-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MzxqGNx6mX8gTafsj9KysrAlbCBYaqaI1XOSaBE9oJk5Y/73x/Mgh+1BMO5jnia+ XdA64lGbSqGq900j2H1AEQ== 0000080424-03-000151.txt : 20030930 0000080424-03-000151.hdr.sgml : 20030930 20030930150339 ACCESSION NUMBER: 0000080424-03-000151 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROCTER & GAMBLE CO CENTRAL INDEX KEY: 0000080424 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 310411980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00434 FILM NUMBER: 03917388 BUSINESS ADDRESS: STREET 1: ONE PROCTER & GAMBLE PLZ CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 11-K 1 france03.txt FRANCE 11-K 2003 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K \X\ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2003, OR \ \ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from _________ to _______________ Commission file number 001-00434 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Group Profit sharing, Incentive and Employer Contribution Plan (France), c/o Groupe Procter & Gamble en France, Service Relations Exterieures, 96 avenue Charles de Gaulle, 92200 Neuilly sur Seine. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Procter & Gamble Company, One Procter & Gamble Plaza, Cincinnati, Ohio 45202 REQUIRED INFORMATION Item 1. Audited statement of financial condition as of the end of the latest two fiscal years of the plan (or such lesser period as the plan has been in existence). (See Page 2) Item 2. Audited statement of income and changes in plan equity for each of the latest three fiscal years of the plan (or such lesser period as the plan has been in existence). (See Page 3) PROCTER & GAMBLE SERVICES FRANCE S.A.S. GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE) STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF JUNE 30, 2003 AND 2002, STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED JUNE 30, 2003, 2002, AND 2001 AND INDEPENDENT AUDITORS' REPORT PROCTER & GAMBLE SERVICES FRANCE S.A.S. GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE) TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of June 30, 2003 and 2002 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended June 30, 2003, 2002 and 2001 3 Notes to Financial Statements for the Years Ended June 30, 2003, 2002 and 2001 4 INDEPENDENT AUDITORS' REPORT To Procter & Gamble Services France S.A.S. and the participants of the Group Profit Sharing, Incentive and Employer Contribution Plan (France): We have audited the accompanying statements of net assets available for benefits of the Group Profit Sharing, Incentive and Employer Contribution Plan (France) (the "Plan") as of June 30, 2003, and the related statements of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of the Plan for the years ended June 30, 2002 and 2001 were audited by other auditors whose report, dated September 27, 2002, expressed an unqualified opinion of those statements. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at June 30, 2003, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. /S/ DELOITTE & TOUCHE - ------------------------------ DELOITTE & TOUCHE Paris, France September 17, 2003 REPORT OF INDEPENDENT ACCOUNTANTS To Procter & Gamble Services France S.A.S. and the Participants of Group Profit Sharing, Incentive and Employer Contribution Plan (France): In our opinion, the accompanying statements of financial condition, the related statements of income and changes in plan equity, and the supplemental schedule (together, the "financial statements") present fairly, in all material respects, the financial position of Group Profit Sharing, Incentive and Employer Contribution Plan (France) (the "Plan") at June 30 2002 and 2001, and its operations and changes in plan equity for each of the three years in the period ended June 30, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of Procter & Gamble Services France S.A.S.; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /S/ PRICEWATERHOUSECOOPERS - --------------------------- PricewaterhouseCoopers Paris, France September 27, 2002 PROCTER & GAMBLE SERVICES FRANCE S.A.S. GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE) STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF JUNE 30, 2003 AND 2002 - -------------------------------------------------------------------------------- 2003 2002 in Euros ASSETS: Investments at fair value (Notes 1, 2) 91,674,988 10,803,433 Employers contributions receivable 6,749,000 5,728,104 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS 98,423,988 16,531,537 ========== ========== See notes to financial statements. PROCTER & GAMBLE SERVICES FRANCE S.A.S. GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE) STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED JUNE 30, 2003, 2002 AND 2001 - -------------------------------------------------------------------------------- 2003 2002 2001 in Euros ADDITIONS: * Net appreciation (depreciation) in fair value of investments (11,060,419) 10,803,433 12,846,447 * Contributions: Employees contributions 2,887,929 2,985,668 3,031,035 Employers contributions 7,480,508 6,781,691 7,520,137 ----------- ----------- ----------- Total contributions 10,368,437 9,767,359 10,551,172 ----------- ----------- ----------- * Total changes: (691,982) 20,570,792 23,397,619 ----------- ----------- ----------- DEDUCTIONS - * Withdrawals by participants (11,695,248) (17,652,910) (10,672,063) ----------- ----------- ----------- NET INCREASE (DECREASE) (12,387,230) 2,917,882 12,725,556 NET ASSETS AVAILABLE FOR BENEFITS: * Beginning of year 110,811,218 107,893,336 95,167,780 ----------- ----------- ----------- * End of year 98,423,988 110,811,218 107,893,336 =========== =========== =========== See notes to financial statements. PROCTER & GAMBLE SERVICES FRANCE S.A.S. GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2003, 2002 AND 2001 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of Procter & Gamble Services France S.A.S.' Group Profit Sharing, Incentive and Employer Contribution Plan (the "Plan") is provided for general information only. Participants should refer to their country's Plan supplement for more complete information. GENERAL--The Plan is an employee savings plan established on December 17, 1990 by agreement between Procter & Gamble services France S.A.S. together with its, directly or indirectly wholly-owned subsidiaries, and those subsidiaries' respective COMITES CENTRAUX D'ENTREPRISE ("Employee Committees"), in order to provide a means for eligible employees to save and invest their income, group profit sharing, and incentive remuneration. The most recent Plan agreement took effect on January 1, 2003 and is signed by Procter & Gamble Services France S.A.S., Procter & Gamble France SNC, Laboratoire Lachartre SNC, Procter & Gamble Pharmaceuticals France S.A.S. and Procter & Gamble Pharmaceuticals Longjumeau S.A.S., Procter & Gamble Amiens SNC, Procter & Gamble Blois S.A.S., Procter & Gamble Orleans, IAMS France S.A.S. (together, "P&G France"), and their related Employee Committees. Procter & Gamble Services France S.A.S. is a wholly-owned subsidiary of The Procter & Gamble Company, Inc. (the "Parent"). The Plan is subject to the laws and regulations of France. Plan assets are invested in four FONDS COMMUN DE PLACEMENT D'ENTREPRISE ("FCPE") which are registered investment funds reserved to employees of Procter & Gamble in France subject to the laws and regulations of France. ADMINISTRATION--Administration of the Plan is jointly executed by Procter & Gamble Services France S.A.S. and Interepargne S.A., the fund manager. The four FCPE are under the supervision of the CONSEILS DE SURVEILLANCE ("Monitoring Committees") which are composed of both employee and employer representatives of P&G France. PARTICIPANTS ACCOUNTS AND INVESTMENTS OPTIONS--An account is maintained for each employee, and reflects employee and employer contributions as well as employee withdrawals. There is no provision for the allocation of income since the FCPE's do not pay dividends. Participants are permitted to invest certain contributions into any of the four FCPE's; however, certain other contributions from employees and from P&G France are mandatorily invested in FCPE Groupe Procter & Gamble (Option D). Amounts may be transferred from one FCPE to another FCPE except that "blocked" amounts may not be transferred out of FCPE Groupe Procter & Gamble (Option D). Participants may allocate their account balances to one or all of the following investment options offered by the Plan: o FCPE GROUPE PROCTER & GAMBLE ACTIONS (OPTION A) - The prospectus indicates that this fund is invested in securities or in mutual funds which invest primarily in securities. o FCPE GROUPE PROCTER & GAMBLE OBLIGATIONS (OPTION B) - The prospectus indicates that this fund is invested in bonds or in mutual funds which invest primarily in bonds. o FCPE GROUPE PROCTER & GAMBLE 5000 (OPTION C) - The prospectus indicates that this fund is invested at least at 75% in French securities, or in mutual funds invested at least at 60% in securities. o FCPE GROUPE PROCTER & GAMBLE (OPTION D) - The prospectus indicates that this fund is invested uniquely in The Procter & Gamble Company, Inc. common stock. CONTRIBUTION AND VESTING--Employees are eligible for Plan participation three months after their start date with P&G France. Contributions are made by Plan participants as well as by P&G France as follows: Employees' Contributions: - VOLUNTARY, PERIODIC CONTRIBUTIONS - These are usually contributed on a monthly basis, they are eligible for matching contributions from P&G France. These contributions are automatically invested in Option D. - VOLUNTARY, COMPLEMENTARY CONTRIBUTIONS - Employees may make complementary contributions whenever they wish, although these amounts receive no matching contributions. These contributions are invested at the discretion of the employee in one of the four FCPE's. Employers' Contributions: - EMPLOYER MATCHING CONTRIBUTIONS -P&G France makes matching contributions of between 50 and 100 percent, based on employees' voluntary, periodic contributions. These matching contributions are automatically invested in Option D. - PROFIT SHARING -P&G France calculates and distributes these contributions according to French law as well as a supplementary profit-sharing agreement. These amounts are invested at the discretion of the employee in one of the four FCPE's. If no investment direction has been given by an employee, amounts are automatically invested as per the last investment choice or, by default, in Option D. - INCENTIVE COMPENSATION -P&G France contributes incentive amounts to employees according to an incentive compensation agreement. Employees have the option to receive these amounts immediately, or to contribute these amounts to the Plan. Amounts contributed to the Plan are invested at the discretion of the employee in one of the four FCPE's, or automatically invested as per the last investment choice. All contributions are immediately 100 percent vested. WITHDRAWALS--All contributions are "blocked" for a period of five years beginning on October 1st of the calendar year in which the contribution was made. After this period, amounts are available for withdrawal without restriction. Under certain circumstances, as defined by law, a participant may withdraw "blocked" contributions. All amounts become immediately available for withdrawal upon the termination of employment. PLAN TERMINATION - The Plan agreement must be renewed every three years by written agreement between P&G France and their related Employee Committees. Thus, the present Plan will terminate on June 30, 2005. Although the Plan is expected to be renewed by all parties, any party has the right to decline to the renewal. In the event of Plan termination, the FCPE's will either remain active or will be merged with other FCPE's. Thus, Plan participants will have the option to withdraw "unblocked" amounts or to remain invested. Future employee and employer contributions to the Plan would then be suspended. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The accompanying financial statements have been prepared on the accrual basis of accounting and the Plan's net assets and transactions are recorded at fair value. PLAN INVESTMENTS - The Plan's investments are presented at fair-value based upon the net asset value of the units of each FCPE held by the Plan at year end. The net asset values of the FCPE's are determinated by the fund manager, Interepargne S.A., based upon the fair value of the FCPE's underlying investments, less any liabilities. Purchases and sales of investments are recorded on a trade date basis. The cost of investments sold is determined using average cost. EXPENSES OF THE PLAN - Investment management, record keeping expenses, and other administrative expenses are paid by P&G Services France S.A.S. Brokerage commissions are paid by the participants, and other costs related to the purchase or sale of shares are reflected in the price of the shares and borne by the participants. COMMISSIONS ON SUBSCRIPTIONS - Contributions made to the plan are subject to a commission of 0,50 percent. These commissions are recorded in the amount of the subscriptions to the FCPE. USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The Plan invests in P&G common stock and in mutual funds. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits. CONTRIBUTIONS RECEIVABLE - Contributions that are pending transfer to the Trustee as of June 30, 2003 and 2002 are recorded as contributions receivable to the Plan in the accompanying financial statements. 3. INVESTMENTS Investments held by the Plan at June 30, 2003 and 2002 were as follows:
2003 2002 NUMBER MARKET NUMBER MARKET OF SHARES VALUE OF SHARES VALUE Investments of each FCPE (EUROS) (EUROS) o Groupe Procter & Gamble Actions (Option A)* 359 656 15 107 077 381 216 17 848 544 o Obligations (Option B)* 437 816 11 054 129 436 141 9 926 572 o 5000 (Option C)* 652 183 4 781 709 569 216 4 866 798 o Groupe Procter & Gamble (Option D)* 778 068 60 732 073 802 850 72 441 200 TOTAL INVESTMENTS 91 674 988 105 083 114
*REPRESENTS INVESTMENTS WHICH EXCEED FIVE PERCENT OF NET ASSETS AVAILABLE FOR BENEFITS 4. NONPARTICIPANT-DIRECTED INVESTMENT FCPE Option D is considered to be nonparticipant-directed under the guidance of SOP 99-3 because participants are required to maintain contributed funds in the Parent's stock. The net assets of FCPE Option D as of June 30 are as follows: 2003 2002 (EUROS) (EUROS) Net assets - P&G Stock 64,107,073 75,196,304 ========== ========== The significant components of the changes in net assets of the P&G Stock Fund consist of the following for the year ended June 30, 2003: In euros Net appreciation in fair value (9,652,903) Employees contribution 2,930,067 Employer contribution 4,506,057 Withdrawals by participants (8,872,452) ---------- Total changes in net assets (11,089,231) Net assets, beginning of year 75,196,304 ---------- Net assets, end of year 64,107,073 ========== 5. PLAN PARTICIPANTS As of June 30, 2003, the Plan had approximately 3,800 participants. 6. TAX STATUS The Plan and the underlying FCPE's are subject to the tax laws of France. The Plan and the underlying FCPE's are tax-exempt according to French tax law. Thus, no provision for income taxes has been reflected in the accompanying financial statements. THE PLAN. Pursuant to the requirements of the Securities Act of 1933, PROCTER & GAMBLE SERVICES FRANCE, who administers the employee benefit plan has duly signed the Annual Report on September 15, 2003. GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE) By: PROCTER & GAMBLE SERVICES FRANCE /s/ Philippe Charrier - ------------------------------------- Philippe Charrier President EXHIBIT INDEX Exhibit No. Page No. 23a Consent of Deloitte & Touche 23b Consent of PricewaterhouseCoopers EX-23 3 frn03x23.txt FRANCE 11-K 2003 - EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333 - -51213 of The Procter & Gamble Company on Form S-8 of our report dated September 17, 2003, appearing in this Annual Report on Form 11-K of the Group Profit Sharing, Incentive and Employer Contribution Plan (France) for the year ended June 30, 2003. /S/ DELOITTE & TOUCHE - ------------------------ DELOITTE & TOUCHE Paris, France September 29, 2003 EX-23 4 frx23b03.txt FRANCE 11-K - 2003 - EXHIBIT 23B PWC CONSENT CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of The Procter & Gamble Company of our report dated September 27, 2002 relating to the financial statements and financial statement schedule of Group Profit Sharing, Incentive and Employer Contribution Plan (France) which appears in this form 11-K PricewaterhouseCoopers /S/PRICEWATERHOUSECOOPERS - ---------------------------- Paris, France September 26, 2003 -----END PRIVACY-ENHANCED MESSAGE-----