-----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, WrNK1+VdfiZiY6vmIH/ZpEo20OcAQ0PlEdwLYHad7iEg6HxA1LvcMnP2fdaKbVE5 Trfd5HTaJxN3SIPWA/3kPw== 0000080424-04-000176.txt : 20040928 0000080424-04-000176.hdr.sgml : 20040928 20040928163329 ACCESSION NUMBER: 0000080424-04-000176 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040928 DATE AS OF CHANGE: 20040928 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: 041050257 BUSINESS ADDRESS: STREET 1: ONE PROCTER & GAMBLE PLZ CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139831100 11-K 1 ire2004.txt 11-K -- IRELAND PLAN -- 2004 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, 2004, OR \ \ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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: Procter & Gamble Ireland Employees Share Ownership Plan, c/o Irish Pensions Trust Limited, 25/28 Adelaide Road, Dublin 2, Ireland. 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 IRELAND EMPLOYEES SHARE OWNERSHIP PLAN Statements of Net Assets Available for Benefits as of June 30, 2004 and 2003, Statements of Changes in Net Assets Available for Benefits for the Years Ended June 30, 2004, 2003 and 2002, and Report of Independent Registered Public Accounting Firm PROCTER & GAMBLE IRELAND EMPLOYEES SHARE OWNERSHIP PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of June 30, 2004 and 2003 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended June 30, 2004, 2003 and 2002 3 Notes to Financial Statements 4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees of the Procter & Gamble Ireland Employees Share Ownership Plan: We have audited the accompanying statements of net assets available for benefits of the Procter & Gamble Ireland Employees Share Ownership Plan ("the Plan") as of June 30, 2004 and 2003, and the related statements of changes in net assets available for benefits for each of the three years in the period ended June 30, 2004. 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. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audits provide 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 as of June 30, 2004 and 2003, and the changes in net assets available for benefits for each of the three years in the period ended June 30, 2004, in conformity with accounting principles generally accepted in the United States of America. /S/ DELOITTE & TOUCHE LLP - ------------------------- DELOITTE & TOUCHE LLP Newcastle upon Tyne, United Kingdom 28 September, 2004 PROCTER & GAMBLE IRELAND EMPLOYEES SHARE OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF JUNE 30, 2004 AND 2003 - ---------------------------------------------------------------------------------------- 2004 2003 (Euros) (Euros) ASSETS: Investment in Procter & Gamble Company Stock, at fair value 2,271,745 1,986,504 Investment in J.M. Smucker Company Stock, at fair value 3,535 12,148 Cash at bank and in hand 37,129 56,731 Due from other schemes 815 -- ----------------------- Total assets 2,313,224 2,055,383 ----------------------- LIABILITIES: Accrued administrative expenses (14,790) (15,402) Contributions made in advance (6,167) (29,874) Distributions payable (12,647) (10,675) Due to other Schemes -- (780) ----------------------- Total liabilities (33,604) (56,731) ----------------------- NET ASSETS AVAILABLE FOR BENEFITS 2,279,620 1,998,652 ======================= See notes to financial statements.
PROCTER & GAMBLE IRELAND EMPLOYEES SHARE OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED JUNE 30, 2004, 2003 AND 2002 - ---------------------------------------------------------------------------------------------------------------------------- 2004 2003 2002 (Euros) (Euros) (Euros) ADDITIONS (LOSSES): Investment income: Net appreciation (depreciation) in fair value of investments 147,182 (73,863) 228,788 Interest income 647 302 523 ------------------------------------- Total investment income (loss) 147,829 (73,561) 229,311 ------------------------------------- Contributions from Procter & Gamble companies 280,662 275,480 276,892 Contributions from participants 280,662 275,480 276,892 ------------------------------------- Total contributions 561,324 550,960 553,784 ------------------------------------- Other income 29,376 21,251 18,034 The J.M.Smucker Company common stock received -- -- 11,784 Income from Procter & Gamble companies 1,039 5,437 14,770 ------------------------------------- Total additions 739,568 504,087 827,683 ------------------------------------- DEDUCTIONS: Distributions and withdrawals to participants (458,600) (158,509) (156,761) Administrative expenses -- (7,057) (17,412) ------------------------------------- Total deductions (458,600) (165,566) (174,173) ------------------------------------- NET INCREASE 280,968 338,521 653,510 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 1,998,652 1,660,131 1,006,621 ------------------------------------- End of year 2,279,620 1,998,652 1,660,131 ===================================== See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The following brief description of the Procter & Gamble Ireland Employees Share Ownership Plan ("Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL - The Plan is a share purchase plan established by Procter & Gamble to provide a means for eligible Irish employees to tax efficiently purchase shares in The Procter & Gamble Company ("Parent"). The scheme administrators on behalf of the Trustees of the Plan hold the Plan assets. CONTRIBUTIONS- Employees can contribute up to 2.5% of their base salary. The participating Procter & Gamble companies (see note 7) match all contributions by employees in full. WITHDRAWALS - Participants may withdraw shares from the scheme at any time subject to the following Plan rules. Participants cannot withdraw shares from the Plan within 3 years of purchase. Participants who withdraw shares from the Plan after 3 years can do so without attracting any income tax. ADMINISTRATION - The Plan is administered by Mercer Limited who were appointed by the Trustees of the Plan. PARTICIPANT ACCOUNTS - Each participant's account is credited with an allocation of the Plan's shares. The benefit to which a participant is entitled is limited to the shares that can be provided from the participant's account. THE J.M. SMUCKER COMPANY COMMON STOCK - In May of 2002, the Jif peanut butter and Crisco shortening brands were spun-off to the Company's shareholders and subsequently merged into The J.M. Smucker Company ("Smuckers"). As a result of the spin-off, participants holding common stock received one share of Smuckers stock for each fifty shares of Company common stock. The cost basis of the Company common stock prior to the Smuckers spin-off was allocated between the Company common stock held and the Smuckers common stock received. All grants related to common stock were made in Smuckers common stock; however, vested participants have the option of selling the Smuckers common stock and reinvesting the funds into other investment options. Participants are not permitted to purchase additional shares of Smuckers. LOANS - Under the terms of the plan agreement, participants are not permitted to borrow funds from their account balance. PLAN TERMINATION - Although the Company has not expressed any intent to do so, the Company has the right under the current scheme rules to terminate the Plan. Upon termination, amounts held by the Plan would be distributed to participants based upon the scheme rules. 2. 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. The Plan's investment in the Company common stock is valued at fair value and is translated into Euros ("(euro)") at the rate of exchange at June 30. EXPENSES OF THE PLAN - Investment management expenses and all other fees/expenses are paid by the participating Procter & Gamble Company (see note 7). 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 The Procter & Gamble Company and J.M. Smucker Company common stock. 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 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. 3. TAX STATUS The Irish Tax Authority has determined and informed the Company that it is an approved Employee Share Scheme under Irish tax legislation. Therefore, the Plan Administrator believes that the Plan was qualified and tax-exempt as of June 30, 2004 and 2003 and no provision for income taxes has been reflected in the accompanying financial statements. 4. DISTRIBUTIONS PAYABLE Distributions payable represent dividends owed to participants and were (euro)12,647 and (euro)10,675 at June 30, 2004 and 2003, respectively. 5. COMPANY STOCK At June 30, 2004 and 2003, 49,632 and 43,940 (restated) shares, respectively, of The Procter & Gamble Company Stock were held by the Plan. (see note 8) The cost of this stock at June 30, 2004 and 2003, was (euro)1,985,175 and (euro)1,844,592, respectively. At June 30, 2004 and 2003, 94 and 351 shares, respectively, of J.M. Smucker Company Stock were held by the Plan. The cost of this stock at June 30, 2004 and 2003, was (euro)2,983 and (euro)11,784, respectively. 6. ACCRUED ADMINISTRATIVE EXPENSES Included within accrued administrative expenses are amounts owed by participating Procter & Gamble companies of (euro)2,062 (2003: (euro)2,804). 7. PARTICIPATING PROCTER & GAMBLE COMPANIES The participating Procter & Gamble companies are as follows: o Procter & Gamble (Manufacturing) Ireland Ltd; o Max Factor Ltd; o Procter & Gamble Pharmaceuticals Ltd; o Procter & Gamble (L&CP) Ltd. 8. STOCK SPLIT In March 2004, the Company's Board of Directors approved a two-for-one stock split effective for common shareholders of record as of May 21, 2004. The financial statements, notes and other references to share data have been restated to reflect the stock split for all periods presented. THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employees benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on the 28th day of September 2004. PROCTER & GAMBLE IRELAND EMPLOYEE SHARE OWNERSHIP PLAN /S/ PATRICK BURKE - ----------------------------- Patrick Burke Director Irish Pensions Trust Limited, Corporate Trustee /S/ TOM MOLLOY - ----------------------------- Tom Molloy Director Irish Pensions Trust Limited, Corporate Trustee EXHIBIT INDEX Exhibit No. 23 Consent of Deloitte & Touche EX-23 2 x23-2004.txt 11-K -- IRELAND PLAN -- 2004 -- EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333- 108994 and 333-51219 of The Procter & Gamble Company on Form S-8 of our report dated September 28, 2004, appearing in this Annual Report on Form 11-K of the Procter & Gamble Ireland Employees Share Ownership Plan for the year ended June 30, 2004. /S/ DELOITTE & TOUCHE LLP - ------------------------- DELOITTE & TOUCHE Newcastle upon Tyne, United Kingdom September 28, 2004 -----END PRIVACY-ENHANCED MESSAGE-----