UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 1993 Commission file number 1-434 THE PROCTER & GAMBLE COMPANY (Exact name of registrant as specified in its charter) Ohio 31-0411980 (State of incorporation) (I.R.S. Employer Identification No.) One Procter & Gamble Plaza, Cincinnati, Ohio 45202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (513) 983-1100 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . There were 683,303,526 shares of Common Stock outstanding as of January 21, 1993. -1- PART I. FINANCIAL INFORMATION THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS Millions of Dollars Except Per Share Amounts Three Months Ended Six Months Ended December 31 December 31 1993 1992 1993 1992 ------ ------ ------ ------ NET SALES $7,788 $7,839 $15,352 $15,718 Cost of products sold 4,394 4,493 8,622 8,915 Marketing, administrative, and other expenses 2,371 2,432 4,622 4,866 Provision for restructuring -- -- -- 303 ------ ------ ------ ------ OPERATING INCOME 1,023 914 2,108 1,634 Interest and other income 105 99 199 177 Interest expense 123 131 248 272 ------ ------ ------ ------ EARNINGS BEFORE INCOME TAXES & PRIOR YEARS' EFFECT OF ACCOUNTING CHANGES 1,005 882 2,059 1,539 Income Taxes 352 306 736 553 ------ ------ ------ ------ NET EARNINGS BEFORE PRIOR YEARS' EFFECT OF ACCOUNTING CHANGES 653 576 1,323 986 Prior years' effect of accounting changes, net of tax -- -- -- (925) ------ ------ ------ ------ NET EARNINGS $ 653 $ 576 $ 1,323 $ 61 ====== ====== ====== ====== PER COMMON SHARE: Net earnings before prior years' effect of accounting changes $ .92 $ .81 $ 1.87 $ 1.38 Prior years' effect of accounting changes, net of tax -- -- -- (1.36) ------ ------ ------ ------ Net Earnings $ .92 $ .81 $ 1.87 $ .02 Net Earnings assuming full dilution $ .85 $ .76 $ 1.74 $ .05 Dividends per Common Share $ .31 $ .275 $ .62 $ .55 AVERAGE COMMON SHARES OUTSTANDING (in millions) 682.3 679.6 <FN> NOTE: 1992 has been restated to include prior years' effects of postretirement benefits and income tax accounting changes amounting to $(925) and current year's accounting change effects of $(14) for the second quarter and $(35) for the six months. The 100% juice divestiture reserve of $303, (or $200 after-tax and $.29 per share), established in September 1992 and included in cost of products sold, is now identified separately as a provision for restructuring. -2- THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET Millions of Dollars December 31 June 30 ASSETS 1993 1993 CURRENT ASSETS ---------- ---------- Cash and cash equivalents $ 2,412 $ 2,322 Accounts receivable, less allowance for doubtful accounts 3,335 3,111 Inventories Raw materials and supplies 1,118 1,154 Work in process 213 196 Finished products 1,583 1,553 Deferred income taxes 642 740 Prepaid expenses and other current assets 1,301 899 ---------- ---------- 10,604 9,975 ---------- ---------- PROPERTY, PLANT, AND EQUIPMENT 15,089 14,877 LESS ACCUMULATED DEPRECIATION 5,600 5,392 ---------- ---------- 9,489 9,485 ---------- ---------- GOODWILL AND OTHER INTANGIBLE ASSETS 3,731 3,762 OTHER ASSETS 1,719 1,713 ---------- ---------- TOTAL $ 25,543 $ 24,935 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accruals $ 6,237 $ 6,475 Debt due within one year 1,851 1,812 ---------- ---------- 8,088 8,287 ---------- ---------- LONG-TERM DEBT 5,293 5,174 OTHER LIABILITIES 3,743 3,850 DEFERRED INCOME TAXES 152 183 SHAREHOLDERS' EQUITY Preferred stock 1,959 1,969 Common stock-shares outstanding - Dec. 31 682,996,927 683 682 - June 30 681,754,226 Additional paid-in capital 517 477 Currency translation adjustments (172) (99) Reserve for ESOP debt retirement (1,812) (1,836) Retained earnings 7,092 6,248 ---------- ---------- 8,267 7,441 ---------- ---------- TOTAL $ 25,543 $ 24,935 ========== ========== -3- THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Millions of Dollars Six Months Ended December 31 1993 1992 Cash and Cash Equivalents, beginning of year $2,322 $1,776 ------- ------- OPERATING ACTIVITIES Net earnings before prior years' effect of accounting changes 1,323 986 Provision for Restructuring -- 303 Depreciation, depletion and amortization 557 562 Deferred income taxes 68 (104) Increase in accounts receivable (293) (135) Increase in inventories (50) (45) Decrease in payables and accrued liabilities (129) (831) Change in Other Liabilities (84) 23 Other (72) (51) ------- ------- 1,320 708 ------- ------- INVESTING ACTIVITIES Capital expenditures (760) (731) Proceeds from asset sales and retirements 38 636 Acquisitions (170) (11) Marketable Securities (120) -- ------- ------- (1,012) (106) ------- ------- FINANCING ACTIVITIES Dividends to shareholders (474) (422) Additions to short-term debt 357 733 Additions to long-term debt 413 368 Reduction of long-term debt (500) (800) Proceeds from Stock Options 22 50 Purchase of treasury shares (6) (42) ------- ------- (188) (113) EFFECT OF EXCHANGE RATES ON CASH AND ------- ------- CASH EQUIVALENTS (30) (70) ------- ------- INCREASE IN CASH AND CASH EQUIVALENTS 90 419 ------- ------- Cash and Cash Equivalents, end of period $2,412 $2,195 ======= ======= SUPPLEMENTAL DISCLOSURE Non-cash transactions Liabilities assumed in acquisitions $ 11 $ 48 Reduction in employee stock ownership plan debt, guaranteed by the Company $ 24 $ 22 Conversion of preferred to common stock 11 7 <FN> Note: 1992 has been restated for retroactive adoption of accounting change related to postretirement benefits and income tax accounting. The interim financial statements are unaudited, but in the opinion of the Company include all adjustments, consisting only of normal recurring items, necessary for a fair presentation of the data. -4- MANAGEMENT'S DISCUSSION AND ANALYSIS Net earnings for the October-December quarter increased 13% from the same quarter in the previous year. Earnings per share were up 14% from the previous year. Unit volume growth and lower costs were the major factors contributing to the increase in earnings. Unit volume was up 6%, excluding the discontinued pulp and juice operations. Less favorable exchange rates limited earnings growth. On a constant exchange rate basis, net earnings would have been up 17% from a year ago. Worldwide net sales for October-December decreased 1% from the same quarter last year. The decline reflects adverse foreign exchange rates. Excluding this effect, sales would have been up 3%. For July-December, net earnings and earnings per share were up 12% from the same six months in the previous year, excluding the prior years' effect of accounting changes and a restructuring provision. Net sales were down 2%. Excluding the impact of exchange rates, earnings would have increased 17% and sales would have been up 3% from a year ago. The U.S. consumer businesses continued to deliver strong unit volume gains during October-December, including record shipments in December. International achieved double-digit volume growth, despite difficult economic conditions in many major markets. Volume growth was particularly strong in the Far East, Latin America and Eastern Europe. Both the U.S. and International businesses showed good earnings growth, due in part to the restructuring program which is just beginning to contribute to earnings progress. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (10) The Procter & Gamble 1993 Non-Employee Directors' Stock Plan (11) Computation of Earnings Per Share (12) Computation of Ratio of Earnings to Fixed Charges (b) No reports on Form 8-K have been filed during the quarter ended December 31, 1993. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. THE PROCTER & GAMBLE COMPANY /s/E. H. EATON - ------------------------------ E. H. Eaton Vice President and Comptroller (Principal Accounting Officer) Date: February 8, 1994 -5- EXHIBIT INDEX Exhibit No. Page No. (10) The Procter & Gamble 1993 Non-Employee Directors' Stock Plan 7 (11) Computation of Earnings per Share 10 (12) Computation of Ratio of Earnings to Fixed Charges 11 -6-