PROCTER & GAMBLE CO - 10-Q - 20050131 - NOTES_TO_FINANCIAL_STATEMENT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2004 and the Form
8-K filed on October 22, 2004 reflecting certain changes to the Company's
segment information. The results of operations for the three-month and
six-month periods ended December 31, 2004 are not indicative necessarily of
annual results.
2. Comprehensive Income - Total comprehensive income is composed primarily of
net earnings, net currency translation gains and losses, impacts of net
investment and cash flow hedges and net unrealized gains and losses on
securities. Total comprehensive income for the three months ended December
31, 2004 and 2003 was $3,001 million and $2,429 million, respectively. For
the six months ended December 31, 2004 and 2003, total comprehensive income
was $5,219 million and $4,366 million, respectively.
3. Segment Information - Following is a summary of segment results, including
supplemental data on the Fabric and Home Care, Snacks and Coffee, Health
Care and Baby and Family Care businesses.
SEGMENT INFORMATION
Amounts in millions
Three Months Ended December 31 Six Months Ended December 31
------------------------------------------ ------------------------------------------
Earnings Before Earnings Before
Net Sales Income Taxes Net Earnings Net Sales Income Taxes Net Earnings
------------------------------------------ ------------------------------------------
Total Beauty Care 2004 $ 5,022 $ 1,166 $ 814 $ 9,677 $ 2,174 $ 1,506
2003 4,492 1,011 654 8,245 1,902 1,253
Health Care 2004 $ 2,043 $ 472 $ 313 $ 3,887 $ 847 $ 568
2003 1,908 488 325 3,636 881 591
Baby & Family Care 2004 $ 2,978 $ 577 $ 360 $ 5,828 $ 1,093 $ 680
2003 2,673 446 281 5,280 918 575
------------------------------------------ ------------------------------------------
Total Health, Baby & Family Care 2004 $ 5,021 $ 1,049 $ 673 $ 9,715 $ 1,940 $ 1,248
2003 4,581 934 606 8,916 1,799 1,166
Fabric & Home Care 2004 $ 3,784 $ 836 $ 566 $ 7,594 $ 1,733 $ 1,166
2003 3,407 843 568 6,800 1,675 1,128
Snacks & Coffee 2004 $ 846 $ 190 $ 124 $ 1,586 $ 316 $ 207
2003 808 196 129 1,541 339 224
------------------------------------------ -------------------------------------------
Total Household Care 2004 $ 4,630 $ 1,026 $ 690 $ 9,180 $ 2,049 $ 1,373
2003 4,215 1,039 697 8,341 2,014 1,352
Corporate 2004 $ (221) $ (316) $ (138) $ (376) $ (367) $ (87)
2003 (67) (362) (139) (86) (551) (192)
------------------------------------------ -------------------------------------------
Total 2004 $ 14,452 $ 2,925 $ 2,039 $ 28,196 $ 5,796 $ 4,040
2003 13,221 2,622 1,818 25,416 5,164 3,579
4. Goodwill and Other Intangible Assets - Goodwill as of December 31, 2004 is
allocated by reportable segment as follows (amounts in millions):
Six Months Ended
December 31, 2004
-----------------
Total Beauty Care, beginning of year $ 14,457
Acquistions & divestiture 132
Translation & other 783
Goodwill, December 31, 2004 $ 15,372
Health Care, beginning of year $ 3,315
Acquistions & divestiture 27
Translation & other 33
Goodwill, December 31, 2004 $ 3,375
Baby & Family Care, beginning of year $ 941
Acquistions & divestiture --
Translation & other 52
Goodwill, December 31, 2004 $ 993
Total Health, Baby & Family Care, beginning of year $ 4,256
Acquistions & divestiture 27
Translation & other 85
Goodwill, December 31, 2004 $ 4,368
Fabric & Home Care, beginning of year $ 614
Acquistions & divestiture 27
Translation & other 10
Goodwill, December 31, 2004 $ 651
Snacks & Coffee, beginning of year $ 283
Acquistions & divestiture (25)
Translation & other 2
Goodwill, December 31, 2004 $ 260
Total Household Care, beginning of year $ 897
Acquistions & divestiture 2
Translation & other 12
Goodwill, December 31, 2004 $ 911
Goodwill, Net, beginning of year $ 19,610
Acquistions & divestiture 161
Translation & other 880
Goodwill, December 31, 2004 $ 20,651
The increase in goodwill from June 30, 2004 is primarily due to the
completed allocation of the purchase price relating to the September 2003
acquisition of Wella AG and translation impacts. The Company finalized the
allocation of Wella purchase price to the individual assets acquired and
liabilities assumed. In addition, the Company completed its analysis of
collaboration plans.
Identifiable intangible assets as of December 31, 2004 are comprised of
(amounts in millions):
Gross Carrying Accumulated
Amount Amortization
Amortizable intangible assets with 2,362 687
determinable lives
Intangible assets with indefinite lives 2,980 -
------------------------------------------------------------------------
Total identifiable intangible assets 5,342 687
Amortizable intangible assets consist principally of patents, technology
and trademarks. The non-amortizable intangible assets consist primarily of
certain trademarks.
The amortization of intangible assets for the three and six months ended
December 31, 2004 is $51 million and $99 million, respectively.
5. Pro Forma Stock-Based Compensation - The Company has a primary stock-based
compensation plan under which stock options are granted annually to key
managers and directors with exercise prices equal to the market price of
the underlying shares on the date of grant. Grants were made under plans
approved by shareholders in 1992, 2001 and 2003. Grants issued since
September 2002 are vested after three years and have a ten-year life.
Grants issued from July 1998 through August 2002 are vested after three
years and have a fifteen-year life, while grants issued prior to July 1998
are vested after one year and have a ten-year life. The Company also makes
other minor grants to employees, for which vesting terms and option lives
are not substantially different.
Pursuant to SFAS 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," which
recognizes expense based on the intrinsic value at date of grant. As stock
options have been issued with exercise prices equal to the market value of
the underlying shares on the grant date, no compensation cost has resulted.
Had compensation cost for all options granted been determined based on the
fair value at grant date consistent with SFAS No. 123, the Company's net
earnings and earnings per share would have been as follows:
Amounts in millions except per share data
Three Months Ended Six Months Ended
December 31 December 31
----------------------------- -----------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Net earnings
As reported $ 2,039 $ 1,818 $ 4,040 $ 3,579
Pro forma expense 64 65 123 147
Pro forma 1,975 1,753 3,917 3,432
Net earnings per common share
Basic
As reported $ 0.79 $ 0.69 $ 1.57 $ 1.36
Pro forma adjustments (0.02) (0.03) (0.05) (0.06)
Pro forma 0.77 0.66 1.52 1.30
Diluted
As reported 0.74 0.65 1.47 1.28
Pro forma adjustments (0.02) (0.03) (0.05) (0.06)
Pro forma 0.72 0.62 1.42 1.22
The assumptions used to calculate the fair value of options granted are
evaluated and revised, as necessary, to reflect market conditions and
experience.
In December 2004, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123 (Revised 2004), "Share-Based Payment" (SFAS 123(R)). This
Statement revises SFAS No. 123 by eliminating the option to account for
employee stock options under APB No. 25 and generally requires companies to
recognize the cost of employee services received in exchange for awards of
equity instruments based on the grant-date fair value of those awards (the
"fair-value-based" method). The Company plans to adopt SFAS 123(R) on July
1, 2005 using the modified retrospective method, whereby all prior periods
will be adjusted to give effect to the fair-value-based method of
accounting for awards granted in fiscal years beginning on or after July 1,
1995. The impact of adopting SFAS 123 (R) will be consistent with the
impact previously disclosed pursuant to the pro forma disclosure
requirements of SFAS No. 123.
6. Postretirement Benefits - The Company offers various postretirement
benefits to its employees. Additional information about these benefits is
incorporated herein by reference to Note 9, Postretirement Benefits and
Employee Stock Ownership Plan, which appears on page 58-63 of the Annual
report to Shareholders for the fiscal year ended June 30, 2004.
The components of net periodic benefit cost are as follows:
Amounts in millions
Pension Benefits Other Retiree Benefits
---------------------------------- ----------------------------------
Three Months Ended Three Months Ended
December 31 December 31
---------------------------------- ----------------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
Service Cost $ 40 $ 42 $ 17 $ 22
Interest Cost 60 52 37 43
Expected Return on Plan Assets (46) (39) (84) (82)
Amortization of Prior Service Cost
and Prior Transition Amount 2 1 (6) (1)
Curtailment and Settlement Loss (Gain) - (5) - -
Recognized Net Actuarial Loss (Gain) 8 7 - 1
------------- ------------- ------------- -------------
Gross Benefit Cost 64 58 (36) (17)
Dividends on ESOP Preferred Stock - - (18) (18)
------------- ------------- ------------- -------------
Net Periodic Benefit Cost $ 64 $ 58 $ (54) $ (35)
============= ============= ============= =============
Pension Benefits Other Retiree Benefits
---------------------------------- ----------------------------------
Six Months Ended Six Months Ended
December 31 December 31
---------------------------------- ----------------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
Service Cost $ 78 $ 76 $ 34 $ 44
Interest Cost 118 100 73 86
Expected Return on Plan Assets (89) (76) (167) (164)
Amortization of Prior Service Cost
and Prior Transition Amount 3 1 (11) (1)
Curtailment and Settlement Loss (Gain) - (5) - -
Recognized Net Actuarial Loss (Gain) 16 14 - 1
------------- ------------- ------------- -------------
Gross Benefit Cost 126 110 (71) (34)
Dividends on ESOP Preferred Stock - - (36) (36)
------------- ------------- ------------- -------------
Net Periodic Benefit Cost $ 126 $ 110 $ (107) $ (70)
============= ============= ============= =============
In 2005, the expected return on plan assets is 7.2% and 9.5% for defined
benefit and other retiree benefit plans, respectively.
7. Income Taxes - The American Jobs Creation Act of 2004 (the "Act") was
passed during the fourth quarter of 2004. The Act permits United States
corporations to repatriate earnings of foreign subsidiaries at a special
one-time favorable effective federal statutory tax rate of 5.25 percent as
compared to the highest corporate tax rate of 35 percent. The maximum
amount of P&G's foreign earnings that may qualify for this temporary rate
reduction is approximately $10.7 billion. Because the Act as currently
written contains significant uncertainties that need to be clarified or
redrafted, the accompanying financial statements do not reflect any tax
expense for repatriation of foreign earnings under the Act. The actual cost
to the Company depends on a number of factors that are currently being
analyzed, including the passage of the clarifying provisions. P&G expects
to determine the amounts and sources of foreign earnings to be repatriated,
if any, as well as the related one time tax expense, if the statutory
language is revised and interpretations are issued.
8. The Gillette Company Acquisition - On January 27, 2005 the Company entered
into an agreement to acquire 100% of The Gillette Company. The agreement,
which has been approved by the boards of directors of both companies,
provides for a stock-for-stock exchange in which 0.975 shares of The
Procter & Gamble Company common stock will be issued and exchanged, on a
tax-free basis, for each share of The Gillette Company. Based on the
Company's closing share price on the date of the agreement, the total
consideration issued for The Gillette Company would be approximately $57
billion.
The Gillette Company is the world leader in male grooming, a category that
includes blades, razors and shaving preparations, and in selected female
grooming products. Gillette also holds the number one position worldwide in
alkaline batteries and toothbrushes. The merger, which is expected to be
completed in Fall 2005, is subject to approval by the stockholders of both
companies as well as U.S. federal and state and non-U.S. regulatory
authorities.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) is organized in the following sections:
Overview
Results of Operations - Three Months Ended December 31, 2004
Results of Operations - Six Months Ended December 31, 2004
Business Segment Discussion (three and six months ended December 31, 2004)
Financial Condition
Throughout MD&A, we refer to several measures used by management to evaluate
performance including unit volume growth, net sales and after-tax profit. We
also refer to organic sales growth (net sales excluding the impacts of
acquisitions and divestitures and foreign exchange), free cash flow and free
cash flow productivity, which are not defined under accounting principles
generally accepted in the United States of America (U.S. GAAP). The explanation
of these measures at the end of MD&A provides more details.
OVERVIEW
Our business is focused on providing branded products of superior quality and
value to improve the lives of the world's consumers. We believe this will lead
to leadership sales, profits and value creation, allowing employees,
shareholders and the communities in which we operate to prosper.
Procter & Gamble markets approximately 300 consumer products in more than 160
countries. Our products are sold primarily through mass merchandisers, grocery
stores, membership club stores and drug stores. We compete in three global
business units: beauty care; health, baby and family care; and household care.
We have operations in over 80 countries through our Market Development
Organization, which leads country business teams to build our brands in local
markets and is organized along seven geographic areas: North America, Western
Europe, Northeast Asia, Latin America, Central and Eastern Europe/Middle
East/Africa, Greater China and ASEAN/Australasia/India.
The following table provides the percentage of net sales and net earnings by
business segment for the six months ended December 31, 2004 (excludes net sales
and net earnings in Corporate):
Net Sales Net Earnings
------------------------ ------------------------
Beauty Care 34% 37%
Health, Baby and Family Care: 34% 30%
Health Care 14% 14%
Baby and Family Care 20% 16%
Household Care: 32% 33%
Fabric and Home Care 27% 28%
Snacks and Coffee 5% 5%
Total 100% 100%
Summary of Results
Following are highlights of results for the six months ended December 31, 2004:
o Unit volume increased 10 percent.
o Net sales increased 11 percent (eight percent excluding the impact of
foreign exchange). Net sales growth includes a two percent gain from
the impact of acquisitions.
o Net earnings increased 13 percent. Earnings growth was due primarily
to strong top line growth, the juice business divestiture and cost
savings, partially offset by marketing investments and higher
commodity costs.
o Diluted net earnings per share increased 15 percent versus the
comparable prior year period. Free cash flow productivity was 76
percent. Operating cash flow was essentially flat versus the
comparable prior year period. While free cash flow productivity for
the first six months of fiscal year 2005 is below the long-term target,
our objective for the fiscal year remains at 90 percent or greater
free cash flow productivity.
Forward Looking Statements
All statements, other than statements of historical fact included in this
release, are forward-looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. In addition to the risks and
uncertainties noted in this release, there are certain factors that could cause
actual results to differ materially from those anticipated by some of the
statements made. These include:
(1) the ability to achieve business plans, including with respect to lower
income consumers and growing existing sales and volume profitably despite
high levels of competitive activity, especially with respect to the product
categories and geographical markets (including developing markets) in which
the Company has chosen to focus;
(2) successfully executing, managing and integrating key acquisitions,
including (i) the Domination and Profit Transfer Agreement with Wella, and
(ii) the Company's agreement to acquire The Gillette Company, including
obtaining the related required shareholder and regulatory approvals;
(3) the ability to manage and maintain key customer relationships;
(4) the ability to maintain key manufacturing and supply sources (including
sole supplier and plant manufacturing sources);
(5) the ability to successfully manage regulatory, tax and legal matters
(including product liability, patent, and other intellectual property
matters), and to resolve pending matters within current estimates;
(6) the ability to successfully implement, achieve and sustain cost improvement
plans in manufacturing and overhead areas, including the success of the
Company's outsourcing projects;
(7) the ability to successfully manage currency (including currency issues in
volatile countries), debt (including debt related to the Company's
announced plan to repurchase shares of the Company's stock in connection
with the Company's pending acquisition of The Gillette Company), interest
rate and certain commodity cost exposures;
(8) the ability to manage the continued global political and/or economic
uncertainty and disruptions, especially in the Company's significant
geographical markets, as well as any political and/or economic uncertainty
and disruptions due to terrorist activities;
(9) the ability to successfully manage increases in the prices of raw materials
used to make the Company's products;
(10) the ability to stay close to consumers in an era of increased media
fragmentation; and
(11) the ability to stay on the leading edge of innovation.
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 results could vary materially from the forward-looking
statements made herein.
RESULTS OF OPERATIONS - Three Months Ended December 31, 2004
The following discussion provides a review of results for the three months ended
December 31, 2004 versus the three months ended December 31, 2003.
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Consolidated Earnings Information
Three Months Ended
December 31
---------------------------------------------
2004 2003 % CHG
---------------------------------------------
NET SALES $ 14,452 $ 13,221 9 %
COST OF PRODUCTS SOLD 6,871 6,324 9 %
---------------------------------------------
GROSS MARGIN 7,581 6,897 10 %
SELLING, GENERAL & ADMINISTRATIVE
EXPENSE 4,511 4,155 9 %
---------------------------------------------
OPERATING INCOME 3,070 2,742 12 %
TOTAL INTEREST EXPENSE 200 149
OTHER NON-OPERATING INCOME, NET 55 29
---------------------------------------------
EARNINGS BEFORE INCOME TAXES 2,925 2,622 12 %
INCOME TAXES 886 804
NET EARNINGS 2,039 1,818 12 %
=============================================
EFFECTIVE TAX RATE 30.3 % 30.7 %
PER COMMON SHARE:
BASIC NET EARNINGS $ 0.79 $ 0.69 14 %
DILUTED NET EARNINGS $ 0.74 $ 0.65 14 %
DIVIDENDS $ 0.25 $ 0.23
AVERAGE DILUTED SHARES OUTSTANDING 2,741.0 2,800.9
COMPARISONS AS A % OF NET SALES
-------------------------------
GROSS MARGIN 52.5 % 52.2 % 30 bps
SELLING, GENERAL & ADMINISTRATIVE
EXPENSE 31.2 % 31.4 % (20)bps
OPERATING MARGIN 21.2 % 20.7 % 50 bps
EARNINGS BEFORE INCOME TAXES 20.2 % 19.8 %
NET EARNINGS 14.1 % 13.8 % 30 bps
Unit volume increased seven percent. Organic volume increased eight percent,
which excludes the impact of acquisitions and divestitures (primarily the sale
of the juice business). Growth was broad-based -- each geographic region and all
businesses delivered volume growth of mid-single digits or greater, led by
developing market growth in the high-teens and 10 percent growth in fabric and
home care.
Net sales for the quarter increased nine percent to $14.45 billion. Foreign
exchange contributed three percent to sales growth primarily behind continued
strength of the Euro, British pound and Japanese yen. Organic sales, which
exclude the impacts of acquisitions and divestitures and foreign exchange from
year-over-year comparisons, increased seven percent. Strong growth in developing
markets resulted in a negative mix impact of one percent on sales. Pricing did
not have an impact on sales growth. Price reductions in prior quarters,
primarily in Western Europe to address the growth of hard discounters, were
offset by price increases to partially recover higher commodity costs in family
care, health care and certain fabric care markets.
Volume
------------------------------
With
Acquisitions Without Total
& Acquisitions Mix/ Total Impact
Divestitures & Divestitures FX Price Other Impact Ex-FX
-------------- --------------- ------- ------- --------- --------- ---------
BEAUTY CARE 9% 9% 4% 0% -1% 12% 8%
HEALTH, BABY & FAMILY CARE
HEALTH CARE 6% 5% 2% 1% -2% 7% 5%
BABY AND FAMILY CARE 6% 6% 3% 1% 1% 11% 8%
HOUSEHOLD CARE
FABRIC AND HOME CARE 10% 8% 3% 0% -2% 11% 8%
SNACKS AND COFFEE 5% 5% 2% -2% 0% 5% 3%
TOTAL COMPANY 7% 8% 3% 0% -1% 9% 6%
Note: Sales percentage changes are approximations based on quantitative formulas
that are consistently applied.
Gross margin improved 30 basis points versus the prior year period. Gross margin
expanded from the scale benefit of volume growth and cost reduction programs,
however, these favorable impacts were partially offset by higher commodity
costs. Additionally, gross margin was negatively impacted by strong growth in
developing markets, which have gross margins below the Company average, and
product mix. The base period included a higher percentage of sales in the health
care business, which has a higher gross margin than the Company average. The
Company expects gross margin to continue to be negatively impacted by higher
commodity prices through the remainder of the fiscal year. As discussed above,
price increases have been taken to recover some of the impact of higher
commodity costs in certain product categories.
Selling, general and administrative expenses (SG&A) as a percentage of net sales
decreased 20 basis points. Absolute spending for SG&A increased versus the prior
year, but at a lower rate compared to net sales. We continue to invest in
marketing to support initiatives such as Febreze Air Effects, Febreze Scent
Stories, Olay Moisturinse, Tide with a Touch of Downy and the expansion of Lenor
and Herbal Essences in Japan, as well as spending against the base business.
Additionally, SG&A spending is up behind investments in selling and research and
development to sustain top-line growth. Base period SG&A expense also included a
higher provision for minority interest than in the current year, with the
reduction driven by our purchase of the remaining stake in the China venture
from Hutchison Whampoa China Ltd. and completion of a domination and profit
transfer agreement with Wella AG.
Interest expense in the current quarter increased versus the comparable prior
year period due to the increase in the Company's average debt position.
Net earnings increased 12 percent to $2.04 billion. Earnings growth in the
quarter was driven primarily by volume, gross margin improvements discussed
above and other cost reduction programs, partially offset by commodity price
increases and the aforementioned marketing investments.
Diluted net earnings per share increased 14 percent to $0.74. Diluted net
earnings per share grew ahead of net earnings due to the lower number of diluted
shares outstanding, which was driven by our share repurchases.
RESULTS OF OPERATIONS - Six Months Ended December 31, 2004
The following discussion provides a review of results for the six months ended
December 31, 2004 versus the six months ended December 31, 2003.
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Consolidated Earnings Information
Six Months Ended
December 31
------------------------------------------
2004 2003 % CHG
------------------------------------------
NET SALES $ 28,196 $ 25,416 11 %
COST OF PRODUCTS SOLD 13,482 12,203 10 %
------------------------------------------
GROSS MARGIN 14,714 13,213 11 %
SELLING, GENERAL & ADMINISTRATIVE
EXPENSE 8,774 7,828 12 %
------------------------------------------
OPERATING INCOME 5,940 5,385 10 %
TOTAL INTEREST EXPENSE 381 290
OTHER NON-OPERATING INCOME, NET 237 69
------------------------------------------
EARNINGS BEFORE INCOME TAXES 5,796 5,164 12 %
INCOME TAXES 1,756 1,585
NET EARNINGS 4,040 3,579 13 %
==========================================
EFFECTIVE TAX RATE 30.3 % 30.7 %
PER COMMON SHARE:
BASIC NET EARNINGS $ 1.57 $ 1.36 15 %
DILUTED NET EARNINGS $ 1.47 $ 1.28 15 %
DIVIDENDS $ 0.50 $ 0.46
AVERAGE DILUTED SHARES OUTSTANDING 2,748.5 2,799.2
COMPARISONS AS A % OF NET SALES
-------------------------------
GROSS MARGIN 52.2 % 52.0 % 20 bps
SELLING, GENERAL & ADMINISTRATIVE
EXPENSE 31.1 % 30.8 % 30 bps
OPERATING MARGIN 21.1 % 21.2 % (10)bps
EARNINGS BEFORE INCOME TAXES 20.6 % 20.3 %
NET EARNINGS 14.3 % 14.1 % 20 bps
Fiscal year to date, unit volume increased 10 percent. All businesses and
geographic regions posted unit volume growth, reflecting the strength of the
Company's portfolio. Organic volume, which excludes acquisitions and
divestitures, increased eight percent. Additional volume from the acquisition of
Wella, which was acquired in September of 2003, was partially offset by the
divestiture of the juice business in August of 2004. Unit volume growth was led
by beauty care, up 16 percent, and fabric and home care, up 11 percent.
Developing markets also delivered double-digit volume growth led by Greater
China and Central and Eastern Europe/Middle East/Africa.
For the first six months of the fiscal year, net sales increased 11 percent to
$28.20 billion. Foreign exchange contributed three percent to sales growth
driven primarily by the strength of the Euro, British pound and Japanese yen.
Organic sales increased six percent. Strong growth in developing markets, where
the average unit sales price is lower than the Company average, resulted in a
negative mix impact of one percent on sales. Pricing actions also reduced sales
by one percent, as price increases in family care, health care and certain
laundry markets were more than offset by price investments, primarily initiated
in prior quarters, including in Europe to address the growth of hard
discounters.
Volume
------------------------------
With
Acquisitions Without Total
& Acquisitions Mix/ Total Impact
Divestitures & Divestitures FX Price Other Impact Ex-FX
-------------- --------------- ------- ------- --------- --------- ---------
BEAUTY CARE 16% 9% 4% -1% -2% 17% 13%
HEALTH, BABY & FAMILY CARE
HEALTH CARE 6% 5% 2% 1% -2% 7% 5%
BABY AND FAMILY CARE 7% 7% 3% 0% 0% 10% 7%
HOUSEHOLD CARE
FABRIC AND HOME CARE 11% 9% 3% -1% -1% 12% 9%
SNACKS AND COFFEE 2% 2% 2% -1% 0% 3% 1%
TOTAL COMPANY 10% 8% 3% -1% -1% 11% 8%
Note: Sales percentage changes are approximations based on quantitative formulas
that are consistently applied.
Gross margin improved 20 basis points fiscal year to date against a comparable
base period where gross margin improved 240 basis points (including
approximately 80 basis points of improvement as a result of restructuring
program charges in the six months ending December 31, 2002). Gross margin
expanded behind the scale benefits of volume growth and cost reduction programs.
These benefits were partially offset by commodity price increases. Mix was about
neutral to gross margin, as the impact of strong developing market growth was
offset by the impacts of the Wella acquisition, which has a higher gross margin
than the Company average (current fiscal year to date results include a full six
months of Wella versus four months in the comparable prior year period).
Selling, general and administrative expenses (SG&A) increased by 30 basis points
as a percentage of net sales. The primary driver of the increase was marketing
investments to support product initiatives, including the expansion of Lenor and
Herbal Essences, support for oral care initiatives in Western Europe and North
America, Febreze, and the Olay brand. Wella, which has a higher SG&A ratio than
the Company average, also contributed to higher SG&A, as the current year
includes two additional months of Wella in the results.
Interest expense in the current fiscal year to date increased versus the
comparable prior year period due to the increase in the Company's debt position.
The increase in other non-operating income compared to the prior year is
primarily due to the before-tax gain on the sale of the juice business in the
current year.
Net earnings increased 13 percent to $4.04 billion. Earnings growth fiscal year
to date was driven primarily by volume, gross margin improvement and the impact
from the divestiture of the juice business. This was partially offset by the
marketing investments discussed above. Diluted net earnings per share increased
15 percent to $1.47 compared to $1.28 in the comparable prior year period.
Diluted net earnings per share grew ahead of net earnings due to the impact of
share repurchases.
BUSINESS SEGMENT DISCUSSION
The following discussion provides a review of results by business segment. An
analysis of the results for the three and six months ended December 31, 2004 is
provided compared to the same period ended December 31, 2003. The primary
financial measures used to evaluate segment performance are net sales and net
earnings. The table below provides supplemental information on net earnings by
business segment for the three and six months ended December 31, 2004 versus the
comparable prior year period:
Three Months Ended December 31, 2004
-------------------------------------------------------------------------------------
Earnings
% Change Before % Change % Change
Versus Income Versus Net Versus
Net Sales Year Ago Taxes Year Ago Earnings Year Ago
-------------------------------------------------------------------------------------
BEAUTY CARE $ 5,022 12% $ 1,166 15% $ 814 24%
HEALTH CARE 2,043 7% 472 -3% 313 -4%
BABY AND FAMILY CARE 2,978 11% 577 29% 360 28%
-------------------------------------------------------------------------------------
HEALTH, BABY & FAMILY CARE 5,021 10% 1,049 12% 673 11%
FABRIC AND HOME CARE 3,784 11% 836 -1% 566 0%
SNACKS AND COFFEE 846 5% 190 -3% 124 -4%
-------------------------------------------------------------------------------------
HOUSEHOLD CARE 4,630 10% 1,026 -1% 690 -1%
TOTAL BUSINESS SEGMENT 14,673 10% 3,241 9% 2,177 11%
CORPORATE (221) n/a (316) n/a (138) n/a
-------------------------------------------------------------------------------------
TOTAL COMPANY 14,452 9% 2,925 12% 2,039 12%
Six Months Ended December 31, 2004
-------------------------------------------------------------------------------------
Earnings
% Change Before % Change % Change
Versus Income Versus Net Versus
Net Sales Year Ago Taxes Year Ago Earnings Year Ago
-------------------------------------------------------------------------------------
BEAUTY CARE $ 9,677 17% $ 2,174 14% $ 1,506 20%
HEALTH CARE 3,887 7% 847 -4% 568 -4%
BABY AND FAMILY CARE 5,828 10% 1,093 19% 680 18%
-------------------------------------------------------------------------------------
HEALTH, BABY & FAMILY CARE 9,715 9% 1,940 8% 1,248 7%
FABRIC AND HOME CARE 7,594 12% 1,733 3% 1,166 3%
SNACKS AND BEVERAGES 1,586 3% 316 -7% 207 -8%
-------------------------------------------------------------------------------------
HOUSEHOLD CARE 9,180 10% 2,049 2% 1,373 2%
TOTAL BUSINESS SEGMENT 28,572 12% 6,163 8% 4,127 9%
CORPORATE (376) n/a (367) n/a (87) n/a
-------------------------------------------------------------------------------------
TOTAL COMPANY 28,196 11% 5,796 12% 4,040 13%
BEAUTY CARE
For the quarter, unit volume increased nine percent driven by double-digit
growth in the personal beauty care and feminine care businesses. The Olay brand
delivered double-digit growth behind the continued success of Olay Regenerist,
expansion to new geographies, and the launch of Olay Quench Hand & Body lotion.
Feminine care delivered double-digit growth behind the continued strength of the
Always/Whisper, Naturella and Tampax brands. In hair care, the Pantene, Head &
Shoulders, Herbal Essences, Rejoice and Aussie brands each grew volume by
double-digits, partially offset by lower shipments for minor shampoo brands
which have been de-emphasized. Net sales increased 12 percent to $5.02 billion,
including a positive foreign exchange impact of four percent. Strong growth in
developing markets, particularly Greater China, resulted in a negative mix
impact of one percent on sales. Net earnings increased 24 percent to $814
million. Earnings growth was driven by higher volume, cost reduction programs,
the impact of the Company's increased ownership of the China operation and the
domination and profit transfer agreement with Wella AG. Net earnings growth was
partially reduced by increased marketing spending for product initiatives,
including Olay Moisturinse, Lacoste Touch of Pink, Pantene Pro-Health and the
expansion of Herbal Essences in Japan.
For the first six months of the fiscal year, unit volume is up 16 percent, which
includes two additional months of Wella compared to the base period. Organic
volume increased nine percent. Net sales increased 17 percent to $9.68 billion.
Foreign exchange contributed four percent to sales growth. Pricing reduced sales
by one percent, while the mix impact of strong developing market growth reduced
sales by two percent. Net earnings increased 20 percent to $1.51 billion. Net
earnings increased primarily due to volume growth, cost reduction programs, the
impacts of the Company's increased ownership of the China operation and
domination and profit transfer agreement with Wella AG, partially offset by
marketing spending to support initiatives.
HEALTH, BABY AND FAMILY CARE
Health care unit volume for the quarter increased six percent behind growth of
Actonel, Prilosec OTC and double-digit growth in developing markets, primarily
in oral care. Volume growth was negatively impacted by the pipeline volume in
the base period for Crest Whitestrips Premium, which continued to decline in the
current period. Net sales increased seven percent to $2.04 billion, including a
positive foreign exchange impact of two percent. Pricing added one percent to
sales, while product mix reduced sales by two percent due to the shift of
Macrobid branded sales to generic sales and strong developing market growth. Net
earnings were $313 million, a decrease of four percent against a base period
where earnings grew 32 percent. Earnings were negatively impacted by the product
mix impacts from lower Macrobid sales, a decline in oral care whitening volume
and developing market growth. Additionally, earnings for the quarter were
negatively impacted by an increase in the royalty expense rate for Prilosec OTC,
higher commodity prices and one-time costs associated with the Intrinsa program.
Fiscal year to date, health care unit volume increased six percent. Net sales
grew seven percent to $3.89 billion. Foreign exchange added two percent to sales
growth. Price increases in pharmaceuticals and pet health and nutrition added
one percent to sales growth. The mix impact of strong developing market growth,
particularly in Greater China, reduced sales by two percent. Net earnings were
$568 million, a decrease of four percent. Earnings were lower year-over-year
due, in part, to product mix impacts of lower volume in Macrobid, Crest
Whitestrips Premium and Vicks. Earnings were also lower due to the impacts of
the higher royalty expense rate for Prilosec OTC, higher commodity costs and
marketing investments in support of initiatives. Health care earnings are
expected to increase by double-digits in the last six months of the fiscal year
due to higher sales of Vicks due to the timing of the North America cough/cold
season and product initiatives planned for the remainder of the fiscal year.
Baby and family care unit volume increased six percent for the quarter, driven
primarily by strength in baby care in North America and developing markets.
Family care volume continued its momentum in North America behind the recent
Bounty and Charmin initiatives. Net sales increased 11 percent to $2.98 billion,
including a positive foreign exchange impact of three percent. Pricing had a one
percent positive impact on sales growth, primarily behind the recent price
increase in North America family care. Product mix was also positive due to the
strong growth of the North America business. Net earnings grew 28 percent to
$360 million. Earnings improved behind volume strength, pricing in North America
family care and manufacturing cost savings, partly offset by higher commodity
costs.
Baby and family care unit volume increased seven percent fiscal year to
date. Growth was driven behind baby care's continuous stream of innovation
including Feel and Learn training pants in North America and Baby Dry in Western
Europe, as well as family care's recent Bounty and Charmin initiatives. Net
sales increased 10 percent to $5.83 billion, including a three percent impact
from foreign exchange. Net earnings increased 18 percent to $680 million.
Earnings improved behind the scale benefits of volume, pricing in North America
family care and manufacturing cost savings projects, partly offset by higher
commodity costs.
HOUSEHOLD CARE
For the quarter, fabric and home care unit volume grew 10 percent, including a
two percent impact from acquisitions. Both fabric care and home care grew volume
10 percent. Volume growth was driven by developing markets, the continued
success of Lenor in North East Asia, Downy Simple Pleasures in North America,
Swiffer in Western Europe and Febreze Air Effects. Net sales increased 11
percent to $3.78 billion, including a foreign exchange benefit of three percent.
Sales growth includes a negative mix impact of two percent from faster growth in
developing markets and mid-tier products, including Gain in North America. Net
earnings of $566 million were essentially flat versus the prior year. The
benefits of volume growth were offset by commodity cost increases and marketing
expenses to support initiatives, as well as costs incurred to optimize the North
America supply chain (which includes capacity expansions and relocation of
certain manufacturing processes between facilities). Earnings were also
negatively impacted by expenses associated with the recall of Sweep + Vac by
Swiffer.
Fabric and home care unit volume increased 11 percent fiscal year to date behind
geographic expansion and growth in multiple price tiers. Acquisitions added two
percent to volume versus the prior year. Net sales increased 12 percent to $7.59
billion. Foreign exchange improved sales growth by three percent. Pricing,
primarily in Western Europe, reduced sales by one percent. The mix effect of
developing market growth, where the average unit sales price is generally lower
than the business average, reduced sales by one percent. Net earnings through
the first six months of the fiscal year increased three percent to $1.17
billion. The benefit of volume growth on earnings was partially offset by
commodity price increases, higher marketing spending to support initiatives and
pricing actions. Earnings were also negatively impacted by the mix effect of
developing markets, which have a lower gross margin than the balance of the
business. Earnings growth for the second half of the fiscal year is expected to
increase only modestly versus the prior year, as high commodity costs and
continued expansion in developing markets are expected to negatively impact
profit margins.
Snacks and coffee volume was up five percent and net sales increased five
percent to $846 million. Sales growth includes a two percent gain from foreign
exchange, which was offset by the impact of pricing. Net earnings were $124
million, a four percent decrease due primarily to pricing. The coffee category
also continues to experience higher commodity costs. As a consequence, the
Company recently announced a 14 percent price increase for Folgers coffee
intended to recover the impact of higher commodity prices. Marketing expenses
increased in support of the launch of Home Cafe.
Fiscal year to date, snacks and coffee volume was up two percent. Net sales
increased three percent to $1.59 billion. Foreign exchange added two percent to
sales growth, while pricing reduced sales by one percent. Net earnings were $207
million, a decrease of eight percent, due primarily to higher commodities costs
and marketing spending.
CORPORATE
Corporate includes certain operating and non-operating activities not allocated
to specific business units. These include: the incidental businesses managed at
the corporate level, financing and investing activities, certain restructuring
charges, other general corporate items and the historical results of divested
businesses, including the juice business that was divested in August of 2004.
Corporate also includes reconciling items to adjust the accounting policies used
in the segments to U.S. GAAP. The most significant reconciling items include
income taxes (to adjust from statutory rates that are reflected in the segments
to the overall Company effective tax rate), adjustments for unconsolidated
entities (to eliminate sales, cost of products sold and SG&A for entities that
are consolidated in the segments but accounted for using the equity method for
U.S. GAAP) and minority interest adjustments for subsidiaries where we do not
have 100% ownership. Because both unconsolidated entities and less than 100
percent owned subsidiaries are managed as integral parts of the Company, they
are accounted for similar to a wholly-owned subsidiary for management and
segment purposes. This means our segment results recognize 100 percent of each
income statement component through before-tax earnings in the segments, with
eliminations in Corporate. In determining segment net earnings after tax, we
apply the statutory tax rates (with adjustments to arrive at the Company's
effective tax rate in Corporate) and eliminate the share of earnings applicable
to other ownership interests, in a manner similar to minority interest.
For the quarter, net sales were -$221 million compared to -$67 million in the
prior year period. For the fiscal year to date, net sales were -$376 million
versus -$86 million. The decline is primarily due to higher sales from the
divested juice business in the base period. Net earnings in the quarter were
-$138 million compared to -$139 million in the comparable prior year period. Net
earnings were -$87 million in the first six months of the fiscal year compared
to -$192 million in the prior year. Current year net earnings reflect the net
impact of the juice divestiture, which is partially offsetting the normal level
of Corporate expenses.
FINANCIAL CONDITION
Operating Activities
Cash generated from operating activities for the six months ended December 31,
2004 was $3.98 billion, or essentially flat compared to $3.96 billion in the
comparable prior year period. The cash increase from higher net earnings was
offset primarily by an increase in inventory. Inventory levels increased due to
higher commodity costs and in preparation for product initiatives in the back
half of the fiscal year. Downward movements of accounts payable, accrued and
other liabilities balance were also a use of cash reflecting the Company's
continuing effort to accelerate payments to suppliers in order to maximize
efficiencies and payment discounts.
Investing Activities
Investing activities in the current year decreased cash by $968 million compared
to $6.11 billion in the prior year, which included the cost of the acquisition
of Wella AG. Capital expenditures as a percent of net sales were 3.2 percent -
equal to the comparable prior year period. The increase in proceeds from asset
sales was primarily driven by the divestiture of the juice business.
Financing Activities
Total cash used by financing activities was $1.24 billion compared to a source
of cash of $1.14 billion in the base period. The Company's long term debt
position provided $1.48 billion of cash as borrowings exceeded repayments.
Treasury purchases used $1.63 billion of cash compared to $1.05 billion in the
base period when the Company was preserving capital for the Wella acquisition.
At June 30, 2004, the Company's current liabilities exceeded current assets by
$5.03 billion. The key driver was the use of commercial paper to partially fund
the Wella acquisition. At December 31, 2004, this excess had been reduced to
$2.91 billion. The Company anticipates being able to support its short-term
liquidity through cash generated from operations. The Company also has very
strong long- and short-term ratings which will enable it to refinance this debt
at favorable rates in commercial paper and bond markets. In addition, the
Company has agreements with a diverse group of creditworthy financial
institutions that, if needed, would provide sufficient credit funding to meet
short-term financing requirements.
Gillette Acquisition
As noted in footnote 8 to the consolidated financial statements, the Company
entered into an agreement to acquire 100% of The Gillette Company on January 27,
2005. Pursuant to the agreement, the Company will issue 0.975 shares of stock
for each share of Gillette common stock. Based on the Company's closing share
price on the date of the agreement, the total value of the shares issued would
be approximately $57 billion. In connection with this transaction, the Company
also announced a share buyback plan under which it will acquire in open market
and/or private transactions approximately $18 billion to $22 billion of treasury
shares, subject to regulatory limitations. The Company intends to finance these
treasury share purchases, which are largely expected to be completed by June 30,
2006, by issuing a combination of long-term and short-term debt. Due to the
Company's strong long- and short-term credit ratings, the Company does not
anticipate any significant issues in securing the required debt. In addition,
the Company does not anticipate any significant impacts on its overall liquidity
as a result of the merger or share buyback program.
NON-GAAP MEASURES
Our discussion of financial results includes several measures not defined by
U.S. GAAP. We believe these measures provide our investors with additional
information about the underlying results and trends of the Company, as well as
insight to some of the metrics used to evaluate management. When used in MD&A,
we have provided the comparable GAAP measure in the discussion.
Organic Sales Growth
Organic sales growth is a non-GAAP measure of sales growth
excluding the impacts of acquisitions, divestitures and foreign exchange from
year-over-year comparisons. We believe this provides investors with a more
complete understanding of underlying sales trends by providing sales growth on a
consistent basis.
OTHER MEASURES
Free Cash Flow
Free cash flow is defined as operating cash flow less capital spending. We view
free cash flow as an important measure because it is one factor in determining
the amount of cash available for dividends and discretionary investment. Free
cash flow is also one of the measures used to evaluate senior management and is
a factor in determining their at-risk compensation.
Free Cash Flow Productivity
Free cash flow productivity is defined as the ratio of free cash flow to net
earnings. The Company's long-term target is to generate free cash at or above 90
percent of net earnings. Free cash flow is also one of the measures used to
evaluate senior management. The reconciliation of free cash flow and free cash
flow productivity is provided below:
The Company's Chairman of the Board, President and Chief Executive, A.G. Lafley,
and the Company's Chief Financial Officer, Clayton C. Daley, Jr., have evaluated
the Company's internal controls and disclosure controls systems as of the end of
the period covered by this report.
Messrs. Lafley and Daley have concluded that the Company's disclosure controls
systems are functioning effectively to provide reasonable assurance that the
Company can meet its disclosure obligations. The Company's disclosure controls
system is based upon a global chain of financial, staff and general business
reporting lines that converge in the world-wide headquarters of the Company in
Cincinnati, Ohio. The reporting process is designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
with the Commission is recorded, processed, summarized and reported within the
time periods specified in the Commission's rules and forms. Consistent with the
SEC's suggestion, the Company has a Disclosure Committee consisting of key
Company personnel designed to review the accuracy and completeness of all
disclosures made by the Company.
In connection with the evaluation described above, no changes in the Company's
internal control over financial reporting occurred during the Company's second
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of Maximum Number
Shares Purchased as of Shares that May
Part of Publicly Yet Be Purchased
Total Number of Average Price Paid Announced Plans or Under the Plans or
Period Shares Purchased(1) per Share(2) Programs(3) Programs(3)
-------------------------------------------------------------------------------------------------------
10/1/04-10/31/04 5,866,157 $53.34 0 0
11/1/04-11/30/04 9,720,757 $51.98 0 0
12/1/04-12/31/04 3,405,648 $55.76 0 0
(1) All share repurchases were made in open-market transactions. None of these
transactions were made pursuant to a publicly announced repurchase plan.
This table excludes shares withheld from employees to satisfy minimum tax
withholding requirements on option exercises and other equity-based
transactions. The Company administers employee cashless exercises through
an independent, third party broker and does not repurchase stock in
connection with cashless exercises.
(2) Average price paid per share is calculated on a settlement basis and
excludes commission.
(3) No share repurchases were made pursuant to a publicly announced plan or
program. The Company's strategy for cash flow utilization is to pay
dividends first and then repurchase Company common stock to cover option
exercises made pursuant to the Company's stock option programs. The
remaining cash is then available for strategic acquisitions and
discretionary repurchase of the Company's common stock.
(4) Note - As of and during the quarter ended December 31, 2004 the Company did
not have a publicly announced share repurchase plan. On January 28, 2005
the Company announced a share buyback plan in connection with its planned
acquisition of The Gillette Company (see note 8 to the Consolidated
Financial Statements). Pursuant to the plan, the Company and its
subsidiaries will acquire in open market and/or private transactions
approximately $18 billion to $22 billion of treasury shares, subject to
regulatory limitations. The Company intends to finance these treasury share
purchases, which are largely expected to be completed by June 30, 2006, by
issuing a combination of long-term and short-term debt.
Item 6. Exhibits
Exhibits
(3-1) Amended Articles of Incorporation (Incorporated by reference
to Exhibit (3-1) of the Company's Form 10-Q for the quarter
ended September 30, 2004).
(3-2) Regulations (Incorporated by reference to Exhibit (3-2) of the
Company's Annual Report on Form 10-K for the year ended June
30, 2003).
(10-1) Additional Remuneration Plan (as amended December 14, 2004)
which was adopted by the Board of Directors on
April 12, 1949*.
(11) Computation of Earnings per Share.
(12) Computation of Ratio of Earnings to Fixed Charges.
(31) Rule 13a-14(a)/15d-14(a) Certifications.
(32) Section 1350 Certifications.
* Compensatory plan or arrangement
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/JOHN K. JENSEN
------------------------------
(John K. Jensen)
Vice President and Comptroller
January 31, 2005
------------------------------
Date
EXHIBIT INDEX
Exhibit No.
(3-1) Amended Articles of Incorporation (Incorporated by reference
to Exhibit (3-1) of the Company's Form 10-Q for the quarter
ended September 30, 2004).
(3-2) Regulations (Incorporated by reference to Exhibit (3-2) of the
Company's Annual Report on Form 10-K for the year ended June
30, 2003).
(10-1) Additional Remuneration Plan (as amended December 14, 2004)
which was adopted by the Board of Directors on
April 12, 1949.
(11) Computation of Earnings per Share.
(12) Computation of Ratio of Earnings to Fixed Charges.
(31) Rule 13a-14(a)/15d-14(a) Certifications.
(32) Section 1350 Certifications.
EXHIBIT (10-1)
December 14, 2004
ADDITIONAL REMUNERATION PLAN
The Procter & Gamble Company
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 or the Global Human Resources
Officer to any other employee, including principal officers elected by the
Board of Directors except the Chief Executive or Chairman of the Board,
upon the termination of their employment or the granting of a leave of
absence. 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)
Paragraph 3 amended December 14, 2004 (eff. 12/14/04)
EXHIBIT (11)
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
---------------------------------------------
Computation of Earnings Per Share
---------------------------------
Amounts in millions except per share amounts
Three Months Ended Six Months Ended
December 31 December 31
2004 2003 2004 2003
---------- ---------- ---------- ----------
BASIC NET EARNINGS PER SHARE
Net earnings $ 2,039 $ 1,818 $ 4,040 $ 3,579
Preferred dividends, net of tax benefit 33 32 66 65
---------- ---------- ---------- ----------
Net earnings available to common shareholders $ 2,006 $ 1,786 $ 3,974 $ 3,514
========== ========== ========== ==========
Basic weighted average common shares outstanding 2,528.9 2,591.1 2,534.8 2,592.2
========== ========== ========== ==========
Basic net earnings per common share $ 0.79 $ 0.69 $ 1.57 $ 1.36
========== ========== ========== ==========
DILUTED NET EARNINGS PER SHARE
Net earnings $ 2,039 $ 1,818 $ 4,040 $ 3,579
Deduct preferred dividend impact on
funding of ESOP -- 2 -- 3
---------- ---------- ---------- ----------
Diluted net earnings $ 2,039 $ 1,816 $ 4,040 $ 3,576
========== ========== ========== ==========
Basic weighted average common shares outstanding 2,528.9 2,591.1 2,534.8 2,592.2
Add potential effect of:
Conversion of preferred shares 158.9 165.0 159.5 165.8
Exercise of stock options and other Unvested Equity awards 53.2 44.8 54.2 41.2
---------- ---------- ---------- ----------
Diluted weighted average common shares outstanding 2,741.0 2,800.9 2,748.5 2,799.2
========== ========== ========== ==========
Diluted net earnings per common share $ 0.74 $ 0.65 $ 1.47 $ 1.28
========== ========== ========== ==========
EXHIBIT (12)
THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Amounts in millions
Six Months Ended
Years Ended June 30 December 31
-------------------------------------------------------- --------------------
2000 2001 2002 2003 2004 2003 2004
-------- -------- -------- -------- -------- -------- --------
EARNINGS, AS DEFINED
Earnings from operations before income taxes
and before adjustments for minority interests
in consolidated subsidiaries and after
eliminating undistributed earnings of equity
method investees $ 5,474 $ 4,574 $ 6,442 $ 7,760 $ 9,454 $ 5,272 $ 5,850
Fixed charges 811 872 687 657 719 340 428
-------- -------- -------- -------- -------- -------- --------
TOTAL EARNINGS, AS DEFINED $ 6,285 $ 5,446 $ 7,129 $ 8,417 $ 10,173 $ 5,612 $ 6,278
======== ======== ======== ======== ======== ======== ========
FIXED CHARGES, AS DEFINED
Interest expense $ 792 $ 794 $ 603 $ 561 $ 629 $ 290 $ 381
1/3 of rental expense 89 78 84 96 90 50 47
-------- -------- -------- -------- -------- -------- --------
TOTAL FIXED CHARGES, AS DEFINED $ 881 $ 872 $ 687 $ 657 $ 719 $ 340 $ 428
======== ======== ======== ======== ======== ======== ========
RATIO OF EARNINGS TO FIXED CHARGES 7.1 6.2 10.4 12.8 14.1 16.5 14.7
EXHIBIT (31)
RULE 13A-14(A)/15D-14(A) CERTIFICATIONS
I, A.G. Lafley, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of The Procter &
Gamble Company;
(2) Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
report;
(4) The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's second fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
(5) The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
/S/A.G. LAFLEY
-----------------------------
(A.G. Lafley)
Chairman of the Board,
President and Chief Executive
January 31, 2005
-----------------------------
Date
EXHIBIT (31)
RULE 13A-14(A)/15D-14(A) CERTIFICATIONS
I, Clayton C. Daley, Jr., certify that:
(1) I have reviewed this quarterly report on Form 10-Q of The Procter &
Gamble Company;
(2) Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
report;
(4) The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's second fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
(5) The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
/S/CLAYTON C. DALEY, JR.
-----------------------------
(Clayton C. Daley, Jr.)
Chief Financial Officer
January 31, 2005
-----------------------------
Date
EXHIBIT (32)
SECTION 1350 CERTIFICATIONS
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of The Procter & Gamble
Company (the "Company") certifies to his knowledge that:
(1) The Quarterly Report on Form 10-Q of the Company for the quarterly
period ended December 31, 2004 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in that Form 10-Q fairly presents, in all
material respects, the financial conditions and results of operations
of the Company.
/S/A.G. LAFLEY
-----------------------------
(A.G. Lafley)
Chairman of the Board,
President and Chief Executive
January 31, 2005
-----------------------------
Date
A signed original of this written statement required by Section 906 has been
provided to The Procter & Gamble Company and will be retained by The Procter &
Gamble Company and furnished to the Securities and Exchange Commission or its
staff upon request.
SECTION 1350 CERTIFICATIONS
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of The Procter & Gamble
Company (the "Company") certifies to his knowledge that:
(1) The Quarterly Report on Form 10-Q of the Company for the quarterly
period ended December 31, 2004 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in that Form 10-Q fairly presents, in all
material respects, the financial conditions and results of operations
of the Company.
/S/CLAYTON C. DALEY, JR.
-----------------------------
(Clayton C. Daley, Jr.)
Chief Financial Officer
January 31, 2005
-----------------------------
Date
A signed original of this written statement required by Section 906 has been
provided to The Procter & Gamble Company and will be retained by The Procter &
Gamble Company and furnished to the Securities and Exchange Commission or its
staff upon request.
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