UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act Of 1934
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Date of Report (Date of earliest event reported)
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September 16, 2013
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THE PROCTER & GAMBLE COMPANY
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(Exact name of registrant as specified in its charter)
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Ohio
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1-434
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31-0411980
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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One Procter & Gamble Plaza, Cincinnati, Ohio
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45202
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(Address of principal executive offices)
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Zip Code
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(513) 983-1100
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45202
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(Registrant's telephone number, including area code)
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Zip Code
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01 REGULATION FD DISCLOSURE
The Procter & Gamble Company (the "Company") changed our segment reporting structure effective July 1, 2013. This Form 8-K provides pro forma historical segment earnings information for the three months ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011, as well as for the twelve months ended June 30, 2013 and June 30, 2012, reflecting the change in the reporting structure of the Company. This information in no way revises or restates the Consolidated Statement of Earnings, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheets, Consolidated Statement of Shareholders' Equity or Consolidated Statements of Cash Flows for the Company and consolidated subsidiaries for any period.
Fiscal Year 2014 Changes to Global Business Unit ("GBU") Structure
Effective July 1, 2013, the Company implemented a number of changes to our GBU structure, which resulted in changes to our reportable segments. We organized our GBUs into four industry-based sectors, comprised of 1) Beauty, 2) Health and Grooming, 3) Fabric and Home Care, and 4) Baby, Feminine and Family Care. Under U.S. GAAP, the GBUs underlying these sectors will be aggregated into five reportable segments: 1) Beauty, 2) Grooming, 3) Health Care, 4) Fabric Care and Home Care, and 5) Baby, Feminine and Family Care. As a result, Feminine Care transitioned from Health Care to Baby, Feminine and Family Care. Additionally, Pet Care transitioned from Fabric Care and Home Care to Health Care.
The above changes will be reflected in the consolidated financial statements and segment reporting beginning in fiscal year 2014, starting with the Form 10-Q for the three months ended September 30, 2013. In advance of the Form 10-Q filing, this document provides pro forma sales and earnings information for the affected segments for the three months ended June 30, 2013, March 31, 2013, and December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, as well as for the twelve months ended June 30, 2013 and June 30, 2012.
|
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
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|||||||
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(Amounts in Millions)
|
|||||||
|
Segment Earnings Information
|
|||||||
|
Three Months Ended June 30, 2013
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
||
|
Beauty
|
$ 4,850
|
$ 533
|
$ 404
|
$ 4,850
|
$ 533
|
$ 404
|
|
|
Grooming
|
1,981
|
536
|
409
|
1,981
|
536
|
409
|
|
|
Health Care
|
3,116
|
547
|
386
|
2,221
|
210
|
154
|
|
|
Fabric Care and Home Care
|
6,737
|
989
|
624
|
6,379
|
1,033
|
654
|
|
|
Baby, Feminine, and Family Care1
|
4,192
|
816
|
511
|
5,445
|
1,109
|
713
|
|
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Corporate
|
(221)
|
(910)
|
(452)
|
(221)
|
(910)
|
(452)
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|
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Total Company
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$ 20,655
|
$ 2,511
|
$ 1,882
|
$ 20,655
|
$ 2,511
|
$ 1,882
|
|
|
(1) Previously referred to as the Baby Care and Family Care segment
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|||||||
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THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
|
|||||||
|
(Amounts in Millions)
|
|||||||
|
Segment Earnings Information
|
|||||||
|
Three Months Ended March 31, 2013
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
||
|
Beauty
|
$ 4,763
|
$ 692
|
$ 535
|
$ 4,763
|
$ 692
|
$ 535
|
|
|
Grooming
|
1,931
|
593
|
444
|
1,931
|
593
|
444
|
|
|
Health Care
|
3,274
|
731
|
493
|
2,406
|
459
|
305
|
|
|
Fabric Care and Home Care
|
6,587
|
1,087
|
693
|
6,195
|
1,065
|
679
|
|
|
Baby, Feminine, and Family Care1
|
4,277
|
939
|
608
|
5,537
|
1,233
|
810
|
|
|
Corporate
|
(234)
|
(754)
|
(182)
|
(234)
|
(754)
|
(182)
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|
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Total Company
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$ 20,598
|
$ 3,288
|
$ 2,591
|
$ 20,598
|
$ 3,288
|
$ 2,591
|
|
|
(1) Previously referred to as the Baby Care and Family Care segment
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|||||||
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THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
|
|||||||
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(Amounts in Millions)
|
|||||||
|
Segment Earnings Information
|
|||||||
|
Three Months Ended December 31, 2012
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
||
|
Beauty
|
$ 5,403
|
$ 1,138
|
$ 877
|
$ 5,403
|
$ 1,138
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$ 877
|
|
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Grooming
|
2,119
|
695
|
518
|
2,119
|
695
|
518
|
|
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Health Care
|
3,267
|
733
|
512
|
2,470
|
501
|
350
|
|
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Fabric Care and Home Care
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7,223
|
1,380
|
906
|
6,785
|
1,338
|
879
|
|
|
Baby, Feminine, and Family Care1
|
4,322
|
945
|
611
|
5,557
|
1,219
|
800
|
|
|
Corporate
|
(159)
|
327
|
652
|
(159)
|
327
|
652
|
|
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Total Company
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$ 22,175
|
$ 5,218
|
$ 4,076
|
$ 22,175
|
$ 5,218
|
$ 4,076
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|
|
(1) Previously referred to as the Baby Care and Family Care segment
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|||||||
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THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
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|||||||
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(Amounts in Millions)
|
|||||||
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Segment Earnings Information
|
|||||||
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Three Months Ended September 30, 2012
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
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||
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Beauty
|
$ 4,940
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$ 852
|
$ 658
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$ 4,940
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$ 852
|
$ 658
|
|
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Grooming
|
2,007
|
634
|
466
|
2,007
|
634
|
466
|
|
|
Health Care
|
3,174
|
758
|
507
|
2,322
|
486
|
321
|
|
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Fabric Care and Home Care
|
6,900
|
1,369
|
903
|
6,503
|
1,327
|
877
|
|
|
Baby, Feminine, and Family Care1
|
3,999
|
809
|
512
|
5,248
|
1,123
|
724
|
|
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Corporate
|
(281)
|
(596)
|
(193)
|
(281)
|
(596)
|
(193)
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|
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Total Company
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$ 20,739
|
$ 3,826
|
$ 2,853
|
$ 20,739
|
$ 3,826
|
$ 2,853
|
|
|
(1) Previously referred to as the Baby Care and Family Care segment
|
|||||||
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THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
|
|||||||
|
(Amounts in Millions)
|
|||||||
|
Segment Earnings Information
|
|||||||
|
Three Months Ended June 30, 2012
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
||
|
Beauty
|
$ 4,806
|
$ 544
|
$ 382
|
$ 4,806
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$ 544
|
$ 382
|
|
|
Grooming
|
2,007
|
534
|
406
|
2,007
|
534
|
406
|
|
|
Health Care
|
2,929
|
496
|
336
|
2,104
|
234
|
149
|
|
|
Fabric Care and Home Care
|
6,551
|
1,002
|
635
|
6,127
|
961
|
612
|
|
|
Baby, Feminine, and Family Care1
|
4,099
|
840
|
540
|
5,348
|
1,143
|
750
|
|
|
Corporate
|
(180)
|
(511)
|
(86)
|
(180)
|
(511)
|
(86)
|
|
|
Total Company
|
$ 20,212
|
$ 2,905
|
$ 2,213
|
$ 20,212
|
$ 2,905
|
$ 2,213
|
|
|
(1) Previously referred to as the Baby Care and Family Care segment
|
|||||||
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
|
|||||||
|
(Amounts in Millions)
|
|||||||
|
Segment Earnings Information
|
|||||||
|
Three Months Ended March 31, 2012
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
||
|
Beauty
|
$ 4,844
|
$ 710
|
$ 523
|
$ 4,844
|
$ 710
|
$ 523
|
|
|
Grooming
|
1,962
|
530
|
398
|
1,962
|
530
|
398
|
|
|
Health Care
|
3,018
|
638
|
411
|
2,197
|
399
|
254
|
|
|
Fabric Care and Home Care
|
6,595
|
1,161
|
716
|
6,180
|
1,114
|
685
|
|
|
Baby, Feminine, and Family Care1
|
4,153
|
903
|
573
|
5,389
|
1,189
|
761
|
|
|
Corporate
|
(378)
|
(755)
|
(188)
|
(378)
|
(755)
|
(188)
|
|
|
Total Company
|
$ 20,194
|
$ 3,187
|
$ 2,433
|
$ 20,194
|
$ 3,187
|
$ 2,433
|
|
|
(1) Previously referred to as the Baby Care and Family Care segment
|
|||||||
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
|
|||||||
|
(Amounts in Millions)
|
|||||||
|
Segment Earnings Information
|
|||||||
|
Three Months Ended December 31, 2011
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
||
|
Beauty
|
$ 5,353
|
$ 1,014
|
$ 802
|
$ 5,353
|
$ 1,014
|
$ 802
|
|
|
Grooming
|
2,202
|
692
|
517
|
2,202
|
692
|
517
|
|
|
Health Care
|
3,183
|
784
|
537
|
2,406
|
570
|
386
|
|
|
Fabric Care and Home Care
|
7,037
|
1,200
|
746
|
6,598
|
1,148
|
715
|
|
|
Baby, Feminine, and Family Care1
|
4,162
|
816
|
516
|
5,378
|
1,082
|
698
|
|
|
Corporate
|
(193)
|
(1,857)
|
(1,446)
|
(193)
|
(1,857)
|
(1,446)
|
|
|
Total Company
|
$ 21,744
|
$ 2,649
|
$ 1,672
|
$ 21,744
|
$ 2,649
|
$ 1,672
|
|
|
(1) Previously referred to as the Baby Care and Family Care segment
|
|||||||
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
|
|||||||
|
(Amounts in Millions)
|
|||||||
|
Segment Earnings Information
|
|||||||
|
Three Months Ended September 30, 2011
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
||
|
Beauty
|
$ 5,315
|
$ 928
|
$ 683
|
$ 5,315
|
$ 928
|
$ 683
|
|
|
Grooming
|
2,168
|
639
|
486
|
2,168
|
639
|
486
|
|
|
Health Care
|
3,291
|
800
|
542
|
2,354
|
481
|
332
|
|
|
Fabric Care and Home Care
|
7,071
|
1,282
|
818
|
6,675
|
1,262
|
804
|
|
|
Baby, Feminine, and Family Care1
|
4,079
|
792
|
494
|
5,412
|
1,131
|
718
|
|
|
Corporate
|
(394)
|
(397)
|
(24)
|
(394)
|
(397)
|
(24)
|
|
|
Total Company
|
$ 21,530
|
$ 4,044
|
$ 2,999
|
$ 21,530
|
$ 4,044
|
$ 2,999
|
|
|
(1) Previously referred to as the Baby Care and Family Care segment
|
|||||||
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
|
|||||||
|
(Amounts in Millions)
|
|||||||
|
Segment Earnings Information
|
|||||||
|
Twelve Months Ended June 30, 2013
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
||
|
Beauty
|
$ 19,956
|
$ 3,215
|
$ 2,474
|
$ 19,956
|
$ 3,215
|
$ 2,474
|
|
|
Grooming
|
8,038
|
2,458
|
1,837
|
8,038
|
2,458
|
1,837
|
|
|
Health Care
|
12,830
|
2,769
|
1,898
|
9,419
|
1,656
|
1,130
|
|
|
Fabric Care and Home Care
|
27,448
|
4,825
|
3,126
|
25,862
|
4,763
|
3,089
|
|
|
Baby, Feminine, and Family Care1
|
16,790
|
3,509
|
2,242
|
21,787
|
4,684
|
3,047
|
|
|
Corporate
|
(895)
|
(1,933)
|
(175)
|
(895)
|
(1,933)
|
(175)
|
|
|
Total Company
|
$ 84,167
|
$ 14,843
|
$ 11,402
|
$ 84,167
|
$ 14,843
|
$ 11,402
|
|
|
(1) Previously referred to as the Baby Care and Family Care segment
|
|||||||
|
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
|
|||||||
|
(Amounts in Millions)
|
|||||||
|
Segment Earnings Information
|
|||||||
|
Twelve Months Ended June 30, 2012
|
|||||||
|
Previously Reported
|
Revised
|
||||||
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
Net Sales
|
Earnings From Continuing Operations Before Income Taxes
|
Net Earnings From Continuing Operations
|
||
|
Beauty
|
$ 20,318
|
$ 3,196
|
$ 2,390
|
$ 20,318
|
$ 3,196
|
$ 2,390
|
|
|
Grooming
|
8,339
|
2,395
|
1,807
|
8,339
|
2,395
|
1,807
|
|
|
Health Care
|
12,421
|
2,718
|
1,826
|
9,061
|
1,684
|
1,121
|
|
|
Fabric Care and Home Care
|
27,254
|
4,645
|
2,915
|
25,580
|
4,485
|
2,816
|
|
|
Baby, Feminine, and Family Care1
|
16,493
|
3,351
|
2,123
|
21,527
|
4,545
|
2,927
|
|
|
Corporate
|
(1,145)
|
(3,520)
|
(1,744)
|
(1,145)
|
(3,520)
|
(1,744)
|
|
|
Total Company
|
$ 83,680
|
$ 12,785
|
$ 9,317
|
$ 83,680
|
$ 12,785
|
$ 9,317
|
|
|
(1) Previously referred to as the Baby Care and Family Care segment
|
|||||||
This 8-K is furnished pursuant to Item 7.01 “Regulation FD Disclosure”.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
THE PROCTER & GAMBLE COMPANY
BY: /s/ Susan S. Whaley
Susan S. Whaley
Assistant Secretary
September 16, 2013