Published on P&G News | Event s, Mult imedia, Public Relat ions (ht t p://news.pg.

com) on July 17, 2017 - 12:29pm

P&G Responds to Trian Fund Management, L.P.

Release Date:
Monday, July 17, 2017 12:29 pm EDT

T erms:
P&G Corporat e Announcement s

Dateline City:
CINCINNATI

CINCINNATI--(BUSINESS WIRE)--The Proct er & Gamble Company (NYSE:PG) t oday issued t he following st at ement in response
t o Trian Fund Management , L.P.:

P&Gs Board and management t eam are commit t ed t o enhancing value for all shareholders and will cont inue t o t ake act ions
t o achieve t his object ive. P&G is act ively execut ing it s st rat egy t o achieve balanced, sust ainable long-t erm growt h and value
creat ion. Over t he past t wo years, P&G has accomplished t he most significant port folio t ransformat ion in it s hist ory, having
divest ed, discont inued, or consolidat ed more t han 100 brands and simplified it s product port folio from 16 t o 10 cat egories.
At t he same t ime, t he Company has est ablished a new st andard of excellence for product performance, packaging and
commercial execut ion, and is furt her st rengt hening it s organizat ion design, cult ure and account abilit y t o ensure t he
st rongest and most efficient operat ional performance across t he organizat ion. Today, P&G is a leaner, more agile, more
account able and more efficient organizat ion wit h leadership posit ions in 10 large, st ruct urally at t ract ive cat egories.

The Company also cont inues t o execut e on bold product ivit y init iat ives, having delivered more t han $10 billion in savings over
t he past five fiscal years, wit h plans t o deliver up t o an addit ional $10 billion over t he next five fiscal years. From reducing t he
number of manufact uring sit es and simplifying it s manufact uring plat forms, t o st reamlining agency cost s and refining it s
geographic foot print , t he Companys init iat ives are enhancing value across t he organizat ion. In addit ion t o driving cost
savings, t hese product ivit y programs have led t o an increase of more t han t wo point s in operat ing margin over t he past four
years. At t he same t ime, P&G is commit t ed t o cont inued product ivit y improvement and cost savings t hat provide t he fuel
for innovat ion and invest ment s needed t o accelerat e and sust ain fast er t op-line growt h. For example, t he Company will
reinvest savings t o improve product formulat ions and packaging, sales coverage and media programs, as well as product
sampling and in-st ore and online demand creat ion. P&G will also invest in consumer value equat ions, correct ing value gaps
and quickly responding t o compet it ive challenges as t hey emerge t hroughout t he year.

P&G also cont inues t o focus on consist ent ly generat ing st rong cash flows t o ext end it s out st anding t rack record of
ret urning value t o shareholders. Over t he past 10 years, P&G has ret urned $100 billion of capit al t o shareholders in t he form
of dividends, share exchanges and share repurchases, wit h approximat ely $38 billion in value ret urned over fiscal years 2016
and 2017. The Company recent ly announced a 3% increase t o it s quart erly dividend, marking t he 127th year in which P&G paid
a dividend, and t he 61st consecut ive year in which P&G increased t he dividend. P&G expect s t ot al dividend payment s t o
shareholders of more t han $7 billion in fiscal year 2017, bringing t ot al dividends paid over t he last decade t o more t han $62
billion.

P&G has a best -in-class Board of Direct ors t hat is fully support ive of and act ively engaged in overseeing t he Companys
t ransformat ion, and is holding management account able for delivering cont inued growt h and success. The P&G Board
comprises 11 diverse, highly qualified and experienced Direct ors, t en of whom are independent and four of whom have joined
t he Board in t he last five years. P&Gs Direct ors are proven business leaders, many of whom have run successful businesses
and led significant business and organizat ion t ransformat ions at t heir respect ive companies. Toget her, t he Board brings t o
P&G a broad range of expert ise, skills and experience in st rat egy and leadership, product ivit y and cost savings, consumer
and ret ail, t echnology and innovat ion, government , finance, market ing, and int ernat ional business.

P&G has maint ained an act ive and const ruct ive dialogue wit h Trian since it made it s invest ment in t he Company. P&Gs Board
and management t eam are keenly focused on execut ing t he Company's st rat egy t o drive innovat ion, accelerat e organic
sales and volume growt h, improve product ivit y and cost st ruct ure, and st rengt hen P&G's organizat ion and cult ure. While t he
Board is always willing t o consider new ideas t hat may help drive profit able growt h and enhance shareholder value, t he Board
not es t hat Trian has not provided any new or act ionable ideas t o drive addit ional value for P&G shareholders beyond t he
cont inued successful execut ion of t he st rat egic plan t hat is in place. The Board is confident t hat t he changes being made
are producing result s, and expresses complet e support for t he Company's st rat egy, plans, and management .

P&G remains focused on serving t he worlds consumers bet t er t han it s best compet it or, in every cat egory and every
count ry where t he Company chooses t o compet e creat ing superior shareholder value in t he process.

The Board will present it s formal recommendat ion regarding Direct or nominees in t he Companys definit ive proxy st at ement
and ot her mat erials, which will be filed wit h t he Securit ies and Exchange Commission. The dat e of t he Companys 2017 Annual
Shareholder Meet ing has not yet been announced. P&G shareholders are not required t o t ake any act ion at t his t ime.

Abo ut Pro cter & Gamble

P&G serves consumers around t he world wit h one of t he st rongest port folios of t rust ed, qualit y, leadership brands, including
Always, Ambi Pur, Ariel, Bount y, Charmin, Crest , Dawn, Downy, Fairy, Febreze, Gain, Gillet t e, Head &
Shoulders, Lenor, Olay, Oral-B, Pampers, Pant ene, SK-II, Tide, Vicks, and Whisper. The P&G communit y
includes operat ions in approximat ely 70 count ries worldwide. Please visit ht t p://www.pg.com for t he lat est news and
informat ion about P&G and it s brands.
Fo rward-Lo o king Statements

Cert ain st at ement s in t his release or present at ion, ot her t han purely hist orical informat ion, including est imat es, project ions,
st at ement s relat ing t o our business plans, object ives, and expect ed operat ing result s, and t he assumpt ions upon which
t hose st at ement s are based, are forward-looking st at ement s wit hin t he meaning of t he Privat e Securit ies Lit igat ion
Reform Act of 1995, Sect ion 27A of t he Securit ies Act of 1933 and Sect ion 21E of t he Securit ies Exchange Act of 1934.
These forward-looking st at ement s generally are ident ified by t he words believe, project , expect , ant icipat e,
est imat e, int end, st rat egy, fut ure, opport unit y, plan, may, should, will, would, will be, will cont inue,
will likely result , and similar expressions. Forward-looking st at ement s are based on current expect at ions and assumpt ions,
which are subject t o risks and uncert aint ies t hat may cause result s t o differ mat erially from t hose expressed or implied in
t he forward-looking st at ement s. We undert ake no obligat ion t o updat e or revise publicly any forward-looking st at ement s,
whet her because of new informat ion, fut ure event s or ot herwise.

Risks and uncert aint ies t o which our forward-looking st at ement s are subject include, wit hout limit at ion: (1) t he abilit y t o
successfully manage global financial risks, including foreign currency fluct uat ions, currency exchange or pricing cont rols and
localized volat ilit y; (2) t he abilit y t o successfully manage local, regional or global economic volat ilit y, including reduced market
growt h rat es, and t o generat e sufficient income and cash flow t o allow t he Company t o effect t he expect ed share
repurchases and dividend payment s; (3) t he abilit y t o manage disrupt ions in credit market s or changes t o our credit rat ing;
(4) t he abilit y t o maint ain key manufact uring and supply arrangement s (including sole supplier and sole manufact uring plant
arrangement s) and t o manage disrupt ion of business due t o fact ors out side of our cont rol, such as nat ural disast ers and
act s of war or t errorism; (5) t he abilit y t o successfully manage cost fluct uat ions and pressures, including commodit y prices,
raw mat erials, labor cost s, energy cost s and pension and healt h care cost s; (6) t he abilit y t o st ay on t he leading edge of
innovat ion, obt ain necessary int ellect ual propert y prot ect ions and successfully respond t o t echnological advances at t ained
by, and pat ent s grant ed t o, compet it ors; (7) t he abilit y t o compet e wit h our local and global compet it ors in new and exist ing
sales channels, including by successfully responding t o compet it ive fact ors such as prices, promot ional incent ives and t rade
t erms for product s; (8) t he abilit y t o manage and maint ain key cust omer relat ionships; (9) t he abilit y t o prot ect our
reput at ion and brand equit y by successfully managing real or perceived issues, including concerns about safet y, qualit y,
ingredient s, efficacy or similar mat t ers t hat may arise; (10) t he abilit y t o successfully manage t he financial, legal, reput at ional
and operat ional risk associat ed wit h t hird part y relat ionships, such as our suppliers, cont ract ors and ext ernal business
part ners; (11) t he abilit y t o rely on and maint ain key informat ion t echnology syst ems and net works (including Company and
t hird-part y syst ems and net works) and maint ain t he securit y and funct ionalit y of such syst ems and net works and t he dat a
cont ained t herein; (12) t he abilit y t o successfully manage regulat ory and legal requirement s and mat t ers (including, wit hout
limit at ion, t hose laws and regulat ions involving product liabilit y, int ellect ual propert y, ant it rust , privacy, t ax, account ing
st andards and environment al) and t o resolve pending mat t ers wit hin current est imat es; (13) t he abilit y t o manage changes in
applicable t ax laws and regulat ions; (14) t he abilit y t o successfully manage our port folio opt imizat ion st rat egy, including
achieving and maint aining our int ended t ax t reat ment of t he relat ed t ransact ions, and our ongoing acquisit ion, divest it ure
and joint vent ure act ivit ies, in each case t o achieve t he Companys overall business st rat egy and financial object ives, wit hout
impact ing t he delivery of base business object ives; (15) t he abilit y t o successfully achieve product ivit y improvement s and
cost savings and manage ongoing organizat ional changes, while successfully ident ifying, developing and ret aining part icularly
key employees, especially in key growt h market s where t he availabilit y of skilled or experienced employees may be limit ed;
and (16) t he abilit y t o manage t he uncert ain implicat ions of t he Unit ed Kingdoms wit hdrawal from t he European Union. For
addit ional informat ion concerning fact ors t hat could cause act ual result s and event s t o differ mat erially from t hose
project ed herein, please refer t o our most recent 10-K, 10-Q and 8-K report s.

Impo rtant Additio nal Info rmatio n and Where to Find It

The Company int ends t o file a proxy st at ement on Schedule 14A and ot her relevant document s wit h t he Securit ies and
Exchange Commission (SEC) in connect ion wit h t he solicit at ion of proxies for it s 2017 Annual Meet ing of Shareholders.
SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANYS 2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obt ain a free copy of t he 2017 proxy st at ement , any
amendment s or supplement s t o t he proxy st at ement and ot her document s t hat t he Company files wit h t he SEC from t he
SECs websit e at www.sec.gov or t he Companys websit e at ht t p://www.pginvest or.com as soon as reasonably pract icable
aft er such mat erials are elect ronically filed wit h, or furnished t o, t he SEC.

Certain Info rmatio n Regarding Participants in So licitatio n

The Company, it s Direct ors, it s execut ive officers and it s nominees for elect ion as Direct or may be deemed part icipant s in
t he solicit at ion of proxies from shareholders in connect ion wit h t he mat t ers t o be considered at t he Companys 2017 Annual
Meet ing of Shareholders. Informat ion about t he Companys direct ors and execut ive officers is available in t he Companys
proxy st at ement , dat ed August 26, 2016, for it s 2016 Annual Meet ing. To t he ext ent holdings of t he Companys securit ies
by such direct ors or execut ive officers have changed since t he amount s print ed in t he 2016 proxy st at ement , such changes
have been or will be reflect ed on St at ement s of Change in Ownership on Form 4 filed wit h t he SEC. More det ailed informat ion
regarding t he persons who may, under t he rules of t he SEC, be considered part icipant s in t he solicit at ion of shareholders in
connect ion wit h t he Companys 2017 Annual Meet ing of Shareholders, and t heir direct or indirect int erest s, by securit y
holdings or ot herwise, which may be different from t hose of t he Companys shareholders generally, will be set fort h in t he
Companys proxy st at ement for t he 2017 Annual Meet ing of Shareholders and t he ot her relevant document s t o be filed wit h
t he SEC.

Language:
English

Contact:
P&G Media Cont act :
Damon Jones, 513-983-0190
or
P&G Invest or Relat ions Cont act :
John Chevalier, 513-983-9974
T icker Slug:
Ticker: PG
Exchange: NYSE

Source URL: http://news.pg.com/press-release/pg-corporate-announcements/pg-responds-trian-fund-management-lp