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, 2002, 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, 2002 AND 2001, STATEMENTS OF CHANGES IN NET
ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED
JUNE 30, 2002, 2001 AND 2000, AND INDEPENDENT AUDITORS' REPORT
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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, 2002 and 2001 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 2002, 2001 and 2000 3
Notes to Financial Statements for the Years Ended
June 30, 2002, 2001 and 2000 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, 2002 and 2001, and the related statements of changes in net assets
available for benefits for each of the three years in the period ended June 30,
2002. 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, 2002
and 2001, and the changes in net assets available for benefits 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.
/S/ DELOITTE & TOUCHE
---------------------
DELOITTE & TOUCHE
Newcastle upon Tyne, United Kingdom
9 October 2002
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 2002 AND 2001
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2002 2001
(Euro) (Euro)
ASSETS:
Investment in Procter & Gamble Company Stock, at fair value 1,647,976 1,006,621
Investment in J.M.Smucker Company Stock, at fair value 12,155 -
Cash at bank and in hand 2,014 3,442
Other debtors - 3,562
Due from other schemes 8,541 943
Due from Procter & Gamble 2,571 366
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Total assets 1,673,257 1,014,934
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LIABILITIES:
Accrued administrative expenses (3,266) (645)
Distributions payable (9,860) (7,668)
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Total liabilities (13,126) (8,313)
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NET ASSETS AVAILABLE FOR BENEFITS 1,660,131 1,006,621
=============================
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, 2002, 2001 AND 2000
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2002 2001 2000
(Euro) (Euro) (Euro)
ADDITIONS (LOSSES):
Investment income:
Net appreciation (depreciation) in fair value of
Company Stock 228,788 124,369 (189,618)
Interest and dividend income 18,557 10,617 4,505
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Total investment income (loss) 247,345 134,986 (185,113)
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Contributions from Procter & Gamble companies 276,892 221,440 156,320
Contributions from participants 276,892 221,440 156,320
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Total contributions 553,784 442,880 312,640
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Other income - 1,450 794
The J.M.Smuckers Company common stock received 11,784 - -
Income from Procter & Gamble companies 14,770 - -
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Total additions 827,683 579,316 128,321
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DEDUCTIONS:
Distributions and withdrawals to participants (156,761) (28,219) (4,477)
Administrative expenses (17,412) (39) (799)
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Total deductions (174,173) (28,258) (5,276)
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NET INCREASE 653,510 551,058 123,045
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,006,621 455,563 332,518
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End of year 1,660,131 1,006,621 455,563
=================================================
See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
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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 6) 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.
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 companies
(see note 6).
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.
RECLASSIFICATION - Certain prior year amounts have been reclassified to
confirm with the 2002 presentation.
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
("Smucker"). As a result of the spin-off, participants holding common
stock received one share of Smucker stock for each fifty shares of Company
common stock. The cost basis of the Company common stock prior to the
Smucker spin-off was allocated between the Company common stock held and
the Smucker common stock received. Participants have the option of selling
the Smucker common stock but are not permitted to purchase additional
shares of Smucker stock.
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, 2002 and 2001 and no provision for income taxes has been
reflected in the accompanying financial statements.
4. DISTRIBUTIONS PAYABLE
Distributions payable to participants at June 30, 2002 and 2001, are
approximately (euro)9,860 and (euro)7,668, respectively.
5. COMPANY STOCK
At June 30, 2002 and 2001, 18,226 and 13,499 shares, respectively, of
Procter & Gamble Company Stock were held by the Plan. The cost of this
stock at June 30, 2002 and 2001, was (euro)1,432,208 and (euro)1,030,407,
respectively.
At June 30, 2002 and 2001, 351 and nil shares, respectively, of J.M.
Smuckers Company Stock were held by the Plan. The cost of this stock at
June 30, 2002 and 2001, was (euro)11,137 and (euro)nil, respectively.
6. 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.
7. 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,
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 8th day of October, 2002.
PROCTER & GAMBLE IRELAND
EMPLOYEE SHARE OWNERSHIP PLAN
/S/ ALAN BROXSON
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Director
Irish Pensions Trust Limited,
Corporate Trustee
/S/ PATRICK BURKE
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Director
Irish Pensions Trust Limited,
Corporate Trustee
EXHIBIT INDEX
Exhibit No.
23 Consent of Deloitte & Touche