10-Q 1 fy1516q2ond10-qreport.htm FY1516 Q2 OND 10-Q 10-Q


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 December 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 website, 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 2,704,565,560 shares of Common Stock outstanding as of December 31, 2015.



PART I. FINANCIAL INFORMATION 
Item 1.
Financial Statements


THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
 
Three Months Ended December 31
 
Six Months Ended December 31
Amounts in millions except per share amounts
2015
 
2014
 
2015
 
2014
NET SALES
$
16,915

 
$
18,495

 
$
33,442

 
$
37,266

Cost of products sold
8,460

 
9,558

 
16,612

 
19,292

Selling, general and administrative expense
4,602

 
5,358

 
9,209

 
10,762

OPERATING INCOME
3,853

 
3,579

 
7,621

 
7,212

Interest expense
143

 
160

 
283

 
330

Interest income
58

 
34

 
102

 
65

Other non-operating income, net
35

 
19

 
17

 
32

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
3,803

 
3,472

 
7,457

 
6,979

Income taxes on continuing operations
898

 
798

 
1,775

 
1,589

NET EARNINGS FROM CONTINUING OPERATIONS
2,905

 
2,674

 
5,682

 
5,390

NET EARNINGS/(LOSS) FROM DISCONTINUED OPERATIONS
323

 
(276
)
 
181

 
(972
)
NET EARNINGS
3,228

 
2,398

 
5,863

 
4,418

Less: Net earnings attributable to noncontrolling interests
22

 
26

 
56

 
56

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
$
3,206

 
$
2,372

 
$
5,807

 
$
4,362

 
 
 
 
 
 
 
 
BASIC NET EARNINGS PER COMMON SHARE: (1)
 
 
 
 
 
 
 
Earnings from continuing operations
$
1.04

 
$
0.95

 
$
2.02

 
$
1.92

Earnings/(loss) from discontinued operations
0.12

 
(0.10
)
 
0.07

 
(0.36
)
BASIC NET EARNINGS PER COMMON SHARE
1.16

 
0.85

 
2.09

 
1.56

DILUTED NET EARNINGS PER COMMON SHARE: (1)
 
 
 
 
 
 
 
Earnings from continuing operations
$
1.01

 
$
0.92

 
$
1.97

 
$
1.85

Earnings/(loss) from discontinued operations
0.11

 
(0.10
)
 
0.06

 
(0.34
)
DILUTED NET EARNINGS PER COMMON SHARE
1.12

 
0.82

 
2.03

 
1.51

DIVIDENDS PER COMMON SHARE
$
0.663

 
$
0.644

 
$
1.326

 
$
1.287

Diluted Weighted Average Common Shares Outstanding
2,864.6

 
2,885.2

 
2,865.8

 
2,886.8

(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 December 31
 
Six Months Ended December 31
Amounts in millions
2015
 
2014
 
2015
 
2014
NET EARNINGS
$
3,228

 
$
2,398

 
$
5,863

 
$
4,418

OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
 
 
 
 
 
 
 
Financial statement translation
(955
)
 
(2,091
)
 
(1,978
)
 
(4,927
)
Unrealized gains/(losses) on hedges
252

 
365

 
210

 
773

Unrealized gains/(losses) on investment securities
(28
)
 
1

 
(20
)
 
(2
)
Unrealized gains/(losses) on defined benefit retirement plans
143

 
219

 
234

 
501

TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
(588
)
 
(1,506
)
 
(1,554
)
 
(3,655
)
TOTAL COMPREHENSIVE INCOME/(LOSS)
2,640

 
892

 
4,309

 
763

Less: Total comprehensive income attributable to noncontrolling interests
22

 
(18
)
 
56

 
(6
)
TOTAL COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO PROCTER & GAMBLE
$
2,618

 
$
910

 
$
4,253

 
$
769



See accompanying Notes to Consolidated Financial Statements.



THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Amounts in millions
 
 
 
 
December 31, 2015
 
June 30, 2015
ASSETS
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
$
9,403

 
$
6,836

Available-for-sale investment securities
 
 
 
 
4,874

 
4,767

Accounts receivable
 
 
 
 
4,721

 
4,568

INVENTORIES
 
 
 
 
 
 
 
Materials and supplies
 
 
 
 
1,425

 
1,266

Work in process
 
 
 
 
533

 
525

Finished goods
 
 
 
 
3,167

 
3,188

Total inventories
 
 
 
 
5,125

 
4,979

Deferred income taxes
 
 
 
 
1,173

 
1,356

Prepaid expenses and other current assets
 
 
 
 
1,828

 
2,708

Assets held for sale
 
 
 
 
9,223

 
4,432

TOTAL CURRENT ASSETS
 
 
 
 
36,347

 
29,646

PROPERTY, PLANT AND EQUIPMENT, NET
 
 
 
 
18,910

 
19,655

GOODWILL
 
 
 
 
44,157

 
44,622

TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET
 
 
 
24,495

 
25,010

NONCURRENT ASSETS HELD FOR SALE
 
 
 
 

 
5,204

OTHER NONCURRENT ASSETS
 
 
 
 
5,234

 
5,358

TOTAL ASSETS
 
 
 
 
$
129,143

 
$
129,495

 
 
 
 
 
 

 
 

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
Accounts payable
 
 
 
 
$
7,717

 
$
8,138

Accrued and other liabilities
 
 
 
 
7,945

 
8,091

Liabilities held for sale
 
 
 
 
2,460

 
1,543

Debt due within one year
 
 
 
 
13,931

 
12,018

TOTAL CURRENT LIABILITIES
 
 
 
 
32,053

 
29,790

LONG-TERM DEBT
 
 
 
 
17,595

 
18,327

DEFERRED INCOME TAXES
 
 
 
 
9,257

 
9,179

NONCURRENT LIABILITIES HELD FOR SALE
 
 
 
 

 
717

OTHER NONCURRENT LIABILITIES
 
 
 
 
7,936

 
8,432

TOTAL LIABILITIES
 
 
 
 
66,841

 
66,445

SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Preferred stock
 
 
 
 
1,062

 
1,077

Common stock – shares issued –
December 2015
 
4,009.2

 
 
 
 
 
June 2015
 
4,009.2

 
4,009

 
4,009

Additional paid-in capital
 
 
 
 
63,751

 
63,852

Reserve for ESOP debt retirement
 
 
 
 
(1,308
)
 
(1,320
)
Accumulated other comprehensive income/(loss)
 
 
 
 
(14,334
)
 
(12,780
)
Treasury stock
 
 
 
 
(78,469
)
 
(77,226
)
Retained earnings
 
 
 
 
86,917

 
84,807

Noncontrolling interest
 
 
 
 
674

 
631

TOTAL SHAREHOLDERS’ EQUITY
 
 
 
 
62,302

 
63,050

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
$
129,143

 
$
129,495


See accompanying Notes to Consolidated Financial Statements.



THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended December 31
Amounts in millions
2015
 
2014
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
$
6,836

 
$
8,558

OPERATING ACTIVITIES
 
 
 
Net earnings
5,863

 
4,418

Depreciation and amortization
1,454

 
1,540

Share-based compensation expense
140

 
151

Deferred income taxes
140

 
31

Gain on sale of businesses
(37
)
 
(299
)
Goodwill and indefinite-lived intangible asset impairment charges
402

 
1,713

Changes in:
 
 
 
Accounts receivable
(488
)
 
(342
)
Inventories
(386
)
 
(506
)
Accounts payable, accrued and other liabilities
322

 
243

Other operating assets and liabilities
374

 
(164
)
Other
234

 
283

TOTAL OPERATING ACTIVITIES
8,018

 
7,068

INVESTING ACTIVITIES
 
 
 
Capital expenditures
(1,223
)
 
(1,642
)
Proceeds from asset sales
80

 
3,648

Acquisitions, net of cash acquired
(186
)
 
(112
)
Purchases of short-term investments
(762
)
 
(2,106
)
Proceeds from sales of short-term investments
683

 
179

Change in other investments
(31
)
 
(836
)
TOTAL INVESTING ACTIVITIES
(1,439
)
 
(869
)
FINANCING ACTIVITIES
 
 
 
Dividends to shareholders
(3,733
)
 
(3,614
)
Change in short-term debt
2,020

 
352

Additions to long-term debt
1,721

 
1,112

Reductions of long-term debt
(2,239
)
 
(1,911
)
Treasury stock purchases
(2,503
)
 
(4,253
)
Impact of stock options and other
1,007

 
2,009

TOTAL FINANCING ACTIVITIES
(3,727
)
 
(6,305
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(285
)
 
(248
)
CHANGE IN CASH AND CASH EQUIVALENTS
2,567

 
(354
)
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
9,403

 
$
8,204



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, 2015 and the Form 8-K filed October 26, 2015 to update the Form 10-K to revise disclosures to reflect discontinued operations related to the pending sale of certain Beauty Brands businesses, which was announced by the Company on July 9, 2015. For additional details on the transaction and discontinued operations, see Note 11. 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 no later than July 1, 2018. While we are currently assessing the impact of the new standard, we do not expect this new guidance to have a material impact on our Consolidated Financial Statements.
On July 1, 2015, the Company adopted ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity". The guidance included new reporting and disclosure requirements for discontinued operations. For additional details on discontinued operations, see Note 11.
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 Beauty Brands, Batteries and Pet Care 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 December 31
 
Six Months Ended December 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
2015
 
$
2,963

 
$
774

 
$
585

 
$
6,004

 
$
1,596

 
$
1,209

 
2014
 
3,297

 
792

 
607

 
6,740

 
1,642

 
1,246

Grooming
2015
 
1,806

 
579

 
441

 
3,480

 
1,078

 
831

 
2014
 
2,007

 
713

 
544

 
3,948

 
1,334

 
1,010

Health Care
2015
 
1,978

 
564

 
394

 
3,774

 
1,012

 
712

 
2014
 
2,088

 
514

 
369

 
4,099

 
973

 
691

Fabric Care and Home Care
2015
 
5,347

 
1,177

 
773

 
10,598

 
2,297

 
1,520

 
2014
 
5,773

 
1,081

 
705

 
11,705

 
2,162

 
1,424

Baby, Feminine and Family Care
2015
 
4,710

 
1,037

 
683

 
9,368

 
2,148

 
1,432

 
2014
 
5,217

 
1,117

 
760

 
10,539

 
2,319

 
1,585

Corporate
2015
 
111

 
(328
)
 
29

 
218

 
(674
)
 
(22
)
 
2014
 
113

 
(745
)
 
(311
)
 
235

 
(1,451
)
 
(566
)
Total Company
2015
 
$
16,915

 
$
3,803

 
$
2,905

 
$
33,442

 
$
7,457

 
$
5,682

 
2014
 
18,495

 
3,472

 
2,674

 
37,266

 
6,979

 
5,390



Amounts in millions of dollars unless otherwise specified.


4. Goodwill and Other Intangible Assets
Goodwill is allocated by reportable segment as follows:
 
Beauty
 
Grooming
 
Health Care
 
Fabric Care and Home Care
 
Baby, Feminine and Family Care
 
Total Company
Goodwill at June 30, 2015
$
12,704

 
$
19,619

 
$
5,876

 
$
1,874

 
$
4,549

 
$
44,622

Acquisitions and divestitures
(2
)
 

 
(2
)
 

 

 
(4
)
Translation and other
(146
)
 
(196
)
 
(54
)
 
(22
)
 
(43
)
 
(461
)
Goodwill at December 31, 2015
$
12,556

 
$
19,423

 
$
5,820

 
$
1,852

 
$
4,506

 
$
44,157

On July 9, 2015, the Company announced the signing of a definitive agreement to divest four product categories, initially comprised of 43 of its beauty brands ("Beauty Brands"), which will be merged with Coty, Inc. The transaction includes the global salon professional hair care and color, retail hair color and cosmetics businesses and a majority of the fine fragrances business, along with select hair styling brands (see Note 11). The Beauty Brands have historically been part of the Company's Beauty reportable segment (previously named Beauty, Hair and Personal Care). In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Beauty Brands are presented as discontinued operations. As a result, the goodwill attributable to the Beauty Brands as of June 30, 2015 and December 31, 2015 is excluded from the preceding table and is reported as Assets held for sale in the Consolidated Balance Sheets.
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-tax impairment charge of $402 ($350 after tax) during the six months ended December 31, 2015 to reduce the carrying amount of the Batteries business net assets held for sale. This charge was recorded in discontinued operations. 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 early in calendar year 2016.
In addition to the discontinued operations impacts, Goodwill decreased from June 30, 2015 primarily due to currency translation.
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 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. However, future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets, including discount and tax rates or future cash flow projections, could result in significantly different estimates of the fair values.
Most of our goodwill reporting units are comprised of a combination of legacy and acquired businesses and as a result have fair value cushions that, at a minimum, exceed two times their underlying carrying values. Certain of our goodwill reporting units are comprised entirely of acquired businesses and as a result have fair value cushions that are not as high. While all of these wholly- acquired reporting units have fair value cushions that currently exceed 20% of the underlying carrying values, they are more susceptible to impairment risk from adverse changes in business operating plans and macroeconomic environment conditions. In addition, subsequent to June 30, 2015, the currencies from a number of countries continued to devalue relative to the U.S. dollar. This reduces the underlying cash flows used to estimate fair values and has contributed to the lower fair value cushions in these businesses. Further significant devaluation of currencies relative to the U.S. dollar could result in a decline in fair value that could trigger future impairment charges.
Identifiable intangible assets at December 31, 2015 are comprised of:
 
Gross Carrying Amount
 
Accumulated Amortization
Intangible assets with determinable lives
$
7,451

 
$
(4,487
)
Intangible assets with indefinite lives
21,531

 

Total identifiable intangible assets
$
28,982

 
$
(4,487
)

Amounts in millions of dollars unless otherwise specified.


Due to the pending divestitures of the Beauty Brands and Batteries business, intangible assets specific to these businesses are reported as Assets held for sale (see Note 11).
Intangible assets with determinable lives consist of brands, patents, technology and customer relationships. The intangible assets with indefinite lives consist of brands. The amortization expense of intangible assets for the three months ended December 31, 2015 and 2014 was $99 and $116, respectively. For the six months ended December 31, 2015 and 2014, the amortization expense of intangible assets was $203 and $235, respectively.

5. Share-Based Compensation and Postretirement Benefits
Total share-based compensation expense for the three months ended December 31, 2015 and 2014 was $74 and $70, respectively. Total share-based compensation expense for the six months ended December 31, 2015 and 2014 was $140 and $151, respectively.
The Company offers various postretirement benefits to its employees. The total net periodic benefit cost for pension benefits for the three months ended December 31, 2015 and 2014 was $85 and $111, respectively. The total net periodic benefit cost for pension benefits for the six months ended December 31, 2015 and 2014 was $171 and $228, respectively. The total net periodic benefit cost/(benefit) for other retiree benefits for the three months ended December 31, 2015 and 2014 was $(25) and $6, respectively. The total net periodic benefit cost/(benefit) for other retiree benefits for the six months ended December 31, 2015 and 2014 was $(49) and $10, 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 Form 8-K filed October 26, 2015 to update the Annual Report on Form 10-K for the fiscal year ended June 30, 2015.
The disclosures above for both share-based compensation and postretirement benefits include amounts related to discontinued operations which were not material in any period presented.

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 used 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 six months ended December 31, 2015.
The following table sets forth the Company’s financial assets as of December 31, 2015 and June 30, 2015 that are measured at fair value on a recurring basis during the period:
 
Fair Value Asset
 
December 31, 2015
 
June 30, 2015
Investments
 
 
 
U.S. government securities
$
3,582

 
$
3,495

Corporate bond securities
1,292

 
1,272

Other investments
30

 
30

Total
$
4,904

 
$
4,797

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 $601 as of December 31, 2015 and $700 as of June 30, 2015. The amortized cost of U.S. government securities with maturities between one and five years was $2,991 as of December 31, 2015 and $2,789 as of June 30, 2015. The amortized cost of Corporate bond securities with maturities of less than a year was $318 as of December 31, 2015 and $221 as of June 30, 2015. The amortized cost of Corporate bond securities with maturities between one and five years was $978 as of December 31, 2015 and $1,052 as of June 30, 2015. 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 $22,174 and $23,127 as of December 31, 2015 and June 30, 2015, respectively. This includes the current portion ($2,644 and $2,776 as of December 31, 2015 and June 30, 2015, respectively) of debt instruments. Certain long-term debt is recorded at fair value. Certain long-term debt is not recorded at fair value on a recurring basis, but is measured

Amounts in millions of dollars unless otherwise specified.


at fair value for disclosure purposes. Long-term debt with fair value of $2,312 and $2,180 as of December 31, 2015 and June 30, 2015, 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 December 31, 2015 and June 30, 2015:
 
 Notional Amount
 
 Fair Value Asset/(Liability)
 
December 31, 2015
 
June 30, 2015
 
December 31, 2015
 
June 30, 2015
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
Foreign currency contracts
$
825

 
$
951

 
$
168

 
$
312

Derivatives in Fair Value Hedging Relationships
 
 
 
 
 
 
 
Interest rate contracts
$
4,963

 
$
7,208

 
$
198

 
$
159

Derivatives in Net Investment Hedging Relationships
 
 
 
 
 
 
 
Net investment hedges
$
412

 
$
537

 
$
(3
)
 
$
95

Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
Foreign currency contracts
$
6,431

 
$
6,610

 
$
(25
)
 
$
(55
)
All derivative assets are presented in Prepaid expenses and other current assets or Other noncurrent assets. All derivative liabilities are presented in Accrued and other liabilities or 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. All of the Company's derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy.
 
Amount of Gain/(Loss) Recognized in AOCI on Derivatives (Effective Portion)
 
December 31, 2015
 
June 30, 2015
Derivatives in Cash Flow Hedging Relationships
 
 
 
Interest rate contracts
$
(2
)
 
$
(1
)
Foreign currency contracts
(3
)
 
5

Total
$
(5
)
 
$
4

Derivatives in Net Investment Hedging Relationships
 
 
 
Net investment hedges
$
(2
)
 
$
60

During the next 12 months, the amount of the December 31, 2015 Accumulated other comprehensive income (AOCI) balance that will be reclassified to earnings is expected to be immaterial.

Amounts in millions of dollars unless otherwise specified.


The amounts of gains and losses on qualifying and non-qualifying financial instruments used in hedging transactions for the three and six months ended December 31, 2015 and 2014 are as follows:
 
Amount of Gain/(Loss) Reclassified from AOCI into Earnings
 
Three Months Ended December 31
 
Six Months Ended December 31
 
2015
 
2014
 
2015
 
2014
Derivatives in Cash Flow Hedging Relationships (1)
 
 
 
 
 
 
 
Interest rate contracts
$
1

 
$
1

 
$
3

 
$
3

Foreign currency contracts
8

 
66

 
(1
)
 
128

Total
$
9

 
$
67

 
$
2

 
$
131

 
 
 
 
 
 
 
 
 
Amount of Gain/(Loss) Recognized in Earnings
 
Three Months Ended December 31
 
Six Months Ended December 31
 
2015
 
2014
 
2015
 
2014
Derivatives in Fair Value Hedging Relationships (2)
 
 
 
 
 
 
 
Interest rate contracts
$
(50
)
 
$
60

 
$
39

 
$
83

Debt
50

 
(60
)
 
(39
)
 
(83
)
Total
$

 
$

 
$

 
$

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

 
$

 
$

 
$
(1
)
Derivatives Not Designated as Hedging Instruments (3)
 
 
 
 
 
 
 
Foreign currency contracts
$
(158
)
 
$
(316
)
 
$
(220
)
 
$
(729
)
(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.

7. Accumulated Other Comprehensive Income/(Loss)
The table below presents 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, 2015
$
(2,642
)
 
$
6

 
$
(4,321
)
 
$
(5,823
)
 
$
(12,780
)
OCI before reclassifications (1)
211

 
(20
)
 
117

 
(1,978
)
 
(1,670
)
Amounts reclassified from AOCI (2) (3)
(1
)
 

 
117

 

 
116

Net current period OCI
210

 
(20
)
 
234

 
(1,978
)
 
(1,554
)
Balance at December 31, 2015
$
(2,432
)
 
$
(14
)
 
$
(4,087
)
 
$
(7,801
)
 
$
(14,334
)
(1) 
Net of tax expense/(benefit) of $132, $1 and $23 for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively.
(2) 
Net of tax expense/(benefit) of $(1), $0 and $44 for gains/losses on hedges, investment securities and pension and other retiree benefit items, respectively.
(3) 
See Note 6 for classification of gains and losses from hedges in the Consolidated Statements of Earnings. Gains and losses on investment securities are reclassified from AOCI into Other non-operating income/(loss), net. Gains and losses on pension and other retiree benefits are reclassified from AOCI into Cost of products sold and SG&A and are included in the computation of net periodic pension costs.

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. 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 December 31, 2015
 
Three Months Ended December 31, 2014
CONSOLIDATED AMOUNTS
Continuing Operations
Discontinued Operations
Total
 
Continuing Operations
Discontinued Operations
Total
Net earnings/(loss)
$
2,905

$
323

$
3,228

 
$
2,674

$
(276
)
$
2,398

Net earnings attributable to noncontrolling interests
(22
)

(22
)
 
(24
)
(2
)
(26
)
Net earnings/(loss) attributable to P&G (Diluted)
2,883

323

3,206

 
2,650

(278
)
2,372

Preferred dividends, net of tax benefit
(64
)

(64
)
 
(70
)

(70
)
Net earnings/(loss) attributable to P&G available to Common Shareholders (Basic)
$
2,819

$
323

$
3,142

 
$
2,580

$
(278
)
$
2,302

 
 
 
 
 
 
 
 
SHARES IN MILLIONS
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
2,718.9

2,718.9

2,718.9

 
2,705.7

2,705.7

2,705.7

Effect of dilutive securities
 
 
 
 
 
 
 
Conversion of preferred shares (1)
104.7

104.7

104.7

 
109.1

109.1

109.1

Exercise of stock options and other unvested equity awards (2)
41.0

41.0

41.0

 
70.4

70.4

70.4

Diluted weighted average common shares outstanding
2,864.6

2,864.6

2,864.6

 
2,885.2

2,885.2

2,885.2

 
 
 
 
 
 
 
 
PER SHARE AMOUNTS (3)
 
 
 
 
 
 
 
Basic net earnings/(loss) per common share
$
1.04

$
0.12

$
1.16

 
$
0.95

$
(0.10
)
$
0.85

Diluted net earnings/(loss) per common share
$
1.01

$
0.11

$
1.12

 
$
0.92

$
(0.10
)
$
0.82

 
 
 
 
 
 
 
 
 
Six Months Ended December 31, 2015
 
Six Months Ended December 31, 2014
CONSOLIDATED AMOUNTS
Continuing Operations
Discontinued Operations
Total
 
Continuing Operations
Discontinued Operations
Total
Net earnings/(loss)
$
5,682

$
181

$
5,863

 
$
5,390

$
(972
)
$
4,418

Net earnings attributable to noncontrolling interests
(56
)

(56
)
 
(49
)
(7
)
(56
)
Net earnings/(loss) attributable to P&G (Diluted)
5,626

181

5,807

 
5,341

(979
)
4,362

Preferred dividends, net of tax benefit
(129
)

(129
)
 
(130
)

(130
)
Net earnings/(loss) attributable to P&G available to Common Shareholders (Basic)
$
5,497

$
181

$
5,678

 
$
5,211

$
(979
)
$
4,232

 
 
 
 
 
 
 
 
SHARES IN MILLIONS
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
2,719.5

2,719.5

2,719.5

 
2,708.2

2,708.2

2,708.2

Effect of dilutive securities
 
 
 
 
 
 
 
Conversion of preferred shares (1)
105.2

105.2

105.2

 
109.7

109.7

109.7

Exercise of stock options and other unvested equity awards (2)
41.1

41.1

41.1

 
68.9

68.9

68.9

Diluted weighted average common shares outstanding
2,865.8

2,865.8

2,865.8

 
2,886.8

2,886.8

2,886.8

 
 
 
 
 
 
 
 
PER SHARE AMOUNTS (3)
 
 
 
 
 
 
 
Basic net earnings/(loss) per common share
$
2.02

$
0.07

$
2.09

 
$
1.92

$
(0.36
)
$
1.56

Diluted net earnings/(loss) per common share
$
1.97

$
0.06

$
2.03

 
$
1.85

$
(0.34
)
$
1.51



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) 
Outstanding stock options of approximately 48 million and less than 1 million for the three months ended December 31, 2015 and 2014, respectively, and approximately 69 million and less than 1 million for the six months ended December 31, 2015 and 2014, respectively, were not included in the diluted net earnings per share calculation because the options were out of the money or to do so would have been antidilutive (i.e., the total proceeds upon exercise would have exceeded the market value of the underlying common shares).
(3) 
Basic net earnings per common share and diluted net earnings per common share are calculated on net earnings 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 in excess of $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 a non-manufacturing overhead enrollment reduction target of 25% - 30% by the end of fiscal 2017.
Through fiscal 2015, the Company reduced non-manufacturing enrollment by approximately 12,600, or approximately 21%. Through December 31, 2015, the Company reduced non-manufacturing enrollment by approximately 13,500, or approximately 23%. 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. Through fiscal 2015, the Company incurred charges of approximately $3.9 billion. Approximately $2.0 billion of these charges were related to separations, $954 were asset-related costs and $944 were related to other restructuring-type costs.
For the three and six month periods ended December 31, 2015, the Company incurred total restructuring charges of approximately $219 and $362, respectively. For the three and six month periods ended December 31, 2015 approximately $46 and $89 of these charges were recorded in SG&A, respectively. For the three and six month periods ended December 31, 2015 approximately $163 and $253 of these charges were recorded in Cost of products sold, respectively. The remainder of the charges was included in discontinued operations. The following table presents restructuring activity for the six months ended December 31, 2015:
 
 
 
 
 
 
 
Six Months Ended December 31, 2015
 
 
 
Accrual Balance June 30, 2015
 
Charges Previously Reported (Three Months Ended September 30, 2015)
 
Charges for the Three Months Ended December 31, 2015
 
Cash Spent
 
Charges Against Assets
 
Accrual Balance December 31, 2015
Separations
$
362

 
$
55

 
$
70

 
$
(199
)
 
$

 
$
288

Asset-related costs

 
50

 
69

 

 
(119
)
 

Other costs
27

 
38

 
80

 
(86
)
 

 
59

Total
$
389

 
$
143

 
$
219

 
$
(285
)
 
$
(119
)
 
$
347

Separation Costs
Employee separation charges for the three and six month periods ended December 31, 2015 relate to severance packages for approximately 860 and 1,470 employees, respectively. Separations related to non-manufacturing employees were approximately 240 and 490 employees for the three and six month periods ended December 31, 2015. The packages are predominantly 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 15,770 employees, of which approximately 9,110 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 standardizations. 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 December 31, 2015
 
Six Months Ended December 31, 2015
Beauty
$
9

 
$
28

Grooming
8

 
16

Health Care
5

 
10

Fabric Care and Home Care
87

 
106

Baby, Feminine and Family Care
26

 
56

Corporate (1)
84

 
146

Total Company
$
219

 
$
362

(1) 
Corporate includes costs related to allocated overheads, including charges related to our Sales and Market Operations, Global Business Services and Corporate Functions activities and costs related to discontinued operations from our Batteries and Beauty Brands businesses.
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 tax. With respect to these and 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 materially affect 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 jurisdictional 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 until the close of the audit. 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 liabilities of approximately $300, including interest and penalties.
Additional information on the Commitments and Contingencies of the Company can be found in the Form 8-K filed October 26, 2015 to update the Annual Report on Form 10-K for the year ended June 30, 2015.

Amounts in millions of dollars unless otherwise specified.


11. Discontinued Operations
On July 9, 2015, the Company announced the signing of a definitive agreement to divest four product categories which will be merged with Coty, Inc. (“Coty”). The divestiture was initially comprised of 43 of the Company's beauty brands (“Beauty Brands”), including the global salon professional hair care and color, retail hair color, cosmetics and fine fragrance businesses, along with select hair styling brands. Subsequent to signing, two of the fine fragrance brands, Dolce & Gabbana and Christina Aguilera, were excluded from the divestiture. While the ultimate form of the transaction has not yet been decided, the Company’s current preference is for a Reverse Morris Trust split-off transaction in which P&G shareholders could elect to participate in an exchange offer to exchange their P&G shares for Coty shares. The Company expects to close the transaction in the second half of calendar year 2016, pending regulatory approvals.
Coty’s offer for the Beauty Brands, which was accepted by the Company, was $12.5 billion. The final value of the transaction will be determined at closing. Based on Coty’s stock price and outstanding shares and equity grants as of December 31, 2015, the value of the transaction was approximately $13.0 billion. The value is comprised of approximately 413 million shares, or 52% of the diluted equity of the newly combined company, valued at approximately $10.6 billion and the assumption of debt of $2.4 billion by the entity holding the Beauty Brands immediately prior to close of the transaction. The assumed debt is expected to vary between $3.9 billion and $1.9 billion, depending on a $22.06 to $27.06 per share collar of Coty’s stock based on the trading price prior to the close of the transaction, but will be subject to other contractual valuation adjustments.
The Beauty Brands were historically part of the Company's Beauty reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Beauty Brands are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Additionally, the Beauty Brands' balance sheet positions as of December 31, 2015 and June 30, 2015 are presented as assets and liabilities held for sale in the Consolidated Balance Sheets.
In November 2014, the Company reached an agreement to divest 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 $4.7 billion. As of December 31, 2015, this value has declined to $4.2 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 six months ended December 31, 2015 which reflected the total estimated proceeds from the BH transaction (see Note 4). Because the number of shares of P&G stock the Company will receive in the Batteries 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 early in calendar year 2016.
The Batteries business has 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 December 31, 2015 and June 30, 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 and our manufacturing sites in the United States and assumed the majority of the employees working in the Pet Care business. 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 and our manufacturing site in the Netherlands and assumed the majority of the employees working in the Western Europe Pet Care business. The one-time after-tax impact of these transactions was not material.
The Pet Care business was historically 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.

On July 1, 2015, the Company adopted ASU 2014-08, which included new reporting and disclosure requirements for discontinued operations. The new requirements are effective for discontinued operations occurring on or after the adoption date, which includes the Beauty Brands divestiture. All other discontinued operations prior to July 1, 2015 are reported based on the previous disclosure requirements for discontinued operations, including the Batteries and Pet Care divestitures.

Amounts in millions of dollars unless otherwise specified.


The following table summarizes total Net earnings/(loss) from discontinued operations and reconciles to the Consolidated Statements of Earnings:
 
Three Months Ended December 31
 
Six Months Ended December 31
 
2015
 
2014
 
2015
 
2014
Beauty Brands
$
238

 
$
301

 
$
388

 
$
425

Batteries
85

 
(586
)
 
(207
)
 
(1,423
)
Pet Care

 
9

 

 
26

Net earnings/(loss) from discontinued operations
$
323

 
$
(276
)
 
$
181

 
$
(972
)
The Beauty Brands incurred transition costs of $18 for the six months ended December 31, 2015. On January 26, 2016, Beauty Brands drew on its Term B loan of $1.0 billion. The proceeds will be held in restricted cash in escrow until the anticipated legal integration activities prior to close. Beauty Brands has additional debt funding commitments of $3.5 billion.
The following table summarizes total assets and liabilities held for sale and reconciles to the Consolidated Balance Sheets:
 
December 31, 2015
 
June 30, 2015
 
Beauty Brands
Batteries
Total
 
Beauty Brands
Batteries
Total
Current assets held for sale
$
6,026

$
3,197

$
9,223

 
$
922

$
3,510

$
4,432

Noncurrent assets held for sale



 
5,204


5,204

Total assets held for sale
$
6,026

$
3,197

$
9,223

 
$
6,126

$
3,510

$
9,636

 
 
 
 
 
 
 
 
Current liabilities held for sale
$
1,247

$
1,213

$
2,460

 
$
356

$
1,187

$
1,543

Noncurrent liabilities held for sale



 
717


717

Total liabilities held for sale
$
1,247

$
1,213

$
2,460

 
$
1,073

$
1,187

$
2,260

The following is selected financial information included in Net earnings/(loss) from discontinued operations for the Beauty Brands:
 
Beauty Brands
 
Three Months Ended December 31
 
Six Months Ended December 31
 
2015
 
2014
 
2015
 
2014
Net sales
$
1,404

 
$
1,666

 
$
2,623

 
$
3,081

Cost of products sold
443

 
525

 
828

 
1,000

Selling, general and administrative expense
664

 
773

 
1,311

 
1,568

Other non-operating income/(loss), net
(3
)
 

 
(2
)
 
8

Earnings from discontinued operations before income taxes
$
294

 
$
368

 
$
482

 
$
521

Income taxes on discontinued operations
56

 
67

 
94

 
96

Net earnings from discontinued operations
$
238

 
$
301

 
$
388

 
$
425

The following is selected financial information included in cash flows from discontinued operations for the Beauty Brands:
 
Beauty Brands
 
Six Months Ended December 31
 
2015
 
2014
SIGNIFICANT NON-CASH OPERATING ITEMS
 
 
 
Depreciation and amortization
$
52

 
$
64

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
$
(35
)
 
$
(48
)

Amounts in millions of dollars unless otherwise specified.


The major components of assets and liabilities of the Beauty Brands held for sale are provided below. The assets and liabilities held for sale will evolve up to the closing date for normal operational changes as well as contractual adjustments including the assumption of debt, pension plan funding and other provisions.
 
Beauty Brands
 
December 31, 2015 (1)
 
June 30, 2015
Cash
$
12

 
$
9

 
Accounts receivable
352

 
293

 
Inventories
495

 
476

 
Prepaid expenses and other assets
51

 
144

 
Property, plant and equipment, net
586

 
613

(2) 
Goodwill and intangible assets, net
4,443

 
4,513

(2) 
Other noncurrent assets
87

 
78

(2) 
Total current assets held for sale
$
6,026

 
$
922

 
Total noncurrent assets held for sale

 
5,204

 
Total assets held for sale
$
6,026

 
$
6,126

 
 
 
 
 
 
Accounts payable
$
160

 
$
118

 
Accrued and other liabilities
340

 
238

 
Noncurrent deferred tax liabilities
365

 
352

(2) 
Other noncurrent liabilities
382

 
365

(2) 
Total current liabilities held for sale
$
1,247

 
$
356

 
Total noncurrent liabilities held for sale

 
717

 
Total liabilities held for sale
$
1,247

 
$
1,073

 
(1) 
The Company expects the Beauty Brands transaction to close in the second half of calendar year 2016. Therefore, for the period ended December 31, 2015, all assets and liabilities held for sale are reported as current assets and liabilities held for sale on the Consolidated Balance Sheets.
(2) 
Amounts as of June 30, 2015 are reflected as part of the noncurrent assets and liabilities held for sale.

Amounts in millions of dollars unless otherwise specified.


The following is selected financial information included in Net earnings/(loss) from discontinued operations for the Batteries and Pet Care businesses:
 
Three Months Ended December 31
 
Six Months Ended December 31
 
2015
 
2014
 
2015
 
2014
 
Batteries
 
Batteries
Pet Care
Total
 
Batteries
 
Batteries
Pet Care
Total
Net sales
$
691

 
$
782

$
72

$
854

 
$
1,197

 
$
1,388

$
235

$
1,623

Earnings before impairment charges and income taxes
138

 
257

(5
)
252

 
231

 
393

14

407

Impairment charges

 
(740
)

(740
)
 
(402
)
 
(1,713
)

(1,713
)
Income tax (expense)/benefit
(53
)
 
(103
)

(103
)
 
(36
)
 
(103
)
(6
)
(109
)
Gain on sale before income taxes

 

13

13

 

 

205

205

Income tax (expense)/benefit on sale

 

1

1

 

 

(187
)
(187
)
Net earnings/(loss) from discontinued operations
$
85

 
$
(586
)
$
9

$
(577
)
 
$
(207
)
 
$
(1,423
)
$
26

$
(1,397
)
The major components of current assets and current liabilities of the Batteries business held for sale were as follows:
 
Batteries
 
December 31, 2015
 
June 30, 2015
Cash
$
28

 
$
25

Accounts Receivable
297

 
245

Inventories
306

 
304

Prepaid expenses and other current assets
22

 
28

Property, plant and equipment, net
508

 
496

Goodwill and intangible assets, net
2,025

 
2,389

Other noncurrent assets
11

 
23

Total current assets held for sale
$
3,197

 
$
3,510

 
 
 
 
Accounts payable
$
183

 
$
195

Accrued and other liabilities
278

 
194

Long-term debt
23

 
18

Noncurrent deferred tax liabilities
729

 
780

Total current liabilities held for sale
$
1,213

 
$
1,187



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 Notes 4, 10 and 11 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, which are subject to risks and uncertainties that may cause 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 risks, including foreign currency fluctuations, currency exchange or pricing controls and localized volatility; (2) the ability to successfully manage local, regional or global economic volatility, including disruptions in credit markets, reduced market growth rates or changes affecting our credit rating, and generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to maintain key manufacturing and supply arrangements (including sole supplier and sole manufacturing plant arrangements) and manage disruption of business due to factors outside of our control, such as natural disasters and acts of war or terrorism; (4) 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; (5) 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; (6) the ability to compete with our local and global competitors in new and existing sales channels by successfully responding to competitive factors, including prices, promotional incentives and trade terms for products; (7) the ability to manage and maintain key customer relationships; (8) 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; (9) 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; (10) 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; (11) the ability to successfully manage regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, intellectual property, antitrust, privacy, accounting standards and environmental) and to resolve pending matters within current estimates; (12) the ability to manage changes in applicable tax laws and regulations; (13) 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 (14) 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 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 – Six Months Ended December 31, 2015
Economic Conditions and Uncertainties
Results of Operations – Three and Six Months Ended December 31, 2015
Business Segment Discussion – Three and Six Months Ended December 31, 2015
Liquidity and Capital Resources
Reconciliation of Measures Not Defined by U.S. GAAP
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 (Core EPS), free cash flow and adjusted free cash flow productivity. Organic sales growth is net sales growth excluding the impacts of the Venezuela deconsolidation, acquisitions, divestitures and foreign exchange from year-over-year comparisons. Core EPS is 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 productivity is the ratio of free cash flow to net earnings excluding impairment charges on the Batteries business. We believe these measures provide our investors with additional information about our underlying results and trends, as well as insight to some of the metrics used to evaluate management. 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
P&G is a global leader in fast-moving consumer 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, distributors, e-commerce, high-frequency stores and pharmacies. 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.
The table below provides more information about the components of our reportable segment structure.
Reportable Segment
Global Business Units (Categories)
Billion Dollar Brands
Beauty
Skin and Personal Care (Antiperspirant and Deodorant, Personal Cleansing, Skin Care); Hair Care
Head & Shoulders, Olay, Pantene, SK-II
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 and six months ended December 31, 2015 (excluding net sales and net earnings in Corporate):
 
Three Months Ended December 31, 2015
 
Six Months Ended December 31, 2015
 
Net Sales
 
Net Earnings
 
Net Sales
 
Net Earnings
Beauty
17%
 
20%
 
18%
 
21%
Grooming
11%
 
15%
 
11%
 
15%
Health Care
12%
 
14%
 
11%
 
12%
Fabric Care and Home Care
32%
 
27%
 
32%
 
27%
Baby, Feminine and Family Care
28%
 
24%
 
28%
 
25%
Total Company
100%
 
100%
 
100%
 
100%

SUMMARY OF RESULTS
Following are highlights of results for the six months ended December 31, 2015 versus the six months ended December 31, 2014:
Net sales decreased 10% versus the previous year to $33.4 billion. Organic sales, which exclude the impacts of acquisitions and divestitures, foreign exchange and Venezuela deconsolidation, were unchanged. Organic sales increased 1% in Fabric Care and Home Care, Grooming and Health Care, decreased 2% in Baby, Feminine and Family Care, and were unchanged in Beauty.
Unit volume decreased 4% on an all-in and 3% on an organic basis. Volume decreased low single digits in Fabric Care and Home Care and Grooming. Volume decreased mid-single digits in Health Care and Baby, Feminine and Family Care and was down high single digits in Beauty.
Net earnings from continuing operations were $5.7 billion, an increase of $292 million, or 5% versus the prior year period. This increase was driven primarily by operating margin expansion, which more than offset the reduction in net sales.
Diluted net earnings per share from continuing operations increased 6% to $1.97.
Net earnings attributable to Procter & Gamble were $5.8 billion, an increase of $1.4 billion, or 33% versus the prior year period. This was primarily driven by higher base period impairment charges in discontinued operations related to our Batteries business, as well as the increase in net earnings from continuing operations.
Core net earnings per share, which excludes discontinued operations, incremental restructuring charges, prior year charges for balance sheet remeasurement related to the Venezuelan currency and charges for certain European legal matters, increased 4% to $2.02.
Operating cash flow was $8.0 billion. Free cash flow, which is operating cash flow less capital expenditures, was $6.8 billion. Adjusted free cash flow productivity, which is the ratio of free cash flow to net earnings excluding impairment charges on the Batteries business, was 109%.
ECONOMIC CONDITIONS AND UNCERTAINTIES
Global Economic Conditions. Current macroeconomic factors remain dynamic, and any causes of market size contraction, such as reduced GDP in commodity-dependent economies as commodity prices decline, 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 slowdowns 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 if there is a negative impact on consumption of our products. 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. We have both translation and transaction exposure to the fluctuation of exchange rates. Translation exposures relate to exchange rate impacts of measuring income statements of foreign subsidiaries that do not use the U.S. dollar as their functional currency. Transaction exposures relate to 1) the impact from input costs that are denominated in a currency other than the local reporting currency and 2) the revaluation of transaction-related working capital balances denominated in currencies other than the functional currency. In 2015 and 2014, the U.S. dollar has strengthened versus a number of foreign currencies leading to lower sales and earnings from these foreign exchange impacts. Certain countries experiencing significant exchange rate fluctuations, like Argentina, Brazil, Japan, Mexico and Russia 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 impacts, 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 Argentina, Egypt, Nigeria and Ukraine. Changes in government policies in these areas might cause an increase or decrease in our sales, operating margin and net earnings. During fiscal 2015, the Company deconsolidated its Venezuelan subsidiaries due to evolving conditions that resulted in an other-than-temporary lack of exchangeability between the Venezuelan bolivar and U.S. dollar and restricted our ability to pay dividends and satisfy certain other obligations denominated in U.S. dollars.
For information on risk factors that could impact our results, refer to Part I, Item 1A "Risk Factors" in the Company's Form 10-K for the fiscal year ended June 30, 2015.
RESULTS OF OPERATIONS – Three Months Ended December 31, 2015
The following discussion provides a review of results for the three months ended December 31, 2015 versus the three months ended December 31, 2014.
 
Three Months Ended December 31
Amounts in millions, except per share amounts
2015
 
2014
 
% Chg
Net sales
$
16,915

 
$
18,495

 
(9
)%
Operating income
3,853

 
3,579

 
8
 %
Net earnings from continuing operations
2,905

 
2,674

 
9
 %
Net earnings/(loss) from discontinued operations
323

 
(276
)
 
N/A

Net earnings attributable to Procter & Gamble
3,206

 
2,372

 
35
 %
Diluted net earnings per common share
1.12

 
0.82

 
37
 %
Diluted net earnings per share from continuing operations
1.01

 
0.92

 
10
 %
Core earnings per common share
1.04

 
0.95

 
9
 %
 
COMPARISONS AS A % OF NET SALES
2015
 
2014
 
Basis Pt Chg
Gross margin
50.0%
 
48.3%
 
170
Selling, general & administrative expense
27.2%
 
29.0%
 
(180)
Operating margin
22.8%
 
19.4%
 
340
Earnings from continuing operations before income taxes
22.5%
 
18.8%
 
370
Net earnings from continuing operations
17.2%
 
14.5%
 
270
Net earnings attributable to Procter & Gamble
19.0%
 
12.8%
 
620
Net Sales
Net sales decreased 9% to $16.9 billion for the second quarter. Unit volume decreased 3%. Unfavorable foreign exchange reduced net sales by 8%. Sales growth in each business segment benefited, to varying degrees, from price increases taken with new product innovations and/or to offset the impact of currency devaluation in markets such as Russia, Brazil and Mexico. Higher pricing increased net sales by 3%. The mix impact of minor brand divestitures and the Venezuela deconsolidation reduced net sales by 1%. Volume decreased low single digits in Fabric Care and Home Care, Grooming and Health Care. Volume decreased mid-single digits in Baby, Feminine and Family Care and was down high single digits in Beauty. Volume increased low single digits in developed regions and decreased high single digits in developing regions. Developing market volume was negatively affected by retailer actions to manage inventory levels relative to consumption trends in the markets most affected by currency devaluation (particularly Russia) and in markets where we have recently adjusted trade terms in certain sales channels (particularly China). Organic sales increased 2%, as a 2% decline in organic volume was more than offset by improved pricing and mix.
 
Net Sales Change Drivers 2015 vs. 2014 (Three Months Ended December 31)*
 
Volume with Acquisitions & Divestitures
 
Volume Excluding Acquisitions & Divestitures
 
Foreign Exchange
 
Price
 
Mix
 
Other**
 
Net Sales Growth
Beauty
(7)%
 
(3)%
 
(7)%
 
4%
 
—%
 
—%
 
(10)%
Grooming
(2)%
 
(1)%
 
(12)%
 
6%
 
(2)%
 
—%
 
(10)%
Health Care
(3)%
 
(3)%
 
(8)%
 
3%
 
3%
 
—%
 
(5)%
Fabric Care and Home Care
(1)%
 
—%
 
(8)%
 
1%
 
1%
 
—%
 
(7)%
Baby, Feminine and Family Care
(4)%
 
(3)%
 
(7)%
 
3%
 
(1)%
 
(1)%
 
(10)%
Total Company
(3)%
 
(2)%
 
(8)%
 
3%
 
—%
 
(1)%
 
(9)%
* Net sales percentage changes are approximations based on quantitative formulas that are consistently applied.
** Other includes the sales mix impact from acquisitions/divestitures, Venezuela deconsolidation and rounding impacts necessary to reconcile volume to net sales.
Operating Costs
Gross margin increased 170 basis points to 50.0% of net sales for the quarter. Gross margin increased primarily due to a 170 basis point positive impact from manufacturing cost savings, a 130 basis point benefit of higher pricing and a 100 basis point benefit from lower commodity costs. These impacts were partially offset by an 80 basis point negative impact from unfavorable foreign exchange, a 50 basis point decrease due to incremental restructuring charges and a 100 basis point decline from unfavorable mix, including product mix across segments (disproportionate decline in Beauty which has higher than average gross margin) and product forms within certain businesses, and other impacts.
Total SG&A decreased 14% to $4.6 billion due to foreign exchange impacts and productivity efforts in both overhead and marketing. SG&A as a percentage of net sales decreased 180 basis points to 27.2%, due to lower foreign exchange transactional charges and the decreased spending behind productivity efforts, partially offset by the negative scale impacts from reduced sales. Marketing spending as a percentage of net sales increased 10 basis points as lower expense was offset by the negative scale impacts from reduced sales. Overhead costs as a percentage of net sales decreased 60 basis points, as 100 basis points of productivity savings in overhead spending were partially offset by wage inflation, investments in research and development and the negative scale impacts from reduced sales. Lower foreign exchange transactional charges, from revaluing receivables and payables from transactions denominated in a currency other than a local entity’s functional currency, reduced SG&A as a percentage of net sales by 80 basis points.
Non-Operating Expenses and Income
Interest expense was $143 million for the quarter, a decrease of $17 million versus the prior year period due to lower average debt and a decrease in weighted average interest rates. Interest income was $58 million for the quarter, an increase of $24 million versus the prior year, due to an increase in cash, cash equivalents and investment securities. Other non-operating income increased $16 million to $35 million.
Income Taxes
The effective tax rate on continuing operations increased 60 basis points to 23.6%, primarily due to a less favorable impact of discrete benefits related to uncertain income tax positions (80 basis points in the current year compared to 250 basis points in the prior year) partially offset by a more favorable geographic mix of earnings.
Net Earnings from Continuing Operations
Net earnings from continuing operations increased $231 million or 9% for the quarter. This increase was caused by the 340 basis point increase in operating income margin, driven by the decrease in SG&A as a percentage of net sales and the gross margin expansion (both discussed above), which more than offset the reduction in net sales. Foreign exchange impacts reduced net earnings by about $300 million for the quarter due to weakening of certain key currencies against the U.S. dollar, primarily the currencies of Argentina, Brazil, Mexico and Russia. 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 increased 10% to $1.01 due to increased net earnings and a reduction in the weighted average number of shares outstanding.
Discontinued Operations
The net earnings from discontinued operations improved by $599 million to $323 million in the current period versus a net loss of $276 million in the prior year. This was driven by a $740 million after-tax impairment charge in the Batteries business in the base period, partially offset by a decrease in the earnings of the Beauty Brands, which are currently classified as held for sale (see Notes 4 and 11 to the Consolidated Financial Statements).
Net Earnings
Net earnings attributable to Procter & Gamble increased $834 million or 35% to $3.2 billion for the quarter. The increase was due to the base period impairment charge in the Batteries business in discontinued operations (discussed above) and the increase in net earnings from continuing operations. Diluted net earnings per share increased 37% to $1.12. Core net earnings per share increased 9% to $1.04. Core net earnings per share represents diluted net earnings per share from continuing operations excluding incremental restructuring charges related to our productivity and cost savings plans and charges related to certain European legal matters.
Foreign Currency Translation – Venezuela Impacts
There are a number of currency and other operating controls and restrictions in Venezuela, which have evolved over time and may continue to evolve in the future. These evolving conditions resulted in an other-than-temporary lack of exchangeability between the Venezuelan bolivar and U.S. dollar and restricted our Venezuelan operations’ ability to pay dividends and satisfy certain other obligations denominated in U.S. dollars. For accounting purposes, this resulted in a lack of control over our Venezuelan subsidiaries. Therefore, in accordance with the applicable accounting standards for consolidation, effective June 30, 2015, we deconsolidated our Venezuelan subsidiaries and began accounting for our investment in those subsidiaries using the cost method of accounting. This resulted in a write-off of all of the net assets of our Venezuela subsidiaries, along with Venezuela related assets held by other subsidiaries. Beginning with the first quarter of fiscal 2016, our financial results only include sales of finished goods to our Venezuelan subsidiaries to the extent we receive payments from Venezuela (expected to be largely through the CENCOEX exchange market). Accordingly, we no longer include the results of our Venezuelan subsidiaries’ operations in our financial results.

RESULTS OF OPERATIONS – Six Months Ended December 31, 2015
The following discussion provides a review of results for the six months ended December 31, 2015 versus the six months ended December 31, 2014.
 
Six Months Ended December 31, 2015
Amounts in millions, except per share amounts
2015
 
2014
 
% Chg
Net sales
$
33,442

 
$
37,266

 
(10
)%
Operating income
7,621

 
7,212