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 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 4. Plan Financial Statements and Schedules Prepared in Accordance With the
Financial Reporting Requirements of ERISA.
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PROCTER & GAMBLE IRELAND EMPLOYEES SHARE OWNERSHIP PLAN
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 IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN
TABLE OF CONTENTS
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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 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, 2003 and 2002, and the related statements of changes in net assets
available for benefits for each of the three years in the period ended June 30,
2003. 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 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 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, 2003
and 2002, and the changes in net assets available for benefits for each of the
three years in the period ended June 30, 2003, 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
29 September, 2003
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 2003 AND 2002
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2003 2002
(Euros) (Euros)
ASSETS:
Investment in Procter & Gamble Company Stock, at fair value 1,986,504 1,647,976
Investment in J.M. Smucker Company Stock, at fair value 12,148 12,155
Cash at bank and in hand 56,731 2,013
Due from other schemes -- 8,541
Due from Procter & Gamble -- 2,571
-----------------------
Total assets 2,055,383 1,673,256
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LIABILITIES:
Accrued administrative expenses (15,402) (3,266)
Contributions made in advance (29,874) --
Distributions payable (10,675) (9,860)
Due to other Schemes (780) --
-----------------------
Total liabilities (56,731) (13,126)
-----------------------
NET ASSETS AVAILABLE FOR BENEFITS 1,998,652 1,660,130
=======================
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, 2003, 2002 AND 2001
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2003 2002 2001
(Euros) (Euros) (Euros)
ADDITIONS (LOSSES):
Investment income:
Net appreciation (depreciation) in fair value of
Company Stock (73,863) 228,788 124,369
Interest income 302 523 13
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Total investment income (loss) (73,561) 229,311 124,382
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Contributions from Procter & Gamble companies 275,480 276,892 221,440
Contributions from participants 275,480 276,892 221,440
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Total contributions 550,960 553,784 442,880
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Other income 21,251 18,034 12,054
The J.M.Smucker Company common stock received -- 11,784 --
Income from Procter & Gamble companies 5,437 14,770 --
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Total additions 504,087 827,683 579,316
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DEDUCTIONS:
Distributions and withdrawals to participants (158,509) (156,761) (28,219)
Administrative expenses (7,057) (17,412) (39)
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Total deductions (165,566) (174,173) (28,258)
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NET INCREASE 338,521 653,510 551,058
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,660,131 1,006,621 455,563
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End of year 1,998,652 1,660,131 1,006,621
=====================================
See notes to financial statements.
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2003, 2002 AND 2001
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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.
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN
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 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, 2003 and 2002 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)10,675 and (euro)9,860 at June 30, 2003 and 2002, respectively.
5. COMPANY STOCK
At June 30, 2003 and 2002, 21,970 and 18,226 shares, respectively, of The
Procter & Gamble Company Stock were held by the Plan. The cost of this
stock at June 30, 2003 and 2002, was (euro)1,844,592 and (euro)1,432,208,
respectively.
At June 30, 2003 and 2002, 351 shares of J.M. Smucker Company Stock were
held by the Plan. The cost of this stock at June 30, 2003 and 2002, was
(euro)11,137.
6. ACCRUED ADMINISTRATIVE EXPENSES
Included within accrued administrative expenses are amounts owed by
participating Procter & Gamble companies of (euro)2,804 (2002: (euro)nil).
PROCTER & GAMBLE IRELAND
EMPLOYEEES SHARE OWNERSHIP PLAN
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. CLASS ACTION LAWSUIT
During March of 2000, a class action lawsuit was filed against The Procter
& Gamble Company by shareholders of common stock. The class was certified
on October 29, 2001 by the United States District Court for the Southern
District of Ohio, Western Division (the "Court"), and a settlement of
$49,000,000 has been approved. The Plan joined the class of plaintiffs
during March of 2002. Once the allocation of the settlement is determined
and approved by the Court, the plan will receive its portion of the
settlement to allocate to participant accounts.
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 29th day of
September 2003.
PROCTER & GAMBLE IRELAND
EMPLOYEE SHARE OWNERSHIP PLAN
/S/ PATRICK BURKE
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Patrick Burke
Director
Irish Pensions Trust Limited,
Corporate Trustee
/S/ TOM MOLLOY
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Tom Molloy
Director
Irish Pensions Trust Limited,
Corporate Trustee
EXHIBIT INDEX
Exhibit No.
23 Consent of Deloitte & Touche