THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
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ANNUAL REPORT ON FORM 10-K
TO THE
SECURITIES AND EXCHANGE COMMISSION
FOR THE
YEAR ENDED JUNE 30, 1999
******************************************
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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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, 1999 Commission File No. 1-434
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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
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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, 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 .
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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 1,315,149,346 shares of Common Stock outstanding as of July 30, 1999.
The aggregate market value of the voting stock held by non-affiliates amounted
to $119 billion on July 30, 1999.
Documents Incorporated By Reference
-----------------------------------
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
1999 are incorporated by reference into Part I, Part II and Part IV of this
report.
Portions of the Proxy Statement for the 1999 Annual Meeting of Shareholders are
incorporated by reference into Part III of this report.
PART I
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Item 1. Business.
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General Development of Business
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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 two Letters to Shareholders, which appear on the inside cover,
pages 1-8, and 10-11 of the Annual Report to Shareholders for the fiscal year
ended June 30, 1999.
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 12 Segment Information of the Notes to the Consolidated
Financial Statements, which appears on page 41, and Financial Review, which
appears on pages 14-23 of the Annual Report to Shareholders for the fiscal year
ended June 30, 1999.
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
14% of consolidated fiscal 1999 sales, respectively. These categories grew
slightly as percentages of consolidated sales versus 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 trademarks of all major products in each segment
are registered. 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 1999 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 2000.
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 110,000 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 not 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, 1999 are
incorporated by reference to Note 8 Employee Stock Ownership Plan and Note 9
Postretirement Benefits, which appear on pages 38-40 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1999.
Additional information required by this item is incorporated herein by
reference to Note 12 Segment Information, which appears on page 41, Financial
Highlights, which appears on page 42, and Financial Review, which appears on
pages 14-23 of the Annual Report to Shareholders for the fiscal year ended June
30, 1999.
Financial Information About Foreign and Domestic Operations
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The information required by this item is incorporated herein by reference
to Note 12 Segment Information, which appears on page 41, and Financial Review,
which appears on pages 14-23 of the Annual Report to Shareholders for the fiscal
year ended June 30, 1999.
Item 2. Properties.
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In the United States, the Company owns and operates manufacturing
facilities at 37 locations in 21 states. In addition, it owns and operates 93
manufacturing facilities in 44 other countries. Laundry and Cleaning products
are produced at 45 of these locations; Paper products at 49; Health Care
products at 21; Beauty Care products at 38; and Food and Beverage products at
15. 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.
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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 of the accrued at the end of June 30, 1999 representing the Company's
probable future costs that can be reasonably estimated was $7 million.
Item 4. Submission of Matters to a Vote of Security Holders.
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Not applicable.
Executive Officers of the Registrant
------------------------------------
The names, ages and positions held by the executive officers of the
Company on July 31, 1999 are:
Elected to
Officer
Name Position Age Position
- ---------------------- -------------------------------------------- --- ----------
John E. Pepper* Chairman of the Board. 60 1978
Director since June 12, 1984.
Durk I. Jager* President and Chief Executive. 56 1987
Director since December 12, 1989.
Richard L. Antoine Global Human Resources & Product Supply 53 1998
Officer
Wolfgang C. Berndt President - Global Fabric & Home Care 56 1984
and Europe
Gordon F. Brunner Chief Technology Officer 60 1985
Director since March 1, 1991.
Bruce L. Byrnes President - Global Health Care and Corporate 51 1991
New Ventures
R. Kerry Clark President - Global Feminine Protection 47 1995
and Asia
Clayton C. Daley, Jr. Chief Financial Officer 47 1998
Stephen N. David Global Customer Business Development 50 1998
Officer
James J. Johnson Chief Legal Officer 52 1991
Mark D. Ketchum President - Global Baby Care 49 1996
Alan G. Lafley President - Global Beauty Care and North 52 1992
America
Gary T. Martin President - Global Tissues & Towel 54 1990
Jorge P. Montoya President - Global Food & Beverage and Latin 53 1991
America
David R. Walker Vice President and Comptroller 44 1997
All of the above named Executive Officers, except James J. Johnson and David R.
Walker, are members of the Global Leadership Council of The Procter & Gamble
Company. All of the Executive Officers named above have been employed by the
Company for more than five years.
*Effective September 1, 1999, John E. Pepper retired as an employee and as
Chairman of the Board of Directors of the Company. Effective September 1, 1999,
Durk I. Jager, President and Chief Executive, succeeded Mr. Pepper as Chairman
of the Board.
PART II
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Item 5. Market for the Common Stock and Related Stockholder Matters
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The information required by this item is incorporated by reference to
Shareholder Information, which appears on page 48 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1999.
Item 6. Selected Financial Data
-----------------------
The information required by this item is incorporated by reference to
Financial Highlights, which appears on page 42 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1999.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
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The information required by this item is incorporated by reference to
Financial Review, which appears on pages 14-23, Note 2 Organization 2005, which
appears on pages 34-35, Note 11 Commitments and Contingencies, which appears on
page 40, and Note 12 Segment Information, which appears on page 41 of the Annual
Report to Shareholders for the fiscal year ended June 30, 1999.
Organization 2005
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As more fully described in Note 2 to the consolidated financial statements,
under the heading Organization 2005, the Company has begun a major
reorganization of its operations, moving from a geographical structure to
product-based Global Business Units (GBUs) that will streamline management
decision-making, strategic planning and manufacturing. Consistent with this
change, segment reporting will be restated starting with the first quarter of
fiscal 2000 to reflect the following product-based segments: Fabric and Home
Care, Paper, Beauty Care, Food and Beverage and Health Care. The GBU structure
will be complemented by eight Market Development Organizations (MDOs) intended
to maximize the business potential for the entire product portfolio in each
local market. The new organization structure became effective July 1, 1999,
although certain strategic planning activities were effective January 1, 1999.
Organization 2005 will also streamline and standardize the Company's global
essential business services, such as accounting, employee benefits management,
order management and information technology services, to a common Global
Business Services organization. Additional information pursuant to the Company's
Organization 2005 reorganization is incorporated by reference to Note 2
Organization 2005, which appears on pages 34-35 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1999.
Year 2000 Update
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As outlined in the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, the Company has developed plans to address the possible
exposures related to the impact on its computer systems of the Year 2000. These
plans have not changed materially in terms of scope or estimated costs to
complete.
Testing and certification of critical systems, which includes review of
documented remediation work and test results by technical experts, key users and
a central project team, is expected to be successfully completed by September
30, 1999. Critical systems compliance has progressed as follows:
Critical Systems Description
Year 2000 % of Applications Complete
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Actual Actual June Planned
June 1998 1999 Sept. 1999
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Critical manufacturing,
operating and
control systems 44.0% 99.0% 100.0%
All other critical systems 56.0% 99.6% 100.0%
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The Company's risk management program includes emergency backup and recovery
procedures to be followed in the event of the failure of a business-critical
system. These procedures have been expanded to include the Year 2000 Business
Continuity Plan (BCP). The objectives of the BCP are to ensure business-critical
processes are protected from disruption and will continue to function during and
after the year 2000, and to ensure the Company's ability to produce an
acceptable level of products and services is safeguarded in the event of
failures of external systems and services. The BCP will be complete by October
31, 1999 and will include, for example, identification of alternate suppliers or
customers, possible increases in safety inventory levels and other backup
procedures.
Incremental costs, which include contractor costs to modify existing systems and
costs of internal resources dedicated to achieving Year 2000 compliance, are
charged to expense as incurred. Total Year 2000 costs, including BCP costs, are
expected to total approximately $90 million, of which 86% has been spent to
date. Additional information pursuant to the Company's preparation for Year 2000
is incorporated by reference to Financial Review, Year 2000, which appears on
pages 22-23 of the Annual Report to Shareholders for the fiscal year ended June
30, 1999.
The Company has made certain forward-looking statements in the Annual
Report to Shareholders for the fiscal year ended June 30, 1999, and has done or
will do so in other contexts, relating to volume growth, increases in market
shares, Year 2000 compliance, financial goals and cost reduction, among others.
These forward-looking statements represent challenging goals for the
Company and are based on certain assumptions and estimates regarding the
worldwide economy, technological innovation, competitive activity, pricing,
currency movements, product introductions, governmental action and the
development of certain markets. Among the key factors necessary to achieve the
Company's goals are: (1) the achievement of lower costs and increases in
reliability and capacity utilization, resulting from simplification and
standardization and Organization 2005; (2) the ability to improve revenue and
profitability despite high levels of competitive activity around the world, and
economic volatility in emerging markets; (3) the ability to maintain key
customer relationships in important developed markets; (4) the continuation of
substantial growth in significant developing markets such as China, Mexico,
Brazil and the countries of Central and Eastern Europe; (5) the ability to
successfully manage regulatory, tax and legal matters, (6) the ability to
continue technological innovation; (7) the timely resolution of the Year 2000
issue by the Company and its customers and suppliers; and (8) the ability to
react to the introduction of the euro currency in Europe, including the ability
to successfully compete in Europe. If the Company's assumptions and estimates
are incorrect or do not come to fruition, or if the Company does not achieve all
of these key factors, then the Company's actual performance could vary
materially from the forward-looking statements made herein.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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The information required by this item is incorporated by reference to
Financial Review, which appears on pages 14-23, and Note 6 Risk Management
Activities, which appears on pages 36-37 of the Annual Report to Shareholders
for the fiscal year ended June 30, 1999.
Item 8. Financial Statements and Supplemental Data
------------------------------------------
The financial statements and supplemental data are incorporated by
reference to pages 27-42 of the Annual Report to Shareholders for the fiscal
year ended June 30, 1999.
Item 9. Disagreements on Accounting and Financial Disclosure
----------------------------------------------------
Not applicable.
PART III
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Item 10. Directors and Executive Officers
--------------------------------
The information required by this item is incorporated by reference to pages
2-8 and 22 of the proxy statement filed since the close of the fiscal year ended
June 30, 1999, 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
8-18 of the proxy statement filed since the close of the fiscal year ended June
30, 1999, pursuant to Regulation 14A which involved the election of directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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The information required by this item is incorporated by reference to pages
19-21 of the proxy statement filed since the close of the fiscal year ended June
30, 1999, 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
22 of the proxy statement filed since the close of the fiscal year ended June
30, 1999, pursuant to Regulation 14A which involved the election of directors.
PART IV
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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, 1999, 1998 and 1997
- Consolidated balance sheets -- as of June 30, 1999 and 1998
- Consolidated statements of shareholders' equity -- for
years ended June 30, 1999, 1998 and 1997
- Consolidated statements of cash flows -- for years ended
June 30, 1999, 1998 and 1997
- 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, 1998).
(3-2) -- Regulations (Incorporated by reference to
Exhibit (3-2) of the Company's Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1998).
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 January 12, 1999) 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, 1998).
(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, 1998).
(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, 1998).
(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, 1998).
(10-6) -- 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
(10-6) of the Company's Annual Report on
Form 10-K for the year ended June 30, 1998).
(10-7) -- The Procter & Gamble 1993 Non-Employee
Directors' Stock Plan (as amended
January 12, 1999), 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, and
which was further amended by the Board of
Directors on June 11, 1996 to be effective
on January 1, 1997, and which was also
amended on August 22, 1997 for the 2-for-1
stock split.
(10-8) -- 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.
(10-9) -- The Procter & Gamble Executive Group Life
Insurance Policy (Additional Policy)
(Incorporated by reference to Exhibit (10-9)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998).
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed
charges.
Exhibit (13) -- Annual Report to Shareholders (inside front
cover, pages 1-8, 10-11, 14-23, 27-42, and
48).
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, 1998) (the
"Policy Period" has been extended to
6/30/02).
(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, 1998) (the "Policy Period" has been
extended to 6/30/00).
(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, 1998) (the "Policy Period" has been
extended to 6/30/00).
(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, 1998) (the "Policy Period" has been
extended to 6/30/00).
(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, 1998) (the "Policy Period" has been
extended to 6/30/00).
(99-6) -- Fiduciary Responsibility Insurance
(Incorporated by reference to Exhibit (99-6)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998) (the
"Policy Period" has been extended to
6/30/00).
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:
The Company filed Current Reports on Form 8-K containing
information pursuant to Item 5 entitled "Joint Press Release by
The Procter & Gamble Company and the Iams Company regarding the
purchase of Iams by P&G" dated August 11, 1999.
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 DURK I. JAGER
-----------------------------------
Durk I. Jager
Chairman of the Board, President
and Chief Executive
September 14, 1999
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
--------- ----- ----
DURK I. JAGER Chairman of the Board, President |
- ---------------------------- and Chief Executive |
(Durk I. Jager) (Principal Executive Officer) |
|
CLAYTON C. DALEY, JR. Chief Financial Officer |
- ---------------------------- (Principal Financial Officer) |
(Clayton C. Daley, Jr.) |
|
DAVID R. WALKER Vice President and Comptroller |
- ---------------------------- (Principal Accounting Officer) |
(David R. Walker) |
|
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) |
|
|
- ---------------------------- Director |
(Richard B. Cheney) |
|
RICHARD J. FERRIS |
- ---------------------------- Director |
(Richard J. Ferris) |
|
JOSEPH T. GORMAN |
- ---------------------------- Director September 14, 1999|
(Joseph T. Gorman) |
|
CHARLES R. LEE |
- ---------------------------- Director |
(Charles R. Lee) |
|
LYNN M. MARTIN |
- ---------------------------- Director |
(Lynn M. Martin) |
|
JOHN E. PEPPER |
- ---------------------------- Director |
(John E. Pepper) |
|
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) |
|
MARINA v.N. WHITMAN |
- ---------------------------- 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, 1998).
(3-2) -- Regulations (Incorporated by reference to Exhibit (3-2) of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
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 January 12,
1999) 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, 1998).
(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, 1998).
(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, 1998).
(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, 1998).
(10-6) -- 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 (10-6)
of the Company's Annual Report on Form 10-K for the year ended
June 30, 1998).
(10-7) -- The Procter & Gamble 1993 Non-Employee Directors' Stock Plan
(as amended January 12, 1999), 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, and which was further amended by
the Board of Directors on June 11, 1996 to be effective on
January 1, 1997, and which was also amended on August 22, 1997
for the 2-for-1 stock split.
(10-8) -- 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.
(10-9) -- The Procter & Gamble Executive Group Life Insurance Policy
(Additional Policy) (Incorporated by reference to Exhibit
(10-9) of the Company's Annual Report on Form 10-K for the
year ended June 30, 1998).
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed charges.
Exhibit (13) -- Annual Report to Shareholders (inside front cover, pages 1-8,
10-11, 14-23, 27-42, and 48).
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, 1998) (the "Policy
Period" has been extended to 6/30/02).
(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, 1998)
(the "Policy Period" has been extended to 6/30/00).
(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, 1998)
(the "Policy Period" has been extended to 6/30/00).
(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, 1998)
(the "Policy Period" has been extended to 6/30/00).
(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, 1998)
(the "Policy Period" has been extended to 6/30/00).
(99-6) -- Fiduciary Responsibility Insurance (Incorporated by reference
to Exhibit (99-6) of the Company's Annual Report on Form 10-K
for the year ended June 30, 1998) (the "Policy Period" has
been extended to 6/30/00).