bgstructurepharmachange.htm
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
 

 
Date of Report (Date of earliest event reported)
 October 15, 2009 
 
 
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
Ohio
  
1-434
  
31-0411980
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification Number)
 
One Procter & Gamble Plaza, Cincinnati, Ohio
  
45202
(Address of principal executive offices)
  
Zip Code
 
(513) 983-1100
  
45202
(Registrant's telephone number, including area code)
  
Zip Code
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
ITEM 7.01 REGULATION FD DISCLOSURE

As disclosed in its most recent Form 10-K for the year ended June 30, 2009, The Procter & Gamble Company (the “Company”) announced changes to its segment reporting structure that were effective July 1, 2009.   Also, as disclosed in a Form 8-K dated August 24, 2009, the Company announced an agreement for the sale of its global pharmaceuticals business to Warner Chilcott.  This Form 8-K provides pro forma historical total company and segment results for the three months ended September 30, 2008 reflecting the change in the reporting structure of the Company and the presentation of the Company’s pharmaceuticals business as discontinued operations.  This information in no way revises or restates the Consolidated Statement of Earnings, Consolidated Balance Sheet, Consolidated Statement of Shareholder’s Equity or Consolidated Statements of Cash Flows for the Company and consolidated subsidiaries for any period.

Fiscal Year 2010 Changes to Global Business Unit (GBU) Structure
Effective July 1, 2009, the Company implemented a number of changes to the organization structure of the Beauty GBU, which resulted in changes to the components of its reportable segment structure.  Female blades and razors were formerly included in the Grooming reportable segment and are now included in the Beauty reportable segment.  Certain male-focused brands and businesses, such as Old Spice and Gillette personal care, moved from the Beauty reportable segment to the Grooming reportable segment.  In addition, the Beauty GBU was renamed the Beauty and Grooming GBU.

Presentation of the Global Pharmaceuticals Business as Discontinued Operations
Separately, on August 24, 2009, the Company announced an agreement for the sale of its global pharmaceuticals business to Warner Chilcott which will be completed at a later date.  The pharmaceuticals business has historically been part of the Health Care reportable segment.  In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the pharmaceuticals business will be presented as discontinued operations and, as such, will be excluded from continuing operations and from segment results.

The above changes will be reflected in the consolidated financial statements and segment reporting beginning in fiscal year 2010, starting with the Form 10-Q for the three months ended September 30, 2009.  In advance of the Form 10-Q filing, this document provides pro forma consolidated earnings information and quarterly sales and profit information for the affected segments for the three months ended September 30, 2008.


CONSOLIDATED EARNINGS INFORMATION

 
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Consolidated Earnings Information
       
 
Three Months Ended
September 30, 2008
 
As
    
 
Reported
  
Pro forma
NET SALES
 $    21,582
  
   $    20,983
 COST OF PRODUCTS SOLD
       10,620
  
10,558
GROSS MARGIN
       10,962
  
10,425
 SELLING, GENERAL & ADMINISTRATIVE EXPENSE
         6,393
  
6,039
OPERATING INCOME
         4,569
  
4,386
 TOTAL INTEREST EXPENSE
            339
  
339
 OTHER NON-OPERATING INCOME, NET
            336
  
280
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
         4,566
  
4,327
 INCOME TAXES
         1,291
  
1,212
       
NET EARNINGS FROM CONTINUING OPERATIONS
         3,275
  
3,115
       
NET EARNINGS FROM DISCONTINUED OPERATIONS
              73
  
233
       
NET EARNINGS
         3,348
  
3,348
       
EFFECTIVE TAX RATE FROM CONTINUING OPERATIONS
        28.3 %
  
28.0 %
       
       
PER COMMON SHARE:
      
 BASIC NET EARNINGS - CONTINUING OPERATIONS
 $        1.07
  
 $        1.02
 BASIC NET EARNINGS - DISCONTINUED OPERATIONS
 $        0.03
  
 $        0.08
 BASIC NET EARNINGS
 $        1.10
  
 $        1.10
       
 DILUTED NET EARNINGS - CONTINUING OPERATIONS
 $        1.01
  
 $        0.96
 DILUTED NET EARNINGS  - DISCONTINUED OPERATIONS
 $        0.02
  
 $        0.07
 DILUTED NET EARNINGS
 $        1.03
  
 $        1.03
       
 DIVIDENDS
 $        0.40
  
 $        0.40
AVERAGE DILUTED SHARES OUTSTANDING
      3,239.5
  
      3,239.5
 
 
 
 
 
 
 
 
 
 
SEGMENT REPORTING INFORMATION
 
 
Three Months Ended September 30, 2008
 
As Reported
  
Pro forma
   
Earnings From
Net Earnings
    
Earnings From
Net Earnings
   
Continuing
From
    
Continuing
From
 
Net
Operations Before
Continuing
  
Net
Operations Before
Continuing
 
Sales
Income Taxes
Operations
  
Sales
Income Taxes
Operations
               
Beauty and Grooming GBU
              
Beauty
   $5,129
  $          983
    $     753
  
    $5,181
    $       1,018
  $      788
Grooming
2,142
645
478
  
2,090
610
443
               
Health and Well-Being GBU
              
Health Care
3,701
990
657
  
3,101
757
503
Snacks and Pet Care
807
90
55
  
807
90
55
               
Household Care GBU
              
Fabric Care and Home Care
6,483
1,261
826
  
6,483
1,261
826
Baby Care and Family Care
3,772
807
514
  
3,772
807
514
               
Total Business Segments
22,034
4,776
3,283
  
21,434
4,543
3,129
Corporate
(452)
(210)
(8)
  
(451)
(216)
(14)
Total Company
$21,582
$          4,566
$     3,275
  
$20,983
$         4,327
$       3,115


This 8-K is furnished pursuant to Item 7.01  “Regulation FD Disclosure”.
 
SIGNATURE

Pursuant     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              the undersigned hereunto duly authorized.


THE PROCTER & GAMBLE COMPANY

BY:  /s/ E. J. Wunsch
E. J. Wunsch
Assistant Secretary
October 15, 2009