THE PROCTER & GAMBLE COMPANY
AND SUBSIDIARIES
====================
ANNUAL REPORT ON FORM 10-K
TO THE
SECURITIES AND EXCHANGE COMMISSION
FOR THE
YEAR ENDED JUNE 30, 1996
******************************************
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
-------------------------------------------------
ANNUAL REPORT ON FORM 10-K PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996 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 684,717,750 shares of Common Stock outstanding as of August 9, 1996.
The aggregate market value of the voting stock held by non-affiliates amounted
to $65 billion on August 9, 1996.
Documents Incorporated By Reference
------------------------------------
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
1996 are incorporated by reference into Part I and Part II of this report.
Portions of the Proxy Statement for the 1996 Annual Meeting of Shareholders are
incorporated by reference into Part III of this report.
PART I
------
Item 1. Business.
---------
General Development of Business
-------------------------------
The Procter & Gamble Company was incorporated in Ohio in 1905, having
been built from a business founded in 1837 by William Procter and James Gamble.
Today, the Company manufactures and markets a broad range of consumer products
in many countries throughout the world.
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 herein by
reference to the Letter to Shareholders, which appears on pages 1-4, and
Building Leadership Brands, which appears on pages 5-15 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1996.
Financial Information About Industry Segments
---------------------------------------------
The Company's products fall into five business segments: Laundry and
Cleaning, Paper, Beauty Care, Food and Beverage, and Health Care.
Additional information required by this item is incorporated herein by
reference to Note 11 Segment Information, which appears on pages 40 and 41, and
Financial Review, which appears on pages 20-27 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1996.
Narrative Description of Business
---------------------------------
The Company's business, represented by the aggregate of its Laundry and
Cleaning, Paper, Beauty Care, Food and Beverage, and Health Care segments, is
essentially homogeneous. For the most part, the factors necessary for an
understanding of these five 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. Most of the Company's products in each of its segments are
distributed through grocery stores and other retail outlets.
The Laundry category and Diaper category constitute approximately 21%
and 13% of consolidated fiscal 1996 sales, respectively. These categories
constituted approximately the same percentages of consolidated sales in the
preceding two fiscal years. 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. 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. Additionally, some raw materials, primarily chemicals, are produced by
the Company for further use in the manufacturing process. The Company purchases
and produces a substantial variety of raw materials, no one of which is material
to the Company's business taken as a whole.
Expenditures in fiscal year 1996 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 1997.
Operations outside the United States 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 economic growth. The effect of these additional
elements is less significant in the Food and Beverage segment than in the
Company's other business segments.
The Company has approximately 103,000 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 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 from the Company. Such a default is not likely to
occur and therefore there is 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, 1996 are
incorporated by reference to Note 7 Postretirement Benefits and Note 8 Employee
Stock Ownership Plan, which appear on pages 38-39 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1996.
Additional information required by this item is incorporated herein by
reference to Note 11 Segment Information, which appears on pages 40 and 41, the
Financial Highlights, which appear on page 42, and Financial Review, which
appears on pages 20-27 of the Annual Report to Shareholders for the fiscal year
ended June 30, 1996.
Financial Information About Foreign and Domestic Operations
-----------------------------------------------------------
The information required by this item is incorporated herein by
reference to Note 11 Segment Information, which appears on pages 40 and 41, and
Financial Review, which appears on pages 20-27 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1996.
Item 2. Properties.
-----------
In the United States, the Company owns and operates manufacturing
facilities at 36 locations in 20 states. In addition, it owns and operates 90
manufacturing facilities in 43 other countries. Laundry and Cleaning products
are produced at 40 of these locations; Paper products at 39; Health Care
products at 30; Beauty Care products at 52; and Food and Beverage products at
12. Management believes 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, 1996 representing the Company's probable future costs
that can be reasonably estimated was $10 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 calendar year 1996.
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 9, 1996 are:
Elected to
Present
Name Position Age Position
- ------------------ ------------------------------- --- ----------
John E. Pepper Chairman of the Board and 58 1995
Chief Executive.
Director since June 12, 1984.
Durk I. Jager President and Chief Operating 53 1995
Officer.
Director since December 12, 1989.
Wolfgang C. Berndt Executive Vice President. 53 1995
Harald Einsmann Executive Vice President. 62 1995
Director since June 10, 1991.
Alan G. Lafley Executive Vice President. 49 1995
Jorge P. Montoya Executive Vice President. 50 1995
Benjamin L. Bethell Senior Vice President. 56 1991
Robert T. Blanchard Group Vice President. 51 1991
Gordon F. Brunner Senior Vice President. 57 1987
Director since March 1, 1991.
Bruce L. Byrnes Group Vice President. 48 1991
R. Kerry Clark Group Vice President. 44 1995
Larry G. Dare Group Vice President. 56 1990
Stephen P. Donovan, Jr. Group Vice President. 55 1986
Todd A. Garrett Group Vice President. 54 1995
Jacobus Groot Group Vice President. 45 1995
James J. Johnson Senior Vice President 49 1992
and General Counsel.
Jeffrey D. Jones Group Vice President. 43 1992
Mark D. Ketchum Group Vice President. 46 1996
Fuad O. Kuraytim Group Vice President. 55 1995
Gary T. Martin Senior Vice President. 51 1991
Claude L. Meyer Group Vice President. 53 1995
Lawrence D. Milligan Senior Vice President. 60 1990
Erik G. Nelson Senior Vice President. 56 1993
John O'Keeffe Group Vice President. 46 1995
Herbert Schmitz Group Vice President. 59 1995
Robert L. Wehling Senior Vice President. 57 1994
Edwin H. Eaton, Jr. Vice President and Comptroller. 57 1987
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 information required by this item is incorporated by reference to
the Shareholder Information, which appears on page 43 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1996.
Item 6. Selected Financial Data
-----------------------
The information required by this item is incorporated by reference to
the Financial Highlights, which appear on page 42 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1996.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
-----------------------------------------------------------------------
The information required by this item is incorporated by reference to
Financial Review, which appears on pages 20-27, Note 10 Commitments and
Contingencies, which appears on page 40, and Note 11 Segment Information, which
appears on pages 40 and 41 of the Annual Report to Shareholders for the fiscal
year ended June 30, 1996.
Item 8. Financial Statements and Supplemental Data
------------------------------------------
The financial statements and supplemental data are incorporated by
reference to pages 28-42 of the Annual Report to Shareholders for the fiscal
year ended June 30, 1996.
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 3-7 and 21 of the proxy statement filed since the close of the fiscal year
ended June 30, 1996, 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.
Item 11. Executive Compensation
----------------------
The information required by this item is incorporated by reference to
pages 9-16 of the proxy statement filed since the close of the fiscal year ended
June 30, 1996, 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 18-20 of the proxy statement filed since the close of the fiscal year
ended June 30, 1996, 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 21 of the proxy statement filed since the close of the fiscal year ended
June 30, 1996, 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 statements of earnings -- for years
ended June 30, 1996, 1995 and 1994
- Consolidated balance sheets -- as of June 30, 1996
and 1995
- Consolidated statements of shareholders' equity --
for years ended June 30, 1996, 1995 and 1994
- Consolidated statements of cash flows -- for years
ended June 30, 1996, 1995 and 1994
- Notes to consolidated financial statements
2. Financial Statement Schedules:
These schedules 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 (Incorporated by reference to
Exhibit (10-1) of the Company's Annual
Report on Form 10-K for the year ended
June 30, 1994).
(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).
(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
adopted by the shareholders at the
annual meeting on October 11, 1994
and which was amended on January 10,
1995, by the Board of Directors, and
ratified by the shareholders at the
annual meeting on October 10, 1995
(Incorporated by reference to Appendix
A of the proxy statement filed
September 1, 1995 since the close of
the fiscal year ended June 30, 1995).
(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 (Incorporated by reference to
Exhibit (10-9) of the Company's Annual
Report on Form 10-K for the year ended
June 30, 1994).
(10-10) -- The Procter & Gamble Executive Group
Life Insurance Policy (Additional
Policy).
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to
fixed charges.
Exhibit (13) -- Annual Report to Shareholders.
(Pages 1-15 and 20-43)
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 (Incorporated by reference
to Exhibit 99-1 of the Company's
Annual Report on Form 10-K for the
year ended June 30, 1995) (the
"Policy Period" has been extended to
6/30/99).
(99-2) -- Directors and Officers (First) Excess
Liability Policy (Incorporated by
reference to Exhibit 99-2 of the
Company's Annual Report on Form 10-K
for the year ended June 30, 1995)
(the "Policy Period" has been
extended to 6/30/97).
(99-3) -- Directors and Officers (Second)
Excess Liability Policy (Incorporated
by reference to Exhibit 99-3 of the
Company's Annual Report on Form 10-K
for the year ended June 30, 1995)
(the "Policy Period" has been
extended to 6/30/97).
(99-4) -- Directors and Officers (Third) Excess
Liability Policy (Incorporated by
reference to Exhibit 99-4 of the
Company's Annual Report on Form 10-K
for the year ended June 30, 1995)
(the "Policy Period" has been extended
to 6/30/97).
(99-5) -- Directors and Officers (Fourth) Excess
Liability Policy (Incorporated by
reference to Exhibit 99-5 of the
Company's Annual Report on Form 10-K
for the year ended June 30, 1995)
(the "Policy Period" has been extended
to 6/30/97).
(99-6) -- Fiduciary Responsibility Insurance
Policy (Incorporated by reference
to Exhibit 99-6 of the Company's
Annual Report on Form 10-K for the
year ended June 30, 1995) (the
"Policy Period" has been extended to
6/30/97).
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
B. Reports on Form 8-K:
None.
SIGNATURES
------------------
Pursuant to the requirements of Section 13 or 15(d) 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 JOHN E. PEPPER
----------------------------------
John E. Pepper
Chairman of the Board and Chief Executive
September 10, 1996
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
--------- ----- ----
JOHN E. PEPPER Chairman of the Board and |
- ----------------------- Chief Executive and Director |
(John E. Pepper) (Principal Executive Officer) |
|
ERIK G. NELSON Senior Vice President |
- ----------------------- (Principal Financial Officer) |
(Erik G. Nelson) |
|
EDWIN H. EATON, JR. Vice President and Comptroller |
- ----------------------- (Principal Accounting Officer) |
(Edwin H. Eaton, Jr.) September 10, 1996
|
EDWIN L. ARTZT |
- ----------------------- Director |
(Edwin L. Artzt) |
|
NORMAN R. AUGUSTINE |
- ----------------------- Director |
(Norman R. Augustine) |
|
DONALD R. BEALL |
- ----------------------- Director |
(Donald R. Beall) |
|
GORDON F. BRUNNER |
- ----------------------- Director |
(Gordon F. Brunner) |
|
RICHARD B. CHENEY |
- ----------------------- Director |
(Richard B. Cheney) |
|
HARALD EINSMANN |
- ----------------------- Director |
(Harald Einsmann) |
|
|
- ----------------------- Director |
(Richard J. Ferris) |
|
|
- ----------------------- Director September 10, 1996
(Joseph T. Gorman) |
|
DURK I. JAGER |
- ----------------------- Director |
(Durk I. Jager) |
|
CHARLES R. LEE |
- ----------------------- Director |
(Charles R. Lee) |
|
LYNN M. MARTIN |
- ----------------------- Director |
(Lynn M. Martin) |
|
JOHN C. SAWHILL |
- ----------------------- Director |
(John C. Sawhill) |
|
JOHN F. SMITH, JR. |
- ----------------------- Director |
(John F. Smith, Jr.) |
|
RALPH SNYDERMAN |
- ----------------------- Director |
(Ralph Snyderman) |
|
ROBERT D. STOREY |
- ----------------------- Director |
(Robert D. Storey) |
|
- ----------------------- Director |
(Marina v.N. Whitman) |
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 (Incorporated by reference to Exhibit (10-1)
of the Company's Annual Report on Form 10-K for
the year ended June 30, 1994).
(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).
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 adopted by the shareholders
at the annual meeting on October 11, 1994 and
which was amended on January 10, 1995, by the
Board of Directors, and ratified by the
shareholders at the annual meeting on October 10,
1995 (Incorporated by reference to Appendix A of
the proxy statement filed September 1, 1995 since
the close of the fiscal year ended June 30, 1995).
(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
(Incorporated by Reference to Exhibit (10-9) of
the Company's Annual Report on Form 10-K for the
year ended June 30, 1994).
(10-10) -- The Procter & Gamble Executive Group Life
Insurance Policy (Additional Policy)
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed charges.
Exhibit (13) -- Annual Report to Shareholders.
(Pages 1-15 and 20-43)
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
(Incorporated by reference to Exhibit 99-1 of the
Company's Annual Report on Form 10-K for the year
ended June 30, 1995) (the "Policy Period" has been
extended to 6/30/99).
(99-2) -- Directors and Officers (First) Excess Liability
Policy (Incorporated by reference to Exhibit 99-2
of the Company's Annual Report on Form 10-K for
the year ended June 30, 1995) (the "Policy
Period" has been extended to 6/30/97).
(99-3) -- Directors and Officers (Second) Excess Liability
Policy (Incorporated by reference to Exhibit 99-3
of the Company's Annual Report on Form 10-K for
the year ended June 30, 1995) (the "Policy
Period" has been extended to 6/30/97).
(99-4) -- Directors and Officers (Third) Excess Liability
Policy (Incorporated by reference to Exhibit 99-4
of the Company's Annual Report on Form 10-K for
the year ended June 30, 1995) (the "Policy
Period" has been extended to 6/30/97).
(99-5) -- Directors and Officers (Fourth) Excess Liability
Policy (Incorporated by reference to Exhibit 99-5
of the Company's Annual Report on Form 10-K for
the year ended June 30, 1995) (the "Policy
Period" has been extended to 6/30/97).
(99-6) -- Fiduciary Responsibility Insurance Policy
(Incorporated by reference to Exhibit 99-6 of the
Company's Annual Report on Form 10-K for the year
ended June 30, 1995) (the "Policy Period" has been
extended to 6/30/97).