UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000 Commission file number 1-434
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-0411980
(State of incorporation) (I.R.S. Employer Identification No.)
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 983-1100
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 .
There were 1,307,893,101 shares of Common Stock outstanding as of
March 31, 2000.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The Consolidated Statements of Earnings of The Procter & Gamble Company and
subsidiaries for the three and nine months ended March 31, 2000 and 1999, the
Condensed Consolidated Balance Sheets as of March 31, 2000 and June 30, 1999,
and the Condensed Consolidated Statements of Cash Flows for the nine months
ended March 31, 2000 and 1999 follow. In the opinion of management, these
unaudited consolidated financial statements contain all adjustments necessary to
present fairly the financial position, results of operations, and cash flows for
the interim periods reported. However, such financial statements may not be
necessarily indicative of annual results. Certain reclassifications of prior
year's amounts have been made to conform with the current year's presentation.
<TABLE>
<CAPTION>
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Amounts in Millions Except Per Share Amounts
Three Months Ended Nine Months Ended
March 31 March 31
------------------ -----------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
NET SALES $ 9,783 $ 9,231 $30,290 $28,675
Cost of products sold 5,327 4,901 16,096 15,375
Marketing, research, and
administrative expenses 3,136 2,665 9,185 7,924
------- ------- ------- -------
OPERATING INCOME 1,320 1,665 5,009 5,376
Interest expense 180 168 505 491
Other income, net 51 53 147 163
------- ------- ------- -------
EARNINGS BEFORE INCOME TAXES 1,191 1,550 4,651 5,048
Income taxes 438 510 1,625 1,699
------- ------- ------- -------
NET EARNINGS $ 753 $ 1,040 $ 3,026 $ 3,349
======= ======= ======= =======
PER COMMON SHARE:
Basic net earnings $ 0.55 $ 0.76 $ 2.23 $ 2.46
Diluted net earnings $ 0.52 $ 0.72 $ 2.10 $ 2.30
Dividends $ 0.320 $ 0.285 $ 0.960 $ 0.855
AVERAGE COMMON SHARES
OUTSTANDING - DILUTED 1,426.7 1,448.3 1,432.9 1,448.3
</TABLE>
<TABLE>
<CAPTION>
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
Amounts in Millions
March 31 June 30
2000 1999
------- -------
ASSETS
- ------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,964 $ 2,294
Investment securities 193 506
Accounts receivable 2,983 2,940
Inventories
Materials and supplies 1,326 1,176
Work in process 399 375
Finished products 2,075 1,787
Deferred income taxes 315 621
Prepaid expenses and other current assets 1,965 1,659
------- -------
TOTAL CURRENT ASSETS 11,220 11,358
PROPERTY, PLANT AND EQUIPMENT 23,211 21,400
LESS ACCUMULATED DEPRECIATION 9,608 8,774
------- -------
TOTAL PROPERTY, PLANT AND EQUIPMENT 13,603 12,626
GOODWILL AND OTHER INTANGIBLE ASSETS 8,907 6,822
OTHER NON-CURRENT ASSETS 1,519 1,307
------- -------
TOTAL ASSETS $35,249 $32,113
======= =======
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 6,527 $ 7,611
Debt due within one year 4,066 3,150
------- -------
TOTAL CURRENT LIABILITIES 10,593 10,761
LONG-TERM DEBT 9,394 6,231
DEFERRED INCOME TAXES 560 362
OTHER NON-CURRENT LIABILITIES 2,374 2,701
------- -------
TOTAL LIABILITIES 22,921 20,055
SHAREHOLDERS' EQUITY
Preferred stock 1,745 1,781
Common stock-shares outstanding - March 31 1,307.9 1,308
June 30 1,319.8 1,320
Additional paid-in capital 1,628 1,337
Reserve for ESOP debt retirement (1,505) (1,552)
Accumulated comprehensive income (1,657) (1,606)
Retained earnings 10,809 10,778
-------- --------
TOTAL SHAREHOLDERS' EQUITY 12,328 12,058
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $35,249 $32,113
======== ========
</TABLE>
<TABLE>
<CAPTION>
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in Millions Nine Months Ended
March 31
------------------
2000 1999
------- -------
<S> <C> <C>
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR $ 2,294 $ 1,549
OPERATING ACTIVITIES
Net earnings 3,026 3,349
Depreciation and amortization 1,588 1,256
Deferred income taxes 443 172
Change in:
Accounts receivable 22 (36)
Inventories (440) (158)
Accounts payables and accruals (1,184) 96
Other operating assets & liabilities (569) (835)
Other 26 (217)
------- -------
TOTAL OPERATING ACTIVITIES 2,912 3,627
------- -------
INVESTING ACTIVITIES
Capital expenditures (2,086) (1,934)
Proceeds from asset sales and retirements 247 360
Acquisitions (2,942) (117)
Change in investment securities 259 51
------- -------
TOTAL INVESTING ACTIVITIES (4,522) (1,640)
------- -------
FINANCING ACTIVITIES
Dividends to shareholders (1,350) (1,242)
Change in short-term debt 981 750
Additions to long-term debt 3,542 952
Reduction of long-term debt (397) (346)
Proceeds from stock options 174 182
Purchase of treasury shares (1,666) (1,586)
------- -------
TOTAL FINANCING ACTIVITIES 1,284 (1,290)
------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (4) 9
CHANGE IN CASH AND CASH EQUIVALENTS (330) 706
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,964 $ 2,255
======= =======
</TABLE>
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in Millions
1. These statements should be read in conjunction with the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1999. The results of
operations for the three-month and nine-month periods ended March 31, 2000
are not indicative necessarily of the results for the full year.
2. Comprehensive Income - Total comprehensive income is comprised primarily of
net earnings, net currency translation gains and losses, and net unrealized
gains and losses on securities. Total comprehensive income for the three
months ended March 31, 2000 and 1999 was $752 and $666, respectively. For
the nine months ended March 31, 2000 and 1999 total comprehensive income
was $2,975 and $3,215, respectively.
3. Segment Information - The basis for presenting segment results generally is
consistent with overall Company reporting. The primary difference relates
to presentation of partially-owned operations, which are presented as if
owned 100% in the operating segments. The adjustment to ownership basis is
included in Corporate & Other, which also includes certain financing and
investment activities, goodwill amortization, charges related to the
Organization 2005 program, and other general corporate income and expense
items.
<TABLE>
<CAPTION>
Three Months Fabric & Health Beauty Food & Corporate
Ended March 31 Home Care Paper Care Care Beverage & Other Total
--------- ----- ------ ------ -------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales
2000 $2,939 $2,931 $1,076 $1,899 $ 976 $ (38) $ 9,783
1999 2,751 3,008 707 1,781 1,095 (111) 9,231
Earnings Before Income Taxes
2000 458 383 164 360 78 (252) 1,191
1999 597 521 91 321 118 (98) 1,550
Net Earnings
2000 283 218 101 231 50 (130) 753
1999 381 299 58 205 73 24 1,040
<CAPTION>
Nine Months Fabric & Health Beauty Food & Corporate
Ended March 31 Home Care Paper Care Care Beverage & Other Total
--------- ----- ------ ------ -------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales
2000 $9,267 $9,124 $2,950 $5,621 $3,506 $ (178) $30,290
1999 8,549 9,244 2,197 5,566 3,515 (396) 28,675
Earnings Before Income Taxes
2000 1,885 1,456 513 1,137 466 (806) 4,651
1999 1,913 1,728 323 1,137 429 (482) 5,048
Net Earnings
2000 1,173 855 316 729 293 (340) 3,026
1999 1,202 994 208 714 263 (32) 3,349
</TABLE>
Item 2. Management Discussion and Analysis
RESULTS OF OPERATIONS
- ---------------------
The Company reported net earnings of $753 million or $0.52 per diluted share for
the quarter ended March 31, 2000, including charges of $170 million related to
its Organization 2005 program. Core net earnings per diluted share, which
exclude the Organization 2005 costs, were $0.64. This 11 percent decline over
the third quarter of last year is primarily due to higher costs, including
increased investments behind consumer and customer initiatives and a slight
decline in gross margin.
Net sales grew six percent to $9.78 billion. Exchange rates, primarily the euro,
depressed sales by about two percent. A strong Japanese yen and Mexican peso
partially offset the weaker currencies in Western Europe. Unit volume grew seven
percent, reflecting stepped-up initiative activity across geographies, base
business strength, and acquisition effects, primarily Iams.
For the first nine months, reported net earnings were $3.03 billion, or $2.10
per diluted share. Worldwide net sales grew six percent to $30.29 billion on
five percent unit volume growth, despite a one percent impact of unfavorable
exchange rates. Core net earnings were $3.45 billion, generating core diluted
net earnings per share of $2.40, a four percent increase.
Gross margin was 45.5 percent for the current quarter compared to 46.9 percent
in the same quarter of the prior year and 44.8 percent for the fiscal year ended
June 30, 1999. Impacting gross margin is a before-tax charge of $107 million
related to the Organization 2005 restructuring project. Excluding this charge,
core gross margin was 46.6 percent, down from the prior year behind
commodity-related cost increases and exchange impacts.
Operating margin was 13.5 percent for the January-March quarter versus 18.0
percent in the same quarter a year ago and 16.4 percent for the prior fiscal
year. Excluding $184 million before tax in Organization 2005 charges, operating
margin was 15.4 percent. The decline in operating margin was driven by the gross
margin decrease, as well as heavy initiative investments. The initiative
investments most negatively affected marketing, research, and administrative
expenses, which increased considerably versus the same quarter in the prior
year.
For the nine-month period, gross margin was 46.9 percent, an increase versus
46.4 percent reported in the same period a year ago. Excluding Organization 2005
charges of $322 million before tax, gross margin was 47.9 percent. Operating
margin on a year-to-date basis was 16.5 percent compared to 18.7 percent for the
same period last year. Without Organization 2005 charges of $527 million before
tax, operating margin was 18.3 percent.
FABRIC AND HOME CARE
- --------------------
Fabric and home care continued to deliver strong top-line results, with unit
volume growth of eight percent behind global initiative activity and solid base
business performance in North America. Sales increased seven percent, to $2.94
billion, including a two percent negative currency impact. Importantly, overall
global market share grew, with Latin America delivering substantial share
progress and top-line growth in the face of heavy competitive activity. Net
earnings were $283 million, a decline of 26 percent. These results reflect the
significant investments behind new initiatives including Mr. Clean Wipes and Fit
Fruit and Vegetable Wash, the expansion of Dryel, Swiffer, and Mr. Proper Wipes,
innovative customer marketing programs and increases in petroleum-related costs.
Western European earnings were significantly impacted by initiative investment
and response to heavy competitive activity.
For the first nine months of the fiscal year, higher value initiatives drove
sales up eight percent and unit volume up seven percent. Net earnings decreased
two percent.
PAPER
- -----
Paper continues to face significant challenges including unfavorable cost trends
and a difficult competitive environment. Volume was up one percent on the
quarter, as solid volume progress in the tissue and towel business offset
weakness in diapers and the prior year divestiture of Attends in feminine care
products. Sales of $2.93 billion were down three percent, driven by a three
percent negative currency impact. Rising pulp prices, capacity expansion and
initiative investments depressed earnings, bringing them down 27 percent to $218
million. Charmin and Bounty posted solid gains behind product upgrades and
geographical expansion. The segment announced pricing plans to counter rising
commodity-related raw material increases, effective for the April-June quarter.
On a year-to-date basis, sales were down one percent on flat unit volume. Net
earnings fell 14 percent.
BEAUTY CARE
- -----------
Beauty care posted solid growth in the January-March quarter, reflecting an
improving business trend. Sales grew well ahead of volume, and the business
generated earnings growth despite heavy initiative investments. Sales grew seven
percent to $1.90 billion on a four percent unit volume increase fueled by
premium initiatives in hair care, including the Physique styling-led hair care
line. Earnings increased 13 percent to $231 million, bolstered by premium-priced
products.
For the first nine months of the fiscal year, sales grew one percent, despite a
two percent unit volume decline. Net earnings were up two percent.
HEALTH CARE
- -----------
Health care results highlight the benefits of acquisitions, as Iams drove volume
and sales growth. Sales were up 52 percent to $1.08 billion, on 59 percent
volume growth. Excluding acquisitions and divestitures, volume was down one
percent, as a slower cold and flu season offset strong gains in oral care.
Earnings were up 74 percent to $101 million. Earnings excluding Iams were down,
as the business continued to invest in its portfolio of new products. As
expected, the regulatory approval of Actonel for the prevention and treatment of
osteoporosis was recently obtained, with marketing efforts and shipments to
begin shortly.
Year-to-date, volume increased 33 percent with net sales up 34 percent. Net
earnings increased 52 percent.
FOOD AND BEVERAGE
- -----------------
Results in food and beverage were negatively impacted by a divestiture in the
prior year and commodity-related pricing actions. Sales declined 11 percent to
$976 million on an eight percent unit volume decline. Excluding the divestiture
impacts, unit volume was down three percent. Pricing actions affected both
market size and timing of shipments in the segment, primarily in coffee. Volume
was also negatively impacted by softness in Sunny Delight in Western Europe and
snacks in the United States. Earnings were down 32 percent to $50 million,
reflecting the Hawaiian Punch divestiture last year and initiative-related cost
increases, particularly in Western Europe, where we are launching Sunny Delight
into France and Spain.
For the first nine months of the fiscal year, unit volume was up one percent on
flat net sales. Net earnings increased 11 percent.
CORPORATE
- ---------
The corporate segment includes certain financing and employee benefit costs,
goodwill amortization, other general corporate income and expense items, segment
eliminations and Organization 2005 charges. Due to the nature of its components,
results can vary significantly by quarter and year. In the January-March
quarter, earnings declined sharply due to the Organization 2005 charges.
Excluding Organization 2005, gains on the settlement of a patent dispute with
Paragon Trade Brands and the divestiture of the Chloraseptic brand were offset
by higher costs associated with certain employee benefit programs, higher
interest expense, goodwill amortization and corporate innovation investments.
FINANCIAL CONDITION
- -------------------
Total debt increased $4.1 billion since June 30, 1999. The incremental debt was
used primarily to fund the previously announced share repurchase program and the
acquisitions of the Iams Company and Recovery Engineering. During its March,
2000 meeting, the Board of Directors approved increasing the Company's
authorization to repurchase its shares to 56 million, up from 40 million.
For the nine-month period ended March 31, 2000, cash generated from operating
activities totaled $2.9 billion, down from $3.6 billion in the same period in
the prior year. The decrease resulted primarily from incremental investments in
working capital and lower earnings versus a year ago.
Acquisitions were up $2.8 billion versus the year ago period. Capital spending
grew $152 million, versus the year ago period, including capital projects
related to Organization 2005.
FOURTH QUARTER
- --------------
The Company confirmed that it is comfortable with the current range of analysts'
earnings estimates. April-June volume growth currently is estimated at five to
seven percent. The Company also noted that the increase in net income for the
April-June quarter will result from an increase in income from the corporate
segment. Business units will be negatively impacted by continued investment in
new initiatives, and they will likely report profit results which are flat or
down versus fourth quarter a year ago.
ORGANIZATION 2005 UPDATE
- ------------------------
On June 9, 1999, the Company announced an Organization 2005 program that is an
integral part of the broader 2005 initiative, which includes a realignment of
the organization structure, work processes and culture designed to accelerate
growth by streamlining management decision-making, manufacturing and other work
processes. These changes are intended to increase the Company's ability to
innovate and bring initiatives to global markets more quickly. In order to
implement the program's structural changes and achieve the benefits of faster
growth, the Company will make a number of structural changes to both its
administrative and manufacturing operations.
Charges related to Organization 2005 consist primarily of costs related to the
consolidation of manufacturing facilities (including accelerated depreciation,
asset writedowns and contract termination costs) and employee separation costs.
During the quarter ended March 31, 2000, the Company recorded expenses totaling
$184 million before tax related to Organization 2005, as detailed in the
following table:
<TABLE>
<CAPTION>
Organization 2005 July-March, 2000 Charges (before tax)
-------------------------------------------------------
For the July-March Period
-------------------------
Beginning Current Charged Ending
Reserves Charges Quarter Total Cash Against Reserves
at 6/30/99 Jul-Dec 99 Charges Charges Spent Assets 3/31/00
---------- ---------- ------- ------- ----- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Employee separations $35 $72 $38 $110 $(66) $-- $79
Asset write-downs -- 9 4 13 -- (13) --
Accelerated depreciation -- 199 100 299 -- (299) --
Other 9 63 42 105 (97) (4) 13
---------- ---------- ------- ------- ----- ------- --------
44 343 184 527 (163) (316) 92
---------- ---------- ------- ------- ----- ------- --------
</TABLE>
During January-March, 2000, Organization 2005 costs charged against the
Company's cost of products sold amounted to $107 million, while charges included
in marketing, research and administrative expenses amounted to $77 million.
Charges related to Organization 2005 are included in Corporate & Other in the
Company's segment disclosures. The underlying plant closures and consolidations
will impact all regions and product segments. Planned plant closures and
consolidations will not all be executed immediately due to either capacity or
logistics constraints. For the July-March, 2000 period, total charges related to
Organization 2005 amounted to $527 million before tax.
Employee separation charges in January-March, 2000 are associated with severance
packages for approximately 300 people, representing primarily administrative
employees in North America, Asia, and Europe, along with production employees in
Latin America. For the fiscal year-to-date period, separation charges related to
Organization 2005 totaled $110 million, and relate to approximately 1,310
terminations. The predominantly voluntary packages 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 in accordance with
P&G policy for such programs. On average, net enrollment is expected to decline
by approximately 75% of total separations, as some terminations will be
partially offset through increased enrollment at remaining sites. Of total
separations expected through fiscal 2001, approximately half will take place in
manufacturing with the balance in administrative functions. Separation costs
related to manufacturing employees are included in cost of products sold, while
those for administrative employees are reported in marketing, research and
administrative expenses.
Charges for accelerated depreciation relate 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 closures that will
occur primarily over the next three years as a result of the Organization 2005
program. The Company has changed the estimated useful lives of such assets,
resulting in an acceleration of depreciation. Approximately 50% of the $100
million of accelerated depreciation recorded in the January-March, 2000 quarter
is concentrated in the paper segment and reflects the standardization of
manufacturing and other work processes being undertaken in that segment. Most of
the remaining balance is concentrated in the beauty care and fabric and home
care segments. For the nine month period ended March 31, 2000, total charges
related to accelerated depreciation amounted to $299 million before tax.
Charges for other costs related to Organization 2005 amounted to $42 million
during the January-March, 2000 quarter, and consisted primarily of costs
associated with the restructuring of certain beauty care categories, as well as
relocation, training costs and other Organization 2005-related expenses. For the
fiscal year-to-date period, other costs totaled $105 million.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(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).
(11) Computation of Earnings per Share.
(12) Computation of Ratio of Earnings to Fixed Charges.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K containing information
pursuant to Item 5 ("Other Events") dated March 7, 2000, entitled "P&G
to Deliver 7-8% Second Half Top Line Growth, Revises Earnings Outlook."
Pursuant to the requirements 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.
THE PROCTER & GAMBLE COMPANY
/S/D. R. WALKER
- --------------------------------------
D. R. Walker
Vice President and Comptroller
(Principal Accounting Officer)
Date: April 28, 2000
EXHIBIT INDEX
Exhibit No. Page No.
(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).
(11) Computation of Earnings per Share 12
(12) Computation of Ratio of Earnings to Fixed Charges 13
(27) Financial Data Schedule 14
<TABLE>
<CAPTION>
EXHIBIT (11)
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
================================================
Computation of Earnings Per Share
--------------------------------------------
Amounts in Millions Except Per Share Amounts
Three Months Ended Nine Months Ended
March 31 March 31
------------------- -------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
BASIC NET EARNINGS PER SHARE
- ----------------------------
Net earnings $ 753 $ 1,040 $ 3,026 $ 3,349
Deduct preferred stock dividends 28 28 87 82
------- ------- ------- -------
Net earnings applicable to common stock $ 725 $ 1,012 $ 2,939 $ 3,267
======= ======= ======= =======
Average number of common shares outstanding 1,314.0 1,329.4 1,315.3 1,329.4
======= ======= ======= =======
Basic net earnings per share $ 0.55 $ 0.76 $ 2.23 $ 2.46
======= ======= ======= =======
DILUTED NET EARNINGS PER SHARE
- ------------------------------
Net earnings $ 753 $ 1,040 $ 3,026 $ 3,349
Deduct differential - preferred
vs. common dividends 5 6 14 17
------- ------- ------- -------
Net earnings applicable to common stock $ 748 $ 1,034 $ 3,012 $ 3,332
======= ======= ======= =======
Average number of common shares outstanding 1,314.0 1,329.4 1,315.3 1,329.4
Add potential effect of:
Exercise of options 18.8 21.4 23.0 21.4
Conversion of preferred stock 93.9 97.5 94.6 97.5
------- ------- ------- -------
Average number of common shares
outstanding, assuming dilution 1,426.7 1,448.3 1,432.9 1,448.3
======= ======= ======= =======
Diluted net earnings per share $ 0.52 $ 0.72 $ 2.10 $ 2.30
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT (12)
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
=============================================
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
-------------------------------------------------
Millions of Dollars
Nine Months Ended
Years Ended June 30 March 31
----------------------------------------- -----------------
1995 1996 1997 1998 1999 1999 2000
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED
- -------------------
Earnings from operations before income taxes
after eliminating undistributed earnings
of equity method investees $4,022 $4,695 $5,274 $5,704 $5,866 $5,065 $4,620
Fixed charges, excluding capitalized interest 571 576 534 639 751 562 676
------ ------ ------ ------ ------ ------ ------
TOTAL EARNINGS, AS DEFINED $4,593 $5,271 $5,808 $6,343 $6,617 $5,627 $5,296
FIXED CHARGES, AS DEFINED
- -------------------------
Interest expense including capitalized interest $ 511 $ 493 $ 457 $ 548 $ 650 $ 491 $ 505
1/3 of rental expense 83 92 77 91 101 71 79
------ ------ ------ ------ ------ ------ ------
TOTAL FIXED CHARGES AS DEFINED $ 594 $ 585 $ 534 $ 639 $ 751 $ 562 $ 584
====== ====== ====== ====== ====== ====== ======
RATIO OF EARNINGS TO FIXED CHARGES 7.7 9.0 10.9 9.9 8.8 10.0 9.1
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE
NINE MONTHS ENDED MARCH 31, 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> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 1,964
<SECURITIES> 193
<RECEIVABLES> 2,983
<ALLOWANCES> 0
<INVENTORY> 3,800
<CURRENT-ASSETS> 11,220
<PP&E> 23,211
<DEPRECIATION> 9,608
<TOTAL-ASSETS> 35,249
<CURRENT-LIABILITIES> 10,593
<BONDS> 9,394
0
1,745
<COMMON> 1,308
<OTHER-SE> 9,275
<TOTAL-LIABILITY-AND-EQUITY> 35,249
<SALES> 30,290
<TOTAL-REVENUES> 30,290
<CGS> 16,096
<TOTAL-COSTS> 9,185
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 505
<INCOME-PRETAX> 4,651
<INCOME-TAX> 1,625
<INCOME-CONTINUING> 3,026
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,026
<EPS-BASIC> 2.23
<EPS-DILUTED> 2.10
</TABLE>
