation plans approved by security holders
(1)
|
|
|
|
|
|
|||||
Options
|
280,075,306
|
|
|
|
$59.8321
|
|
|
(2
|
)
|
|
Restricted Stock Units (RSUs) / Performance Stock Units (PSUs)
|
10,678,573
|
|
|
N/A
|
|
|
(2
|
)
|
||
Equity compensation plans not approved by security holders
(3)
|
|
|
|
|
|
|||||
Options
|
11,550,407
|
|
|
57.8818
|
|
|
(4
|
)
|
||
|
|
|
|
|
|
|||||
GRAND TOTAL
|
302,304,286
|
|
|
59.7448
|
|
(5
|
)
|
26,684,466
|
|
(1
|
)
|
|
Includes The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 1993 Non-Employee Directors Stock Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors Stock Plan; The Procter & Gamble 2009 Stock and Incentive Compensation Plan; and The Procter & Gamble 2013 Non-Employee Directors' Stock Plan.
|
(2
|
)
|
|
Of the plans listed in (1), only The Procter & Gamble 2009 Stock and Incentive Compensation Plan and The Procter & Gamble 2013 Non- Employee Directors Stock Plan allow for future grants of securities. The maximum number of shares that may be granted under these plans is 180 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 2.88 shares for each share awarded. Total shares available for future issuance under these plans is 27 million.
|
(3
|
)
|
|
Includes The Procter & Gamble 1992 Stock Plan (Belgian version); 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.
|
Exhibit (3-1) -
|
|
|
Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011) (Incorporated by reference to Exhibit (3-1) of the Company's Form 10-Q for the quarter ended September 30, 2011).
|
|
|
||
(3-2) -
|
|
|
Regulations (as approved by the Board of Directors on December 10, 2013) (Incorporated by reference to Exhibit (3-2) of the Company's Form 10-Q for the quarter ending December 31, 2013).
|
|
|
||
Exhibit (4) -
|
|
|
Registrant agrees to file a copy of documents defining the rights of holders of long-term debt upon request of the Commission.
|
|
|
||
Exhibit (10-1) -
|
|
|
The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended on August 17, 2007), which was originally adopted by shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended March 31, 2013), and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013).*
|
|
|
||
(10-2) -
|
|
|
The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
||
(10-3) -
|
|
|
The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
|
|
(10-4) -
|
|
|
The Procter & Gamble Deferred Compensation Plan for Directors (as amended December 12, 2006), which was originally adopted by the Board of Directors on September 9, 1980 (Incorporated by reference to Exhibit (10-4) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-5) -
|
|
|
The Procter & Gamble 1993 Non-Employee Directors' Stock Plan (as amended September 10, 2002), which was originally adopted by the shareholders at the annual meeting on October 11, 1994 (Incorporated by reference to Exhibit (10-5) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
||
(10-6) -
|
|
|
The Procter & Gamble 1992 Stock Plan (Belgian Version) (as amended December 11, 2001), which was originally adopted by the Board of Directors on February 14, 1997 (Incorporated by reference to Exhibit (10-6) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2013).*
|
|
|
||
(10-7) -
|
|
|
The Procter & Gamble Future Shares Plan (as adjusted for the stock split effective May 21, 2004), which was originally adopted by the Board of Directors on October 14, 1997 (Incorporated by reference to Exhibit (10-7) of the Company's Annual Report on Form 10-K for the year ended June 30, 2010).*
|
|
|
||
(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 (10-2) of the Company’s Form 10-Q for the quarter ended September 30, 2012) and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
|
|
|
|
|
(10-11) -
|
|
|
Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
|
|
|
||
(10-12) -
|
|
|
Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2013).*
|
|
|
|
|
(10-13) -
|
|
|
The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007) (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2012).*
|
|
|
||
(10-14) -
|
|
|
The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-15) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-15) -
|
|
|
The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit (10-16) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012) .*
|
|
|
|
|
(10-16) -
|
|
|
The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-17) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-17) -
|
|
|
The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-18) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-18) -
|
|
|
The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-19) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-19) -
|
|
|
Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-20) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-20) -
|
|
|
The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 (Incorporated by reference to Exhibit (10-21) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
(10-21) -
|
|
|
The Procter & Gamble 2009 Stock and Incentive Compensation Plan which was originally adopted by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2011), and the Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
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(10-22) -
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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).*
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(10-23) -
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The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended March 31, 2012) and related terms and conditions (Incorporated by reference to Exhibit (10-24) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012). *
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(10-24) -
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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).
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Exhibit (12) -
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Computation of Ratio of Earnings to Fixed Charges. +
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Exhibit (21) -
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Subsidiaries of the Registrant. +
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Exhibit (23) -
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Consent of Independent Registered Public Accounting Firm. +
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Exhibit (31) -
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Rule 13a-14(a)/15d-14(a) Certifications. +
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Exhibit (32) -
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Section 1350 Certifications. +
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Exhibit (99-1) -
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Summary of Directors and Officers Insurance Program. +
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101.INS (1)
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XBRL Instance Document
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101.SCH (1)
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XBRL Taxonomy Extension Schema Document
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101.CAL (1)
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF (1)
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XBRL Taxonomy Definition Linkbase Document
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101.LAB (1)
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE (1)
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XBRL Taxonomy Extension Presentation Linkbase Document
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(1
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)
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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.
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*
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Compensatory plan or arrangement
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+
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Filed herewith.
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THE PROCTER & GAMBLE COMPANY
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By
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/s/ A.G. LAFLEY
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(A.G. Lafley)
Chairman of the Board, President and Chief Executive Officer
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August 8, 2014
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Signature
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Title
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Date
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/
S
/ A.G. LAFLEY ___
(A.G. Lafley)
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Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
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August 8, 2014
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/
S
/ JON R. MOELLER
(Jon R. Moeller)
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Chief Financial Officer
(Principal Financial Officer)
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August 8, 2014
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/
S
/ VALARIE L. SHEPPARD
(Valarie L. Sheppard)
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Senior Vice President, Comptroller & Treasurer (Principal Accounting Officer)
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August 8, 2014
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/
S
/ ANGELA F. BRALY
(Angela F. Braly)
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Director
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August 8, 2014
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/
S
/ KENNETH I. CHENAULT
(Kenneth I. Chenault)
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Director
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August 8, 2014
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/
S
/ SCOTT D. COOK__
(Scott D. Cook)
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Director
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August 8, 2014
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/
S
/ SUSAN DESMOND-HELLMANN
(Susan Desmond-Hellmann)
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Director
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August 8, 2014
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/
S
/ TERRY J. LUNDGREN
(Terry J. Lundgren)
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Director
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August 8, 2014
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/
S
/ W. JAMES MCNERNEY, JR.
(W. James McNerney, Jr.)
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Director
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August 8, 2014
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/
S
/ MARGARET C. WHITMAN
(Margaret C. Whitman)
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Director
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August 8, 2014
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/
S
/ MARY AGNES WILDEROTTER
(Mary Agnes Wilderotter)
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Director
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August 8, 2014
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/
S
/ PATRICIA A. WOERTZ
(Patricia A. Woertz)
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Director
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August 8, 2014
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/
S
/ ERNESTO ZEDILLO
(Ernesto Zedillo)
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Director
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August 8, 2014
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Exhibit (3-1) -
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Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011) (Incorporated by reference to Exhibit (3-1) of the Company's Form 10-Q for the quarter ended September 30, 2011).
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(3-2) -
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Regulations (as approved by the Board of Directors on December 10, 2013) (Incorporated by reference to Exhibit (3-2) of the Company's Form 10-Q for the quarter ending December 31, 2013).
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Exhibit (4) -
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Registrant agrees to file a copy of documents defining the rights of holders of long-term debt upon request of the Commission.
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Exhibit (10-1) -
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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, 2008).*
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(10-2) -
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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)*
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(10-3) -
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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)*
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(10-4) -
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The Procter & Gamble Deferred Compensation Plan for Directors (as amended December 12, 2006), which was originally adopted by the Board of Directors on September 9, 1980 (Incorporated by reference to Exhibit (10-4) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
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(10-5) -
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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).*
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(10-6) -
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The Procter & Gamble 1992 Stock Plan (Belgian Version) (as amended December 11, 2001), which was originally adopted by the Board of Directors on February 14, 1997. (Incorporated by reference to Exhibit (10-6) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2013).*
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(10-7) -
|
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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, 2010).*
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||
(10-8) -
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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).*
|
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(10-9) -
|
|
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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).*
|
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|
||
(10-10) -
|
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Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-2) of the Company’s Form 10-Q for the quarter ended September 30, 2012) and related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
|
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|
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(10-11) -
|
|
|
Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
|
|
|
||
(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).*
|
|
|
|
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(10-13) -
|
|
|
The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007) (Incorporated by reference to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended September 30, 2012).*
|
|
|
||
(10-14) -
|
|
|
The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-15) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-15) -
|
|
|
The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit (10-16) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012) .*
|
|
|
|
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(10-16) -
|
|
|
The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-17) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-17) -
|
|
|
The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-18) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-18) -
|
|
|
The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-19) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-19) -
|
|
|
Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-20) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-20) -
|
|
|
The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 (Incorporated by reference to Exhibit (10-21) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
|
|
|
||
(10-21) -
|
|
|
The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2011), and the Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2012).*
|
|
|
||
(10-22) -
|
|
|
The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December 31, 2013).*
|
|
|
|
|
(10-23) -
|
|
|
The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended March 31, 2012) and related terms and conditions (Incorporated by reference to Exhibit (10-24) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012). *
|
|
|
|
|
(10-24) -
|
|
|
The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit 10-3 of the Company's Form 10-Q for the quarter ended December 31, 2013).
|
|
|
|
|
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
|
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