FY2021 10-K Report
Total Page：16
File Type：pdf, Size：1020Kb
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 TRUE For the Fiscal Year Ended June 30, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 False For the transition period from to Commission File No. 1-434 cin natiPla THE PROCTER & GAMBLE COMPANY OH452 za One Procter & Gamble Plaza, Cincinnati, Ohio 45202 -1102 513 Telephone (513) 983-1100 19800 IRS Employer Identification No. 31-0411980 0 State of Incorporation: Ohio OH Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, without Par Value PG New York Stock Exchange 2.000% notes due 2021 PG21 New York Stock Exchange 2.000% notes due 2022 PG22B New York Stock Exchange 1.125% notes due 2023 PG23A New York Stock Exchange 0.500% notes due 2024 PG24A New York Stock Exchange 0.625% notes due 2024 PG24B New York Stock Exchange 1.375% notes due 2025 PG25 New York Stock Exchange 4.875% EUR notes due May 2027 PG27A New York Stock Exchange 1.200% notes due 2028 PG28 New York Stock Exchange 1.250% notes due 2029 PG29B New York Stock Exchange 1.800% notes due 2029 PG29A New York Stock Exchange 6.250% GBP notes due January 2030 PG30 New York Stock Exchange 5.250% GBP notes due January 2033 PG33 New York Stock Exchange 1.875% notes due 2038 PG38 New York Stock Exchange 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 every Interactive Data File required to be submitted 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, 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 ¨ Smaller reporting company ¨ FALSE Emerging growth company ¨ FALSE 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 False Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes þ No o TRUE The aggregate market value of the voting stock held by non-affiliates amounted to $341 billion on December 31, 2020. There were 2,427,424,874 shares of Common Stock outstanding as of July 31, 2021. Documents Incorporated by Reference Portions of the Proxy Statement for the 2021 Annual Meeting of Shareholders, which will be filed within one hundred and twenty days of the fiscal year ended June 30, 2021 (2021 Proxy Statement), are incorporated by reference into Part III of this report to the extent described herein. FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business 1 Item 1A. Risk Factors 2 Item 1B. Unresolved Staff Comments 8 Item 2. Properties 8 Item 3. Legal Proceedings 8 Item 4. Mine Safety Disclosure 8 Information about our Executive Officers 9 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 10 Item 6. Intentionally Omitted 11 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 33 Item 8. Financial Statements and Supplementary Data 34 Management's Report and Reports of Independent Registered Public Accounting Firm 34 Consolidated Statements of Earnings 38 Consolidated Statements of Comprehensive Income 39 Consolidated Balance Sheets 40 Consolidated Statements of Shareholders' Equity 41 Consolidated Statements of Cash Flows 42 Notes to Consolidated Financial Statements 43 Note 1: Summary of Significant Accounting Policies 43 Note 2: Segment Information 45 Note 3: Supplemental Financial Information 47 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 59 Note 10: Short-term and Long-term Debt 62 Note 11: Accumulated Other Comprehensive Income/(Loss) 63 Note 12: Leases 64 Note 13: Commitments and Contingencies 65 Note 14: Merck Acquisition 65 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 65 Item 9A. Controls and Procedures 65 Item 9B. Other Information 65 PART III Item 10. Directors, Executive Officers and Corporate Governance 66 Item 11. Executive Compensation 66 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 66 Item 13. Certain Relationships and Related Transactions and Director Independence 67 Item 14. Principal Accountant Fees and Services 67 PART IV Item 15. Exhibits and Financial Statement Schedules 67 Item 16. Form 10-K Summary 69 Signatures 70 Exhibit Index 71 The Procter & Gamble Company 1 PART I Item 1. Business. value to consumers and our retail customers in each price tier The Procter & Gamble Company (the Company) is focused in which we compete. Productivity improvement is also on providing branded products of superior quality and value critical to delivering our objectives of balanced top and to improve the lives of the world's consumers, now and for bottom-line growth and value creation. generations to come. The Company was incorporated in Key Product Categories. Information on key product Ohio in 1905, having first been established as a New Jersey categories can be found in the MD&A and Note 2 to our corporation in 1890, and was built from a business founded Consolidated Financial Statements. in Cincinnati in 1837 by William Procter and James Gamble. Key Customers. Our customers include mass Today, our products are sold in more than 180 countries and merchandisers, e-commerce, grocery stores, membership territories. club stores, drug stores, department stores, distributors, Additional information required by this item is incorporated wholesalers, specialty beauty stores (including airport duty- herein by reference to Management's Discussion and free stores), high-frequency stores, pharmacies, electronics Analysis (MD&A); and Notes 1 and 2 to our Consolidated stores and professional channels. These customers sell our Financial Statements. Unless the context indicates products to individual consumers. We also sell direct to otherwise, the terms the "Company," "P&G," "we," "our" or consumers. Sales to Walmart Inc. and its affiliates represent "us" as used herein refer to The Procter & Gamble Company approximately 15% of our total sales in 2021, 2020 and (the registrant) and its subsidiaries. 2019. No other customer represents more than 10% of our Throughout this Form 10-K, we incorporate by reference total sales. Our top ten customers accounted for information from other documents filed with the Securities approximately 39% of our total sales in 2021, 38% in 2020 and Exchange Commission (SEC). and 36% in 2019. The Company's Annual Report on Form 10-K, quarterly Sources and Availability of Materials. Almost all of the reports on Form 10-Q and current reports on Form 8-K, and raw and packaging materials used by the Company are amendments thereto, are filed electronically with the SEC. purchased from third parties, some of whom are single- The SEC maintains an internet site that contains these source suppliers. We produce certain raw materials, reports at: www.sec.gov. You can also access these reports primarily chemicals, for further use in the manufacturing through links from our website at: www.pginvestor.com. process. In addition, fuel, natural gas and derivative P&G includes the website link solely as a textual reference. products are important commodities consumed in our The information contained on our website is not manufacturing processes and in the transportation of input incorporated by reference into this report. materials and finished products to customers. The prices we Copies of these reports are also available, without charge, by pay for materials and other commodities are subject to contacting EQ Shareowner Services, 1100 Centre Pointe fluctuation. When prices for these items change, we may or Curve, Suite 101, Mendota, MN 55120-4100.