10-Q 1 jfm13quarterlyreport.htm 10-Q JFM 13 Quarterly Report



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(Mark one)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2013
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to

Commission file number 1-434
 
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
Ohio
 
31-0411980
(State of Incorporation)
 
(I.R.S. Employer Identification Number)
 
One Procter & Gamble Plaza, Cincinnati, Ohio
 
45202
(Address of principal executive offices)
 
(Zip Code)
(513) 983-1100
(Registrant’s telephone number, including area code)
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    
Yes þ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer þ                    Accelerated filer  o                   Non-accelerated filer  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Yes o     No þ

There were 2,740,773,339 shares of Common Stock outstanding as of March 31, 2013.




PART I. FINANCIAL INFORMATION 

Item I.     Financial Statements.
The Consolidated Statements of Earnings and of Comprehensive Income of The Procter & Gamble Company and subsidiaries (the “Company,” "Procter & Gamble," “we” or “our”) for the three months and nine months ended March 31, 2013 and 2012, the Consolidated Balance Sheets as of March 31, 2013 and June 30, 2012, and the Consolidated Statements of Cash Flows for the nine months ended March 31, 2013 and 2012 follow. In the opinion of management, these unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods reported. However, such financial statements may not necessarily be indicative of annual results.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
 
Three Months Ended March 31
 
Nine Months Ended March 31
Amounts in millions except per share amounts
2013
 
2012
 
2013
 
2012
Net Sales
$
20,598

 
$
20,194

 
$
63,512

 
$
63,468

Cost of products sold
10,344

 
10,237

 
31,574

 
31,894

Selling, general and administrative expense
6,849

 
6,636

 
20,090

 
19,769

Goodwill and Intangibles impairment charges

 
22

 

 
1,576

Operating Income
3,405

 
3,299

 
11,848

 
10,229

Interest expense
163

 
179

 
504

 
587

Other non-operating income
46

 
67

 
988

 
238

Earnings From Continuing Operations Before Income Taxes
3,288

 
3,187

 
12,332

 
9,880

Income taxes on continuing operations
697

 
754

 
2,812

 
2,776

Net Earnings from Continuing Operations
2,591

 
2,433

 
9,520

 
7,104

Net Earnings from Discontinued Operations

 
34

 

 
133

Net Earnings
2,591

 
2,467

 
9,520

 
7,237

Less: Net earnings attributable to noncontrolling interests
25

 
56

 
83

 
112

Net Earnings Attributable to Procter & Gamble
$
2,566

 
$
2,411

 
$
9,437

 
$
7,125

 
 

 
 

 
 

 
 

Basic Net Earnings per Common Share (1)
 
 
 
 
 
 
 
Earnings from continuing operations
$
0.92

 
$
0.84

 
$
3.38

 
$
2.47

Earnings from discontinued operations

 
0.01

 

 
0.05

Basic Net Earnings per Common Share
0.92

 
0.85

 
3.38

 
2.52

Diluted Net Earnings per Common Share (1)
 
 
 
 
 
 
 
Earnings from continuing operations
0.88

 
0.81

 
3.22

 
2.37

Earnings from discontinued operations

 
0.01

 

 
0.05

Diluted Net Earnings per Common Share
0.88

 
0.82

 
3.22

 
2.42

Dividends
$
0.562

 
$
0.525

 
$
1.686

 
$
1.575

Diluted Weighted Average Common Shares Outstanding
2,930.7

 
2,937.8

 
2,927.6

 
2,944.9

(1)Basic net earnings per share and diluted net earnings per share are calculated on net earnings attributable to Procter & Gamble

See accompanying Notes to Consolidated Financial Statements

2



THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
 
Three Months Ended March 31
 
Nine Months Ended March 31
Amounts in millions
 
2013
 
2012
 
2013
 
2012
NET EARNINGS
 
$
2,591

 
$
2,467

 
$
9,520

 
$
7,237

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
 
 
 
 
 
 
 
 
Financial statement translation
 
(1,143
)
 
1,378

 
604

 
(3,694
)
Hedges
 
358

 
(60
)
 
212

 
502

Investment securities
 
8

 
3

 
9

 
(3
)
Defined benefit retirement plans
 
189

 
(10
)
 
226

 
186

TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
 
(588
)
 
1,311

 
1,051

 
(3,009
)
TOTAL COMPREHENSIVE INCOME
 
2,003

 
3,778

 
10,571

 
4,228

LESS TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
 
18

 
60

 
87

 
107

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE
 
$
1,985

 
$
3,718

 
$
10,484

 
$
4,121


See accompanying Notes to Consolidated Financial Statements


3





THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
 
 
 
 
 
 
 
 
Amounts in millions
 
 
 
 
March 31, 2013
 
June 30, 2012
ASSETS
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
$
5,876

 
$
4,436

Accounts receivable
 
 
 
 
6,669

 
6,068

Inventories
 
 
 
 
 
 
 
Materials and supplies
 
 
 
 
1,777

 
1,740

Work in process
 
 
 
 
721

 
685

Finished goods
 
 
 
 
4,742

 
4,296

Total inventories
 
 
 
 
7,240

 
6,721

Deferred income taxes
 
 
 
 
937

 
1,001

Prepaid expenses and other current assets
 
 
 
 
3,576

 
3,684

TOTAL CURRENT ASSETS
 
 
 
 
24,298

 
21,910

PROPERTY, PLANT AND EQUIPMENT
 
 
 
 
 
 
 
Buildings
 
 
 
 
7,661

 
7,324

Machinery and equipment
 
 
 
 
33,810

 
32,029

Land
 
 
 
 
878

 
880

Total property, plant and equipment
 
 
 
 
42,349

 
40,233

Accumulated depreciation
 
 
 
 
(21,158
)
 
(19,856
)
NET PROPERTY, PLANT AND EQUIPMENT
 
 
 
 
21,191

 
20,377

GOODWILL AND OTHER INTANGIBLE ASSETS
 
 
 
 
 
 
 
Goodwill
 
 
 
 
55,067

 
53,773

Trademarks and other intangible assets, net
 
 
 
 
31,739

 
30,988

NET GOODWILL AND OTHER INTANGIBLE ASSETS
 
 
 
 
86,806

 
84,761

OTHER NONCURRENT ASSETS
 
 
 
 
6,836

 
5,196

TOTAL ASSETS
 
 
 
 
$
139,131

 
$
132,244

 
 
 
 
 
 

 
 

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
Accounts payable
 
 
 
 
$
7,422

 
$
7,920

Accrued and other liabilities
 
 
 
 
8,892

 
8,289

Debt due within one year
 
 
 
 
11,098

 
8,698

TOTAL CURRENT LIABILITIES
 
 
 
 
27,412

 
24,907

LONG-TERM DEBT
 
 
 
 
21,125

 
21,080

DEFERRED INCOME TAXES
 
 
 
 
10,725

 
10,132

OTHER NONCURRENT LIABILITIES
 
 
 
 
11,916

 
12,090

TOTAL LIABILITIES
 
 
 
 
71,178

 
68,209

SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
1,143

 
1,195

Common stock – shares issued –
March 2013
 
4,009.0
 
 
 
 
 
June 2012
 
4,008.4
 
4,009

 
4,008

Additional paid-in capital
 
 
 
 
63,358

 
63,181

Reserve for ESOP debt retirement
 
 
 
 
(1,351
)
 
(1,357
)
Accumulated other comprehensive income (loss)
 
 
 
 
(8,282
)
 
(9,333
)
Treasury stock
 
 
 
 
(71,644
)
 
(69,604
)
Retained earnings
 
 
 
 
80,035

 
75,349

Noncontrolling interest
 
 
 
 
685

 
596

TOTAL SHAREHOLDERS’ EQUITY
 
 
 
 
67,953

 
64,035

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
$
139,131

 
$
132,244

See accompanying Notes to Consolidated Financial Statements


4



THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Nine Months Ended March 31
Amounts in millions
2013
 
2012
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
$
4,436

 
$
2,768

OPERATING ACTIVITIES
 
 
 
Net earnings
9,520

 
7,237

Depreciation and amortization
2,188

 
2,427

Share-based compensation expense
250

 
277

Deferred income taxes
75

 
(5
)
Gain on purchase/sale of businesses
(906
)
 
(201
)
Goodwill and indefinite lived intangibles impairment charges

 
1,576

Changes in:
 
 
 
Accounts receivable
(504
)
 
(347
)
Inventories
(492
)
 
(287
)
Accounts payable, accrued and other liabilities
(84
)
 
(1,558
)
Other operating assets and liabilities
483

 
131

Other
(49
)
 
61

TOTAL OPERATING ACTIVITIES
10,481

 
9,311

INVESTING ACTIVITIES
 
 
 
Capital expenditures
(2,426
)
 
(2,663
)
Proceeds from asset sales
559

 
290

Acquisitions, net of cash acquired
(1,148
)
 
(4
)
Purchases of available-for-sale investment securities
(1,504
)
 

Change in other investments
(156
)
 
90

TOTAL INVESTING ACTIVITIES
(4,675
)
 
(2,287
)
FINANCING ACTIVITIES
 
 
 
Dividends to shareholders
(4,797
)
 
(4,521
)
Change in short-term debt
4,152

 
(122
)
Additions to long-term debt
2,253

 
3,985

Reductions of long-term debt
(3,749
)
 
(2,514
)
Treasury stock purchases
(4,985
)
 
(4,023
)
Impact of stock options and other
2,730

 
1,439

TOTAL FINANCING ACTIVITIES
(4,396
)
 
(5,756
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
30

 
(45
)
CHANGE IN CASH AND CASH EQUIVALENTS
1,440

 
1,223

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
5,876

 
$
3,991

See accompanying Notes to Consolidated Financial Statements
 



5



THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012. The results of operations for the three-month and nine-month periods ended March 31, 2013 are not necessarily indicative of annual results.

2. New Accounting Pronouncements and Policies

On July 1, 2012, the Company adopted ASU 2011-05, "Comprehensive Income (Topic 220) - Presentation of Comprehensive Income" (ASU 2011-05), as amended by ASU 2011-12, which deferred the effective date for the presentation of reclassifications of items out of accumulated other comprehensive income. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity and requires entities to present the components of net earnings and other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. We chose to present net earnings and other comprehensive income in two separate but consecutive statements. The adoption of this guidance had no impact on our consolidated financial position, results of operations or cash flows.

During the current quarter, the Company adopted ASU 2013-02, “Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income” (ASU 2013-02). This guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component and to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. We chose to present the requirements in the notes to the financial statements (See Note 8). The adoption of this guidance had no impact on our consolidated financial position, results of operations or cash flows.
No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on the Consolidated Financial Statements.

3. Segment Information

Following is a summary of segment results.

6



 
 
 
Three Months Ended March 31
 
Nine Months Ended March 31
Amounts in millions
 
 
Net Sales
 
Earnings from Continuing Operations Before Income Taxes
 
Net Earnings from Continuing Operations
 
Net Sales
 
Earnings from Continuing Operations Before Income Taxes
 
Net Earnings from Continuing Operations
Beauty
2013
  
$
4,763

 
$
692

 
$
535

 
$
15,106

 
$
2,682

 
$
2,070

 
2012
  
4,844

 
710

 
523

 
15,512

 
2,652

 
2,008

Grooming
2013
  
1,931

 
593

 
444

 
6,057

 
1,922

 
1,428

 
2012
  
1,962

 
530

 
398

 
6,332

 
1,861

 
1,401

Health Care
2013
  
3,274

 
731

 
493

 
9,714

 
2,222

 
1,512

 
2012
  
3,018

 
638

 
411

 
9,492

 
2,222

 
1,490

Fabric Care and Home Care
2013
  
6,587

 
1,087

 
693

 
20,711

 
3,836

 
2,502

 
2012
  
6,595

 
1,161

 
716

 
20,703

 
3,643

 
2,280

Baby Care and Family Care
2013
  
4,277

 
939

 
608

 
12,598

 
2,693

 
1,731

 
2012
  
4,153

 
903

 
573

 
12,394

 
2,511

 
1,583

Corporate
2013
  
(234
)
 
(754
)
 
(182
)
 
(674
)
 
(1,023
)
 
277

 
2012
  
(378
)
 
(755
)
 
(188
)
 
(965
)
 
(3,009
)
 
(1,658
)
Total
2013
  
$
20,598

 
$
3,288

 
$
2,591

 
$
63,512

 
$
12,332

 
$
9,520

 
2012
  
20,194

 
3,187

 
2,433

 
63,468

 
9,880

 
7,104


 
4. Goodwill and Other Intangible Assets

Goodwill as of March 31, 2013, is allocated by reportable segment as follows (amounts in millions):
 
Beauty
Grooming
Health Care
Fabric Care and Home Care
Baby Care and Family Care
Corporate
Total Company
GOODWILL at June 30, 2012
$
16,429

$
20,680

$
8,339

$
6,557

$
1,459

$
309

$
53,773

Acquisitions and divestitures
(29
)
(38
)
638

(10
)
460


1,021

Translation and other
101

100

35

19

18


273

GOODWILL at March 31, 2013
$
16,501

$
20,742

$
9,012

$
6,566

$
1,937

$
309

$
55,067


In October 2012, the Company acquired our partner's interest in a joint venture in Iberia that operates in our Baby Care and Family Care and Health Care reportable segments.  The acquisition price for the partner's interest was $1.1 billion and the transaction was accounted for as a business combination.  The total enterprise value of $1.9 billion was allocated primarily to indefinite-lived intangible assets of $0.2 billion, defined-life intangible assets of $0.9 billion and goodwill of $1.1 billion. These were offset somewhat by $0.3 billion of deferred tax liabilities on the intangibles. The Company recognized a $0.6 billion holding gain on its previously held investment, which was included in other non-operating income, net in the Consolidated Statement of Earnings for the quarter ended December 31, 2012.  Goodwill also increased from June 30, 2012 due to currency translation across all reportable segments.

Identifiable intangible assets as of March 31, 2013, are comprised of (amounts in millions):

 
Gross Carrying Amount
 
Accumulated Amortization
Amortizable intangible assets with determinable lives
$
9,955

  
$
5,066

Intangible assets with indefinite lives
26,850

  

Total identifiable intangible assets
$
36,805

  
$
5,066



7



Amortizable intangible assets consist principally of brands, patents, technology and customer relationships. The intangible assets with indefinite lives consist primarily of brands.

The amortization of intangible assets for the three months ended March 31, 2013 and 2012 was $136 million and $122 million, respectively. For the nine months ended March 31, 2013 and 2012, the amortization of intangibles was $389 million and $373 million, respectively.


5. Share-Based Compensation

Pursuant to applicable accounting guidance for share-based payments, companies must recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards.

Total share-based compensation for the three months and nine months ended March 31, 2013 and 2012 are summarized in the following table (amounts in millions):
 
Three Months Ended March 31
 
Nine Months Ended March 31
 
2013
 
2012
 
2013
 
2012
Share-Based Compensation
 
 
 
 
 
 
 
Stock options
$
66

  
$
86

 
$
183

  
$
224

Other share-based awards
30

  
23

 
67

  
53

Total share-based compensation
$
96

  
$
109

 
$
250

  
$
277


Assumptions utilized in the model are evaluated and revised, as necessary, to reflect market conditions and experience.

6. Postretirement Benefits

The Company offers various postretirement benefits to its employees.

The components of net periodic benefit cost for defined benefit plans are as follows:
 
 
Pension Benefits
 
Other Retiree Benefits
 
Three Months Ended March 31
 
Three Months Ended March 31
Amounts in millions
2013
 
2012
 
2013
 
2012
Service cost
$
76

 
$
62

 
$
48

 
$
35

Interest cost
140

 
149

 
65

 
69

Expected return on plan assets
(146
)
 
(140
)
 
(95
)
 
(109
)
Amortization of deferred amounts
4

 
6

 
(5
)
 
(5
)
Recognized net actuarial loss
55

 
25

 
49

 
25

Settlement loss
2

 

 

 

Gross benefit cost
131

 
102

 
62

 
15

Dividends on ESOP preferred stock

 

 
(17
)
 
(19
)
Net periodic benefit cost (credit)
$
131

 
$
102

 
$
45

 
$
(4
)
  

8



 
Pension Benefits
 
Other Retiree Benefits
 
Nine Months Ended
March 31
 
Nine Months Ended
March 31
Amounts in millions
2013
 
2012
 
2013
 
2012
Service cost
$
226

 
$
192

 
$
143

 
$
106

Interest cost
421

 
458

 
195

 
207

Expected return on plan assets
(442
)
 
(428
)
 
(286
)
 
(325
)
Amortization of deferred amounts
13

 
17

 
(15
)
 
(15
)
Recognized net actuarial loss
161

 
77

 
149

 
74

Curtailment loss
2

 

 

 

Settlement loss
2

 

 

 

Gross benefit cost
383

 
316

 
186

 
47

Dividends on ESOP preferred stock

 

 
(52
)
 
(56
)
Net periodic benefit cost (credit)
$
383

 
$
316

 
$
134

 
$
(9
)

For the year ending June 30, 2013, the expected return on plan assets is 7.4% and 8.3% for pensions and other retiree benefit plans, respectively. The return for pension plans is the same as prior year and the return for other retiree benefit plans was reduced from 9.2% in the prior year.

7. 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.

For details on the Company’s risk management activities and fair value measurement policies under the fair value hierarchy, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

Fair Value Hierarchy
The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.

The following table sets forth the Company’s financial assets and liabilities as of March 31, 2013 and June 30, 2012 that are measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy:
 

9



 
Level 1
 
Level 2
 
Level 3
 
Total
Amounts in millions
March 31, 2013
 
June 30, 2012
 
March 31, 2013
 
June 30, 2012
 
March 31, 2013
 
June 30, 2012
 
March 31, 2013
 
June 30, 2012
Assets recorded at fair value:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government securities
$

 
$

 
$
1,509

 
$

 
$

 
$

 
$
1,509

 
$

Other investments
14

  
9

  

  

 
25

  
24

  
39

  
33

Derivatives relating to:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency hedges

 

 
140

 

 

 

 
140

 

Other foreign currency instruments (1)

  

  
35

  
86

  

  

  
35

  
86

Interest rates

  

  
260

  
298

  

  

  
260

  
298

Net investment hedges

  

  
251

  
32

  

  

  
251

  
32

Commodities

  

  

  
3

  

  

  

  
3

Total assets recorded at fair value (2)
14

  
9

  
2,195

  
419

  
25

  
24

  
2,234

  
452

Liabilities recorded at fair value:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives relating to:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency hedges

  

  

  
142

  

  

  

  
142

Other foreign currency instruments (1)

  

  
90

  
23

  

  

  
90

  
23

Net investment hedges

  

  

  
19

  

  

  

  
19

Commodities

  

  
1

  
2

  

  

  
1

  
2

Liabilities recorded at fair value (3)

  

  
91

  
186

  

  

  
91

  
186

Liabilities not recorded at fair value:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt instruments (4)
23,246

 
25,829

 
3,045

 
2,119

 

 

 
26,291

 
27,948

Total liabilities recorded and not recorded at fair value
$
23,246

 
$
25,829

 
$
3,136

 
$
2,305

 
$

 
$

 
$
26,382

 
$
28,134


(1) 
Other foreign currency instruments are comprised of foreign currency financial instruments that do not qualify as hedges.
(2) 
Investment securities and all derivative assets are presented in prepaid expenses and other current assets and other noncurrent assets. The amortized cost of the U.S. government securities was $1,504 and $0 as of March 31, 2013 and June 30, 2012, respectively. All U.S. government securities have contractual maturities between one and five years.
(3) 
All liabilities are presented in accrued and other liabilities or other noncurrent liabilities.
(4) 
Long-term debt includes the current portion ($2,513 and $4,095 as of March 31, 2013 and June 30, 2012, respectively) of debt instruments. Long term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes. Fair values are generally estimated based on quoted market prices for identical or similar instruments.

The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. During the three months ended September 30, 2012, the Company transferred long-term debt instruments with a fair value of $455 million from Level 1 to Level 2. The transferred instruments represent the Company's investment in industrial development bonds which are infrequently traded in an observable market. There were no additional transfers between levels during the periods presented. Also, there was no significant activity within the Level 3 assets and liabilities during the periods presented and there were no assets or liabilities that were remeasured at fair value on a non-recurring basis for the period ended March 31, 2013.
 
Certain of the Company’s financial instruments used in hedging transactions are governed by industry standard netting agreements with counterparties. If the Company’s credit rating were to fall below the levels stipulated in the agreements, the counterparties could demand either collateralization or termination of the arrangement. The aggregate fair value of the instruments covered by these contractual features that are in a net liability position as of March 31, 2013 was $47 million. The Company has never been required to post any collateral as a result of these contractual features.

Disclosures about Derivative Instruments
The notional amounts and fair values of qualifying and non-qualifying financial instruments used in hedging transactions as of March 31, 2013 and June 30, 2012 are as follows:
 

10



 
Notional Amount
 
Fair Value Asset (Liability)
Amounts in Millions
March 31, 2013
 
June 30, 2012
 
March 31, 2013
 
June 30, 2012
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
Interest rate contracts
$

 
$

  
$

 
$

Foreign currency contracts
951

 
831

  
140

 
(142
)
Total
951

 
831

  
140

 
(142
)
Derivatives in Fair Value Hedging Relationships
 
 
 
 
 
 
 
Interest rate contracts
9,057

 
10,747

 
260

 
298

Derivatives in Net Investment Hedging Relationships
 
 
 
 
 
 
 
Net investment hedges
1,688

 
1,768

 
251

 
13

Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
Foreign currency contracts
9,204

 
13,210

 
(55
)
 
63

Commodity contracts
24

 
125

 
(1
)
 
1

Total
$
9,228

 
$
13,335

 
$
(56
)
 
$
64



 
Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)
Amounts in Millions
March 31, 2013
 
June 30, 2012
Derivatives in Cash Flow Hedging Relationships
 
 
 
Interest rate contracts
$
8

 
$
11

Foreign currency contracts
26

 
22

Total
$
34

 
$
33

Derivatives in Net Investment Hedging Relationships
 
 
 
Net investment hedges
$
156

 
$
6


The effective portion of gains and losses on derivative instruments that was recognized in other comprehensive income (OCI) during the nine months ended March 31, 2013 and 2012, was not material. During the next 12 months, the amount of the March 31, 2013 accumulated OCI balance that will be reclassified to earnings is expected to be immaterial.

The amounts of gains and losses on qualifying and non-qualifying financial instruments used in hedging transactions for the three and nine months ended March 31, 2013 and 2012 are as follows:
 

11



 
Amount of Gain (Loss) Reclassified from Accumulated OCI into  Income (1)
 
Three Months Ended March 31
 
Nine Months Ended March 31
Amounts in Millions
2013
 
2012
 
2013
 
2012
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
Interest rate contracts
$
2

 
$
2

 
$
5

 
$
5

Foreign currency contracts
82

 
60

 
170

 
33

Commodity contracts

 
2

 

 
3

Total
$
84

 
$
64

 
$
175

 
$
41

 
 
 
 
 
 
 
 
 
Amount of Gain (Loss) Recognized in Income
 
Three Months Ended March 31
 
Nine Months Ended March 31
Amounts in Millions
2013
 
2012
 
2013
 
2012
Derivatives in Fair Value Hedging Relationships (2)

 
 
 
 
 
 
 
Interest rate contracts
$
(64
)
 
$
(19
)
 
$
(39
)
 
$
93

Debt
64

 
17

 
43

 
(97
)
Total

 
(2
)
 
4

`
(4
)
Derivatives in Net Investment Hedging Relationships (2)
 
 
 
 
 
 
 
Net investment hedges

 
9

 
(1
)
 
1

Derivatives Not Designated as Hedging Instruments (3)
 
 
 
 
 
 
 
Foreign currency contracts (4)
(209
)
 
168

 
17

 
(823
)
Commodity contracts

 
2

 

 
1

Total
$
(209
)
 
$
170

 
$
17

 
$
(822
)

(1) 
The gain or loss on the effective portion of cash flow hedging relationships is reclassified from accumulated OCI 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, foreign currency contracts in selling, general and administrative expense and interest expense and commodity contracts in cost of products sold.
(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 contracts not designated as hedging instruments is included in the Consolidated Statements of Earnings as follows: foreign currency contracts in selling, general and administrative expense and commodity contracts in cost of products sold.
(4)
The gain or loss on non-qualifying foreign currency contracts substantially offsets the foreign currency mark-to-market impact of the related exposure.

8. Accumulated Other Comprehensive Income / (Loss)

The tables below present the changes in accumulated other comprehensive income / (loss) by component and the reclassifications out of accumulated other comprehensive income / (loss).


12



 
Amounts in millions
 
 
 
 
 
 
Changes in Accumulated Other Comprehensive Income / (Loss) by Component (1)
 
 
 
Hedges
Investment Securities
Defined Benefit Retirement Plans
Financial Statement Translation
Total
 
Balance at June 30, 2012
$
(3,673
)
$
(3
)
$
(5,300
)
$
(357
)
$
(9,333
)
 
OCI before reclassifications (2)
385

9

16

604

1,014

 
Amounts reclassified out of AOCI
(173
)

210


37

 
Net current-period OCI
212

9

226

604

1,051

 
Balance at March 31, 2013
$
(3,461
)
$
6

$
(5,074
)
$
247

$
(8,282
)

(1) All amounts are net of tax
(2) Net of tax of $127, $2 and $8 for hedges, investment securities, and defined benefit retirement plans, respectively.

Amounts in millions
 
 
Reclassifications out of Accumulated Other Comprehensive Income
 
Three Months Ended March 31
Nine Months Ended March 31
 
2013
2013
Gains and (losses) on hedges
 
 
Interest rate contracts (3)
$
2

$
5

Foreign exchange contracts (4)
82

170

Total before tax
84

175

Tax (expense) / benefit
(1
)
(2
)
Net of tax
83

173

 
 
 
Defined benefit retirement plan items
 
 
Amortization of deferred amounts (5)
1

2

Recognized net actuarial gains/(losses) (5)
(104
)
(310
)
Curtailments and settlements (5)
(2
)
(4
)
Total before tax
(105
)
(312
)
Tax (expense) / benefit
31

102

Net of tax
(74
)
(210
)
Total reclassifications, net of tax
$
9

$
(37
)

(3) Reclassified from accumulated other comprehensive income into interest expense.
(4) Reclassified from accumulated other comprehensive income into selling, general, and administrative expense and interest expense.
(5) Reclassified from accumulated other comprehensive income into costs of products sold and selling, general, and administrative expense. These components are included in the computation of net periodic pension cost (see Note 6, Postretirement Benefits for additional details).


9. Restructuring Program
The Company has historically incurred an ongoing annual level of restructuring-type activities to maintain a competitive cost structure, including manufacturing and workforce optimization. Before-tax costs incurred under the ongoing program have generally ranged from $250 to $500 million annually. In February and November 2012, the Company made announcements regarding an incremental restructuring program as part of a productivity and cost savings plan to reduce costs in the areas of

13



supply 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 incur in excess of $3.5 billion in before-tax restructuring costs over a five year period (from fiscal 2012 through fiscal 2016), including costs incurred as part of the ongoing and incremental restructuring program. The Company expects to incur approximately 50% of the costs under this plan by the end of fiscal 2013, with the remainder incurred in fiscal years 2014 through 2016.

The restructuring program is being executed across the Company's centralized organization as well as across virtually all of its Market Development Organizations (MDO) and Global Business Units (GBU). The restructuring program plans included an initial net reduction in non-manufacturing overhead personnel of approximately 5,700 by the end of fiscal 2013, which the company surpassed during the quarter ended March 31, 2013. The restructuring program includes plans for a further non-manufacturing overhead personnel reduction of approximately 2% - 4% annually from fiscal 2014 through fiscal 2016. This is being done via the elimination of duplicate work, simplification through the use of technology, and the optimization of the various functional organizations, the number of business units and the Company's global footprint. In addition, the plan includes integration of newly acquired companies and the optimization of the supply chain and other manufacturing processes.

Restructuring costs incurred consist primarily of costs to separate employees and asset-related costs to exit facilities. The Company is also incurring other types of costs as outlined below. For the three-and nine-month periods ended March 31, 2013, the Company incurred charges of $180 million and $772 million, respectively. For the three-and nine-month periods ended March 31, 2013, approximately $110 million and $510 million of these charges were recorded in selling, general and administrative expense, respectively. The remainder is included in cost of products sold. Since the inception of this restructuring program, the Company has incurred charges of $1.8 billion. Approximately $1 billion of these charges were related to separations, $448 million were asset-related, and $358 million were related to other restructuring-type costs.

The following table presents restructuring activity for the nine months ended March 31, 2013:
 
 
 
 
 
 
 
For the Nine Months Ended March 31, 2013
 
 
Amounts in millions
Accrual Balance June 30, 2012
 
 
Charges Previously Reported (Six Months Ended December 31, 2012)
Charges for the Three Months Ended
March 31, 2013
 
Cash Spent
 
Charges Against Assets
 
Accrual Balance March 31, 2013
Separations
$
316

 
 
$
423

$
100

 
$
519

 
$

 
$
320

Asset-Related Costs

 
 
42

28

 


 
70

 

Other Costs
27

 
 
127

52

 
190

 


 
16

Total
$
343

 
 
$
592

$
180

 
$
709

 
$
70

 
$
336

Separation Costs
Employee separation charges for the three-and nine-month periods ended March 31, 2013, relate to severance packages for approximately 690 employees and 3,140 employees, respectively. Separations related to non-manufacturing overhead personnel were approximately 170 and 2,220 for the three and nine months ended March 31, 2013, respectively; these separations occurred primarily in North America and Western Europe. Severance costs related to voluntary separations are generally charged to earnings when the employee accepts the offer. Since its inception, the restructuring program has incurred separation charges related to approximately 6,440 employees, of which approximately 4,470 are non-manufacturing overhead personnel.
 
Asset-Related Costs
Asset-related costs consist of both asset write-downs and accelerated depreciation. Asset write-downs relate to the establishment of a new fair value basis for assets held-for-sale or disposal. These assets were written down to the lower of their current carrying basis or amounts expected to be realized upon disposal, less minor disposal costs. Charges for accelerated depreciation relate to long-lived assets that will be taken out of service prior to the end of their normal service period. These shortened-lived assets relate primarily to manufacturing consolidations and technology standardization. The asset-related charges will not have a significant impact on future depreciation charges.

Other Costs
Other restructuring-type charges are incurred as a direct result of the restructuring program. Such charges primarily include employee relocation related to separations and office consolidations, termination of contracts related to supply chain redesign and the cost to change internal systems and processes to support the underlying organizational changes.

14




Consistent with our historical policies for ongoing restructuring-type activities, the restructuring program charges are funded by and included within Corporate for both management and segment reporting. Accordingly, 100% of the 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.


Amounts in millions
Three Months Ended March 31
 
Nine Months Ended March 31
Beauty
$
17

 
$
106

Grooming
10

 
46

Health Care
27

 
45

Fabric & Home Care
30

 
100

Baby Care and Family Care
22

 
65

Corporate (1)
74

 
410

Total Company
$
180

 
$
772


(1) Corporate includes costs related to allocated overheads, including charges related to our MDO, GBS and Corporate Functions activities.

10. Commitments and Contingencies

Litigation

The Company is subject to various legal proceedings and claims arising out of our business which cover a wide range of matters such as antitrust, trade and other governmental regulations, product liability, patent and trademark matters, advertising, contracts, environmental issues, labor and employment matters and income taxes.

As previously disclosed, the Company has had a number of antitrust matters in Europe. These matters involve a number of other consumer products companies and/or retail customers. The Company’s policy is to comply with all laws and regulations, including all antitrust and competition laws, and to cooperate with investigations by relevant regulatory authorities, which the Company is doing. Competition and antitrust law inquiries often continue for several years and, if violations are found, can result in substantial fines.

In response to the actions of the regulatory authorities, the Company launched its own internal investigations into potential violations of competition laws. The Company identified violations in certain European countries and appropriate actions were taken.

Several regulatory authorities in Europe have issued separate decisions pursuant to their investigations alleging that the Company, along with several other companies, engaged in violations of competition laws in those countries. The Company has accrued the assessed fines for each of the decisions, of which all but $15 million has been paid as of March 31, 2013. Many of those are on appeal. As a result of our initial and on-going analyses of other formal complaints, the Company has accrued liabilities for competition law violations totaling $48 million as of March 31, 2013. While the ultimate resolution of these matters for which we have accrued liabilities may result in fines or costs in excess of the amounts reserved, we do not expect any such incremental losses to materially impact our financial statements in the period in which they are accrued and paid, respectively. The remaining authorities' investigations are in various stages of the regulatory process. For these other remaining competition law matters, we cannot reasonably estimate any additional fines to which the Company may be subject as a result of the investigations. We will continue to monitor developments for all of these investigations and will record additional charges as appropriate.

With respect to other litigation and claims, while considerable uncertainty exists, in the opinion of management and our counsel, the ultimate resolution of the various lawsuits and claims will not materially affect our financial position, results of operations or cash flows.


15



We are also subject to contingencies pursuant to environmental laws and regulations that in the future may require us to take action to correct the effects on the environment of prior manufacturing and waste disposal practices. Based on currently available information, we do not believe the ultimate resolution of environmental remediation will have a material effect on our financial position, results of operations or cash flows.

Income Tax Uncertainties

The Company is present in over 150 taxable jurisdictions and, at any point in time, has 40 – 50 audits underway at various stages of completion. We evaluate our tax positions and establish liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite our belief that the underlying tax positions are fully supportable. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitations. Such adjustments are reflected in the tax provision as appropriate. We have tax years open ranging from 2002 and forward. We are generally not able to reliably estimate the ultimate settlement amounts or timing until the close of the audit. While we do not expect material changes, it is possible that the amount of unrecognized benefit with respect to our uncertain tax positions will significantly increase or decrease within the next 12 months related to audits described above. At this time, we are not able to make a reasonable estimate of the range of impact on the balance of uncertain tax positions or the impact on the effective tax rate related to these items.

Additional information on the Commitments and Contingencies of the Company can be found in Note 10, Commitments and Contingencies, which appears in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012.


11. Discontinued Operations

In May 2012, the Company completed the divestiture of our global Snacks business to The Kellogg Company for $2.7 billion in cash. Under the terms of the agreement, Kellogg acquired our branded snack products, manufacturing facilities in Belgium and the United States and the majority of the employees working on the Snacks business. The Company recorded an after-tax gain on the transaction of $1.4 billion, which was 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 & Pet Care reportable segment. In accordance with the applicable accounting guidance for the disposal of long-lived assets, the results of the Snacks business are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Additionally, as a result of this transaction, the Pet Care business is included in the Fabric Care and Home Care segment.
Following is selected financial information included in net earnings from discontinued operations for the Snacks business:
 
Three Months Ended March 31
 
Nine Months Ended March 31
Amounts in millions
2013
 
2012
 
2013
 
2012
Net sales
$

 
$
350

 
$

 
$
1,128

Earnings from discontinued operations before income taxes

 
56

 

 
199

Income tax expense

 
22

 

 
66

Net earnings from discontinued operations
$

 
$
34

 
$

 
$
133




16



Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: “Management's Discussion and Analysis,” and “Risk Factors.” These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Economic Conditions, Challenges and Risks" and the section titled “Risk Factors” (Part II, Item 1A of this Form 10-Q). We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

The purpose of this Management Discussion and Analysis (MD&A) is to provide an understanding of Procter & Gamble's financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and accompanying notes. MD&A is organized in the following sections:

Overview
Summary of Results
Economic Conditions, Challenges and Risks
Results of Operations – Three and Nine Months Ended March 31, 2013
Business Segment Discussion – Three and Nine Months Ended March 31, 2013
Financial Condition
Reconciliation of Non-GAAP Measures
Throughout MD&A, we refer to measures used by management to evaluate performance, including unit volume growth, net sales and net earnings. We also refer to a number 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 net earnings per share (EPS), free cash flow and free cash flow productivity. Organic sales growth is net sales growth excluding the impacts of foreign exchange, acquisitions and divestitures. Core EPS is a measure of the Company's diluted net earnings per share from continuing operations excluding certain items that are not judged to be part of the Company's sustainable results or trends. Free cash flow is operating cash flow less capital spending. Free cash flow productivity is the ratio of free cash flow to net earnings. We believe these measures provide investors with important information that is useful in understanding our business results and trends. The explanation at the end of MD&A provides more details on the use and the derivation of these measures.
Management also uses certain market share and market consumption estimates to evaluate performance relative to competition despite some limitations on the availability and comparability of share and consumption information. References to market share and market consumption in MD&A are based on a combination of vendor-reported consumption and market size data, as well as internal estimates. All market share references represent the percentage of sales in dollar terms on a constant currency basis of our products, relative to all product sales in the category.

OVERVIEW
We are a global leader in retail goods focused on providing branded consumer packaged goods of superior quality and value to our consumers around the world. Our products are sold in more than 180 countries primarily through mass merchandisers, grocery stores, membership club stores, drug stores, department stores, salons, high-frequency stores and distributors. We continue to expand our presence in other channels, such as perfumeries and e-commerce. We have on-the-ground operations in approximately 75 countries.

Our market environment is highly competitive with global, regional and local competitors. In many of the markets and industry segments in which we sell our products, we compete against other branded products as well as retailers' private-label brands. Additionally, many of the product segments in which we compete are differentiated by price (referred to as super-premium, premium, mid-tier and value-tier products). We are well-positioned in the industry segments and markets in which we operate, often holding a leadership or significant market share position.

17




The table below provides more information about the components of our reportable business segment structure.
Reportable Segment
Categories
Billion Dollar Brands
Beauty
Antiperspirant and Deodorant, Cosmetics, Hair Care, Hair Color, Hair Styling, Personal Cleansing, Prestige Products, Salon Professional, Skin Care
Head & Shoulders, Olay, Pantene, SK-II, Wella
Grooming
Blades and Razors, Electronic Hair Removal Devices, Pre and Post Shave products
Braun, Fusion, Gillette, Mach3
Health Care
Feminine Care, Gastrointestinal, Incontinence, Rapid Diagnostics, Respiratory, Toothbrush, Toothpaste, Other Oral Care, Other Personal Health Care, Vitamins/Minerals/Supplements
Always, Crest, Oral-B, Vicks
Fabric Care and Home Care
Air Care, Bleach and Laundry Additives, Batteries, Dish Care, Fabric Enhancers, Laundry Detergents, Pet Care, Professional, Surface Care
Ace, Ariel, Dawn, Downy, Duracell, Febreze, Gain, Iams, Tide
Baby Care and Family Care
Baby Wipes, Diapers and Pants, Paper Towels, Tissues, Toilet Paper
Bounty, Charmin, Pampers

The following table provides the percentage of net sales and net earnings by reportable business segment for the three months ended March 31, 2013 (excludes net sales and net earnings in Corporate):
 
 
Three Months Ended March 31
 
Net Sales
 
Net Earnings
Beauty
23%
 
19%
Grooming
9%
 
16%
Health Care
16%
 
18%
Fabric Care and Home Care
32%
 
25%
Baby Care and Family Care
20%
 
22%
Total
100%
 
100%

The following table provides the percentage of net sales and net earnings by reportable business segment for the nine months ended March 31, 2013 (excludes net sales and net earnings in Corporate):
 
 
Nine Months Ended March 31
 
Net Sales
 
Net Earnings
Beauty
24%
 
22%
Grooming
9%
 
16%
Health Care
15%
 
16%
Fabric Care and Home Care
32%
 
27%
Baby Care and Family Care
20%
 
19%
Total
100%
 
100%

SUMMARY OF RESULTS
Following are highlights of results for the nine months ended March 31, 2013 versus the nine months ended March 31, 2012:
Net sales were consistent with the prior year at $63.5 billion. Organic sales, which exclude the impacts of acquisitions, divestitures and foreign exchange, were up 2%.
Unit volume increased 1%. Volume grew low single digits for Baby Care and Family Care, Fabric Care and Home Care, and Health Care, and declined low single digits for Beauty and Grooming.
Net earnings attributable to Procter & Gamble were $9.4 billion, an increase of $2.3 billion, or 32% versus the prior year period. This net earnings balance increased $1.8 billion or 25% due to non-core items, primarily including a $623 million after tax current period holding gain resulting from P&G's purchase of the balance of its Baby Care and Feminine Care joint venture in Iberia and a prior year $1.5 billion after tax non-cash goodwill and intangible assets impairment charge

18



associated with the Appliances and Salon Professional businesses, partially offset by a $236 million after tax current period charge from the balance sheet impact of a devaluation of the official foreign exchange rate in Venezuela.
Diluted net earnings per share from continuing operations increased 36% to $3.22. Diluted net earnings per share increased 33% to $3.22. The prior year net earnings per share included $0.05 per share from discontinued operations related to our divested Snacks business.
Core net earnings per share increased 8% to $3.27.
Operating cash flow for the fiscal year to date increased 13% to $10.5 billion. Free cash flow, which is operating cash flow less capital expenditures, was $8.1 billion. Free cash flow productivity, which is the ratio of free cash flow to net earnings, was 85%.
ECONOMIC CONDITIONS, CHALLENGES AND RISKS
Ability to Achieve Business Plans. We are a consumer products company and rely on continued demand for our brands and products. To achieve business goals, we must develop and sell products that appeal to consumers and retail trade customers. Our continued success is dependent on leading-edge innovation with respect to both products and operations, on the continued positive reputations of our brands and on our ability to successfully maintain patent and trademark protection. This means we must be able to obtain patents and trademarks, and respond to technological advances and patents granted to competition. Our success is also dependent on effective sales, advertising and marketing programs. Our ability to innovate and execute in these areas will determine the extent to which we are able to grow existing sales and volume profitably, especially with respect to the product categories and geographic markets (including developing markets) in which we have chosen to focus. There are high levels of competitive activity in the environments in which we operate. To address these challenges, we must respond to competitive factors, including pricing, promotional incentives, trade terms and product initiatives. We must manage each of these factors, as well as maintain mutually beneficial relationships with our key customers, in order to effectively compete and achieve our business plans. As a company that manages a portfolio of consumer brands, our ongoing business model involves a certain level of ongoing acquisition, divestiture and joint venture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against base business objectives. Daily conduct of our business also depends on our ability to maintain key information technology systems, including systems operated by third-party suppliers, and to maintain security over our data.
Cost Pressures. Our costs are subject to fluctuations, particularly due to changes in commodity prices, raw materials, labor costs, foreign exchange and interest rates. Therefore, our success is dependent, in part, on our continued ability to manage these fluctuations through pricing actions, cost savings projects, sourcing decisions and certain hedging transactions, as well as through consistent productivity improvements. We also must manage our debt and currency exposure, especially in certain countries with currency exchange, import authorization and pricing controls, such as Venezuela, China, India, and Argentina. We need to maintain key manufacturing and supply arrangements, including sole supplier and sole manufacturing plant arrangements, and successfully manage any disruptions at Company manufacturing sites. We must implement, achieve and sustain cost improvement plans, including our outsourcing projects and those related to general overhead and workforce optimization. Successfully managing these changes, including identifying, developing and retaining 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 interruption, inflation, deflation, lack of market growth or decreased demand for our products. Our success will depend, in part, on our ability to manage continued global political and/or economic uncertainty, especially in our significant geographic markets. We could also be negatively impacted by a global, regional or national economic crisis, including sovereign risk in the event of a deterioration in the credit worthiness of or a default by local governments, resulting in a disruption of credit markets. Such events could negatively impact our ability to collect receipts due from governments, including refunds of value added taxes, create significant credit risks relative to our local customers and depository institutions, and/or negatively impact our overall liquidity.
Regulatory Environment. Changes in laws, regulations and the related interpretations may alter the environment in which we do business. This includes changes in environmental, competitive and product-related laws, as well as changes in accounting standards and taxation requirements. Our ability to manage regulatory, tax and legal matters (including, but not limited to, product liability, patent, intellectual property, competition law matters and tax policy) and to resolve pending legal matters within current estimates may impact our results.
For more information on risks that could impact our results, refer to Part II, Item 1A "Risk Factors" in this Form 10-Q.


19



RESULTS OF OPERATIONS – Three Months Ended March 31, 2013
The following discussion provides a review of results for the three months ended March 31, 2013 versus the three months ended March 31, 2012.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Consolidated Earnings Information
 
 
Three Months Ended March 31
 
2013
 
2012
 
% CHG
NET SALES
$
20,598

 
$
20,194

 
2
 %
COST OF PRODUCTS SOLD
10,344

 
10,237

 
1
 %
GROSS PROFIT
10,254

 
9,957

 
3
 %
SELLING GENERAL & ADMINISTRATIVE EXPENSE
6,849

 
6,636

 
3
 %
GOODWILL AND INTANGIBLES IMPAIRMENT CHARGES

 
22

 
(100
)%
OPERATING INCOME
3,405

 
3,299

 
3
 %
TOTAL INTEREST EXPENSE
163

 
179

 
(9
)%
OTHER NON-OPERATING INCOME/(EXPENSE), NET
46

 
67

 
(31
)%
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
3,288

 
3,187

 
3
 %
INCOME TAXES ON CONTINUING OPERATIONS
697

 
754

 
(8
)%
NET EARNINGS FROM CONTINUING OPERATIONS
2,591

 
2,433

 
6
 %
NET EARNINGS FROM DISCONTINUED OPERATIONS

 
34

 
(100
)%
NET EARNINGS
2,591

 
2,467

 
5
 %
LESS: NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
25

 
56

 
(55
)%
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
$
2,566

 
$
2,411

 
6
 %
EFFECTIVE TAX RATE ON CONTINUING OPERATIONS
21.2
%
 
23.7
%
 
 
 
 
 
 
 
 
BASIC NET EARNINGS PER COMMON SHARE (1):
 
 
 
 
 
 EARNINGS FROM CONTINUING OPERATIONS
$
0.92

 
$
0.84

 
10
 %
 EARNINGS FROM DISCONTINUED OPERATIONS

 
0.01

 
(100
)%
BASIC NET EARNINGS PER COMMON SHARE
0.92

 
0.85

 
8
 %
DILUTED NET EARNINGS PER COMMON SHARE (1):
 
 
 
 
 
 EARNINGS FROM CONTINUING OPERATIONS
$
0.88

 
$
0.81

 
9
 %
 EARNINGS FROM DISCONTINUED OPERATIONS

 
0.01

 
(100
)%
DILUTED NET EARNINGS PER COMMON SHARE
$
0.88

 
$
0.82

 
7
 %
DIVIDENDS PER COMMON SHARE
$
0.562

 
$
0.525

 
7
 %
AVERAGE DILUTED SHARES OUTSTANDING
2,930.7

 
2,937.8

 
 
(1) Basic net earnings per share and diluted net earnings per share are calculated on net earnings attributable to Procter & Gamble
 
 
 
 
 
 
COMPARISONS AS A % OF NET SALES
 
 
 
 
Basis Pt Chg
GROSS MARGIN
49.8
%
 
49.3
%
 
50

SELLING, GENERAL & ADMINISTRATIVE EXPENSE
33.3
%
 
32.9
%
 
40

OPERATING MARGIN
16.5
%
 
16.3
%
 
20

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
16.0
%
 
15.8
%
 
20

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
12.5
%
 
11.9
%
 
60

 


20



Net Sales

Net sales increased 2% to $20.6 billion for the third quarter on a 2% increase in unit volume versus the prior year period. Health Care grew volume mid-single digits. Baby Care and Family Care and Fabric Care and Home Care volume grew low single digits. Beauty and Grooming volume decreased low single digits. Volume was in line with the prior year period in developed regions and grew mid single digits in developing regions. Price increases added 1% to net sales, primarily executed in prior periods to offset cost increases and devaluing developing market currencies. Unfavorable foreign exchange reduced net sales by 1%. Organic sales grew 3% driven by the unit volume increase and price increases. 

 
Net Sales Change Drivers 2013 vs. 2012 (Three Months Ended March 31)
 
Volume with
Acquisitions
& Divestitures
 
Volume
Excluding
Acquisitions
& Divestitures
 
Foreign
Exchange
 
Price
 
Mix
 
Other*
 
Net Sales
Growth
Beauty
-1
 %
 
-1
 %
 
-1
 %
 
1
%
 
-1
 %
 
0
 %
 
-2
 %
Grooming
-2
 %
 
0
 %
 
-1
 %
 
3
%
 
-1
 %
 
-1
 %
 
-2
 %
Health Care
5
 %
 
5
 %
 
-1
 %
 
1
%
 
2
 %
 
1
 %
 
8
 %
Fabric Care and Home Care
3
 %
 
3
 %
 
-1
 %
 
0
%
 
-2
 %
 
0
 %
 
0
 %
Baby Care and Family Care
2
 %
 
2
 %
 
-1
 %
 
2
%
 
0
 %
 
0
 %
 
3
 %
TOTAL COMPANY
2
 %
 
2
 %
 
-1
 %
 
1
%
 
0
 %
 
0
 %
 
2
 %
Net sales percentage changes are approximations based on quantitative formulas that are consistently applied.
* Other includes the sales mix impact from acquisitions/divestitures and rounding impacts necessary to reconcile volume to net sales.

Operating Costs

Gross margin expanded 50 basis points to 49.8% of net sales for the quarter. The increase in gross margin was driven by a 50 basis point impact from higher pricing and approximately 170 basis point impact from manufacturing cost savings. Gross margin also improved by 30 basis points from a decrease in restructuring spending and by 30 basis points from volume leverage due to the increase in unit volume. Gross margin was negatively impacted by 120 basis points from negative product and geographic mix, behind disproportionate growth in mid-tier products and developing regions, which have lower gross margins than the Company average. Gross margin was also negatively impacted by 70 basis points from innovation and new production capacity start-up costs and by 40 basis points from a combination of foreign exchange and higher commodity costs.

Total selling, general and administrative expenses (SG&A) increased 3% to $6.8 billion, primarily behind an increase in marketing spending and a charge from the balance sheet impact of the devaluation of the official foreign exchange rate in Venezuela (See Foreign Currency Translation - Venezuela Impacts, below). These increases were partially offset by a reduction in restructuring spending and reduced overhead costs as the result of the productivity and cost savings plan. SG&A as a percentage of net sales increased 40 basis points to 33.3% primarily due to the impact of the Venezuela devaluation charge.
 
Non-Operating Costs

Interest expense was $163 million for the quarter, down $16 million versus the prior year period due to lower interest rates on floating rate debt, partially offset by an increase in debt outstanding. Other non-operating income/(expense) decreased $21 million to $46 million.

Income Taxes

The effective tax rate on continuing operations decreased 250 basis points to 21.2%. The current year decline resulted primarily from an 110 basis point tax reduction from the Venezuela currency devaluation and a 150 basis point reduction from reflecting the fiscal year to date impact of the U.S. corporate tax law changes made in early January in the quarter.

Net Earnings

Net earnings from continuing operations increased $158 million or 6% to $2.6 billion for the quarter. The increase was due to the increase in net sales, the 50 basis point gross margin expansion in the current year and the reduction in the effective tax rate,

21



partially offset by the increase in SG&A. Diluted net earnings per share from continuing operations increased 9% to $0.88. Earnings per share grew more than net earnings due to the impact of noncontrolling interests. Diluted net earnings per share from discontinued operations was $0.01 in the prior year period (zero in the current period) from earnings of the divested snacks business. Core net earnings per share increased 5% to $0.99. Core net earnings per share represents diluted net earnings per share from continuing operations excluding the current period charge from the impact of the Venezuela devaluation, incremental restructuring charges in both periods related to our productivity and cost savings plan, and prior year charges for impairments and European legal matters.

Foreign Currency Translation – Venezuela Impacts
Venezuela is a highly inflationary economy under U.S. GAAP. As a result, the U.S. dollar is the functional currency for our subsidiaries in Venezuela. Any currency remeasurement adjustments for non-dollar denominated monetary assets and liabilities held by these subsidiaries and other transactional foreign exchange gains and losses are reflected in earnings.
The Venezuelan government has established one official exchange rate for qualifying dividends, and imported goods and services. That rate was equal to 4.3 Bolivares Fuertes to one U.S. dollar through February 12, 2013. Effective February 13, 2013, the Venezuelan government devalued its currency relative to the U.S. dollar from 4.3 to 6.3. Transactions at the official exchange rate are subject to CADIVI (Venezuela government's Foreign Exchange Administrative Commission). Our overall results in Venezuela are reflected in our Consolidated Financial Statements at the official rate, which is also expected to be applicable to dividend repatriations.
The remeasurement of our local balance sheets in the third fiscal quarter to reflect the impact of the devaluation resulted in an after tax charge of $236 million ($0.08 per share). There will also be an ongoing impact related to measuring our income statement at the new exchange rates. Moving from the 4.3 rate to 6.3 will reduce future total company reported sales by less than 1% on a going basis.  This does not impact our organic sales growth rate, which excludes the impact of foreign currency changes. Versus our existing business plans, the exchange rate change reduced our reported earnings per share by approximately $0.01 in the third fiscal quarter and is expected to reduce fourth quarter results by about $0.02 per share.
In addition to the official exchange rate, there had been a parallel exchange market that was controlled by the Central Bank of Venezuela as the only legal intermediary to execute foreign exchange transactions outside of CADIVI. This was executed at the SITME rate which was approximately 5.3 through February 12, 2013. The notional amount of transactions that ran through this foreign exchange rate for nonessential goods was restrictive, which for us essentially eliminated our ability to access any foreign exchange rate other than the official CADIVI rate to pay for imported goods and/or manage our local monetary asset balances. When the government devalued its currency in February, 2013, it also eliminated the parallel SITME exchange market. In March, 2013, the Venezuelan government announced the establishment of a new currency exchange market that will also be administered by the Central Bank of Venezuela as the only legal intermediary to execute foreign exchange transactions outside of CADIVI. This will be referred to as the SICAD rate and be executed through an auction process. As of March 31, 2013, there had been one SICAD auction executed but there is no official information available on the details or planned frequency of the auction process or the underlying auction rates.
As of March 31, 2013, we had net monetary assets denominated in local currency of $957 million. Local currency balances increased approximately 20% since June 30, 2012 due to a slow-down by the government in the exchange of funds requested by us through CADIVI and an increase in the net amount of indirect value added taxes (VAT) receivable from the government from goods receipts and shipments. This local currency increase was offset by the impacts of the February 2013 devaluation. Prior to the February 2013 devaluation, a portion of our net monetary assets denominated in local currency ($333 million as of December 31, 2012) was remeasured using the SITME rate because we planned to use that amount of the net assets (largely cash) to satisfy U.S. dollar denominated liabilities that do not qualify for official rate dollars. The remaining net monetary asset balances had been reflected within our Consolidated Financial Statements at the 4.3 official exchange rate. However, as noted in the preceding paragraph, the parallel SITME market was eliminated at the time of the February 2013 devaluation, and there is no information available on the details or planned frequency of the SICAD mechanism. Accordingly, all of our net monetary assets are measured at the official 6.3 exchange rate at March 31, 2013.
Finally, the Venezuelan government enacted a price control law during the second half of fiscal 2012 that negatively impacted the net selling prices of certain products sold in Venezuela. Fiscal year to date, the impact of this law was not significant.
Depending on the ultimate transparency and liquidity of the SICAD market, it is possible that we may remeasure a portion of our net monetary balances (the amount of the net assets needed to satisfy U.S. dollar denominated liabilities that do not qualify for official rate dollars-$313 million as of March 31, 2013) at the SICAD rate. This would result in an additional devaluation charge. Over time, we intend to restore the sales and profit to levels achieved prior to the devaluation. However, our ability to do so will be impacted by several factors. These include the Company's ability to mitigate the effect of the recently enacted

22



price controls, any potential future devaluation, any further Venezuelan government price or exchange controls, economic conditions, and the availability of raw materials and utilities. In addition, depending on the future availability of U.S. dollars at the official rate, our local U.S. dollar needs, our overall repatriation plans, the creditworthiness of the local depository institutions and other creditors and our ability to collect amounts due from customers and the government, including VAT receivables, we may have exposure for our local monetary assets. We also have devaluation exposure for the differential between the current and potential future official and parallel exchange rates.


.



23



RESULTS OF OPERATIONS – Nine Months Ended March 31, 2013
The following discussion provides a review of results for the nine months ended March 31, 2013 versus the nine months ended March 31, 2012.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Consolidated Earnings Information
 
 
Nine Months Ended March 31
 
2013
 
2012
 
% CHG
NET SALES
$
63,512

 
$
63,468

 
 %
COST OF PRODUCTS SOLD
31,574

 
31,894

 
(1
)%
GROSS PROFIT
31,938

 
31,574

 
1
 %
SELLING GENERAL & ADMINISTRATIVE EXPENSE
20,090

 
19,769

 
2
 %
GOODWILL AND INTANGIBLES IMPAIRMENT CHARGES

 
1,576

 
(100
)%
OPERATING INCOME
11,848

 
10,229

 
16
 %
TOTAL INTEREST EXPENSE
504

 
587

 
(14
)%
OTHER NON-OPERATING INCOME/(EXPENSE), NET
988

 
238