Proctor and Gamble 2015 Annual Report Download

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2015
Annual Report

Table of contents

  • Page 1
    Annual Report 2015

  • Page 2
    ... share) 2015 NET SALES BY BUSINESS SEGMENT (3) BY GEOGRAPHIC REGION BY MARKET MATURITY 10% 10% 27% 29% 24% Baby, Feminine and Family Care Beauty, Hair and Personal Care Fabric Care and Home Care Health Care Grooming 8% 40% 26% 8% 10% 8% Asia Pacific Europe Greater China India, Middle East...

  • Page 3
    ... of our business - with significant exposures in markets such as Brazil, Japan and Russia - Company worldwide sales and profits were negatively impacted by foreign exchange. All-in sales were down 5%, including the negative 6-point impact of foreign exchange. Organic sales grew 1%. Organic sales for...

  • Page 4
    ... and has leading market positions, strong brands, differentiated products and business models proven to grow and create value. These 10 categories have been growing faster, and their operating margins are higher than those of the total Company. Their sales and profits are highly concentrated...

  • Page 5
    ... on the manufacturing floor, the sales person in the retail store, the scientist in the innovation lab - is focused on their contribution to deliver consistent and reliable growth and value creation. SK-II, P&G's billion-dollar prestige skin care brand, has introduced two new essentials: SK-II Mid...

  • Page 6
    ...and more savings to reinvest in accelerating growth of the leading brands, the most significant product innovations, and the countries and customers with the highest potential for sales, profit and cash growth. We extended Gillette FlexBall innovation to the market-leading women's razor brand, with...

  • Page 7
    ... consumers and shoppers, driving product innovation and productivity, sourcing and distributing brands and products, and executing programs to win with consumers and shareowners - many of whom are P&G employees. Strong Leadership On November 1, David Taylor will become P&G's next CEO. David is an...

  • Page 8
    ... & Gamble Company P&G - A Company of Leading Brands BABY, FEMININE AND FAMILY CARE $ 20.2 billion BABY CARE Subcategories: Baby Wipes, Diapers and Pants FAMILY CARE Subcategories: Paper Towels, Tissues, Toilet Paper FEMININE CARE Subcategories: Adult Incontinence, Feminine Care NET SALES...

  • Page 9
    ..., innovation, productivity, branding, go-to-market execution and leveraging Company scale and scope. We are well positioned to build consumer trial and create value in these categories, and drive category market growth, which creates value for our retail customers and suppliers. Across the...

  • Page 10
    ... & Gamble Company Global Reach with a Human Touch We take our portfolio of brands to consumers through six regional Selling and Market Operations. ASIA PACIFIC EUROPE GREATER CHINA INDIA, MIDDLE EAST AND AFRICA (IMEA) LATIN AMERICA NORTH AMERICA 40 % 26% of net sales EUROPE of net sales NORTH...

  • Page 11
    ...Item 4. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosure Part II Item 5. Item 6. Item 7. Item 7A. Item 8. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management...

  • Page 12
    ..., Executive Officers and Corporate Governance Executive Compensation Certain Relationships and Related Transactions and Director Independence Principal Accountant Fees and Services Part I 73 73 75 75 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters...

  • Page 13
    ... is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes The aggregate market value of the voting stock held by non-affiliates amounted to $246 billion on December 31, 2014. There were 2,712,561,733 shares of Common Stock outstanding as of July 31, 2015. Documents Incorporated by...

  • Page 14
    ... stores, membership club stores, drug stores, department stores, salons, e-commerce, high-frequency stores and pharmacies. e utilize our superior marketing and online presence to win with consumers at the zero moment of truth - when they are searching for information about a brand or product. e work...

  • Page 15
    ...71.0 2015 2014 2013 Item 1A. Risk Factors. e discuss our expectations regarding future performance, events and outcomes, such as our business outlook and objectives in this Form 10-K, quarterly reports, press releases and other written and oral communications. All statements, except for historical...

  • Page 16
    ... longer collection cycles. If we are unable to generate sufficient income and cash flow, it could affect the Company s ability to achieve expected share repurchase and dividend payments. Adisruption in the credit markets or a downgrade of our current credit rating could increase our future borrowing...

  • Page 17
    ... consistent with our corporate values and are designed to protect and preserve our reputation, such as social responsibility and environmental sustainability. If these programs are not executed as planned or suffer negative publicity, the Company's reputation and financial results could be adversely...

  • Page 18
    ... to tax cross-border international trade are evolving, such as the ase Erosion and Profit Shifting project ( EPS ) currently being undertaken by the G8, G20, and Organization for Economic Cooperation and Development ( OECD ). As these and other tax laws and related regulations change, our financial...

  • Page 19
    ...of matters, including antitrust and trade regulation, product liability, advertising, contracts, environmental issues, patent and trademark matters, labor and employment matters and tax. See Note 11 to our Consolidated Financial Statements for information on certain legal proceedings for which there...

  • Page 20
    ... & Rice, LLC, a private equity partnership, consulted with a number of Fortune 50 companies on business and innovation strategy, and advised on CEO succession and executive leadership development. He currently serves on the board of directors of Legendary Pictures, LLC (a film production company).

  • Page 21
    ...& Gamble Company PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. ISSUER PURCHASES OF E UITY SECURITIES Total Num er of Shares Purchased as Part of Pu licl Announced Plans or Programs A roximate Dollar Value of Shares that...

  • Page 22
    ...York Stock Exchange and NYSE Euronext-Paris under the stock symbol PG. There were approximately 2.6 million common stock shareowners, including shareowners of record, participants in the P&G Shareholder Investment Program, participants in P&G stock ownership plans and beneficial owners with accounts...

  • Page 23
    21 The Procter & Gamble Company Item 6. Selected Financial Data. The information required by this item is incorporated by reference to Note 1 and Note 12 to our Consolidated Financial Statements. Financial Summar Net sales Gross profit Operating income Net earnings from continuing operations Net ...

  • Page 24
    ... Segment Results Cash Flow, Financial Condition and Liquidity Significant Accounting Policies and Estimates Other Information Throughout the MD&A, we refer to measures used by management to evaluate performance, including unit volume growth, net sales and net earnings. e also refer to a number...

  • Page 25
    ...the four sectors are aggregated into five reportable segments: eauty, Hair and Personal Care Grooming Health Care Fabric Care and Home Care and aby, Feminine and Family Care. The G Us are responsible for developing overall brand strategy, new product upgrades and innovations and marketing plans. The...

  • Page 26
    ... SMOs are responsible for developing and executing goto-market plans at the local level. The SMOs include dedicated retail customer, trade channel and country-specific teams. Our SMOs are organized under six regions comprised of North America, Europe, Latin America, Asia Pacific, Greater China and...

  • Page 27
    ... O-TSR deep within the Company by defining tight linkages between business activities and the key drivers of value creation, from strategic choices of global business units, brands and country teams down to individual employees daily work plans. The Company has recently undertaken an effort...

  • Page 28
    ... impact the corporate tax rate and change the U.S. tax treatment of international earnings. Additionally, we attempt to carefully manage our debt and currency exposure in certain countries with currency exchange, import authorization and pricing controls, such as Argentina, China, Egypt, Greece...

  • Page 29
    ... a productivity and cost savings plan to reduce costs in the areas of supply chain, marketing and overhead expenses. The plan is designed to accelerate cost reductions by streamlining management decision making, manufacturing and other work processes to fund the Company's growth strategy. Net Sales...

  • Page 30
    ... the current year rate by 30 basis points), a 110 basis point increase due to the tax impacts of acquisition and divestiture activities (the gains from the purchase of the balance of the aby Care and Feminine Care joint venture in Iberia and the sale of our Italy bleach business in 2013) and...

  • Page 31
    ... billion ($2.1 billion after tax, or $0.71 per share). In future periods, our financial results will only include sales of finished goods to our enezuelan subsidiaries to the extent we receive payments from enezuela (expected to be largely through the CENCOEX exchange market). Accordingly, we will...

  • Page 32
    ... to the SICAD market for imports or dividends. To date, we have had limited access to the SIMADI market. Our plans and ability to access that market in the future is unclear. Segment results reflect information on the same basis we use for internal management reporting and performance evaluation...

  • Page 33
    ... $18.1 billion in 2015 on a 4 decrease in unit volume. Organic sales decreased 1 on a 3 decline in organic volume. Unfavorable foreign exchange reduced net sales by 5 . Increased pricing was a benefit of 2 . Global market share of the eauty, Hair and Personal Care segment decreased 0.5 points. olume...

  • Page 34
    ... geographic and product mix increased net sales 3 , primarily driven by Oral Care growth in developed markets, which has higher average sales prices. Increased pricing added 2 to net sales. Unfavorable foreign exchange reduced net sales by 5 . Global market share of the Health Care segment decreased...

  • Page 35
    ... in 2015 on a 1 increase in unit volume. Organic sales increased 2 . Unfavorable foreign exchange reduced net sales by 6 , while pricing added 1 to net sales, mix was neutral, and minor brand divestitures had a negative impact of about 1 . Global market share of the Fabric Care and Home Care segment...

  • Page 36
    ...to the overall Company effective tax rate. Net sales in Corporate decreased by $271 million in the current year primarily due to the prior year divestiture of the MD IP business. Corporate net expenses from continuing operations increased $2.0 billion in 2015, primarily due the charge related to the...

  • Page 37
    ... the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investment. It is defined as operating cash flow less capital expenditures and excluding certain divestiture impacts (tax payments in the current year for the Pet Care divestiture) and is one of the...

  • Page 38
    ... business held for sale), largely due to short-term borrowings under our commercial paper program. e anticipate being able to support our short-term liquidity and operating needs largely through cash generated from operations. The Company regularly assesses its cash needs and the available sources...

  • Page 39
    ... methods or may require substantial judgment or estimation in their application. These include income taxes, certain employee benefits and goodwill and intangible assets. e believe these accounting policies, and others set forth in Note 1 to the Consolidated Financial Statements, should be reviewed...

  • Page 40
    ... care and life insurance for retirees. For accounting purposes, the defined benefit pension and OPE plans require assumptions to estimate the projected and accumulated benefit obligations, including the following variables: discount rate expected salary increases certain employee-related factors...

  • Page 41
    ... its respective carrying value. Our 2015 valuation of the Appliances business has it returning to sales and earnings growth rates consistent with our long-term business plans. However, the currency in Japan has continued to devalue relative to the currencies in which the related assets are recorded...

  • Page 42
    ... the Consolidated Financial Statements includes a detailed discussion of our accounting policies for derivative instruments. Derivative positions are monitored using techniques including market valuation, sensitivity analysis and value-at-risk modeling. The tests for interest rate, currency rate and...

  • Page 43
    ...Organic Sales Growth The table below provides a reconciliation of reported diluted net earnings per share from continuing operations to Core EPS: Years ended une 0 2015 2014 201 eauty, Hair and Personal Care Grooming Health Care Fabric Care and Home Care aby, Feminine and Family Care TOTAL COMPANY...

  • Page 44
    ... 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 45
    ... of changes in conditions, internal control effectiveness may vary over time. Management assessed the effectiveness of the Company's internal control over financial reporting as of June 30, 2015, using criteria established in ter al o trol te rated Framewor 2013 issued by the Committee of Sponsoring...

  • Page 46
    ... 30, 2015, based on criteria established in ter al o trol te rated Framewor 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the...

  • Page 47
    45 The Procter & Gamble Company Consolidated Statements of Earnings Amounts in millions exce t er share amounts Years ended une 0 2015 2014 201 NET SALES Cost of products sold Selling, general and administrative expense Goodwill and indefinite-lived intangible asset impairment charges enezuela ...

  • Page 48
    ... , NET OF TAX Financial statement translation Unrealized gains (losses) on hedges (net of $739, $(209) and $92 tax, respectively) Unrealized gains (losses) on investment securities (net of $0, $(4) and $(5) tax, respectively) Unrealized gains (losses) on defined benefit retirement plans (net of $328...

  • Page 49
    ...69,976 144,266 Common stock, stated value $1 per share (10,000 shares authorized shares issued: 2015 - 4,009.2, 2014 - 4,009.2) Additional paid-in capital Reserve for ESOP debt retirement Accumulated other comprehensive income (loss) Treasury stock, at cost (shares held: 2015 - 1,294.7, 2014 - 1,298...

  • Page 50
    ... net BALANCE UNE 0, 2014 Net earnings Other comprehensive loss Dividends to shareholders: Common Preferred, net of tax benefits Treasury purchases Employee plan issuances Preferred stock conversions ESOP debt impacts Noncontrolling interest, net BALANCE UNE 0, 2015 2,748,033 $ 4,008 $ 1,195 $63,181...

  • Page 51
    ... and amortization Share-based compensation expense Deferred income taxes Gain on sale and purchase of businesses enezuela deconsolidation charge Goodwill and indefinite-lived intangible asset impairment charges Change in accounts receivable Change in inventories Change in accounts payable, accrued...

  • Page 52
    ...based on management's best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, consumer and trade promotion accruals, restructuring reserves, pensions, post-employment benefits, stock options, valuation of acquired...

  • Page 53
    ... billion in 2015, $9.0 billion in 2014 and $9.4 billion in 2013. Non-advertising related components of the Company's total marketing spending include costs associated with consumer promotions, product sampling and sales aids, which are included in SG&A, as well as coupons and customer trade funds...

  • Page 54
    ... have indefinite lives. e 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 which the brands are sold. hen...

  • Page 55
    ... divest the atteries business via a split transaction in which the Company will exchange a recapitalized Duracell Company for erkshire Hathaway's ( H) shares of P&G stock (see Note 13). ased on the terms of the agreement and the value of H's shares of P&G stock as of the transaction date and changes...

  • Page 56
    ... chain, research and development, marketing and overheads. The productivity and cost savings plan was designed to accelerate cost reductions by streamlining management decision making, manufacturing and other work processes in order to help fund the Company's growth strategy. The Company expects to...

  • Page 57
    ... for both management and segment reporting. Accordingly, all charges under the program are included within the Corporate reportable segment. However, for informative purposes, the following table summarizes the total restructuring costs related to our reportable segments: Years ended une 0 2015 2014...

  • Page 58
    The Procter & Gamble Company 56 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. e evaluate exposures on a centralized ...

  • Page 59
    ... consideration the credit risk of both the Company and our counterparties. hen active market quotes are not available for financial assets and liabilities, we use industry standard valuation models. here applicable, these models project future cash flows and discount the future amounts to a present...

  • Page 60
    ... 15 $ $ 6 38 44 Amount of Gain Loss Recogni ed in Earnings Years ended une 0 2015 2014 DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS Interest rate contracts Debt TOTAL 9 9 $ $ 36 (37) (1) DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS Net investment hedges 1 $ DERIVATIVES NOT DESIGNATED AS...

  • Page 61
    ... Amounts reclassified from AOCI (4) (5) (6) Net current period OCI BALANCE at UNE 0, 2015 (1) (2) (3) (4) (5) (6) Net of tax (benefit) expense of $(207), $3 and $(450) for gains losses on hedges, investment securities and pension and other retiree benefit items, respectively, for the period ended...

  • Page 62
    ...have a 15-year life. Key managers can elect to receive up to the entire value of their option award in RSUs. Key manager RSUs vest and are settled in shares of common stock five years from the grant date. The awards provided to the Company's directors are in the form of restricted stock and RSUs. In...

  • Page 63
    ... and $51 in 2015, 2014 and 2013, respectively. e have no specific policy to repurchase common shares to mitigate the dilutive impact of options, RSUs and PSUs. However, we have historically made adequate discretionary purchases, based on cash availability, market trends and other factors, to offset...

  • Page 64
    ... benefit retirement pension plans to certain employees. These benefits relate primarily to local plans outside the U.S. and, to a lesser extent, plans assumed in previous acquisitions covering U.S. employees. e also provide certain other retiree benefits, primarily health care and life insurance...

  • Page 65
    ... legal requirements or financial incentives provided to companies to pre-fund pension obligations prior to their due date. In these instances, benefit payments are typically paid directly from the Company's cash as they become due. Pension Benefits Years ended une 0 2015 2014 Other Retiree Benefits...

  • Page 66
    ... of Company stock. The expected rate of return on Company stock is based on the long-term projected return of 8.5 and reflects the historical pattern of returns. Assumed health care cost trend rates could have a significant effect on the amounts reported for the other retiree benefit plans. A one...

  • Page 67
    ... using the net asset value reported by the managers of the funds and as supported by the unit prices of actual purchase and sale transactions. Company stock listed as Level 2 in the hierarchy represents preferred shares which are valued based on the value of Company common stock. The majority of our...

  • Page 68
    ... to purchase Series ESOP Convertible Class A Preferred Stock to fund a portion of retiree health care benefits. These shares, net of the ESOP's debt, are considered plan assets of the other retiree benefits plan discussed above. Debt service requirements are funded by preferred stock dividends, cash...

  • Page 69
    ... 30, 2015. This primarily relates to the tax effects of net investment hedges and the impact of certain adjustments to pension obligations recorded in stockholders' equity, partially offset by excess tax benefits from the exercise of stock options. Tax benefits to shareholders' equity totaled $716...

  • Page 70
    ... of business. Commitments made under take-or-pay obligations are as follows: Years ending une 0 201 201 201 2019 2020 There after DEFERRED TAX ASSETS Pension and postretirement benefits Loss and other carryforwards Stock-based compensation Advance payments Accrued marketing and promotion Unrealized...

  • Page 71
    ... reportable segments include those assets managed by the reportable segment, primarily inventory, fixed assets and intangible assets. Other assets, primarily cash, accounts receivable, investment securities and goodwill, are included in Corporate. Our business units are comprised of similar product...

  • Page 72
    ...the Company's share price before the closing date will ultimately be reflected in earnings from discontinued operations as a gain or loss. The atteries business had historically been part of the Company's Fabric Care and Home Care reportable segment. In accordance with applicable accounting guidance...

  • Page 73
    ... branded pet care products, our manufacturing site in the Netherlands, and the majority of the employees working in the estern Europe Pet Care business. The one-time after-tax impact of these transactions is not material. The Pet Care business had historically been part of the Company s Health Care...

  • Page 74
    ..., the Company s current preference is for a Reverse Morris Trust split-off transaction in which P&G shareholders could elect to participate in an exchange offer to exchange P&G shares for Coty shares. The transaction includes the global salon professional hair care and color, retail hair color...

  • Page 75
    ... of Certain eneficial Owners and Management and Related Stockholder Matters. The following table gives information about the Company's common stock that may be issued upon the exercise of options, warrants and rights under all of the Company's equity compensation plans as of June 30, 2015. The table...

  • Page 76
    ... Plan The Procter & Gamble 2013 Non-Employee Directors' Stock Plan and The Procter & Gamble 2014 Stock and Incentive Compensation Plan. Of the plans listed in (1), only The Procter & Gamble 2014 Stock and Incentive Compensation Plan allow for future grants of securities. The maximum number of shares...

  • Page 77
    ... Financial Statements of The Procter & Gamble Company and subsidiaries, management's report and the reports of the independent registered public accounting firm are incorporated by reference in Part II, Item 8 of this Form 10-K. Management's Report on Internal Control over Financial Reporting Report...

  • Page 78
    ...'s Annual Report on Form 10-K for the year ended June 30, 2013). 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). The Procter & Gamble Deferred Compensation Plan for...

  • Page 79
    ...'s Annual Report on Form 10-K for the year ended June 30, 2012). 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). The Gillette Company Deferred Compensation Plan (for salary deferrals prior...

  • Page 80
    ... & GAM LE COMPANY y s A.G. LAFLEY (A.G. Lafley) Chairman of the oard, President and Chief Executive Officer August 7, 2015 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated...

  • Page 81
    ... s Annual Report on Form 10-K for the year ended June 30, 2013). 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). The Procter & Gamble Deferred Compensation Plan for...

  • Page 82
    ...'s Annual Report on Form 10-K for the year ended June 30, 2012). 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). The Gillette Company Deferred Compensation Plan (for salary deferrals prior...

  • Page 83
    ...cer ( ) COMPANY OPERATIONS SELLING AND MARKET OPERATIONS FABRIC AND HOME CARE Carolyn M. Tastad Group President - North America Gary A. Coombe President - Europe Tarek N. Farahat President - Latin America Hatsunori Kiriyama President - Asia Pacific Matthew Price President - Greater China Mohamed...

  • Page 84
    ... of the American Express Company (global services, payments and travel company). Director since . Also a Director of International Business Machines Corporation. Age . Member of the Audit and Compensation & Leadership Development Committees. Scott D. Cook Chairman of the Executive Committee of the...

  • Page 85
    ... & Gamble Company P.O. Box Cincinnati, OH P&G SHAREHOLDER INVESTMENT PROGRAM Computershare P.O. Box Providence, RI EXCHANGE LISTINGS The Procter & Gamble Shareholder Investment Program (SIP) is a direct stock purchase and dividend reinvestment plan. The SIP is open to current P&G shareowners...

  • Page 86
    ... perfect on the Human Rights Campaign Foundation's Corporate Equality Index. SUPPLIER DIVERSITY on its World's Most Respected Chief Executive Magazine named P&G # on its list of the Best Companies for Leaders. Hay Group ranked P&G # on its list of the Best Companies for Leadership. Universum named...

  • Page 87
    ...% of the weight of each diaper and 70% of the external packaging. In partnership with several other companies, organizations and government offices, we are developing one of the largest biomass facilities in the United States. The plant will generate energy entirely from wood scraps, providing 100...

  • Page 88
    ©2015 Procter & Gamble 00387130