The maker of Tide and Pampers is taking more heat from shareholders.

By Shawn Tully
October 4, 2017

A simmering corporate boardroom battle will come to a head next week, when shareholders in consumer-goods giant Procter & Gamble will vote on whether to put Nelson Peltz, the co-founder of Trian Partners and veteran activist, on the P&G board. But during the week of Sept. 25, the challenger got a meaningful boost, when Trian Partners won the backing of all three of the most prominent proxy advisers: ISS, Glass Lewis, and Egan-Jones.

Trian and Peltz have argued that P&G, maker of Tide, Pampers, and many more huge brands, should be doing much more to reduce costs and spur its flagging sales. They still face an uphill fight in their campaign. The big proxy advisers are influential, but hardly omnipotent: For example, despite endorsements from ISS and other firms providing recommendations to institutional investors, Trian narrowly lost a proxy contest at DuPont in May 2015.

Before casting their votes at the Oct. 10 annual meeting, shareholders big and small would do well to weigh a couple of key criticisms that are buried deep in the lengthy Glass Lewis and ISS reports. Although their endorsement of Trian made headlines, pivotal reasons for their decision went largely unreported. So here are three nuggets from their analysis that bolster the case for Trian.

For more on P&G’s business challenges, read “This Is Why P&G Needs Nelson Peltz.”

Saying no to ‘scrubbed’ earnings

On page 20 of its report, Glass Lewis bashes revised earnings-per-share figures that P&G claims show progress that, according to the proxy adviser, is largely unwarranted. Glass Lewis is referring to adjustments P&G made to “core” EPS from 2011 to 2017. Those adjustments change the originally reported numbers by going back and scrubbing, year by year, the earnings from the many businesses it sold over that period, including pet foods and beauty products. In other words, P&G shows EPS that are a lot lower in 2011 than what it originally reported, by eliminating profits for businesses it owned in that year but subsequently sold.

Read “Do Shareholders Win When Activist Investors Win?

P&G is advertising those adjusted figures as a better measure of its performance than the historical figures. And indeed, they do look better, because the starting point is lower. Using P&G’s preferred presentation, EPS rose from $3.48 in 2011 to $3.92 in 2017, representing annual gains of 2% in a tough global market for consumer goods. The gains would have been far greater, argues P&G, but for a robust dollar that hammered foreign earnings translated into greenbacks.

But as Glass Lewis points out, the revised numbers are misleading. “Given P&G’s recent string of disposals and large buy-back program, we are concerned management’s presentation of earnings growth is inflated,” states Glass Lewis. In reality, P&G pursued two major initiatives that influenced EPS. First, it substantially shrank its business and in the process, its earnings power. (By the way, it was right to axe poorly-performing businesses. P&G’s shortcoming is the failure to deploy the proceeds of those sales, and its yearly earnings, into acquisition and innovations to recharge growth.)

Second, it used the proceeds from asset sales of $10 billion, along with large portions of its cash flow derived from earnings, to repurchase shares. The net result of these actions is that the company’s EPS actually shrank.

That result is clear from the actual, annual results–as reported in the years they were booked–excluding the retroactive scrubbing of earnings from divested businesses. In 2011, P&G posted EPS of $3.95, including profits from all the units it’s since sold; six years later, the number was slightly lower at $3.92, and a whole lot lower adjusted for inflation. Over that stretch, total earnings dropped by over 8%, and the share count fell by the same amount. P&G spent that span essentially treading water.

Questioning the math on cost reductions

The two other points are central to the ISS endorsement of Trian. The first is a dive into P&G’s pledge to substantially lower costs. On page 53 of an investor presentation from September entitled “P&G Is Executing a Strategy That Is Working,” the company touts a recently-completed $10 billion productivity-improvement plan and states that it “is now focusing on achieving an additional $10 billion in cost reductions.”

That statement strongly implies that P&G is pledging to reduce total expenses by $10 billion, so that all other things being equal, its pre-tax earnings will rise by that amount. But as ISS points out, P&G provides other projections showing that the savings will raise profits by just a fraction of the heavily-hyped “cost reductions.” It predicts that operating margins will rise by 250 basis points from FY 2016 (ended in June) to FY 2021. “The 250 bps improvement in operational margin would account for for approximately $1.6 billion in cost-savings, or 16 percent of the company’s projected $10 billion in cost savings,” writes ISS.

ISS speculates that P&G is really talking about big reductions in overhead, or SG&A expense, and that those savings will be mostly offset by rising marketing costs required to withstand “competitive pressures.” In other words, the $10 billion campaign mostly shuffles spending from one account to another, so that what matters most, the “net” savings, come to only $1.6 billion. Hence, ISS calls the initiative “a reallocation of resources” that “shouldn’t be advertised by management as cost savings.”

Too many CEOs spoil the board

A second ISS zinger is far more subjective. But it presents a strong rationale for adding Peltz to the board. The P&G board is packed with former and current CEOs. Ten out of its 11 directors either have held or currently hold a company’s top job, including ex-Boeing chief James McNerney, current American Express chief Ken Chenault, and former Home Depot head Francis Blake.

For ISS, that’s not all to the good. “The fact that P&G’s board consists primarily of current and former CEOs may have played a role in shaping its resistance to the dissident’s approach,” the adviser writes. “More often than not, CEOs see activists as a threat.” Trian has invested $3.5 billion for 1.5% of the shares, and would think like an owner. “As the board continues to consist primarily of former chief executives, it could benefit from additional diversity of thought and experience, and the presence of a stronger shareholder voice,” concludes ISS, in recommending a vote for Peltz.

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According to P&G, earnings would be advancing briskly if not for headwinds from the strong dollar. We’ll soon see. Since the start of 2017, the greenback has declined 6.4% against the world’s currencies. So far, P&G is reporting that although the forex penalty is easing, it still saw sales slump by 2% from January to June of 2017, holding sales flat versus 2016.

A reversal in the currency fortunes will help P&G. But the real problem is the underlying, anemic growth in sales volumes and prices. The currency argument is mainly an excuse–as could soon be revealed if its lackluster performance continues in a positive forex environment, an outcome that Peltz and sundry other investors fear. P&G has nothing to lose, and loads to gain, by naming to its board a consumer goods veteran who’s betting billions that new thinking can revive a flagging American icon.

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