Proctor and Gamble 2012 Annual Report Download

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2012 Annual
Report

Table of contents

  • Page 1
    2012 Annual Report

  • Page 2
    ... Leadership Brands Form 10-K Index Form 10-K Reconciliation of Non-GAAP Financial Measures Global Leadership Council Board of Directors Recognition Company & Shareholder Information 1 7 13 14 85 86 86 87 88 FINANCIAL HIGHLIGHTS (unaudited) Amounts in millions, except per share amounts 2012 2011...

  • Page 3
    ... of the Board, President and Chief Executive Officer Dear Shareholders: P&G is the world's largest and most profitable consumer packaged goods company, with nearly $84 billion in sales and more than $10 billion in net earnings. We have built a portfolio of 25 billion-dollar brands - each of...

  • Page 4
    ...visuals; and we price our products at a point where consumers experience superior overall value. All of this drives leadership market share, higher sales and lower costs, which enable us to reinvest in our business and win on a sustained basis. This model is simple and clear - and when we execute it...

  • Page 5
    ... by consumer value issues on key brands in several large categories due to a combination of price increases taken to recover higher commodity costs, which our competitors did not take, and increased promotional activity by competitors. Developed markets represent about 60% of our sales and 70% of...

  • Page 6
    ...scal year, we returned $10 billion of cash to shareholders through $6 billion of dividends and $4 billion of share repurchase. more than of the unit dose laundry segment 2/3 We paid a dividend for the 122nd consecutive year, making P&G one of only nine publicly traded companies headquartered in...

  • Page 7
    ... 10 these productivity plans will help P&G finance top-line growth, ensure our consumer value propositions are superior, overcome macro headwinds and deliver better bottom-line growth. *Based on projected revenue and costs growing at a 5% annual rate through 201 . The Procter & Gamble Company 5

  • Page 8
    ... superior, to overcome macro headwinds, and to deliver better bottom-line growth. This drives leadership market shares, higher sales and lower costs, enabling us to reinvest in our business. The model is simple and clear - and when we execute it consistently, we win. 6 The Procter & Gamble Company

  • Page 9
    Leadership Brands Brands with strong equities in the minds of consumers. Brands that retailers want in their stores. Brands that are platforms for innovation.

  • Page 10

  • Page 11

  • Page 12
    P&G's 50 Leadership Brands are some of the world's most well-known household names. 50 These 50 brands represent 90% of P&G sales and more than 90% of our profits. 90% 25 of these 50 brands are our Billion-Dollar Brands, each generating more than $1 billion in annual sales. 25

  • Page 13
    ... sales growth relative to competition, operating earnings growth, EPS growth and free cash ï¬,ow productivity - all of which drive total shareholder return. 1 37 P&G has been innovating to improve consumers' lives 175 Years of Growth P&G IS CELEBRATING A MILESTONE in 2012 that very few companies...

  • Page 14
    ... my greatest sources of confidence in our Company's future. (one of only nine companies to do this) Robert A. McDonald Chairman of the Board, President and Chief Executive Officer *Excludes $20 billion of share repurchase associated with the Gillette acquisition. 12 The Procter & Gamble Company

  • Page 15
    ... and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Management's Reports and Auditor's Reports Consolidated Statements of Earnings Consolidated Balance Sheets Consolidated Statements of Shareholders' Equity Consolidated Statements of Cash Flows Notes...

  • Page 16
    14 The Procter & Gamble Company UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2012 [] OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15...

  • Page 17
    ... & Gamble Company, Shareholder Services Department, P.O. Box 5572, Cincinnati, Ohio 45201-5572. Financial Information about Segments As of June 30, 2012, the Company is organized into two Global Business Units (GBUs): Beauty and Grooming and Household Care. We have five reportable segments under...

  • Page 18
    ... of total Company employees excluding interns, coops and employees of joint ventures. Historical numbers include employees of discontinued operations. Total Number of Employees 2012 2011 2010 2009 2008 2007 126,000 129,000 127,000 132,000 135,000 135,000 Financial Information about Foreign and...

  • Page 19
    ... successfully respond to competitive factors, including pricing, promotional incentives and trade terms. In addition, the emergence of new sales channels, such as sales made through the Internet directly to consumers, may affect customer and consumer preferences, as well as market dynamics. Failure...

  • Page 20
    ... 5 to our Consolidated Financial Statements. We face risks related to changes in the global and political economic environment, including the global capital and credit markets. Our business is impacted by global economic conditions, which have recently been volatile. Our products are sold in more...

  • Page 21
    ...taxed in the United States, provided those earnings are indefinitely reinvested outside the United States. If these or other tax regulations should change, our financial results could be impacted. In addition, our ability to manage regulatory, environmental, tax and legal matters (including product...

  • Page 22
    ...; 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...

  • Page 23
    ... Officer Vice Chairman-Global Operations Vice Chairman-Global Business Units Chief Technology Officer Global Customer Business Development Officer Chief Legal Officer and Secretary Global Human Resources Officer Group President-Global Business Services and Chief Information Officer Global Brand...

  • Page 24
    ...purchased under the share repurchase plan was $4.0 billion. The share repurchase plan expired on June 30, 2012. Additional information required by this item can be found in Part III, Item 12 of this Form 10-K. Shareholder Return Performance Graphs Market and Dividend Information P&G has been paying...

  • Page 25
    ...the 5-year period ending June 30, 2012, against the cumulative total return of the S&P 500 Stock Index (broad market comparison) and the S&P 500 Consumer Staples Index (line of business comparison). The graph and table assume $100 was invested on June 30, 2007, and that all dividends were reinvested...

  • Page 26
    ... Financial Statements, Summary of Significant Accounting Policies and Note 11 of our Consolidated Financial Statements, Segment Information. Financial Summary (Unaudited) Amounts in millions, except per share amounts 2012 2011 2010 2009 2008 2007 Net Sales Gross Profit Operating Income Net Earnings...

  • Page 27
    ... Policies and Estimates Other Information of financial measures that are not defined under accounting principles generally accepted in the United States of America (U.S. GAAP), including organic sales growth, core earnings per share (Core EPS), free cash flow and free cash flow productivity...

  • Page 28
    ...; Health Care; Fabric Care and Home Care; and Baby Care and Family Care. The GBUs are responsible for developing overall brand strategy, new product upgrades and innovations and marketing plans. The following provides additional detail on our reportable segments, businesses and the key product and...

  • Page 29
    ...global market share. We are the number one or number two baby care competitor in most of the key markets in which we compete, primarily behind Pampers, the Company's largest brand, with annual net sales of approximately $10 billion. Our family care business is predominantly a North American business...

  • Page 30
    ... to develop new innovations aimed at changing the game in existing product categories and creating new ones. SUMMARY OF 2012 RESULTS Amounts in millions, except per share amounts 2012 Change vs. Prior Year 2011 Change vs. Prior Year 2010 Net Sales Operating Income Net Earnings from Continuing...

  • Page 31
    ... key employees, is critical to our success. Global Economic Conditions. Demand for our products has a correlation to global macroeconomic factors. The current macroeconomic factors remain dynamic. Economic changes, terrorist activity, political unrest and natural disasters may result in business...

  • Page 32
    ... the Beauty, Grooming, Health Care, and Fabric Care and Home Care reportable segments and unfavorable product mix. Foreign exchange was neutral to net sales. Organic sales growth was 3% driven by price increases. Fiscal year 2011 compared with fiscal year 2010 Net sales increased 5% in 2011 to $81...

  • Page 33
    ... for management and segment reporting. Fiscal year 2011 compared with fiscal year 2010 Gross margin contracted 140 basis points in 2011 to 50.9% of net sales. The reduction in gross margin was driven mainly by a 225-basis point increase in commodity and energy costs, along with negative product mix...

  • Page 34
    ...by manufacturing cost savings. SG&A as a percentage of net sales declined due to reduced foreign currency exchange costs and a reduction in overhead spending as a percentage of net sales due to productivity improvements, partially offset by increased marketing investments. In 2011, net earnings from...

  • Page 35
    ...& Gamble. Net Sales Change Drivers vs. Year Ago (2012 vs. 2011) Volume with Acquisitions & Divestitures Volume Excluding Acquisitions & Divestitures Foreign Exchange Price Mix/Other Net Sales Growth Beauty Grooming Health Care Fabric Care and Home Care Baby Care and Family Care TOTAL COMPANY...

  • Page 36
    ... behind initiative activity and distribution expansion and market growth in developing markets. Volume in Salon Professional was down high single digits mainly due to the planned exit of non-strategic businesses and market size contractions in developed regions. Volume in Prestige Products declined...

  • Page 37
    ... foreign currency exchange costs and lower overhead spending as a percentage of net sales due to sales leverage, partially offset by higher marketing spending. HEALTH CARE ($ millions) 2012 Change vs. Prior Year 2011 Change vs. Prior Year Fiscal year 2012 compared with fiscal year 2011 Health Care...

  • Page 38
    ... to the Ambi Pur acquisition. Organic volume in Home Care was up high single digits driven mainly by initiative activity, including launches of Gain hand dishwashing liquid and Febreze Set & Refresh in North America, and geographic expansion of dish and air care product lines. Global market share of...

  • Page 39
    ... fiscal year 2011 Baby Care and Family Care net sales increased 6% to $16.5 billion in 2012 on 1% volume growth. Organic sales were up 6%. Pricing added 5% to net sales growth. Global market share of the Baby Care and Family Care segment increased 0.2 points. Volume grew double digits in developing...

  • Page 40
    ... Company reflects our strong business results and a global cash management strategy that takes into account liquidity management, economic factors and tax considerations. Operating Cash Flow Fiscal year 2012 compared with fiscal year 2011 Operating cash flow was $13.3 billion in 2012, in line with...

  • Page 41
    ... and higher capital spending. Free cash flow productivity was 84% in 2011. Investing Cash Flows Fiscal year 2012 compared with fiscal year 2011 Net investing activities consumed $1.1 billion in cash in 2012 mainly due to capital spending, partially offset by proceeds from asset sales of $2.9 billion...

  • Page 42
    ... course of business. Commitments made under take-or-pay obligations represent future purchases in line with expected usage to obtain favorable pricing. Approximately 22% relates to service contracts for information technology, human resources management and facilities management activities that have...

  • Page 43
    ... Financial Statements. Employee Benefits We sponsor various post-employment benefits throughout the world. These include pension plans, both defined contribution plans and defined benefit plans, and other postemployment benefit (OPEB) plans, consisting primarily of health care and life insurance...

  • Page 44
    ... lives. Our assessment as to brands that have an indefinite life and those that have a determinable life is based on a number of factors including competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment of the countries...

  • Page 45
    ...a reduction in home and personal grooming appliance purchases and in visits to hair salons. Our valuation of the Appliances and Salon Professional businesses has them returning to sales and earnings growth rates consistent with our long-term business plans. Failure to achieve these business plans or...

  • Page 46
    ... and sell products and finance operations in a number of countries throughout the world, we are exposed to the impact on revenue and expenses of movements in currency exchange rates. Corporate policy prescribes the range of allowable hedging activity. To manage the exchange rate risk associated with...

  • Page 47
    ... management and is a factor in determining their at-risk compensation. The following table provides a numerical reconciliation of free cash flow and free cash flow productivity ($ millions): Free Cash Flow Productivity Operating Capital Free Net Cash Flow Spending Cash Flow Earnings 2012 2011 2010...

  • Page 48
    ... Data MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING At The Procter & Gamble Company, we take great pride in our long history of doing what's right. If you analyze what's made our Company successful over the years, you may focus on our brands, our marketing strategies, our organization design...

  • Page 49
    ... Board of Directors and Stockholders of The Procter & Gamble Company We have audited the accompanying Consolidated Balance Sheets of The Procter & Gamble Company and subsidiaries (the "Company") as of June 30, 2012 and 2011, and the related Consolidated Statements of Earnings, Shareholders' Equity...

  • Page 50
    ... Public Company Accounting Oversight Board (United States), the Consolidated Financial Statements of the Company as of and for the year ended June 30, 2012 and our report dated August 8, 2012 expressed an unqualified opinion on those financial statements. /s/ Deloitte & Touche LLP Cincinnati, Ohio...

  • Page 51
    The Procter & Gamble Company 49 Consolidated Statements of Earnings Amounts in millions except per share amounts; Years ended June 30 2012 2011 2010 NET SALES Cost of products sold Selling, general and administrative expense Goodwill and indefinite lived intangible asset impairment charges ...

  • Page 52
    ... income/(loss) Treasury stock, at cost (shares held: 2012 - 1,260.4, 2011 - 1,242.2) Retained earnings Noncontrolling interest TOTAL SHAREHOLDERS' EQUITY TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY See accompanying Notes to Consolidated Financial Statements. 2012 2011 $ 4,436 6,068 1,740...

  • Page 53
    ... Dividends to shareholders: Common Preferred, net of tax benefits Treasury purchases Employee plan issuances Preferred stock conversions ESOP debt impacts Noncontrolling interest, net BALANCE JUNE 30, 2010 Net earnings Other comprehensive income: Financial statement translation Hedges and investment...

  • Page 54
    ... OF YEAR OPERATING ACTIVITIES Net earnings Depreciation and amortization Share-based compensation expense Deferred income taxes Gain on sale of businesses Goodwill and indefinite lived intangible asset impairment charges Change in accounts receivable Change in inventories Change in accounts payable...

  • Page 55
    ... $9,345 in 2012, $9,210 in 2011 and $8,475 in 2010. Non-advertising related components of the Company's total marketing spending include costs associated with consumer promotions, product sampling and sales aids, all of which are included in SG&A, as well as coupons and customer trade funds, which...

  • Page 56
    ... indefinite lives due to the nature of our business. We evaluate a number of factors to determine whether an indefinite life is appropriate, including the competitive environment, market share, brand history, product life cycles, operating plans and the macroeconomic environment of the countries in...

  • Page 57
    ... year has had or is expected to have a material impact on the Consolidated Financial Statements. In June 2011, the Financial Accounting Standards Board (FASB) issued authoritative guidance that will eliminate the option of presenting components of OCI as part of the statement of shareholders' equity...

  • Page 58
    ... reporting units and indefinite-lived intangible assets and discount those cash flows at a rate of return that reflects the relative risk of each business. The declines in the fair value of the Appliances and Salon Professional reporting units and the underlying Koleston Perfect and Wella trade...

  • Page 59
    ...500 annually. In February 2012, the Company announced a productivity and cost savings plan to reduce costs in the areas of supply chain, research and development, marketing and overheads. The program was designed to accelerate cost reductions by streamlining management decision making, manufacturing...

  • Page 60
    ... to change internal systems and processes to support the underlying organizational changes. Consistent with our historical policies for ongoing restructuring-type activities, the restructuring program charges will be funded by and included within Corporate for both management and segment reporting...

  • Page 61
    ...RISK MANAGEMENT ACTIVITIES AND FAIR VALUE MEASUREMENTS As a multinational company with diverse product offerings, we are exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. We evaluate exposures on a centralized basis to take advantage of natural...

  • Page 62
    ... the use of quoted market prices and minimize the use of unobservable inputs. The Company has not changed its valuation techniques used in measuring the fair value of any financial assets or liabilities during the year. Our fair value estimates take into consideration the credit risk of both the...

  • Page 63
    ... & Gamble Company 61 The following table sets forth the Company's financial assets and liabilities as of June 30, 2012 and 2011 that were measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy: Level 1 As of June 30 2012 2011 2012 Level...

  • Page 64
    ... to earnings is expected to be immaterial. The amounts of gains and losses on qualifying and nonqualifying financial instruments used in hedging transactions for the years ended June 30, 2012 and 2011 are as follows: DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS Interest rate $ contracts Foreign...

  • Page 65
    ... We have stock-based compensation plans under which we annually grant stock option, restricted stock, restricted stock unit (RSU) and performance stock unit (PSU) awards to key managers and directors. Exercise prices on options granted have been, and continue to be, set equal to the market price of...

  • Page 66
    .... For the U.S. DC plan, the contribution rate is set annually. Total contributions for this plan approximated 15% of total participants' annual wages and salaries in 2012, 2011 and 2010. We maintain The Procter & Gamble Profit Sharing Trust (Trust) and Employee Stock Ownership Plan (ESOP) to provide...

  • Page 67
    ...certain other retiree benefits, primarily health care and life insurance, for the majority of our U.S. employees who become eligible for these benefits when they meet minimum age and service requirements. Generally, the health care plans require cost sharing with retirees and pay a stated percentage...

  • Page 68
    ... June 30 2012 2011 2010 Other Retiree Benefits 2012 2011 2010 Service cost Interest cost Expected return on plan assets Prior service cost /(credit) amortization Net actuarial loss amortization Curtailments, settlements and other GROSS BENEFIT COST/(CREDIT) Dividends on ESOP preferred stock NET...

  • Page 69
    ... of return on Company stock is based on the long-term projected return of 9.5% and reflects the historical pattern of favorable returns. Assumed health care cost trend rates could have a significant effect on the amounts reported for the other retiree benefit plans. A one- percentage point change in...

  • Page 70
    ... inputs including credit risk and interest rate curves. Pension Benefits Level 1 2012 2011 2012 Level 2 2011 2012 Level 3 2011 2012 Total 2011 ASSETS AT FAIR VALUE: Cash and cash equivalents Government bonds Company stock Common collective fund - equity Common collective fund - fixed income Other...

  • Page 71
    ... Benefits Other Retiree Benefits The series A and B preferred shares of the ESOP are allocated to employees based on debt service requirements, net of advances made by the Company to the Trust. The number of preferred shares outstanding at June 30 was as follows: Shares in thousands 2012 2011 2010...

  • Page 72
    ...the change in taxability of the federal subsidy, we were required to make adjustments to deferred tax asset balances, resulting in a $152 charge to income tax expense in 2010. Tax benefits credited to shareholders' equity totaled $661 and $510 for the years ended June 30, 2012 and 2011, respectively...

  • Page 73
    ... TAX ASSETS Pension and postretirement benefits Stock-based compensation Loss and other carryforwards Goodwill and other intangible assets Accrued marketing and promotion Fixed assets Unrealized loss on financial and foreign exchange transactions Accrued interest and taxes Inventory Other Valuation...

  • Page 74
    ... the Snacks and Pet Care segment, is reported as discontinued operations. Additionally, as a result of this change, the pet care business is now included in the Fabric Care and Home Care segment. The segment information provided below reflects these changes for all periods presented. The Company has...

  • Page 75
    ... the reportable segments include those assets managed by the reportable segment, primarily inventory, fixed assets and intangible assets. Other assets, primarily including cash, accounts receivable, investment securities and goodwill, are included in Corporate. In 2012, 2011 and 2010, nine product...

  • Page 76
    ... an after-tax gain on the transaction of $1.4 billion, which is included in net earnings from discontinued operations in the Consolidated Statement of Earnings for the year ended June 30, 2012. The snacks business had historically been part of the Company's Snacks and Pet Care reportable segment. In...

  • Page 77
    ...Procter & Gamble Company 75 Following is selected financial information included in net earnings from discontinued operations for the snacks and pharmaceuticals businesses: Earnings from discontinued Net sales operations Gain on sale of Income tax discontinued expense operations Income tax benefit...

  • Page 78
    ... The Procter & Gamble 1993 NonEmployee Directors' Stock Plan; The Procter & Gamble Future Shares Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors' Stock Plan; The Gillette Company 1971 Stock Option Plan; The Gillette Company 2004...

  • Page 79
    ... administering the plan may determine. The Procter & Gamble Future Shares Plan On October 14, 1997, the Company's Board of Directors approved The Procter & Gamble Future Shares Plan pursuant to which options to purchase shares of the Company's common stock may be granted to employees worldwide. The...

  • Page 80
    ...retain and motivate key salaried employees of The Gillette Company and non-employee members of its Board of Directors. Under the plan, eligible participants receive the option to purchase Company stock at a pre-determined price which cannot be less than 100% of the fair market value per share at the...

  • Page 81
    ... Accounting Firm on Consolidated Financial Statements • Consolidated Statements of Earnings - for years ended June 30, 2012, 2011 and 2010 • Consolidated Balance Sheets - as of June 30, 2012 and 2011 • Consolidated Statements of Shareholders' Equity for years ended June 30, 2012, 2011 and 2010...

  • Page 82
    ...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).* The Procter & Gamble 2003 Non-Employee Directors' Stock Plan...

  • Page 83
    ... Insurance Program.* + The Gillette Company Personal Financial Planning Reimbursement Program.* + The Gillette Company Senior Executive Financial Planning Program.* + The Gillette Company Estate Preservation.* + The Gillette Company Deferred Compensation Plan.* + Senior Executive Recoupment Policy...

  • Page 84
    ... in the city of Cincinnati, State of Ohio. THE PROCTER & GAMBLE COMPANY By /s/ ROBERT A. MCDONALD (Robert A. McDonald) Chairman of the Board, President and Chief Executive Officer August 8, 2012 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below...

  • Page 85
    ...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). The Procter & Gamble 2003 Non-Employee Directors' Stock Plan (as amended in August 2007) which was originally adopted by the shareholders...

  • Page 86
    ... Executive Recoupment Policy. + The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006. + The Procter & Gamble 2009 Stock and Incentive Compensation Plan which was originally adopted by shareholders at the annual meeting...

  • Page 87
    ... of organic sales growth to reported net sales growth: Quarter Ended Year Ended June Sept. 2011 2011 Dec. 2011 Mar. 2012 June 2012 2012 Sept. 2009 Dec. 2009 Mar. 2010 June Sept. 2010 2010 Dec. 2010 Mar. 2011 Three Fiscal Years Ended 2012 (Avg.) Net Sales Growth Foreign Exchange Impact...

  • Page 88
    ... & Development, Product Supply and Employee Solutions, Global Business Services Philip J. Duncan Global Design Officer William Gipson Senior Vice President - Global Diversity and Research & Development, Global Hair Care and Color Joan M. Lewis Global Consumer & Market Knowledge Officer Teri L. List...

  • Page 89
    ... Group "Global Top 20 Best Companies for Leadership." INNOVATION For the tenth consecutive year, P&G earned a spot on the Dow Jones Sustainability Index. Corporate Knights ranked us #66 on its "Global 100 Most Sustainable Corporations in the World." P&G products Pampers Dry Max and Gillette Fusion...

  • Page 90
    ... & Gamble Shareholder Investment Program. Registered shareholders and Program participants needing account assistance with share transfers, plan purchases/sales, lost stock certificates, etc. should contact P&G Shareholder Services at: Website: www.pg.com/en_US/investors/shareholder_services E-mail...

  • Page 91
    ... of millions in savings for the company. While zero waste is a long-term vision for P&G, we're getting closer every day. Cold Water Washing When we analyzed P&G's environmental footprint, we found that one of the biggest impacts came from the in-home use of our laundry products, since heating water...

  • Page 92
    © 2012 Procter & Gamble 00026018