Procter & Gamble 11-K
 

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
     
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                     .
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 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
REQUIRED INFORMATION
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
 
    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

 


 

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, 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

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of the Procter & Gamble 1-4-1 Plan:
We have audited the accompanying statements of net assets available for benefits of the Procter & Gamble 1-4-1 Plan (“the Plan”) as of June 30, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years ended June 30, 2007, 2006 and 2005. 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 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 from material misstatement. The plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the plan’s internal control over financial reporting. Accordingly we express no such opinion. An audit also 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, 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, 2007 and 2006 and the changes in net assets available for benefits for the years ended June 30, 2007, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Newcastle upon Tyne, United Kingdom
24 September 2007

1


 

PROCTER & GAMBLE
1-4-1 PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE, 30 2007 AND 2006
 
                 
    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  
     
See notes to financial statements.

2


 

PROCTER & GAMBLE
1-4-1 PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2007, 2006 AND 2005
 
                         
    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  
     
See notes to financial statements.

3


 

PROCTER & GAMBLE
1-4-1 PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2007, 2006 AND 2005
 
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 employee’s own contributions.
 
    Matching shares— Represent shares purchased using matched contributions.
 
    Dividend shares— Represent shares purchased using dividend income related to the employee’s shares.
 
    Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, the participating Procter & Gamble company’s 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 participant’s 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.

4


 

PROCTER & GAMBLE
1-4-1 PLAN
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 Plan’s 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 Plan’s 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 )
 
                       

5


 

PROCTER & GAMBLE
1-4-1 PLAN
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

6


 

SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newcastle upon Tyne United Kingdom, on September 24, 2007.
         
  PROCTER & GAMBLE 1-4-1 PLAN
 
 
  By:   /s/ SUSAN CARVER    
    Ms. Susan Carver   
    Trustee,
Procter & Gamble 1-4-1 Plan 
 
 
EXHIBIT INDEX
         
Exhibit No.       Page No.
23
  Consent of Deloitte & Touche LLP