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<SEC-DOCUMENT>/in/edgar/work/20000913/0000080424-00-000040/0000080424-00-000040.txt : 20000922
<SEC-HEADER>0000080424-00-000040.hdr.sgml : 20000922
ACCESSION NUMBER: 0000080424-00-000040
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 12
CONFORMED PERIOD OF REPORT: 20000630
FILED AS OF DATE: 20000913
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PROCTER & GAMBLE CO
CENTRAL INDEX KEY: 0000080424
STANDARD INDUSTRIAL CLASSIFICATION: [2840
] IRS NUMBER: 310411980
STATE OF INCORPORATION: OH
FISCAL YEAR END: 0630
</COMPANY-DATA>
FILING VALUES:
FORM TYPE: 10-K
SEC ACT:
SEC FILE NUMBER: 001-00434
FILM NUMBER: 721657
</FILING-VALUES>
BUSINESS ADDRESS:
STREET 1: ONE PROCTER & GAMBLE PLZ
CITY: CINCINNATI
STATE: OH
ZIP: 45202
BUSINESS PHONE: 5139831100
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>
THE PROCTER & GAMBLE COMPANY
AND SUBSIDIARIES
============================
ANNUAL REPORT ON FORM 10-K
TO THE
SECURITIES AND EXCHANGE COMMISSION
FOR THE
YEAR ENDED JUNE 30, 2000
**********************************
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, 2000 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, 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 1,306,135,586 shares of Common Stock outstanding as of July 31, 2000.
The aggregate market value of the voting stock held by non-affiliates amounted
to $74 billion on July 31, 2000.
Documents Incorporated By Reference
-----------------------------------
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
2000 are incorporated by reference into Part I, Part II and Part IV of this
report.
Portions of the Proxy Statement for the 2000 Annual Meeting of Shareholders are
incorporated by reference into Part III of this report.
PART I
Item 1. Business.
---------
General Development of Business
-------------------------------
The Procter & Gamble Company was incorporated in Ohio in 1905, having
been built from a business founded in 1837 by William Procter and James Gamble.
Today, the Company manufactures and markets a broad range of consumer products
in many countries throughout the world.
Unless the context indicates otherwise, the term the "Company" as used
herein refers to The Procter & Gamble Company (the registrant) and its
subsidiaries.
Additional information required by this item is incorporated herein by
reference to the Letter to Shareholders, which appears on pages 1-4 of the
Annual Report to Shareholders for the fiscal year ended June 30, 2000.
Financial Information About Industry Segments
---------------------------------------------
The Company's products fall into five business segments: fabric and
home care, paper, beauty care, health care, and food and beverage.
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 38, and Financial Review, which
appears on pages 13-23 of the Annual Report to Shareholders for the fiscal year
ended June 30, 2000.
Narrative Description of Business
---------------------------------
The Company's business, represented by the aggregate of its fabric and
home care, paper, beauty care, health care, and food and beverage segments, is
essentially homogeneous. Many of 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 food, drug, mass and other retail outlets.
The laundry and diaper categories constitute approximately 20% and 12%
of consolidated fiscal 2000 sales, respectively. These categories declined
slightly as percentages of consolidated sales versus the prior year, but are
comparable to the year before. 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 2000 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 2001.
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 Company has approximately 110,000 employees.
Additional information required by this item is incorporated herein by
reference to Note 8, Employee Stock Ownership Plan, and Note 9, Postretirement
Benefits, which appear on pages 35-37; Note 12, Segment Information, which
appears on page 38; Financial Highlights, which appears on page 39; and
Financial Review, which appears on pages 13-23 of the Annual Report to
Shareholders for the fiscal year ended June 30, 2000.
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 page 38, and
Financial Review, which appears on pages 13-23 of the Annual Report to
Shareholders for the fiscal year ended June 30, 2000. Company sales by geography
for the fiscal year ended June 30, 2000 were as follows: North America - 54%;
Europe, Middle East and Africa - 28%; Asia - 11% and Latin America - 7%. The
North American percentage increased slightly versus prior years primarily due to
the acquisition of Iams.
<TABLE>
<CAPTION>
Assets and net sales in the United States and internationally were as follows
(in millions):
Net Sales (for the year ended June 30) Assets (as of June 30)
-------------------------------------- -------------------------------------
2000 1999 1998 2000 1999 1998
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
United States $20,038 $18,314 $17,848 $17,227 $15,142 $15,159
International 19,913 19,811 19,306 16,967 16,971 15,807
</TABLE>
Item 2. Properties.
----------
In the United States, the Company owns and operates manufacturing
facilities at 41 locations in 23 states. In addition, it owns and operates 93
manufacturing facilities in 45 other countries. Fabric and home care products
are produced at 47 of these locations; paper products at 48; health care
products at 26; beauty care products at 34; 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.
-----------------
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 the end of June 30, 2000 representing the Company's probable
future costs that can be reasonably estimated was $7 million.
The Company is the subject of a lawsuit alleging damages under the U.S.
Securities laws relating to our March 7, 2000 and June 8, 2000 earnings
releases. While the effect of future results of these suits is not currently
subject to reasonable estimation, management presently believes that the
ultimate liability arising from such claims will not materially affect the
Company's financial condition.
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 July 31, 2000 are:
Elected
to
Officer
Name Position Age Position
- --------------------- ---------------------------------- --- --------
John E. Pepper Chairman of the Board. 61 1978
Director since June 12, 1984
Alan G. Lafley President and Chief Executive. 53 1992
Director since June 8, 2000
Richard L. Antoine Global Human Resources & Product 54 1998
Supply Officer
Wolfgang C. Berndt President - Global Fabric & Home 57 1984
Care
Gordon F. Brunner Former Chief Technology Officer 61 1985
(External Technical Ventures).
Director since March 1, 1991
Bruce L. Byrnes President - Global Beauty Care 52 1991
and Global Health Care
R. Kerry Clark President - Global Market 48 1995
Development Organization
G. Gilbert Cloyd Chief Technology Officer 54 2000
Clayton C. Daley, Jr. Chief Financial Officer 48 1998
Stephen N. David Chief Information Officer and 51 1998
Business-to-Business Officer
James J. Johnson Chief Legal Officer 53 1991
Mark D. Ketchum President - Global Baby Care 50 1996
and Feminine Care
Gary T. Martin President - Global Tissues & Towel 55 1990
Jorge P. Montoya President - Global Food & Beverage 54 1991
and Latin America
David R. Walker Vice President and Comptroller 45 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.
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 the inside back cover of the Annual
Report to Shareholders for the fiscal year ended June 30, 2000.
Item 6. Selected Financial Data
-----------------------
The information required by this item is incorporated by reference to
Financial Highlights, which appears on page 39 of the Annual Report to
Shareholders for the fiscal year ended June 30, 2000.
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 13-23; Note 2, Organization 2005, which
appears on pages 30-31; Note 11, Commitments and Contingencies, which appears on
page 37; and Note 12, Segment Information, which appears on page 38 of the
Annual Report to Shareholders for the fiscal year ended June 30, 2000.
The Company has made and will make certain forward-looking statements
in the Annual Report to Shareholders for the fiscal year ended June 30, 2000 and
in other contexts relating to volume growth, increases in market shares,
Organization 2005, financial goals and cost reduction, among others.
These forward-looking statements are based on assumptions and estimates
regarding competitive activity, pricing, product introductions, economic
conditions, technological innovation, currency movements, governmental action
and the development of certain markets. Among the key factors necessary to
achieve the Company's goals are: (1) the successful implementation of
Organization 2005, including the achievement of expected cost and tax savings
and successful management of organizational and work process restructuring; (2)
the ability to achieve business plans, including volume growth and pricing
plans, despite high levels of competitive activity; (3) the ability to maintain
key customer relationships; (4) the achievement of growth in significant
developing markets such as China, Mexico, the Southern Cone of Latin America and
the countries of Central and Eastern Europe; (5) the ability to successfully
manage regulatory, tax and legal matters, including resolution of pending
matters within current estimates; (6) the successful execution of planned minor
brand divestitures; (7) the ability to successfully implement cost improvement
plans in manufacturing and overhead areas; and (8) the ability to successfully
manage currency, interest rate and certain commodity cost exposures. 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
----------------------------------------------------------
The information required by this item is incorporated by reference to
Financial Review, which appears on pages 13-23, and Note 6, Risk Management
Activities, which appears on pages 32-34 of the Annual Report to Shareholders
for the fiscal year ended June 30, 2000.
Item 8. Financial Statements and Supplemental Data
------------------------------------------
The financial statements and supplemental data are incorporated by
reference to pages 24-39 of the Annual Report to Shareholders for the fiscal
year ended June 30, 2000.
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 4-9 and 24 of the proxy statement filed since the close of the fiscal year
ended June 30, 2000, 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.
In addition to the Directors listed in the above-referenced proxy
statement, Mr. Scott D. Cook was elected to the Board of Directors on September
12, 2000. Mr. Cook is a Director and Chairman of the Executive Committee of
Intuit, Inc.; Director of Amazon.com; and Director of eBay, Inc. He is 48.
Item 11. Executive Compensation
----------------------
The information required by this item is incorporated by reference to
pages 10-19 of the proxy statement filed since the close of the fiscal year
ended June 30, 2000, 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 21-23 of the proxy statement filed since the close of the fiscal year
ended June 30, 2000, 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 24 of the proxy statement filed since the close of the fiscal year ended
June 30, 2000, pursuant to Regulation 14A which involved the election of
directors.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
-----------------------------------------------------------------
A. 1. Financial Statements:
The following consolidated financial statements of The Procter &
Gamble Company and subsidiaries and the report of independent
accountants are incorporated by reference in Part II, Item 8.
- Report of independent accountants
- Consolidated statements of earnings -- for years ended June 30,
2000, 1999 and 1998
- Consolidated balance sheets -- as of June 30, 2000 and 1999
- Consolidated statements of shareholders' equity -- for years
ended June 30, 2000, 1999 and 1998
- Consolidated statements of cash flows -- for years ended June 30,
2000, 1999 and 1998
- 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 July 11, 2000) which was adopted by
the shareholders at the annual meeting on
October 13, 1992 and was amended on January
12, 1999 by the Board of Directors.
(10-2) -- The Procter & Gamble 1983 Stock Plan (as
amended June 13, 2000) which was adopted by
the shareholders at the annual meeting on
October 11, 1983 and was amended on May 11,
1993 by the Board of Directors.
(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
July 11, 2000) which was adopted by the Board
of Directors on April 12, 1949 and was amended
on June 12, 1990.
(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 July 11,
2000), 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, and was again amended
on January 12, 1999.
(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 (10-8)
of the Company's Annual Report on Form 10-K
for the year ended June 30, 1999).
(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 (pages 1-4,
13-39 and inside back cover).
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 6/30/03).
(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
6/30/01).
(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
6/30/01).
(99-4) -- Directors and Officers (Third) Excess
Liability Policy.
(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
6/30/01).
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:
During the quarter ended June 30, 2000, the Company filed
Current Reports on Form 8-K containing information pursuant to
Item 5. The first, regarding a group of shareholder lawsuits,
was dated May 15, 2000. The second, regarding personnel
changes and revised earnings estimates, was dated June 8,
2000.
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 A.G. LAFLEY
----------------------------------
(A.G. Lafley)
President and Chief Executive
September 12, 2000
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
- --------- ----- ----
----|
A.G. LAFLEY |
- ----------------------- President and Chief Executive |
(A.G. Lafley) (Principal Executive Officer) |
|
JOHN E. PEPPER |
- ----------------------- Chairman of the Board |
(John E. Pepper) |
|
CLAYTON C. DALEY, JR. |
- ----------------------- Chief Financial Officer |
(Clayton C. Daley, Jr.) (Principal Financial Officer) |
|
DAVID R. WALKER |
- ----------------------- Vice President and Comptroller |
(David R. Walker) (Principal Accounting Officer) |
|
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) |
|
|
- ----------------------- Director |
(Scott D. Cook) September 12, 2000|
|
RICHARD J. FERRIS |
- ----------------------- Director |
(Richard J. Ferris) |
|
|
- ----------------------- Director |
(Joseph T. Gorman) |
|
CHARLES R. LEE |
- ----------------------- Director |
(Charles R. Lee) |
|
LYNN M. MARTIN |
- ----------------------- Director |
(Lynn M. Martin) |
|
JOHN F. SMITH, JR. |
- ----------------------- Director |
(John F. Smith, Jr.) |
|
RALPH SNYDERMAN |
- ----------------------- Director |
(Ralph Snyderman) |
|
ROBERT D. STOREY |
- ----------------------- Director |
(Robert D. Storey) |
|
|
- ----------------------- Director |
(Marina v.N. Whitman) |
----|
EXHIBIT INDEX
Exhibit (3-1) -- Amended Articles of Incorporation (Incorporated by
reference to Exhibit (3-1) of the Company's Annual Report
on Form 10-K for the year ended June 30, 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 July 11,
2000) which was adopted by the shareholders at the annual
meeting on October 13, 1992 and was amended on January 12,
1999 by the Board of Directors.
(10-2) -- The Procter & Gamble 1983 Stock Plan (as amended June 13,
2000) which was adopted by the shareholders at the annual
meeting on October 11, 1983 and was amended on May 11, 1993
by the Board of Directors.
(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 July 11, 2000)
which was adopted by the Board of Directors on April 12,
1949 and was amended on June 12, 1990.
(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 July 11, 2000), 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, and was again
amended on January 12, 1999.
(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 (10-8) of the
Company's Annual Report on Form 10-K for the year ended
June 30, 1999).
(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 (pages 1-4, 13-39 and inside
back cover).
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 6/30/03).
(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
6/30/01).
(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
6/30/01).
(99-4) -- Directors and Officers (Third) Excess Liability Policy.
(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
6/30/01).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
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Exhibit (10-1)
THE PROCTER & GAMBLE 1992 STOCK PLAN
(as amended July 11, 2000)
ARTICLE A -- PURPOSE.
The purpose of The Procter & Gamble 1992 Stock Plan (hereinafter referred
to as the "Plan") is to encourage those employees of The Procter & Gamble
Company (hereinafter referred to as the "Company") and its subsidiaries who are
largely responsible for the long-term success and development of the business to
strengthen the alignment of interests between employees and the Company's
shareholders through the increased ownership of shares of the Company's Common
Stock, and to encourage those employees to remain in the employ of the Company
and its subsidiaries. This will be accomplished through the granting to
employees of options to purchase shares of the Common Stock of the Company,
payment of a portion of the employees' remuneration in shares of the Common
Stock, and the granting to them by the Company and a subsidiary, if appropriate,
of deferred awards related to the increase in the price of the Common Stock of
the Company as provided by the terms and conditions set forth in the Plan.
ARTICLE B -- ADMINISTRATION.
1. The Plan shall be administered by the Compensation Committee
(hereinafter referred to as the "Committee") of the Board of Directors of the
Company (hereinafter referred to as the "Board"), or such other committee as may
be designated by the Board. The Committee shall consist of not less than three
(3) members of the Board who are neither officers nor employees, or members of
the Board who are "Non-Employee Directors" as defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (hereinafter referred to as the
"1934 Act"), or any successor rule or definition adopted by the Securities and
Exchange Commission, to be appointed by the Board from time to time and to serve
at the discretion of the Board.
2. It shall be the duty of the Committee to administer this Plan in
accordance with its provisions, to report thereon not less than once each year
to the Board and to make such recommendations of amendments or otherwise as it
deems necessary or appropriate. A decision by a majority of the Committee shall
govern all actions of the Committee.
3. Subject to the express provisions of this Plan, the Committee shall have
authority: to grant nonstatutory and incentive stock options; to grant to
recipients stock appreciation rights either freestanding, in tandem with
simultaneously granted stock options, or in parallel with simultaneously granted
stock options; to award a portion of a recipient's remuneration in shares of
Common Stock of the Company subject to such conditions or restrictions, if any,
as the Committee may determine; to determine all the terms and provisions of the
respective stock option, stock appreciation right, and stock award agreements
including setting the dates when each stock option or stock appreciation right
or part thereof may be exercised and determining the conditions and
restrictions, if any, of any shares of Common Stock acquired through the
exercise of any stock option; and to make all other determinations it deems
necessary or advisable for administering this Plan; provided, however, the
Committee shall have the further authority to:
(a) waive the provisions of Article F, paragraph 1(a);
(b) waive the provisions of Article F, paragraph 1(b);
(c) waive the provisions of Article G, paragraph 4(a); and
(d) impose conditions at time of grant in lieu of those set forth in
Article G, paragraphs 4 through 7, for nonstatutory stock options,
stock appreciation rights, and stock award grants which do not
increase or extend the rights of the recipient,
to take into consideration the differences, limitations, and requirements of
foreign laws or conditions including tax regulations, exchange controls or
investment restrictions, possible unenforceability of any part of this Plan, or
other matters deemed appropriate by it.
4. The Committee may establish from time to time such regulations,
provisions, and procedures within the terms of this Plan as, in its opinion, may
be advisable in the administration of this Plan.
5. The Committee may designate the Secretary of the Company or other
employees of the Company to assist the Committee in the administration of this
Plan and may grant authority to such persons to execute documents on behalf of
the Committee.
ARTICLE C -- PARTICIPATION.
The Committee shall select those employees of the Company and its
subsidiaries who, in the opinion of the Committee, have demonstrated a capacity
for contributing in a substantial manner to the success of such companies and
shall determine the number of shares of the Common Stock of the Company to be
transferred under this Plan subject to such conditions or restrictions as the
Committee may determine and the number of shares with respect to which stock
options or stock appreciation rights will be granted. The Committee may consult
with the Chief Executive, but nevertheless the Committee has the full authority
to act, and the Committee's actions shall be final.
ARTICLE D -- LIMITATION ON NUMBER OF SHARES FOR THE PLAN.
1. Unless otherwise authorized by the shareholders, the maximum aggregate
number of shares available for award under this Plan for each calendar year the
Plan is in effect shall be one percent (1%) of the total issued shares of Common
Stock of the Company as of June 30 of the immediately preceding fiscal year.
2. Any of the authorized shares may be used in respect of any of the types
of awards described in this Plan, except that no more than twenty-five percent
(25%) of the authorized shares in any calendar year may be issued as restricted
or unrestricted stock and no more than 50,000,000 of the authorized shares
during the term of the Plan may be issued as incentive stock options.
3. Any authorized shares not used in a calendar year shall be available for
awards under this Plan in succeeding calendar years.
ARTICLE E -- SHARES SUBJECT TO USE UNDER THE PLAN.
1. The shares to be delivered by the Company upon exercise of stock options
or stock appreciation rights shall be either authorized but unissued shares or
treasury shares, as determined by the Board. In the case of redemption of stock
appreciation rights by one of the Company's subsidiaries, such shares shall be
shares acquired by that subsidiary. Notwithstanding any terms or conditions
contained herein, the shares to be delivered by the Company upon exercise of
stock options or stock appreciation rights by a participant located in Italy
shall be authorized but unissued shares.
2. For purposes of this Plan, restricted or unrestricted stock awarded
under the terms of this Plan shall be authorized but unissued shares, treasury
shares, or shares acquired for purposes of the Plan by the Company or a
subsidiary, as determined by the Board.
ARTICLE F -- STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
1. In addition to such other conditions as may be established by the
Committee, in consideration of the granting of stock options or stock
appreciation rights under the terms of this Plan, the recipient agrees as
follows:
(a) The right to exercise any stock option or stock appreciation right
shall be conditional upon certification by the recipient at time of
exercise that the recipient intends to remain in the employ of the
Company or one of its subsidiaries (except in cases of retirement,
disability or Special Separation as defined in section 6 of Article G)
for at least one (1) year following the date of the exercise of the
stock option or stock appreciation right, and,
(b) In order to better protect the goodwill of the Company and its
subsidiaries and to prevent the disclosure of the Company's or it
subsidiaries' trade secrets and confidential information and thereby
help insure the long-term success of the business, the recipient,
without prior written consent of the Company, will not engage in any
activity or provide any services, whether as a director, manager,
supervisor, employee, adviser, consultant or otherwise, for a period
of three (3) years following the date of the recipient's termination
of employment with the Company (except for terminations of employment
resulting from retirement or Special Separation), in connection with
the manufacture, development, advertising, promotion, or sale of any
product which is the same as or similar to or competitive with any
products of the Company or its subsidiaries (including both existing
products as well as products known to the recipient, as a consequence
of the recipient's employment with the Company or one of its
subsidiaries, to be in development):
(1) with respect to which the recipient's work has been directly
concerned at any time during the two (2) years preceding
termination of employment with the Company or one of its
subsidiaries or
(2) with respect to which during that period of time the recipient,
as a consequence of the recipient's job performance and duties,
acquired knowledge of trade secrets or other confidential
information of the Company or its subsidiaries.
For purposes of this section, it shall be conclusively presumed that
recipients have knowledge of information they were directly exposed to
through actual receipt or review of memos or documents containing such
information, or through actual attendance at meetings at which such
information was discussed or disclosed.
(c) The provisions of this Article are not in lieu of, but are in addition
to the continuing obligation of the recipient (which recipient hereby
acknowledges) to not use or disclose the Company's or its
subsidiaries' trade secrets and confidential information known to the
recipient until any particular trade secret or confidential
information become generally known (through no fault of the
recipient), whereupon the restriction on use and disclosure shall
cease as to that item. Information regarding products in development,
in test marketing or being marketed or promoted in a discrete
geographic region, which information the Company or one of its
subsidiaries is considering for broader use, shall not be deemed
generally known until such broader use is actually commercially
implemented. As used in this Article, "generally known" means known
throughout the domestic U. S. industry or, in the case of recipients
who have job responsibilities outside of the United States, the
appropriate foreign country or countries' industry.
(d) By acceptance of any offered stock option or stock appreciation rights
granted under the terms of this Plan, the recipient acknowledges that
if the recipient were, without authority, to use or disclose the
Company's or any of its subsidiaries' trade secrets or confidential
information or threaten to do so, the Company or one of its
subsidiaries would be entitled to injunctive and other appropriate
relief to prevent the recipient from doing so. The recipient
acknowledges that the harm caused to the Company by the breach or
anticipated breach of this Article is by its nature irreparable
because, among other things, it is not readily susceptible of proof as
to the monetary harm that would ensue. The recipient consents that any
interim or final equitable relief entered by a court of competent
jurisdiction shall, at the request of the Company or one of its
subsidiaries, be entered on consent and enforced by any court having
jurisdiction over the recipient, without prejudice to any rights
either party may have to appeal from the proceedings which resulted in
any grant of such relief.
(e) If any of the provisions contained in this Article shall for any
reason, whether by application of existing law or law which may
develop after the recipient's acceptance of an offer of the granting
of stock appreciation rights or stock options, be determined by a
court of competent jurisdiction to be overly broad as to scope of
activity, duration, or territory, the recipient agrees to join the
Company or any of its subsidiaries in requesting such court to
construe such provision by limiting or reducing it so as to be
enforceable to the extent compatible with then applicable law. If any
one or more of the terms, provisions, covenants, or restrictions of
this Article shall be determined by a court of competent jurisdiction
to be invalid, void or unenforceable, then the remainder of the terms,
provisions, covenants, and restrictions of this Article shall remain
in full force and effect and shall in no way be affected, impaired, or
invalidated.
2. The fact that an employee has been granted a stock option or a stock
appreciation right under this Plan shall not limit the right of the employer to
terminate the recipient's employment at any time. The Committee is authorized to
suspend or terminate any outstanding stock option or stock appreciation right
for actions taken prior to termination of employment if the Committee determines
the recipient has acted significantly contrary to the best interests of the
Company.
3. More than one stock option or stock appreciation right may be granted to
any employee under this Plan but the maximum number of shares with respect to
which stock options or stock appreciation rights may be granted to any employee
in any calendar year shall not exceed five percent (5%) of the number of shares
which can be issued or transferred annually hereunder.
4. The aggregate fair market value (determined at the time when the
incentive stock option is exercisable for the first time by an employee during
any calendar year) of the shares for which any employee may be granted incentive
stock options under this Plan and all other stock option plans of the Company
and its subsidiaries in any calendar year shall not exceed $100,000 (or such
other amount as reflected in the limits imposed by Section 422(d) of the
Internal Revenue Code of 1986, as it may be amended from time to time).
5. If the Committee grants incentive stock options, all such stock options
shall contain such provisions as permit them to qualify as "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as may be amended from time to time.
6. With respect to stock options granted in tandem with or parallel to
stock appreciation rights, the exercise of either such stock options or such
stock appreciation rights will result in the simultaneous cancellation of the
same number of tandem or parallel stock appreciation rights or stock options, as
the case may be.
7. The exercise price for all stock options and stock appreciation rights
shall be established by the Committee at the time of their grant and shall be
not less than one hundred percent (100%) of the fair market value of the Common
Stock of the Company on the date of grant.
ARTICLE G -- EXERCISE OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
1. All stock options and stock appreciation rights granted hereunder shall
have a maximum life of no more than fifteen (15) years from the date of grant;
provided, however, that any stock options or stock appreciation rights with a
life of more than ten (10) years from the date of grant that have been
conditionally granted to the Chief Executive or to any other executive officer
subject to the provisions of Section 162(m) of the Internal Revenue Code and
subject to taxation under United States law, as it may be amended from time to
time, prior to the annual meeting of shareholders scheduled for October 12, 1999
shall automatically be canceled effective October 12, 1999 if the shareholders
do not adopt a resolution at such annual meeting approving grants to such
officers with a maximum life of up to fifteen (15) years from the date of grant.
2. No stock options or stock appreciation rights shall be exercisable
within one (1) year from their date of grant, except in the case of the death of
the recipient.
3. During the lifetime of the recipient, stock options and stock
appreciation rights may be exercised only by the recipient personally, or, in
the event of the legal incompetence of the recipient, by the recipient's duly
appointed legal guardian.
4. In case a recipient of stock options or stock appreciation rights ceases
to be an employee of the Company or any of its subsidiaries while holding an
unexercised stock option or stock appreciation right:
(a) Any unexercisable portions thereof are then void, except in the case
of: (1) death of the recipient; (2) any Special Separation (as defined
in section 6 of this Article G) that occurs more than six months from
the date the options were granted; or (3) any option as to which the
Committee has waived, at the time of grant, the provisions of this
Article G, paragraph 4(a) pursuant to the authority granted by Article
B, paragraph 3.
(b) Any exercisable portions thereof are then void, except in the case of
death, retirement in accordance with the provisions of any appropriate
profit sharing or retirement plan of the Company or any of its
subsidiaries, or Special Separation (as defined in section 6 of this
Article G) of the recipient.
5. In the case of the death of a recipient of stock options or stock
appreciation rights while an employee of the Company or any of its subsidiaries,
the persons to whom the stock options or stock appreciation rights have been
transferred by will or the laws of descent and distribution shall have the
privilege of exercising remaining stock options, stock appreciation rights or
parts thereof, whether or not exercisable on the date of death of such employee,
at any time prior to the expiration date of the stock options or stock
appreciation rights.
6. Termination of employment under the permanent disability provision of
any appropriate profit sharing or retirement plan of the Company or any of its
subsidiaries shall be deemed the same as retirement. Special Separation means
any termination of employment, except a termination for cause or a voluntary
resignation that is not initiated or encouraged by the Company, that occurs
prior to the time a recipient is eligible to retire. The death of a recipient of
stock options or stock appreciation rights subsequent to retirement or Special
Separation shall not render exercisable stock options or stock appreciation
rights which were unexercisable at the time of the retirement or Special
Separation. The persons to whom the exercisable stock options or stock
appreciation rights have been transferred by will or the laws of descent and
distribution shall have the privilege of exercising such remaining stock
options, stock appreciation rights or parts thereof, at any time prior to the
expiration date of the stock options or stock appreciation rights.
7. Stock options and stock appreciation rights are not transferable other
than by will or by the laws of descent and distribution. For the purpose of
exercising stock options or stock appreciation rights after the death of the
recipient, the duly appointed executors and administrators of the estate of the
deceased recipient shall have the same rights with respect to the stock options
and stock appreciation rights as legatees or distributees would have after
distribution to them from the recipient's estate.
8. Upon the exercise of stock appreciation rights, the recipient shall be
entitled to receive a redemption differential for each such stock appreciation
right which shall be the difference between the then fair market value of one
share of the Common Stock of the Company and the exercise price of one stock
appreciation right then being exercised. In the case of the redemption of stock
appreciation rights by a subsidiary of the Company not located in the United
States, the redemption differential shall be calculated in United States dollars
and converted to the appropriate local currency on the exercise date. As
determined by the Committee, the redemption differential may be paid in cash,
Common Stock of the Company to be valued at its fair market value on the date of
exercise, any other mode of payment deemed appropriate by the Committee or any
combination thereof. The number of shares with respect to which stock
appreciation rights are being exercised shall not be available for granting
future stock options or stock appreciation rights under this Plan.
9. The Committee may, in its sole discretion, permit a stock option which
is being exercised either (a) by an optionee whose retirement is imminent or who
has retired or (b) after the death of the optionee, to be surrendered, in lieu
of exercise, for an amount equal to the difference between the stock option
exercise price and the fair market value of shares of the Common Stock of the
Company on the day the stock option is surrendered, payment to be made in shares
of the Company's Common Stock which are subject to this Plan valued at their
fair market value on such date, cash, or a combination thereof, in such
proportion and upon such terms and conditions as shall be determined by the
Committee. The difference between the number of shares subject to stock options
so surrendered and the number of shares, if any, issued upon such surrender
shall represent shares which shall not be available for granting future stock
options under this Plan.
10. Time spent on leave of absence shall be considered as employment for
the purposes of this Plan. Leave of absence means any period of time away from
work granted to any employee by his or her employer because of illness, injury,
or other reasons satisfactory to the employer.
11. The Company reserves the right from time to time to suspend the
exercise of any stock option or stock appreciation right where such suspension
is deemed by it necessary or appropriate for corporate purposes. No such
suspension shall extend the life of the stock option or stock appreciation right
beyond its expiration date, and in no event will there be a suspension in the
five (5) calendar days immediately preceding the expiration date.
ARTICLE H -- PAYMENT FOR STOCK OPTIONS.
Upon the exercise of a stock option, payment in full of the exercise price
shall be made by the optionee. As determined by the Committee, the stock option
exercise price may be paid for by the optionee either in cash, shares of the
Common Stock of the Company to be valued at their fair market value on the date
of exercise, a combination thereof, or such other method as determined by the
Committee.
ARTICLE I -- TRANSFER OF SHARES.
1. The Committee may transfer Common Stock of the Company under the Plan
subject to such conditions or restrictions, if any, as the Committee may
determine. The conditions and restrictions may vary from time to time and with
respect to particular employees or group of employees and may be set forth in
agreements between the Company and the employee or in the awards of stock to
them, all as the Committee determines. It is contemplated that the conditions
and restrictions established by the Committee will be consistent with the
objectives of this Plan and may be of the following types. In giving these
examples, it is not intended to restrict the Committee's authority to impose
other restrictions or conditions, or to waive restrictions or conditions under
circumstances deemed by the Committee to be appropriate and not contrary to the
best interests of the Company.
(a) Restrictions
The employee will not be able to sell, pledge, or dispose of the
shares during a specified period except in accordance with the
agreement or award. Such restrictions will lapse either after a period
of, for example, five years, or in fifteen or fewer annual
installments following retirement or termination of employment, as the
Committee from time to time may determine. However, upon the transfer
of shares subject to restrictions, an employee will have all incidents
of ownership in the shares, including the right to dividends (unless
otherwise restricted by the Committee), to vote the shares, and to
make gifts of them to family members (still subject to the
restrictions).
(b) Lapse of Restrictions
In order to have the restrictions lapse, an employee may be required
to continue in the employ of the Company or a subsidiary for a
prescribed period of time. Exemption from this requirement may be
prescribed in the case of death, disability, or retirement, or as
otherwise prescribed by the Committee. In addition, an employee may be
required, following termination of employment other than by retirement
or disability, to render limited consulting and advisory services and
to refrain from conduct deemed contrary to the best interests of the
Company.
ARTICLE J -- ADJUSTMENTS.
The amount of shares authorized to be issued annually under this Plan will
be subject to appropriate adjustments in their numbers in the event of future
stock splits, stock dividends, or other changes in capitalization of the Company
occurring after the date of approval of this Plan by the Company's shareholders
to prevent the dilution or enlargement of rights under this Plan; following any
such change, the term "Common Stock" shall be deemed to refer to such class of
shares or other securities as may be applicable. The number of shares and
exercise prices covered by outstanding stock options and stock appreciation
rights shall be adjusted to give effect to any such stock splits, stock
dividends, or other changes in the capitalization.
ARTICLE K -- ADDITIONAL PROVISIONS.
1. The Board may, at any time, repeal this Plan or may amend it from time
to time except that no such amendment may amend this paragraph, increase the
annual aggregate number of shares subject to this Plan, reduce the price at
which stock options or stock appreciation rights may be granted, exercised, or
surrendered, alter the class of employees eligible to receive stock options, or
increase the percentage of shares authorized to be transferred as restricted or
unrestricted stock. The recipient of awards under this Plan and the Company
shall be bound by any such amendments as of their effective dates, but if any
outstanding stock options or stock appreciation rights are affected, notice
thereof shall be given to the holders of such stock options and stock
appreciation rights and such amendments shall not be applicable to such holder
without his or her written consent. If this Plan is repealed in its entirety,
all theretofore granted unexercised stock options or stock appreciation rights
shall continue to be exercisable in accordance with their terms and shares
subject to conditions or restrictions transferred pursuant to this Plan shall
continue to be subject to such conditions or restrictions.
2. In the case of an employee of a subsidiary company, performance under
this Plan, including the transfer of shares of the Company, may be by the
subsidiary. Nothing in this Plan shall affect the right of the Company or any
subsidiary to terminate the employment of any employee with or without cause.
None of the participants, either individually or as a group, and no beneficiary
or other person claiming under or through any participant, shall have any right,
title, or interest in any shares of the Company purchased or reserved for the
purpose of this Plan except as to such shares, if any, as shall have been
granted or transferred to him or her. Nothing in this Plan shall preclude the
issuance or transfer of shares of the Company to employees under any other plan
or arrangement now or hereafter in effect.
3. "Subsidiary" means any company in which fifty percent (50%) or more of
the total combined voting power of all classes of stock is owned, directly or
indirectly, by the Company. In addition, the Board may designate for
participation in this Plan as a "subsidiary," except for the granting of
incentive stock options, those additional companies affiliated with the Company
in which the Company's direct or indirect stock ownership is less than fifty
percent (50%) of the total combined voting power of all classes of such
company's stock.
4. Notwithstanding anything to the contrary in the this Plan, stock options
and stock appreciation rights granted hereunder shall vest immediately and any
conditions or restrictions on Common Stock shall lapse upon a "Change in
Control." A "Change in Control" shall mean the occurrence of any of the
following:
(a) An acquisition (other than directly from the Company) of any voting
securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of
the Exchange Act), immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty percent (20%) or more of the then outstanding
Shares or the combined voting power of the Company's then outstanding
Voting Securities; provided, however, in determining whether a Change
in Control has occurred pursuant to this Section 4(a), Shares or
Voting Securities which are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute an acquisition which
would cause a Change in Control. A "Non-Control Acquisition" shall
mean an acquisition by (i) an employee benefit plan (or a trust
forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person of which a majority of its voting power or
its voting equity securities or equity interest is owned, directly or
indirectly, by the Company (for purposes of this definition, a
"Related Entity"), (ii) the Company or any Related Entity, or (iii)
any Person in connection with a "Non-Control Transaction" (as
hereinafter defined);
(b) The individuals who, as of July 11, 2000 are members of the Board (the
"Incumbent Board"), cease for any reason to constitute at least half
of the members of the Board; or, following a Merger (as hereinafter
defined) which results in a Parent Corporation (as hereinafter
defined), the board of directors of the ultimate Parent Corporation;
provided, however, that if the election, or nomination for election by
the Company's common stockholders, of any new director was approved by
a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member
of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or threatened
"Election Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a "Proxy
Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization with or into the
Company or in which securities of the Company are issued (a
"Merger"), unless such Merger is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a Merger where:
(A) the stockholders of the Company, immediately before such
Merger own directly or indirectly immediately following such
Merger at least fifty percent (50%) of the combined voting
power of the outstanding voting securities of (x) the
corporation resulting from such Merger (the "Surviving
Corporation") if fifty percent (50%) or more of the combined
voting power of the then outstanding voting securities of
the Surviving Corporation is not Beneficially Owned,
directly or indirectly by another Person (a "Parent
Corporation"), or (y) if there is one or more Parent
Corporations, the ultimate Parent Corporation;
(B) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement
providing for such Merger constitute at least half of the
members of the board of directors of (x) the Surviving
Corporation, if there is no Parent Corporation, or (y) if
there is one or more Parent Corporations, the ultimate
Parent Corporation; and
(C) no Person other than (1) the Company, (2) any Related
Entity, (3) any employee benefit plan (or any trust forming
a part thereof) that, immediately prior to such Merger was
maintained by the Company or any Related Entity, or (4) any
Person who, immediately prior to such merger, consolidation
or reorganization had Beneficial Ownership of twenty percent
(20%) or more of the then outstanding Voting Securities or
Shares, has Beneficial Ownership of twenty percent (20%) or
more of the combined voting power of the outstanding voting
securities or common stock of (x) the Surviving Corporation
if there is no Parent Corporation, or (y) if there is one or
more Parent Corporations, the ultimate Parent Corporation;
(ii) A complete liquidation or dissolution of the Company; or
(iii) The sale or other disposition of all or substantially all of the
assets of the Company to any Person (other than a transfer to a
Related Entity or under conditions that would constitute a
Non-Control Transaction with the disposition of assets being
regarded as a Merger for this purpose or the distribution to the
Company's stockholders of the stock of a Related Entity or any
other assets).
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the then outstanding Shares or
Voting Securities as a result of the acquisition of Shares or Voting Securities
by the Company which, by reducing the number of Shares or Voting Securities then
outstanding, increases the proportional number of shares Beneficially Owned by
the Subject Persons, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of Shares or
Voting Securities by the Company, and after such share acquisition by the
Company, the Subject Person becomes the Beneficial Owner of any additional
Shares or Voting Securities which increases the percentage of the then
outstanding Shares or Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur.
ARTICLE L -- CONSENT.
Every recipient of a stock option, stock appreciation right, or transfer of
shares pursuant to this Plan shall be bound by the terms and provisions of this
Plan and of the stock option, stock appreciation right, or transfer of shares
agreement referable thereto, and the acceptance of any stock option, stock
appreciation right, or transfer of shares pursuant to this Plan shall constitute
a binding agreement between the recipient and the Company and its subsidiaries
and any successors in interest to any of them. This Plan shall be governed by
and construed in accordance with the laws of the State of Ohio, United States of
America.
ARTICLE M -- DURATION OF PLAN.
This Plan will terminate on July 14, 2002 unless a different termination
date is fixed by the shareholders or by action of the Board of Directors, but no
such termination shall affect the prior rights under this Plan of the Company
(or any subsidiary) or of anyone to whom stock options or stock appreciation
rights were granted prior thereto or to whom shares have been transferred prior
to such termination.
ADDITIONAL INFORMATION
1. SHARES AWARDED AS A PORTION OF REMUNERATION
Any shares of Common Stock of the Company awarded as a portion of a
participant's remuneration shall be valued at not less than one hundred percent
(100%) of the fair market value of the Company's Common Stock on the date of the
award. These shares may be subject to such conditions or restrictions as the
Committee may determine, including a requirement that the participant remain in
the employ of the Company or one of its subsidiaries for a set period of time,
or until retirement. Failure to abide by any applicable restriction will result
in forfeiture of the shares.
2. TAX EFFECTS
INCENTIVE STOCK OPTIONS
With regard to tax effects which may accrue to the optionee, counsel
advises that if the optionee has continuously been an employee from the
time an option has been granted until at least three months before it is
exercised, under existing law no taxable income results to the optionee
from the exercise of an incentive stock option at the time of exercise.
However, the spread at exercise is an "adjustment" item for alternative
minimum tax purposes.
Any gain realized on the sale or other disposition of stock acquired
on exercise of an incentive stock option is considered as long-term capital
gain for tax purposes if the stock has been held more than two years after
the date the option was granted and more than one year after the date of
exercise of the option. If the stock is disposed of within one year after
exercise, the lesser of any gain on such disposition or the spread at
exercise (i.e., the excess of the fair market value of the stock on the
date of exercise over the option price) is treated as ordinary income, and
any appreciation after the date of exercise is considered long-term or
short-term capital gain to the optionee depending on the holding period
prior to sale. However, the spread at exercise (even if greater than the
gain on the disposition) is treated as ordinary income if the disposition
is one on which a loss, if sustained, is not recognized--e.g., a gift, a
"wash" sale or a sale to a related party. The amount of ordinary income
recognized by the optionee is treated as a tax deductible expense to the
Company. No other amount relative to an incentive stock option is a tax
deductible expense to the Company.
NONSTATUTORY STOCK OPTIONS
With regard to tax effects which may accrue to the optionee, counsel
advises that under existing tax law gain taxable as ordinary income to the
optionee is deemed to be realized at the date of exercise of the option,
the gain on each share being the difference between the market price on the
date of exercise and the option price. This amount is treated as a tax
deductible expense to the Company at the time of the exercise of the
option. Any appreciation in the value of the stock after the date of
exercise is considered a long-term or short-term capital gain to the
optionee depending on whether or not the stock was held for the appropriate
holding period prior to sale.
STOCK APPRECIATION RIGHTS
With regard to tax effects which may accrue to the recipient, counsel
advises that "United States persons," as defined in the Internal Revenue
Code of 1986 (the "I.R.C."), must recognize ordinary income as of the date
of exercise equal to the amount paid to the recipient, i.e., the difference
between the grant price and the value of the shares on the date of
exercise.
SHARES AWARDED AS A PORTION OF REMUNERATION
With regard to tax effects which may accrue to the recipient, counsel
advises that "United States persons" as defined in the Internal Revenue
Code of 1986 (the "I.R.C."), must recognize ordinary income in the first
taxable year in which the recipient's rights to the stock are transferable
or are not subject to a substantial risk of forfeiture, whichever is
applicable. Recipients who are "United States persons" may also elect to
include the income in their tax returns for the taxable year in which they
receive the shares by filing an election to do so with the appropriate
office of the Internal Revenue Service within 30 days of the date the
shares are transferred to them.
The amount includable in income is the fair market value of the shares
as of the day the shares are transferable or not subject to a substantial
risk of forfeiture, whichever is applicable; if the recipient has elected
to include the income in the year in which the shares are received, the
amount of income includable is the fair market value of the shares at the
time of transfer.
For non-United States persons, the time when income is realized, its
measurement and its taxation, will depend on the laws of the particular
countries in which the recipients are residents and/or citizens at the time
of transfer or when the shares are first transferable and not subject to a
substantial risk of forfeiture, as the case may be. "United States persons"
who receive shares awarded as a portion of remuneration may also have tax
consequences with respect to the receipt of shares or the expiration of
restrictions or substantial risk of forfeiture on such shares under the
laws of the particular country other than the United States of which such
person is a resident or citizen.
Notwithstanding the above advice received by the Company, it is each
individual recipient's responsibility to check with his or her personal tax
adviser as to the tax effects and proper handling of stock options, stock
appreciation rights and Common Stock acquired. The above advice relates
specifically to the U.S. consequences of stock options, stock appreciation
rights and Common Stock acquired, including the U.S. consequences to "United
States persons" whether or not resident in the U.S. In addition to U.S. tax
consequences, for all persons who are not U.S. residents, the time when income,
if any, is realized, the measurement of such income and its taxation will also
depend on the laws of the particular country other than the U.S. of which such
persons are resident and/or citizens at the time of grant or the time of
exercise, as the case may be.
The Plan is not subject to the qualification requirements of Section 401(a)
of the I.R.C.
3. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"), as amended.
4. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (File No. 1-434) pursuant to the 1934 Act are incorporated
into this document by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999, December 31, 1999 and March 31, 2000; and
3. All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus
and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold.
The Company will provide without charge to each participant in the Plan,
upon oral or written request, a copy of any or all of these documents other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents. In addition, the Company will provide without
charge to such participants a copy of the Company's most recent annual report to
shareholders, proxy statement, and other communications distributed generally to
security holders of the Company. Requests for such copies should be directed to
Mr. Robert J. Thompson, Manager, Shareholder Services, The Procter & Gamble
Company, P.O. Box 5572, Cincinnati, Ohio 45201, (513) 983-3413.
5. ADDITIONAL INFORMATION
Additional information about the Plan and its administrators may be
obtained from Mr. Terry L. Overbey, Secretary, The Procter & Gamble Company, One
Procter & Gamble Plaza, Cincinnati, Ohio 45202, (513) 983-4463.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>
Exhibit (10-2)
THE PROCTER & GAMBLE 1983 STOCK PLAN
(As amended effective June 13, 2000)
ARTICLE A - PURPOSE.
The purpose of The Procter & Gamble 1983 Stock Plan (hereinafter referred
to as the "Plan") is to encourage those key employees of The Procter & Gamble
Company (herein referred to as the "Company") and its subsidiaries who are
largely responsible for the long-term success and development of the business to
increase their proprietary and other interest in the Company's progress, and to
remain in the employ of the Company and its subsidiaries, by the granting to
them by the Company of options to purchase shares of the Common Stock of the
Company and the granting to them by the Company and a subsidiary, if
appropriate, of deferred awards related to the increase in the price of the
Common Stock of the Company as provided in this Plan.
ARTICLE B - ADMINISTRATION.
1. The Plan shall be administered by the Compensation Committee (herein
referred to as the "Committee") of the Board of Directors of the Company (herein
referred to as the "Board"). The Committee shall operate, administer, and
interpret the Plan and shall be composed of three or more members of the Board
to be appointed by the Board from time to time to serve until they resign, die,
or are removed by resolution of the Board. No member of the Committee shall
participate or be eligible to participate in this Plan, but he or she may
exercise stock options or stock appreciation rights previously granted to him or
her in accordance with the terms of said stock options or stock appreciation
rights.
2. It shall be the duty of the Committee to administer this Plan in
accordance with its provisions, to report thereon not less than once each year
to the Board and to make such recommendations of amendments or otherwise as it
may deem necessary or appropriate. A decision by a majority of the Committee
shall govern all actions of the Committee.
3. Subject to the express provisions of this Plan, the Committee shall have
authority: to grant nonstatutory and incentive stock options; to grant to
recipients who are nonresidents of the United States on the date of grant stock
appreciation rights either freestanding, in tandem with simultaneously granted
stock options or in parallel with simultaneously granted stock options; to
determine all the terms and provisions of the respective stock option and stock
appreciation right agreements including setting the dates when each stock option
or stock appreciation right or part thereof may be exercised; and to make all
other determinations it deems necessary or advisable for administering this
Plan; provided, however, for recipients who are nonresidents of the United
States on the date of any grant, the Committee shall have the further authority
to:
(a) waive the provisions of Article G, paragraph 1(b);
(b) except in the case of a recipient who is an executive officer of the
Company subject to Section 16 of the Securities Exchange Act of 1934,
waive the provisions of Article G, paragraph 1(a);
(c) impose conditions in lieu of those set forth in Article J, paragraphs
4 through 7, for nonstatutory stock options and stock appreciation
rights grants which do not increase or extend the rights of the
recipient, to take into consideration the differences, limitations and
requirements of local foreign laws or conditions including, but not
limited to, tax regulations, exchange controls, investment
restrictions, possible unenforceability of any part of this Plan and
other similar matters deemed appropriate by it.
4. The Committee may establish from time to time such regulations,
provisions and procedures within the terms of this Plan as, in its opinion, may
be advisable in the administration of this Plan.
5. The Committee may designate the Secretary of the Company or other
employees of the Company to assist the Committee in the administration of this
Plan and may grant authority to such persons to execute documents on behalf of
the Committee.
ARTICLE C - PARTICIPATION.
The Committee shall select those key employees of the Company and its
subsidiaries who, in the opinion of the Committee, have demonstrated a capacity
for contributing in a substantial manner to the success of such companies and
shall determine the number of shares with respect to which stock options or
stock appreciation rights are to be granted to each, the type of stock options
or stock appreciation rights to be granted and the number of shares under each
type. The Committee may consult with the Chairman of the Board or the President,
but nevertheless the Committee has full authority to act, and the Committee's
actions shall be final.
ARTICLE D - NUMBER OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
1. The aggregate number of shares of the Common Stock of the Company which
may be issued or transferred under all stock options to be granted, or with
respect to which stock appreciation rights may be granted, pursuant to this Plan
shall not exceed 25,996,446 shares.
2. With respect to stock options granted in tandem with or parallel to
stock appreciation rights, the exercise of either such stock options or such
stock appreciation rights will result in the simultaneous cancellation of the
same number of tandem or parallel stock appreciation rights or stock options, as
the case may be.
ARTICLE E - SHARES SUBJECT TO USE UNDER THE PLAN.
The shares to be delivered by the Company upon exercise of stock options or
stock appreciation rights shall be either authorized but unissued shares or
treasury shares, as determined by the Board. In the case of redemption of stock
appreciation rights by one of the Company's subsidiaries, such shares shall be
shares acquired by that subsidiary.
ARTICLE F - PRICE.
The exercise price for all stock options and stock appreciation rights
shall be established by the Committee at the time of their grant and shall be
not less than one hundred percent (100%) of the fair market value of the Common
Stock of the Company on the date of grant.
ARTICLE G - AGREEMENT OF OPTIONEE AND CONDITIONS OF STOCK OPTIONS AND
STOCK APPRECIATION RIGHTS.
1. In addition to such other conditions as may be established by the
Committee, in consideration of the granting of stock options or stock
appreciation rights under the terms of this Plan, the recipient agrees as
follows:
(a) To remain in the employ of the Company or one of its subsidiaries for
at least one (1) year following the date of the granting of the stock
option or stock appreciation right, and,
(b) In order to better protect the goodwill of the Company and prevent the
disclosure of the Company's trade secrets and other confidential
information and thereby help insure the long-term success and
development of the business, the recipient will not engage in
competitive employment for a period of three (3) years following the
date of the granting of a stock option or a stock appreciation right
without first obtaining written permission from the Company. "Engage
in competitive employment" means rendering services, or becoming
associated in any way or in any capacity in the manufacture,
development, advertising, promotion or sale of any product which is
the same as or similar to or competitive with any products of the
Company or one of its subsidiaries (including existing products and
products known to the recipient to be in development) with respect to
which the recipient's work has been directly concerned at any time
during the two (2) years preceding termination of employment with the
Company or any of its subsidiaries or with respect to which during
that period of time recipient acquired knowledge of trade secrets or
other confidential information.
2. The fact that an employee has been granted a stock option or a stock
appreciation right under this Plan shall not affect or qualify the right of the
employer to terminate the recipient's employment at any time. In the event the
recipient breaches or violates section 1 above, the Company may seek injunctive
or other appropriate relief.
ARTICLE H - LIMITATIONS.
1. More than one stock option or stock appreciation right may be granted to
any employee under this Plan but the maximum number of shares with respect to
which stock options or stock appreciation rights may be granted to any employee
shall not exceed five percent (5%) of the number of shares which can be issued
or transferred hereunder.
2. The aggregate fair market value (determined at the time of the grant of
the stock option) of the shares for which any employee may be granted incentive
stock options under this Plan and all other stock option plans of the Company
and its subsidiaries in any calendar year shall not exceed $100,000 plus any
unused limit carry-over to such year as provided for in Section 422A(c)(4) of
the Internal Revenue Code of 1954, as amended. (This amount will automatically
change to reflect the limits imposed by Section 422A(b)(8) of the Internal
Revenue Code of 1954 as it may be amended from time to time.)
3. If the Committee grants incentive stock options, all such stock options
shall contain such provisions as permit them to qualify as "incentive stock
options" within the meaning of Section 422A of the Internal Revenue Code of
1954, as amended by the Economic Recovery Tax Act of 1981, and as the same may
from time to time be amended.
4. Resale of securities offered under this Plan by Directors and executive
officers of the Company subject to Section 16 of the Securities Exchange Act of
1934 must be pursuant to a valid registration statement on other than Form S-8
or pursuant to an exemption from registration provided under the Securities Act
of 1933, as amended. Other employees of the Company or its subsidiaries are free
to make resales of the securities offered hereunder without further
registration.
ARTICLE I - ADJUSTMENTS.
Appropriate adjustments in the number of shares of stock options and stock
appreciation rights which can be granted under this Plan and in the numbers and
exercise prices covered by outstanding stock options and stock appreciation
rights shall be made to give effect to any stock splits, stock dividends or
other changes in the Common Stock of the Company occurring after October 11,
1983, the date of approval of this Plan by the Company's shareholders.
ARTICLE J - EXERCISE OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
1. All stock options and stock appreciation rights granted hereunder shall
have a maximum life of no more than ten (10) years from the date of grant.
2. No stock options or stock appreciation rights shall be exercisable
within one (1) year from their date of grant, except in the case of the death of
the recipient.
3. During the lifetime of the recipient, stock options and stock
appreciation rights may be exercised only by the recipient personally. Stock
options and stock appreciation rights are not assignable and are not
transferable otherwise than by will or by the laws of descent and distribution.
4. In case a recipient of stock options or stock appreciation rights ceases
to be an employee of the Company or any of its subsidiaries while holding an
unexercised stock option or stock appreciation right:
(a) Any unexercisable portions thereof are then void, except in the case
of death of the recipient or in the case of any option as to which the
Committee has waived, at the time of grant, the provisions of Article
G, paragraph 1(a) pursuant to the authority granted by Article B,
paragraph 3.
(b) Any exercisable portions thereof are then void, except in the case of
death, retirement in accordance with the provisions of any appropriate
profit sharing or retirement plan of the Company or any of its
subsidiaries, or Special Separation (as defined in section 7 of this
Article J) of the recipient.
5. In the case of the death of a recipient of stock options or stock
appreciation rights while an employee of the Company or any of its subsidiaries,
the persons to whom the stock options or stock appreciation rights have been
transferred by will or the laws of descent and distribution shall have the
privilege of exercising remaining stock options, stock appreciation rights or
parts thereof, whether or not exercisable on the date of death of such employee,
at any time prior to the expiration date of the stock option or stock
appreciation right.
6. Stock options and stock appreciation rights are not transferable other
than by will or by the laws of descent and distribution. For the purpose of
exercising stock options or stock appreciation rights after the death of the
recipient, the duly appointed executors and administrators of the estate of the
deceased recipient shall have the same rights with respect to the stock options
and stock appreciation rights as legatees or distributees would have had after
distribution to them from the deceased recipient's estate.
7. Termination of employment under the permanent disability settlement
provision of any appropriate profit sharing or retirement plan of the Company or
any of its subsidiaries shall be deemed the same as retirement. Special
Separation means any termination of employment, except a termination for cause
or a voluntary resignation that is not initiated or encouraged by the Company,
that occurs prior to the time a recipient is eligible to retire. The death of a
recipient of stock options or stock appreciation rights subsequent to retirement
or Special Separation shall not render exercisable options or rights which were
unexercisable at time of the retirement or Special Separation.
8. Upon the exercise of stock appreciation rights, the recipient shall be
entitled to receive a redemption differential for each such stock appreciation
right which shall be the difference between the then fair market value of one
share of the Common Stock of the Company and the exercise price of one stock
appreciation right then being exercised. In the case of the redemption of stock
appreciation rights by a subsidiary of the Company not located in the United
States the redemption differential shall be calculated in United States dollars
and converted to the appropriate local currency on the exercise date. As
determined by the Committee, the redemption differential may be paid in cash,
Common Stock of the Company to be valued at its fair market value on the date of
exercise, any other mode of payment deemed appropriate by the Committee or any
combination thereof. The number of shares with respect to which stock
appreciation rights are being exercised shall not be available for granting
future stock options or stock appreciation rights under this Plan.
9. The Committee may, in its sole discretion, permit a stock option which
is being exercised either (a) by an optionee whose retirement is imminent or who
has retired or (b) after the death of the optionee, to be surrendered, in lieu
of exercise, for an amount equal to the difference between the stock option
exercise price and the fair market value of shares of the Common Stock of the
Company on the day the stock option is surrendered, payment to be made in shares
of the Company's Common Stock which are subject to this Plan valued at their
fair market value on such date, cash or a combination thereof, in such
proportion and upon such terms and conditions as shall be determined by the
Committee. The difference between the number of shares subject to stock options
so surrendered and the number of shares, if any, issued upon such surrender
shall represent shares which shall not be available for granting future stock
options under this Plan.
10. Time spent on leave of absence shall be considered as employment for
the purposes of this Plan. Leave of absence means any period of time away from
work granted to any employee by his or her employer because of illness, injury
or other reasons satisfactory to the employer.
11. The Company reserves the right from time to time to suspend the
exercise of any stock option or stock appreciation right where such suspension
is deemed by it necessary or appropriate for corporate purposes. No such
suspension shall extend the life of the stock option or stock appreciation right
beyond its expiration date, and in no event will there be a suspension in the
five (5) calendar days immediately preceding the expiration date.
ARTICLE K - PAYMENT FOR STOCK OPTIONS.
Upon the exercise of a stock option, payment in full of the exercise price
shall be made by the optionee. As determined by the Committee, the stock option
exercise price may be paid for by the optionee either in cash, shares of the
Common Stock of the Company to be valued at their fair market value on the date
of exercise or a combination thereof.
ARTICLE L - ADDITIONAL PROVISIONS.
1. The Board may, at any time, repeal this Plan and may amend it from time
to time except that no such amendment may amend this paragraph, increase the
aggregate number of shares subject to this Plan or reduce the price at which
stock options or stock appreciation rights may be granted, exercised or
surrendered, or alter the class of employees eligible to receive stock options.
The recipient of stock options and stock appreciation rights and the Company
shall be bound by any such amendments as of their effective dates, but if any
outstanding stock options or stock appreciation rights are affected, notice
thereof shall be given to the holders of such stock options and stock
appreciation rights and such amendments shall not be applicable to such holder
without his or her written consent. If this Plan is repealed in its entirety,
all theretofore granted unexercised stock options or stock appreciation rights
shall continue to be exercisable in accordance with their terms.
2. In case any stock option or stock appreciation right is surrendered
before exercise or for any reason other than exercise ceases to be exercisable,
except as specifically required by the terms of this Plan, the shares reserved
therefor shall continue to be set aside for, and be subject to, use under this
Plan.
3. Subsidiary means any company in which fifty percent (50%) or more of the
total combined voting power of all classes of stock is owned, directly or
indirectly, by the Company. In addition, the Board may designate for
participation in this Plan as a "subsidiary," except for the granting of
incentive stock options, those additional companies affiliated with the Company
in which the Company's direct or indirect stock ownership is less than fifty
percent (50%) of the total combined voting power of all classes of such
company's stock.
ARTICLE M - CONSENT.
Every recipient of a stock option or stock appreciation right granted under
this Plan shall be bound by the terms and provisions of this Plan and of the
stock option or stock appreciation right agreement referable thereto, and the
acceptance of any stock option or stock appreciation right agreement shall
constitute a binding agreement between the recipient and the Company and its
subsidiaries and any successors in interest to any of them.
ARTICLE N - DURATION OF THE PLAN.
This Plan will terminate on June 14, 1993 unless a different termination
date is fixed by action of the Board, but all stock options or stock
appreciation rights granted prior thereto may be exercised in accordance with
their terms.
ADDITIONAL INFORMATION
1. TAX EFFECTS
INCENTIVE STOCK OPTIONS
With regard to tax effects which may accrue to the optionee, counsel
advises that if the optionee has continuously been an employee from the
time an option has been granted until at least three months before it is
exercised, under existing law no taxable income results to the optionee
from the exercise of an incentive stock option at the time of exercise.
However, the spread at exercise is a "tax preference" item for alternative
minimum tax purposes.
Any gain realized on the sale or other disposition of stock acquired
on exercise of an incentive stock option is considered as long-term capital
gain for tax purposes if the stock has been held more than two years after
the date the option was granted and more than one year after the date of
exercise of the option. If the stock is disposed of within one year after
exercise, the lesser of any gain on such disposition or the spread at
exercise (i.e., the excess of the fair market value of the stock on the
date of exercise over the option price) is treated as ordinary income, and
any appreciation after the date of exercise is considered long-term or
short-term capital gain to the owner depending on the holding period prior
to sale. However, the spread at exercise (even if greater than the gain on
the disposition) is treated as ordinary income if the disposition is one on
which a loss, if sustained, is not recognized -- e.g., a gift, a "wash"
sale or a sale to a related party. The amount of ordinary income recognized
by the optionee is treated as a tax deductible expense to the Company. No
other amount relative to an incentive stock option is a tax deductible
expense to the Company.
NONSTATUTORY STOCK OPTIONS
With regard to tax effects which may accrue to the optionee, counsel
advises that under existing tax law gain taxable as ordinary income to the
optionee is deemed to be realized at the date of exercise of the option,
the gain on each share being the difference between the market price on the
date of exercise and the option price. This amount is treated as a tax
deductible expense to the Company at the time of the exercise of the
option. Any appreciation in the value of the stock after the date of
exercise is considered a long-term or short-term capital gain to the owner
depending on whether or not the stock was held for the appropriate holding
period prior to sale.
STOCK APPRECIATION RIGHTS
With regard to tax effects which may accrue to the recipient, counsel
advises that "United States persons," as defined in the Internal Revenue
Code of 1986 (the "I.R.C."), must recognize ordinary income as of the date
of exercise equal to the amount paid to the recipient, i.e., the difference
between the grant price and the value of the shares on the date of
exercise. For non-United States persons, the time when income is realized,
the measurement of such income, and its taxation will depend on the laws of
the particular country of which such persons are resident and/or citizens
at the time of grant or the time of exercise, as the case may be. There may
also be tax consequences with respect to an exercise by a United States
person under the laws of the particular country other than the United
States of which such person is a resident and/or citizen.
Notwithstanding the above advice received by the Company, it is each
individual recipient's responsibility to check with his or her personal tax
adviser as to the tax effects and proper handling of stock options, stock
appreciation rights and Common Stock acquired.
The Plan is not subject to the qualification requirements of Section
401(a) of the I.R.C.
2. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended.
3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-434) pursuant to the Exchange Act are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1999, December 31, 1999 and March 31, 2000;
and
3. All other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold.
All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
The Company will provide without charge to each optionee, upon the request
of the optionee, a copy of any or all of these documents other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents. In addition, the Company will provide without charge to
such optionees, a copy of the annual report and all reports, proxy statements,
and other communications distributed to its security holders generally. Requests
for such copies, or for additional information about the Plan or its
administrators, should be directed to Mr. Robert J. Thompson, Manager,
Shareholder Services, The Procter & Gamble Company, One Procter & Gamble Plaza,
Cincinnati, Ohio 45202, telephone: (513) 983-3413.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>
Exhibit (10-4)
ADDITIONAL REMUNERATION PLAN
The Procter & Gamble Company
(As amended July 11, 2000)
RESOLVED, That the following plan for additional remuneration of the
Chairman of the Board and such other officers and employees of The Procter &
Gamble Company and subsidiary companies who, in the opinion of the Chief
Executive, are largely responsible for the success and development of the
business, be and the same is hereby adopted providing for additions to their
compensation in relation to the consolidated profit of the Company for the
fiscal year and the contribution by those persons to the operation of the
Company. Such additional remuneration may be paid in recognition of the
contribution of such persons during that year, and/or their contribution to
earnings growth over the current and prior years. Credits to a fund established
for this purpose are to be based upon a percentage of the annual consolidated
profit of the companies.
1. Each fiscal year there shall be set aside in an additional remuneration
fund an amount equal to five percent of the consolidated profit before
providing for foreign and United States Federal Income Taxes, based on
income of The Procter & Gamble Company and its subsidiary companies
included in its Consolidated Statement of Profit and Loss for such fiscal
year, conditional upon there being left for consolidated net profit an
amount at least equal to the sum of the dividends on the outstanding
Preferred Stock of The Procter & Gamble Company, plus the sum of the
dividends on the outstanding Common Stock of The Procter & Gamble Company
for said fiscal year, prior deductions having been provided for of the full
amount of the contributions to the Profit Sharing Trust and Employee Stock
Ownership Plan; provided, however, that if at the end of any fiscal year
the full amount equal to said five percent cannot be set aside on account
of the condition above stated, then the amount to be set aside shall be
reduced to the extent necessary to meet said condition. Unawarded balances
in any year shall remain in said fund and be available in later years;
provided, however, that this Board reserves the right to withdraw from said
fund any unawarded balances or part thereof remaining after the award at
the end of any fiscal year.
2. For each fiscal year the Compensation Committee of the Board of Directors
shall determine the method of payment and the amount of the additional
remuneration to be awarded from said fund to each principal officer elected
by the Board of Directors. The Chief Executive shall determine which other
persons are to receive additional remuneration out of said fund and the
method of payment and the amount to be awarded to each.
3. Awards may be made by the Chief Executive to any employee, including
principal officers elected by the Board of Directors except the Chairman of
the Board, upon the termination of their employment or the granting of a
leave of absence where their last year of employment is less than the full
fiscal year. Normally such awards will be made only if the period of
employment for such fiscal year is one month or more. The Chief Executive
may delegate to an appropriate Vice President the authority to make such
awards to persons who are not principal officers.
4. The consolidated profit and the consolidated net profit of The Procter &
Gamble Company and the subsidiary companies consolidated for each year
shall be determined in accordance with generally accepted principles of
accounting and approved by the independent certified public accountants
selected by this Board, and no person who may, at any time, be selected to
share in the fund provided for in paragraph 1 above shall have any right to
question the consolidated profit or the consolidated net profit so
determined.
5. While the amount received by any one individual for any year under this
resolution shall be considered as earned remuneration in addition to salary
paid, it shall be understood that this plan does not give to any officer or
employee any contract rights, express or implied, against any Company for
any award from the Fund or for compensation in addition to the salary paid
to him, or any right to question the action of the Board of Directors, the
Compensation Committee or the Chief Executive.
6. Notwithstanding the foregoing, if there is a Change in Control (as
hereinafter defined) in any fiscal year, an additional remuneration fund
shall be set aside and additional remuneration awards shall be made for the
period from the beginning of the fiscal year in which a Change in Control
occurred up to and including the date of such Change in Control ("CIC
Period") pursuant to this Plan, substituting "CIC Period" for "fiscal
year." If financial statements specified in paragraphs 1 and r are not
available for the CIC Period, the Compensation Committee shall determine
the amount of additional remuneration awarded from the fund in good faith.
"Change in Control" shall mean the occurrence of any of the following:
(a) An acquisition (other than directly from the Company) of any voting
securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of
the Exchange Act), immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty percent (20%) or more of the then outstanding
Shares or the combined voting power of the Company's then outstanding
Voting Securities; provided, however, in determining whether a Change
in Control has occurred pursuant to this Section 6(a), Shares or
Voting Securities which are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute an acquisition which
would cause a Change in Control. A "Non-Control Acquisition" shall
mean an acquisition by (i) an employee benefit plan (or a trust
forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person of which a majority of its voting power or
its voting equity securities or equity interest is owned, directly or
indirectly, by the Company (for purposes of this definition, a
"Related Entity"), (ii) the Company or any Related Entity, or (iii)
any Person in connection with a "Non-Control Transaction" (as
hereinafter defined);
(b) The individuals who, as of July 11, 2000 are members of the Board (the
"Incumbent Board"), cease for any reason to constitute at least half
of the members of the Board; or, following a Merger (as hereinafter
defined) which results in a Parent Corporation (as hereinafter
defined), the board of directors of the ultimate Parent Corporation;
provided, however, that if the election, or nomination for election by
the Company's common stockholders, of any new director was approved by
a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member
of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or threatened
"Election Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a "Proxy
Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization with or into the
Company or in which securities of the Company are issued (a
"Merger"), unless such Merger is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a Merger where:
(A) the stockholders of the Company, immediately before such
Merger own directly or indirectly immediately following such
Merger at least fifty percent (50%) of the combined voting
power of the outstanding voting securities of (x) the
corporation resulting from such Merger (the "Surviving
Corporation") if fifty percent (50%) or more of the combined
voting power of the then outstanding voting securities of
the Surviving Corporation is not Beneficially Owned,
directly or indirectly by another Person (a "Parent
Corporation"), or (y) if there is one or more Parent
Corporations, the ultimate Parent Corporation;
(B) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement
providing for such Merger constitute at least half of the
members of the board of directors of (x) the Surviving
Corporation, if there is no Parent Corporation, or (y) if
there is one or more Parent Corporations, the ultimate
Parent Corporation; and
(C) no Person other than (1) the Company, (2) any Related
Entity, (3) any employee benefit plan (or any trust forming
a part thereof) that, immediately prior to such merger,
consolidation or reorganization, was maintained by the
Company or any Related Entity, or (4) any Person who,
immediately prior to such Merger had Beneficial Ownership of
twenty percent (20%) or more of the then outstanding Voting
Securities or Shares, has Beneficial Ownership of twenty
percent (20%) or more of the combined voting power of the
outstanding voting securities or common stock of (x) the
Surviving Corporation if there is no Parent Corporation, or
(y) if there is one or more Parent Corporations, the
ultimate Parent Corporation;
(ii) A complete liquidation or dissolution of the Company; or
(iii) The sale or other disposition of all or substantially all of the
assets of the Company to any Person (other than a transfer to a
Related Entity or under conditions that would constitute a
Non-Control Transaction with the disposition of assets being
regarded as a Merger for this purpose or the distribution to the
Company's stockholders of the stock of a Related Entity or any
other assets).
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the then outstanding Shares
or Voting Securities as a result of the acquisition of Shares or Voting
Securities by the Company which, by reducing the number of Shares or Voting
Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Persons, provided that if a Change in
Control would occur (but for the operation of this sentence) as a result of
the acquisition of Shares or Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional Shares or Voting Securities which
increases the percentage of the then outstanding Shares or Voting
Securities Beneficially Owned by the Subject Person, then a Change in
Control shall occur.
7. This Board reserves the right to terminate this plan at any time during any
fiscal year and any unawarded balance remaining in the fund shall be
withdrawn.
Original Plan - Adopted April 12, 1949
Amended - September 12, 1950 (Eff. 7/1/50)
Paragraphs 1, 2, and 7 amended - June 14, 1960 (Eff. 7/1/59)
Paragraphs 2 and 4 amended - June 13, 1961 (Eff. 7/1/60)
Entire Plan amended - June 10, 1975 (Eff. 7/1/75)
Paragraphs 1, 2 and 5 amended - March 13, 1979 (Eff. 10/10/78)
Paragraphs 1 and 8 amended - May 13, 1980 (Eff. 5/13/80)
Resolution and Paragraphs 1, 2 and 8 amended - April 14, 1981 (Eff. 4/14/81)
Resolution and Paragraphs 2, 3 and 8 amended - July 12, 1983 (Eff. 7/12/83)
Paragraphs 1 and 8 amended - June 11, 1985 (Eff. 6/11/85)
Resolution and Paragraphs 2, 3 and 8 amended - June 10, 1986 (Eff. 6/10/86)
Paragraphs 1 and 8 amended - June 14, 1988 (Eff. 6/14/88)
Paragraphs 1, 2 and 8 amended - June 12, 1990 (Eff. 6/12/90)
Paragraphs 3, 6 amended and Paragraph 8 deleted July 11, 2000 (eff.7/11/00)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>
Exhibit (10-7)
THE PROCTER & GAMBLE 1993 NON-EMPLOYEE DIRECTORS'
STOCK PLAN
(as amended July 11, 2000)
ARTICLE A -- PURPOSE.
The purpose of The Procter & Gamble 1993 Non-Employee Directors' Stock Plan
(hereinafter referred to as the "Plan") is to strengthen the alignment of
interests between non-employee Directors (hereinafter referred to as
"Participants") and the shareholders of The Procter & Gamble Company
(hereinafter referred to as the "Company") through the increased ownership of
shares of the Company's Common Stock. This will be accomplished by allowing
Participants to elect voluntarily to convert a portion or all of their cash fees
for services as a Director into Common Stock, by granting Participants a fixed
value of shares of Common Stock restricted until retirement (hereinafter
referred to as "Retirement Shares") and by granting Participants non-qualified
options to purchase shares of Common Stock (hereinafter referred to as "Stock
Options").
ARTICLE B -- ADMINISTRATION.
1. The Plan shall be administered by the Compensation Committee
(hereinafter referred to as the "Committee") of the Board of Directors of the
Company (hereinafter referred to as the "Board"), or such other committee as may
be designated by the Board. The Committee shall consist of not less than three
(3) members of the Board who are "Non-Employee Directors" as defined in Rule
16b-3 under the Securities Exchange Act of 1934, as amended, or any successor
rule or definition adopted by the Securities and Exchange Commission, to be
appointed by the Board from time to time and to serve at the discretion of the
Board.
2. It shall be the duty of the Committee to administer this Plan in
accordance with its provisions and to make such recommendations of amendments or
otherwise as it deems necessary or appropriate. A decision by a majority of the
Committee shall govern all actions of the Committee.
3. Subject to the express provisions of this Plan, the Committee shall have
authority to allow Participants the right to elect to receive fees for services
as a director in either cash or an equivalent amount of whole shares of Common
Stock of the Company, or partly in cash and partly in whole shares of the Common
Stock of the Company, subject to such conditions or restrictions, if any, as the
Committee may determine. The Committee also has the authority to make all other
determinations it deems necessary or advisable for administering this Plan.
4. The Committee may establish from time to time such regulations,
provisions, and procedures within the terms of this Plan as, in its opinion, may
be advisable in the administration of this Plan.
5. The Committee may designate the Secretary of the Company or other
employees of the Company to assist the Committee in the administration of this
Plan and may grant authority to such persons to execute documents on behalf of
the Committee.
ARTICLE C -- PARTICIPATION.
Participation in the Plan shall be limited to all non-employee Directors of
the Company.
ARTICLE D -- LIMITATION ON NUMBER OF SHARES FOR THE PLAN.
The total number of shares of Common Stock of the Company that may be
awarded each year shall not exceed 50,000 shares.
ARTICLE E -- SHARES SUBJECT TO USE UNDER THE PLAN.
Shares of Common Stock to be awarded under the terms of this Plan shall be
treasury shares.
ARTICLE F -- RETIREMENT SHARES.
1. Commencing January 2, 1997 and on the first business day in each January
thereafter, each Participant shall receive Retirement Shares with a fair market
value of $20,000 on the date of grant.
2. All shares awarded under this Article shall be valued as set forth in
Article I.
ARTICLE G -- STOCK OPTIONS.
1. Each Participant shall, on the fifteenth day of September or on the next
preceding business day if such day is not a business day, automatically be
granted a Stock Option to purchase 2,000 shares of Common Stock (with such
amount subject to adjustment as set forth in Article H) having an exercise price
of one hundred percent (100%) of the fair market value of the Common Stock on
the date of grant. On February 26, 1999, each Participant shall receive a
one-time Stock Option grant to purchase 1,000 shares of Common Stock having an
exercise price of one hundred percent (100%) of the fair market value of the
Common Stock on the date of grant.
2. The Stock Options shall have a term of fifteen (15) years from the date
of grant, subject to earlier termination as provided herein, and shall be
exercisable three (3) years from the date of grant, except in the case of death,
in which case the Stock Options shall be immediately exercisable.
3. Stock Options are not transferable other than by will or by the laws of
descent and distribution. Legatees, distributees and duly appointed executors
and administrators of the estate of a deceased Participant shall have the right
to exercise such Stock Options at any time prior to the expiration date of the
Stock Options.
4. If a Participant ceases to be a Director while holding unexercised Stock
Options, such stock options are then void, except in the case of (i) death, (ii)
disability, (iii) retirement at the end of a term, (iv) retirement after
attaining the age of sixty-nine (69) or (v) resignation from the Board for
reasons of the antitrust laws or the conflict of interest, corporate governance
or continued service policies.
5. Upon the exercise of a Stock Option, payment in full of the exercise
price shall be made by the Participant. The exercise price may be paid for by
the Participant either in cash, shares of the Common Stock of the Company to be
valued at their fair market value on the date of exercise, or a combination
thereof.
ARTICLE H -- ADJUSTMENTS.
The amount of shares authorized to be issued annually under this Plan will
be subject to appropriate adjustment in the event of future stock splits, stock
dividends, or other changes in capitalization of the Company to prevent the
dilution or enlargement of rights under this Plan; following any such change,
the term "Common Stock" shall be deemed to refer to such class of shares or
other securities as may be applicable. The number of shares and exercise prices
covered by outstanding Stock Options and the number of shares to be granted as
Stock Options pursuant to Article F, paragraph 1 shall be adjusted to give
effect to any such stock splits, stock dividends, or other changes in the
capitalization.
ARTICLE I -- TRANSFER OF SHARES.
1. The Committee may transfer Common Stock of the Company under the Plan
subject to such conditions or restrictions, if any, as the Committee may
determine. The conditions and restrictions may vary from time to time and may be
set forth in agreements between the Company and the Participant or in the awards
of stock to them, all as the Committee determines.
2. The shares awarded shall be valued at the average of the high and low
quotations for Common Stock of the Company on the New York Stock Exchange on the
day of the transfer to a Participant. All shares awarded shall be full shares,
rounded up to the nearest whole share.
ARTICLE J -- ADDITIONAL PROVISIONS.
1. The Board may, at any time, repeal this Plan or may amend it from time
to time except that no such amendment may amend this paragraph, increase the
annual aggregate number of shares subject to this Plan, or alter the persons
eligible to participate in this Plan. The Participants and the Company shall be
bound by any such amendments as of their effective dates, but if any outstanding
awards are affected, notice thereof shall be given to the holders of such awards
and such amendments shall not be applicable to such holder without his or her
written consent. If this Plan is repealed in its entirety, all theretofore
awarded shares subject to conditions or restrictions transferred pursuant to
this Plan shall continue to be subject to such conditions or restrictions.
2. Every recipient of shares pursuant to this Plan shall be bound by the
terms and provisions of this Plan and of the transfer of shares agreement
referable thereto, and the acceptance of any transfer of shares pursuant to this
Plan shall constitute a binding agreement between the recipient and the Company.
3. Notwithstanding anything to the contrary in the this Plan, stock options
and stock appreciation rights granted hereunder shall vest immediately and any
conditions or restrictions on Common Stock shall lapse upon a "Change in
Control." A "Change in Control" shall mean the occurrence of any of the
following:
(a) An acquisition (other than directly from the Company) of any voting
securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of
the Exchange Act), immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty percent (20%) or more of the then outstanding
Shares or the combined voting power of the Company's then outstanding
Voting Securities; provided, however, in determining whether a Change
in Control has occurred pursuant to this Section 4(a), Shares or
Voting Securities which are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute an acquisition which
would cause a Change in Control. A "Non-Control Acquisition" shall
mean an acquisition by (i) an employee benefit plan (or a trust
forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person of which a majority of its voting power or
its voting equity securities or equity interest is owned, directly or
indirectly, by the Company (for purposes of this definition, a
"Related Entity"), (ii) the Company or any Related Entity, or (iii)
any Person in connection with a "Non-Control Transaction" (as
hereinafter defined);
(b) The individuals who, as of July 11, 2000 are members of the Board (the
"Incumbent Board"), cease for any reason to constitute at least half
of the members of the Board; or, following a Merger (as hereinafter
defined) which results in a Parent Corporation (as hereinafter
defined), the board of directors of the ultimate Parent Corporation;
provided, however, that if the election, or nomination for election by
the Company's common stockholders, of any new director was approved by
a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member
of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or threatened
"Election Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a "Proxy
Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization with or into the
Company or in which securities of the Company are issued (a
"Merger"), unless such Merger is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a Merger where:
(A) the stockholders of the Company, immediately before such
Merger own directly or indirectly immediately following such
Merger at least fifty percent (50%) of the combined voting
power of the outstanding voting securities of (x) the
corporation resulting from such Merger (the "Surviving
Corporation") if fifty percent (50%) or more of the combined
voting power of the then outstanding voting securities of
the Surviving Corporation is not Beneficially Owned,
directly or indirectly by another Person (a "Parent
Corporation"), or (y) if there is one or more Parent
Corporations, the ultimate Parent Corporation;
(B) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement
providing for such Mergerconstitute at least half of the
members of the board of directors of (x) the Surviving
Corporation, if there is no Parent Corporation, or (y) if
there is one or more Parent Corporations, the ultimate
Parent Corporation; and
(C) no Person other than (1) the Company, (2) any Related
Entity, (3) any employee benefit plan (or any trust forming
a part thereof) that, immediately prior to such Merger was
maintained by the Company or any Related Entity, or (4) any
Person who, immediately prior to such merger, consolidation
or reorganization had Beneficial Ownership of twenty percent
(20%) or more of the then outstanding Voting Securities or
Shares, has Beneficial Ownership of twenty percent (20%) or
more of the combined voting power of the outstanding voting
securities or common stock of (x) the Surviving Corporation
if there is no Parent Corporation, or (y) if there is one or
more Parent Corporations, the ultimate Parent Corporation;
(ii) A complete liquidation or dissolution of the Company; or
(iii) The sale or other disposition of all or substantially all of the
assets of the Company to any Person (other than a transfer to a
Related Entity or under conditions that would constitute a
Non-Control Transaction with the disposition of assets being
regarded as a Merger for this purpose or the distribution to the
Company's stockholders of the stock of a Related Entity or any
other assets).
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the then outstanding Shares or
Voting Securities as a result of the acquisition of Shares or Voting Securities
by the Company which, by reducing the number of Shares or Voting Securities then
outstanding, increases the proportional number of shares Beneficially Owned by
the Subject Persons, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of Shares or
Voting Securities by the Company, and after such share acquisition by the
Company, the Subject Person becomes the Beneficial Owner of any additional
Shares or Voting Securities which increases the percentage of the then
outstanding Shares or Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur.
ARTICLE K -- DURATION OF PLAN.
This Plan shall be effective as of January 1, 1994. This Plan will
terminate on December 31, 2003 unless a different termination date is fixed by
the shareholders or by action of the Board but no such termination shall affect
the prior rights under this Plan of the Company or of anyone to whom shares have
been transferred prior to such termination.
Plan adopted November 9, 1993
Plan Amended January 10, 1995
Plan Amended June 11, 1996
Adjusted for August 22, 1997 stock split
Plan amended January 12, 1999
Plan amended July 11, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>
EXHIBIT (11)
<TABLE>
<CAPTION>
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
=============================================
Computation of Earnings Per Share
---------------------------------
Amounts in millions except per share amounts
Years Ended June 30
-----------------------------------------------------------
1996 1997 1998 1999 2000
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
BASIC NET EARNINGS PER SHARE
- ----------------------------
Net earnings $ 3,046 $ 3,415 $ 3,780 $ 3,763 $ 3,542
Deduct preferred stock dividends 103 104 104 109 115
------- ------- ------- ------- -------
Net earnings applicable to common stock $ 2,943 $ 3,311 $ 3,676 $ 3,654 $ 3,427
======= ======= ======= ======= =======
Average number of common shares outstanding 1,372.6 1,360.3 1,343.4 1,328.1 1,313.2
======= ======= ======= ======= =======
Basic net earnings per share $ 2.14 $ 2.43 $ 2.74 $ 2.75 $ 2.61
======= ======= ======= ======= =======
DILUTED NET EARNINGS PER SHARE
- ------------------------------
Net earnings $ 3,046 $ 3,415 $ 3,780 $ 3,763 $ 3,542
Deduct differential - preferred
vs. common dividends 39 32 25 22 18
------- ------- ------- ------- -------
Net earnings applicable to common stock $ 3,007 $ 3,383 $ 3,755 $ 3,741 $ 3,524
======= ======= ======= ======= =======
Average number of common shares outstanding 1,372.6 1,360.3 1,343.4 1,328.1 1,313.2
Add potential effect of:
Exercise of options 19.8 24.8 22.3 21.5 19.7
Conversion of preferred stock 103.8 101.9 99.8 97.2 94.3
------- ------- ------- ------- -------
Average number of common shares
outstanding, assuming dilution 1,496.2 1,487.0 1,465.5 1,446.8 1,427.2
======= ======= ======= ======= =======
Diluted net earnings per share $ 2.01 $ 2.28 $ 2.56 $ 2.59 $ 2.47
======= ======= ======= ======= =======
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>
EXHIBIT (12)
<TABLE>
<CAPTION>
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
=============================================
Computation of Ratio of Earnings to Fixed Charges
-------------------------------------------------
Millions of Dollars
Years Ended June 30
----------------------------------------------------------
1996 1997 1998 1999 2000
------ ------- ------ ------ ------
<S> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED
Earnings from operations before income taxes
after eliminating undistributed earnings
of equity method investees $4,695 $5,274 $5,704 $5,866 $5,474
Fixed charges, excluding capitalized interest 576 534 639 751 811
------ ------ ------ ------ ------
TOTAL EARNINGS, AS DEFINED $5,271 $5,808 $6,343 $6,617 $6,285
====== ====== ====== ====== ======
FIXED CHARGES, AS DEFINED
Interest expense (including capitalized interest) $ 493 $ 457 $ 548 $ 650 $ 792
1/3 of rental expense 92 77 91 101 89
------ ------ ------ ------ ------
TOTAL FIXED CHARGES, AS DEFINED $ 585 $ 534 $ 639 $ 751 $ 881
====== ====== ====== ====== ======
RATIO OF EARNINGS TO FIXED CHARGES 9.0 10.9 9.9 8.8 7.1
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>8
<FILENAME>0008.txt
<TEXT>
EXHIBIT (13)
Annual Report to Shareholders.
(pages 1-4, 13-39 and inside back cover)
DEAR SHAREHOLDERS,
Fiscal 2000 was a tough year. Earnings came in below the goals we had originally
established and felt we could achieve. In our drive to meet changes in the
marketplace -- globalization, the Internet, consolidation among retailers -- we
tried to do too much too fast. As a result, we lost critical balance in several
key areas:
> We grew top-line sales more than we had over the past few years, but
bottom-line earnings growth came in below historical rates.
> We introduced more new brands than during any other period in our history,
but our biggest, most profitable brands didn't grow at acceptable rates.
> We invested for the future -- in new businesses and developing markets --
but some costs grew faster than revenues.
> We made important leadership changes, placing people into new jobs as part
of our organizational restructuring, but we lost continuity in some parts
of the business.
Even in the face of these challenges, our core earnings were above a year ago --
delivering record results.
> Net sales grew 5% on 4% unit volume growth-- very strong improvement over
last year, when volume was flat.
> Net earnings were $3.5 billion or $2.47 per share, compared to $3.8 billion
or $2.59 per share in 1999.
> Core net earnings, which exclude $688 million of Organization 2005 costs,
were $4.2 billion. Core earnings per share grew 4% to $2.95.
While these results demonstrate progress, P&G is capable of delivering better
results. We are confident we can reestablish the balance needed to deliver
top-line revenue growth and bottom-line earnings growth. We have the core
competencies and strengths to win; our new organizational design remains
fundamentally right; and we have a focused plan to drive both sales and profit
growth.
FUNDAMENTALS TO WIN
Our goal is simple: to create the most successful global brands in every
category everywhere we compete. And we have the strengths to do it.
Today P&G has more leading brands than any other consumer products company in
the world. We have strong relationships with our retail customers around the
world. And our innovative people continue to set industry standards.
A.G. Lafley and John E. Pepper [Bottom of page 1, right-hand margin -- picture
of A.G. Lafley and John E. Pepper]
[Top of page 2, left-hand margin -- P&G brands: Pampers, Bounty, Charmin, Tide,
Folgers, Ariel, Downy, Always, Ariel, Pringles, Pantene ProV and Pantene]
TEN P&G BRANDS HAVE BILLION-DOLLAR SALES
BIG LEADERSHIP BRANDS P&G's megabrands generate significant sales and hold
strong leadership positions. Eight brands are global leaders in their
categories. Ten P&G brands each generate over a billion dollars in sales a year
- -- far more billion-dollar brands than our key competitors. Our 10 largest
brands, together, would be a Fortune 100 company. And we have several other
brands already in the market that we believe have billion-dollar potential.
SUPERIOR CUSTOMER RELATIONSHIPS In a recent U.S. survey by Cannondale
Associates, retailers were asked to rank manufacturers on a number of
competencies. P&G was ranked number one in virtually every category:
> "Clearest Company Strategy"
> "Brands Most Important to Retailers"
> "Best Brand Marketers Overall"
> "Most Innovative Marketing Programs"
This high regard by our customers is increasingly important. Today, our top 30
customers represent nearly 45% of our total volume, and we expect them to
account for more than half of our volume by 2005. More importantly, these
customers contributed about two-thirds of our recent volume growth and have a
strong potential to drive future growth.
INNOVATION LEADERSHIP The quality of our people continues to be our most
valuable asset. And that quality is demonstrated by the innovation of our
organization.
> More than 8,000 scientists and researchers are accelerating the pace of new
product and technology invention.
> We have a global innovation network of 18 technical centers in nine
countries on four continents.
> P&G holds more than 27,000 patents and applies for 3,000 more each year --
or roughly 10 a day! In fact, we are among the top 10 patent-producing
companies in the world -- well ahead of any other consumer products
company.
Importantly, innovation isn't limited to products alone. P&G people are
innovative leaders in every part of our business. For example:
> We are pioneering new Internet-based business models. Last year, we
launched our initial Internet brand, reflect.com, the first to offer truly
personalized beauty care products online. This venture is enabling us to
get valuable experience in both Internet marketing and mass customization
of products.
> We led the formation of a consortium of more than 50 companies to create a
consumer products industry marketplace called Transora. This
business-to-business portal will enable companies in our industry to buy
and sell more than $200 billion of supplies and services annually, and will
result in substantial savings for P&G.
What we hope you see from these examples is that P&G -- through the men and
women who make up our Company -- is more than ever an industry innovator and
leader.
RIGHT ORGANIZATION DESIGN
To gain even more value from our basic strengths, we have changed the way we're
organized and the way we work. Our goals were to make it easy for innovation to
flow across the enterprise and around the world; to learn directly from
consumers as early as possible; and to profitably commercialize the best ideas
and inventions quickly.
We're doing all that. Global Business Units flow product innovations across
categories and geographic markets. Market Development Organizations get
initiatives to local markets faster, more creatively, at less cost. And our
Global Business Services organization leverages our size to deliver
better-quality services internally at significantly lower cost to the Company.
We designed our new organization to be global and local at the same time -- a
paradoxical challenge that we believe is key to our future success.
OUR ACTION PLAN FOR PROFITABLE GROWTH
We have learned a lot from our experience over the past year, and have applied
this learning to a four-point plan to drive both sales and profit growth.
First, we are focusing sharply on building our biggest, strongest global brands,
the core of our business. We need to be sure we are consistently growing our
market share on these brands.
Second, we are making tougher choices about investing in new products and new
businesses. We'll use fast-cycle learning techniques to get rapid consumer
validation of our biggest ideas, and commercialize those ideas more quickly
worldwide.
Third, we are working hard to get even more value from our strong customer
relationships. We'll build on this strength by collaborating more closely with
customers. The result will be even more innovative marketing programs for new
and established brands alike.
[Bottom of page 3, right-hand margin, the following is in a graphic box:
P&G'S ACTION PLAN FOR GROWTH
01 BUILD BIG BRANDS
02 INVEST IN INNOVATION
03 DEEPEN CUSTOMER PARTNERSHIPS
04 REDUCE COSTS AND IMPROVE CASH MANAGEMENT]
Fourth, we are placing greater emphasis on rigorous cost control and cash
management. We deployed teams to drive out waste and to find new efficiencies in
overhead management, marketing support and product costs. In addition, we've
renewed our emphasis on capital investment and working-capital efficiency.
We highlight some of our efforts in these areas on pages 8 - 11.
A PASSION FOR WINNING
P&G people are accustomed to being winners and to doing what we commit to do --
or better. We take great pride in our brands, our innovation leadership, our
customer relationships, the trust we've earned from consumers -- and our ability
to deliver steady, reliable growth for our shareholders.
Whenever our leadership in any of these areas is challenged, we take it
seriously. And personally. For example, in the mid-'80s, we faced a significant
financial setback. Earnings for fiscal 1985 declined 29% from the previous year.
Back then we addressed the issues head-on, just as we're doing now. In the 15
years since, sales have grown from $13.6 billion to $40 billion -- a rate of 7%
per year. And profits have increased from a little more than $600 million to
$4.2 billion, an average growth rate of more than 13% per year.
We don't point to these numbers as any kind of forecast, but they do underscore
that we've faced major problems in the past and have overcome them. By
addressing those problems just as we are tackling present issues, we continued
to deliver the leadership levels of growth that both you and we expect from P&G.
We are at our best when working on tough challenges because P&G people have such
a tremendous passion for winning. In fact, that passion is our defining
characteristic as an organization. And it is that passion that will ensure P&G
maintains its rightful place as the preeminent consumer products company in the
world.
/S/JOHN E. PEPPER /S/A.G. LAFLEY
John E. Pepper A.G. Lafley
Chairman of the Board President and Chief Executive
August 1, 2000 August 1, 2000
MANAGEMENT CHANGE
After 30 years of service, Durk I. Jager retired July 1 as chairman, president,
chief executive and a director of P&G. His visionary leadership and many
contributions accelerated the pace of product innovation for the Company. He has
left a legacy of innovation, not only in new brands, but also in areas such as
use of the Internet and strengthening of customer relations. His emphasis on a
culture that reaches out for breakthroughs has provided a strong foundation for
future progress.
FINANCIAL REVIEW
The Procter & Gamble Company and Subsidiaries
RESULTS OF OPERATIONS
The Company's results reflected strong sales growth, with earnings impacted by
higher spending on product initiatives and Organization 2005 costs.
The Company introduced several new brands, expanded strong established brands
into new markets, acquired new businesses and introduced significant product
upgrades on major brands. The increased innovation resulted in significant
investments at a time when commodity costs also increased, currency had a
negative impact, the Company incurred additional costs to transition into its
new global organizational structure and competition reacted strongly to business
initiatives.
Net earnings were $3.54 billion or $2.47 per share compared to $3.76 billion or
$2.59 per share in 1999. Results included charges of $688 million after tax for
current year costs of the Organization 2005 program. Organization 2005 is the
Company's multi-year program designed to realign the organization into global
product-based segments from a geographic structure and change the work processes
and culture.
For the fiscal year, core net earnings, which exclude Organization 2005 costs,
increased 2% to $4.23 billion. Core net earnings per share were $2.95, an
increase of 4% from the prior year. Volume and sales progress drove core
earnings growth, but were partially offset by higher spending, primarily behind
new product initiatives.
Worldwide net sales for the current year were $39.95 billion, an increase of 5%
versus last year. Excluding a negative 2% exchange rate impact, net sales
increased 7% on 4% unit volume growth. This growth reflects strong product
initiative activity, the acquisition of the Iams pet health and nutrition
business and progress on flagship brands, largely in fabric and home care.
Worldwide gross margin was 46.1%, compared to 44.8% in the prior year. Gross
margin includes $496 million in charges related to the Organization 2005
program. These charges consisted primarily of accelerated depreciation, asset
write-downs and employee separation costs. Excluding these charges, gross margin
increased to 47.4%, reflecting the impact of high-performance, premium-priced
initiatives and effective cost management in the face of rising material costs.
Worldwide marketing, research and administrative expense was $12.48 billion
versus $10.85 billion in the prior year. The increase to 31.2% of net sales from
28.4% was primarily due to increased spending on product initiatives.
Organization 2005 costs increased marketing, research and administrative expense
by $318 million, primarily due to employee separation expenses. Excluding these
charges, marketing, research and administrative expense increased 13% over 1999.
Operating income declined by 5%. Excluding the charges for Organization 2005,
operating income improved 1% as business results were supplemented by lower
employee benefit costs reflected in the Corporate segment.
Interest expense increased 11% to $722 million on increased debt, primarily due
to acquisitions and share repurchases. Other income, net, which consists
primarily of interest and investment income, contributed $304 million in the
current year compared to $235 million in the prior year, including impacts of
the Company's ongoing minor brand divestiture program.
The Company's effective tax rate for the year was 36.0%, compared to 35.5% in
the prior year. This change reflects a reduction in the core earnings rate, more
than offset by the impact of tax rate effects from the Organization 2005
program. Excluding Organization 2005 costs and related tax effects, the
effective tax rate was 33.4% compared to 34.4% in the prior year.
Net earnings margin was 8.9% versus 9.9% in the prior year. Excluding the
Organization 2005 charges, core net earnings margin was 10.6%, down from 10.9%
last year, reflecting the strong top-line growth offset by increased spending.
The Company's action plan for the next year focuses on balancing top-line and
bottom-line progress: growing big brands in core categories, investing smartly
in commercialization of innovation, driving out costs and improving cash flow.
THE FOLLOWING PROVIDES PERSPECTIVE ON THE YEAR ENDED JUNE 30, 1999, VERSUS JUNE
30, 1998:
Worldwide net earnings were $3.76 billion in 1999, flat versus $3.78 billion in
1998.
Worldwide net sales in 1999 were $38.13 billion, up 3% from $37.15 billion in
the prior year on flat unit volume. The increase in sales was attributable to
improved pricing in all regions and favorable volume and product mix in North
America, partially offset by exchange impacts. Unfavorable exchange rates,
primarily in Asia and Latin America, depressed sales by 1% for the year.
Worldwide gross margin increased to 44.8% from 43.8% in 1998, reflecting
effective cost savings, primarily in North America. Organization 2005 charges
increased cost of products sold by $443 million in 1999, as a result of asset
write-downs and accelerated depreciation. Excluding these charges, gross margin
increased to 46.0%.
Worldwide marketing, research and administrative expense was 28.4% of net sales,
compared with 27.5% in 1998. The 6% increase in total spending was primarily due
to increased research spending, primarily in the paper and health care
businesses, and increased spending for new initiatives. Organization 2005
charges increased marketing, research and administrative expense by $38 million,
related primarily to employee separation expenses.
Operating income grew 3% in 1999. Excluding the charges for Organization 2005,
operating income grew 11%. These trends reflected sales growth and cost control
efforts. Net earnings margin was 9.9% in 1999 versus 10.2% in 1998. Excluding
the Organization 2005 charges, core net earnings margin in 1999 was 10.9%, the
highest in 58 years.
Interest expense increased 19% to $650 million in 1999, on increased debt, due
mainly to share repurchases. In 1998, interest expense was $548 million. Other
income, net, was $235 million in 1999, versus $201 million in 1998.
The Company's effective tax rate for the year was 35.5%, compared to 33.8% in
1998. The increase reflected a reduction in benefits for research and
development tax credits in North America, which were included in 1998 results,
as well as the impact of various country tax rates on Organization 2005 program
costs. Excluding Organization 2005 program costs and related tax effects, the
tax rate was 34.4%.
Over the last several years, the Company maintained an ongoing program of
simplification and standardization, which included projects to consolidate
selected manufacturing facilities, re-engineer manufacturing and distribution
processes, redesign organizations, simplify product line-ups and divest
non-strategic brands and assets. This program did not have a significant impact
on 1999 or 1998 net earnings. Beginning with the fourth quarter of 1999, the
restructuring aspects of this program were superseded by Organization 2005.
Certain reclassifications of the prior years' amounts have been made to conform
with the current year presentation.
FINANCIAL CONDITION
Cash flow from operations was $4.68 billion, $5.54 billion and $4.89 billion in
2000, 1999 and 1998, respectively. Operating cash flow provided the primary
source of funds to finance operating needs, capital expenditures and shareholder
dividends. Supplemented by additional borrowings, cash flow from operations also
provided funds to finance acquisitions and the share repurchase program.
Cash and cash equivalents decreased $879 million in the current year to $1.42
billion, reflecting acquisition spending and lower net earnings, partially
offset by the issuance of debt. In the prior year, cash and cash equivalents
increased by $745 million to $2.29 billion, reflecting improved earnings,
primarily concentrated in Europe.
Capital expenditures were $3.02 billion in 2000, $2.83 billion in 1999 and $2.56
billion in 1998. Current year expenditures included initiatives and capacity
increases in fabric and home care and paper, including spending on Organization
2005 projects. Capital expenditures are expected to increase in the upcoming
year, behind the Organization 2005 program, including increased capacity. In
1999, capital spending was driven by standardization projects in paper and
capacity expansions in the paper and food and beverage businesses.
Net cash used for acquisitions completed during 2000 totaled $2.97 billion,
primarily related to the acquisitions of The Iams Company and Affiliates,
Recovery Engineering, Inc. and a joint venture ownership increase in China. This
compares to acquisition spending of $137 million in 1999 and $3.27 billion in
1998. Transactions in fiscal 1998 were largely concentrated in paper businesses
and included Tambrands, Inc., the Loreto y Pena paper company in Mexico and the
Ssangyong Paper Company in Korea. The Company also increased ownership of
various joint ventures in Asia and Latin America in 1998.
The Company continues its program to divest certain non-strategic brands in
order to focus resources on core businesses. The proceeds from these and other
asset sales generated $419 million in cash flow in the current year, compared to
$434 million and $555 million in 1999 and 1998, respectively.
The Company maintains a share repurchase program, which authorizes the Company
to purchase shares annually on the open market to mitigate the dilutive impact
of employee compensation programs. The Company also has a discretionary buy-back
program under which it currently intends to repurchase additional outstanding
shares of up to $1 billion per year. Current year purchases under the combined
programs were $1.77 billion, compared to $2.53 billion in 1999 and $1.93 billion
in 1998. The Company issued equity put options in 2000 for 12 million shares at
prices ranging from $60 to $71 per share, which reduce the Company's cash outlay
for share repurchases.
Common share dividends grew 12% to $1.28 per share in 2000, compared to $1.14
and $1.01 in 1999 and 1998, respectively. For the coming year, the annual
dividend rate will increase to $1.40 per common share, marking the 45th
consecutive year of increased common share dividend payments. Total dividend
payments, to both common and preferred shareholders, were $1.80 billion, $1.63
billion and $1.46 billion in 2000, 1999 and 1998, respectively.
Total debt was up $2.75 billion to $12.13 billion, due to the issuance of
long-term debt to fund acquisitions and share repurchases.
Long-term borrowing available under the Company's shelf registration statement
filed in 1995, as amended in July 1997 and September 1999, was $1.87 billion at
June 30, 2000. Additionally, the Company is able to issue commercial paper at
favorable rates and to access general bank financing.
THE FOLLOWING PAGES PROVIDE PERSPECTIVE ON THE COMPANY'S BUSINESS SEGMENTS. THE
COMPANY MOVED TO A GLOBAL PRODUCT-BASED STRUCTURE FROM A GEOGRAPHIC STRUCTURE
EFFECTIVE JULY 1, 1999, AND PRIOR YEARS' RESULTS HAVE BEEN RESTATED FOR THE
CHANGE. PRODUCT-BASED SEGMENT RESULTS EXCLUDE ITEMS THAT ARE NOT INCLUDED IN
MEASURING BUSINESS PERFORMANCE FOR MANAGEMENT REPORTING PURPOSES, MOST NOTABLY
CERTAIN FINANCING, INVESTING AND EMPLOYEE BENEFIT COSTS, GOODWILL AMORTIZATION
AND COSTS RELATED TO THE ORGANIZATION 2005 PROGRAM.
SALES IN COMPANIES OVER WHICH THE COMPANY EXERTS SIGNIFICANT INFLUENCE, BUT DOES
NOT CONTROL THE FINANCIAL AND OPERATING DECISIONS, ARE REPORTED FOR SEGMENT
PURPOSES IN A MANNER SIMILAR TO CONSOLIDATED SUBSIDIARIES. TAXES ARE REFLECTED
IN THE BUSINESSES AT LOCAL STATUTORY TAX RATES. THE EFFECTS OF THESE CONVENTIONS
ARE ELIMINATED IN THE CORPORATE SEGMENT TO RECONCILE TO ACCOUNTING PRINCIPLES
GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA.
FABRIC AND HOME CARE
Net sales for fabric and home care were $12.16 billion, an increase of 7% over
the prior year. Unit volume grew 5%. Excluding foreign exchange impacts,
primarily in Western Europe, sales grew 9%. Net earnings for the segment were
$1.45 billion, down 3% versus year ago.
Fabric and home care represents the Company's largest business segment,
accounting for nearly one third of sales and an even greater percentage of
earnings.
Strong sales growth was spurred by the introduction of new brands and solid base
business performance in North America and Northeast Asia, as well as continued
expansion within the Southern Cone (Brazil, Chile, Argentina) of Latin America.
Despite volume and sales progress, earnings were down, primarily due to
significant investments in product initiatives.
Strong unit volume and sales growth was achieved in North America versus the
prior year. Several new brand initiatives were launched, including Swiffer,
Dryel and Mr. Clean Wipes, along with product upgrades on established brands,
such as Tide. New business sales accounted for approximately half of the growth.
Western Europe posted slight volume increases behind the introductions of
Swiffer and Dryel, as well as the expansion of laundry tablets. Sales declined
as pricing lagged unfavorable exchange trends. Progress in Central and Eastern
Europe was strong following last year's economic crisis in Russia and reflecting
an improved cost structure.
Northeast Asia delivered high double-digit growth on volume and sales, despite a
challenging economic environment. Strength on Ariel and Joy, as well as the
introduction of Febreze in Japan and South Korea, drove the increases.
In 1999, net sales increased 4% over 1998, on flat unit volume. Net earnings
were $1.50 billion, a 6% increase. North America was a strong contributor to
segment results, driving both sales and earnings gains.
PAPER
The paper segment had net sales of $12.04 billion, down 1% from the prior year
on flat unit volume. Excluding the impact of exchange rates, primarily the euro,
sales were up 1%. Excluding the impact of the prior year divestiture of the
Attends adult incontinence brand, unit volume increased 2%.
Net earnings were $1.07 billion, down 16%, reflecting tissues and towel
expansion in Western Europe, investments in new product initiatives on Charmin,
a tough competitive environment in baby care and feminine care businesses,
increased capacity and unfavorable raw and packing material cost trends.
In the current year, tissues and towel volume and sales grew 9% and 7%,
respectively, behind geographic expansion, as well as a major product upgrade on
Charmin. Volume growth was broad-based in all major markets, led by the North
America expansion of Charmin and Bounty. Product introductions in the United
Kingdom contributed to volume progress in Western Europe. In 1999, volume and
sales increased 7%, primarily due to gains in North America and Northeast Asia.
Tissues and towel earnings declined despite volume growth, as rising pulp and
energy prices, combined with investments in geographic expansions and product
initiatives, more than offset volume gains. In addition, two new paper machines
in North America and another in the United Kingdom provided needed capacity, but
resulted in higher start-up costs. Commodity-driven pricing actions were taken
during the last quarter of the year, but were not sufficient to offset the full
year impact of cost increases.
Baby care volume was flat, as significant competitive challenges in Western
Europe offset increases in other markets. Excluding a 3% negative exchange
impact, sales increased 1%. Earnings were affected by increased marketing and
administrative expense. The recent introductions of Pampers One-Ups! wipes and
Luvs Splashwear, the expansion of Pampers into China and planned product
improvements are expected to better position the baby care business by restoring
consumer value in the face of the current price premium versus competition. For
fiscal 1999, pricing actions drove sales up 5% on flat unit volume.
Feminine care volume declined 9%, due primarily to the impact of the prior year
divestiture of the Attends adult incontinence brand. Excluding the divestiture,
volume declined by 3% primarily driven by competitive activity in Northeast
Asia, China and Latin America. Sales decreased 7%. Excluding exchange impacts,
sales declined 4%. Earnings were down due to lower volumes, combined with
product initiative related cost increases primarily in North America and Western
Europe. While unit volume declined 3% in 1999, sales increased marginally.
In 1999, paper net sales increased 4% to $12.19 billion on 1% unit volume
growth, led by tissues and towel and baby care. Net earnings were $1.28 billion,
a 29% increase over 1998, primarily driven by baby care results.
BEAUTY CARE
Net sales in beauty care were $7.39 billion, comparable to the prior year, but
up 1% excluding the impact of unfavorable exchange rates, primarily in Western
Europe. Unit volume declined 2%, impacted by a difficult competitive environment
in key European markets and significant contraction of the market in China. Net
earnings were $894 million, a 3% decrease from the prior year.
Sales in the current year were slightly ahead of volume due to the focus on
high-performance, premium-priced initiatives, including the launch of the
Physique styling-led line, cosmetics and skin care product initiatives and the
expansion of Secret Platinum.
Earnings for the current year reflected the weakness in China and Western Europe
and higher marketing costs associated with the introduction of new products and
initiatives on established brands, which more than offset gains from minor brand
divestitures.
Western Europe was negatively impacted by competitive factors and the euro
devaluation. Plans to restore growth include improved focus on cost control, as
well as the expansion of premium-priced initiatives such as the VS Sassoon and
Head and Shoulders restages and expansion of Olay Total Effects.
China, especially hair care, was challenged by a worsening economic situation,
which fueled the growth of low cost local brands and a higher incidence of
branded product counterfeiting. Going forward, the business will continue to
focus on strengthening brand equities through several upgrades on large brands.
North America increased volume behind premium product introductions. Physique,
positioned as a salon-quality brand, was launched in the last half of the year
and achieved solid share results. The introduction of Old Spice Red Zone and
expansion of Secret Platinum also provided good share results.
In 1999, net sales declined 1% to $7.38 billion on a 5% unit volume drop. Sales
were negatively affected by the financial crisis in Eastern Europe, as well as
competitive activity and the impact of divestitures of non-strategic brands in
Western Europe. Net earnings were $917 million, a 9% increase from 1998,
reflecting favorable pricing and steady progress on cost control.
HEALTH CARE
Health care net sales were $3.91 billion, with growth primarily coming from
acquisitions. Volume and sales increased 34% and 36%, respectively, versus the
prior year. Unfavorable exchange rates impacted sales by 2%. Net earnings were
$335 million, a 38% increase over 1999. Excluding the impact of acquisitions,
health care delivered sales growth of 4% despite a 2% volume decline, while
earnings increased 17%.
The Iams Company posted record results, doubling distribution with the expansion
into new retail channels. Beyond the channel expansion, Iams introduced several
successful product initiatives.
Health care sales in North America grew behind strong consumption, favorable
pricing and volume progress in pharmaceuticals. Oral care volume gains were
driven by the launches of Crest MultiCare Advanced Cleaning and other premium
dentifrice products.
Actonel (risedronate sodium tablets) 5 mg., the Company's first major
prescription drug, was launched in the fourth quarter. Actonel is a
bisphosphonate for the prevention and treatment of osteoporosis and is the only
therapy proven to significantly reduce spinal fractures in one year. A milestone
payment received upon FDA approval of Actonel was essentially offset by launch
costs in the current year. The launch is off to a good start in the United
States, United Kingdom and Germany, with launches planned shortly in four more
countries.
Western Europe depressed sales, primarily due to the weak euro and lower volume.
The Actonel launch is expected to impact Western Europe results more
significantly next fiscal year.
In 1999, net sales were flat versus the prior year at $2.88 billion on a 3% unit
volume reduction. Net earnings were $242 million, a 4% increase over 1998.
Earnings progress reflected a shift toward higher-margin pharmaceutical sales
and pricing, mitigated by investments in product launches.
FOOD AND BEVERAGE
Food and beverage net sales were flat versus last year at $4.63 billion,
including a 1% negative exchange impact. Unit volume also was flat. Excluding
the prior year divestiture of Hawaiian Punch, unit volume increased 5% behind
strong growth in Western Europe and Northeast Asia, partially due to the
expansion of Pringles. Net earnings increased to $364 million, up 11% versus
last year, primarily due to gross margin improvement.
Results in North America reflected significant competitive activity,
particularly in coffee and snacks. Initiative launches helped drive volume,
partially offsetting the impact of the Hawaiian Punch divestiture. Despite
product cost savings, earnings were impacted by marketing costs and other
spending increases.
Unit volume in Western Europe achieved double-digit growth with the successful
expansion of Pringles. Juice volume suffered due to a temporary public relations
setback with Sunny Delight in the United Kingdom that has now been addressed.
Recent launches in France and Spain are expected to improve volume progress,
along with additional launches in Western Europe.
Northeast Asia posted double-digit progress on volume and sales driven by
renewed strength in the snacks business, as well as strengthening of the
Japanese yen.
In 1999, net sales increased 1% to $4.66 billion, on a 4% volume increase. Net
earnings were $328 million, a 12% increase versus $294 million in 1998, which
included significant initiative related spending.
CORPORATE
The Corporate segment includes both operating and non-operating elements, such
as: financing and investing activities, goodwill amortization, employee benefit
costs, charges related to restructuring (including the Organization 2005
program), segment eliminations and other general corporate items.
Corporate sales reflected adjustments to reconcile management reporting
conventions to accounting principles generally accepted in the United States of
America.
Corporate results reflected increased charges from Organization 2005 and
goodwill amortization, partially offset by lower corporate costs, including
reduced employee benefit costs and the proceeds of a patent litigation
settlement with Paragon Trade Brands, Inc.
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company is exposed to market risks, such as changes in interest rates,
currency exchange rates and commodity prices. To manage the volatility relating
to these exposures, the Company nets the exposures on a consolidated basis to
take advantage of natural offsets. For the residual portion, the Company enters
into various derivative transactions pursuant to the Company's policies in areas
such as counterparty exposure and hedging practices. The financial impacts of
these hedging instruments are offset in part or in whole by corresponding
changes in the underlying exposures being hedged. The Company does not hold or
issue derivative financial instruments for trading purposes. Note 6 to the
consolidated financial statements includes a discussion of the Company's
accounting policies for financial instruments.
Derivative positions are monitored using techniques including market value,
sensitivity analysis and value at risk modeling. The tests for interest rate and
currency rate exposures discussed below are based on a variance/co-variance
value at risk model using a one year horizon and a 95% confidence level. The
model incorporates the impact of correlation and diversification from holding
multiple currency and interest rate instruments, assumes that financial returns
are normally distributed and approximates the financial return for options and
other non-linear instruments. Estimates of volatility and correlations of market
factors are drawn from the RiskMetric(TM) dataset as of June 30, 2000. In cases
where data is unavailable in RiskMetrics(TM) a reasonable proxy is included.
The Company's market risk exposures relative to interest and currency rates, as
discussed below, have not changed materially versus the previous reporting
period. In addition, the Company is not aware of any facts or circumstances that
would significantly impact such exposures in the near term.
INTEREST RATE EXPOSURE
Interest rate swaps are used to hedge underlying debt obligations. Certain
currency interest rate swaps are designated as hedges of the Company's foreign
net investments.
Based on the Company's overall interest rate exposure as of and during the year
ended June 30, 2000, including derivative and other instruments sensitive to
interest rates, a near-term change in interest rates, at a 95% confidence level
based on historical interest rate movements, would not materially affect the
Company's financial statements.
CURRENCY RATE EXPOSURE
The Company manufactures and sells its products in a number of countries
throughout the world and, as a result, is exposed to movements in foreign
currency exchange rates. The Company's major foreign currency exposures involve
the markets in Western and Eastern Europe, Asia and Mexico. The primary purpose
of the Company's foreign currency hedging activities is to manage the volatility
associated with foreign currency purchases of materials and other assets and
liabilities created in the normal course of business. Corporate policy
prescribes the range of allowable hedging activity. The Company primarily
utilizes forward exchange contracts and purchased options with maturities of
less than eighteen months.
In addition, the Company enters into certain foreign currency swaps to hedge
intercompany financing transactions. The Company also utilizes purchased foreign
currency options with maturities of generally less than eighteen months and
forward exchange contracts to hedge against the effect of exchange rate
fluctuations on royalties and income from international operations.
Based on the Company's overall currency rate exposure as of and during the year
ended June 30, 2000, including derivative and other instruments sensitive to
foreign currency movements, a near-term change in currency rates, at a 95%
confidence level based on historical currency rate movements, would not
materially affect the Company's financial statements.
COMMODITY PRICE EXPOSURE
Raw materials used by the Company are subject to price volatility caused by
weather, supply conditions, political and economic variables and other
unpredictable factors. The Company uses futures and options contracts, primarily
in food and beverage products, to manage the volatility related to certain of
these exposures. Commodity hedging activity is not material to the Company's
financial statements.
ORGANIZATION 2005
As also discussed in Note 2 to the consolidated financial statements, effective
July 1, 1999, the Company reorganized its operations, moving from a geographic
structure to product-based Global Business Units.
This Organization 2005 program is designed to realign the organizational
structure, work processes and culture to commercialize innovations faster and
drive growth. This involves Global Business Units streamlining decision making
to quickly flow innovation across categories and geographies, Market Development
Organizations getting initiatives to market faster and more efficiently, and
Global Business Services leveraging scale to deliver services at significantly
lower cost.
To achieve this, changes are required to administrative and manufacturing
operations. As announced in June 1999, the Company has undertaken a multi-year
program to consolidate and standardize manufacturing operations, reduce
enrollment and effect other actions integral to the Organization 2005
objectives.
The cost of this program is estimated to be $2.1 billion after tax over a six
year period. Based on the nature and duration of the Organization 2005 program,
costs incurred in future years are subject to varying degrees of estimation for
key assumptions, such as normal employee attrition levels, the actual timing of
the execution of plans and other variables. The estimated cost of the program
has increased approximately $200 million after tax since its announcement,
primarily due to refinement of estimates associated with the legal and
organizational restructuring of the Company and expansion of certain
manufacturing consolidation plans.
Significant savings are expected to begin accruing next fiscal year, reaching
going annual levels of approximately $1.2 billion after tax by fiscal 2004. This
annual savings estimate has increased by approximately $300 million since
announcement of the program, primarily due to the savings associated with the
legal and organizational restructuring, which yields substantial tax and other
savings.
The Company recorded Organization 2005 charges of $814 million ($688 million
after tax) and $481 million ($385 million after tax) in 2000 and 1999,
respectively. These charges were recorded in the Corporate segment for
management and external reporting purposes, although they affected substantially
all business units. Savings for the current year were approximately $65 million
after tax, with no individual business unit significantly impacted. Estimated
costs for fiscal 2001 are $750 million ($550 million after tax). The balance of
the charges are not expected to materially affect any single year, and savings
are expected to offset the charges.
Costs under Organization 2005 were related primarily to separation and
relocation of employees as well as streamlining manufacturing facilities,
including consolidations, closures and standardization projects. Certain other
costs directly related to Organization 2005 also were included.
The non-cash costs of the program primarily were related to manufacturing
consolidations and asset write-downs. These accounted for 62% and 88% of charges
in 2000 and 1999, respectively. Approximately 30% of future charges are expected
to be non-cash. Cash requirements of the program, including capital spending
requirements, will be met through normal operating cash flow.
Approximately 45% of the plant and production module closings have occurred to
date, with the majority of the remainder expected to be completed in fiscal
2001.
Employee separation charges were $153 million ($102 million after tax) and $45
million ($29 million after tax) in 2000 and 1999, respectively. These costs
related to severance packages for approximately 2,800 people in 2000 and 400
people in 1999, with all geographies and businesses impacted. The predominantly
voluntary packages were formula driven, based on salary levels and past service.
Severance costs related to voluntary separations were charged to earnings when
the employee accepted the offer and were reflected in cost of products sold for
manufacturing employees and in marketing, research and administrative expense
for all other employees.
The streamlined work processes and manufacturing consolidations under
Organization 2005 are expected to affect approximately 15,000 jobs over six
years (fiscal 1999 through 2004). The majority of the remaining separation costs
are expected to occur by 2002, although additional costs will continue
throughout the program. Net enrollment is expected to decline by less than the
total separations, as terminations will be partially offset through increased
enrollment at remaining sites and acquisition impacts.
Asset write-downs were $64 million ($43 million after tax) in 2000 and $217
million ($142 million after tax) in 1999. The 2000 charges related to assets
held for sale or disposal and represented excess capacity that is in the process
of being removed from service. Such assets were written down to the lower of
their current carrying basis or net amounts expected to be realized upon
disposal. In the prior year, the charges primarily related to manufacturing
assets that were expected to operate at levels significantly below their
capacity because of a shift in global strategy enabled by Organization 2005, as
well as demand trends below expectations. Because the expected cash flows of
those assets were estimated to be less than their carrying values, the assets
were written down to estimated fair value as determined using discounted cash
flows. The remainder of the 1999 charges related to assets held for sale. Asset
write-downs will not have a significant impact on future depreciation charges.
Charges for accelerated depreciation were $386 million ($335 million after tax)
in 2000 and $208 million ($206 million after tax) in 1999. The charges for
accelerated depreciation related to long-lived assets that will be taken out of
service prior to the end of their normal service period due to manufacturing
consolidations, technology standardization and plant closures. The Company has
shortened the estimated useful lives of such assets, resulting in an
acceleration of depreciation. The underlying plant closures and consolidations
will impact substantially all businesses. Accelerated depreciation charges are
expected to be approximately $250 million in 2001. Both asset write-downs and
accelerated depreciation are charged to cost of products sold.
Other costs were $211 million ($208 million after tax) and $11 million ($8
million after tax) in 2000 and 1999, respectively. These costs were incurred as
a direct result of Organization 2005 and were expensed as incurred. The nature
of the costs included training, relocation, tax and other incremental costs
relating to establishment of Global Business Services and the new legal and
organizational structure of Organization 2005. Such before-tax costs were
primarily charged to marketing, research and administrative expense and were
included in the Corporate segment. Charges for other costs are expected to be
approximately $225 million in 2001.
Most charges under Organization 2005 are paid shortly after accrual or charged
directly to the related assets. The reserve balances at June 30, 2000 and 1999
were $88 million and $44 million, respectively.
FORWARD-LOOKING STATEMENT
The Company has made and will make certain forward-looking statements in the
Annual Report and in other contexts relating to volume growth, increases in
market shares, Organization 2005, financial goals and cost reduction, among
others.
These forward-looking statements are based on assumptions and estimates
regarding competitive activity, pricing, product introductions, economic
conditions, technological innovation, currency movements, governmental action
and the development of certain markets. Among the key factors necessary to
achieve the Company's goals are: (1) the successful implementation of
Organization 2005, including achievement of expected cost and tax savings and
successful management of organizational and work process restructuring; (2) the
ability to achieve business plans, including volume growth and pricing plans,
despite high levels of competitive activity; (3) the ability to maintain key
customer relationships; (4) the achievement of growth in significant developing
markets such as China, Mexico, the Southern Cone of Latin America and the
countries of Central and Eastern Europe; (5) the ability to successfully manage
regulatory, tax and legal matters, including resolution of pending matters
within current estimates; (6) the successful execution of planned minor brand
divestitures; (7) the ability to successfully implement cost improvement plans
in manufacturing and overhead areas; and (8) the ability to successfully manage
currency, interest rate and certain commodity cost exposures. 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.
RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Procter & Gamble Company and Subsidiaries
Consolidated financial statements and financial information included in this
report are the responsibility of Company management. This includes preparing the
statements in accordance with accounting principles generally accepted in the
United States and necessarily includes estimates based on management's best
judgments.
To help insure the accuracy and integrity of Company financial data,
management maintains internal controls designed to provide reasonable assurance
that transactions are executed as authorized and accurately recorded and that
assets are properly safeguarded. These controls are monitored by an ongoing
program of internal audits. These audits are supplemented by a self-assessment
program that enables individual organizations to evaluate the effectiveness of
their controls. Careful selection of employees and appropriate divisions of
responsibility are designed to achieve control objectives. The Company's
"Worldwide Business Conduct Manual" sets forth management's commitment to
conduct its business affairs with the highest ethical standards.
Deloitte & Touche, independent public accountants, have audited and
reported on the Company's consolidated financial statements. Their audits were
performed in accordance with auditing standards generally accepted in the United
States of America.
The Board of Directors, acting through its Audit Committee composed
entirely of outside directors, oversees the adequacy of internal controls. The
Audit Committee meets periodically with representatives of Deloitte & Touche and
internal financial management to review internal control, auditing and financial
reporting matters. The independent auditors and the internal auditors also have
full and free access to meet privately with the Audit Committee.
/S/JOHN E. PEPPER /S/A. G. LAFLEY /S/CLAYTON C. DALEY, JR.
John E. Pepper A. G. Lafley Clayton C. Daley Jr.
Chairman of the Board President and Chief Executive Chief Financial Officer
INDEPENDENT AUDITORS' REPORT
DELOITTE 250 East Fifth Street
& TOUCHE Cincinnati, Ohio 45202
To the Board of Directors and Shareholders of The Procter & Gamble Company:
We have audited the accompanying consolidated balance sheets of The Procter &
Gamble Company and subsidiaries as of June 30, 2000 and 1999 and the related
consolidated statements of earnings, shareholders' equity and cash flows for
each of the three years in the period ended June 30, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company at June 30, 2000
and 1999 and the results of its operations and cash flows for each of the three
years in the period ended June 30, 2000, in conformity with accounting
principles generally accepted in the United States of America.
/S/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
August 1, 2000
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
The Procter & Gamble Company and Subsidiaries
Amounts in millions except per share amounts Years Ended June 30
-------------------------------
2000 1999 1998
=======================================================================================
<S> <C> <C> <C>
NET SALES $39,951 $38,125 $37,154
Cost of products sold 21,514 21,027 20,896
Marketing, research and administrative expense 12,483 10,845 10,203
- ---------------------------------------------- ------- ------- -------
OPERATING INCOME 5,954 6,253 6,055
Interest expense 722 650 548
Other income, net 304 235 201
- ---------------------------------------------- ------- ------- -------
EARNINGS BEFORE INCOME TAXES 5,536 5,838 5,708
Income taxes 1,994 2,075 1,928
- ---------------------------------------------- ------- ------- -------
NET EARNINGS(1) $ 3,542 $ 3,763 $ 3,780
============================================== ======= ======= =======
BASIC NET EARNINGS PER COMMON SHARE(1) $ 2.61 $ 2.75 $ 2.74
DILUTED NET EARNINGS PER COMMON SHARE(1) $ 2.47 $ 2.59 $ 2.56
DIVIDENDS PER COMMON SHARE $ 1.28 $ 1.14 $ 1.01
============================================== ======= ======= =======
<FN>
(1) Net earnings include an after-tax charge for Organization 2005 of $688 in
2000 and $385 in 1999. Basic and diluted net earnings per share include
Organization 2005 charges of $.52 and $.48 in 2000 and $.29 and $.26 in
1999, respectively.
</FN>
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<TABLE>
CONSOLIDATED BALANCE SHEETS
The Procter & Gamble Company and Subsidiaries
<CAPTION>
Amounts in millions June 30
---------------------
2000 1999
=======================================================================================
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,415 $ 2,294
Investment securities 185 506
Accounts receivable 2,910 2,940
INVENTORIES
Materials and supplies 1,254 1,176
Work in process 394 375
Finished goods 1,842 1,787
- --------------------------------------------------------- ------- -------
TOTAL INVENTORIES 3,490 3,338
Deferred income taxes 309 621
Prepaid expenses and other current assets 1,760 1,659
- --------------------------------------------------------- ------- -------
TOTAL CURRENT ASSETS 10,069 11,358
PROPERTY, PLANT AND EQUIPMENT
Buildings 4,259 3,885
Machinery and equipment 18,366 16,953
Land 596 562
- --------------------------------------------------------- ------- -------
23,221 21,400
Accumulated depreciation (9,529) (8,774)
- --------------------------------------------------------- ------- -------
TOTAL PROPERTY, PLANT AND EQUIPMENT 13,692 12,626
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill 9,080 7,062
Trademarks and other intangible assets 1,305 1,115
- --------------------------------------------------------- ------- -------
10,385 8,177
Accumulated amortization (1,599) (1,355)
- --------------------------------------------------------- ------- -------
TOTAL GOODWILL AND OTHER INTANGIBLE ASSETS 8,786 6,822
OTHER NON-CURRENT ASSETS 1,647 1,307
- --------------------------------------------------------- ------- -------
TOTAL ASSETS $34,194 $32,113
========================================================= ======= =======
<CAPTION>
Amounts in millions June 30
---------------------
2000 1999
=======================================================================================
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,209 $ 2,300
Accrued and other liabilities 3,721 4,083
Taxes payable 925 1,228
Debt due within one year 3,210 3,150
- --------------------------------------------------------- ------- -------
TOTAL CURRENT LIABILITIES 10,065 10,761
LONG-TERM DEBT 8,916 6,231
DEFERRED INCOME TAXES 625 362
OTHER NON-CURRENT LIABILITIES 2,301 2,701
- --------------------------------------------------------- ------- -------
TOTAL LIABILITIES 21,907 20,055
- --------------------------------------------------------- ------- -------
SHAREHOLDERS' EQUITY
Convertible Class A preferred stock,
stated value $1 per share
(600 shares authorized) 1,737 1,781
Non-Voting Class B preferred stock,
stated value $1 per share
(200 shares authorized) -- --
Common stock, stated value $1 per share
(5,000 shares authorized; shares outstanding:
2000 - 1,305.9 and 1999 - 1,319.8) 1,306 1,320
Additional paid-in capital 1,794 1,337
Reserve for Employee Stock Ownership Plan debt retirement (1,418) (1,552)
Accumulated other comprehensive income (1,842) (1,606)
Retained earnings 10,710 10,778
- --------------------------------------------------------- ------- -------
TOTAL SHAREHOLDERS' EQUITY 12,287 12,058
- --------------------------------------------------------- ------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $34,194 $32,113
========================================================= ======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
The Procter & Gamble Company and Subsidiaries
Accumulated
Addi- Other Total
Common tional Reserve for Compre- Compre-
Dollars in Millions/ Shares Common Preferred Paid-in ESOP Debt hensive Retained hensive
Shares in Thousands Outstanding Stock Stock Capital Retirement Income Earnings Total Income
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE JUNE 30, 1997 1,350,843 $1,351 $1,859 $ 559 $(1,634) $ (819) $10,730 $12,046
- ------------------------------- --------- ------ ------ ------ ------- ------- ------- -------
Net earnings 3,780 3,780 $3,780
Other comprehensive income:
Currency translation, net
of $25 tax (536) (536) (536)
Other, net of tax (2) (2) (2)
------
Total comprehensive income $3,242
======
Dividends to shareholders:
Common (1,358) (1,358)
Preferred, net of tax
benefit (104) (104)
Treasury purchases (24,716) (25) (1,904) (1,929)
Employee plan issuances 8,777 9 312 321
Preferred stock conversions 2,557 2 (38) 36 -
ESOP debt guarantee reduction 18 18
- ------------------------------- --------- ------ ------ ------ ------- ------- ------- -------
BALANCE JUNE 30, 1998 1,337,461 1,337 1,821 907 (1,616) (1,357) 11,144 12,236
- ------------------------------- --------- ------ ------ ------ ------- ------- ------- -------
Net earnings 3,763 3,763 $3,763
Other comprehensive income:
Currency translation, net
of $4 tax (232) (232) (232)
Other, net of tax (17) (17) (17)
------
Total comprehensive income $3,514
======
Dividends to shareholders:
Common (1,517) (1,517)
Preferred, net of tax
benefit (109) (109)
Treasury purchases (29,924) (30) (2,503) (2,533)
Employee plan issuances 9,605 10 393 403
Preferred stock conversions 2,612 3 (40) 37 -
ESOP debt guarantee reduction 64 64
- ------------------------------- --------- ------ ------ ------ ------- ------- ------- -------
BALANCE JUNE 30, 1999 1,319,754 1,320 1,781 1,337 (1,552) (1,606) 10,778 12,058
- ------------------------------- --------- ------ ------ ------ ------- ------- ------- -------
Net earnings 3,542 3,542 $3,542
Other comprehensive income:
Currency translation, net
of $88 tax (299) (299) (299)
Other, net of tax 63 63 63
------
Total comprehensive income $3,306
======
Dividends to shareholders:
Common (1,681) (1,681)
Preferred, net of tax
benefit (115) (115)
Treasury purchases (24,296) (24) 72(1) (1,814) (1,766)
Employee plan issuances 7,592 7 344 351
Preferred stock conversions 2,817 3 (44) 41 -
ESOP debt guarantee reduction 134 134
- ------------------------------- --------- ------ ------ ------ ------- ------- ------- -------
BALANCE JUNE 30, 2000 1,305,867 $1,306 $1,737 $1,794 $(1,418) $(1,842) $10,710 $12,287
=============================== ========= ====== ====== ====== ======= ======= ======= =======
<FN>
(1) Premium on equity put options.
</FN>
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
The Procter & Gamble Company and Subsidiaries
Amounts in millions Years Ended June 30
-----------------------------------------
2000 1999 1998
========================================================================================================================
<S> <C> <C> <C>
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR $2,294 $ 1,549 $ 2,350
- ------------------------------------------------------------ ------- -------- --------
OPERATING ACTIVITIES
Net earnings 3,542 3,763 3,780
Depreciation and amortization 2,191 2,148 1,598
Deferred income taxes 463 (60) (101)
Change in accounts receivable 64 (207) 42
Change in inventories (176) (96) (229)
Change in accounts payable, accrued and other liabilities (883) 792 (3)
Change in other operating assets and liabilities (404) (926) (65)
Other (122) 130 (137)
- ------------------------------------------------------------ ------- -------- --------
TOTAL OPERATING ACTIVITIES 4,675 5,544 4,885
- ------------------------------------------------------------ ------- -------- --------
INVESTING ACTIVITIES
Capital expenditures (3,018) (2,828) (2,559)
Proceeds from asset sales 419 434 555
Acquisitions (2,967) (137) (3,269)
Change in investment securities 221 356 63
- ------------------------------------------------------------ ------- -------- --------
TOTAL INVESTING ACTIVITIES (5,345) (2,175) (5,210)
- ------------------------------------------------------------ ------- -------- --------
FINANCING ACTIVITIES
Dividends to shareholders (1,796) (1,626) (1,462)
Change in short-term debt 243 689 1,315
Additions to long-term debt 4,196 986 1,970
Reductions of long-term debt (1,409) (334) (432)
Proceeds from stock options 336 212 158
Treasury purchases (1,766) (2,533) (1,929)
- ------------------------------------------------------------ ------- -------- --------
TOTAL FINANCING ACTIVITIES (196) (2,606) (380)
- ------------------------------------------------------------ ------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (13) (18) (96)
- ------------------------------------------------------------ ------- -------- --------
CHANGE IN CASH AND CASH EQUIVALENTS (879) 745 (801)
- ------------------------------------------------------------ ------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR $1,415 $ 2,294 $ 1,549
============================================================ ======= ======== ========
SUPPLEMENTAL DISCLOSURE
Cash payments for:
Interest, net of amount capitalized $ 700 $ 640 $ 536
Income taxes 1,712 1,743 1,873
Liabilities assumed in acquisitions 236 38 808
============================================================ ======= ======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Procter & Gamble Company and Subsidiaries
Millions of dollars except per share amounts
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: The consolidated financial statements include The Procter
& Gamble Company and its controlled subsidiaries (the Company). Investments in
companies over which the Company exerts significant influence, but does not
control the financial and operating decisions, are accounted for using the
equity method. These investments are managed as integral parts of the Company's
business units, and segment reporting reflects such investments as consolidated
subsidiaries.
USE OF ESTIMATES: Preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying disclosures.
These estimates are based on management's best knowledge of current events and
actions the Company may undertake in the future. Actual results may ultimately
differ from estimates.
NEW PRONOUNCEMENTS: In June 1998, the FASB issued Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities." This statement will be
adopted effective July 1, 2000, but is not expected to materially impact the
Company's financial statements.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin 101, "Revenue Recognition in Financial Statements." The effective date
has been deferred pending additional interpretive guidance. Based on current
interpretations, no material impact on the Company's financial statements is
anticipated.
CURRENCY TRANSLATION: Financial statements of subsidiaries outside the U.S.
generally are measured using the local currency as the functional currency.
Adjustments to translate those statements into U.S. dollars are accumulated in a
separate component of shareholders' equity. For subsidiaries operating in highly
inflationary economies, the U.S. dollar is the functional currency.
Remeasurement adjustments for highly inflationary economies and other
transactional exchange gains and losses are reflected in earnings.
CASH EQUIVALENTS: Highly liquid investments with maturities of three months or
less when purchased are considered cash equivalents.
INVENTORY VALUATION: Inventories are valued at cost, which is not in excess of
current market price. Cost is primarily determined by either the average cost or
the first-in, first-out method. The replacement cost of last-in, first-out
inventories exceeded carrying value by approximately $83 and $100 at June 30,
2000 and 1999, respectively.
GOODWILL AND OTHER INTANGIBLE ASSETS: The cost of intangible assets is
amortized, principally on a straight-line basis, over the estimated periods
benefited, generally forty years for goodwill and periods ranging from three to
forty years for other intangible assets. The realizability of goodwill and other
intangibles is evaluated periodically when events or circumstances indicate a
possible inability to recover the carrying amount. Such evaluation is based on
various analyses, including cash flow and profitability projections that
incorporate the impact of the Company's existing businesses. The analyses
necessarily involve significant management judgment to evaluate the capacity of
an acquired business to perform within projections. Historically, the Company
has generated sufficient returns from acquired businesses to recover the cost of
the goodwill and other intangible assets.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are recorded at
cost reduced by accumulated depreciation. Depreciation expense is based on
estimated useful lives using the straight-line method. Estimated useful lives
are periodically reviewed, and where warranted, changes are made that result in
an acceleration of depreciation.
FAIR VALUES OF FINANCIAL INSTRUMENTS: Fair values of cash equivalents, short and
long-term investments and short-term debt approximate cost. The estimated fair
values of other financial instruments, including debt, equity and risk
management instruments, have been determined using available market information
and valuation methodologies, primarily discounted cash flow analysis. These
estimates require considerable judgment in interpreting market data, and changes
in assumptions or estimation methods may significantly affect the fair value
estimates.
RECLASSIFICATIONS: Certain reclassifications of prior years' amounts have been
made to conform with the current year presentation.
NOTE 2. ORGANIZATION 2005
In June 1999, the Board of Directors approved a multi-year restructuring program
in conjunction with the Company's Organization 2005 initiative.
Due to the nature and duration of this program, the timing and amount of
estimated costs and savings require significant judgment and may change over
time. Based on current expectations, the total cost of the program is estimated
to be $2.7 billion ($2.1 billion after tax) over a six year period (fiscal 1999
through fiscal 2004).
The costs of this program primarily relate to separation and relocation of
employees and streamlining manufacturing capabilities, including consolidation
and closure. Certain other costs directly related to Organization 2005 also are
included.
Charges for the program were $814 ($688 after tax) and $481 ($385 after tax) in
2000 and 1999, respectively. Estimated costs for fiscal 2001 are $750 ($550
after tax). The balance of the charges are not expected to materially affect any
single year, and savings are expected to offset the charges. All charges for the
program are reflected in the Corporate segment for management and external
reporting.
The before-tax amounts consisted of the following:
<TABLE>
<CAPTION>
Asset Accelerated
Separations Write-Downs Depreciation Other Total
====================================================================================
<C> <C> <C> <C> <C> <C>
1999:
Charges $ 45 $ 217 $ 208 $ 11 $ 481
Cash spent (10) -- -- (2) (12)
Charged against
assets -- (217) (208) -- (425)
- --------------- ------------ ------------ ------------- ------ ------
Reserve balance
June 30, 1999 35 -- -- 9 44
- --------------- ------------ ------------ ------------- ------ ------
2000:
Charges 153 64 386 211 814
Cash spent (100) -- -- (220) (320)
Charged against
assets -- (64) (386) -- (450)
- --------------- ------------ ------------ ------------- ------ ------
Reserve balance
June 30, 2000 88 -- -- -- 88
=============== ============ ============ ============= ====== ======
</TABLE>
Employee separation charges related to severance packages for approximately
2,800 people in 2000 and 400 people in 1999. The packages are predominantly
voluntary and are formula driven based on salary levels and past service.
Severance costs related to voluntary separations are charged to earnings when
the employee accepts the offer.
Asset write-downs related primarily to assets held for sale or disposal and
represented excess capacity that is in the process of being removed from service
or disposed. These assets were written down to the lower of their current
carrying basis or amounts expected to be realized upon disposal, less minor
disposal costs. The balance of the asset write-downs related primarily to
manufacturing assets that are expected to operate at levels significantly below
their capacity. The projected cash flows from such assets over their remaining
useful lives are now estimated to be less than their current carrying values;
therefore, the assets were written down to estimated fair value as determined
using discounted cash flows. The asset write-downs charged to earnings will not
have a significant impact on future depreciation charges.
Charges for accelerated depreciation related to long-lived assets that will be
taken out of service prior to the end of their normal service period due to
manufacturing consolidations, technology standardization and plant closures. The
Company has shortened the estimated useful lives of such assets, resulting in
accelerated depreciation.
Other costs included primarily relocation, training costs and legal entity
restructuring costs directly related to the Organization 2005 initiative.
NOTE 3. ACQUISITIONS
In 2000, the Company acquired The Iams Company and Affiliates for approximately
$2,222 in cash. Other acquisitions in 2000 totaled $745 and consisted primarily
of Recovery Engineering, Inc. and a joint venture ownership increase in China.
The 2000 acquisitions were accounted for using the purchase method, and resulted
in goodwill of $2,508. Purchase acquisitions in 1999 totaled $137. In 1998, the
Company acquired Tambrands, Inc., and its leading brand, Tampax, for
approximately $1,844 in cash. Other acquisitions in 1998 totaled $1,425 and
included the acquisition of paper businesses and increased ownership in various
ventures in Latin America and Asia. The 1998 acquisitions, all of which were
accounted for using the purchase method, resulted in goodwill of $3,335.
NOTE 4. SUPPLEMENTAL FINANCIAL INFORMATION
June 30
--------------------
2000 1999
===============================================================
ACCRUED AND OTHER LIABILITIES
Marketing expenses $1,142 $1,094
Compensation expenses 462 449
Other 2,117 2,540
- ----------------------------- --------- ----------
3,721 4,083
===============================================================
OTHER NON-CURRENT LIABILITIES
Other Postretirement benefits $ 824 $1,081
Pension benefits 975 926
Other 502 694
- ----------------------------- --------- ----------
2,301 2,701
===============================================================
SELECTED OPERATING EXPENSES
Research and development costs are charged to earnings as incurred and were
$1,899 in 2000, $1,726 in 1999 and $1,546 in 1998. Advertising costs are charged
to earnings as incurred and were $3,667 in 2000, $3,538 in 1999 and $3,704 in
1998.
NET EARNINGS PER COMMON SHARE
Net earnings less preferred dividends (net of related tax benefits) are divided
by the weighted average number of common shares outstanding during the year to
calculate basic net earnings per common share. Diluted net earnings per common
share are calculated to give effect to stock options and convertible preferred
stock.
Basic and diluted net earnings per share are reconciled as follows:
Years Ended June 30
-------------------------
2000 1999 1998
=============================================================
Net earnings available to
common shareholders $3,427 $3,654 $3,676
Effect of dilutive securities
Preferred dividends, net of
tax benefit 115 109 104
Preferred dividend impact on
funding of ESOP (18) (22) (25)
- ------------------------------- ------- -------- --------
Diluted net earnings 3,524 3,741 3,755
=============================================================
Years Ended June 30
--------------------------
Shares in Thousands 2000 1999 1998
=============================================================
Basic weighted average
common shares outstanding 1,313.2 1,328.1 1,343.4
Effect of dilutive securities
Conversion of preferred shares 94.3 97.2 99.8
Exercise of stock options 19.7 21.5 22.3
- -------------------------------- -------- -------- --------
Diluted weighted average
common shares outstanding 1,427.2 1,446.8 1,465.5
=============================================================
EQUITY PUT OPTIONS
During April 2000, the Company entered into a series of equity put options on
its common stock. These agreements will be settled on a physical or net-share
basis at the Company's option and expire in the October-December 2000 quarter.
The premium received from the sale of the instruments was credited to equity and
reduces the Company's cash outlay for share repurchases.
As of June 30, 2000, put options equivalent to 12 million common shares were
outstanding at prices ranging from $60 to $71 per share. The impact on diluted
earnings per share is immaterial.
NOTE 5. SHORT-TERM AND LONG-TERM DEBT
June 30
------------------
2000 1999
==============================================================
Short-Term Debt
U. S. obligations $2,142 $2,308
Foreign obligations 785 375
Current portion of long-term debt 283 467
- --------------------------------- --------- --------
3,210 3,150
==============================================================
The weighted average short-term interest rates were 4.8% and 5.7% as of June 30,
2000 and 1999, respectively.
June 30
-----------------
Average Rate Maturities 2000 1999
=======================================================================
LONG-TERM DEBT
U.S. notes and
debentures 5.73% 2000-2049 $7,664 $3,760
ESOP Series A 8.33% 2000-2004 392 472
ESOP Series B 9.36% 2007-2021 1,000 1,000
U.S. commercial
paper -- 1,019
Foreign obligations 143 447
Current portion of
long-term debt (283) (467)
- ------------------- ------- -------
8,916 6,231
=======================================================================
Long-term weighted average interest rates in the preceding table are as of June
30, 2000, and include the effects of related interest rate swaps discussed in
Note 6.
The fair value of the long-term debt was $8,929 and $6,517 at June 30, 2000 and
1999, respectively. Long-term debt maturities during the next five years are as
follows: 2001--$283; 2002--$472; 2003--$534; 2004--$1,139 and 2005--$973.
NOTE 6. RISK MANAGEMENT ACTIVITIES
The Company is exposed to market risks, such as changes in interest rates and
currency exchange rates. To manage the volatility relating to these exposures,
the Company nets the exposures on a consolidated basis to take advantage of
natural offsets. For the residual portion, the Company enters into various
derivative transactions pursuant to the Company's policies in areas such as
counterparty exposure and hedging practices. The financial impacts of these
hedging instruments are offset in part or in whole by corresponding changes in
the underlying exposures being hedged. The Company does not hold or issue
derivative financial instruments for trading purposes.
INTEREST RATE MANAGEMENT
The Company's policy is to manage interest cost using a mix of fixed and
variable rate debt. To manage this mix in a cost-efficient manner, the Company
enters into interest rate swaps in which the Company agrees to exchange, at
specified intervals, the difference between fixed and variable interest amounts
calculated by reference to an agreed-upon notional principal amount. These swaps
are designated to hedge underlying debt obligations. For qualifying hedges, the
interest rate differential is reflected as an adjustment to interest expense
over the life of the swaps.
Certain currency interest rate swaps are designated as hedges of the Company's
foreign net investments. Currency effects of these hedges are reflected in the
accumulated other comprehensive income section of shareholders' equity,
offsetting a portion of the translation of the net assets.
The following table presents information for all interest rate instruments. The
notional amount does not necessarily represent amounts exchanged by the parties
and, therefore, is not a direct measure of the Company's exposure to credit
risk. The fair value approximates the cost to settle the outstanding contracts.
The carrying value includes the net amount due to counterparties under swap
contracts, currency translation associated with currency interest rate swaps and
any marked-to-market value adjustments of instruments.
June 30
------------------
2000 1999
==============================================
Notional amount $7,955 $1,614
==============================================
Fair value $ 105 $ 7
Carrying value 149 15
- ----------------- ------ -------
Unrecognized loss (44) (8)
==============================================
The increase in notional amount is due primarily to increased emphasis on
matching the currency component of assets and liabilities on the Company's
consolidated balance sheet. This activity hedges currency exposures in two ways.
It hedges the Company's net investment position in major currencies and
generates foreign currency interest payments which offset other transactional
foreign exchange exposures in these currencies.
Although derivatives are an important component of the Company's interest rate
management program, their incremental effect on interest expense for 2000, 1999
and 1998 was not material.
CURRENCY RATE MANAGEMENT
The Company manufactures and sells its products in a number of countries
throughout the world and, as a result, is exposed to movements in foreign
currency exchange rates.
The Company's major foreign currency exposures involve the markets in Western
and Eastern Europe, Asia and Mexico. The primary purpose of the Company's
foreign currency hedging activities is to manage the volatility associated with
foreign currency purchases of materials and other assets and liabilities created
in the normal course of business. Corporate policy prescribes the range of
allowable hedging activity. The Company primarily utilizes forward exchange
contracts and purchased options with maturities of less than eighteen months.
In addition, the Company enters into certain foreign currency swaps to hedge
intercompany financing transactions. The Company also utilizes purchased foreign
currency options with maturities of generally less than eighteen months and
forward exchange contracts to hedge against the effect of exchange rate
fluctuations on royalties and income from international operations.
Gains and losses related to qualifying hedges of foreign currency firm
commitments or anticipated transactions are deferred in prepaid expense and are
included in the basis of the underlying transactions. To the extent that a
qualifying hedge is terminated or ceases to be effective as a hedge, any
deferred gains and losses up to that point continue to be deferred and are
included in the basis of the underlying transaction. All other foreign exchange
contracts are marked-to-market on a current basis, generally to marketing,
research and administrative expense. To the extent anticipated transactions are
no longer likely to occur, the related hedges are closed with gains or losses
charged to earnings on a current basis.
Currency instruments outstanding are as follows:
June 30
---------------------
2000 1999
====================================================
Notional amount
Forward contracts $1,822 $1,988
Purchased options 1,147 1,358
Currency swaps 0 33
Fair value
Forward contracts 4 (6)
Purchased options 18 19
Currency swaps 0 5
====================================================
The reduction in the notional amount of currency instruments outstanding
reflects the increased efficiencies of our centralized global hedge program,
including the foreign exchange exposure offsets generated by foreign currency
interest payments. The deferred gains and losses on these currency instruments
were not material.
In addition, in order to hedge currency exposures related to the net investments
in foreign subsidiaries, the Company utilizes local currency financing entered
into by the subsidiaries, currency interest rate swaps and other foreign
currency denominated financing instruments entered into by the parent. Gains and
losses on instruments designated as hedges of net investments are offset against
the translation effects reflected in shareholders' equity.
Currency interest rate swaps, foreign currency instruments and foreign currency
denominated debt that have been designated as hedges of the Company's net
investment exposure in certain foreign subsidiaries have notional amounts
totaling $7,276 and $826 at June 30, 2000 and 1999, respectively. These hedges
resulted in gains of $150 and $5, net of $88 and $4 in tax effects,
respectively, reflected in shareholders' equity.
CREDIT RISK
Credit risk arising from the inability of a counterparty to meet the terms of
the Company's financial instrument contracts is generally limited to the
amounts, if any, by which the counterparty's obligations exceed the obligations
of the Company. It is the Company's policy to enter into financial instruments
with a diversity of creditworthy counterparties. Therefore, the Company does not
expect to incur material credit losses on its risk management or other financial
instruments.
NOTE 7. STOCK OPTIONS
The Company has stock-based compensation plans under which stock options are
granted annually to key managers and directors at the market price on the date
of grant. The 2000 and 1999 grants are fully exercisable after three years and
have a fifteen year life, while prior years' grants are fully exercisable after
one year and have a ten year life. Beginning in 1998, the Company began granting
stock options to all eligible employees not covered by the key manager and
director plans. These one-time grants, which comprised 8.7 million of the 20.3
million options granted in 1998, are fully exercisable after five years and have
a ten year life. The Company issues stock appreciation rights in countries where
stock options are not permitted by local governments.
Pursuant to FASB Statement No. 123, "Accounting for Stock-Based Compensation,"
the Company has elected to account for its employee stock option plans under APB
Opinion No. 25, "Accounting for Stock Issued to Employees." Under these plans,
stock options have been issued at fair value and therefore, compensation cost
has not been recognized. Had compensation cost for the plans been determined
based on the fair value at the grant date consistent with FASB Statement No.
123, the Company's net earnings and earnings per share would have been as
follows:
Years Ended June 30
--------------------------------
2000 1999 1998
==================================================================
Net earnings
As reported $3,542 $3,763 $3,780
Pro forma 3,363 3,683 3,472
==================================================================
Net earnings per common share
Basic
As reported $ 2.61 $ 2.75 $ 2.74
Pro forma 2.47 2.69 2.51
Diluted
As reported 2.47 2.59 2.56
Pro forma 2.34 2.53 2.35
==================================================================
The fair value of each option grant is estimated on the date of grant using a
binomial option-pricing model with the following assumptions:
Options Granted in
Years Ended June 30
--------------------------------
2000 1999 1998
=================================================================
Interest rate 6.0% 5.4% 5.6%
Dividend yield 1.5% 1.5% 2.0%
Expected volatility 28% 26% 26%
Expected life in years 9 7 6
=================================================================
Stock option activity was as follows:
Options in Thousands
-----------------------------
2000 1999 1998
========================================================================
Outstanding, July 1 76,810 79,918 68,514
Granted 14,360 7,026 20,315
Exercised (7,401) (9,397) (8,477)
Canceled (1,025) (737) (434)
- -------------------------------------- ------- ------- -------
Outstanding, June 30 82,744 76,810 79,918
Exercisable 54,667 61,664 59,610
Available for grant 41,387 39,874 31,558
Average price
Outstanding, beginning of year $52.11 $45.58 $31.00
Granted 96.10 89.72 83.26
Exercised 25.21 22.36 18.57
Outstanding, end of year 61.73 52.11 45.58
Exercisable, end of year 46.67 43.79 32.74
Weighted average fair value of options
granted during the year 37.21 32.23 24.56
========================================================================
The following table summarizes information about stock options outstanding at
June 30, 2000:
Options Outstanding
---------------------------------------------------
Number Weighted Avg. Weighted Avg.
Outstanding Exercise Price Remaining
Range of Prices (Thousands) Contractual Life
===========================================================================
$20 to 30 19,517 $25.61 2.2 years
33 to 46 15,124 37.89 5.1
57 to 85 28,044 75.52 7.3
86 to 107 20,059 95.59 13.5
===========================================================================
The following table summarizes information about stock options exercisable at
June 30, 2000:
Options Exercisable
-------------------------------
Number
Exercisable Weighted Avg.
Range of Prices (Thousands) Exercise Price
=======================================================
$20 to 30 19,517 $25.61
33 to 46 15,124 37.89
57 to 85 19,547 73.41
86 to 107 479 91.14
=======================================================
NOTE 8. EMPLOYEE STOCK OWNERSHIP PLAN
The Company maintains The Procter & Gamble Profit Sharing Trust and Employee
Stock Ownership Plan (ESOP) to provide funding for two primary postretirement
benefits: a defined contribution profit sharing plan and certain U.S.
postretirement health care benefits.
The ESOP borrowed $1,000 in 1989, which has been guaranteed by the Company. The
proceeds were used to purchase Series A ESOP Convertible Class A Preferred Stock
to fund a portion of the defined contribution plan. Principal and interest
requirements are $117 per year, paid by the trust from dividends on the
preferred shares and from cash contributions and advances from the Company. The
shares are convertible at the option of the holder into one share of the
Company's common stock. Annual credits to participants' accounts are based on
individual base salaries and years of service, and do not exceed 15% of total
participants' annual salaries and wages. The liquidation value is equal to the
issue price of $13.75 per share.
Years Ended June 30
-------------------------
2000 1999 1998
=========================================================
ESOP preferred shares
allocated at market value $313 $279 $235
Company contributions 1 18 35
- --------------------------- ---- ---- ----
Benefits earned 314 297 270
=========================================================
In 1991, the ESOP borrowed an additional $1,000, also guaranteed by the Company.
The proceeds were used to purchase Series B ESOP Convertible Class A Preferred
Stock to fund a portion of retiree health care benefits. Debt service
requirements are $94 per year, funded by preferred stock dividends and cash
contributions from the Company. Each share is convertible at the option of the
holder into one share of the Company's common stock. The liquidation value is
equal to the issue price of $26.12 per share.
Shares in Thousands
--------------------------------
2000 1999 1998
===========================================================
Outstanding, June 30
Series A 55,925 58,342 60,635
Series B 37,085 37,485 37,805
===========================================================
Shares of the ESOP are allocated at original cost based on debt service
requirements, net of advances made by the Company to the trust. Dividends on all
preferred shares, net of related tax benefit, are charged to retained earnings.
The preferred shares held by the ESOP are considered outstanding from inception
for purposes of calculating diluted net earnings per common share.
The fair value of the Series A shares serves to reduce the Company's cash
contribution required to fund the profit sharing plan contributions earned. The
Series B shares are considered plan assets of the other retiree benefits plan.
NOTE 9. POSTRETIREMENT BENEFITS
The Company offers various postretirement benefits to its employees.
DEFINED CONTRIBUTION RETIREMENT PLANS
Within the U.S., the most significant retirement benefit is the defined
contribution profit sharing plan described in Note 8.
OTHER RETIREE BENEFITS
The Company also provides certain health care and life insurance benefits for
substantially all U.S. employees who become eligible for these benefits when
they meet minimum age and service requirements. Generally, the health care plans
require contributions from retirees and pay a stated percentage of expenses,
reduced by deductibles and other coverages. Retiree contributions change
annually in line with health care cost trends. These benefits are partially
funded by an ESOP, as well as certain other assets contributed by the Company.
Certain other employees, primarily outside the U.S., are covered by local
defined benefit pension, health care and life insurance plans.
The elements of the net amount recognized for the Company's postretirement plans
are summarized below:
Years Ended June 30
-------------------------------------
Other
Pension Benefits Retiree Benefits
---------------- ----------------
2000 1999 2000 1999
=====================================================================
CHANGE IN BENEFIT
OBLIGATION
Benefit obligation
at beginning of year $2,488 $2,282 $1,199 $1,465
Service cost 120 111 39 49
Interest cost 151 140 90 97
Participants' contributions 4 4 16 17
Amendments 9 (5) 20 (1)
Actuarial loss (gain) 35 164 (7) (356)
Acquisitions 47 4 0 0
Curtailments and
settlements (20) (3) 0 0
Currency exchange (79) (73) (3) (1)
Benefit payments (128) (136) (84) (71)
- ----------------------------- ------- ------- ------- -------
Benefit obligation
at end of year 2,627 2,488 1,270 1,199
- ----------------------------- ------- ------- ------- -------
CHANGE IN PLAN ASSETS
Fair value of plan assets
at beginning of year 1,555 1,523 2,516 2,611
Actual return on plan assets 198 111 (1,178) (49)
Acquisitions 28 4 0 0
Employer contributions 73 95 4 8
Participants' contributions 4 4 16 17
Settlements (2) 0 0 0
Currency exchange (37) (46) 0 0
Benefit payments (128) (136) (84) (71)
- ----------------------------- ------- ------- ------- -------
Fair value of plan assets
at end of year 1,691 1,555 1,274 2,516
- ----------------------------- ------- ------- ------- -------
FUNDED STATUS
Funded status at
end of year (936) (933) 4 1,317
Unrecognized net
actuarial loss (gain) (30) 17 (828) (2,384)
Unrecognized transition
amount 21 27 0 0
Unrecognized prior
service cost 39 37 1 (21)
- ----------------------------- ------- ------- ------- -------
Net amount recognized (906) (852) (823) (1,088)
======================================================================
Prepaid benefit cost $ 59 $ 59 $ 2 $ 1
Accrued benefit cost (990) (936) (825) (1,089)
Accumulated other
comprehensive income 25 25 0 0
- ----------------------------- ------- ------- ------- -------
Net liability recognized (906) (852) (823) (1,088)
======================================================================
The Company's stock comprised $1,123 and $2,346 of other retiree plan assets,
net of Series B ESOP debt, as of June 30, 2000 and 1999, respectively.
Assumptions for the postretirement benefit calculations are as follows:
Years Ended June 30
--------------------------------------
Other
Pension Benefits Retiree Benefits
---------------- ----------------
2000 1999 2000 1999
=================================================================
WEIGHTED AVERAGE
ASSUMPTIONS
Discount rate 6.1% 6.0% 8.0% 7.5%
Expected return
on plan assets 8.1% 7.9% 10.0% 10.0%
Rate of compensation
increase 4.5% 4.6% -- --
Initial health care
cost trend rate* -- -- 5.8% 6.0%
=================================================================
* Assumed to decrease to 5.0% by 2006 and remain at that level thereafter.
Components of the net periodic benefit cost are as follows:
Years Ended June 30
-----------------------------------------------
Other
Pension Benefits Retiree Benefits
--------------------- ------------------
2000 1999 1998 2000 1999 1998
==========================================================================
COMPONENTS OF NET
PERIODIC BENEFIT COST
Service cost $ 120 $ 111 $ 106 $ 39 $ 49 $ 42
Interest cost 151 140 148 90 97 102
Expected return on
plan assets (122) (105) (103) (294) (218) (171)
Amortization of prior
service cost 7 8 7 (2) (2) (2)
Amortization of
transition amount 4 3 3 0 0 0
Settlement (gain) (6) 0 0 0 0 0
Curtailment loss (gain) (3) 0 12 0 0 0
Recognized net
actuarial loss (gain) 4 4 0 (92) (58) (41)
- ---------------------- ----- ----- ----- ----- ----- -----
Gross benefit cost 155 161 173 (259) (132) (70)
Dividends on ESOP
preferred stock 0 0 0 (77) (78) (78)
- ---------------------- ----- ----- ----- ----- ----- -----
Net periodic benefit
cost 155 161 173 (336) (210) (148)
===========================================================================
The projected benefit obligation, accumulated benefit obligation and fair value
of plan assets for the pension plans with accumulated benefit obligations in
excess of plan assets were $1,368, $1,073 and $189, respectively, as of June 30,
2000, and $1,382, $1,122 and $233, respectively, as of June 30, 1999.
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans. A one percentage point change in assumed
health care cost trend rates would have the following effects:
One Percentage One Percentage
Point Increase Point Decrease
=====================================================================
Effect on total of service and $ 23 $ (18)
interest cost components
Effect on postretirement
benefit obligation 167 (138)
=====================================================================
NOTE 10. INCOME TAXES
Earnings before income taxes consist of the following:
Years Ended June 30
--------------------------------
2000 1999 1998
=============================================================
United States $3,006 $3,474 $3,632
International 2,530 2,364 2,076
- ------------- ---------- ----------- ---------
5,536 5,838 5,708
=============================================================
The income tax provision consists of the following:
Years Ended June 30
--------------------------------
2000 1999 1998
=============================================================
CURRENT TAX EXPENSE
U.S. Federal $ 648 $1,080 $ 996
International 816 934 918
U.S. State & Local 67 121 115
- ----------------------- ---------- ----------- ---------
1,531 2,135 2,029
DEFERRED TAX EXPENSE
U.S. Federal 241 (74) 51
International & other 222 14 (152)
- ----------------------- ---------- ----------- ---------
463 (60) (101)
- ----------------------- ---------- ----------- ---------
1,994 2,075 1,928
=============================================================
Taxes credited to shareholders' equity for the years ended June 30, 2000 and
1999 were $59 and $222, respectively. Undistributed earnings of foreign
subsidiaries that are considered to be reinvested indefinitely were $8,828 at
June 30, 2000.
The Company's effective income tax rate was 36.0%, 35.5% and 33.8% in 2000, 1999
and 1998, respectively, compared to the U.S. statutory rate of 35.0%. Excluding
the Organization 2005 program costs and related tax effects, the effective tax
rate was 33.4% in 2000 and 34.4% in 1999. This change reflects the execution of
tax planning opportunities which is offset by the impact of various country tax
rates on Organization 2005 program costs.
Deferred income tax assets and liabilities are comprised of the following:
June 30
-----------------------
2000 1999
=============================================================================
Current deferred tax assets $ 309 $ 621
=============================================================================
Non-current deferred tax assets (liabilities)
Depreciation $ (951) $ (979)
Other postretirement benefits 273 392
Loss and other carryforwards 332 206
Other (279) 19
- --------------------------------------------- -------- --------
(625) (362)
=============================================================================
Included in the above are total valuation allowances of $207 and $140 in 2000
and 1999, respectively.
NOTE 11. COMMITMENTS AND CONTINGENCIES
The Company has purchase commitments for materials, supplies and property, plant
and equipment incidental to the ordinary conduct of business. In the aggregate,
such commitments are not at prices in excess of current market.
The Company is subject to various lawsuits and claims with respect to matters
such as governmental regulations, income taxes and other actions arising out of
the normal course of business. The Company is also subject to contingencies
pursuant to environmental laws and regulations that in the future may require
the Company to take action to correct the effects on the environment of prior
manufacturing and waste disposal practices. Accrued environmental liabilities
for remediation and closure costs at June 30, 2000 and 1999 were $47 and $58,
respectively, and, in management's opinion, such accruals are appropriate based
on existing facts and circumstances. Current year expenditures were not
material.
While considerable uncertainty exists, in the opinion of management and Company
counsel, the ultimate liabilities resulting from such claims will not materially
affect the Company's financial statements.
NOTE 12. SEGMENT INFORMATION
On July 1, 1999, as part of the Organization 2005 initiative, the Company
changed its internal management structure to product-based global business
units. Previously, the Company had been organized on a geographic basis. The
segments manufacture and market products as follows:
(bullet) Fabric and home care includes laundry care, dish care, fabric
conditioners and hard surface cleaners.
(bullet) Paper aggregates tissues and towel, feminine care and baby care, which
contains diapers and wipes.
(bullet) Beauty care includes cosmetics, hair care, deodorants, fragrances and
other beauty products.
(bullet) Health care includes personal health care, oral care, prescription
drugs and pet health and nutrition.
(bullet) Food and beverage includes coffee, snacks, commercial services, juice,
peanut butter and shortening and oil.
The Corporate segment includes both operating and non-operating elements such as
financing and investing activities, goodwill amortization, employee benefit
costs, charges related to restructuring (including the Organization 2005
program), segment eliminations and other general corporate items. The segment
eliminations adjust management reporting principles to accounting principles
generally accepted in the United States of America and primarily affect the
treatment of unconsolidated investees and income taxes, which are reflected in
the business segments using applicable local statutory tax rates. Corporate
assets primarily include cash, investment securities and goodwill.
<TABLE>
<CAPTION>
Fabric and Beauty Health Food and
Home Care Paper Care Care Beverage Corporate Total
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET SALES 2000 $12,157 $12,044 $7,389 $3,909 $4,634 $(182) $39,951
1999 11,415 12,190 7,376 2,876 4,655 (387) 38,125
1998 11,019 11,685 7,469 2,889 4,620 (528) 37,154
- -------------------- ---- ------- ------- ------ ------ ------ ------ -------
NET EARNINGS 2000 1,450 1,069 894 335 364 (570) 3,542
1999 1,497 1,278 917 242 328 (499) 3,763
1998 1,406 990 845 232 294 13 3,780
- -------------------- ---- ------- ------- ------ ------ ------ ------ -------
BEFORE-TAX EARNINGS 2000 2,318 1,817 1,393 540 566 (1,098) 5,536
1999 2,417 2,195 1,457 372 528 (1,131) 5,838
1998 2,240 1,772 1,379 381 477 (541) 5,708
- -------------------- ---- ------- ------- ------ ------ ------ ------ -------
DEPRECIATION AND 2000 354 664 194 159 153 667 2,191
AMORTIZATION 1999 293 638 198 107 149 763 2,148
1998 295 611 198 105 135 254 1,598
- -------------------- ---- ------- ------- ------ ------ ------ ------ -------
TOTAL ASSETS 2000 5,477 8,415 3,497 2,229 2,611 11,965 34,194
1999 5,047 8,184 3,754 1,556 2,598 10,974 32,113
- -------------------- ---- ------- ------- ------ ------ ------ ------ -------
CAPITAL EXPENDITURES 2000 807 1,282 310 195 235 189 3,018
1999 638 1,327 285 143 237 198 2,828
==================== ==== ======= ======= ====== ====== ====== ====== =======
</TABLE>
The Company had net sales in the United States of $20,038, $18,314 and $17,848
for the years ended June 30, 2000, 1999 and 1998, respectively. Assets in the
United States totaled $17,227 and $15,142 as of June 30, 2000 and 1999,
respectively.
The Company's largest customer, Wal-Mart Stores, Inc. and its affiliates,
accounted for 14%, 12% and 11% of consolidated net sales in 2000, 1999 and 1998,
respectively. These sales occurred primarily in the United States.
NOTE 13. QUARTERLY RESULTS (UNAUDITED)
<TABLE>
<CAPTION>
Quarters Ended Total
----------------------------------------------------
Sept. 30 Dec. 31 Mar. 31 June 30 Year
===========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Net Sales 1999-2000 $9,919 $10,588 $9,783 $9,661 $39,951
1998-1999 9,510 9,934 9,231 9,450 38,125
- -------------------- --------- ------ ------- ------ ------ -------
Operating Income* 1999-2000 1,847 1,842 1,320 945 5,954
1998-1999 1,874 1,837 1,665 877 6,253
- -------------------- --------- ------ ------- ------ ------ -------
Net Earnings* 1999-2000 1,147 1,126 753 516 3,542
1998-1999 1,167 1,142 1,040 414 3,763
- -------------------- --------- ------ ------- ------ ------ -------
Diluted Net Earnings 1999-2000 .80 .78 .52 .36 2.47
Per Common Share* 1998-1999 .80 .78 .72 .29 2.59
==================== ========= ====== ======= ====== ====== =======
</TABLE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
2000 1999 1998 1997 1996
=============================================================================================================================
<S> <C> <C> <C> <C> <C>
Net Sales $39,951 $38,125 $37,154 $35,764 $35,284
Operating Income* 5,954 6,253 6,055 5,488 4,815
Net Earnings* 3,542 3,763 3,780 3,415 3,046
Core Net Earnings 4,230 4,148 3,780 3,415 3,046
Net Earnings Margin* 8.9% 9.9% 10.2% 9.5% 8.6%
Core Net Earnings Margin 10.6% 10.9% 10.2% 9.5% 8.6%
Basic Net Earnings per Common Share* 2.61 2.75 2.74 2.43 2.14
Diluted Net Earnings per Common Share* 2.47 2.59 2.56 2.28 2.01
Diluted Core Net Earnings per Common Share 2.95 2.85 2.56 2.28 2.01
Dividends Per Common Share 1.28 1.14 1.01 .90 .80
Research and Development Expense 1,899 1,726 1,546 1,469 1,399
Advertising Expense 3,667 3,538 3,704 3,466 3,254
Total Assets 34,194 32,113 30,966 27,544 27,730
Capital Expenditures 3,018 2,828 2,559 2,129 2,179
Long-Term Debt 8,916 6,231 5,765 4,143 4,670
Shareholders' Equity 12,287 12,058 12,236 12,046 11,722
=========================================== ======= ======= ======= ======= =======
*2000 and 1999 amounts include Organization 2005 program costs.
</TABLE>
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> You need automated access to your account
> You are interested in our certificate safekeeping service
> You want to arrange for direct deposit of dividends
> A stock certificate is lost, stolen or destroyed
CONTACT P&G...
24 HOURS A DAY
Visit our Web site at www.pg.com/investor Call for financial information
1-800-764-7483 (1-513-945-9990 outside the U.S.)
PERSON TO PERSON
Shareholder Services representatives available
Monday-Friday, 9-4 EST
1-800-742-6253
(1-513-983-3034 outside the U.S.)
Automated service available after U.S. business hours
OR WRITE
The Procter & Gamble Company
Shareholder Services Department
P.O. Box 5572
Cincinnati, Ohio 45201-5572
GALLERIA
You can order imprinted P&G merchandise from the P&G Galleria. Shop for
umbrellas, business accessories and clothing online at www.ehowe.com or call
1-800-969-4693 (1-513-651-1888 outside the U.S.).
[picture of P&G pens and picture of P&G water bottles]
<TABLE>
<CAPTION>
COMMON STOCK PRICE RANGE AND DIVIDENDS
Price Range
------------------------------------------------------
1999-2000 1998-1999 Dividends
------------------- ------------------- -------------------------------
Quarter ended High Low High Low 1999-2000 1998-1999
============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
September 30 $104.13 $84.56 $ 94.00 $65.13 $.32 $.2850
December 31 115.63 92.00 94.81 69.63 .32 .2850
March 31 118.38 52.75 101.81 82.00 .32 .2850
June 30 72.75 53.25 103.81 84.13 .32 .2850
============= ======= ====== ======== ====== ==== ======
</TABLE>
CORPORATE HEADQUARTERS
The Procter & Gamble Company
P.O. Box 599
Cincinnati, Ohio 45201-0599
TRANSFER AGENT/SHAREHOLDER SERVICES
The Procter & Gamble Company
Shareholder Services Department
P.O. Box 5572
Cincinnati, Ohio 45201-5572
REGISTRAR
Chase Manhattan Trust Company, N.A.
255 East Fifth Street, Suite 2115
Cincinnati, Ohio 45202
EXCHANGE LISTING
New York, Cincinnati, Amsterdam, Paris, Basle, Geneva, Lausanne, Zurich,
Frankfurt, Brussels, Tokyo
SHAREHOLDERS OF COMMON STOCK
There were 291,965 Common Stock shareholders of record, including participants
in the Shareholder Investment Program, as of July 21, 2000.
FORM 10-K
Shareholders may obtain a copy of the company's 2000 report to the Securities
and Exchange Commission on Form 10-K by going to P&G's investor Web site at
www.pg.com/investor or by calling us at 1-800-764-7483. This information is also
available at no charge by sending a request to Shareholder Services at the
address listed above.
SHAREHOLDERS' MEETING
The next annual meeting of shareholders will be held on Tuesday, October 10,
2000. A full transcript of the meeting will be available from Linda D. Rohrer,
Assistant Secretary, at a cost of $10. Ms. Rohrer can be reached at One P&G
Plaza, Cincinnati, Ohio 45202-3315.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>9
<FILENAME>0009.txt
<TEXT>
EXHIBIT (21)
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
=============================================
Subsidiaries of the Registrant
==============================
Alejandro Llauro E Hijos S.A.I.C. [Argentina]
Anjali Corporation [Delaware]
AnPro Company [Ohio]
Arbora & Ausonia, S.L. [Spain]
Arbora S.A. [Spain]
B&C International Co. (BVI) Ltd.
Bess Hygiene AG [Switzerland]
Beta BT [Hungary]
Betrix Cosmetic GmbH [Germany]
Blendax GmbH [Germany]
Blendax Unterstutzungskasse GmbH [Germany]
Buscher GmbH [Germany]
Carlos BT [Hungary]
Celtic Insurance Company Limited [Bermuda]
Colfax Laboratories (India) Ltd. [India]
Compania Procter & Gamble Mexico, S.de R.L. de C.V. [Mexico]
Compania Quimica S.A. [Argentina]
Comunivers sa [Morocco]
Corpydes S.A. de C.V. [Mexico]
Crest Toothpaste Inc. [Canada]
Culinary Sol, Inc. [Ohio]
Detergent Products A.G. [Switzerland]
Detergenti SA Timisoara [Romania]
Eczacibasi Yatirim Holding Ortakligi A.S. [Turkey]
Elysee BT [Hungary]
Eurocos Cosmetic GmbH [Germany]
Eurocos Cosmetic Warenvertrieb GmbH [Austria]
Eurocos Ltd [U.K.]
EURO-Juice G.m.b.H. Import und Vertrieb [Germany]
European Beauty Products (U.K.) Limited [U.K.]
Fameccanica Data S.p.A. [Italy]
Fater S.p.A. [Italy]
Ferraris BT [Hungary]
Food Ingredients Technology Company (FITCO) [Alabama]
Fountain Square Music Publishing Co., Inc. [Ohio]
FPG Oleochemicals Sdn. Bhd. [Malaysia]
Frank BT [Hungary]
Gala Cosmetics International Limited [U.K.]
Gala of London Limited [U.K.]
Giorgio Beverly Hills (Europe) Ltd. [U.K.]
Giorgio Beverly Hills, Inc. [Delaware]
Girl Cosmetics Ltd. (U.K.)
Global Business Services de Costa Rica Limitada [Costa Rica]
Herve Leger Parfums GmbH [Germany]
Humatro Corporation [Delaware]
Hyginett KFT [Hungary]
Iams (Deutschland) Vertriebs GmbH [Germany]
Iams Argentina S.R.L. [Argentina]
Iams Australia/New Zealand Pty. Ltd. [Australia]
Iams Canada Company [Canada]
Iams Chile [Chile]
Iams Companion Animal Research Institute (ICARI) [Ohio]
Iams do Brasil [Brazil]
Iams Europe B.V. [Netherlands]
Iams France EURL [France]
Iams Global Inc. [Ohio]
Iams Japan K.K. [Japan]
Iams Mexico [Mexico]
Iams Pet Food GmbH & Co. KG [Germany]
Iams S. Africa Pty. [S. Africa]
Iams Services [Mexico]
Iams U.K. Limited [U.K.]
Industria de Concentrados Crush Limitada[Uruguay]
Industrial Catenation Services (Pty.) Ltd. [S. Africa]
Industrias Modernas, S.A. [Guatemala]
Inmobiliaria Procter & Gamble de Venezuela, S.C.S. [Venezuela]
Inmobiliaria Procter & Gamble de Venezuela, S.R.L. [Venezuela]
Inversiones 1667, S.A. [Venezuela]
Inversiones Industrias Mammi, C.A. [Venezuela]
Inversiones PGV, S.R.L. [Venezuela]
Inversiones PGV-1, S.C.S. [Venezuela]
Inversiones Procter & Gamble de Venezuela, C.A. [Venezuela]
Kangra Valley Enterprises Ltd. [Delaware]
Karm, S.A. [Liechtenstein]
Komal Manufacturing Chemists Ltd. [India]
Laboratoire Lachartre S.N.C. [France]
Liberty Street Music Publishing Company, Inc. [Ohio]
Loreto y Pena Pobre, S.A. de C.V. [Mexico]
Marcvenca Inversiones, C.A. [Venezuela]
Max Factor & Co. (U.K.) Ltd. [Bermuda]
Max Factor & Co. [Delaware]
Max Factor K.K. [Japan]
Max Factor Limited [U.K.]
Max Factor Manufacturing Ltd. [U.K.]
Midway Holdings Ltd. [Cayman Islands]
Millstone Coffee, Inc. [Washington]
Modern Industries Company - Dammam [Saudi Arabia]
Modern Industries Company - Jeddah [Saudi Arabia]
Modern Products Company - Jeddah [Saudi Arabia]
Moroccan Modern Industries [Morocco]
Neoblanc-Produtos de Higiene e Limpeza Lda. [Portugal]
Novomoskovskbytkhim [Russia]
Noxell (Barbados) Limited [Barbados]
Noxell (Panama) S.A. [Panama]
Noxell (Thailand) Limited [Thailand]
Noxell Corporation [Maryland]
Noxell de Venezuela, C.A. [Venezuela]
Noxell Limited [U.K.]
Olay Company, Inc. [Delaware]
Olga BT [Hungary]
OOO Procter & Gamble Services Company [Russia]
P&G C&CA, Inc. [Ohio]
P&G Consultoria E Servicos Ltda. [Brazil]
P&G do Brasil Comercial Ltda. [Brazil]
P&G Holding Denmark ApS [Denmark]
P&G Holding N.V. [Netherlands]
P&G Indochina [Vietnam]
P&G Industrial Peru S.R.L. [Peru]
P&G Prestige Beaute GmbH[Germany]
P&G Prestige Beaute SARL [Switzerland] (Formerly Deurocos Cosmetic AG)
P&G Prestige Food Products SARL [Switzerland]
Papierhygiene GmbH [Germany]
PFX Pet Supply, Inc. [Ohio]
PFX Real Estate Company [Canada]
PGV Chile S.A. [Chile]
PGV-1 Investment, Ltd. [Cayman Islands]
PGV-2 Investment, Ltd. [CaymanIslands]
Phebo do Nordeste S/A [Brazil]
PNX-Distributing, Inc. [Ohio]
PNX-Real Estate, Inc. [Ohio]
Procter & Gamble (Chengdu) Ltd. [PRC]
Procter & Gamble (China) Ltd. [PRC]
Procter & Gamble (Cosmetics and Fragrances) Limited[U.K.]
Procter & Gamble (East Africa) Limited [Kenya]
Procter & Gamble (Egypt) Industrial and Commercial Company [Egypt]
Procter & Gamble (Egypt) Manufacturing Company [Egypt]
Procter & Gamble (Enterprise Fund) Limited [U.K.]
Procter & Gamble (Guangzhou) Ltd. [PRC]
Procter & Gamble (Health & Beauty Care) Limited [U.K.]
Procter & Gamble (Ireland) Limited [Ireland]
Procter & Gamble (Malaysia) Sdn. Berhad [Malaysia]
Procter & Gamble (Manufacturing) Ireland Limited [Ireland]
Procter & Gamble (NBD) Pty. Ltd. [Australia]
Procter & Gamble (NTC) Limited [U.K.]
Procter & Gamble (Properties) Ltd. [U.K.]
Procter & Gamble (Singapore) Pte. Ltd. [Singapore]
Procter & Gamble (Vietnam) Ltd. [Vietnam]
Procter & Gamble (Yemen) Ltd [Yemen]
Procter & Gamble A.G. [Switzerland]
Procter & Gamble A/S [Norway]
Procter & Gamble Amiens S.N.C.[France]
Procter & Gamble Asia Pacific Ltd. [Hong Kong]
Procter & Gamble Asia Pacific Ltd. Manila Regional Headquarters [Philippines]
Procter & Gamble Asia Pte. Ltd. [Singapore]
Procter & Gamble Australia Proprietary Limited [Australia]
Procter & Gamble Austria GmbH [Austria]
Procter & Gamble Bangladesh Private Ltd. [Bangladesh]
Procter & Gamble Belgium BVBA [Belgium]
Procter & Gamble Beteiligungs GmbH [Germany]
Procter & Gamble Beverages GmbH [Germany]
Procter & Gamble Blois S.A.S. [France] (Formerly Procter & Gamble MSV S.A.S.)
Procter & Gamble Bolivia S.R.L. [Bolivia]
Procter & Gamble Bulgaria Ltd. [Bulgaria]
Procter & Gamble C&EE Investment, Inc. [Ohio]
Procter & Gamble Central & Eastern Europe GmbH [Germany]
Procter & Gamble Chile, Inc. [Ohio]
Procter & Gamble Colombia S.A. [Colombia]
Procter & Gamble Commercial de Cuba, S.A. [Cuba]
Procter & Gamble D.J.L. Sarajevo [Bosnia]
Procter & Gamble d.o.o. za trgovinu [Croatia]
Procter & Gamble Danmark AS [Denmark]
Procter & Gamble Manufactura, S.de R.L. de C.V. [Mexico]
Procter & Gamble de Panama, S.A. [Panama]
Procter & Gamble de Venezuela, C.A. [Venezuela]
Procter & Gamble Detergent (Guangzhou) Ltd. [PRC]
Procter & Gamble Development Company A.G. [Switzerland]
(Formerly Procter & Gamble Development Company A.G. Glarus)
Procter & Gamble Distributing Limited [U.K.]
Procter & Gamble Distribution Company (Europe) BVBA [Belgium]
Procter & Gamble Distribution Company Limited [India]
Procter & Gamble do Brasil & Cia (Partnership) [Brazil]
Procter & Gamble do Brasil S.A. [Brazil]
Procter & Gamble do Brazil, Inc. [Delaware]
Procter & Gamble Eastern Europe, Inc. [Ohio]
Procter & Gamble Ecuador Compania Anonima [Ecuador]
Procter & Gamble Egypt [Egypt]
Procter & Gamble Espana S.A. [Spain]
Procter & Gamble Eurocor N.V. [Belgium]
Procter & Gamble Europe BVBA [Belgium]
Procter & Gamble Europe SA [Switzerland] (Formerly Tambrands AG)
Procter & Gamble European Supply Company N.V. [Belgium]
Procter & Gamble European Technical Center BVBA [Belgium]
Procter & Gamble Export Operations SARL [Switzerland]
(Formerly Procter & Gamble SARL)
Procter & Gamble Far East, Inc. [Ohio]
Procter & Gamble FED, Inc. [Delaware]
Procter & Gamble Finance Corporation [Canada]
Procter & Gamble Financial Services [Ireland]
Procter & Gamble Finland OY [Finland]
Procter & Gamble France S.N.C. [France]
Procter & Gamble FSC (Barbados) Inc. [Barbados]
Procter & Gamble Ghana, Ltd. [West Africa]
Procter & Gamble GmbH & Co. Manufacturing OHG [Germany]
Procter & Gamble GmbH [Germany] (Formerly Shulton GmbH)
Procter & Gamble Health and Beauty Care-Europe Limited [U.K.]
Procter & Gamble Health Products, Inc. [Delaware]
Procter & Gamble Hellas A.E. (Chemical Industries) [Greece]
Procter & Gamble Holding GmbH [Germany] (Formerly Procter & Gamble GmbH)
Procter & Gamble Holding S.A. [Argentina]
Procter & Gamble Holdings Singapore Pte. Ltd. [Singapore]
Procter & Gamble Home Products Indonesia [Indonesia]
Procter & Gamble Home Products Limited [India]
Procter & Gamble Hong Kong Limited [Hong Kong]
Procter & Gamble Hungary Wholesale Trading Partnership (KKT) [Hungary]
Procter & Gamble Hygien AB [Sweden]
Procter & Gamble Hygien OY [Finland]
Procter & Gamble Hygiene & Health Care Limited [India]
Procter & Gamble Inc. [Canada]
Procter & Gamble India Holdings, Inc. [Ohio]
Procter & Gamble Industrial e Comercial Ltda.[Brazil]
Procter & Gamble Interamericas de Costa Rica, S.A. [Costa Rica]
Procter & Gamble Interamericas de El Salvador, S.A. de C.V. [El Savador]
Procter & Gamble Interamericas de Guatemala, S.A. [Guatemala]
Procter & Gamble Interamericas de Honduras, S.A. [Honduras]
Procter & Gamble Interamericas de Nicaragua, S.A. [Nicaragua]
Procter & Gamble Interamericas Inc. [Delaware]
Procter & Gamble International Operations SA [Switzerland]
(Formerly Procter & Gamble Marketing A.G.)
Procter & Gamble Investment Corporation [Canada]
Procter & Gamble Investment Subsidiary Inc. [Canada]
Procter & Gamble Investments U.K. Limited [U.K.]
Procter & Gamble Italia, S.p.A. [Italy]
Procter & Gamble Italy s.r.l. [Italy]
Procter & Gamble Jamaica Ltd. [Jamaica]
Procter & Gamble Kazakhstan [Kazakhstan]
Procter & Gamble Kereskedelmi BT [Hungary]
Procter & Gamble Korea Inc.[Korea]
Procter & Gamble Laundry & Cleaning Products Limited [U.K.]
Procter & Gamble Limited [U.K.]
Procter & Gamble Limited Liability Company [Uzbekistan]
Procter & Gamble Lonkey (Guangzhou) Ltd. [PRC]
Procter & Gamble Lonkey (Shaoguan) Ltd. [PRC]
Procter & Gamble Manufacturing (Thailand) Limited [Thailand]
Procter & Gamble Manufacturing (Tianjin) Co. Ltd. [PRC]
Procter & Gamble Manufacturing Belgium BVBA[Belgium]
Procter & Gamble Manufacturing Istra [Russia]
Procter & Gamble Manufacturing Romania SRL [Romania]
Procter & Gamble Marketing & Commercial Activities d.o.o. [Slovenia]
Procter & Gamble Marketing and Services d.o.o. [Yugoslavia ]
Procter & Gamble Marketing Latvia Ltd. [Latvia]
Procter & Gamble Marketing Ltd. Skopje [Macedonia]
Procter & Gamble Marketing Romania SRL (Romania)
Procter & Gamble Maroc [Morocco]
Procter & Gamble Mataro, S.L. [Spain]
Procter & Gamble Mexico Holdings, B.V. [Netherlands]
Procter & Gamble Mississauga Real Estate Company [Canada]
Procter & Gamble Moldova SRL [Moldova]
Procter & Gamble Nederland B.V. [Netherlands]
Procter & Gamble Nigeria Limited [Nigeria]
Procter & Gamble Nordic Inc. [Ohio]
Procter & Gamble Norge AS [Norway]
Procter & Gamble NPD, Inc. [Ohio]
Procter & Gamble O.O.O.[Russia]
Procter & Gamble Operations Polska - Spolka Akcyjna[Poland]
Procter & Gamble Oral Care (Guangzhou) [China]
Procter & Gamble Orleans S.A.S.[France]
Procter & Gamble Pakistan (Private) Limited [Pakistan]
Procter & Gamble Panda Detergent Co. Ltd. Beijing [PRC]
Procter & Gamble Paper (Guangzhou) Ltd. [PRC]
Procter & Gamble Personal Cleansing (Tianjin) Ltd. [PRC]
Procter & Gamble Peru S.R.L. [Peru]
Procter & Gamble Pharmaceuticals Canada, Inc.[Canada]
Procter & Gamble Pharmaceuticals France [France]
Procter & Gamble Pharmaceuticals Longjumeau S.A.S. [France]
(Formerly S.H. Equateur S.A.S.)
Procter & Gamble Pharmaceuticals N.V. [Belgium]
Procter & Gamble Pharmaceuticals Nederland B.V. [Netherlands]
Procter & Gamble Pharmaceuticals Puerto Rico, Inc. [Delaware]
Procter & Gamble Pharmaceuticals SARL [Switzerland]
Procter & Gamble Pharmaceuticals U.K. Limited [U.K.]
Procter & Gamble Pharmaceuticals, Inc. [Ohio]
Procter & Gamble Pharmaceuticals-Germany GmbH [Germany]
Procter & Gamble Philippines, Inc. [Philippines]
Procter & Gamble Polska Sp. zo.o[Poland]
Procter & Gamble Portugal S.A. (Portugal)
Procter & Gamble Portugal, Lda. [Portugal]
Procter & Gamble Product Supply (U.K.) Limited [U.K.]
Procter & Gamble Productions, Inc. [Ohio]
Procter & Gamble Quimica S.A. [Brazil]
Procter & Gamble reflect.com, Inc. [Delaware]
Procter & Gamble RHD, Inc. [Ohio]
Procter & Gamble S.A. [Chile]
Procter & Gamble S.p.A. [Italy]
Procter & Gamble Service GmbH [Germany]
(Formerly Procter & Gamble European Service GmbH)
Procter & Gamble Services (Switzerland) SA [Switzerland]
(Formerly Procter & Gamble Financial Services (Switzerland) SA)
Procter & Gamble Services Company N.V.[Belgium]
Procter & Gamble Services France S.A.S. [France]
Procter & Gamble South Africa Proprietary Limited [South Africa]
Procter & Gamble Sri Lanka Private Ltd. [Sri Lanka]
Procter & Gamble Switzerland SARL [Switzerland] (Formerly Betrix (Schweiz) AG)
Procter & Gamble Taiwan Limited [Taiwan]
Procter & Gamble Technical Centers Limited[U.K.]
Procter & Gamble Technology (Beijing) Co., Ltd. [PRC]
Procter & Gamble Tissues AG [Switzerland]
Procter & Gamble Tissues Italia S.p.A. [Italy]
Procter & Gamble Tuketim Mallari Sanayii A.S. [Turkey]
Procter & Gamble U.K. [U.K.]
Procter & Gamble Ukraine (Ukraine)
Procter & Gamble, Spol. s r.o. (Ltd.)[Slovak Republic]
Procter & Gamble-Hutchison Ltd. [Hong Kong]
Procter & Gamble-Rakona, A.S.[Czech Republic]
ProductosSanitarios S.A. [Argentina]
Progam Realty & Development Corporation [Philippines]
Progasud S.p.A. [Italy]
Promotora de Bienes y Valores, S.de R.L. de C.V. [Mexico]
PUR Water Purification Products, Inc. [Ohio]
reflect.com corporation [Delaware]
reflect.com llc [Delaware]
Richardson-Vicks do Brasil Quimica e Farmaceutica S.A. [Brazil]
Richardson-Vicks Limited [Thailand]
Richardson-Vicks Overseas Finance N.V. [Netherlands Antilles
Richardson-Vicks Real Estate Inc. [Ohio]
Richvest B.V. [Netherlands]
Riverfront Music Publishing Co., Inc. [Ohio]
Rohm Pharma GmbH Wien[Austria]
Rosemount Corporation [Delaware]
R-V Chemicals Holdings Ltd. [Ireland]
Sacoma, S.A. [Argentina]
SCS Sales + Cosmetic Service GmbH [Germany]
Shulton (Great Britain) Ltd. [U.K.]
Shulton (New Zealand) Limited [New Zealand]
Shulton (Thailand) Ltd. [Thailand]
Shulton de Venezuela, C.A. [Venezuela]
Shulton S.A. [Guatemala]
Shulton, Inc. [New Jersey]
Societe Immobiliere Les Colombettes, S.A. [Switzerland]
Ssangyong Paper Co. Ltd. [Korea]
Sundor Brands Inc. [Florida]
Sundor Brands Limited [U.K.]
Sundor Canada Inc. [Delaware]
Surfac S. R. Ltda. [Peru]
Suzhou Long Chen Paper Co. Ltd. [PRC]
Sycamore Productions, Inc. [Ohio]
T. Procter & Gamble Indonesia [Indonesia]
Tambrands (Continental) Ltd. [U.K.]
Tambrands Canada Inc. [Canada]
Tambrands de Venezuela, C.A. [Venezuela]
Tambrands Dosmil, S.A. de C.V. [Mexico]
Tambrands France [France]
Tambrands GmbH [Germany]
Tambrands Inc. [Delaware]
Tambrands Industria e Comercia Ltda. [Brazil]
Tambrands International Trading (Shanghai) Co., Ltd. [PRC]
Tambrands Investments Ltd.[U.K.]
Tambrands Ireland Limited [Ireland]
Tambrands Limited [U.K.]
Tambrands Polska Sp.z.o.o. [Poland]
Tambrands Ukraine Ltd. [Ukraine]
Temple Trees [India]
Tempo AG [Switzerland]
The Dover Wipes Company [Ohio]
The Folger Coffee Company [Ohio]
The Iams Company [Ohio]
The Malabar Company [Delaware]
The Procter & Gamble Commercial Company [Ohio]
The Procter & Gamble Company [Ohio]
The Procter & Gamble Company of South Africa (Proprietary) Limited[S. Africa]
The Procter & Gamble Distributing Company [Ohio]
The Procter & Gamble Global Finance Corporation [Ohio]
The Procter & Gamble iVenture Company [Ohio]
The Procter & Gamble Manufacturing Company [Ohio]
The Procter & Gamble Manufacturing Company of Lebanon, S.A.L.[Lebanon]
The Procter & Gamble Paper Products Company [Ohio]
Thomas Hedley & Co. Limited [U.K.]
Topsy S.A. [Argentina]
TRAPOFA Leonhard-Speditions GmbH I.L. [Germany]
Unterstutzungskasse der Vereinigte Papierwerke AG berg [Germany]
US/KK-Investments, Inc. [Ohio]
Verwaltlungsgesellschaft Iams Pet Food mbH [Germany]
Vick International Corporation [Delaware]
Vick Nigeria Limited [Nigeria]
Vidal Sassoon Co. [Ohio]
Vidal Sassoon Holdings Ltd. [U.K.]
[ ] Brackets indicate state or country of incorporation and do not form part of
corporate name
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>10
<FILENAME>0010.txt
<TEXT>
EXHIBIT (23)
Consent of Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
250 East Fifth Street
Post Office Box 5340
Cincinnati, Ohio 45201-5340
Telephone: (513) 784-7100
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the following documents of our
report dated August 1, 2000, incorporated by reference in this Annual Report on
Form 10-K of The Procter & Gamble Company for the year ended June 30, 2000.
1. Amendment No. 2, Post-Effective Amendment No. 2 to Registration Statement
No. 33-26514 on Form S-8 For The Procter & Gamble 1983 Stock Plan;
2. Amendment No. 1 on Form S-8 to Registration Statement No. 33-31855 on Form
S-4 (now S-8) for the 1982 Noxell Employees' Stock Option Plan and the 1984
Noxell Employees' Stock Option Plan;
3. Amendment No. 1, Post Effective Amendment No. 1 to Registration Statement
No. 33-49289 on Form S-8 for The Procter & Gamble 1992 Stock Plan;
4. Registration Statement No. 33-47656 on Form S-8 for The Procter & Gamble
International Stock Ownership Plan;
5. Registration Statement No. 33-50273 on Form S-8 for The Procter & Gamble
Commercial Company Employees' Savings Plan;
6. Registration Statement No. 33-51469 on Form S-8 for The Procter & Gamble
1993 Non-Employee Directors' Stock Plan;
7. Registration Statement No. 333-05715 on Form S-8 for The Procter & Gamble
Profit Sharing Trust and Employee Stock Ownership Plan;
8. Amendment No. 2, Post-Effective Amendment No. 2 to Registration Statement
No. 33-59257 on Form S-3 for The Procter & Gamble Shareholder Investment
Program;
9. Registration Statement No. 333-14381 on Form S-8 for Profit Sharing
Retirement Plan of The Procter & Gamble Commercial Company;
10. Registration Statement No. 333-14387 on Form S-8 for Giorgio Employee
Savings Plan;
11. Registration Statement No. 333-14389 on Form S-8 for Procter & Gamble
Pharmaceuticals Savings Plan;
12. Registration Statement No. 333-14391 on Form S-8 for Richardson-Vicks
Savings Plan;
13. Registration Statement No. 333-14397 on Form S-8 for Procter & Gamble
Subsidiaries Savings Plan;
14. Registration Statement No. 333-14395 on Form S-8 for Procter & Gamble
Subsidiaries Savings and Investment Plan;
15. Registration Statement No. 333-21783 on Form S-8 for The Procter & Gamble
1992 Stock Plan (Belgian Version);
16. Registration Statement No. 333-37905 on Form S-8 for The Procter & Gamble
Future Shares Plan;
17. Registration Statement No. 333-51213 on Form S-8 for Group Profit Sharing,
Incentive, and Employer Contribution Plan (France);
18. Registration Statement No. 333-51219 on Form S-8 for Procter & Gamble
Ireland Employees Share Ownership Plan;
19. Registration Statement No. 333-51221 on Form S-8 for Employee Stock
Purchase Plan (Japan);
20. Registration Statement No. 333-51223 on Form S-8 for Savings and Thrift
Plan (Saudi Arabia);
21. Registration Statement No. 333-51225 on Form S-8 for The Procter & Gamble
UK Matched Savings Share Purchase Plan;
22. Registration Statement No. 333-87133 on Form S-3 for The Procter & Gamble
Company Debt Securities and Warrants;
23. Registration Statement No. 333-34606 on Form S-8 for The Procter & Gamble
Future Shares Plan;
24. Registration Statement No. 333-40264 on Form S-8 for Savings and Thrift
Plan Saudi Arabia; and
25. Registration Statement No. 333-44034 on Form S-8 for The Procter & Gamble
International Stock Ownership Plan.
/s/DELOITTE & TOUCHE LLP
- ------------------------
Deloitte & Touche LLP
September 12, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>11
<FILENAME>0011.txt
<TEXT>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000080424
<NAME> THE PROCTER & GAMBLE COMPANY
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-1-1999
<PERIOD-END> JUN-30-2000
<EXCHANGE-RATE> 1
<CASH> 1,415
<SECURITIES> 185
<RECEIVABLES> 2,910
<ALLOWANCES> 0
<INVENTORY> 3,490
<CURRENT-ASSETS> 10,069
<PP&E> 23,221
<DEPRECIATION> 9,529
<TOTAL-ASSETS> 34,194
<CURRENT-LIABILITIES> 10,065
<BONDS> 8,916
<PREFERRED-MANDATORY> 0
<PREFERRED> 1,737
<COMMON> 1,306
<OTHER-SE> 9,244
<TOTAL-LIABILITY-AND-EQUITY> 34,194
<SALES> 39,951
<TOTAL-REVENUES> 39,951
<CGS> 21,514
<TOTAL-COSTS> 12,483
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 722
<INCOME-PRETAX> 5,536
<INCOME-TAX> 1,994
<INCOME-CONTINUING> 3,542
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,542
<EPS-BASIC> 2.61
<EPS-DILUTED> 2.47
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>12
<FILENAME>0012.txt
<TEXT>
Exhibit (99-4)
--------------
Directors and Officers (Third) Excess Liability Policy
CHUBB ATLANTIC INDEMNITY LTD.
EXCESS INSURANCE POLICY
DECLARATIONS
Item 1. Parent Corporation: The Procter & Gamble Company
Principal Address: Policy Number: (01) 3310-04049
One P&G Plaza
Cincinnati, Ohio
U.S.A. 45202 Issued by the stock insurance
company indicated below, herein
called the Company.
CHUBB ATLANTIC INDEMNITY LTD.
Item 2. Premium: $115,000 Incorporated under the laws of Bermuda.
Item 3. Limit of Liability: See Endorsement 1
Item 4. Underlying Policy(ies):
(A) PRIMARY POLICY:
Insurer CODA
Limit of Liability $25,000,000
Deductible amount NONE
Policy number PG-106C
(B) Other Policy(ies):
Insurer XL Insurance
Limit of Liability $25,000,000
Excess of $25,000,000
Policy number XLD+O-00364-00
(C) Other Policy(ies):
Insurer Ace Bermuda Insurance Ltd
Limit of Liability $45,000,000
Excess of $50,000,000
Policy number PG-9271D
Item 5. Policy Period: From: June 30, 2000
To: June 30, 2001
12:01 a.m. Standard Time of the address
shown in Item 1.
Item 6. Endorsement(s) Effective at Inception: 1 and 2
Item 7. Pending or Prior Date: June 30, 1994
Item 8. Termination of Prior Policy(ies): (99)3310-04-49 / (00)3310-04-49
Item 9. Claims Notification: All notices to the Company, including
notices of loss or claim shall be sent via
mail to: Chubb Atlantic Indemnity Ltd.,
Suite 773, #48 Par-la-Ville Road,
Hamilton HM11, Bermuda
IN WITNESS WHEREOF, this policy has been made, entered into, executed, issued
and delivered by the undersigned in Hamilton, Bermuda on this 31st day of
July, 2000.
Senior Underwriter
- --------------------- ------------------------
Authorized Officer Title
CHUBB ATLANTIC INDEMNITY LTD.
ALL DISPUTE RESOLUTION IS BY BINDING ARBITRATION HELD IN BERMUDA PURSUANT TO THE
BERMUDA ARBITRATION ACT OF 1993 AND THE UNITED NATIONS COMMISSION ON
INTERNATIONAL TRADE LAW ("UNCITRAL") ARBITRATION RULES. BERMUDA LAW IS THE
GOVERNING LAW UNDER THIS POLICY. THE INSURED WAIVES ANY REQUIREMENT THAT THE
COMPANY POST A BOND AS A CONDITION PRECEDENT TO THE FILING OF ANY PLEADING IN
ANY DISPUTE. PLEASE REFER TO THE APPLICABLE SECTIONS OF THIS POLICY.
EXCESS INSURANCE POLICY
In consideration of payment of required premium and subject to the
Declarations made a part hereof and the limitations, conditions, provisions and
other terms of this policy, the Company agrees with the INSUREDS as follows:
INSURING CLAUSE
The Company shall provide the INSUREDS with insurance during the Policy
Period excess of the UNDERLYING INSURANCE. Coverage for any loss attach only
after: 1) all UNDERLYING INSURANCE carriers have paid in cash the full amount of
their respective liabilities, and 2) the full amount of the UNDERLYING INSURANCE
policies have been collected by the plaintiffs, the Insureds or the Insureds'
counsel and 3) all UNDERLYING INSURANCE has been exhausted. Coverage under this
policy shall then apply in conformance with the terms, conditions, exclusions
and endorsements of the PRIMARY POLICY, together with all limitations,
restrictions and exclusions contained in or added by endorsement to any other
UNDERLYING INSURANCE, except as specifically set forth in the terms, conditions,
exclusions and endorsements of this Policy. In no event shall this Policy grant
broader coverage than would be provided by any of the exhausted UNDERLYING
INSURANCE.
MAINTENANCE OF UNDERLYING INSURANCE
All of the Underlying Policy(ies) scheduled in Item 4. Of the
Declarations shall be maintained during the Policy Period in full effect and
affording coverage at least as broad as the PRIMARY POLICY, except for any
reduction of the aggregate limit(s) of liability available under the UNDERLYING
INSURANCE solely by reason of payment of losses thereunder. Failure to comply
with the foregoing shall not invalidate this policy but the Company shall not be
liable to a greater extent than if this condition had been complied with.
In the event of any actual or alleged (a) failure by the INSUREDS to
give notice or to exercise any extensions under any UNDERLYING INSURANCE or (b)
misrepresentation of breach of warranties by any of the INSUREDS with respect to
any UNDERLYING INSURANCE, the Company shall not be liable hereunder to a greater
extent than it would have been in the absence of such actual or alleged failure,
misrepresentation or breach.
DEPLETION OF UNDERLYING LIMIT(S)
In the event of the depletion of the limit(s) of liability of the
UNDERLYING INSURANCE solely as the result of payment of losses thereunder, this
policy shall, subject to the Company's limit of liability and to the other terms
of the policy, continue to apply for subsequent losses as excess insurance over
the amount of insurance remaining under such UNDERLYING INSURANCE. In the event
of the exhaustion of all of the limit(s) of liability of such UNDERLYING
INSURANCE solely as a result of payment of losses thereunder, the remaining
limits available under this policy shall, subject to the Company's limit of
liability and to the other terms of this policy, continue for subsequent losses
as primary insurance and any retention specified in the PRIMARY POLICY shall be
imposed under this policy; otherwise no retention shall be imposed under this
policy.
LIMIT OF LIABILITY
The amounts set forth in Endorsement Number 1, Item 3(A) and (B) is the
Limit of Liability of the Company and shall be the maximum liability for each
LOSS and maximum aggregate liability for each POLICY YEAR.
GOVERNING LAW, ARBITRATION AND JURISDICTION
This policy and any dispute, controvery, difference or claim which
arise from or relate to this policy, including but not limited to the express or
implied rights or obligations of one party to the other, or the alleged breach,
termination, invalidity or formation thereof, shall be governed by and construed
in accordance with the laws of Bermuda, without regard to its conflict of law
rules, provided, however, that the provisions, stipulations, exclusions and
conditions of the policy are to be construed in an evenhanded fashion as between
the Parent Corporation and the Company. Without limitation, where the language
of this policy is deemed to be ambiguous or otherwise unclear, the issue shall
be resolved in the manner most consistent with the relevant provisions,
stipulations, exclusions and conditions of the policy without regard to
authorship of the language, without any presumption or arbitrary interpretation
or construction in favor of either the Parent Corporation or the Company, and
without regard to parol or other evidence.
Any and all disputes, controversies, claims or differences between the
parties which arise from or relate to this policy, including but not limited to
the express or implied rights or obligations of one party to the other, or the
alleged breach, termination, invalidity or formation thereof, shall be solely
and exclusively determined and resolved by final and binding arbitration held in
Bermuda in accordance with the provisions of the Bermuda International
Conciliation and Arbitration Act 1993 (exclusive of the Conciliation Part of
such Act), and/or any statutory modifications or reenactments thereof, and the
United Nations Commission on International Trade Law ("UNCITRAL") Arbitration
Rules in effect as of the date of this policy.
Such arbitration shall be conducted by a Board composed of three (3)
arbitrators ("the Board"), each of whom shall be disinterested in the
controversy, to be selected for each controversy as follows:
Any party may, in the event of such a dispute, controversy, difference
or claim arising from or relating to this policy, including but not
limited to the express or implied rights or obligations of one party
to the other, or the alleged breach, termination, invalidity or
formation thereof, notify the other party or parties to such dispute,
controversy, difference or claim of its desire to arbitrate the
matter, and at the time of such notification, the party desiring
arbitration shall notify any other party or parties of the name of the
arbitrator selected by it. Any other party who has been so notified
shall within thirty (30) calendar days thereafter select an arbitrator
and notify the party desiring arbitration of the name of the second
arbitrator. If the party notified of the desire for arbitration shall
fail or refuse to nominate the second arbitrator within thirty (30)
calendar days following the receipt of such notification, the party
who first served notice of a desire to arbitrate will, within an
additional period of thirty (30) calendar days, apply to a court of
competent jurisdiction in Bermuda for the appointment of a second
arbitrator and in such a case the arbitrator appointed by such a Judge
shall be deemed to have been nominated by the party who failed to
select the second arbitrator. The two arbitrators, chosen as above
provided, shall within thirty (30) calendar days after the appointment
of the second arbitrator choose a third arbitrator. If the first two
arbitrators fail to agree on a third arbitrator within such thirty
(30) calendar days, either party shall immediately apply to a court of
competent jurisdiction in Bermuda for the appointment of a third
arbitrator. In such a case, the arbitrator appointed by such a Judge
shall be deemed to be accepted by the other two arbitrators. Upon
acceptance of the appointment by the thhird arbitrator, the Board for
the controversy in question shall be deemed fixed subject to each
parties' acceptance of each arbitrators' conflicts disclosure. All
notices and demands pursuant to this provision shall be delivered in
accordance with the policy conditions hereunder.
The Board shall fix, by a notice in writing to the parties involved, a
reasonable time and place for the hearing and may prescribe reasonable rules and
regulations governing the course and conduct of the arbitration proceeding,
including, without limitation, discovery by the parties.
The Board shall, within ninety (90) days following the conclusion of
the hearing, render its decision on the matter in controversy in writing and
shall cause a copy thereof to be served on all the parties thereto. Any award
for damages by the Board shall be compensatory only. In case the Board fails to
reach a unanimous decision, the decision of the majority of the members of the
Board shall be deemed to be the decision of the Board and the same shall be
final and binding on the parties thereto. Such decision shall be a complete
defense to any attempted appeal or litigation of such decision in the absence of
fraud or collusion. Without limiting the foregoing, the parties waive any right
to appeal to and/or collateral review of the decisions of the Board by any court
or other body to the fullest extent permitted by applicable law.
Each party shall bear the costs of its legal representation, its own
arbitrator and its prosecution or defense. If two of the arbitrators are chosen
by one party, as above provided, then the expense of all three arbitrators shall
be equally dividend between the parties. Irrespective of the decision and
outcome of arbitration, all costs of the third arbitrator, any expert advice
retained by the Board and all costs to hold the arbitration proceedings (such as
stenographer, hearing room) shall be borne equally by the parties.
The Company and the Parent Corporation agree that in the event that
claims for indemnity or contribution are asserted in any action or proceeding
against the Company by any of the Parent Corporation other insurers in any
jurisdiction or forum other than that set forth in this policy, the Parent
Corporation will in good faith take all reasonable steps requested by the
Company to assist the Company in obtaining a dismissal of these claims (other
than on the merits) and will, without limitation, undertake to the court or
other tribunal to reduce any judgement or award against such other insurers to
the extent that the court or tribunal determines that the Company will have been
liable to such insurers for indemnity or contribution pursuant to the policy.
The Parent Corporation shall be entitled to assert claims against the Company
for coverage under the policy, including without limitation, for amounts by
which the Parent Corporation reduced its claim or judgment against such other
insurers in respect of such claims for indemnity or contribution, in an
arbitration between the Company and the Parent Corporation pursuant to this
provision of the policy and any dispute, controversy, difference or claim
arising out of or relating to this policy, provided, however, that the Company
in such arbitration in respect of such reduction of any judgment shall be
entitled to raise any defenses under this policy and any other defenses (other
than jurisdictional defenses) as it would have been entitled to raise in the
action or proceeding with such insurers, (and no determination in any such
actions or proceeding involving such other insurers) shall be collateral
estoppel, res judicata or other issue preclusion effect against the Company in
such arbitration, irrespective of whether or not the Company remained a party to
such action or proceeding with such insurers.
CLAIM PARTICIPATION
The Company may, at its sole discretion, elect to participate in the
investigation, settlement or defense of any claim against any of the INSUREDS
for matters covered by this policy even if the UNDERLYING INSURANCE has not been
exhausted.
SUBROGATION - RECOVERIES
In the event of any payment under this policy, the Company shall be
subrogated to all the INSUREDS' rights of recovery against any person or
organization, as state din the PRIMARY POLICY, and the INSUREDS shall execute
and deliver instruments and papers and do whatever else is necessary to secure
such rights.
Any amounts recovered after payment of loss hereunder shall be
apportioned in the inverse order of payment to the extent of actual payment. The
expenses of all such recover proceedings shall be apportioned in the ration of
respective recoveries.
The Company shall be given notice in writing as soon as is practicable
(a) in the event of the cancellation of any UNDERLYING INSURANCE and (b) of any
notice given or additional or return premiums charged or paid in connection with
any UNDERLYING INSURANCE.
Notice of any claim shall be given in writing to the Company.
COMPANY AUTHORIZATION CLAUSE
By acceptance of this policy, the Parent Corporation named in Item 1.
of the Declarations agrees to act on behalf of all the INSUREDS with respect to
the giving and receiving of notice of claim or cancellations, the payment of
premiums and the receiving of any return premium that may become due under this
policy; and the INSUREDS agree that the Parent Corporation shall act on their
behalf.
ALTERATION
No change in or modification of this policy shall be effective except
when made by written endorsements signed by an authorized officer of Chubb
Atlantic Indemnity Limited.
POLICY TERMINATION
This policy may be cancelled by the PARENT CORPORATION at any time by
written notice or by surrender of this policy to the Company. This policy may
also be cancelled by or on behalf of the Company by delivery to the PARENT
CORPORATION or by mailing to the PARENT CORPORATION, by registered, certified or
other first class mail, at the address shown in Item 2. of the Declarations,
written notice stating when, not less than thirty days thereafter, the
cancellation shall become effective. The mailing of such notice as aforesaid
shall be sufficient proof of notice and this policy shall terminate at the date
and hour specified in such notice.
If the period of limitation relating to the giving of notice is
prohibited or made void by any law controlling the construction thereof, such
period shall be deemed to be amended so as to be equal to the minimum period of
limitation permitted by such law. The Company shall refund the unearned premium
computed at customary short rates if the policy is terminated in its entirety by
the PARENT CORPORATION. Under any other circumstances the refund shall be
computed pro rata.
TERMINATION OF PRIMARY POLICY
This policy shall terminate immediately upon the termination of the
PRIMARY POLICY, whether by the INSUREDS or the primary insurer. Notice of
cancellation or non-renewal of the PRIMARY POLICY duly given by the primary
insurer shall serve as notice of the cancellation or non-renewal of this policy
by the Company.
TERMINATION OF PRIOR POLICY(IES)
The taking effect of this policy shall terminate, if not already
terminated, the policy(ies) specified in Item 8. of the Declarations.
POLICY DEFINITIONS
INSUREDS means those persons insured under the PRIMARY POLICY.
PRIMARY POLICY means the policy scheduled in Item 4.(A) of the Declarations or
any policy of the same insurer replacing or renewing such policy.
POLICY YEAR means the one year period between the anniversaries of the PRIMARY
POLICY, provided that: (1) the first POLICY YEAR of this policy shall be the
period between the inception of this policy and the next subsequent anniversary
of the PRIMARY POLICY, and (2) the last POLICY YEAR of this policy shall be the
period between the termination of this policy and the anniversary of the PRIMARY
POLICY immediately preceding such termination. If any discovery period extension
is exercised such extension shall be treated as set forth in the PRIMARY POLICY.
UNDERLYING INSURANCE means all those policies scheduled in Item 4 of the
Declarations and any policies replacing them.
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 1
DATE ISSUED: July 31, 2000
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (01)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: H&H Park International Limited
EFFECTIVE DATE: June 30, 2000
PAGE: 1 of 1
AMENDED LIMIT OF LIABILITY
It is understood and agreed that Item 3., Limit of Liability, as set forth on
the Declarations Page, is deleted in its entirety and replaced with the
following:
Item 3. Limit of Liability (Inclusive of Defense Costs):
(A) Each LOSS $50,000,000
(B) Each POLICY YEAR $50,000,000
Excess of:
(A) Each LOSS $95,000,000
(B) Each POLICY YEAR $95,000,000
which in turn is excess of the Deductible/Retention
shown below:
Retention Amount: $None
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
July 31, 2000
- --------------------- ---------------
Authorized Representative Date
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 2
DATE ISSUED: July 31, 2000
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (01)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: H&H Park International Limited
EFFECTIVE DATE: June 30, 2000
PAGE: 1 of 1
PRIOR AND PENDING LITIGATION - EXCESS
It is understood and agreed that the company shall not be liable to make any
payment for Loss in connection with any Claim based upon, arising out of,
relating to, in consequence of, or in any way involving:
(1) any litigation, arbitration, claims, demands, causes of action,
equitable, legal or quasi-legal proceedings, decrees or judgments
(collectively referred to as litigation) against any INSUREDS
occurring prior to or pending as of June 30, 1994, of which the
INSUREDS has received notice or otherwise had knowledge as of such
date; or
(2) any subsequent litigation arising from, or based on substantially the
same matters as alleged in the prior or pending litigation included in
(1) above; or
(3) any Wrongful Act of the INSUREDS which gave rise to the prior or
pending litigation included in (1) above.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
July 31, 2000
- --------------------- ---------------
Authorized Representative Date
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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