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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 | |
---|---|---|---|---|---|---|---|---|
0.90 | 0.55% | 164.74 | 164.71 | 162.16 | 163.52 | 5,581,695 | 01:00:00 |
FORM 10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Ohio
|
|
1-434
|
|
31-0411980
|
(State of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification Number)
|
One Procter & Gamble Plaza, Cincinnati, Ohio
|
|
45202
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Item 1.
|
Financial Statements
|
|
Three Months Ended September 30
|
||||||
Amounts in millions except per share amounts
|
2016
|
|
2015
|
||||
NET SALES
|
$
|
16,518
|
|
|
$
|
16,527
|
|
Cost of products sold
|
8,102
|
|
|
8,152
|
|
||
Selling, general and administrative expense
|
4,645
|
|
|
4,607
|
|
||
OPERATING INCOME
|
3,771
|
|
|
3,768
|
|
||
Interest expense
|
131
|
|
|
140
|
|
||
Interest income
|
35
|
|
|
44
|
|
||
Other non-operating income/(loss), net
|
63
|
|
|
(18
|
)
|
||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
3,738
|
|
|
3,654
|
|
||
Income taxes on continuing operations
|
863
|
|
|
877
|
|
||
NET EARNINGS FROM CONTINUING OPERATIONS
|
2,875
|
|
|
2,777
|
|
||
NET EARNINGS/(LOSS) FROM DISCONTINUED OPERATIONS
|
(118
|
)
|
|
(142
|
)
|
||
NET EARNINGS
|
2,757
|
|
|
2,635
|
|
||
Less: Net earnings attributable to noncontrolling interests
|
43
|
|
|
34
|
|
||
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
|
$
|
2,714
|
|
|
$
|
2,601
|
|
|
|
|
|
||||
BASIC NET EARNINGS PER COMMON SHARE:
(1)
|
|
|
|
||||
Earnings from continuing operations
|
$
|
1.03
|
|
|
$
|
0.98
|
|
Earnings/(loss) from discontinued operations
|
(0.04
|
)
|
|
(0.05
|
)
|
||
BASIC NET EARNINGS PER COMMON SHARE
|
0.99
|
|
|
0.93
|
|
||
DILUTED NET EARNINGS PER COMMON SHARE:
(1)
|
|
|
|
||||
Earnings from continuing operations
|
$
|
1.00
|
|
|
$
|
0.96
|
|
Earnings/(loss) from discontinued operations
|
(0.04
|
)
|
|
(0.05
|
)
|
||
DILUTED NET EARNINGS PER COMMON SHARE
|
0.96
|
|
|
0.91
|
|
||
DIVIDENDS PER COMMON SHARE
|
$
|
0.670
|
|
|
$
|
0.663
|
|
Diluted weighted average common shares outstanding
|
2,822.9
|
|
|
2,867.5
|
|
(1)
|
Basic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Procter & Gamble.
|
|
Three Months Ended September 30
|
||||||
Amounts in millions
|
2016
|
|
2015
|
||||
NET EARNINGS
|
$
|
2,757
|
|
|
$
|
2,635
|
|
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
|
|
|
||||
Financial statement translation
|
(1
|
)
|
|
(1,023
|
)
|
||
Unrealized gains/(losses) on hedges
|
(115
|
)
|
|
(42
|
)
|
||
Unrealized gains/(losses) on investment securities
|
(13
|
)
|
|
8
|
|
||
Unrealized gains/(losses) on defined benefit retirement plans
|
93
|
|
|
91
|
|
||
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
|
(36
|
)
|
|
(966
|
)
|
||
TOTAL COMPREHENSIVE INCOME/(LOSS)
|
2,721
|
|
|
1,669
|
|
||
Less: Total comprehensive income attributable to noncontrolling interests
|
43
|
|
|
34
|
|
||
TOTAL COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO PROCTER & GAMBLE
|
$
|
2,678
|
|
|
$
|
1,635
|
|
Amounts in millions
|
|
|
|
|
September 30, 2016
|
|
June 30, 2016
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
|
|
|
$
|
7,456
|
|
|
$
|
7,102
|
|
|
Restricted cash
|
|
|
|
|
1,870
|
|
|
—
|
|
|||
Available-for-sale investment securities
|
|
|
|
|
6,615
|
|
|
6,246
|
|
|||
Accounts receivable
|
|
|
|
|
4,713
|
|
|
4,373
|
|
|||
INVENTORIES
|
|
|
|
|
|
|
|
|||||
Materials and supplies
|
|
|
|
|
1,380
|
|
|
1,188
|
|
|||
Work in process
|
|
|
|
|
549
|
|
|
563
|
|
|||
Finished goods
|
|
|
|
|
3,070
|
|
|
2,965
|
|
|||
Total inventories
|
|
|
|
|
4,999
|
|
|
4,716
|
|
|||
Deferred income taxes
|
|
|
|
|
—
|
|
|
1,507
|
|
|||
Prepaid expenses and other current assets
|
|
|
|
|
2,447
|
|
|
2,653
|
|
|||
Current assets held for sale
|
|
|
|
|
7,071
|
|
|
7,185
|
|
|||
TOTAL CURRENT ASSETS
|
|
|
|
|
35,171
|
|
|
33,782
|
|
|||
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
|
|
|
19,310
|
|
|
19,385
|
|
|||
GOODWILL
|
|
|
|
|
44,458
|
|
|
44,350
|
|
|||
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET
|
|
|
|
24,429
|
|
|
24,527
|
|
||||
OTHER NONCURRENT ASSETS
|
|
|
|
|
5,675
|
|
|
5,092
|
|
|||
TOTAL ASSETS
|
|
|
|
|
$
|
129,043
|
|
|
$
|
127,136
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
|
|
|
$
|
9,024
|
|
|
$
|
9,325
|
|
|
Accrued and other liabilities
|
|
|
|
|
8,032
|
|
|
7,449
|
|
|||
Current liabilities held for sale
|
|
|
|
|
3,130
|
|
|
2,343
|
|
|||
Debt due within one year
|
|
|
|
|
12,215
|
|
|
11,653
|
|
|||
TOTAL CURRENT LIABILITIES
|
|
|
|
|
32,401
|
|
|
30,770
|
|
|||
LONG-TERM DEBT
|
|
|
|
|
18,910
|
|
|
18,945
|
|
|||
DEFERRED INCOME TAXES
|
|
|
|
|
8,515
|
|
|
9,113
|
|
|||
OTHER NONCURRENT LIABILITIES
|
|
|
|
|
10,266
|
|
|
10,325
|
|
|||
TOTAL LIABILITIES
|
|
|
|
|
70,092
|
|
|
69,153
|
|
|||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|||||
Preferred stock
|
|
|
|
|
1,029
|
|
|
1,038
|
|
|||
Common stock – shares issued –
|
September 2016
|
|
4,009.2
|
|
|
|
|
|
||||
|
June 2016
|
|
4,009.2
|
|
|
4,009
|
|
|
4,009
|
|
||
Additional paid-in capital
|
|
|
|
|
63,553
|
|
|
63,714
|
|
|||
Reserve for ESOP debt retirement
|
|
|
|
|
(1,271
|
)
|
|
(1,290
|
)
|
|||
Accumulated other comprehensive income/(loss)
|
|
|
|
|
(15,943
|
)
|
|
(15,907
|
)
|
|||
Treasury stock
|
|
|
|
|
(81,970
|
)
|
|
(82,176
|
)
|
|||
Retained earnings
|
|
|
|
|
88,855
|
|
|
87,953
|
|
|||
Noncontrolling interest
|
|
|
|
|
689
|
|
|
642
|
|
|||
TOTAL SHAREHOLDERS’ EQUITY
|
|
|
|
|
58,951
|
|
|
57,983
|
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
$
|
129,043
|
|
|
$
|
127,136
|
|
|
Three Months Ended September 30
|
||||||
Amounts in millions
|
2016
|
|
2015
|
||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
$
|
7,102
|
|
|
$
|
6,836
|
|
OPERATING ACTIVITIES
|
|
|
|
||||
Net earnings
|
2,757
|
|
|
2,635
|
|
||
Depreciation and amortization
|
728
|
|
|
731
|
|
||
Share-based compensation expense
|
44
|
|
|
67
|
|
||
Deferred income taxes
|
(177
|
)
|
|
89
|
|
||
Gain on sale of businesses
|
(75
|
)
|
|
(7
|
)
|
||
Goodwill and intangible asset impairment charges
|
—
|
|
|
402
|
|
||
Changes in:
|
|
|
|
||||
Accounts receivable
|
(424
|
)
|
|
(368
|
)
|
||
Inventories
|
(287
|
)
|
|
(519
|
)
|
||
Accounts payable, accrued and other liabilities
|
298
|
|
|
298
|
|
||
Other operating assets and liabilities
|
135
|
|
|
141
|
|
||
Other
|
26
|
|
|
69
|
|
||
TOTAL OPERATING ACTIVITIES
|
3,025
|
|
|
3,538
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(684
|
)
|
|
(532
|
)
|
||
Proceeds from asset sales
|
183
|
|
|
38
|
|
||
Acquisitions, net of cash acquired
|
(14
|
)
|
|
—
|
|
||
Purchases of short-term investments
|
(631
|
)
|
|
(494
|
)
|
||
Proceeds from sales of short-term investments
|
243
|
|
|
418
|
|
||
Cash transferred to discontinued Beauty Brands business
|
(348
|
)
|
|
—
|
|
||
Restricted cash related to Beauty Brands divestiture
|
(874
|
)
|
|
—
|
|
||
Change in other investments
|
4
|
|
|
24
|
|
||
TOTAL INVESTING ACTIVITIES
|
(2,121
|
)
|
|
(546
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Dividends to shareholders
|
(1,851
|
)
|
|
(1,865
|
)
|
||
Change in short-term debt
|
1,519
|
|
|
450
|
|
||
Additions to long-term debt
|
891
|
|
|
—
|
|
||
Reductions of long-term debt
|
(1,001
|
)
|
|
(537
|
)
|
||
Treasury stock purchases
|
(1,002
|
)
|
|
(502
|
)
|
||
Impact of stock options and other
|
937
|
|
|
483
|
|
||
TOTAL FINANCING ACTIVITIES
|
(507
|
)
|
|
(1,971
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(43
|
)
|
|
(152
|
)
|
||
CHANGE IN CASH AND CASH EQUIVALENTS
|
354
|
|
|
869
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
7,456
|
|
|
$
|
7,705
|
|
|
|
|
Three Months Ended September 30
|
||||||||||
|
|
|
Net Sales
|
|
Earnings/(Loss) from Continuing Operations Before Income Taxes
|
|
Net Earnings/(Loss) from Continuing Operations
|
||||||
Beauty
|
2016
|
|
$
|
2,996
|
|
|
$
|
783
|
|
|
$
|
592
|
|
|
2015
|
|
3,041
|
|
|
822
|
|
|
624
|
|
|||
Grooming
|
2016
|
|
1,658
|
|
|
529
|
|
|
415
|
|
|||
|
2015
|
|
1,674
|
|
|
499
|
|
|
390
|
|
|||
Health Care
|
2016
|
|
1,861
|
|
|
496
|
|
|
320
|
|
|||
|
2015
|
|
1,796
|
|
|
448
|
|
|
318
|
|
|||
Fabric & Home Care
|
2016
|
|
5,302
|
|
|
1,129
|
|
|
728
|
|
|||
|
2015
|
|
5,251
|
|
|
1,120
|
|
|
747
|
|
|||
Baby, Feminine & Family Care
|
2016
|
|
4,595
|
|
|
1,045
|
|
|
697
|
|
|||
|
2015
|
|
4,658
|
|
|
1,111
|
|
|
749
|
|
|||
Corporate
|
2016
|
|
106
|
|
|
(244
|
)
|
|
123
|
|
|||
|
2015
|
|
107
|
|
|
(346
|
)
|
|
(51
|
)
|
|||
Total Company
|
2016
|
|
$
|
16,518
|
|
|
$
|
3,738
|
|
|
$
|
2,875
|
|
|
2015
|
|
16,527
|
|
|
3,654
|
|
|
2,777
|
|
|
Beauty
|
|
Grooming
|
|
Health Care
|
|
Fabric & Home Care
|
|
Baby, Feminine & Family Care
|
|
Total Company
|
||||||||||||
Goodwill at June 30, 2016
|
$
|
12,645
|
|
|
$
|
19,477
|
|
|
$
|
5,840
|
|
|
$
|
1,856
|
|
|
$
|
4,532
|
|
|
$
|
44,350
|
|
Acquisitions and divestitures
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(3
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Translation and other
|
52
|
|
|
39
|
|
|
14
|
|
|
2
|
|
|
14
|
|
|
121
|
|
||||||
Goodwill at September 30, 2016
|
$
|
12,697
|
|
|
$
|
19,516
|
|
|
$
|
5,844
|
|
|
$
|
1,855
|
|
|
$
|
4,546
|
|
|
$
|
44,458
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||
Intangible assets with determinable lives
|
$
|
7,637
|
|
|
$
|
(4,890
|
)
|
Intangible assets with indefinite lives
|
21,682
|
|
|
—
|
|
||
Total identifiable intangible assets
|
$
|
29,319
|
|
|
$
|
(4,890
|
)
|
|
Three Months Ended September 30, 2016
|
|
Three Months Ended September 30, 2015
|
||||||||||||||||
CONSOLIDATED AMOUNTS
|
Continuing Operations
|
Discontinued Operations
|
Total
|
|
Continuing Operations
|
Discontinued Operations
|
Total
|
||||||||||||
Net earnings/(loss)
|
$
|
2,875
|
|
$
|
(118
|
)
|
$
|
2,757
|
|
|
$
|
2,777
|
|
$
|
(142
|
)
|
$
|
2,635
|
|
Net earnings attributable to noncontrolling interests
|
(43
|
)
|
—
|
|
(43
|
)
|
|
(34
|
)
|
—
|
|
(34
|
)
|
||||||
Net earnings/(loss) attributable to P&G (Diluted)
|
2,832
|
|
(118
|
)
|
2,714
|
|
|
2,743
|
|
(142
|
)
|
2,601
|
|
||||||
Preferred dividends, net of tax benefit
|
(63
|
)
|
—
|
|
(63
|
)
|
|
(65
|
)
|
—
|
|
(65
|
)
|
||||||
Net earnings/(loss) attributable to P&G available to common shareholders (Basic)
|
$
|
2,769
|
|
$
|
(118
|
)
|
$
|
2,651
|
|
|
$
|
2,678
|
|
$
|
(142
|
)
|
$
|
2,536
|
|
|
|
|
|
|
|
|
|
||||||||||||
SHARES IN MILLIONS
|
|
|
|
|
|
|
|
||||||||||||
Basic weighted average common shares outstanding
|
2,674.7
|
|
2,674.7
|
|
2,674.7
|
|
|
2,720.1
|
|
2,720.1
|
|
2,720.1
|
|
||||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
||||||||||||
Conversion of preferred shares
(1)
|
101.0
|
|
101.0
|
|
101.0
|
|
|
105.7
|
|
105.7
|
|
105.7
|
|
||||||
Exercise of stock options and other unvested equity awards
(2)
|
47.2
|
|
47.2
|
|
47.2
|
|
|
41.7
|
|
41.7
|
|
41.7
|
|
||||||
Diluted weighted average common shares outstanding
|
2,822.9
|
|
2,822.9
|
|
2,822.9
|
|
|
2,867.5
|
|
2,867.5
|
|
2,867.5
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
PER SHARE AMOUNTS
(3)
|
|
|
|
|
|
|
|
||||||||||||
Basic net earnings/(loss) per common share
|
$
|
1.03
|
|
$
|
(0.04
|
)
|
$
|
0.99
|
|
|
$
|
0.98
|
|
$
|
(0.05
|
)
|
$
|
0.93
|
|
Diluted net earnings/(loss) per common share
|
$
|
1.00
|
|
$
|
(0.04
|
)
|
$
|
0.96
|
|
|
$
|
0.96
|
|
$
|
(0.05
|
)
|
$
|
0.91
|
|
(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)
|
Outstanding stock options of approximately
26 million
and
69 million
for the
three
months ended
September 30, 2016
and
2015
, respectively, 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.
|
|
Three Months Ended September 30
|
||||||
|
2016
|
|
2015
|
||||
Share-based compensation expense
|
$
|
44
|
|
|
$
|
66
|
|
Net periodic benefit cost for pension benefits
(1)
|
96
|
|
|
86
|
|
||
Net periodic benefit cost/(credit) for other retiree benefits
(1)
|
(19
|
)
|
|
(24
|
)
|
(1)
|
The components of the total net periodic benefit cost for both pension benefits and other retiree benefits for those interim periods, on an annualized basis, do not differ materially from the amounts disclosed in the Annual Report on Form 10-K for the fiscal year ended
June 30, 2016
.
|
|
Fair Value Asset
|
||||||
|
September 30, 2016
|
|
June 30, 2016
|
||||
Investments
|
|
|
|
||||
U.S. government securities
|
$
|
4,826
|
|
|
$
|
4,839
|
|
Corporate bond securities
|
1,789
|
|
|
1,407
|
|
||
Other investments
|
29
|
|
|
28
|
|
||
Total
|
$
|
6,644
|
|
|
$
|
6,274
|
|
|
Notional Amount
|
|
Fair Value Asset/(Liability)
|
||||||||||||
|
September 30, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
June 30, 2016
|
||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
798
|
|
|
$
|
798
|
|
|
$
|
18
|
|
|
$
|
31
|
|
Derivatives in Fair Value Hedging Relationships
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
5,013
|
|
|
$
|
4,993
|
|
|
$
|
343
|
|
|
$
|
371
|
|
Derivatives in Net Investment Hedging Relationships
|
|
|
|
|
|
|
|
||||||||
Net investment hedges
|
$
|
3,013
|
|
|
$
|
3,013
|
|
|
$
|
(121
|
)
|
|
$
|
(87
|
)
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
4,641
|
|
|
$
|
6,482
|
|
|
$
|
(20
|
)
|
|
$
|
(10
|
)
|
|
Amount of Gain/(Loss) Reclassified from AOCI into Earnings
|
||||||
|
Three Months Ended September 30
|
||||||
|
2016
|
|
2015
|
||||
Derivatives in Cash Flow Hedging Relationships
(1)
|
|
|
|
||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
2
|
|
Foreign currency contracts
|
(8
|
)
|
|
(9
|
)
|
||
Total
|
$
|
(8
|
)
|
|
$
|
(7
|
)
|
|
|
|
|
||||
|
Amount of Gain/(Loss) Recognized in Earnings
|
||||||
|
Three Months Ended September 30
|
||||||
|
2016
|
|
2015
|
||||
Derivatives in Fair Value Hedging Relationships
(2)
|
|
|
|
||||
Interest rate contracts
|
$
|
(28
|
)
|
|
$
|
89
|
|
Debt
|
28
|
|
|
(89
|
)
|
||
Total
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives in Net Investment Hedging Relationships
(2)
|
|
|
|
||||
Net investment hedges
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives Not Designated as Hedging Instruments
(3)
|
|
|
|
||||
Foreign currency contracts
|
$
|
(8
|
)
|
|
$
|
(62
|
)
|
(1)
|
The gain or loss on the effective portion of cash flow hedging relationships is reclassified from AOCI into net income in the same period during which the related item affects earnings. Such amounts are included in the Consolidated Statements of Earnings as follows: interest rate contracts in Interest expense and foreign currency contracts in Selling, general and administrative expense (SG&A) and Interest expense.
|
(2)
|
The gain or loss on the ineffective portion of interest rate contracts and net investment hedges, if any, is included in the Consolidated Statements of Earnings in Interest expense.
|
(3)
|
The gain or loss on foreign currency contracts not designated as hedging instruments is included in the Consolidated Statements of Earnings in SG&A. This gain or loss substantially offsets the foreign currency mark-to-market impact of the related exposure.
|
|
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
|
||||||||||||||||||
|
Hedges
|
|
Investment Securities
|
|
Pension and Other Retiree Benefits
|
|
Financial Statement Translation
|
|
Total
|
||||||||||
Balance at June 30, 2016
|
$
|
(2,641
|
)
|
|
$
|
34
|
|
|
$
|
(5,798
|
)
|
|
$
|
(7,502
|
)
|
|
$
|
(15,907
|
)
|
OCI before reclassifications
(1)
|
(123
|
)
|
|
(10
|
)
|
|
1
|
|
|
(1
|
)
|
|
(133
|
)
|
|||||
Amounts reclassified from AOCI
(2) (3)
|
8
|
|
|
(3
|
)
|
|
92
|
|
|
—
|
|
|
97
|
|
|||||
Net current period OCI
|
(115
|
)
|
|
(13
|
)
|
|
93
|
|
|
(1
|
)
|
|
(36
|
)
|
|||||
Balance at September 30, 2016
|
$
|
(2,756
|
)
|
|
$
|
21
|
|
|
$
|
(5,705
|
)
|
|
$
|
(7,503
|
)
|
|
$
|
(15,943
|
)
|
(1)
|
Net of tax expense/(benefit) of
$(68)
,
$(4)
and
$9
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively.
|
(2)
|
Net of tax expense/(benefit) of
$0
,
$0
and
$35
for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively.
|
(3)
|
See Note 7 for classification of gains and losses from hedges in the Consolidated Statements of Earnings. Gains and losses on investment securities are reclassified from AOCI into Other non-operating income/(loss), net. Gains and losses on pension and other retiree benefits are reclassified from AOCI into Cost of products sold and SG&A and are included in the computation of net periodic pension costs.
|
|
|
|
Three Months Ended September 30, 2016
|
|
|
||||||||||||||
|
Accrual Balance June 30, 2016
|
|
Charges
|
|
Cash Spent
|
|
Charges Against Assets
|
|
Accrual Balance September 30, 2016
|
||||||||||
Separations
|
$
|
243
|
|
|
$
|
47
|
|
|
$
|
(41
|
)
|
|
$
|
—
|
|
|
$
|
249
|
|
Asset-related costs
|
—
|
|
|
105
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|||||
Other costs
|
72
|
|
|
16
|
|
|
(30
|
)
|
|
—
|
|
|
58
|
|
|||||
Total
|
$
|
315
|
|
|
$
|
168
|
|
|
$
|
(71
|
)
|
|
$
|
(105
|
)
|
|
$
|
307
|
|
|
Three Months Ended September 30, 2016
|
||
Beauty
|
$
|
19
|
|
Grooming
|
5
|
|
|
Health Care
|
4
|
|
|
Fabric & Home Care
|
27
|
|
|
Baby, Feminine & Family Care
|
54
|
|
|
Corporate
(1)
|
59
|
|
|
Total Company
|
$
|
168
|
|
(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 Beauty Brands businesses.
|
|
Three Months Ended September 30
|
||||||
|
2016
|
|
2015
|
||||
Beauty Brands
|
$
|
(118
|
)
|
|
$
|
150
|
|
Batteries
|
—
|
|
|
(292
|
)
|
||
Net earnings/(loss) from discontinued operations
|
$
|
(118
|
)
|
|
$
|
(142
|
)
|
|
Beauty Brands
|
||||||
|
Three Months Ended September 30
|
||||||
|
2016
|
|
2015
|
||||
Net sales
|
$
|
1,159
|
|
|
$
|
1,219
|
|
Cost of products sold
|
450
|
|
|
385
|
|
||
Selling, general and administrative expense
|
783
|
|
|
647
|
|
||
Interest expense
|
14
|
|
|
—
|
|
||
Other non-operating income/(loss), net
|
16
|
|
|
1
|
|
||
Earnings/(loss) from discontinued operations before income taxes
|
$
|
(72
|
)
|
|
$
|
188
|
|
Income taxes on discontinued operations
|
46
|
|
|
38
|
|
||
Net earnings/(loss) from discontinued operations
|
$
|
(118
|
)
|
|
$
|
150
|
|
|
Beauty Brands
|
||||||
|
Three Months Ended September 30
|
||||||
|
2016
|
|
2015
|
||||
NON-CASH OPERATING ITEMS
|
|
|
|
||||
Depreciation and amortization
|
$
|
24
|
|
|
$
|
28
|
|
Gain on sale of business
|
13
|
|
|
—
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
$
|
38
|
|
|
$
|
18
|
|
|
Beauty Brands
|
||||||
|
September 30, 2016
|
|
June 30, 2016
|
||||
Cash
|
$
|
387
|
|
|
$
|
40
|
|
Restricted cash
|
—
|
|
|
996
|
|
||
Accounts receivable
|
475
|
|
|
384
|
|
||
Inventories
|
500
|
|
|
494
|
|
||
Prepaid expenses and other current assets
|
178
|
|
|
126
|
|
||
Property, plant and equipment, net
|
627
|
|
|
629
|
|
||
Goodwill and intangible assets, net
|
4,426
|
|
|
4,411
|
|
||
Other noncurrent assets
|
478
|
|
|
105
|
|
||
Current assets held for sale
|
$
|
7,071
|
|
|
$
|
7,185
|
|
|
|
|
|
||||
Accounts payable
|
$
|
171
|
|
|
$
|
148
|
|
Accrued and other liabilities
|
342
|
|
|
384
|
|
||
Noncurrent deferred tax liabilities
|
337
|
|
|
370
|
|
||
Long-term debt
|
1,887
|
|
|
996
|
|
||
Other noncurrent liabilities
|
393
|
|
|
445
|
|
||
Current liabilities held for sale
|
$
|
3,130
|
|
|
$
|
2,343
|
|
|
Batteries
|
||
|
Three Months Ended September 30, 2015
|
||
Net sales
|
$
|
506
|
|
Earnings before impairment charges and income taxes
|
93
|
|
|
Impairment charges
|
(402
|
)
|
|
Income tax (expense)/benefit
|
17
|
|
|
Net earnings/(loss) from discontinued operations
|
$
|
(292
|
)
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Overview
|
•
|
Summary of Results –
Three
Months Ended
September 30, 2016
|
•
|
Economic Conditions and Uncertainties
|
•
|
Results of Operations –
Three
Months Ended
September 30, 2016
|
•
|
Business Segment Discussion –
Three
Months Ended
September 30, 2016
|
•
|
Liquidity and Capital Resources
|
•
|
Reconciliation of Measures Not Defined by U.S. GAAP
|
Reportable Segments
|
Product Categories (Sub-Categories)
|
Major Brands
|
Beauty
|
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
|
Grooming
(1)
(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
|
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
|
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
|
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)
|
The Grooming product category is comprised of the Shave Care and Appliances Global Business Units.
|
|
Three Months Ended September 30, 2016
|
||
|
Net Sales
|
|
Net Earnings
|
Beauty
|
18%
|
|
22%
|
Grooming
|
10%
|
|
15%
|
Health Care
|
12%
|
|
12%
|
Fabric & Home Care
|
32%
|
|
26%
|
Baby, Feminine & Family Care
|
28%
|
|
25%
|
Total Company
|
100%
|
|
100%
|
•
|
Net sales were unchanged versus the previous year at $16.5 billion. Organic sales, which exclude the impacts of acquisitions and divestitures and foreign exchange, increased 3%. Organic sales increased 3% in Beauty and in Grooming, 7% in Health Care, 4% in Fabric & Home Care and 2% in Baby, Feminine & Family Care.
|
•
|
Unit volume increased 2% with organic volume up 3%. Volume increased mid-single digits in Health Care and low single digits in Fabric & Home Care and in Baby, Feminine & Family Care. Volume was unchanged in Grooming and decreased low single digits in Beauty. Excluding the impacts of minor brand divestitures, organic volume increased low single digits in both Beauty and Grooming.
|
•
|
Net earnings from continuing operations were
$2.9 billion
, an increase of
$98 million
, or
4%
versus the prior year period. This increase was driven by an increase in other non-operating income due to minor brand divestitures and a lower effective tax rate.
|
•
|
Diluted net earnings per share from continuing operations increased
4%
to
$1.00
.
|
•
|
Net earnings attributable to Procter & Gamble were
$2.7 billion
, an increase of
$113 million
, or
4%
versus the prior year period, driven by the increase in net earnings from continuing operations.
|
•
|
Core net earnings per share, which excludes discontinued operations and incremental restructuring charges, increased 5% to $1.03.
|
•
|
Operating cash flow was
$3.0 billion
. Free cash flow, which is operating cash flow less capital expenditures, was
$2.3 billion
. Free cash flow productivity, which is the ratio of free cash flow to net earnings, was
85%
.
|
|
Three Months Ended September 30
|
|||||||||
Amounts in millions, except per share amounts
|
2016
|
|
2015
|
|
% Chg
|
|||||
Net sales
|
$
|
16,518
|
|
|
$
|
16,527
|
|
|
—
|
%
|
Operating income
|
3,771
|
|
|
3,768
|
|
|
—
|
%
|
||
Net earnings from continuing operations
|
2,875
|
|
|
2,777
|
|
|
4
|
%
|
||
Net earnings/(loss) from discontinued operations
|
(118
|
)
|
|
(142
|
)
|
|
N/A
|
|
||
Net earnings attributable to Procter & Gamble
|
2,714
|
|
|
2,601
|
|
|
4
|
%
|
||
Diluted net earnings per common share
|
0.96
|
|
|
0.91
|
|
|
5
|
%
|
||
Diluted net earnings per share from continuing operations
|
1.00
|
|
|
0.96
|
|
|
4
|
%
|
||
Core net earnings per common share
|
1.03
|
|
|
0.98
|
|
|
5
|
%
|
||
|
||||||||||
|
Three Months Ended September 30
|
|||||||||
COMPARISONS AS A % OF NET SALES
|
2016
|
|
2015
|
|
Basis Pt Chg
|
|||||
Gross profit
|
51.0%
|
|
50.7%
|
|
30
|
|||||
Selling, general & administrative expense
|
28.1%
|
|
27.9%
|
|
20
|
|||||
Operating income
|
22.8%
|
|
22.8%
|
|
—
|
|||||
Earnings from continuing operations before income taxes
|
22.6%
|
|
22.1%
|
|
50
|
|||||
Net earnings from continuing operations
|
17.4%
|
|
16.8%
|
|
60
|
|||||
Net earnings attributable to Procter & Gamble
|
16.4%
|
|
15.7%
|
|
70
|
|
Net Sales Change Drivers 2016 vs. 2015 (Three Months Ended September 30)*
|
||||||||||||
|
Volume with Acquisitions & Divestitures
|
|
Volume Excluding Acquisitions & Divestitures
|
|
Foreign Exchange
|
|
Price
|
|
Mix
|
|
Other**
|
|
Net Sales Growth
|
Beauty
|
(2)%
|
|
2%
|
|
(2)%
|
|
1%
|
|
1%
|
|
1%
|
|
(1)%
|
Grooming
|
—%
|
|
3%
|
|
(3)%
|
|
1%
|
|
—%
|
|
1%
|
|
(1)%
|
Health Care
|
5%
|
|
5%
|
|
(3)%
|
|
1%
|
|
1%
|
|
—%
|
|
4%
|
Fabric & Home Care
|
2%
|
|
4%
|
|
(2)%
|
|
(1)%
|
|
1%
|
|
1%
|
|
1%
|
Baby, Feminine & Family Care
|
3%
|
|
4%
|
|
(3)%
|
|
(1)%
|
|
(1)%
|
|
1%
|
|
(1)%
|
Total Company
|
2%
|
|
3%
|
|
(3)%
|
|
—%
|
|
—%
|
|
1%
|
|
—%
|
|
Three Months Ended September 30, 2016
|
|||||||||||||||||||
|
Net Sales
|
|
% Change Versus Year Ago
|
|
Earnings/(Loss) from Continuing Operations Before Income Taxes
|
|
% Change Versus Year Ago
|
|
Net Earnings/(Loss) from Continuing Operations
|
|
% Change Versus Year Ago
|
|||||||||
Beauty
|
$
|
2,996
|
|
|
(1
|
)%
|
|
$
|
783
|
|
|
(5
|
)%
|
|
$
|
592
|
|
|
(5
|
)%
|
Grooming
|
1,658
|
|
|
(1
|
)%
|
|
529
|
|
|
6
|
%
|
|
415
|
|
|
6
|
%
|
|||
Health Care
|
1,861
|
|
|
4
|
%
|
|
496
|
|
|
11
|
%
|
|
320
|
|
|
1
|
%
|
|||
Fabric & Home Care
|
5,302
|
|
|
1
|
%
|
|
1,129
|
|
|
1
|
%
|
|
728
|
|
|
(3
|
)%
|
|||
Baby, Feminine & Family Care
|
4,595
|
|
|
(1
|
)%
|
|
1,045
|
|
|
(6
|
)%
|
|
697
|
|
|
(7
|
)%
|
|||
Corporate
|
106
|
|
|
(1
|
)%
|
|
(244
|
)
|
|
N/A
|
|
|
123
|
|
|
N/A
|
|
|||
Total Company
|
$
|
16,518
|
|
|
—
|
%
|
|
$
|
3,738
|
|
|
2
|
%
|
|
$
|
2,875
|
|
|
4
|
%
|
•
|
Volume in Hair Care was down low single digits due to minor brand divestitures. Organic volume increased low single digits. Developed markets declined low single digits due to competitive activity and developing markets declined low single digits due to minor brand divestitures. Organic volume increased low single digits in developing markets behind market growth and increased marketing. Global market share of the Hair Care category decreased nearly a point.
|
•
|
Volume in Skin and Personal Care increased low single digits. Volume increased low single digits in developed regions due to product innovation and increased promotional activity. Volume decreased low single digits in developing regions due to minor brand divestitures, with organic volume up low single digits behind innovation and increased marketing. Global market share of the Skin and Personal Care category decreased half a point.
|
•
|
Shave Care volume was unchanged in both developed and developing regions as increased marketing support and product innovation were largely offset by competitive activity. Organic volume increased mid-single digits in developing regions. Global market share of the blades and razors category increased slightly.
|
•
|
Volume in Appliances increased low single digits. Volume was up mid-single digits in developed regions and low single digits in developing regions due to product innovation and market growth. Global market share of the Appliances category decreased a point.
|
•
|
Oral Care volume increased mid-single digits in developed regions and low single digits in developing regions driven by market growth and product innovation. Global market share of the Oral Care category decreased slightly.
|
•
|
Volume in Personal Health Care increased high single digits with low single-digit growth in developed regions and double-digit growth in developing regions behind market growth, product innovation and expanded distribution. Global market share of the Personal Health Care category decreased nearly half a point.
|
•
|
Fabric Care volume increased low single digits as a mid-single-digit increase in developed markets due to innovation and increased marketing spending were 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 mid-single-digit increase in developed markets due to product innovation, partially offset by a low single-digit decrease in developing regions due to minor brand divestitures. Organic volume in developing regions increased low single digits due to product innovation. Global market share of the Home Care category was up slightly.
|
•
|
Volume in Baby Care increased low single digits caused by a high single-digit increase in developing regions due to market growth and decreased pricing. Volume decreased low single digits in developed regions due to competitive activity. Global market share of the Baby Care category decreased less than half a point.
|
•
|
Volume in Feminine Care increased low single digits due to a mid-single-digit increase in developed regions and a low single-digit increase in developing regions, both due to product innovation and market growth. Global market share of the Feminine Care category decreased nearly half a point.
|
•
|
Volume in Family Care, which is predominantly a North American business, increased mid-single digits driven by market growth, product innovation and increased merchandising. In the U.S., all-outlet share of the Family Care category was up less than half a point.
|
Three Months Ended September 30, 2016
|
Net Sales Growth
|
|
Foreign Exchange Impact
|
|
Acquisition/Divestiture Impact*
|
|
Organic Sales Growth
|
Beauty
|
(1)%
|
|
2%
|
|
2%
|
|
3%
|
Grooming
|
(1)%
|
|
3%
|
|
1%
|
|
3%
|
Health Care
|
4%
|
|
3%
|
|
—%
|
|
7%
|
Fabric & Home Care
|
1%
|
|
2%
|
|
1%
|
|
4%
|
Baby, Feminine & Family Care
|
(1)%
|
|
3%
|
|
—%
|
|
2%
|
Total Company
|
—%
|
|
3%
|
|
—%
|
|
3%
|
Fiscal Year-to-Date, September 30, 2016
|
||||||||
Operating Cash Flow
|
|
Capital Spending
|
|
Free Cash Flow
|
|
Net Earnings
|
|
Free Cash Flow Productivity
|
$3,025
|
|
$(684)
|
|
$2,341
|
|
$2,757
|
|
85%
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures |
||||||||||||||
Three Months Ended September 30, 2016
|
||||||||||||||
|
AS REPORTED (GAAP)
|
|
DISCONTINUED OPERATIONS
|
|
INCREMENTAL RESTRUCTURING
|
|
ROUNDING
|
|
NON-GAAP (CORE)
|
|||||
COST OF PRODUCTS SOLD
|
8,102
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
7,991
|
|
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE
|
4,645
|
|
|
—
|
|
|
23
|
|
|
(1
|
)
|
|
4,667
|
|
OPERATING INCOME
|
3,771
|
|
|
—
|
|
|
88
|
|
|
1
|
|
|
3,860
|
|
INCOME TAX ON CONTINUING OPERATIONS
|
863
|
|
|
—
|
|
|
15
|
|
|
1
|
|
|
879
|
|
NET EARNINGS ATTRIBUTABLE TO P&G
|
2,714
|
|
|
118
|
|
|
73
|
|
|
—
|
|
|
2,905
|
|
|
|
|
|
|
|
|
|
|
Core EPS:
|
|||||
DILUTED NET EARNINGS PER COMMON SHARE*
|
0.96
|
|
|
0.04
|
|
|
0.03
|
|
|
—
|
|
|
1.03
|
|
CHANGE VERSUS YEAR AGO
|
|
|
|
CORE EPS
|
5
|
%
|
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures |
||||||||||||||
Three Months Ended September 30, 2015
|
||||||||||||||
|
AS REPORTED (GAAP)
|
|
DISCONTINUED OPERATIONS
|
|
INCREMENTAL RESTRUCTURING
|
|
ROUNDING
|
|
NON-GAAP (CORE)
|
|||||
COST OF PRODUCTS SOLD
|
8,152
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
8,080
|
|
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE
|
4,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,607
|
|
OPERATING INCOME
|
3,768
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
3,840
|
|
INCOME TAX ON CONTINUING OPERATIONS
|
877
|
|
|
—
|
|
|
14
|
|
|
1
|
|
|
892
|
|
NET EARNINGS ATTRIBUTABLE TO P&G
|
2,601
|
|
|
142
|
|
|
58
|
|
|
(1
|
)
|
|
2,800
|
|
|
|
|
|
|
|
|
|
|
Core EPS:
|
|||||
DILUTED NET EARNINGS PER COMMON SHARE*
|
0.91
|
|
|
0.05
|
|
|
0.02
|
|
|
—
|
|
|
0.98
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
(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 ($ in billions)
|
|||
7/01/2016 - 7/31/2016
|
8,766,524
|
|
|
$85.51
|
|
|
5,846,912
|
|
|
(3)
|
8/01/2016 - 8/31/2016
|
5,774,731
|
|
|
$86.58
|
|
|
5,774,731
|
|
|
(3)
|
9/01/2016 - 9/30/2016
|
—
|
|
|
—
|
|
|
—
|
|
|
(3)
|
Total
|
14,541,255
|
|
|
$85.94
|
|
11,621,643
|
|
|
|
(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 for open market transactions is calculated on a settlement basis and excludes commission.
|
(3)
|
On August 2, 2016, the Company stated that in fiscal year 2017 the Company expects to reduce outstanding shares at a value of approximately $15 billion, through a combination of direct share repurchase and shares that will be exchanged in the Beauty Brands transaction, notwithstanding any purchases under the Company's compensation and benefit plans. Purchases may be made in the open market and/or private transactions and purchases may be increased, decreased or discontinued at any time without prior notice. The share repurchases are authorized pursuant to a resolution issued by the Company's Board of Directors and are expected to be financed by a combination of operating cash flows and issuance of long-term and short-term debt.
|
Item 6.
|
Exhibits
|
*
|
|
Compensatory plan or arrangement
|
|
|
|
**
|
|
Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of all omitted schedules and attachments.
|
+
|
|
Filed herewith
|
(1
|
)
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
|
|
|
|
|
|
|
THE PROCTER & GAMBLE COMPANY
|
|
|
|
|
|
October 25, 2016
|
|
|
|
/s/ VALARIE L. SHEPPARD
|
Date
|
|
|
|
(Valarie L. Sheppard)
|
|
|
|
|
Senior Vice President, Comptroller and Treasurer
|
**
|
|
Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of all omitted schedules and attachments.
|
+
|
|
Filed herewith
|
(1
|
)
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
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