10-Q 1 fy1415q3jfm10-qreport.htm 10-Q FY1415 Q3 JFM 10-Q 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, 2015
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 2,712,995,590 shares of Common Stock outstanding as of March 31, 2015.



PART I. FINANCIAL INFORMATION 
Item 1.
Financial Statements


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
2015
 
2014
 
2015
 
2014
NET SALES
$
18,142

 
$
19,641

 
$
58,489

 
$
60,914

Cost of products sold
9,327

 
10,040

 
29,619

 
30,722

Selling, general and administrative expense
5,680

 
6,295

 
18,010

 
18,614

OPERATING INCOME
3,135

 
3,306

 
10,860

 
11,578

Interest expense
149

 
180

 
479

 
531

Interest income
38

 
29

 
103

 
73

Other non-operating income, net
53

 
20

 
93

 
68

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
3,077

 
3,175

 
10,577

 
11,188

Income taxes on continuing operations
602

 
644

 
2,287

 
2,426

NET EARNINGS FROM CONTINUING OPERATIONS
2,475

 
2,531

 
8,290

 
8,762

NET EARNINGS/(LOSS) FROM DISCONTINUED OPERATIONS
(287
)
 
105

 
(1,684
)
 
403

NET EARNINGS
2,188

 
2,636

 
6,606

 
9,165

Less: Net earnings attributable to noncontrolling interests
35

 
27

 
91

 
101

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
$
2,153

 
$
2,609

 
$
6,515

 
$
9,064

 
 
 
 
 
 
 
 
BASIC NET EARNINGS PER COMMON SHARE (1):
 
 
 
 
 
 
 
Earnings from continuing operations
$
0.88

 
$
0.90

 
$
2.96

 
$
3.12

Earnings/(loss) from discontinued operations
(0.11
)
 
0.04

 
(0.63
)
 
0.14

BASIC NET EARNINGS PER COMMON SHARE
0.77

 
0.94

 
2.33

 
3.26

DILUTED NET EARNINGS PER COMMON SHARE (1):
 
 
 
 
 
 
 
Earnings from continuing operations
$
0.85

 
$
0.87

 
$
2.84

 
$
2.99

Earnings/(loss) from discontinued operations
(0.10
)
 
0.03

 
(0.58
)
 
0.13

DILUTED NET EARNINGS PER COMMON SHARE
0.75

 
0.90

 
2.26

 
3.12

DIVIDENDS PER COMMON SHARE
$
0.644

 
$
0.602

 
$
1.931

 
$
1.805

Diluted Weighted Average Common Shares Outstanding
2,882.5

 
2,894.1

 
2,885.3

 
2,908.9


(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.



THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

 
Three Months Ended March 31
 
Nine Months Ended March 31
Amounts in millions
2015
 
2014
 
2015
 
2014
NET EARNINGS
$
2,188

 
$
2,636

 
$
6,606

 
$
9,165

OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
 
 
 
 
 
 
 
Financial statement translation
(3,696
)
 
(316
)
 
(8,623
)
 
1,164

Hedges
780

 
(12
)
 
1,553

 
(322
)
Investment securities
28

 
(1
)
 
26

 
(2
)
Defined benefit retirement plans
354

 
60

 
855

 
24

TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
(2,534
)
 
(269
)
 
(6,189
)
 
864

TOTAL COMPREHENSIVE INCOME/(LOSS)
(346
)
 
2,367

 
417

 
10,029

Less: Total comprehensive income attributable to noncontrolling interests
35

 
26

 
91

 
111

TOTAL COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO PROCTER & GAMBLE
$
(381
)
 
$
2,341

 
$
326

 
$
9,918


See accompanying Notes to Consolidated Financial Statements.





THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
Amounts in millions
 
 
 
 
March 31, 2015
 
June 30, 2014
ASSETS
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
$
8,374

 
$
8,558

Available-for-sale investment securities
 
 
 
 
4,786

 
2,128

Accounts receivable
 
 
 
 
4,990

 
6,386

Inventories
 
 
 
 
 
 
 
Materials and supplies
 
 
 
 
1,536

 
1,742

Work in process
 
 
 
 
585

 
684

Finished goods
 
 
 
 
3,772

 
4,333

Total inventories
 
 
 
 
5,893

 
6,759

Deferred income taxes
 
 
 
 
820

 
1,092

Prepaid expenses and other current assets
 
 
 
 
3,067

 
3,845

Assets held for sale
 
 
 
 
3,632

 
2,849

TOTAL CURRENT ASSETS
 
 
 
 
31,562

 
31,617

PROPERTY, PLANT AND EQUIPMENT, NET
 
 
 
 
20,043

 
22,304

GOODWILL
 
 
 
 
46,856

 
53,704

TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET
 
 
 
 
26,908

 
30,843

OTHER NONCURRENT ASSETS
 
 
 
 
5,568

 
5,798

TOTAL ASSETS
 
 
 
 
$
130,937

 
$
144,266

 
 
 
 
 
 

 
 

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
Accounts payable
 
 
 
 
$
7,285

 
$
8,461

Accrued and other liabilities
 
 
 
 
8,406

 
8,999

Liabilities held for sale
 
 
 
 
1,115

 
660

Debt due within one year
 
 
 
 
15,075

 
15,606

TOTAL CURRENT LIABILITIES
 
 
 
 
31,881

 
33,726

LONG-TERM DEBT
 
 
 
 
17,364

 
19,811

DEFERRED INCOME TAXES
 
 
 
 
9,808

 
10,218

OTHER NONCURRENT LIABILITIES
 
 
 
 
8,504

 
10,535

TOTAL LIABILITIES
 
 
 
 
67,557

 
74,290

SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
1,086

 
1,111

Common stock – shares issued –
March 2015
 
4,009.2

 
 
 
 
 
June 2014
 
4,009.2

 
4,009

 
4,009

Additional paid-in capital
 
 
 
 
63,841

 
63,911

Reserve for ESOP debt retirement
 
 
 
 
(1,319
)
 
(1,340
)
Accumulated other comprehensive income/(loss)
 
 
 
 
(13,851
)
 
(7,662
)
Treasury stock
 
 
 
 
(77,190
)
 
(75,805
)
Retained earnings
 
 
 
 
86,157

 
84,990

Noncontrolling interest
 
 
 
 
647

 
762

TOTAL SHAREHOLDERS’ EQUITY
 
 
 
 
63,380

 
69,976

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
$
130,937

 
$
144,266


See accompanying Notes to Consolidated Financial Statements.



THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
Nine Months Ended March 31
Amounts in millions
 
2015
 
2014
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
 
$
8,558

 
$
5,947

OPERATING ACTIVITIES
 
 
 
 
Net earnings
 
6,606

 
9,165

Depreciation and amortization
 
2,326

 
2,317

Share-based compensation expense
 
231

 
247

Deferred income taxes
 
(135
)
 
(90
)
Gain on sale of businesses
 
(319
)
 
(17
)
Goodwill and indefinite-lived intangible asset impairment charges
 
2,021

 

Changes in:
 
 
 
 
Accounts receivable
 
308

 
150

Inventories
 
(190
)
 
(355
)
Accounts payable, accrued and other liabilities
 
146

 
(1,160
)
Other operating assets and liabilities
 
(823
)
 
(1,005
)
Other
 
449

 
200

TOTAL OPERATING ACTIVITIES
 
10,620

 
9,452

INVESTING ACTIVITIES
 
 
 
 
Capital expenditures
 
(2,462
)
 
(2,607
)
Proceeds from asset sales
 
3,715

 
67

Acquisitions, net of cash acquired
 
(119
)
 
3

Purchases of available-for-sale investment securities
 
(2,897
)
 

Proceeds from sales of available-for-sale investment securities
 
256

 

Change in other investments
 
(203
)
 
(161
)
TOTAL INVESTING ACTIVITIES
 
(1,710
)
 
(2,698
)
FINANCING ACTIVITIES
 
 
 
 
Dividends to shareholders
 
(5,416
)
 
(5,097
)
Change in short-term debt
 
(141
)
 
2,259

Additions to long-term debt
 
1,188

 
4,268

Reductions of long-term debt
 
(2,684
)
 
(1,992
)
Treasury stock purchases
 
(4,254
)
 
(5,505
)
Impact of stock options and other
 
2,664

 
1,544

TOTAL FINANCING ACTIVITIES
 
(8,643
)
 
(4,523
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 
(451
)
 
4

CHANGE IN CASH AND CASH EQUIVALENTS
 
(184
)
 
2,235

CASH AND CASH EQUIVALENTS, END OF PERIOD
 
$
8,374

 
$
8,182


See accompanying Notes to Consolidated Financial Statements.
 





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

1. Basis of Presentation

These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014. In the opinion of management, the accompanying unaudited Consolidated Financial Statements of The Procter & Gamble Company and subsidiaries (the "Company," "Procter & Gamble," "P&G," "we," or "our") contain all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods reported. However, the results of operations included in such financial statements may not necessarily be indicative of annual results.

2. New Accounting Pronouncements and Policies

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." This guidance outlines a single, comprehensive model for accounting for revenue from contracts with customers. We will adopt the standard on July 1, 2017. We are still evaluating the impact, if any, that the standard will have on our financial statements.

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

As discussed in Note 11, the Pet Care and Batteries businesses are presented as discontinued operations and are excluded from segment results for all periods presented.

Following is a summary of segment results:
 
 
 
Three Months Ended March 31
 
Nine Months Ended March 31
 
 
 
Net Sales
 
Earnings/(Loss) from Continuing Operations Before Income Taxes
 
Net Earnings/(Loss) from Continuing Operations
 
Net Sales
 
Earnings/(Loss) from Continuing Operations Before Income Taxes
 
Net Earnings/(Loss) from Continuing Operations
Beauty, Hair and Personal Care
2015
  
$
4,172

 
$
694

 
$
516

 
$
13,991

 
$
2,709

 
$
2,089

 
2014
  
4,691

 
800

 
624

 
14,878

 
2,869

 
2,241

Grooming
2015
  
1,801

 
603

 
456

 
5,749

 
1,937

 
1,466

 
2014
  
1,863

 
613

 
463

 
5,937

 
1,944

 
1,469

Health Care
2015
  
1,909

 
462

 
303

 
6,008

 
1,435

 
994

 
2014
  
1,938

 
398

 
270

 
5,985

 
1,307

 
909

Fabric Care and Home Care
2015
  
5,248

 
937

 
594

 
16,956

 
3,101

 
2,019

 
2014
  
5,775

 
964

 
619

 
17,807

 
3,295

 
2,153

Baby, Feminine and Family Care
2015
  
4,890

 
1,011

 
691

 
15,429

 
3,330

 
2,276

 
2014
  
5,177

 
1,065

 
725

 
15,747

 
3,246

 
2,215

Corporate
2015
  
122

 
(630
)
 
(85
)
 
356

 
(1,935
)
 
(554
)
 
2014
  
197

 
(665
)
 
(170
)
 
560

 
(1,473
)
 
(225
)
Total Company
2015
  
$
18,142

 
$
3,077

 
$
2,475

 
$
58,489

 
$
10,577

 
$
8,290

 
2014
  
19,641

 
3,175

 
2,531

 
60,914

 
11,188

 
8,762


 

Amounts in millions of dollars unless otherwise specified.


4. Goodwill and Other Intangible Assets

Goodwill is allocated by reportable segment as follows:
 
Beauty, Hair and Personal Care
 
Grooming
 
Health Care
 
Fabric Care and Home Care
 
Baby, Feminine and Family Care
 
Corporate
 
Total Company
GOODWILL at June 30, 2014
$
17,040

 
$
20,939

 
$
6,280

 
$
1,981

 
$
4,910

 
$
2,554

 
$
53,704

Acquisitions, divestitures and discontinued operations (1)

 

 
(6
)
 
(2
)
 

 
(2,505
)
 
(2,513
)
Translation and other
(1,744
)
 
(1,545
)
 
(464
)
 
(117
)
 
(416
)
 
(49
)
 
(4,335
)
GOODWILL at March 31, 2015
$
15,296

 
$
19,394

 
$
5,810

 
$
1,862

 
$
4,494

 
$

 
$
46,856

(1) 
Includes $1.9 billion of impairment charges related to the Batteries business which is included in discontinued operations (see Note 11).

During the quarter ended September 30, 2014, we determined that the estimated fair value of our Batteries reporting unit was less than its carrying amount. The underlying fair value assessment was triggered by an agreement that was reached in the quarter to sell the China-based battery joint venture and a related decision to pursue options to exit the remainder of the Batteries business. As previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2014, the results of our annual goodwill impairment testing during fiscal 2014 indicated a decline in the fair value of the Batteries reporting unit due to lower long-term market growth assumptions in certain key geographies. At that time, the estimated fair value of Batteries continued to exceed its underlying carrying value, but the fair value cushion had been reduced to about 5%. The agreement during the quarter ended September 30, 2014 to sell the China-based battery joint venture was at a transaction value that was below the earnings multiple implied from the prior valuation of our Batteries business, which effectively eliminated our fair value cushion. As a result, the remaining business unit cash flows no longer supported the remaining carrying amount of the Batteries business. Due largely to these factors, we recorded a non-cash, before and after-tax impairment charge of $863 in the quarter ended September 30, 2014 to reduce the carrying amount of goodwill for the Batteries business unit to its estimated fair value. These same factors resulted in a decline in the fair value of our Duracell trade name intangible asset below its carrying value. This resulted in a non-cash, before-tax impairment charge of $110 ($69 after tax) to reduce the carrying amount of this asset to its estimated fair value. Both of these charges were reclassified to discontinued operations during the quarter ended December 31, 2014.

In November 2014, the Company reached an agreement to divest the Batteries business via a split transaction in an exchange of a recapitalized Duracell Company for Berkshire Hathaway's (BH) shares of P&G stock (see Note 11). Based on the terms of the agreement and the value of BH's shares of P&G stock, the Company recorded a non-cash, before and after-tax impairment charge of $740 as part of discontinued operations during the quarter ended December 31, 2014 to adjust Duracell goodwill based on the expected transaction value at that time. As of March 31, 2015, the value of the shares to be received had declined versus the initially expected transaction value. The Company recorded an additional before and after-tax impairment charge of $308 as part of discontinued operations to reflect this decline. The remaining Batteries goodwill at March 31, 2015 is reported in Assets held for sale in the Consolidated Balance Sheets.

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, we recorded goodwill impairment charges during fiscal 2012 and 2013 in our Appliances business, which is included in the Grooming reportable segment. The most recent impairment charge in fiscal 2013, which also included an impairment of the Braun trade name intangible asset, was driven by the devaluation of the currency in Japan, a key country that generates a significant portion of the earnings of the Appliances business. While the recent underlying business results of the Appliances business have equaled or exceeded the projections used in the fiscal 2013 and 2014 impairment valuations, the currency in Japan has continued to devalue relative to the currencies in which the related assets are recorded. The estimated fair value of the Appliances business still exceeds the underlying carrying value, but as a result of the continued Japan currency devaluation, the fair value cushion has been reduced to approximately 5%.

The test to evaluate goodwill for impairment is a two-step process. In the first step, we compare the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit is less than its carrying value, we perform a second step to determine the implied fair value of the reporting unit's goodwill. The second step of the impairment analysis requires a valuation of a reporting unit's tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the resulting implied fair value of the reporting unit's goodwill is less than its carrying value, that difference represents an impairment. The impairment charges for the Batteries business are included in discontinued operations, along with the underlying Batteries business results.


Amounts in millions of dollars unless otherwise specified.


The business unit valuations used to test goodwill and intangible assets for impairment are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, overall category growth rates, competitive activities, cost containment and margin expansion and Company business plans.  We believe these estimates and assumptions are reasonable. The impairment analysis for the Batteries business and the related impairment charges in the quarters ended December 31, 2014 and March 31, 2015 also considered the structure and value of the divestiture agreement with BH. The final transaction value will depend on the value of BH's shares of the Company as of the closing date, which is expected to occur by the end of calendar 2015. Accordingly, if the value of such shares declines further before the closing date, we may need to record additional non-cash impairment charges as part of discontinued operations in the future.

In addition to the discontinued operations impacts, goodwill decreased from June 30, 2014 due to currency translation across all reportable segments.

Identifiable intangible assets at March 31, 2015 are comprised of:
 
Gross Carrying Amount
 
Accumulated Amortization
Intangible assets with determinable lives
$
8,393

  
$
(5,016
)
Intangible assets with indefinite lives
23,531

  

Total identifiable intangible assets
$
31,924

  
$
(5,016
)

Intangible assets with determinable lives consist 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, 2015 and 2014 was $113 and $126, respectively. For the nine months ended March 31, 2015 and 2014, the amortization of intangibles was $348 and $389, respectively.

5. Share-Based Compensation and Postretirement Benefits

Total share-based compensation expense for the three months ended March 31, 2015 and 2014 was $72 and $94, respectively. Total share-based compensation expense for the nine months ended March 31, 2015 and 2014 was $222 and $247, respectively.

The Company offers various postretirement benefits to its employees. The total net periodic benefit cost for pension benefits for the three months ended March 31, 2015 and 2014 was $105 and $108, respectively. The total net periodic benefit cost for pension benefits for the nine months ended March 31, 2015 and 2014 was $333 and $319, respectively. The total net periodic benefit cost for other retiree benefits for the three months ended March 31, 2015 and 2014 was $4 and $13, respectively. The total net periodic benefit cost for other retiree benefits for the nine months ended March 31, 2015 and 2014 was $14 and $40, respectively. The components of the total net periodic benefit cost for both pension benefits and other retiree benefits for those interim periods, on an annualized basis, do not differ materially from the amounts disclosed in the Annual Report on Form 10-K for the fiscal year ended June 30, 2014.

6. 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.

The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. There were no transfers between levels during the periods presented. Also, there was no significant activity within the Level 3 assets and liabilities during the periods presented. Except for the impairment charges related to our Batteries business (see Note 4), there were no assets or liabilities that were remeasured at fair value on a non-recurring basis for the period ended March 31, 2015.

The following table sets forth the Company’s financial assets as of March 31, 2015 and June 30, 2014 that are measured at fair value on a recurring basis during the period:
 

Amounts in millions of dollars unless otherwise specified.


 
 
Fair Value Asset
 
 
March 31, 2015
 
June 30, 2014
Investments
 
 
 
 
U.S. government securities
  
$
3,494

 
$
1,631

Corporate bond securities
 
1,292

 
497

Other investments
 
28

 
30

Total
 
$
4,814

 
$
2,158


Investment securities are presented in Available-for-sale investment securities and Other noncurrent assets. The amortized cost of U.S. government securities with maturities less than one year was $700 as of March 31, 2015 and $0 as of June 30, 2014. The amortized cost of U.S. government securities with maturities between one and five years was $2,788 as of March 31, 2015 and $1,649 as of June 30, 2014. The amortized cost of Corporate bond securities with maturities of less than a year was $202 as of March 31, 2015 and $39 as of June 30, 2014. The amortized cost of Corporate bond securities with maturities between one and five years was $1,088 as of March 31, 2015 and $458 as of June 30, 2014. The Company's investments measured at fair value are generally classified as Level 2 within the fair value hierarchy. There are no material investment balances classified as either Level 1 or Level 3 within the fair value hierarchy. Fair values are generally estimated based upon quoted market prices for similar instruments.

The fair value of long-term debt was $23,692 and $26,429 at March 31, 2015 and June 30, 2014, respectively. This includes the current portion ($3,616 and $4,400 as of March 31, 2015 and June 30, 2014, 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. Long-term debt with fair value of $2,216 and $1,682 at March 31, 2015 and June 30, 2014, respectively, is classified as Level 2 within the fair value hierarchy. All remaining long-term debt is classified as Level 1 within the fair value hierarchy. Fair values are generally estimated based on quoted market prices for identical or similar instruments.

The following table sets forth the notional amounts and fair values of qualifying and non-qualifying financial instruments used in hedging transactions as of March 31, 2015 and June 30, 2014:
 
 Notional Amount
 
 Fair Value Asset/(Liability)
 
March 31, 2015
 
June 30, 2014
 
March 31, 2015
 
June 30, 2014
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
Foreign currency contracts
$
951

 
$
951

  
$
304

 
$
187

Derivatives in Fair Value Hedging Relationships
 
 
 
 
 
 
 
Interest rate contracts
$
7,139

 
$
9,738

 
$
276

 
$
168

Derivatives in Net Investment Hedging Relationships
 
 
 
 
 
 
 
Net investment hedges
$
570

 
$
831

 
$
90

 
$
48

Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
Foreign currency contracts
$
7,579

 
$
12,111

 
$
26

 
$
(42
)
  
All derivative assets are presented in Prepaid expenses and other current assets and Other noncurrent assets. All derivative liabilities are presented in Accrued and other liabilities and Other noncurrent liabilities. The total notional amount of contracts outstanding at the end of the period is indicative of the Company's derivative activity during the period. The change in the notional balance of foreign currency contracts not designated as hedging instruments during the period reflects changes in the level of intercompany financing activity. All of the Company's derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy.

Amounts in millions of dollars unless otherwise specified.


 
Amount of Gain/(Loss) Recognized in AOCI on Derivatives (Effective Portion)
 
March 31, 2015
 
June 30, 2014
Derivatives in Cash Flow Hedging Relationships
 
 
 
Interest rate contracts
$

 
$
3

Foreign currency contracts
8

 
14

Total
$
8

 
$
17

Derivatives in Net Investment Hedging Relationships
 
 
 
Net investment hedges
$
56

 
$
30


During the next 12 months, the amount of the March 31, 2015 accumulated OCI (AOCI) 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, 2015 and 2014 are as follows:
 
 
Amount of Gain/(Loss) Reclassified from AOCI into Earnings
 
Three Months Ended March 31
 
Nine Months Ended March 31
 
2015
 
2014
 
2015
 
2014
Derivatives in Cash Flow Hedging Relationships (1)
 
 
 
 
 
 
 
Interest rate contracts
$
2

 
$
2

 
$
5

 
$
5

Foreign currency contracts
8

 
(11
)
 
136

 
45

Total
$
10

 
$
(9
)
 
$
141

 
$
50

 
 
 
 
 
 
 
 
 
Amount of Gain/(Loss) Recognized in Earnings
 
Three Months Ended March 31
 
Nine Months Ended March 31
 
2015
 
2014
 
2015
 
2014
Derivatives in Fair Value Hedging Relationships (2)
 
 
 
 
 
 
 
Interest rate contracts
$
25

 
$
80

 
108

 
(34
)
Debt
(25
)
 
(80
)
 
(108
)
 
33

Total
$

 
$

 
$

 
$
(1
)
Derivatives in Net Investment Hedging Relationships (2)
 
 
 
 
 
 
 
Net investment hedges
$

 
$

 
$
(1
)
 
$

Derivatives Not Designated as Hedging Instruments (3)
 
 
 
 
 
 
 
Foreign currency contracts
$
(343
)
 
$
5

 
$
(1,072
)
 
$
88


(1) 
The gain or loss on the effective portion of cash flow hedging relationships is reclassified from AOCI into net income in the same period during which the related item affects earnings. Such amounts are included in the Consolidated Statements of Earnings as follows: interest rate contracts in Interest expense and foreign currency contracts in Selling, general and administrative expense (SG&A) and Interest expense.
(2) 
The gain or loss on the ineffective portion of interest rate contracts and net investment hedges, if any, is included in the Consolidated Statements of Earnings in Interest expense.
(3) 
The gain or loss on foreign currency contracts not designated as hedging instruments is included in the Consolidated Statements of Earnings in SG&A. This gain or loss substantially offsets the foreign currency mark-to-market impact of the related exposure.


Amounts in millions of dollars unless otherwise specified.


7. 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):
 
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
 
Hedges
 
Investment Securities
 
Pension and Other Retiree Benefits
 
Financial Statement Translation
 
Total
Balance at June 30, 2014
$
(3,876
)
 
$
(18
)
 
$
(5,165
)
 
$
1,397

 
$
(7,662
)
OCI before reclassifications (1)
1,692

 
28

 
640

 
(8,623
)
 
(6,263
)
Amounts reclassified from AOCI
(139
)
 
(2
)
 
215

 

 
74

Net current period OCI
1,553

 
26

 
855

 
(8,623
)
 
(6,189
)
Balance at March 31, 2015
$
(2,323
)
 
$
8

 
$
(4,310
)
 
$
(7,226
)
 
$
(13,851
)

(1) 
Net of tax expense/(benefit) of $938, $1 and $231 for hedges, investment securities, and pension and other retiree benefits plans, respectively.

 
Reclassifications Out of Accumulated Other Comprehensive Income/(Loss)
 
Three Months Ended March 31
 
Nine Months Ended March 31
 
2015
 
2014
 
2015
 
2014
Hedges (1)
 
 
 
 
 
 
 
Interest rate contracts
$
2

 
$
2

 
$
5

 
$
5

Foreign currency contracts
8

 
(11
)
 
136

 
45

Total before-tax
10

 
(9
)
 
141

 
50

Tax (expense)/benefit

 
(1
)
 
(2
)
 
(2
)
Net of tax
10

 
(10
)
 
139

 
48

 
 
 
 
 
 
 
 
Gains/(losses) on Investment Securities (2)

 
2

 
3

 
18

Tax (expense)/benefit

 
(1
)
 
(1
)
 
(7
)
Net of tax

 
1

 
2

 
11

 
 
 
 
 
 
 
 
Pension and Other Retiree Benefits (3)
 
 
 
 
 
 
 
Amortization of deferred amounts
(1
)
 
(1
)
 
(6
)
 
(4
)
Recognized net actuarial gains/(losses)
(94
)
 
(83
)
 
(291
)
 
(248
)
Total before-tax
(95
)
 
(84
)
 
(297
)
 
(252
)
Tax (expense)/benefit
26

 
24

 
82

 
70

Net of tax
(69
)
 
(60
)
 
(215
)
 
(182
)
Total reclassifications, net of tax
$
(59
)
 
$
(69
)
 
$
(74
)
 
$
(123
)

(1) 
See Note 6 for classification of these items in the Consolidated Statement of Earnings.
(2) 
Reclassified from AOCI into Other non-operating income, net.
(3) 
Reclassified from AOCI into Cost of products sold and SG&A. These components are included in net periodic pension cost.


Amounts in millions of dollars unless otherwise specified.


8. Earnings Per Share

Net earnings attributable to Procter & Gamble less preferred dividends (net of related tax benefits) are divided by the weighted average number of common shares outstanding during the period to calculate basic net earnings per common share. Diluted net earnings per common share are calculated to give effect to stock options and other stock-based awards and assume conversion of preferred stock (see below). Net earnings attributable to Procter & Gamble and common shares used to calculate basic and diluted net earnings per share were as follows:
 
Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014
CONSOLIDATED AMOUNTS
Continuing Operations
Discontinued Operations
Total
 
Continuing Operations
Discontinued Operations
Total
Net earnings/(loss)
$
2,475

$
(287
)
$
2,188

 
$
2,531

$
105

$
2,636

Net earnings attributable to noncontrolling interests
(35
)

(35
)
 
(21
)
(6
)
(27
)
Net earnings attributable to P&G (Diluted)
2,440

(287
)
2,153

 
2,510

99

2,609

Preferred dividends, net of tax benefit
(59
)

(59
)
 
(57
)

(57
)
Net earnings/(loss) attributable to P&G available to Common Shareholders (Basic)
$
2,381

$
(287
)
$
2,094

 
$
2,453

$
99

$
2,552

 
 
 
 
 
 
 
 
SHARES IN MILLIONS
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
2,711.7

2,711.7

2,711.7

 
2,713.1

2,713.1

2,713.1

Effect of dilutive securities
 
 
 
 
 
 
 
Conversion of preferred shares (1)
108.1

108.1

108.1

 
111.9

111.9

111.9

Exercise of stock options and other unvested equity awards (2)
62.7

62.7

62.7

 
69.1

69.1

69.1

Diluted weighted average common shares outstanding
2,882.5

2,882.5

2,882.5

 
2,894.1

2,894.1

2,894.1

 
 
 
 
 
 
 
 
PER SHARE AMOUNTS (3)
 
 
 
 
 
 
 
Basic net earnings/(loss) per common share
$
0.88

$
(0.11
)
$
0.77

 
$
0.90

$
0.04

$
0.94

Diluted net earnings/(loss) per common share
$
0.85

$
(0.10
)
$
0.75

 
$
0.87

$
0.03

$
0.90

 
 
 
 
 
 
 
 
 
Nine Months Ended March 31, 2015
 
Nine Months Ended March 31, 2014
CONSOLIDATED AMOUNTS
Continuing Operations
Discontinued Operations
Total
 
Continuing Operations
Discontinued Operations
Total
Net earnings/(loss)
$
8,290

$
(1,684
)
$
6,606

 
$
8,762

$
403

$
9,165

Net earnings attributable to noncontrolling interests
(85
)
(6
)
(91
)
 
(85
)
(16
)
(101
)
Net earnings attributable to P&G (Diluted)
8,205

(1,690
)
6,515

 
8,677

387

9,064

Preferred dividends, net of tax benefit
(189
)

(189
)
 
(182
)

(182
)
Net earnings/(loss) attributable to P&G available to Common Shareholders (Basic)
$
8,016

$
(1,690
)
$
6,326

 
$
8,495

$
387

$
8,882

 
 
 
 
 
 
 
 
SHARES IN MILLIONS
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
2,709.4

2,709.4

2,709.4

 
2,722.5

2,722.5

2,722.5

Effect of dilutive securities
 
 
 
 
 
 
 
Conversion of preferred shares (1)
109.1

109.1

109.1

 
112.7

112.7

112.7

Exercise of stock options and other unvested equity awards (2)
66.8

66.8

66.8

 
73.7

73.7

73.7

Diluted weighted average common shares outstanding
2,885.3

2,885.3

2,885.3

 
2,908.9

2,908.9

2,908.9

 
 
 
 
 
 
 
 
PER SHARE AMOUNTS (3)
 
 
 
 
 
 
 
Basic net earnings/(loss) per common share
$
2.96

$
(0.63
)
$
2.33

 
$
3.12

$
0.14

$
3.26

Diluted net earnings/(loss) per common share
$
2.84

$
(0.58
)
$
2.26

 
$
2.99

$
0.13

$
3.12


Amounts in millions of dollars unless otherwise specified.


(1) 
Despite being included currently in diluted net earnings per common share, the actual conversion to common stock occurs when the preferred shares are sold. Shares may only be sold after being allocated to the ESOP participants pursuant to the repayment of the ESOP's obligations through 2035.
(2) 
For the three months ended March 31, 2015 and March 31, 2014 approximately 10 million and 15 million of the Company's outstanding stock options and for the nine months ended March 31, 2015 and March 31, 2014 approximately 4 million of the Company's outstanding stock options were not included in the diluted net earnings per share calculation because the options were out of the money or to do so would have been antidilutive (i.e., the total proceeds upon exercise would have exceeded the market value of the underlying common shares).
(3) 
Basic net earnings per common share and diluted net earnings per common share are calculated on net earnings attributable to Procter & Gamble.

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 annually. In fiscal 2012, the Company initiated an incremental restructuring program as part of a productivity and cost savings plan to reduce costs in the areas of 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 approximately $5 billion in before-tax restructuring costs over a six year period (from fiscal 2012 through fiscal 2017), including costs incurred as part of the ongoing and incremental restructuring program. The program includes an overhead enrollment reduction target of 25% - 30% by end of fiscal 2017. This has been updated from the previous non-manufacturing overhead enrollment reduction target of approximately 16% - 22% through fiscal 2016, which we expect to exceed.

Through fiscal 2014, the Company reduced non-manufacturing enrollment by approximately 9,300, or approximately 15%. Through March 31, 2015, the Company reduced non-manufacturing enrollment by approximately 11,400, or approximately 19%. The reductions are enabled by the elimination of duplicate work, simplification through the use of technology, and optimization of various functional and business organizations 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, asset-related costs to exit facilities and other costs as outlined below. Through fiscal 2014, the Company incurred charges of approximately $2.8 billion. Approximately $1.5 billion of these charges were related to separations, $666 were asset-related and $680 were related to other restructuring-type costs.

For the three and nine month periods ended March 31, 2015, the Company incurred total restructuring charges of approximately $322 and $663, respectively. For the three and nine month periods ended March 31, 2015 approximately $138 and $264 of these charges were recorded in SG&A, respectively, and approximately $181 and $389 of these charges were recorded in cost of products sold, respectively. The remainder is included in discontinued operations. The following table presents restructuring activity for the nine months ended March 31, 2015:
 
 
 
 
 
 
 
Nine Months Ended March 31, 2015
 
 
 
Accrual Balance June 30, 2014
 
Charges Previously Reported (Six Months Ended December 31, 2014)
 
Charges for the Three Months Ended March 31, 2015
 
Cash Spent
 
Charges Against Assets
 
Accrual Balance March 31, 2015
Separations
$
353

 
$
179

 
$
157

 
$
(364
)
 
$

 
$
325

Asset-Related Costs

 
90

 
86

 

 
(176
)
 

Other Costs
28

 
72

 
79

 
(158
)
 

 
21

Total
$
381

 
$
341

 
$
322

 
$
(522
)
 
$
(176
)
 
$
346


Separation Costs
Employee separation charges for the three and nine month periods ended March 31, 2015 relate to severance packages for approximately 1,620 and 3,110 employees, respectively, including non-manufacturing employees of approximately 1,150 and 1,840 for the three and nine month periods ended March 31, 2015, respectively. These separations are primarily in North America and Western Europe. The packages are predominately voluntary and the amounts are calculated based on salary levels and past service periods. 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 12,590 employees, of which approximately 8,120 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 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.

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, all 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:
 
Three Months Ended March 31, 2015
 
Nine Months Ended March 31, 2015
Beauty, Hair and Personal Care
$
42

 
$
110

Grooming
13

 
34

Health Care
15

 
21

Fabric Care and Home Care
66

 
120

Baby, Feminine and Family Care
56

 
122

Corporate (1)
130

 
256

Total Company
$
322

 
$
663


(1) 
Corporate includes costs related to allocated overheads, including charges related to our Sales and Market Operations, Global Business Services and Corporate Functions activities, and costs related to discontinued operations.

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, advertising, contracts, environmental, labor and employment, 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. 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. Many of these matters have concluded and the fines have been paid. For ongoing matters, the Company has accrued liabilities for competition law violations from these European cases totaling $216 as of March 31, 2015. 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, it is difficult to estimate such amounts at this time. Currently, however, we do not expect any such incremental losses to materially impact our financial statements in the periods in which they are accrued and paid, respectively.

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.

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 approximately 140 taxable jurisdictions and, at any point in time, has 6070 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. Based on information currently available, we anticipate that over the next 12 month period, audit activity could be completed related to uncertain tax positions in multiple jurisdictions for which we have accrued existing liabilities of approximately $500.

Additional information on the Commitments and Contingencies of the Company can be found in our Annual Report on Form 10-K for the year ended June 30, 2014.

11. Discontinued Operations

During the quarter ended September 30, 2014, the Company reached an agreement to sell its interest in a China-based battery joint venture. This transaction closed during the quarter ended December 31, 2014, resulting in proceeds of approximately $560. In November 2014, the Company reached an agreement to divest the remainder of its Batteries business to Berkshire Hathaway (BH) via a split transaction, in which the Company will exchange a recapitalized Duracell Company for BH's shares of P&G stock. As of the date the transaction was signed, BH's shares were valued at approximately $4.7 billion. As of March 31, 2015 this value has declined to approximately $4.3 billion. The Company expects to contribute approximately $1.8 billion in cash to the Duracell Company in the pre-transaction recapitalization, subject to final working capital adjustments. The Company recorded goodwill and indefinite-lived asset impairment charges during the nine months ended March 31, 2015 which reflected the total estimated proceeds from the divestiture transactions (see Note 4). Since the number of shares of P&G stock the Company will receive in the Duracell transaction is fixed, the total value to be received in the transaction will be based on the Company's share price as of the closing date, which is expected to occur by the end of calendar 2015. Accordingly, any further increase or decrease in the Company's share price between the transaction signing and closing dates will ultimately be reflected in earnings from discontinued operations as a gain or loss.

The Batteries business had historically been part of the Company's Fabric Care and Home Care reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Batteries business are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Additionally, the Batteries balance sheet positions as of March 31, 2015 are presented as Assets and Liabilities held for sale in the Consolidated Balance Sheets.

On July 31, 2014, the Company completed the divestiture of its Pet Care operations in North America, Latin America, and other selected countries to Mars, Incorporated (Mars) for $2.9 billion in an all-cash transaction. Under the terms of the agreement, Mars acquired our branded pet care products, our manufacturing facilities in the United States and the majority of the employees working in the Pet Care business. The agreement included the acquisition of the Pet Care business in several additional countries, which were substantially complete as of March 31, 2015. The European Union countries were not included in the agreement with Mars. In December 2014, the Company completed the divestiture of its Pet Care operations in Western Europe to Spectrum Brands in an all-cash transaction. Under the terms of the agreement, Spectrum Brands acquired our branded pet care products, our manufacturing facility in the Netherlands, and the majority of the employees working in the Western 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 reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Pet Care business are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Additionally, the Pet Care balance sheet positions as of June 30, 2014 are presented as Assets and Liabilities held for sale in the Consolidated Balance Sheets.






Amounts in millions of dollars unless otherwise specified.


Following is selected financial information included in net earnings from discontinued operations for the Pet Care and Batteries businesses:
 
Three Months Ended March 31
 
2015
 
2014
 
Pet Care
 
Batteries
 
Total
 
Pet Care
 
Batteries
 
Total
Net sales
$
12

 
$
398

 
$
410

 
$
381

 
$
537

 
$
918

Earnings before impairment charges and income taxes
(7
)
 
43

 
36

 
52

 
101

 
153

Impairment charges

 
(308
)
 
(308
)
 

 

 

Income tax expense
1

 
(11
)
 
(10
)
 
(19
)
 
(29
)
 
(48
)
Gain on sale before income taxes
(3
)
 

 
(3
)
 

 

 

Income tax expense on sale
(2
)
 

 
(2
)
 

 

 

Net earnings from discontinued operations
$
(11
)
 
$
(276
)
 
$
(287
)
 
$
33

 
$
72

 
$
105

 
Nine Months Ended March 31
 
2015
 
2014
 
Pet Care
 
Batteries
 
Total
 
Pet Care
 
Batteries
 
Total
Net sales
$
247

 
$
1,786

 
$
2,033

 
$
1,139

 
$
1,991

 
$
3,130

Earnings before impairment charges and income taxes
7

 
436

 
443

 
112

 
471

 
583

Impairment charges

 
(2,021
)
 
(2,021
)
 

 

 

Income tax expense
(5
)
 
(114
)
 
(119
)
 
(43
)
 
(137
)
 
(180
)
Gain on sale before income taxes
202

 

 
202

 

 

 

Income tax expense on sale
(189
)
 

 
(189
)
 

 

 

Net earnings from discontinued operations
$
15

 
$
(1,699
)
 
$
(1,684
)
 
$
69

 
$
334

 
$
403


The major components of assets and liabilities of the Pet Care and Batteries businesses held for sale were as follows:
 
March 31, 2015
 
June 30, 2014
 
Batteries
 
Pet Care
Cash
$
26

 
$

Accounts receivable
224

 

Inventories
307

 
122

Prepaid expenses and other current assets
33

 
14

Property, plant and equipment, net
475

 
441

Goodwill and intangible assets, net
2,550

 
2,258

Other noncurrent assets
17

 
14

Total assets held for sale
$
3,632

 
$
2,849

 
 
 
 
Accounts payable
$
150

 
$
63

Accrued and other liabilities
154

 
13

Long-term debt
29

 

Noncurrent deferred tax liabilities
782

 
584

Total liabilities held for sale
$
1,115

 
$
660



Amounts in millions of dollars unless otherwise specified.


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,” “Risk Factors,” and Note 4 to the Consolidated Financial Statements. 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 those expressed or implied in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise.

Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial, operational and manufacturing risks, including, among others, (a) an increasingly volatile economic environment, with potentially significant disruptions and reduced market growth rates, (b) foreign currency fluctuations, (c) significant credit or liquidity issues, (d) debt, currency exposure and repatriation issues in countries with currency exchange, import authorization or pricing controls (such as Venezuela, Argentina, China, India and Egypt), (e) maintaining key manufacturing and supply sources (including sole supplier and sole manufacturing plant arrangements), and (f) managing disruption of business due to factors outside of our control, such as natural disasters and acts of war or terrorism; (2) the ability to successfully manage cost fluctuations and pressures, including commodity prices, raw materials, labor costs, energy costs and pension and health care costs, and achieve cost savings described in our announced productivity plan;  (3) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to technological advances attained by, and patents granted to, competitors; (4) the ability to compete with our local and global competitors by successfully responding to competitive factors, including prices, promotional incentives and trade terms for products; (5) the ability to manage and maintain key customer relationships; (6) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, efficacy or similar matters that may arise; (7) the ability to successfully manage the financial, legal, reputational and operational risk associated with third party relationships, such as our suppliers, contractors and external business partners; (8) the ability to rely on and maintain key information technology systems and networks (including Company and third-party systems and networks) and maintain the security and functionality of such systems and networks and the data contained therein; (9) the ability to successfully manage regulatory, tax and legal requirements and matters (including, without limitation, product liability, intellectual property, price controls, import restrictions, accounting standards and environmental and tax policy) and to resolve pending matters within current estimates; (10) the ability to successfully manage our portfolio optimization strategy, as well as ongoing acquisition, divestiture and joint venture activities, to achieve the Company’s overall business strategy, without impacting the delivery of base business objectives; and (11) the ability to successfully achieve productivity improvements and manage ongoing organizational changes, while successfully identifying, developing and retaining particularly key employees, especially in key growth markets where the availability of skilled or experienced employees may be limited. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from those projected herein is included in the section titled "Economic Conditions and Uncertainties" and the section titled “Risk Factors” (Part II, Item 1A of this Form 10-Q).

The purpose of the Management's 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 - Nine Months Ended March 31, 2015
Economic Conditions, Challenges and Risks
Results of Operations – Three and Nine Months Ended March 31, 2015
Business Segment Discussion – Three and Nine Months Ended March 31, 2015
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, adjusted free cash flow and adjusted free cash flow productivity. Organic sales growth is net sales growth excluding the impacts of foreign exchange and 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. Adjusted free cash flow is free cash flow excluding tax payments for the Pet Care divestiture. Adjusted free cash flow productivity is the ratio of adjusted free cash flow to net earnings excluding impairment charges on the Batteries business. 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 and territories 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 70 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 tiers (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.

On November 13, 2014, the Company announced that it plans to divest the Duracell business via a split transaction with Berkshire Hathaway, in which it will exchange a recapitalized Duracell Company for Berkshire Hathaway’s shares of Procter & Gamble stock. The Company had previously announced an agreement to divest its controlling interest in a Chinese batteries venture, which represents the balance of the Company’s Batteries business. That transaction was completed during the quarter ended December 31, 2014. The Company expects to complete the Duracell transaction by the end of calendar year 2015, pending necessary regulatory approvals. The Batteries business had historically been part of the Company’s Fabric Care and Home Care reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Batteries business are now presented as discontinued operations and, as such, are excluded from both continuing operations and segment results. Additionally, the Batteries balance sheet positions as of March 31, 2015 are presented as held for sale in the Consolidated Balance Sheets.

The table below provides more information about the components of our reportable business segment structure.
Reportable Business Segment
GBUs (Categories)
Billion Dollar Brands
Beauty, Hair and Personal Care
Skin and Personal Care (Antiperspirant and Deodorant, Personal Cleansing, Skin Care); Cosmetics; Hair Care and Color; Prestige; Salon Professional
Head & Shoulders, Olay, Pantene, SK-II, Wella
Grooming
Shave Care (Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Shave Care); Electronic Hair Removal
Fusion, Gillette, Mach3, Prestobarba
Health Care
Personal Health Care (Gastrointestinal, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care); Oral Care (Toothbrush, Toothpaste, Other Oral Care)
Crest, Oral-B, Vicks
Fabric Care and Home Care
Fabric Care (Laundry Additives, Fabric Enhancers, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care)
Ariel, Dawn, Downy, Febreze, Gain, Tide
Baby, Feminine and Family Care
Baby Care (Baby Wipes, Diapers and Pants); Feminine Care (Adult Incontinence, Feminine Care); Family Care (Paper Towels, Tissues, Toilet Paper)
Always, 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, 2015 (excluding net sales and net earnings in Corporate):
 
Three Months Ended March 31, 2015
 
Net Sales
 
Net Earnings
Beauty, Hair and Personal Care
23%
 
20%
Grooming
10%
 
18%
Health Care
11%
 
12%
Fabric Care and Home Care
29%
 
23%
Baby, Feminine and Family Care
27%
 
27%
Total Company
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, 2015 (excluding net sales and net earnings in Corporate):
 
Nine Months Ended March 31, 2015
 
Net Sales
 
Net Earnings
Beauty, Hair and Personal Care
24%
 
24%
Grooming
10%
 
16%
Health Care
10%
 
11%
Fabric Care and Home Care
29%
 
23%
Baby, Feminine and Family Care
27%
 
26%
Total Company
100%
 
100%

SUMMARY OF RESULTS

Following are highlights of results for the nine months ended March 31, 2015 versus the nine months ended March 31, 2014:
Net sales decreased 4% versus the previous year to $58.5 billion. Organic sales, which exclude the impacts of acquisitions, divestitures and foreign exchange, were up 2%. Organic sales decreased 1% in Beauty, Hair, and Personal Care and increased 3% in Grooming, 4% in Health Care, 1% in Fabric Care and Home Care and 3% in Baby, Feminine and Family Care.
Unit volume decreased 1% and was unchanged on an organic basis. Volume grew low single digits in Fabric and Home Care. Volume decreased low single digits in Beauty, Hair and Personal Care and Grooming and was unchanged in Health Care and Baby, Feminine and Family Care.
Net earnings from continuing operations were $8.3 billion, a decrease of $472 million, or 5% versus the prior year period. This decrease was driven primarily by reduced net sales and foreign currency impacts.
Diluted net earnings per share from continuing operations decreased 5% to $2.84.
Net earnings attributable to Procter & Gamble were $6.5 billion, a decrease of $2.5 billion, or 28% versus the prior year period. This was primarily driven by non-cash, after-tax impairment charges totaling $2.0 billion related to the goodwill and indefinite-lived intangible assets in our Batteries business (reflected in Earnings from Discontinued Operations) and the reduction in net earnings from continuing operations.
Core net earnings per share, which excludes discontinued operations, incremental restructuring charges, balance sheet remeasurement and devaluation charges from Venezuela and charges for European legal matters decreased 4% to $3.02.
Operating cash flow was $10.6 billion. Adjusted free cash flow, which is operating cash flow less capital expenditures and excluding tax payments for the Pet divestiture, was $8.7 billion. Adjusted free cash flow productivity, which is the ratio of adjusted free cash flow to net earnings excluding impairment charges on the Batteries business and tax payments for the Pet Care divestiture, was 101%.

ECONOMIC CONDITIONS AND UNCERTAINTIES

Global Economic Conditions. Because our products are generally mid- and top-tier consumer goods products, demand for our products has a correlation to global macroeconomic factors. The current macroeconomic factors remain dynamic, and any causes of market size contraction, such as greater political unrest in the Middle East and Eastern Europe, further economic instability in the European Union, political instability in certain Latin American markets, and economic slow-downs in Japan and China, could reduce our sales or erode our operating margin, in either case reducing our earnings.

Changes in Costs. Our costs are subject to fluctuations, particularly due to changes in commodity prices and our own productivity efforts. We have significant exposures to certain commodities, in particular certain oil-derived materials like resins, and volatility in the market price of these commodity input materials has a direct impact on our costs. If we are unable to manage commodity fluctuations through pricing actions, cost savings projects, and sourcing decisions, as well as through consistent productivity improvements, it may adversely impact our gross margin, operating margin and net earnings. Sales could also be adversely impacted following pricing actions. We strive to implement, achieve and sustain cost improvement plans, including outsourcing projects, supply chain optimization and general overhead and workforce optimization. As discussed later in this MD&A, we initiated certain non-manufacturing overhead reduction projects along with manufacturing and other supply chain cost improvements projects in 2012. If we are not successful in executing these changes, there could be a negative impact on our operating margin and net earnings.

Foreign Exchange. Because we are a U.S.-based company doing business globally, we have both translational and transactional exposure to fluctuations in foreign currency exchange rates. Changes in the relative exchange rate between the U.S. dollar and the foreign currencies in which our subsidiaries operate directly impacts our sales, costs and earnings. Differences in relative exchange rates between where we sell our products and incur manufacturing and other operating costs also directly impacts our costs, and earnings. Certain countries experiencing significant currency exchange rate fluctuations like Russia, the Ukraine, Japan, and Switzerland have had and could have an additional significant impact on our sales, costs and earnings. Increased pricing in response to these fluctuations in foreign currency exchange rates may offset portions of the currency costs, but could also have a negative impact on consumption of our products, which would affect our sales.

Government Policies. Our net earnings could be affected by changes in U.S. or foreign government tax policies. For example the U.S. is considering corporate tax reform that may significantly 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 Venezuela, Argentina, China, India and Egypt. Changes in government policies in these areas might cause an increase or decrease in our sales, operating margin and net earnings.

For information on risk factors that could impact our results, refer to Part II, Item 1A "Risk Factors" in the Company's Form 10-Q for the quarter ended December 31, 2014.

RESULTS OF OPERATIONS – Three Months Ended March 31, 2015

The following discussion provides a review of results for the three months ended March 31, 2015 versus the three months ended March 31, 2014.
 
Three Months Ended March 31
Amounts in millions, except per share amounts
2015
 
2014
 
% Chg
Net sales
$
18,142

 
$
19,641

 
(8
)%
Operating income
3,135

 
3,306

 
(5
)%
Net earnings from continuing operations
2,475

 
2,531

 
(2
)%
Net earnings/(loss) from discontinued operations
(287
)
 
105

 
(373
)%
Net earnings attributable to Procter & Gamble
2,153

 
2,609

 
(17
)%
Diluted net earnings per common share
0.75

 
0.90

 
(17
)%
Diluted net earnings per share from continuing operations
0.85

 
0.87

 
(2
)%
Core earnings per common share
0.92

 
1.00

 
(8
)%
 
 
 
 
 
 
 
COMPARISONS AS A % OF NET SALES
2015
 
2014
 
Basis Pt Chg
Gross margin
48.6%
 
48.9%
 
(30)
Selling, general & administrative expense
31.3%
 
32.1%
 
(80)
Operating margin
17.3%
 
16.8%
 
50
Earnings before income taxes
17.0%
 
16.2%
 
80
Net earnings attributable to Procter & Gamble
11.9%
 
13.3%
 
(140)

Net Sales

Net sales decreased 8% to $18.1 billion for the third quarter on a 2% decrease in unit volume. Volume grew low single digits in Grooming. Volume decreased low single digits in Fabric Care and Home Care, Health Care, and Baby, Feminine and Family Care. Volume decreased mid-single digits in Beauty, Hair and Personal Care. Volume decreased low single digits in both developed and developing regions. Higher pricing, primarily to offset inflation and devaluation, increased net sales by 2%. The impact of favorable product mix increased net sales by 1% due to growth in higher priced product categories such as Personal Health Care and Shave Care. Unfavorable foreign exchange reduced net sales by 8% and the mix impact of minor brand divestitures reduced net sales by 1%. Organic sales grew 1% driven by pricing and mix.
 
Net Sales Change Drivers 2015 vs. 2014 (Three Months Ended March 31)
 
Volume with Acquisitions & Divestitures
 
Volume Excluding Acquisitions & Divestitures
 
Foreign Exchange
 
Price
 
Mix
 
Other*
 
Net Sales Growth
Beauty, Hair and Personal Care
-5%
 
-4%
 
-8%
 
2%
 
-1%
 
1%
 
-11%
Grooming
1%
 
1%
 
-12%
 
5%
 
3%
 
0%
 
-3%
Health Care
-2%
 
-1%
 
-7%
 
2%
 
5%
 
1%
 
-1%
Fabric Care and Home Care
-2%
 
-1%
 
-8%
 
0%
 
1%
 
0%
 
-9%
Baby, Feminine and Family Care
-2%
 
-2%
 
-8%
 
2%
 
2%
 
0%
 
-6%
Total Company
-2%
 
-2%
 
-8%
 
2%
 
1%
 
-1%
 
-8%

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 decreased 30 basis points to 48.6% of net sales for the quarter. Gross margin was negatively impacted by a 70 basis point impact from unfavorable foreign exchange, a 150 basis point mix impact, mainly product mix (mainly product mix within businesses and the overall decline in Beauty, Hair and Personal Care), 50 basis point impacts both from capacity investments and higher restructuring costs, and modestly higher commodity and other costs. These impacts were partially offset by a 250 basis point positive impact from manufacturing cost savings and a 90 basis point benefit of higher pricing.

Total SG&A decreased 10% to $5.7 billion. SG&A as a percentage of net sales decreased 80 basis points to 31.3%, due to decreased spending, driven by overhead reductions and marketing efficiencies, and lower foreign exchange charges, partially offset by the negative scale impacts from reduced sales. Marketing spending as a percentage of net sales decreased 70 basis points behind efficiency efforts. Overhead costs as a percentage of net sales increased 40 basis points, as 70 basis points of productivity savings in overhead spending were more than offset by wage inflation, investments in research and development and 30 basis points of incremental restructuring charges. Foreign exchange transactional charges reduced SG&A as a percentage of net sales by 50 basis points, as a 150 basis point impact from the impact from a Venezuelan balance sheet remeasurement charge in the base period (see Foreign Currency Translation - Venezuela Impacts, below) was partially offset by a current year increase in transactional charges due to negative currency impacts. These current year transactional charges primarily include the impacts of revaluing receivables and payables from transactions denominated in a currency other than a local entity’s functional currency.

Non-Operating Expenses and Income

Interest expense was $149 million for the quarter, a decrease of $31 million versus the prior year period due to lower total debt and a decrease in weighted average interest rates. Interest income was $38 million for the quarter, an increase of $9 million versus the prior year due to an increase in cash, cash equivalents and investment securities. Other non-operating income increased $33 million to $53 million due to minor brand divestiture gains.

Income Taxes

The effective tax rate on continuing operations decreased 70 basis points to 19.6%. The current year rate decreased 510 basis points due to favorable geographic mix of earnings, including the tax impact of the prior year Venezuela devaluation charge. This decrease was partially offset by 350 basis points increase due to the net impact of unfavorable discrete adjustments related to uncertain income tax positions (which netted to 180 basis points of unfavorable impacts in the current year versus 170 basis points of favorable impacts in the prior year) and an 80 basis point impact related to the taxability of current and prior year divestiture gains.

Net Earnings from Continuing Operations

Net earnings from continuing operations decreased $56 million or 2% for the quarter. This decline was caused by the reduction in net sales partially offset by a 50 basis point increase in operating income margin, driven by the decrease in SG&A as a percentage of net sales, partially offset by the gross margin decline (both discussed above). Foreign exchange impacts reduced net earnings by about $530 million for the quarter due to weakening of certain key currencies against the U.S. dollar, primarily in Russia, the Ukraine, Venezuela and United Kingdom. This impact includes both transactional charges as discussed above in Operating Costs and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars. Diluted net earnings per share from continuing operations decreased 2% to $0.85 due to reduced net earnings.

Discontinued Operations

The company incurred a net loss from discontinued operations of $287 million in the current period, versus net earnings of $105 million in the prior year. The decline was driven primarily by current year after-tax impairment charge of $308 million in the Batteries business, which is currently held for sale, and reduced earnings from both the Batteries business and the divested Pet Care business (see Note 4 to the Consolidated Financial Statements).

Net Earnings

Net earnings attributable to Procter & Gamble decreased $0.5 billion or 17% to $2.2 billion for the quarter. The decline was due to the $308 million impairment charge in the Batteries business and the divestiture of our Pet Care business (both in discontinued operations discussed above) and the reduction in net earnings from continuing operations. Diluted net earnings per share declined 17% to $0.75. Core net earnings per share decreased 8% to $0.92. Core net earnings per share for the quarter represents diluted net earnings per share from continuing operations excluding incremental restructuring charges related to our productivity and cost savings plan and the base period charge from the Venezuelan balance sheet remeasurement.

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 currently has three exchange rate mechanisms.  The preferential CENCOEX (National Center for External Commerce) exchange rate is 6.3 Venezuelan bolivares fuerte (VEF) per dollar and can be used for the importation of certain qualifying products.  SICAD (Complementary System for Foreign Exchange Administration) is an auction-based exchange program that the Company expects to be able to access for dividends and certain other qualifying imports of finished goods and materials.  The rate available through SICAD was 10.6 VEF per dollar at June 30, 2014 and 12.0 VEF per dollar at March 31, 2015.  The government introduced a third exchange mechanism, referred to as SIMADI (Sistema Marginal de Divisas), which is also an auction-based program recently trading at approximately 196 VEF per dollar. 

Through December 31, 2013, the Venezuelan government had only one officially established exchange rate for qualifying dividends and imported goods and services, the preferential CENCOEX rate, previously CADIVI (Foreign Exchange Administrative Commission).  Accordingly, through December 31, 2013, our results in Venezuela and all of our net monetary assets were measured at the preferential exchange rate, which we expected to be applicable to dividend repatriations.

On January 24, 2014, the government made a number of announcements affecting currency exchange rate and other controls, including the introduction of the SICAD and SICAD II exchange rate mechanisms.  In January 2015, the government made additional announcements affecting currency exchange rate and other controls, including the elimination of the SICAD II exchange rate and the introduction of the SIMADI rate.  A significant portion of our imports have historically qualified for the preferential CENCOEX rate. At this time, there is considerable uncertainty as to the nature of transactions that will continue to flow through CENCOEX and how CENCOEX will operate in the future, as well as the types of volume of transactions that will flow through the SICAD and SIMADI exchanges.  However, we believe a portion of our imports will continue to qualify for the preferential rate.  The Company expects the importation of certain finished goods and raw materials for some product categories, along with the payment of dividends and royalties, will be executed under the SICAD rate. We have not accessed the SIMADI market and it is unclear as to our ability or plans to access that market in the future.  Accordingly, the SIMADI exchange rate has not been utilized for purposes of remeasuring or translating our Venezuela results.

As a result of the January 2014 announcements, the Company incurred an after-tax charge of $275 million during the quarter ended March 31, 2014 to remeasure certain portions of our local Venezuela balance sheets not qualifying for the preferential CENCOEX rate to the initial SICAD exchange rate. The Company incurred an additional after-tax charge of $104 million ($0.04 per share) in the quarter ended September 30, 2014 to remeasure additional historic portions of our local Venezuela balance sheets that will not qualify for the preferential CENCOEX rate. Because the SICAD rate fluctuates based on auctions that occur periodically, the potential exists for additional impacts if the auction rate changes significantly.  There could also be additional financial impacts if the SICAD or SIMADI rates become applicable to additional categories of imports or other types of currency transactions, previously accounted for at the preferential rates.

As of March 31, 2015, the Company had net monetary assets denominated in local currency of approximately $1,230 million. Approximately $700 million of that amount is expected to be utilized to satisfy liabilities for past imports that were approved under CENCOEX and are measured at the preferential 6.3 rate.  The remaining balance has been measured at the SICAD rate.  Local currency net monetary balances increased approximately $200 million versus June 30, 2014, as the remeasurement of balances from the preferential CENCOEX rate to the SICAD rate and a devaluation of the SICAD rate during the fiscal year to date period was more than offset by earnings in Venezuela and delayed timing of CENCOEX payments.

Some of the many other controls imposed by the Venezuelan government include import authorization controls, currency exchange and payment controls, price controls and recently enacted profit margin controls.  While government restrictions and exchange rate mechanisms place some limits on our business decisions, the consolidated financial statements reflect our Venezuela operations as a controlled subsidiary.  We will continue to monitor developments in Venezuela to assess if government restrictions and exchange rate controls evolve such that we no longer have effective control of business operations.

The ongoing impact of the recent announcements and our ability to restore net sales and profit to levels achieved prior to the recent devaluations will be impacted by several factors.  These include our ability to mitigate the effect of the price and profit margin controls, any potential future devaluation of the preferential CENCOEX exchange rate, any significant change in the auction exchange rates, scope or liquidity in the SICAD and SIMADI programs, 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 preferential rate, our local U.S. dollar needs, our overall repatriation plans, including our ability to obtain government approval for the payment of dividends, which has been limited in recent years, 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.

























RESULTS OF OPERATIONS – Nine Months Ended March 31

The following discussion provides a review of results for the nine months ended March 31, 2015 versus the nine months ended March 31, 2014.
 
Nine Months Ended March 31, 2015
Amounts in millions, except per share amounts
2015
 
2014
 
% Chg
Net sales
$
58,489

 
$
60,914

 
(4
)%
Operating income
10,860

 
11,578

 
(6
)%
Net earnings from continuing operations
8,290

 
8,762

 
(5
)%