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PROCTER & GAMBLE Co Form 10-K Annual Report Filed 2017-08-07

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PROCTER & GAMBLE Co Form 10-K Annual Report Filed 2017-08-07 SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2017-08-07 | Period of Report: 2017-06-30 SEC Accession No. 0000080424-17-000047 (HTML Version on secdatabase.com) FILER PROCTER & GAMBLE Co Mailing Address Business Address ONE PROCTER & GAMBLE ONE PROCTER & GAMBLE CIK:80424| IRS No.: 310411980 | State of Incorp.:OH | Fiscal Year End: 0630 PLAZA PLAZA Type: 10-K | Act: 34 | File No.: 001-00434 | Film No.: 171011509 CINCINNATI OH 45202 CINCINNATI OH 45202 SIC: 2840 Soap, detergents, cleang preparations, perfumes, cosmetics 5139831100 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark one) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-434 THE PROCTER & GAMBLE COMPANY One Procter & Gamble Plaza, Cincinnati, Ohio 45202 Telephone (513) 983-1100 IRS Employer Identification No. 31-0411980 State of Incorporation: Ohio Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, without Par Value New York Stock Exchange, NYSE Euronext-Paris Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filed," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if smaller reporting company) Smaller reporting company ¨ Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 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 The aggregate market value of the voting stock held by non-affiliates amounted to $215 billion on December 31, 2016. There were 2,550,014,230 shares of Common Stock outstanding as of July 31, 2017. Documents Incorporated by Reference Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Portions of the Proxy Statement for the 2017 Annual Meeting of Shareholders, which was filed on August 1, 2017 (2017 Proxy Statement), are incorporated by reference into Part III of this report to the extent described herein. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business 1 Item 1A. Risk Factors 2 Item 1B. Unresolved Staff Comments 6 Item 2. Properties 6 Item 3. Legal Proceedings 6 Item 4. Mine Safety Disclosure 6 Executive Officers of the Registrant 7 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 6. Selected Financial Data 10 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 32 Item 8. Financial Statements and Supplementary Data 33 Management's Report and Reports of Independent Registered Public Accounting Firm 33 Consolidated Statements of Earnings 36 Consolidated Statements of Comprehensive Income 37 Consolidated Balance Sheets 38 Consolidated Statements of Shareholders' Equity 39 Consolidated Statements of Cash Flows 40 Notes to Consolidated Financial Statements 41 Note 1: Summary of Significant Accounting Policies 41 Note 2: Segment Information 44 Note 3: Supplemental Financial Information 46 Note 4: Goodwill and Intangible Assets 48 Note 5: Income Taxes 49 Note 6: Earnings Per Share 51 Note 7: Stock-based Compensation 52 Note 8: Postretirement Benefits and Employee Stock Ownership Plan 53 Note 9: Risk Management Activities and Fair Value Measurements 58 Note 10: Short-term and Long-term Debt 61 Note 11: Accumulated Other Comprehensive Income/(Loss) 62 Note 12: Commitments and Contingencies 62 Note 13: Discontinued Operations 63 Note 14: Quarterly Results (Unaudited) 66 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 67 Item 9A. Controls and Procedures 67 Item 9B. Other Information 67 PART III Item 10. Directors, Executive Officers and Corporate Governance 67 Item 11. Executive Compensation 67 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 68 Item 13. Certain Relationships and Related Transactions and Director Independence 69 Item 14. Principal Accountant Fees and Services 69 PART IV Item 15. Exhibits and Financial Statement Schedules 69 Item 16. Form 10-K Summary 71 Signatures 72 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit Index 73 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Procter & Gamble Company 1 PART I Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document stores, membership club stores, drug stores, department stores, Item 1. Business. distributors, wholesalers, baby stores, specialty beauty stores, e- commerce, high-frequency stores and pharmacies. We utilize our Additional information required by this item is incorporated superior marketing and online presence to win with consumers herein by reference to Management's Discussion and Analysis at the "zero moment of truth" - when they are searching for (MD&A); and Notes 1 and 2 to our Consolidated Financial information about a brand or product. We work collaboratively Statements. Unless the context indicates otherwise, the terms the with our customers to improve the in-store and online presence "Company," "P&G," "we," "our" or "us" as used herein refer of our products and win the "first moment of truth" - when a to The Procter & Gamble Company (the registrant) and its consumer is shopping in the store or online. We must also win the subsidiaries. "second moment of truth" - when a consumer uses the product, The Procter & Gamble Company is focused on providing branded evaluates how well it met his or her expectations and decides consumer packaged goods of superior quality and value to whether it was a good value. We believe we must continue to improve the lives of the world's consumers. The Company was provide new, innovative products and branding to the consumer in incorporated in Ohio in 1905, having been built from a business order to grow our business. Accordingly, marketing and research founded in 1837 by William Procter and James Gamble. Today, and product development activities, designed to enable sustained our products are sold in more than 180 countries and territories. organic growth, continued to carry a high priority during the past Throughout this Form 10-K, we incorporate by reference fiscal year. information from other documents filed with the Securities and Key Product Categories. Information on key product categories Exchange Commission (SEC). can be found in Note 2 to our Consolidated Financial Statements. The Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments Key Customers. Our customers include mass merchandisers, thereto, are filed electronically with the SEC. The SEC maintains grocery stores, membership club stores, drug stores, department an internet site that contains these reports at: www.sec.gov. You stores, distributors, wholesalers, baby stores, specialty beauty can also access these reports through links from our website at: stores, e-commerce, high-frequency stores and pharmacies. Sales www.pginvestor.com. to Wal-Mart Stores, Inc. and its affiliates represent approximately 16% of our total sales in 2017, and 15% in 2016 and 2015. No Copies of these reports are also available, without charge, by other customer represents more than 10% of our total sales. Our contacting Wells Fargo, 1100 Centre Pointe Curve, Suite 101, top ten customers accounted for approximately 35% of our total Mendota, MN 55120-4100.
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