THE PROCTER & GAMBLE COMPANY
AND SUBSIDIARIES
====================
ANNUAL REPORT ON FORM 10-K
TO THE
SECURITIES AND EXCHANGE COMMISSION
FOR THE
YEAR ENDED JUNE 30, 1994
******************************************
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------------
ANNUAL REPORT ON FORM 10-K PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1994 Commission File No. 1-434
--------------------------------------------------
THE PROCTER & GAMBLE COMPANY
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
Telephone (513) 983-1100
IRS Employer Identification No. 31-0411980
State of Incorporation: Ohio
---------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each Exchange on which registered
- - ------------------------------- -----------------------------------------
Common Stock, without Par Value New York, Cincinnati, Amsterdam, Paris,
Basle, Geneva, Lausanne, Zurich,
Frankfurt, Antwerp, Brussels, Tokyo
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 .
------ ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _________
There were 684,700,179 shares of Common Stock outstanding as of August 12,
1994. The aggregate market value of the voting stock held by non-
affiliates amounted to $41 billion on August 12, 1994.
Documents Incorporated By Reference
----------------------------------------------
Portions of the Annual Report to Shareholders for the fiscal year ended
June 30, 1994 are incorporated by reference into Part I and Part II of this
report.
Portions of the Proxy Statement for the 1994 Annual Meeting of Shareholders
are incorporated by reference into Part III of this report.
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PART I
----------
Item 1. Business.
---------
General Development of Business
-----------------------------------
The Procter & Gamble Company is primarily a manufacturer and
distributor of household products. Its products are sold throughout the
United States and abroad. The Company was incorporated in Ohio in 1905 and
was the outgrowth of a business founded in 1837 by William Procter and
James Gamble.
Unless the context indicates otherwise, the term the "Company" as used
herein refers to The Procter & Gamble Company (the registrant) and its
subsidiaries.
Additional information required by this item is incorporated by
reference to the letter to shareholders which appears on pages 1-5 of the
Annual Report to Shareholders for the fiscal year ended June 30, 1994.
Financial Information About Industry Segments
-------------------------------------------------
The information required by this item is incorporated by reference to
Note 10. Segment Information which appears on pages 30 and 31 of the Annual
Report to Shareholders for the fiscal year ended June 30, 1994.
Narrative Description of Business
-------------------------------------
The products of Laundry and Cleaning, Personal Care and Food and
Beverage segments are distributed primarily through grocery stores and
other retail outlets. The products of the Pulp and Chemicals segment are
sold direct and through jobbers. In March 1992 the Company established a
plan to divest its commercial pulp business. The sale of the timberlands
in July 1994 completed this plan. The class of products information
required by this item is incorporated by reference to Note 10. Segment
Information which appears on pages 30 and 31 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1994.
Among the well-known names under which the Company's products are sold
are: Ace, Always, Ariel, Attends, Bold, Bounce, Bounty, Camay, Cascade,
Charmin, Cheer, Cover Girl, Crest, Crisco, Dash, Dawn, Downy, Duncan Hines,
Era, Fairy, Flash, Folgers, Gain, Hawaiian Punch, Head and Shoulders,
Ivory, Jif, Lenor, Luvs, Max Factor, Mr. Proper, Olay, Old Spice, Pampers,
Pantene, Pert, Pringles, Punica, Rejoice, Safeguard, Scope, Secret, Sunny
Delight, Tide, Vicks, Vidal Sassoon, Whisper, and Zest.
The Company's business, represented by the aggregate of the four
segments, is essentially homogeneous. For the most part, the factors
necessary for an understanding of these four segments are essentially
identical. The markets in which the Company's products are sold are highly
competitive. The products of the Company's business segments compete with
many large and small companies and there is no dominant competitor or
competitors. Advertising is used in conjunction with an extensive sales
force because the Company believes this combination provides the most
efficient method of marketing these types of products. Product quality,
performance, value and packaging are also important competitive factors.
-2-
The creation of new products and the development of new performance
benefits for consumers on the Company's existing products are vital
ingredients in its continuing progress in the highly competitive markets in
which it does business. Basic research and product development activities
continued to carry a high priority during the past fiscal year. The
Company spent $1,059 million in fiscal year 1994, $956 million in 1993 and
$861 million in 1992 on such activities. While many of the benefits from
these efforts will not be realized until future years, the Company believes
these activities demonstrate its commitment to future growth.
The Company has registered trademarks and owns or has licenses under
patents which are used in connection with its business in all segments.
Some of these patents or licenses cover significant product formulation and
processing of the Company's products. The trade names of all major
products in each segment are registered trademarks. In part, the Company's
success can be attributed to the existence of these trademarks, patents and
licenses.
Most of the raw materials used by the Company are purchased from
others. The Company purchases a substantial variety of raw materials, no
one of which is material to the Company's business taken as a whole. The
price volatility of agricultural commodities is, at particular periods, of
importance to the products manufactured and sold in the Food and Beverage
products segment.
Expenditures in fiscal year 1994 for compliance with Federal, State
and local environmental laws and regulations were not materially different
from such expenditures in the prior year, and no material increase is
expected in fiscal year 1995.
International operations are generally characterized by the same
conditions discussed in the description of the business above and may also
be affected by additional elements including changing currency values and
different rates of inflation and rates of economic growth. The effect of
these additional elements is more significant in the Laundry and Cleaning
and Personal Care products segments which comprise most of the Company's
international business.
The Company has approximately 96,500 employees.
The Company provides an Employee Stock Ownership Plan ("ESOP") which
is part of The Procter & Gamble Profit Sharing Trust and Employee Stock
Ownership Plan. Convertible preferred stock of the Company and other
assets owned by the ESOP are held through a trust (the "ESOP Trust"). The
ESOP Trust has issued certain debt securities to the public. The Company
has fully, unconditionally and irrevocably guaranteed payment of principal
and interest on these debt securities. Holders of these debt securities
have no recourse against the assets of the ESOP Trust except with respect
to cash contributions made by the Company to the ESOP Trust, and earnings
attributable to such contributions. Such cash contributions are made by
the Company only to the extent that dividends on the convertible preferred
stock are inadequate to fund repayment of the debt securities. Any such
contributions and subsequent payments to holders are made on a same-day
basis and such contributions would therefore not be held by the ESOP Trust
unless there was a default in payment on the debt securities by the ESOP
Trust after having received such contributions
-3-
from the Company. Such a default is not likely to occur and there is
therefore little likelihood that there would be assets available to satisfy
the claims of any holders of the debt securities. A summary description of
the liabilities of the ESOP Trust and of the dividends paid by the Company
on the convertible preferred stock and cash payments from the Company to
the ESOP Trust for the three years ended June 30, 1994 are incorporated by
reference to Note 8 of "Notes to Consolidated Financial Statements" on
pages 26-28 of the 1994 Annual Report to Shareholders.
Additional information required by this item is incorporated by
reference to the letter to shareholders which appears on pages 1-5 and
Financial Condition which appears on page 35 and 36 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1994.
Financial Information About Foreign and Domestic Operations
------------------------------------------------------------
The information required by this item is incorporated by reference to
Note 10. Segment Information which appears on pages 30 and 31 of the Annual
Report to Shareholders for the fiscal year ended June 30, 1994.
Item 2. Properties.
-----------
In the United States, the Company owns and operates manufacturing
facilities at 45 locations in 22 states. In addition, it owns and operates
89 manufacturing facilities in 39 other countries. Laundry and Cleaning
products are produced at 39 of these locations; Personal Care products at
90; and Food and Beverage products at 20. Pulp and Chemicals are produced
at 18 locations. The management considers that the Company's production
facilities are adequate to support the business efficiently, and that the
properties and equipment have been well maintained.
Item 3. Legal Proceedings.
------------------
The Company is involved in clean-up efforts at off-site Superfund
locations, many of which are in the preliminary stages of investigation.
The amount accrued at June 30, 1994 representing the Company's probable
future costs that can be reasonably estimated was $8 million.
The Company is also involved in certain other environmental
proceedings. No such proceeding is expected to result in material monetary
or other sanctions being imposed by any governmental entity, or in other
material liabilities. However, the Company has agreed to participate in
the Toxic Substances Control Act ("TSCA") Section 8(e) Compliance Audit
Program of the United States Environmental Protection Agency ("EPA"). As a
participant, the Company has agreed to audit its files for materials which
under current EPA guidelines would be subject to notification under Section
8(e) of TSCA and to pay stipulated penalties for each report submitted
under this program. It is anticipated that the Company's liability under
the Program will be $1,000,000. No administrative proceeding is pending;
however the Company anticipates being required to enter an Administrative
Order on Consent pursuant to this Program in late 1995. In addition, the
EPA issued to a subsidiary of the Company a Finding and Notice of Violation
(NOV") dated June 16, 1994, based on Section 113(a) of the Clean Air Act
(as amended), for alleged violations of the California State Implementation
Plan by the subsidiary's manufacturing plant in Sacramento, California.
The violations relate to 1) a plant expansion project that was implemented
on the basis of calculated emission data that later proved to be
-4-
inaccurate, with the result that the project allegedly failed to observe
the federal construction ban and certain "new source review" provisions;
and 2) the subsequent installation of a material recovery unit that is now
alleged to be pollution control equipment for which a permit was required.
The NOV does not specify the relief that will be sought by EPA, but any
penalties are not expected to be material to the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
Not applicable.
Executive Officers of the Registrant
--------------------------------------
The names, ages and positions held by the executive officers of the
Company on August 12, 1994 are:
Elected to
Present
Name Position Age Position
- - ------------- -------------------- --- -----------
Edwin L. Artzt Chairman of the Board and 64 1989
Chief Executive.
Director from 1972-75 and
since October 14, 1980.
John E. Pepper President. 56 1986
Director since June 12, 1984.
Durk I. Jager Executive Vice President. 51 1989
Director since December 12, 1989.
Michael J. Allen Group Vice President. 56 1991
Wolfgang C. Berndt Group Vice President. 51 1986
Benjamin L. Bethell Senior Vice President. 54 1991
Robert T. Blanchard Group Vice President. 49 1991
Gordon F. Brunner Senior Vice President. 55 1987
Director since March 1, 1991.
Bruce L. Byrnes Group Vice President. 46 1991
Larry G. Dare Group Vice President. 54 1989
-5-
Elected to
Present
Name Position Age Position
- - ------------- -------------------- --- ---------
Stephen P. Donovan, Jr. Group Vice President. 53 1986
Harald Einsmann Group Vice President. 60 1984
Director since June 10, 1991.
Robert J. Herbold Senior Vice President. 52 1990
James J. Johnson Senior Vice President 47 1992
and General Counsel.
Jeffrey D. Jones Group Vice President. 41 1992
Alan G. Lafley Group Vice President. 47 1992
Gary T. Martin Senior Vice President. 49 1991
Lawrence D. Milligan Senior Vice President. 58 1990
Jorge P. Montoya Group Vice President. 48 1991
Thomas A. Moore Group Vice President. 43 1992
Erik G. Nelson Senior Vice President. 54 1993
Robert L. Wehling Senior Vice President. 55 1994
Edwin H. Eaton, Jr. Vice President and 56 1987
Comptroller.
Todd A. Garrett Vice President, Procter 52 1992
& Gamble Worldwide.
All of the above Executive officers are members of the Executive Committee
of The Procter & Gamble Company and have been employed by the Company over
five years.
PART II
----------
Item 5. Market for the Common Stock and Related Stockholder Matters
-----------------------------------------------------------
The stock exchanges on which the common stock is listed, the quarterly
price range and dividends for the past two years and the number of common
shareholders are incorporated by reference to page 42 of the Annual Report
to Shareholders for the fiscal year ended June 30, 1994.
-6-
Item 6. Selected Financial Data
-----------------------
(millions of dollars except per share amounts)
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
Net sales $24,081 $27,026 $29,362 $30,433 $30,296
Net earnings/(Loss) 1,602 1,773 1,872 (656) 2,211
Net earnings/(Loss) per common share 2.25 2.46 2.62 (1.11) 3.09
Net earnings/(Loss) per common share
assuming full dilution 2.13 2.31 2.45 (.96) 2.91
Dividends per common share .875 .975 1.025 1.10 1.24
Total assets 18,487 20,468 24,025 24,935 25,535
Long-term debt 3,588 4,111 5,223 5,174 4,980
In 1993 the Company adopted Statement of Financial Accounting
Standards No. 106, "Employers Accounting for Postretirement Benefits Other
Than Pensions" and Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes". The effect of these accounting changes was
to reduce net earnings by $988 million ($1.45 per share).
During 1993 the Company announced one-time charges of $2,402 million
for manufacturing consolidations and organizational restructuring and $303
million related to the divestiture of the 100% juice business. The after-
tax effect of these provisions is $1,746 million or $2.57 per share.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
----------------------------------------------------------------
This information is incorporated by reference to the Analysis and
Discussion and Financial Condition shown on pages 32-36 and the letter to
shareholders on pages 1-5 of the Annual Report to Shareholders for the
fiscal year ended June 30, 1994.
Item 8. Financial Statements and Supplemental Data
------------------------------------------
The financial statements and supplemental data are incorporated by
reference to pages 16-31 of the Annual Report to Shareholders for the
fiscal year ended June 30, 1994.
Item 9. Disagreements on Accounting and Financial Disclosure
----------------------------------------------------
Not applicable.
PART III
----------
Item 10. Directors and Executive Officers
--------------------------------
The information required by this item is incorporated by reference to
pages 3-5 and 17-18 of the proxy statement filed since the close of the
fiscal year ended June 30, 1994, pursuant to Regulation 14A which involved
the election of directors. Pursuant to Item 401(b) of Regulation S-K,
Executive Officers of the Registrant are reported in Part I of this report.
-7-
Item 11. Executive Compensation
----------------------
The information required by this item is incorporated by reference to
pages 7-14 of the proxy statement filed since the close of the fiscal year
ended June 30, 1994, pursuant to Regulation 14A which involved the election
of directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The information required by this item is incorporated by reference to
pages 15-17 of the proxy statement filed since the close of the fiscal year
ended June 30, 1994, pursuant to Regulation 14A which involved the election
of directors.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information required by this item is incorporated by reference to
page 18 of the proxy statement filed since the close of the fiscal year
ended June 30, 1994, pursuant to Regulation 14A which involved the election
of directors.
PART IV
---------
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
-----------------------------------------------------------------
A. 1. Financial Statements:
The following consolidated financial statements of The Procter
& Gamble Company and subsidiaries and the report of
independent accountants are incorporated by reference in Part
II, Item 8.
- Report of independent accountants
- Consolidated statement of earnings -- for years ended
June 30, 1994, 1993 and 1992
- Consolidated balance sheet -- as of June 30, 1994 and
1993
- Consolidated statement of retained earnings -- for years
ended June 30, 1994, 1993 and 1992
- Consolidated statement of cash flows -- for years ended
June 30, 1994, 1993 and 1992
- Notes to consolidated financial statements
2. Financial Statement Schedules:
Schedule V -- Property, plant, and equipment - page 15
-8-
Schedule VI -- Accumulated depreciation - page 16
Schedule IX -- Short-term borrowings - page 17
Schedule X -- Supplementary income statement information
- page 18
The schedules other than those listed above are omitted
because of the absence of the conditions under which they are
required, or because the information is set forth in the
financial statements or notes thereto.
3. Exhibits:
Exhibit (3-1) -- Amended Articles of Incorporation
(Incorporated by reference to Exhibit (3-1)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1993).
(3-2) -- Regulations (Incorporated by reference to
Exhibit (3-2) of the Company's Annual Report
on Form 10-K for the year ended June 30,
1993).
Exhibit (4) -- Registrant agrees to file a copy of documents
defining the rights of holders of long-term
debt upon request of the Commission.
Exhibit (10-1) -- The Procter & Gamble 1992 Stock Plan (as
amended December 14, 1993) which was adopted
by the shareholders at the annual meeting on
October 13, 1992.
(10-2) -- The Procter & Gamble 1983 Stock Plan (as
amended May 11, 1993) which was adopted by
the shareholders at the annual meeting on
October 11, 1983 (Incorporated by reference
to Exhibit (10-2) of the Company's Annual
Report on Form 10-K for the year ended June
30, 1993).
(10-3) -- The Procter & Gamble Executive Group Life
Insurance Policy (each executive officer is
covered for an amount equal to annual salary
plus bonus) (Incorporated by reference to
Exhibit (10-3) of the Company's Annual Report
on Form 10-K for the year ended June 30,
1993).
(10-4) -- Additional Remuneration Plan (as amended June
12, 1990) which was adopted by the Board of
Directors on April 12, 1949 (Incorporated by
reference to Exhibit (10-4) of the Company's
Annual Report on Form 10-K for the year ended
June 30, 1993).
(10-5) -- The Procter & Gamble Deferred Compensation
Plan for Directors which was adopted by the
Board of Directors on September 9, 1980
(Incorporated by reference to Exhibit (10-5)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1993).
-9-
Exhibit (10-6) -- The Procter & Gamble Retirement Plan for
Directors which was adopted by the Board of
Directors on December 12, 1989 (Incorporated
by reference to Exhibit (10-6) of the
Company's Annual Report on Form 10-K for the
year ended June 30, 1993).
(10-7) -- The Procter & Gamble Board of Directors
Charitable Gifts Program which was adopted by
the Board of Directors on November 12, 1991
(Incorporated by Reference to Exhibit (10-7)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1993).
(10-8) -- The Procter & Gamble 1993 Non-Employee
Directors' Stock Plan which was on November
9, 1993, approved by the Board of Directors
for submission to the Shareholders on October
11, 1994 (Incorporated by reference to
Appendix A of the proxy statement filed since
the close of the fiscal year ended June 30,
1994).
(10-9) -- Richardson-Vicks Inc. Special Stock
Equivalent Incentive Plan which was
authorized by the Board of Directors of The
Procter & Gamble Company and adopted by the
Board of Directors of Richardson-Vicks Inc.
on December 31, 1985.
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed
charges.
Exhibit (13) -- Annual Report to shareholders. (Pages 1-5,
16-36, and 42)
Exhibit (21) -- Subsidiaries of the registrant.
Exhibit (23) -- Consent of Deloitte & Touche LLP.
Exhibit (27) -- Financial Data Schedule.
Exhibit (99-1) -- Directors and Officers Liability Policy (the
"Policy Period" has been extended to
6/30/97).
(99-2) -- Directors and Officers (First) Excess
Liability Policy (the "Policy Period" has
been extended to 6/30/95).
(99-3) -- Directors and Officers (Second) Excess
Liability Policy (the "Policy Period" has
been extended to 6/30/95).
(99-4) -- Fiduciary Responsibility Insurance Policy
(the "Policy Period" has been extended to
6/30/95).
The exhibits listed are filed with the Securities and Exchange
Commission but are not included in this booklet. Copies of these
exhibits may be obtained by sending a request to: Linda D.
Rohrer, Assistant Secretary, The Procter & Gamble Company, P. O.
Box 599, Cincinnati, Ohio 45201
-10-
B. Reports on Form 8-K:
An 8-K Report containing an exhibit under Item 7 entitled "Press
Release Issued by Registrant on April 12, 1994" was filed on April
13, 1994.
SIGNATURES
--------------
Pursuant to the requirements of Section 13 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 in the city of
Cincinnati, State of Ohio.
THE PROCTER & GAMBLE COMPANY
By /s/EDWIN L. ARTZT
---------------------------
Edwin L. Artzt
Chairman of the Board and Chief Executive
September 13, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
- - --------- ----- -----
_______
/s/EDWIN L. ARTZT Chairman of the Board and |
- - -------------------- Chief Executive and Director |
(Edwin L. Artzt) (Principal Executive Officer) |
|
/s/ERIK G. NELSON Senior Vice President |
- - -------------------- (Principal Financial Officer) |
(Erik G. Nelson) September 13, 1994
|
/s/EDWIN H. EATON, JR. Vice President and Comptroller |
- - -------------------- (Principal Accounting Officer) |
(Edwin H. Eaton, Jr.) |
|
/s/DAVID M. ABSHIRE |
- - -------------------- Director |
(David M. Abshire) |
|
/s/NORMAN R. AUGUSTINE |
- - -------------------- Director |
(Norman R. Augustine) ___________|
-11-
Signature Title Date
- - --------- ------ ----
__________
|
/s/DONALD R. BEALL |
- - -------------------- Director |
(Donald R. Beall) |
|
/s/GORDON F. BRUNNER |
- - -------------------- Director |
Gordon F. Brunner) |
|
/s/RICHARD B. CHENEY |
- - -------------------- Director |
(Richard B. Cheney) |
|
/s/HARALD EINSMANN |
- - -------------------- Director |
(Harald Einsmann) |
|
|
- - -------------------- Director |
(Richard J. Ferris) |
|
/s/JOSEPH T. GORMAN |
- - -------------------- Director September 13, 1994
(Joseph T. Gorman) |
|
/s/ROBERT A. HANSON |
- - -------------------- Director |
/s/(Robert A. Hanson) |
|
/s/DURK I. JAGER |
- - -------------------- Director |
(Durk I. Jager) |
|
/s/JERRY R. JUNKINS |
- - -------------------- Director |
(Jerry R. Junkins) |
|
/s/JOSHUA LEDERBERG |
- - -------------------- Director |
(Joshua Lederberg) |
|
/s/CHARLES R. LEE |
- - -------------------- Director |
(Charles R. Lee) |
__________
-12-
Signature Title Date
- - --------- ------ -----
_________
/s/JOHN E. PEPPER |
- - ------------------- Director |
(John E. Pepper) |
|
/s/JOHN G. SMALE |
- - ------------------- Director |
(John G. Smale) September 13, 1994
|
/s/ROBERT D. STOREY |
- - ------------------- Director |
(Robert D. Storey) |
|
/s/MARINA v.N. WHITMAN |
- - ------------------- Director |
(Marina v.N. Whitman) _______|
-13-
DELOITTE & TOUCHE LLP
250 East Fifth Street
Post Office Box 5340
Cincinnati, Ohio 45201
(513) 784-7100
REPORT OF INDEPENDENT ACCOUNTANTS
- - --------------------------------------------------------------
The Procter & Gamble Company:
We have audited the consolidated financial statements of The Procter &
Gamble Company and subsidiaries as of June 30, 1994 and 1993, and for each
of the three years in the period ended June 30, 1994, and have issued our
report thereon dated August 10, 1994 (expressing an unqualified opinion and
including an explanatory paragraph regarding the changes in accounting for
other post retirement benefits and income taxes effective July 1, 1992);
such financial statements and report are included in your 1994 Annual
Report to Shareholders and are incorporated herein by reference. Our
audits also included the financial statement schedules of The Procter &
Gamble Company and subsidiaries, listed in Item 14. These financial
statement schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our
opinion, such financial statement schedules, when considered in relation to
the basic consolidated financial statements taken as a whole, present
fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
August 10, 1994
-14-
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
===============================
SCHEDULE V - PROPERTY, PLANT, AND EQUIPMENT
FOR THE YEARS ENDED JUNE 30, 1994, 1993 and 1992
- - --------------------------------------------------------------------------------------------------
MACHINERY
AND
Millions of Dollars BUILDINGS EQUIPMENT LAND TIMBERLANDS TOTAL
- - --------------------------------------------------------------------------------------------------
Balance, June 30, 1993 $2,703 $11,607 $494 $ 73 $14,877
Additions at cost 296 1,510 31 4 1,841
Retirements or sales (48) (950) (5) (1) (1,004)
Cost of timber harvested -
credited to asset account (6) (6)
Foreign currency translation
adjustments 59 92 21 0 172
Other changes - debit (credit) 17 (10) 9 0 16(a)
-------- ---------- ------ ----- -----------
Balance, June 30, 1994 $3,027 $12,249 $550 $ 70 $15,896
====== ======= ====== ===== ===========
Balance, June 30, 1992 $2,478 $12,092 $439 $175 $15,184
Additions at cost 420 1,441 34 16 1,911
Retirements or sales (173) (1,632) (12) (168) (1,985)
Cost of timber harvested -
credited to asset account (15) (15)
Foreign currency translation
adjustments (33) (300) 26 0 (307)
Other changes - debit (credit) 11 6 7 65 89(a)
--------- ---------- ------ ----- ----------
Balance, June 30, 1993 $2,703 $11,607 $494 $ 73 $14,877
========= ========== ====== ===== ==========
Balance, June 30, 1991 $2,019 $10,593 $250 $172 $13,034
Additions at cost 250 1,621 14 26 1,911
Retirements or sales (21) (610) (1) (2) (634)
Cost of timber harvested -
credited to asset account (18) (18)
Foreign currency translation
adjustments 99 359 34 0 492
Other changes - debit (credit) 131 129 142 (3) 399(a)
--------- ---------- ------ ------ ----------
Balance, June 30, 1992 $2,478 $12,092 $439 $175 $15,184
========= ========== ====== ====== ==========
<FN>
(a) Primarily acquisitions and reclassifications
Rates for Depreciation of Properties for financial accounting purposes
are generally as follows:
Buildings 1.5% to 10%
Machinery & Equipment 3% to 33.3%
-15-
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
================================
SCHEDULE VI - ACCUMULATED DEPRECIATION
FOR THE YEARS ENDED JUNE 30, 1994, 1993 and 1992
- - --------------------------------------------------------------------------
MACHINERY
AND
Millions of Dollars EQUIPMENT
BUILDINGS ETC. TOTAL
- - ---------------------------------------------------------------------------
BALANCE, JUNE 30, 1993 $657 $4,735 $5,392
Additions charged to costs
and expenses 92 901 993
Retirements (23) (538) (561)
Foreign currency translation
adjustments 11 53 64
Other changes - (debit) credit 4 (20) (16)(a)
----- -------- --------
BALANCE, JUNE 30, 1994 $741 $5,131 $5,872
===== ======== ========
BALANCE, JUNE 30, 1992 $660 $4,828 $5,488
Additions charged to costs
and expenses 82 899 981
Retirements (66) (857) (923)
Foreign currency translation
adjustments (22) (126) (148)
Other changes - (debit) credit 3 (9) (6)(a)
----- -------- --------
BALANCE, JUNE 30, 1993 $657 $4,735 $5,392
===== ======== ========
BALANCE, JUNE 30, 1991 $561 $4,200 $4,761
Additions charged to costs
and expenses 70 822 892
Retirements (10) (363) (373)
Foreign currency translation
adjustments 28 155 183
Other changes - (debit) credit 11 14 25(a)
----- -------- --------
BALANCE, JUNE 30, 1992 $660 $4,828 $5,488
===== ======== ========
<FN>
(a) Primarily acquisitions and reclassifications
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THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
===============================
SCHEDULE IX - SHORT-TERM BORROWINGS
JUNE 30, 1994, 1993 AND 1992
Millions of Dollars
Weighted Maximum
Average Amount Average Weighted
Interest Outstanding Amount Average
Balance at Rate at End at Any Outstanding Interest Rate
Category of Borrowing End of Period of Period Month End During Year During Year*
- - ---------------------------- ------------- ----------- ------------ ----------- -------------
Year Ended June 30, 1994
- - ----------------------------
U.S. commercial paper $ 350 3.9% $ 916 $ 694 3.4%
Bank loans, principally of
international subsidiaries 531 8.0% 723 619 8.3%
Year Ended June 30, 1993
- - ----------------------------
U.S. commercial paper 477 3.2% 1,227 864 3.3%
Bank loans, principally of
international subsidiaries 685 9.2% 1,117 879 10.0%
Year Ended June 30, 1992
- - ----------------------------
U.S. commercial paper 354 5.3% 1,721 913 5.4%
Bank loans, principally of
international subsidiaries 1,126 10.7% 1,702 1,286 10.8%
<FN>
*Actual interest expense on short-term debt divided by average short-term debt outstanding
during year.
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THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
===============================
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED JUNE 30, 1994, 1993 and 1992
- - ---------------------------------------------------------------------------
COLUMN A COLUMN B
ITEM CHARGED TO COSTS AND EXPENSES
Millions of Dollars
- - ---------------------------------------------------------------------------
1994 1993 1992
---- ---- ----
MAINTENANCE AND REPAIRS $ 532 $ 628 $ 671
TAXES, OTHER THAN INCOME TAXES 637 660 603
ADVERTISING COSTS 2,996 2,973 2,693
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EXHIBIT INDEX
--------------
Exhibit (3-1) -- Amended Articles of Incorporation (Incorporated by
reference to Exhibit (3-1) of the Company's Annual
Report on Form 10-K for the year ended June 30, 1993).
(3-2) -- Regulations (Incorporated by reference to Exhibit (3-2)
of the Company's Annual Report on Form 10-K for the
year ended June 30, 1993).
Exhibit (4) -- Registrant agrees to file a copy of documents defining
the rights of holders of long-term debt upon request of
the Commission.
Exhibit (10-1) -- The Procter & Gamble 1992 Stock Plan (as amended
December 14, 1993) which was adopted by the
shareholders at the annual meeting on October 13, 1992.
(10-2) -- The Procter & Gamble 1983 Stock Plan (as amended May
11, 1993) which was adopted by the shareholders at the
annual meeting on October 11, 1983 (Incorporated by
reference to Exhibit (10-2) of the Company's Annual
Report on Form 10-K for the year ended June 30, 1993).
(10-3) -- The Procter & Gamble Executive Group Life Insurance
Policy (each executive officer is covered for an amount
equal to annual salary plus bonus) (Incorporated by
reference to Exhibit (10-3) of the Company's Annual
Report on Form 10-K for the year ended June 30, 1993).
(10-4) -- Additional Remuneration Plan (as amended June 12, 1990)
which was adopted by the Board of Directors on April
12, 1949 (Incorporated by reference to Exhibit (10-4)
of the Company's Annual Report on Form 10-K for the
year ended June 30, 1993).
(10-5) -- The Procter & Gamble Deferred Compensation Plan for
Directors which was adopted by the Board of Directors
on September 9, 1980 (Incorporated by reference to
Exhibit (10-5) of the Company's Annual Report on Form
10-K for the year ended June 30, 1993).
(10-6) -- The Procter & Gamble Retirement Plan for Directors
which was adopted by the Board of Directors on December
12, 1989 (Incorporated by reference to Exhibit (10-6)
of the Company's Annual Report on Form 10-K for the
year ended June 30, 1993).
-19-
Exhibit (10-7) -- The Procter & Gamble Board of Directors Charitable
Gifts Program which was adopted by the Board of
Directors on November 12, 1991 (Incorporated by
Reference to Exhibit (10-7) of the Company's Annual
Report on Form 10-K for the year ended June 30, 1993).
(10-8) -- The Procter & Gamble 1993 Non-Employee Directors' Stock
Plan which was on November 9, 1993, approved by the
Board of Directors for submission to the Shareholders
on October 11, 1994 (Incorporated by reference to
Appendix A of the proxy statement filed since the close
of the fiscal year ended June 30, 1994).
(10-9) -- Richardson-Vicks Inc. Special Stock Equivalent
Incentive Plan which was authorized by the Board of
Directors of the Procter & Gamble Company and adopted
by the Board of Directors of Richardson-Vicks Inc. on
December 31, 1985.
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed charges.
Exhibit (13) -- Annual Report to shareholders. (Pages 1-5, 16-36, and
42)
Exhibit (21) -- Subsidiaries of the registrant.
Exhibit (23) -- Consent of Deloitte & Touche LLP.
Exhibit (27) -- Financial Data Schedule.
Exhibit (99-1) -- Directors and Officers Liability Policy (the "Policy
Period" has been extended to 6/30/97).
(99-2) -- Directors and Officers (First) Excess Liability Policy
(the "Policy Period" has been extended to 6/30/95).
(99-3) -- Directors and Officers (Second) Excess Liability Policy
(the "Policy Period" has been extended to 6/30/95).
(99-4) -- Fiduciary Responsibility Insurance Policy (the "Policy
Period" has been extended to 6/30/95).
-20-