þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2007, OR |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from to . |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: Procter & Gamble 1-4-1 Plan, Procter & Gamble Technical Centres Limited, Cobalt 12, Silver Fox Way, Cobalt Business Park, Newcastle upon Tyne NE27 0QW. | |
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 |
Item 1. | Audited statements 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 statements 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 1-4-1 PLAN |
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Statements of Net Assets Available for Benefits as of June 30, 2007 and 2006, Statements of Changes in Net Assets Available for Benefits for the Years Ended June 30, 2007, 2006 and 2005, and Report of Independent Registered Public Accounting Firm |
Page | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1 | |
FINANCIAL STATEMENTS: |
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Statements of Net Assets Available for Benefits as of June 30, 2007 and 2006 |
2 | |
Statements of Changes in Net Assets Available for Benefits for the Years Ended June 30, 2007, 2006
and 2005 |
3 | |
Notes to Financial Statements for the Years Ended June 30, 2007, 2006 and 2005 |
4 |
1
2007 | 2006 | |||||||
£ | £ | |||||||
ASSETS: |
||||||||
Investment in The Procter & Gamble Company common
stock, at fair value |
25,314,487 | 20,110,074 | ||||||
Cash at bank and in hand |
928,354 | 670,751 | ||||||
Due from the participating Procter & Gamble companies |
| 506 | ||||||
Total assets |
26,242,841 | 20,781,331 | ||||||
LIABILITIES: |
||||||||
Amounts due to others |
(43,210 | ) | (18,370 | ) | ||||
Contributions received in advance |
(749,133 | ) | (593,050 | ) | ||||
Total liabilities |
(792,343 | ) | (611,420 | ) | ||||
NET ASSETS AVAILABLE FOR BENEFITS |
25,450,498 | 20,169,911 | ||||||
2
2007 | 2006 | 2005 | ||||||||||
£ | £ | £ | ||||||||||
ADDITIONS (LOSSES): |
||||||||||||
Investment income: |
||||||||||||
Net appreciation (depreciation) in fair value of
The Procter & Gamble Company common stock |
(32,553 | ) | 114,080 | (317,179 | ) | |||||||
The Procter & Gamble Company dividends received |
396,123 | 303,506 | 187,410 | |||||||||
Total investment gain (loss) |
363,570 | 417,586 | (129,769 | ) | ||||||||
Contributions: |
||||||||||||
Contributions from participating Procter &
Gamble
companies |
3,232,155 | 3,040,651 | 2,985,398 | |||||||||
Contributions from participants |
3,232,155 | 3,040,651 | 2,985,398 | |||||||||
Total contributions |
6,464,310 | 6,081,302 | 5,970,796 | |||||||||
Income from The Procter & Gamble Company |
18,365 | 20,858 | 19,013 | |||||||||
Total additions |
6,846,245 | 6,519,746 | 5,860,040 | |||||||||
DEDUCTIONS: |
||||||||||||
Distributions and withdrawals to participants |
(1,547,293 | ) | (1,187,616 | ) | (686,232 | ) | ||||||
Administrative expenses |
(18,365 | ) | (20,858 | ) | (19,013 | ) | ||||||
Total deductions |
(1,565,658 | ) | (1,208,474 | ) | (705,245 | ) | ||||||
NET INCREASE |
5,280,587 | 5,311,272 | 5,154,795 | |||||||||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||||||||||
Beginning of year |
20,169,911 | 14,858,639 | 9,703,844 | |||||||||
End of year |
25,450,498 | 20,169,911 | 14,858,639 | |||||||||
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1. | PLAN DESCRIPTION | |
The following brief description of the Procter & Gamble 1-4-1 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 on October 1, 2002 by The Procter & Gamble Company (Company), replacing the Procter & Gamble Matched Savings Share Purchase Plan, which ceased to be tax efficient from this date, to provide a means for eligible UK employees to tax efficiently purchase shares in the Company. The Plan is administered by Capita IRG Trustees Limited who were appointed by the Trustees of the Plan and hold the Plan assets on behalf of the Trustees of the Plan. | ||
Contributions Employees can contribute up to 2.5% of their salary/wage, subject to a minimum monthly contribution of £10. The participating Procter & Gamble companies (see note 8) match all contributions by employees in full. | ||
Contributory shares Represent shares purchased using the employees own contributions. | ||
Matching shares Represent shares purchased using matched contributions. | ||
Dividend shares Represent shares purchased using dividend income related to the employees shares. | ||
Participant Accounts Individual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution, the participating Procter & Gamble companys matching contribution, and allocations of Plan earnings, and charged with withdrawals and an allocation of Plan losses. Allocations are based on participant earnings or account balances, as defined. The distribution to which a participant is entitled is limited to the shares that can be provided from the participants account. | ||
Vesting Participants are vested immediately in all shares allocated to their account. | ||
Investments Participants are only permitted to invest in Company common stock. Any dividends on shares of Company common stock are invested in additional shares of Company common stock. | ||
Participant Loans Under the terms of the Plan agreement, participants are not permitted to borrow funds from their account balance. | ||
Distributions and Withdrawals Participants may withdraw contributory shares from the Plan at any time; however, participants who withdraw contributory shares from the Plan within five years of acquisition will become liable for UK income tax and national insurance. Participants cannot withdraw matching shares from the Plan within 5 years of purchase, and cannot withdraw dividend shares from the Plan within 3 years of purchase, unless the participant ceases to be an employee of the participating Procter & Gamble companies. |
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2. | SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Accounting The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | ||
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan invests in 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 financial statements. | ||
Investment Valuation and Income Recognition The Plans investment in Company common stock is stated at fair value, which is based on quoted market prices and is translated into sterling at the rate of exchange at June 30. Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. | ||
Cash at Bank and In Hand Amounts shown as cash at bank and in hand are uninvested funds held that are to be invested in Company common stock in the following month. | ||
Expenses of the Plan Investment management expenses and all other fees and expenses are paid by the participating Procter & Gamble companies (see Note 8). | ||
Distributions and Withdrawals (Amounts due to others) Distributions and withdrawals to participants are recorded upon distribution. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were £40,982 and £18,370 at June 30, 2007 and 2006, respectively. | ||
3. | INVESTMENTS | |
The Plans investment in Company common stock experienced net appreciation (depreciation) in value as follows for the years ended June 30, 2007, 2006, and 2005: |
2007 | 2006 | 2005 | ||||||||||
£ | £ | £ | ||||||||||
The Procter & Gamble Company common stock: |
||||||||||||
Unrealized appreciation
(depreciation) |
(32,553 | ) | 114,080 | (317,179 | ) | |||||||
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4. | AMOUNTS DUE TO OTHERS |
2007 | 2006 | |||||||
£ | £ | |||||||
Amounts due to members |
40,982 | 18,370 | ||||||
Amounts due to participating Procter & Gamble companies |
1,129 | | ||||||
Amounts due to Capita IRG Trustees Limited |
1,099 | | ||||||
43,210 | 18,370 | |||||||
5. | TAX STATUS | |
The Inland Revenue (IR) has determined and informed the Company that it is an approved Employee Share Scheme under UK tax legislation. Therefore, the Plan Administrator believes that the Plan was qualified and tax-exempt as of June 30, 2007 and no provision for income taxes has been reflected in the accompanying financial statements. | ||
6. | RELATED PARTY TRANSACTIONS | |
At June 30, 2007 and 2006, 830,757 and 669,311 shares of Company common stock were held by the Plan, respectively. The cost of this stock at June 30, 2007 and 2006, was £24,874,896 and £19,638,707, respectively.During the years ended June 30, 2007, 2006 and 2005, the Plan recorded dividend income from Company common stock of £396,123, £303,506, and £187,410, respectively. Contributions from participating Procter & Gamble companies of £3,232,155, £3,040,651, and £2,985,398 were recorded for the years ended June 30, 2007, 2006 and 2005, respectively. Also, the Plan received reimbursements for adminstrative expenses from the Company titled Income From The Procter & Gamble Company in the Statements of Changes in Net Assets Available For Benefits for the years ended June 30, 2007, 2006 and 2005 of £18,365, £20,858, and £19,013, respectively. | ||
7. | PLAN TERMINATION | |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in the Plan agreement. | ||
8. | PARTICIPATING PROCTER & GAMBLE COMPANIES | |
The participating Procter & Gamble companies are as follows: | ||
Procter & Gamble Pharmaceuticals UK Limited Procter & Gamble Prestige UK Limited Procter & Gamble Product Supply (UK) Limited Procter & Gamble Technical Centres Limited Procter & Gamble (L&CP) Limited Procter & Gamble (Health & Beauty Care) Limited Gillette UK Limited Gillette European Services Centre Limited Gillette Management LLC Gillette Central Services Limited |
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PROCTER & GAMBLE 1-4-1 PLAN |
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By: | /s/ SUSAN CARVER | |||
Ms. Susan Carver | ||||
Trustee, Procter & Gamble 1-4-1 Plan |
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Exhibit No. | Page No. | |||
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Consent of Deloitte & Touche LLP |