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THE PROCTER & GAMBLE COMPANY
AND SUBSIDIARIES
====================
ANNUAL REPORT ON FORM 10-K
TO THE
SECURITIES AND EXCHANGE COMMISSION
FOR THE
YEAR ENDED JUNE 30, 1997
******************************************
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, 1997 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 1,350,318,252 shares of Common Stock outstanding as of August 8, 1997
(restated for two-for-one stock split effective August 22, 1997). The aggregate
market value of the voting stock held by non-affiliates amounted to $104 billion
on August 8, 1997.
Documents Incorporated By Reference
-----------------------------------
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
1997 are incorporated by reference into Part I and Part II of this report.
Portions of the Proxy Statement for the 1997 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 2-3, Management
Q&A on pages 4-5, Procter and Gamble at a Glance on pages 6-7, and We Make Every
Day Better, which appears on pages 8-17 of the Annual Report to Shareholders for
the fiscal year ended June 30, 1997.
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 of the Notes to the Consolidated
Financial Statements, which appears on pages 43 and 44, and Financial Review,
which appears on pages 22-29 of the Annual Report to Shareholders for the fiscal
year ended June 30, 1997.
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 12% of consolidated fiscal 1997 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 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 1997 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 1998.
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 106,000 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, 1997 are
incorporated by reference to Note 7 Postretirement Benefits and Note 8 Employee
Stock Ownership Plan, which appear on pages 41-42 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1997.
Additional information required by this item is incorporated herein by
reference to Note 11 Segment Information, which appears on pages 43 and 44, Note
1 Summary of Significant Accounting Policies - Major Customer on page 37,
Financial Highlights, which appears on page 45, and Financial Review, which
appears on pages 22-29 of the Annual Report to Shareholders for the fiscal year
ended June 30, 1997.
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 43 and 44, and
Financial Review, which appears on pages 22-29 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1997.
Item 2. Properties.
-----------
In the United States, the Company owns and operates manufacturing
facilities at 35 locations in 20 states. In addition, it owns and operates 85
manufacturing facilities in 43 other countries. Laundry and Cleaning products
are produced at 43 of these locations; Paper products at 38; Health Care
products at 23; Beauty Care products at 43; and Food and Beverage products at
13. 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, 1997 representing the Company's probable future costs
that can be reasonably estimated was $9 million.
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 8, 1997 are:
Elected to
Present
Name Position Age Position
- ----------------------- -------------------------------- ----- ---------
John E. Pepper Chairman of the Board and 59 1995
Chief Executive.
Director since June 12, 1984.
Durk I. Jager President and Chief 54 1995
Operating Officer.
Director since December 12, 1989.
Wolfgang C. Berndt Executive Vice President. 54 1995
Harald Einsmann Executive Vice President. 63 1995
Director since June 10, 1991.
Alan G. Lafley Executive Vice President. 50 1995
Jorge P. Montoya Executive Vice President. 51 1995
Benjamin L. Bethell Senior Vice President. 57 1991
Robert T. Blanchard Group Vice President. 52 1991
Gordon F. Brunner Senior Vice President. 58 1987
Director since March 1, 1991.
Bruce L. Byrnes Group Vice President. 49 1991
R. Kerry Clark Group Vice President. 45 1995
Larry G. Dare Group Vice President. 57 1990
Stephen P. Donovan, Jr. Group Vice President. 56 1986
Todd A. Garrett Senior Vice President. 55 1996
Jacobus Groot Group Vice President. 46 1995
James J. Johnson Senior Vice President and 50 1992
General Counsel.
Jeffrey D. Jones Group Vice President. 44 1992
Mark D. Ketchum Group Vice President. 47 1996
Fuad O. Kuraytim Group Vice President. 56 1995
Gary T. Martin Senior Vice President. 52 1991
Claude L. Meyer Group Vice President. 54 1995
Lawrence D. Milligan Senior Vice President. 61 1990
Erik G. Nelson Senior Vice President. 57 1993
Martin J. Nuechtern Group Vice President. 43 1997
John O'Keeffe Group Vice President. 47 1995
Charlotte R. Otto Senior Vice President. 43 1996
Dimitri Panayotopoulos Group Vice President. 45 1997
Herbert Schmitz Group Vice President. 60 1995
Robert L. Wehling Senior Vice President. 58 1994
Edwin H. Eaton, Jr. Vice President and Comptroller. 58 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
Shareholder Information, which appears on page 48 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1997.
Item 6. Selected Financial Data
-----------------------
The information required by this item is incorporated by reference to
Financial Highlights, which appears on page 45 of the Annual Report to
Shareholders for the fiscal year ended June 30, 1997.
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 22-29, Note 10 Commitments and
Contingencies, which appears on page 43, and Note 11 Segment Information, which
appears on pages 43 and 44 of the Annual Report to Shareholders for the fiscal
year ended June 30, 1997.
The Company has made certain forward-looking statements in the Annual
Report to Shareholders for the fiscal year ended June 30, 1997, and will make
such statements in other contexts, relating to volume growth, increases in
market shares, total shareholder return 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, interest
rates, pricing, currency movements, product introductions, governmental action,
and the development of certain markets. Some examples of key factors necessary
to achieve the Company's goals are: 1) the ability to improve results in the
face of strong competition, 2) the ability to reduce costs, in part via the
ongoing simplification and standardization porgram, funded within existing
budget targets, 3) the successful completion of the implementation of ECR and
the ability to maintain key customer relationships in the important developed
markets, 4) the continuation of substantial growth in significant developing
markets such as China, Mexico, the Southern Cone of Latin America and the
countries of Central and Eastern Europe, 5) obtaining successful outcomes in
regulatory and tax matters, 6) the ability to continue technological innovation,
7) the avoidance of adverse foreign currency movements. If the Company's
assumptions and estimates are incorrect or do not come to fruition, or if the
Company does not achieve all these key factors, then the Company's actual
performance could vary materially from the forward-looking statements made
herein.
Item 8. Financial Statements and Supplemental Data
------------------------------------------
The financial statements and supplemental data are incorporated by
reference to pages 31-45 of the Annual Report to Shareholders for the fiscal
year ended June 30, 1997.
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 2-8 and 21 of the proxy statement filed since the close of the fiscal year
ended June 30, 1997, pursuant to Regulation 14A which involved the election of
directors. Pursuant to Item 401(b) of Regulation -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, 1997, 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, 1997, 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, 1997, 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, 1997, 1996 and 1995
- Consolidated balance sheets -- as of June 30, 1997
and 1996
- Consolidated statements of shareholders' equity --
for years ended June 30, 1997, 1996 and 1995
- Consolidated statements of cash flows -- for years
ended June 30, 1997, 1996 and 1995
- 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 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).
(10-7) -- 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, and
which was further amended by the
Board of Directors on June 11, 1996
to be effective on January 1, 1997.
(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 (Incorporated
by reference to Exhibit (10-9) of
the Company's Annual Report on Form
10-K for the year ended June 30,
1994).
(10-9) -- The Procter & Gamble Executive
Group Life Insurance Policy
(Additional Policy) (Incorporated by
reference to Exhibit 10-10 of the
Company's Annual Report on Form 10-K
for the year ended June 30, 1996).
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to
fixed charges.
Exhibit (13) -- Annual Report to Shareholders.
(Pages 2-17, 22-45, 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, 1995)
(the "Policy Period" has been
extended to 6/30/00).
(99-2) -- Directors and Officers (First)
Excess Liability Policy (the "Policy
Period" has been extended to
6/30/98).
(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
6/30/98).
(99-4) -- Directors and Officers (Third)
Excess Liability Policy (the "Policy
Period" has been extended to
6/30/98).
(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
6/30/98).
(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 6/30/98).
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 9 entitled "Sales of Equity
Securities Pursuant to Regulations," dated May 15, 1997, May
29, 1997, June 16, 1997, June 27, 1997, July 11, 1997, July
22, 1997, August 27, 1997 and September 2, 1997 and an Amended
Form 8-K on December 3, 1996.
Also the Company filed a Current Report on Form 8-K pursuant
to Item 5 entitled "Other Events" and Item 7 "Financial
Statements and Exhibits" dated July 8, 1997 containing a press
release by the Company declaring a two-for-one stock split and
dividend increase.
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 /s/JOHN E. PEPPER
---------------------------------------
John E. Pepper
Chairman of the Board and Chief Executive
September 9, 1997
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 9, 1997
|
/s/EDWIN L. ARTZT |
- ------------------------- Director |
(Edwin L. Artzt) |
|
/s/NORMAN R. AUGUSTINE |
- ------------------------- Director |
(Norman R. Augustine) |
|
/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 9, 1997
(Joseph T. Gorman) |
|
/s/DURK I. JAGER |
- ------------------------- Director |
(Durk I. Jager) |
|
/s/CHARLES R. LEE |
- ------------------------- Director |
(Charles R. Lee) |
|
/s/LYNN M. MARTIN |
- ------------------------- Director |
(Lynn M. Martin) |
|
/s/JOHN C. SAWHILL |
- ------------------------- Director |
(John C. Sawhill) |
|
/s/JOHN F. SMITH, JR. |
- ------------------------- Director |
(John F. Smith, Jr.) |
|
/s/RALPH SNYDERMAN |
- ------------------------- Director |
(Ralph Snyderman) |
|
/s/ROBERT D. STOREY |
- ------------------------- Director September 9, 1997
(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 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).
(10-7) -- 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, and which was further
amended by the Board of Directors on June 11, 1996 to be
effective on January 1, 1997.
(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 (Incorporated by
Reference to Exhibit (10-9) of the Company's Annual Report on
Form 10-K for the year ended June 30, 1994).
(10-9) -- The Procter & Gamble Executive Group Life Insurance Policy
(Additional Policy) (Incorporated by reference to Exhibit
10-10 of the Company's Annual Report on Form 10-K for the year
ended June 30, 1996).
Exhibit (11) -- Computation of earnings per share.
Exhibit (12) -- Computation of ratio of earnings to fixed charges.
Exhibit (13) -- Annual Report to Shareholders. (Pages 2-17, 22-45, 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, 1995) (the "Policy
Period" has been extended to 6/30/00).
(99-2) -- Directors and Officers (First) Excess Liability Policy (the
"Policy Period" has been extended to 6/30/98).
(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 6/30/98).
(99-4) -- Directors and Officers (Third) Excess Liability Policy (the
"Policy Period" has been extended to 6/30/98).
(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 6/30/98).
(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 6/30/98).