Jon R. Moeller - Chief Financial Officer David S. Taylor - Chairman, President & Chief Executive Officer.

Bill Schmitz - Deutsche Bank Securities, Inc. Dara W. Mohsenian - Morgan Stanley & Co. LLC Stephen R. Powers - UBS Securities LLC Lauren Rae Lieberman - Barclays Capital, Inc. Nik Modi - RBC Capital Markets LLC Olivia Tong - Bank of America Merrill Lynch William B. Chappell - SunTrust Robinson Humphrey, Inc.

Joseph Nicholas Altobello - Raymond James & Associates, Inc. Mark Astrachan - Stifel, Nicolaus & Co., Inc. Jonathan Feeney - Consumer Edge Research LLC Ali Dibadj - Sanford C. Bernstein & Co. LLC Kevin Grundy - Jefferies LLC Caroline Levy - CLSA Americas LLC.

Good morning, and welcome to Procter & Gamble's quarter-end conference call. P&G would like to remind you that today's discussion will include a number of forward-looking statements.

If you will refer to P&G's most recent 10-K, 10-Q, and 8-K reports, you will see a discussion of factors that could cause the company's actual results to differ materially from these projections.

Also as required by Regulation G, Procter & Gamble needs to make you aware that during the discussion, the company will make a number of references to non-GAAP and other financial measures. Procter & Gamble believes these measures provide investors with valuable information on the underlying growth trends of the business.

And has posted on its website, www.pg.com, a full reconciliation of non-GAAP and other financial measures. Now I will turn the call over to P&G's Chief Financial Officer, Jon Moeller..

re-accelerating top line growth with strengthened category business models; innovation plans, and where appropriate, improved value equations; step-change in cost and cash productivity; simplifying and strengthening our product portfolio; and strengthening our organization and culture, all to win more consistently.

This transformation is aimed at delivering balanced top and bottom line growth and leadership value creation. Top-line growth is our biggest improvement need and is enabled by both our productivity efforts and the portfolio strengthening that are underway.

I'll talk briefly about these enabling efforts, and then turn it over to David for a discussion on top-line acceleration itself. We continue to dramatically improve cost and cash productivity, with significant upside still ahead. We have accelerated and exceeded each of our productivity objectives and have now raised them.

Our original 5-year cost of goods savings target was $6 billion. We delivered $7.2 billion, more than $1 billion over our initial target. We delivered cost of goods savings which were at or above target each for the last 5 fiscal years. We've reduced manufacturing enrollment by 22% over the last 4 years.

This includes new staffing necessary to support capacity additions. On a same-site basis manufacturing enrollment is down about 27% through June 2016 with additional progress planned in fiscal 2017. These figures exclude divestiture impacts. In February 2012 we announced that we would reduce non-manufacturing or overhead enrollment by 10% over 5 years.

As of July 1, we've reduced roles by nearly 25%, 2.5 times the original target. Including divestitures, we'll reduce non-manufacturing or overhead roles by about 35% by the end of fiscal 2017. We're reducing non-working marketing expenditures, costs that don't impact reach frequency or continuity of our advertising and trial generation programs.

We were spending $2 billion per year on agency fees. Two years ago we reduced the roughly 6,000 agencies we work with by nearly 40% and cut agency and production spending by about $370 million.

In fiscal 2016 we delivered an additional $250 million of agency related savings, reinvesting these savings in advertising and sampling of consumer preferred products. Over $600 million of savings in 2 years. We're driving productivity improvement up and down the income statement and across the balance sheet. Inventory days are down.

Payables days are up. Net of reinvestments in innovation, sales coverage, media, and sampling, productivity has enabled us to deliver constant currency gross and operating profit margin improvement and high single- to double-digit constant currency core earnings per share growth in each of the last 4 fiscal years.

We improved gross and operating margins by triple-digit indices, both including and excluding currency in fiscal 2016. We said over 4 years ago that we needed to make cost and cash productivity part of our culture, as integral to our culture as innovation. We've made significant progress, and we have significant opportunity.

Our strong track record and our line of sight to additional opportunity inform our intent to save as much as another $10 billion in costs over the next 5 years. The majority of these savings will again come from cost of goods sold, an area where we have consistently met or exceeded our targets.

Supply chain transformation is in its early stages, first in North America, next in Europe, then in Latin America and India, the Middle East and Africa. We're in investment mode now with savings to ramp-up in 2, 3, and 4 years. Our new U.S. mixing centers are up and running, putting roughly 80% of volume within 24 hours of store shelves.

On-time deliveries and frequency of deliveries have increased. We've already seen an improvement in customer service levels, resulting in improved on-shelf availability in the U.S. at more than a point to roughly 96%.

We're constructing multi-category manufacturing sites in geographically strategic locations to replace smaller single category sites in less cost effective locations. We're well underway with the construction of a new site in West Virginia that's scheduled to start production in calendar 2017.

We've announced moves of production for some laundry detergent, fabric enhancer, perfume, body wash, and hair care products. And we've announced or completed the shutdown of three sites.

In Europe, we've announced plans to consolidate production of laundry powders, deodorants, and hard surface cleaners to fewer plants across our European manufacturing network. We're now beginning the consolidation work in Latin America.

As we make these moves, we're upgrading and standardizing manufacturing platforms to lower cost and to facilitate faster innovation. We're employing smart automation and digitization to improve manufacturing productivity, raw material and finished product logistics, and demand planning.

We have additional opportunity to optimize working capital and further increase the efficiency of our capital spend. After 2 strong years of savings, we'll enter next year still spending about $1.4 billion on agency related costs. Still more room to improve.

And as we fully operationalize the new focused 10 category company, there will be additional opportunities to increase organization efficiency, agility, and speed of decision making, enabled in many cases by digitization and automation. Finally, we are working to improve the effectiveness of our promotional spending.

We currently spend about $18 billion in deductions between gross and net sales. We see clear opportunities to improve the effectiveness of the spend for us and our retail partners to build the value of our categories and the share of P&G brands. So again we're targeting up to $10 billion of additional savings over the next 5 years.

We expect to reinvest a significant amount of the savings in R&D, and product and packaging improvements, sales coverage, and in brand awareness and trial building programs to deliver balanced top and bottom line growth. Moving to portfolio.

Over the last 18 months we've divested, discontinued, or consolidated 61 brands, including the completion of the Duracell transaction at the end of February. We have 44 more brands in the exit process, including 41 brands in the deal with Coty. We're currently winding down transition support for Duracell.

We've completed the systems work in standing up the Beauty business for the transaction with Coty. We've received anti-trust clearance in all markets. We currently remain on track to close the deal with Coty in October 2016. By the end of the fiscal year we'll have exited 105 brands and all of the complexity they create.

These brands represent only about 6% of base period profit. Going forward, our portfolio will be anchored on 10 category-based business units and 65 brands. These are categories where P&G has leading market positions and where product technologies deliver performance differences that matter to consumers.

These 10 businesses have historically grown faster with higher margins than the balance of the company. We're moving away from businesses that are more trend driven, where fashion, fragrance, and flavor drive consumer purchase decisions.

We're focusing on businesses where product and performance drive purchase decisions, where there are clear consumer jobs to be done and clear objective measures of performance. These are products that consumers purchase and use on a daily basis. And they're in structurally attractive categories.

Within these core businesses we're focusing our offerings, making smart choices for short-, mid-, and long-term value creation, foregoing bad businesses, even when these choices create near-term top-line pressure.

In our Mexico Family Care business we've discontinued low-tier unprofitable and commoditizing products, and are focusing instead on very profitable high-tier differentiated products, moving from double-digit negative margins to double-digit positive margins.

While we first talked about this a year ago, it took several quarters to sell out remaining inventories of the discontinued products. As a result, the top-line drag doesn't fully annualize until the end of this calendar year.

In India, we've made a similar choice to de-prioritize several unprofitable lines of business, which negatively impact short-term top line growth rates but will lead longer-term to a much more profitable business that will grow strongly. The strategic part of our India business is growing at a high-single digit pace.

Sales in the portion of the business we're fixing or exiting, about 15% of the portfolio, have been down more than 35%. The top line pain is worth it. We're making significant progress in improving local profit margins, up 750 basis points over the last 2 years. We've gone from losing significant money in India to triple-digit profits in just 2 years.

We're taking a similar approach in our Fabric Care product portfolio, discontinuing product forms – additives, bars, bleaches, and tablets – and value tier and powder detergents that have been a drag on profitability and value creation.

These choices are causing a top line drag on the global Fabric Care business, but improve the profitability and the long-term attractiveness of the business. The SKUs we've eliminated to simplify our Olay line-up caused an incremental drag on sales growth.

As we annualize this headwind next year and as we focus our innovation and marketing support on the core boutiques and SKUs in the portfolio, we'll have set the stage for faster, more profitable growth. Combined, these choices have been causing about a 1 point drag on organic sales growth.

We expect this headwind to continue for the balance of the calendar year and then dissipate in the second half of next year, as we begin annualizing these effects. So that's productivity and portfolio. Both on or ahead of track with – and this is important – a significant amount of the benefit still ahead of us.

I'll now hand it over to David to update you on the top line, provide a brief status review across the 10 product categories, and talk about important steps we've undertaken to strengthen our organization and culture to more consistently create value..

P&G is ready to adapt, evolve, and change whatever is needed to win. We're making good progress in each of these areas. But we know our success will ultimately be graded on the sales, profit, cash, and value creation results we deliver, not on the activities that get us there.

We are committed to do everything we can and to change what must be changed to deliver these results. Now let me hand it back to Jon to discuss fiscal 2017 guidance. And then I'll be happy to take your questions..

Thanks, David. To frame guidance, I think it's helpful to look briefly at the macro environment that confronts us as we start fiscal 2017. Category growth rates slowed throughout last fiscal year and are currently growing at about a 3% pace for our global footprint.

As you know, GDP growth rate has slowed to the point that at least 10 countries have moved to negative interest rates, including Germany, Japan, Denmark, France, Italy, Spain, and Switzerland. Political, economic, and foreign exchange volatility each continue to have a large impact on the markets and on the currencies in which we operate.

The recent Brexit decision is but one example of a political disruption impact that has knock-on effects on consumer confidence and resulting market growth. The recent coup attempt in Turkey is another example.

We continue to face significant FX volatility, such as the recent 40% devaluation of the Nigerian currency and 25% devaluation for open market transactions in Egypt. Our ability to ensure supply and stay on shelf in many markets is dependent on our ability to source U.S. dollars.

Currency exchange constraints in markets such as Egypt, Nigeria, Venezuela, and historically, Argentina make operations in those countries very difficult to manage and sometimes result in production shutdowns. In that, we continue to face a relatively slow growth volatile world, which is reflected in our fiscal 2017 guidance.

We're currently expecting organic sales growth of around 2%. This includes between half a point and a point of headwind from the cleanup work within the ongoing 10 product categories. It also includes the remaining 2 quarters of headwind from lost sales to our Venezuelan subsidiaries.

As we annualize more of the cleanup work, and as we make progress in markets like China, we should be getting back towards market level growth rates by fiscal year's end. We expect fiscal 2017 all in sales growth of about 1%, including a 1-point drag on growth from the net impact of foreign exchange and divestitures.

Our bottom line guidance is core earnings per share growth in mid-single digits. This range reflects the volatility of the markets in which we compete. And it reflects the investments we intend to make in the business to accelerate organic sales growth in a sustainable, long term, market constructive, and value accretive way.

We'll work with our retail partners to build the value of our categories behind strong product innovation and more effective in store and online merchandising of our leading brands. We'll reinvest savings to improve product formulations and packaging, sales coverage and media programs, product sampling and in-store demand creation.

We'll also invest in consumer value equations, correcting value gaps and quickly responding to competitive challenges as they emerge throughout the year.

This guidance includes a fiscal year average share count reduction of approximately 4%, the net outstanding share reductions from the full year impact of the Duracell deal, the Beauty transaction with Coty, discretionary share repurchase, and stock option exercises.

The actual impact on outstanding shares from the Beauty transaction won't be known until the deal is completed in October and will of course be dependent on the stock prices of both companies and a transaction discount. We're forecasting a reduction in nonoperating income in fiscal 2017 due to lower gains from minor brand divestitures.

The core effective tax rate should be roughly in line with the fiscal 2016 level. All in, GAAP earnings per share should increase 45% to 55%, due primarily to the significant one-time gain from the Beauty transaction with Coty. Also included in the GAAP earnings per share range are $0.10 per share of non-core restructuring charges.

We expect adjusted free cash flow productivity of 90% or better. CapEx should be in the range of 5% to 5.5% of sales. Fiscal 2017 will be a year of significant value return to shareowners. We expect to pay dividends of over $7 billion.

In addition, we expect to reduce outstanding shares at a value of approximately $15 billion through a combination of direct share repurchase and shares that will be exchanged in the Beauty transaction. In total, over $22 billion in dividend payments, share exchanges, and share repurchase.

To summarize fiscal 2017 guidance, our current forecast calls for around 2% organic sales growth. All in, sales growth will be around 1%. And we should have a small improvement in profit margins. Non-op income will be a headwind. And share count will contribute about 4% of earnings per share benefit.

All current rates and – at current rates and prices, FX and commodities are a modest headwind to fiscal 2017 earnings. Significant currency weaknesses, commodity increases, or additional geopolitical disruptions are not anticipated within this guidance.

While we currently expect FX to be only a small headwind for the year, it will still be a notable headwind in Q1. We'll still be impacted by significant devaluations in the U.K., Argentina, Egypt, Nigeria, among others. We'll also still be annualizing the loss of finished product sales to our Venezuelan subsidiaries.

Please take these factors into account as you consider the quarterly profile of your sales and earning estimate. With that I'll hand it back to David for his closing comments..

Thanks, Jon. Well, we're encouraged and optimistic as we enter fiscal 2017. We expect this year to represent another significant step toward our goal of balanced growth and value creation.

We're committed to continue productivity improvement and cost savings that provide the fuel for innovation and investments needed to accelerate and sustain faster top line growth. We have created and are sustaining strong cash productivity momentum.

We're nearing the completion of the major portfolio moves to simplify and strengthen the category portfolio. And we're making similar moves at the brand and product form level to improve the profitability and value creation capability of the categories we'll retain.

We're strengthening the organization and culture by improving our approaches toward talent acquisition, career management, decision making, accountability, and incentives. Our standards are high. We're not satisfied with just being a little better. We want to be the best. We're making progress. And we're determined to win.

But we're also realistic about the time it will take for the improvements and investments we're making to fully play out in our results. We turn it back to Jon..

That concludes our prepared remarks for this morning. As a reminder, business segment information is provided in our press release and will be available in slides, which will be posted on our website, www.PG.com, following the call. Now David and I would be happy to take any questions..

Your first question comes from the line of Bill Schmitz with Deutsche Bank..

Hey. Good morning, David and Jon..

Morning..

Hey. A few questions on the guidance. The first is, how do you balance market share versus profitability? Because I know the organization has changed. And if I look at some of the Nielsen data, it still looks like the vast majority of the business is losing market share.

And then just in terms of the fiscal 2017 guidance, can you just give us some color around how much of the incremental $10 billion of savings you think are going to come through for the year? And then just a rough cut on what advertising levels are going to be and kind of where you intend to spend the money?.

Sure, Bill. So in terms of the relative priority of market share versus profitability, it's an and in our view. We need to be growing at or slightly ahead of the markets in which we're operating in. We fully intend to do that.

As we've said, we're going to reinvest a significant portion of the savings that we're generating behind that effort to get back to market share growth. And that will – that's started. You see it in the numbers in the fourth quarter and will continue as we go forward. Just one thing on share trends.

And you're absolutely right in your overall observation. But if you look at across the five reporting segments, market share trends past 6 months, past 12 months, were better past 6 months in five out of five segments. The same holds for the past 3 months versus the past 6 months. So again five out of five segments improving.

And the same for the past 1 month versus past 3-month comparison. Again, as David very clearly said, we're not where we want to be. But we're starting to see that progress as we reinvest behind the opportunities that are in front of us.

In terms of the savings proration across the 5 years, this program will be a little bit more backloaded than our prior program, in part because of the nature of some of the projects that are contained in it.

Specifically, the supply chain transformation, whereas I said we're in investment mode now, and the savings will come 2 years, 3 years, 4 years from now. Having said that, there will be a significant contribution from productivity again next year, which will give us the ability to increase investment in the business.

We're expecting increases in advertising spend this year versus last. Think about it in the probably mid-single-digit range. We want to increase, as David said in his remarks, a sampling of consumer preferred products in trial generation. We want to be more relevant in store and online.

And all of that is part of an activity system that we believe will help us restore the market share growth that we rightly cite as necessary going forward..

Your next question comes from the line of Dara Mohsenian with Morgan Stanley..

Hey, good morning. So the guidance for 2% organic sales growth in fiscal 2017, it still seems pretty muted, given the significant level of investment you put into place in advertising and sampling and R&D in the back half of fiscal 2016.

And the plans you just mentioned in place for 2017, particularly given these discontinuations are dissipating, as you also mentioned previously.

So I guess why aren't you expecting more of a sales recovery and market share payback? And then separately, are you comfortable that the level of spending, as we leave fiscal 2017, is the right level of spending behind the business longer term? Should we assume we get back to more of that normal EPS growth algorithm post-2017? Thanks..

A couple responses. First, we are very committed to get back to a little above the market growth. And we recognize 2% is not market growth. Having said that, and Jon highlighted in the formal remarks, we've still got quite a few choices to annualize.

We made the choice, and I think it's very evident in AMJ [April, May, and June] that we can get back to investing at the business at the level we need to. We also demonstrated to me in the second half of the year that we're committed to 4 quarters of brand support. The fourth quarter we increased meaningfully our media investment versus previous year.

And we're going to continue that in fiscal 2017. Having said that, we will not stop making key choices where we have businesses that are structurally not profitable. But we think on balance the majority of that choice has been made, and we'll annualize it through this year.

So we actually feel very good that the businesses that we have, especially post the close of Coty, that we're very well-positioned to grow sequentially. So I expect the first half to continue to make progress. Second half will be better.

And much like we said at CAGNY, you're going to see just continued building of our business strength behind a very clear choice in investing in brand building.

And that bias toward point-of-market entry and bringing new consumers on and investing in innovation, both in current brands but also in our P&G Ventures to ensure we're planting the seeds for the mid- and long-term future.

And we're going to continue to make the investments in go-to-market capability, including sales coverage, to make sure that we can reach and win in fast-moving channels, be that e-commerce, baby stores, cosmetic stores, or wherever the consumer and shopper want to shop..

Next question comes from the line of Steve Powers with UBS..

Good morning, thanks. So, David, you're clearly in investment mode now, refocused on that top line acceleration, which is great from my perspective. But as Jon laid out, even after the Duracell transaction and with Coty coming to a close here in a couple months, there's still a lot of change afoot. Still a lot of cost cutting underway.

So as you step back and think of what you've observed over the last 3 quarters or so as CEO, what's your confidence at this point that the people of P&G, the culture, the organization, they can truly take on both challenges at once? In other words, is the productivity culture truly ingrained enough that you can layer on a reemphasized top line focus without risk that you end up kind of breaking the back of the organization, so to speak? And then if I could, just a related bolt-on question or two for Jon.

First is, you may have said this, but as you reaccelerate and reinvest, can you maintain that 100% or so free cash flow productivity? And second, should we expect a volume centric organic growth algorithm for 2017 similar to what we saw in Q4? Or is there a reason for that to reverse as you move through the year? Thanks..

Okay. Several questions there. Let me first address the culture. Of all the transformation variables, the one I'm most confident in is that P&G people are up for the challenge.

I think we demonstrated this year, which is clearly the peak in terms of the Duracell transaction, the enormous complexity of the Coty transaction, folks have risen to the occasion to be able to stand up those companies, while still sequentially improving the operating companies, and while doing some of the heavy lifting in both the North America and European supply chain work.

So that's a very good point. And I think at times we underestimate the amount of additional work beyond operating the businesses. But I think the heaviest load was this last fiscal year and for the next quarter. So the organization has demonstrated the resiliency.

In our P&G survey the confidence that people have that the choices are right, and the confidence they have and pride they have in P&G is at all-time high. So we're going to build off that. And I have a lot of confidence in P&G people.

The second one on, is productivity ingrained? My hope now is after 5 years of making the kind of improvement we have, that we've demonstrated externally, and I believe internally built the confidence, that this is critical and a key enabler for getting back to the kind of balanced top and bottom line results we need. We've certainly emphasized that.

But as we've added some additional focus on bringing more users on board, I think it's been very empowering to our people. They see then the outcome of all the productivity work leading into investments and brand building innovation. And that gives them confidence that the future of the company is going to be strong..

Now on the guidance points, or your bolt-on questions. As I mentioned, we're targeting 90% free cash flow productivity or better. And the or better lands at about 100%. So somewhere in that range, we'll deliver.

And relative to the volume centric nature of sales growth, our current forecast for next year is very similar to the result that we delivered in the fourth quarter in terms of its reliance on volume growth as the primary driver of sales growth.

Obviously as we go through the year, depending on what happens with foreign exchange in markets and our need to price, that can change. But as we sit here today, it should look a lot like the quarter we just completed..

Our next question comes from the line of Lauren Lieberman with Barclays..

Thanks. Good morning. I'm going to actually go fairly micro in terms of your portfolio. And I want to talk a little bit about U.S.

Fabric Care, because I do find it really interesting the idea that what you've been able to do in that category in the last couple of years in terms of innovation driving category growth and P&G gaining share sort of as an outcome, as being sort of the gold standard of what you'd like the whole portfolio to look like.

My one worry though is that more recently I feel like some of the innovation news is getting a little bit heavy on the strive for volume. So example would be on the odor release product line. Like, why isn't driving incremental wash loads enough, versus it needing to be three products that do the job of remove the odors? Same thing on the Tide Pods.

Right? The advertising with two Pods being chucked in the wash, which categorically wasn't the dosing recommendation when the product launched.

So if you can just talk a little bit – I apologize for micro, but I think it's important – on innovation driving category growth? And then when you made – you sort of flipped the switch to push for volume in a way that doesn't feel quite as innovation driven? Thanks..

Lauren, just a couple comments. One, Fabric Care is a good example of what happens when we get all the elements working together. And you've seen both the category growth and the share growth associated with it. On the specific comments. We go where the consumer goes and expresses interest and/or frustration.

And the athleisure area is an area she has expressed frustration. And so we're trying to address a very specific need some consumers have. And to date that's tested very, very well. And we're actually quite excited about it bringing some additional users in. And it may lead to increased consumption for existing users. But both will be important.

And I think it will grow the category a little bit as well. The idea is very much to understand the needs consumers have and ensure we've got a product offering that meets them. And to the extent there's an unmet need, we will continue to innovate.

The – each of the add-on products that we've had the last year, whether it's in the fabric enhancer or the base Fabric Care business, I think has demonstrated the ability to grow the category and grow the share. So to date at least, I have not seen an indication that it is causing unneeded proliferation.

In fact, if I step back and look across the company, we have meaningfully less SKUs today than we had a year ago. Many categories are down 10% to 20% in the number of SKUs they've offered. But what they are doing is trying to bring more meaningful consumer benefits to areas that are underserved or needs are unmet.

And then the last comment I'd make on the two pods instruction. If you look at consumer habits today, they have higher capacity washing machines. And some consumers are putting meaningfully more into each load.

And what we're trying to do is provide consumers the understanding of what is the best amount of detergent or number of pods to use to get ideal performance. And in the U.S. at least, many consumers were under dosing. And this will allow consumers to get a much better outcome.

And we're giving them at least the guidance so that they do get the best outcome. And it'll be up to them certainly to choose what's right for them..

Our next question comes from the line of Nik Modi with RBC Capital Markets..

Yeah, thanks. Good morning. So, David, Jon, I would love your perspective. You guys have a lot of stuff going on, advertising increases, new incentive structures, delayering the organization, a focus on the go-to-market.

If you were to rank the impact that some of these initiatives have had on your top line acceleration this year, I'd be curious on kind of how you think about that.

And then when you think about next year, how would you think about the ranking of those same types of initiatives for next year? I'm just trying to get an understanding of things that you've put in place this year.

And if they're going to kind of accelerate the impact for next year?.

Okay. Nik, it's a good question. It's tough to give a company answer. I'll give just a couple comments overall, but then it's very category specific. On restarting top line growth. I would first emphasize we're getting back to making consumers aware of the product and communicating the benefits.

So making sure we were consistently having the reach and frequency needed with the right message was key. And we've also I think adjusted our communication both to TV, digital, and any way that's appropriate to reach target consumers. And I believe that's going to make a big difference.

A second area that is helping, and you're going to see it continue and probably increase next year, is point of market entry and point of market change focused spending. We understand – and when you look back over several years, that had gone down on many categories. And it was showing up in lower shares with entry point consumers.

And that doesn't bode well for the future. And that's played out with some of the share losses that you and others have highlighted. The right way to build it back is to bring consumers in – or the best, most effective way is to bring consumers into your category when they first have the need for the category.

So we have priorized point of market entry and point of market change. And that will continue and increase. We gave the example on laundry. It's also happening in many other categories.

The second, which I think is critically important and that will play out consistently over time and more even in the mid- to long-term is the increased investment in innovation, ensuring that we have products that have meaningful consumer – we'll call it consumer wow.

We have adjusted our valuation of innovation, to not just have technically superior products but to have products and brands that have a meaningful difference that consumers see and appreciate.

This higher bar is pushing us to go back on some of the innovations coming and ensure not only the product but also the package and the experience is at a higher level, so that the consumer can play back, it's meaningfully different. An unexample (57:28) of a test that we're using frequently is deprivation.

Give to the consumer a product, then take it away and get their reaction. And if you get a really significant reaction, you probably have a product that really means something to the consumer.

So I would say the areas that I would – what we did focus on and I believe will be very meaningful next year would be point of market entry, continued consistent building of the appropriate reach and frequency, and then consumer meaningful and appreciated innovation that has an impact on market growth, which is the last point I'd want to make, is our innovation at times has been very focused at time to be a little bit better than our best competition.

We've added the expectation for each of our categories, that their role is to grow the category size, because that has meaningful impact both on the support we get from customers but also the financial attractiveness of each of the innovations in the four categories..

And, Nick, I would agree with everything David just said. Stepping back and kind of at a macro level on the kind of four pillars of transformation, productivity, portfolio, top line acceleration, organization and culture. I think the benefit from those efforts is primarily ahead of us. So the portfolio we don't complete until October.

And then we still have a bunch of transition work to do to execute that big transaction. We have not yet been able to operate as a company in a 10 category focused fashion. So all of that benefit I think is ahead. Productivity, we have benefited from, and we will continue to benefit from.

The acceleration, the investments really have just started in the last 6 months. And things like point-of-market entry, point-of-market change investments will increase as we go through next year. And frankly, they take some time to pay out themselves. But the payout is significant.

And I think the other change that is sometimes underestimated in terms of its importance are the organization and culture changes that David talked about. I think those will be significant. And frankly we're just putting them in place. So the new incentive system goes into place in July.

We moved, as David said, to dedicated sales resources in North America. We're just starting that move in some of the other big markets. So I think there's a lot of benefit ahead. Last comment as it relates to priority. These are all part of an ecosystem that's designed to work together to produce balanced top line, bottom line, and cash flow growth.

And I really like them, because I think they're mutually reinforcing, as David said in his remarks. We get this top line growing. That will generate cost savings in itself through top line leverage, which will then give us the ability to invest. We'll have a motivated organization that's properly and strongly incented to deliver both.

I think without getting ahead of ourselves here, again a lot of the benefit still comes in the future..

Our next question comes from the line of Olivia Tong with Bank of America..

Great, thanks. Just wanted to get back to sort of the savings and the spending. Can you talk about the order of magnitude of spend in the four core categories in the two key countries relative to the other six verticals? And then also, you mentioned the sales resourcing. I think you said 115 additional salespeople over the last 2 years.

How does that compare to historicals? Can you quantify (1:01:15) the magnitude of change there, as well? Thanks..

Sorry, Olivia. Could you repeat the last part of that question? We missed that..

Sure. It's just around you had said sales resourcing, and I think you had said 115 additional salespeople over the last 2 years, if I got my numbers right. So I was just curious how that compares to historicals, last 2 years prior to that, for example. Just understanding the magnitude of change in terms of the salespeople..

Olivia, let me start with the last one first on the sales increase. First, the 115 was for the U.S. And second, if I look back, and I have, at the last 5 years, our sales coverage has gone down.

So we've had meaningful productivity improvements in sales, but our collective assessment is we probably overshot that with the focus on field sales capability, especially in fast growing channels. So if you went back and looked at the past 3 years, we were actually decreased in sales coverage.

This year we added 115, and we're starting to see the impact, as Jon just talked about. It's starting to play out, and the impact will grow over time.

And the first part of the question?.

Was about the relative support for the top four categories and top two countries. We highlight those only because of their importance to the aggregate math, quite frankly. We can't get there without progress in those areas.

But all the portfolio focusing work we've done is designed to get us to a place where we feel we have the ability to win and want to drive those 10 categories. So in terms of the spending profile, if you will, it's not dramatically different across the other businesses..

The one thing I would build on that one, on the 10 core categories we're looking at each of those through the lens of the category and what it takes to win in those category. I don't compare across, on saying just all the categories get a 3% improvement or a 1% reduction.

Instead we look at what does it take to win in that category and to be a top performer on the global category. And to me that lens has uncovered a lot of opportunities. And we're broken that down one step further to manage the company by category, by country, to make sure that we're showing up and being both competitive and appropriately resourced.

So the resourcing levels will look different. But in general the 10 core categories we've chosen to stay with, we intend to win in those 10..

Next question comes from the line of Bill Chappell with SunTrust..

Thanks. Good morning..

Morning..

David, a question on kind of M&A just in general.

I guess first, just to be clear with the Coty transaction, will you be completely done with all the divestitures? Will everything be done? And will you have kind of a clear focus going forward by the time I guess we talk in November? And then two, in terms of M&A acquisitions are you open to looking at things such as Dollar Shave [Club] or other things that might be in the market? Or do you prefer to really have a – work with a more focused portfolio for the foreseeable future, so that you can see the benefits of that focus?.

The answer to both your questions is yes. In terms of what we've mostly done post the Coty close, the answer is yes. The heavy lifting on the portfolio will largely be done by the end of this calendar year. And the Coty close is by far the last major step.

On your second question on, am I open to M&A bolt-on acquisitions that we think are strategic and would help accelerate the growth in any of our 10 core categories? The answer is clearly yes. Our intent is collectively as a leadership team to grow our business from this point forward.

And we believe we needed to make the choices that have been made and to implement the choices to get the portfolio streamlined with the 10 core categories. But in no way do we feel encumbered by any of the past. We're looking forward through the lens of each of the 10 core categories. And M&A is the tool that is open to each president..

Our next question comes from the line of Joe Altobello with Raymond James..

Hey, guys. Good morning. Just wanted to switch gears a little bit to China. Obviously some very nice improvement in the back half this year, particularly in the fourth quarter. I know you mentioned it's going to be a bit choppy.

But could you give us what you're expecting for that market 2017? Because that could be a nice contributor to organic growth, if it does return to growth next year.

And then secondly, on the $18 billion in gross to net that you guys mentioned this morning and have mentioned in the past, it sounds like, and correct me if I'm wrong, you're not looking to take that number down, but just to make it more productive.

And if that's the case, maybe a little more color on the conversations that you're having with retailers in regard to that. Thanks..

Okay. First, let me just take a cut at the China, then Jon can comment a little bit on the $18 billion between gross to net. And I'm happy to comment on conversations I've had with most of the leading customers. First on China. We see it sequentially improving. We are not done yet with hitting our portfolio right in China. That will take time.

There are several categories that we are still losing share. And we're not positioned with the appropriate portfolio in the premium and super premium segments. We've started with the Oral-B effort last year. We've got some innovation also in Fabric Care.

But each of the categories has stepped up both their innovation pace but also making sure they have on the ground resources in China to ensure the product and the package and the proposition have been fine tuned to really win with Chinese consumers. And that will take time. So I see that one building over time.

The other comment I'd make on China, based on a lot that I've heard and read, is there has been a lot said about the attractiveness of China. Through our lens, it continues to be extremely attractive. Jon mentioned some of the reasons why. But I'd also say that the published data often shows a very rapid slowdown.

And that is true in the off-line portion of the business. We see it going to very low-single digits, and some categories are now flat in China. Having said that, the online portion has accelerated and is certainly in the double- digit, but you see many categories, 130%, 140%, 150%.

And what is encouraging to me is our online business is starting to accelerate. We're growing share the past 6 months. And we've at least now got a couple of our categories where our online share is higher than our off-line share, which bodes well for the future, given the choice Chinese consumers are making.

So it will continue to get better over time. Over the next 12 months to 18 months, we'll see more and more innovation hitting that has been specifically designed for China versus adapted to be used in China. And I think that will increase our hit rate and our growth rate..

And on the trade spending, we certainly don't intend to make broad scale cuts. That's not the design intent here. But what we do want to do is ensure that we're spending dollars, both in the form of trade spending but also in the form of marketing, in ways that maximize category growth, which benefits both ourselves and our retail partners.

Now there are kind of three opportunities within that. One is, just like with our advertising budgets, including the agency and production costs, there are sources of inefficiency that we can access without impacting the market in any way or our retail partners in a significant way. And we ought to go after those.

Two, ensuring that we're spending the money in a way that's most productive in terms of driving market basket, both again for ourselves and our retail customers. And we have big opportunities there to sharpen the focus of where the money gets spent and again, to the benefit of both our retail partners and ourselves.

And the third one's a little bit trickier, but we have some good examples of this already, and we'll be testing others, is looking across the buckets of spend beyond trade spending.

There are cases where if we would reduce trade spending, shift that money to advertising or sampling, we may be able to increase the rate of growth in a category, again in a way that's beneficial to both our retail partners and ourselves. We did some of that, for example, on Olay in North America this year and got fairly broad support for that.

So you're absolutely right. We're not looking at – I wouldn't use the word cut in this space. But there are opportunities to shape the spend in a way that both increases efficiency and increase effectiveness for both us and our retail partners..

And to close on it, in conversations with the CEOs, two primary requests. Number one, grow the category. Number two, improve your SKU productivity. Both of those we're working..

The next question comes from the line of Mark Astrachan with Stifel..

Yeah, thanks, and morning, everybody. I guess I wanted to ask sort of broadly about your thoughts on this acquisition of Dollar Shave.

But more sort of openly, how you think about digital and social reducing cost of competition in categories where Procter has historically dominated? And how do you think about vulnerability of the business broadly in sort of specific areas?.

Just a couple comments. The digital and social space to me is a powerful opportunity for any consumer marketing company. And it's left to all of us to figure out how to best leverage the capability that has been developed and frankly continues to emerge rapidly.

P&G has shifted significantly its resources and our investments to ensure that we are showing up with communication that wins mobile back, and that's a big shift for us. And that's critically important, because whether it's e-commerce or whether it's consumption of media, in many markets it's now primarily through the mobile phone.

And more and more you're seeing P&G winning with the marketing programs that are adapted for digital and social.

And a good example of one – of a social program that is doing extraordinarily well is we always like to go where we've leveraged that communication and that very strong social platform, but used and leveraged the social media capability to drive the brand.

I do understand and certainly it is very real that the cost to enter a category has changed dramatically today versus 5 years and 10 years ago. And part of what we are doing by category again is looking to see how do we leverage the capability that exists. I expect we'll continue to see competitors that can pop up.

But generally to sustain and grow a business, you have to have a product and a product experience that meets the consumer's need. There are many, many examples of Internet-based competitors that have been popping up, both here and China. Tremendous number of those that get trial. Repurchase though is another story.

And repurchase and a profitable business model is the highest bar.

And that's the one that we're working against, which is to have a substantive product that meets the consumers' need, to have communication programs that meet consumers when and where they're receptive to the message, and understand they want less to be sold and less to be – and more to be part of their life.

And we're adjusting our marketing and communication programs to do just that. And I think that's the right way by category to win..

The next question comes from the line of Jonathan Feeney with Consumer Edge Research..

Thanks very much for the question. I actually wanted to follow up on that a little bit, about e-commerce broadly. You talked about social media, digital medias opportunities. But I mean e-commerce, clearly the Chinese consumer seems to have skipped a generation as far as how they're behaving with e-commerce.

And I think it's one of your major competitors, up to like 13%, 14% of their business in China. I wonder, it seems like a lot of your other categories are susceptible, not just through vehicles like Dollar Shave Club, but through e-commerce broadly.

Regular, but not awfully frequent purchase, not really impulses, not really impulse purchases, managing household inventories to a more comprehensive e-commerce strategy that could really get you ahead.

I mean are there – do you have any thoughts about that? And could you talk about specifically about your e-commerce opportunities in outside of China in big developed markets, where maybe there's more upside to come? Thanks..

Sure. Sure. One, I think you're absolutely right. E-commerce is growing in most of our markets. If I look at the top eight e-commerce markets for us in the world, it would be U.S., China, U.K., Germany, Japan, Korea, France, and India. On six of those eight we're now growing share on e-commerce.

And it's because we have adjusted significantly to not see it as a separate activity but an integrated part of how we go and reach consumers when and where they're receptive to shop. Our growth rate is – it varies between kind of 110% up to the highest market we currently have is 185%. And the size of our business – you mentioned China.

Some of our competitors have quoted more than 10%. We're well above 10% of our business is on e-commerce and growing fast. In past 6 months, we're up 0.7 share in e-commerce in greater China – or in China specifically. So yes, it is growing. We have established efforts in each of the major markets where it is a meaningful part of our business.

We now have five or six categories where it is over $100 million business and growing fast. And again, in general we're at market growth or a little bit higher on majority of our markets, the top eight markets.

And then if I look even through the lens of customers, we're working very closely with any of the customers, whether they be bricks and mortars, omni-channel players, or the pure plays, to make sure that we have the portfolio and the communication that wins with them. And whether it is the big retailers in the U.S.

or around the world, or whether it's the pure plays on an Amazon, Jingdong, or Alibaba, in both we're trying to ensure that we show up having consumer and shopper data that helps develop the category. And that we have the product offerings to win.

And again our results the last 6 months to me speak to the pivot that we've made to make sure we show up in that segment very, very well.

And the last comment I'd make is we're also ensuring that we adjust our packaging and our sizing to ensure we have the right offerings for what consumers and shoppers want that shop in that channel, again looking through each category lens..

Our next question comes from the line of Ali Dibadj with Bernstein..

Hey, guys. So I wanted to go back a little bit to price mix versus volume and sort of its implications for the industry overall please. Because, look, overall in the quarter clearly your price mix was lower than I think expected.

And certainly lower than peers, given especially currency movements and inflation, et cetera, but volumes came in a little bit higher. Even where you didn't have the kind of FX issues, your North America – I think, Jon, you said – volume was up 3%, sales up only 2%.

And you said that that's the pattern we should expect going forward, so leaning more on volumes than price mix overall.

I guess I'm trying to figure out what that suggests about the competitive environment we should expect in HPC as you execute your turnaround plans? I mean even if you think about 2017, obviously mid-single digit EPS growth, so just not a lot of EPS growth beyond Cody and Duracell. Every – all of the cost savings you're talking about.

All of that top line growth is going to be reinvested in the bottom line. And it is going to be reinvested in the market. So it feels like you're planning to win by outspending your competitors massively, which sounds like it might be a little bit tough for everyone in HPC right now. And perhaps not sustainable longer term even for you guys.

So love some help on figuring out what I'm missing on that? Because it sounds a little frightening right now. Thanks..

I'll start here. I'll let David chime in. If you look at price inclusive of promotion as a component of top line. We've been neutral to positive for 23 straight quarters and 12 consecutive years. And I don't think that relative preference in the drivers for business growth changes going forward.

But we've had two dynamics that we've been dealing with in the last year that kind of inform next year's view. One is we've been pricing significantly to recover foreign exchange impacts, which has resulted in volume being less of a component of the top line. In fact, in many cases a negative component.

We're hopeful that we're going to be operating in a more stable currency environment. So that volume negative goes away. Also as you have and others have rightly pointed out on several occasions, we've had category country combinations where our pricing got too high.

In many cases that's where we were trying to recover from devaluation, and competitors didn't follow. In other cases, David talked about Luvs in his prepared remarks, and a major competitor took pricing down in that segment.

And we'll be adjusting prices to deal with those realities, which makes price in those instances less of the top line component and volume more of it. We have no interest in spending unproductively. Our intent is to drive, as David said, category growth. And we do not see the business in most parts of the world through a zero sum lens in any way..

The only other idea (1:19:59) I would make is completely agree that the lens that we're looking at in each category is what can we do in innovation and brand building, both of which are taking investments to grow the category both through the short-, mid-, and long-term.

We have not yet completed entirely and annualized the value investments that needed to be made. And it's been most acute in places like Russia, where the differential impact we had was very severe for a U.S. domiciled company. And you're seeing even Russia volume share has recovered.

And until we annualize that, it will show up with the dynamic that you highlighted. But there, our front half was below 100% and our back half is double-digit and especially the fourth quarter.

That will annualize, and we get back to exactly what Jon said, which is our business model is very, very clear, which is we want to invest in innovation and brand building, especially focus the brand building at bringing consumers in. And then we want to delight them so they stay with our brand.

And the spending is heavily focused there, other than some selected value interventions, almost all driven by foreign exchange and the category settling out to a place where we're back in an acceptable price corridor. And we're getting to the end of that..

I would just add one last piece of perspective. Many of us have discussed this previously. But where we have a choice to spend a dollar on innovation, on brand building, building our equities, or on promotion, I think David and I would both spend that dollar every day on the first two items. And the reason is very simple.

There's nothing proprietary in promotion. It doesn't build sustainable advantage. Where the other forms of spending can, when we get them right. So I just offer that as a reminder to how we think about the operations of the business..

Our next question comes from Kevin Grundy with Jeffries..

Hey. Good morning, guys. So question, David, on competitive dynamics in North America, but specifically two notable transactions announced. You touched a little bit on the Dollar Shave dynamic with Unilever. I wanted to ask that a bit differently.

Specifically, are you anticipating greater investment there? It would certainly seem like, given the scale that Unilever brings, that that would be a reasonable expectation. Is that yours? And is that contemplated in the guidance? And then also if you could comment on Henkel's acquisition of Sun.

And specifically there what's your expectation? And do you see a more conducive setup for pricing rationality now in U.S. liquid? Because we've seen episodic price wars through the years there. But now are we at a level of industry consolidation that should lend itself to greater pricing rationality? Thank you..

Yeah, first, the Dollar Shave, but Unilever's acquisition of Dollar Shave Club. We have already this year increased our support for our U.S. shave care business, and we'll continue to make sure we support it at a level required to get back to growing.

The strategic choice we made that I highlighted earlier, which is very important and it should play out positively, in spite of Unilever's acquisition of Dollar Shave Club, is activating more than just the high end of the portfolio. Where we've been most vulnerable is at the mid- and lower tier.

And if you look at our share losses, that's where they've been most acute. And Dollar Shave Club has come in with in some cases a lower absolute cash outlay. Not a better performing product, and actually not a better value product when you look over time.

And for that reason we have – and we've had other challenges, which I think are well known in private label and in disposable. So we've gone back and innovated on all three tiers and also addressed and now funded marketing programs and developed a disposable, the MACH3 segment, both in innovation and brand support and on the premium tier.

To me, that will continue to be funded. That is anticipated in our guidance. That's part of the base plan for fiscal 2017 for shave care. Moving to the second one on Fabric Care, Henkel's acquisition of Sun. Certainly we're very aware.

There was a lot of concern if you go back a year ago with Persil, when it came in that that would have a real detrimental impact on our business. And the view we took then is the same view we take now, is there will be dynamics in the marketplace that could change. And we'll see how the category sorts itself out.

But the way we were able to win is the same strategy going into fiscal 2017, Fabric Care focused on consumers and shoppers. They brought aggressive innovation to make sure that they're meeting the shoppers' needs better than anybody else, premium performing products. And they did a great job communicating and sampling their products.

And you see this fiscal year built into our guidance is increased level of sampling. And with a broader sampling program as well as the marketing program that is in place, and I just mentioned some additional innovation coming on the product front, I think we're actually well positioned.

And the objective going in, independent of what happens in terms of industry consolidation, is that we win with consumers and shoppers. And we'll see how it plays out on the other point..

And your final question comes from the line of Caroline Levy with Credit Agricole..

Good morning. Thanks a lot. Question, I have to go a little deeper on China please. You've got maybe five or six major categories. Just looking at diapers, Olay specifically, and Hair [Care], could you talk about what product innovations – what level of product innovation you see coming? Any sort of granularity would be helpful.

Because it seems in diapers the Japanese are discounting their product. And there's a big shift in where things are bought. In Olay, we just haven't heard a lot recently. And in Hair, I think you've still got issues with your biggest brands there. So that would be helpful. Thank you..

Certainly. I'll take each in turn. On all three, yes, there are innovation, important innovations coming in fiscal 2017. Some of them have not been announced, so I won't get into any specifics. Diapers, we know we got behind on diapers. And it shows up, and it's one of the most acute categories in terms of share loss, period.

The category is very – understands it and the category is refocused on winning in China. We, 6 months, 9 months ago, made a choice that we're going to win in China. And then allocated the resources and the capital to ensure that we had the appropriate product innovation coming.

It's not yet publicly announced when some of these major innovations are coming. But on both diapers and pants, we're very committed to win. An encouraging sign to me about the future in China is to look at what we've been able to do recently in Japan. Where in Japan you're seeing us now take share leadership.

And frankly, we're losing to primarily Japanese competitors, have done extremely well in China as well as K-C [Kimberly-Clark]. And the innovation that we have coming over the next fiscal year and beyond we think will position us well. On Olay, our first step was to get our portfolio cleaned up. That's been done.

If you step back and look at the four core collections on Olay, we're starting to see a meaningful difference, which is to me a very positive sign, and that's Total Effects, Regenerist, our whitening segment in ProX. On those we see back half doing better than second half. We still have to anniversary some of the discontinued SKUs.

And the second key innovation on Olay will be getting our counters right. Our counters – and having been to China many times and previously lived in Greater China – our counters have gotten quite tired and had not been upgraded recently. So we've shut down the counters that are in stores that aren't productive.

And we've made meaningful investments in upgrading the counters in the stores that we think we have a basis to – places where we have a basis to complete. So counter innovation is coming. It's already happening. It is funded and showing up now.

And the innovations will be coming on primarily the four core collections, and then some new innovations that we'll be bringing in. The last category is Hair. Hair is our largest category in China. We have meaningful innovations coming on both the conditioner, they're superior – and I mentioned earlier. It's already been launched in the U.S.

and launched in China. It is superior performing. We have Hair innovation coming on many of our brands. Pantene and Head & Shoulders have historically been stronger. VS is actually growing share. And we've got innovation coming on Rejoice, which has been the weakest of our brands in China. So on each one of the brands, there's focus.

We've also made the choice, funded and staffed on the ground resources to ensure we keep up with the pace of innovation required in the Beauty segment, which to me is an important choice about winning in the future in China. Thank you..

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. You may now disconnect. Have a great day..

Thank you..