Back to GetFilings.com
THE PROCTER & GAMBLE COMPANY
AND SUBSIDIARIES
====================
ANNUAL REPORT ON FORM 10-K
TO THE
SECURITIES AND EXCHANGE COMMISSION
FOR THE
YEAR ENDED JUNE 30, 1995
******************************************
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, 1995 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 686,947,278 shares of Common Stock outstanding as of August 11,
1995. The aggregate market value of the voting stock held by non-
affiliates amounted to $51 billion on August 11, 1995.
Documents Incorporated By Reference
-----------------------------------
Portions of the Annual Report to Shareholders for the fiscal year ended
June 30, 1995 are incorporated by reference into Part I and Part II of this
report.
Portions of the Proxy Statement for the 1995 Annual Meeting of Shareholders
are incorporated by reference into Part III of this report.
-1-
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 1-5 of the
Annual Report to Shareholders for the fiscal year ended June 30, 1995.
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, which appears on pages 35 and 36
of the Annual Report to Shareholders for the fiscal year ended June 30,
1995.
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 21% and 13% of
consolidated 1995 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.
-2-
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 1995 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 1996.
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 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 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, 1995 are incorporated by reference
to Note 9 Retirement Plans, which appears on pages 32-34 of the Annual Report
to Shareholders for the fiscal year ended June 30, 1995.
Additional information required by this item is incorporated herein by
reference to the Letter to Shareholders, which appears on pages 1-5, Note 12
Segment Information, which appears on pages 35 and 36, the Financial
Highlights, which appear on page 37, and Management's Discussion and
Analysis, which appears on pages 18-22 of the Annual Report to Shareholders
for the fiscal year ended June 30, 1995.
-3-
Financial Information About Foreign and Domestic Operations
-----------------------------------------------------------
The information required by this item is incorporated herein by
reference to Note 12 Segment Information, which appears on pages 35 and 36 of
the Annual Report to Shareholders for the fiscal year ended June 30, 1995.
Item 2. Properties.
-----------
In the United States, the Company owns and operates manufacturing
facilities at 39 locations in 20 states. In addition, it owns and operates
90 manufacturing facilities in 42 other countries. Laundry and Cleaning
products are produced at 37 of these locations, Paper products at 35, Health
Care products at 30, Beauty Care products at 47, and Food and Beverage
products at 16. 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, 1995 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 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 subsidiary and EPA have
tentatively agreed that this matter (together with a relatively minor
Superfund Amendments and Reauthorization Act ("SARA") reporting deficiency)
would be resolved upon the payment of a civil penalty of less than $500,000.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
Not applicable.
-4-
Executive Officers of the Registrant
--------------------------------------------
The names, ages and positions held by the executive officers of the
Company on August 11, 1995 are:
Elected to
Present
Name Position Age Position
---------------- ------------------------- ---- ------------
John E. Pepper Chairman of the Board and 57 1995
Chief Executive.
Director since June 12, 1984.
Durk I. Jager President and Chief Operating 52 1995
Officer.
Director since December 12, 1989.
Wolfgang C. Berndt Executive Vice President. 52 1995
Harald Einsmann Executive Vice President. 61 1995
Director since June 10, 1991.
Alan G. Lafley Executive Vice President. 48 1995
Jorge P. Montoya Executive Vice President. 49 1995
Benjamin L. Bethell Senior Vice President. 55 1991
Robert T. Blanchard Group Vice President. 50 1991
Gordon F. Brunner Senior Vice President. 56 1987
Director since March 1, 1991.
Bruce L. Byrnes Group Vice President. 47 1991
R. Kerry Clark Group Vice President. 43 1995
Larry G. Dare Group Vice President. 55 1990
Stephen P. Donovan, Jr. Group Vice President. 54 1986
Todd A. Garrett Group Vice President. 53 1995
Jacobus Groot Group Vice President. 44 1995
James J. Johnson Senior Vice President 48 1992
and General Counsel.
-5-
Elected to
Present
Name Position Age Position
---------------- ------------------------- ---- ------------
Jeffrey D. Jones Group Vice President. 42 1992
Fuad O. Kuraytim Group Vice President. 54 1995
Gary T. Martin Senior Vice President. 50 1991
Claude L. Meyer Group Vice President. 52 1995
Lawrence D. Milligan Senior Vice President. 59 1990
Thomas A. Moore Group Vice President. 44 1992
Erik G. Nelson Senior Vice President. 55 1993
John O'Keeffe Group Vice President. 45 1995
Herbert Schmitz Group Vice President. 58 1995
Robert L. Wehling Senior Vice President. 56 1994
Edwin H. Eaton, Jr. Vice President and 57 1987
Comptroller.
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 40 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1995.
Item 6. Selected Financial Data
-----------------------
The information required by this item is incorporated by reference to the
Financial Highlights, which appear on page 37 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1995.
-6-
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
Management's Discussion and Analysis, which appears on pages 18-22, Note 11
Commitments and Contingencies and Note 12 Segment Information, which appear on
pages 35 and 36, and the Letter to Shareholders, which appears on pages 1-5, of
the Annual Report to Shareholders for the fiscal year ended June 30, 1995.
Item 8. Financial Statements and Supplemental Data
------------------------------------------
The financial statements and supplemental data are incorporated by
reference to pages 23-37 of the Annual Report to Shareholders for the
fiscal year ended June 30, 1995.
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 18 of the proxy statement filed since the close of the fiscal
year ended June 30, 1995, 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 7-13 of the proxy statement filed since the close of the fiscal year
ended June 30, 1995, 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, 1995, 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, 1995, pursuant to Regulation 14A which involved the election of
directors.
-7-
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, 1995, 1994 and 1993
- Consolidated balance sheet -- as of June 30, 1995 and 1994
- Consolidated statement of retained earnings -- for years
ended June 30, 1995, 1994 and 1993
- Consolidated statement of cash flows -- for years ended June
30, 1995, 1994 and 1993
- 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).
-8-
(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, subject to the ratification by
the shareholders at the annual meeting on
October 10, 1995 (Incorporated by
reference to Appendix A of the proxy
statement filed since the close of the
fiscal year ended June 30, 1995).
-9-
Exhibit (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).
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,
18-37, and 40)
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
6/30/98).
(99-2) -- Directors and Officers (First) Excess
Liability Policy (the "Policy Period" has been
extended to 6/30/96).
(99-3) -- Directors and Officers (Second) Excess
Liability Policy (the "Policy Period" has been
extended to 6/30/96).
(99-4) -- Directors and Officers (Third) Excess
Liability Policy (the "Policy Period" has been
extended to 6/30/96).
(99-5) -- Directors and Officers (Fourth) Excess
Liability Policy (the "Policy Period" has been
extended to 6/30/96).
(99-6) -- Fiduciary Responsibility Insurance Policy
(the "Policy Period" has been extended to
6/30/96).
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.
-10-
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/JOHN E. PEPPER
------------------------------------
John E. Pepper
Chairman of the Board and Chief
Executive
September 12, 1995
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/JOHN E. PEPPER Chairman of the Board and |
----------------- Chief Executive and Director |
(John E. Pepper) (Principal Executive Officer) |
|
/s/ERIK G. NELSON Senior Vice President |
----------------- (Principal Financial Officer) |
(Erik G. Nelson) |
|
/s/EDWIN H. EATON, JR. Vice President and Comptroller |
----------------- (Principal Accounting Officer) |
(Edwin H. Eaton, Jr.) September 12, 1995
|
|
----------------- Director |
(David M. Abshire) |
|
/s/EDWIN L. ARTZT |
----------------- Director |
(Edwin L. Artzt) |
|
/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) |
|
/s/RICHARD J. FERRIS |
------------------ Director |
(Richard J. Ferris) |
|
/s/JOSEPH T. GORMAN |
------------------ Director September 12, 1995
(Joseph T. Gorman) |
|
/s/DURK I. JAGER |
------------------ Director |
(Durk I. Jager) |
|
/s/JERRY R. JUNKINS |
------------------ Director |
(Jerry R. Junkins) |
|
/s/CHARLES R. LEE |
------------------ Director |
(Charles R. Lee) |
|
/s/LYNN M. MARTIN |
----------------- Director |
(Lynn M. Martin) ____|
-12-
Signature Title Date
--------- ----- -----
_____
/s/JOHN F. SMITH, JR. |
--------------------- Director |
(John F. Smith, Jr.) |
|
/s/RALPH SNYDERMAN |
--------------------- Director |
(Ralph Snyderman) September 12, 1995
|
/s/ROBERT D. STOREY |
--------------------- Director |
(Robert D. Storey) |
|
/s/MARINA v.N. WHITMAN |
--------------------- Director |
(Marina v.N. Whitman) ____|
-13-
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).
-14-
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, subject to the ratification by the
shareholders at the annual meeting on October 10,
1995 (Incorporated by reference to Appendix A of
the proxy statement filed 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).
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, 18-37
and 40)
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 6/30/98).
(99-2) -- Directors and Officers (First) Excess Liability
Policy (the "Policy Period" has been extended to
6/30/96).
(99-3) -- Directors and Officers (Second) Excess Liability
Policy (the "Policy Period" has been extended to
6/30/96).
(99-4) -- Directors and Officers (Third) Excess Liability
Policy (the "Policy Period" has been extended to
6/30/96).
(99-5) -- Directors and Officers (Fourth) Excess Liability
Policy (the "Policy Period" has been extended to
6/30/96).
(99-6) -- Fiduciary Responsibility Insurance Policy (the
"Policy Period" has been extended to 6/30/96).
-15-