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 [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 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)
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PROCTER & GAMBLE
1-4-1 PLAN
Statement of Net Assets Available for Benefits as
of June 30, 2004 and 2003, Statement of Changes
in Net Assets Available for Benefits for the Year
Ended June 30, 2004 and for the Nine Months
Ended June 30, 2003, and Report of Independent
Registered Public Accounting Firm
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TABLE OF CONTENTS
PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
as of June 30, 2004 and 2003 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended June 30, 2004 and for the Nine Months
Ended June 30, 2003 3
Notes to Financial Statements for the Year Ended
June 30, 2004 and for the Nine Months Ended June 30, 2003 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, 2004 and 2003 and
the related statements of changes in net assets available for benefits for the
year ended June 30, 2004 and for the nine months 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 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 the year ended
June 30, 2004 and for the nine months 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
24 September 2004
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE, 30 2004 AND 2003
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2004 2003
(British Pounds)(British Pounds)
ASSETS:
Investment in the Procter & Gamble Company stock,
at fair value 9,601,643 3,809,038
Cash at bank and in hand 712,143 648,329
Due from The Procter & Gamble Company 7,288 13,826
----------------------------
Total assets 10,321,074 4,471,193
----------------------------
LIABILITIES:
Amounts due to others (2,231) (16,547)
Contributions received in advance (614,999) (629,555)
----------------------------
Total liabilities (617,230) (646,102)
----------------------------
NET ASSETS AVAILABLE FOR BENEFITS 9,703,844 3,825,091
============================
See notes to financial statements.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 2004 AND FOR THE NINE MONTHS ENDED JUNE 30,2003
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2004 2003
(British Pounds)(British Pounds)
ADDITIONS (LOSSES):
Investment income:
Net appreciation (depreciation) in fair value of
Company Stock 674,943 (17,312)
Procter & Gamble Company dividends received 103,066 16,053
----------------------------
Total investment gain (loss) 778,009 (1,259)
----------------------------
Contributions:
Contributions from Procter & Gamble companies 2,972,054 1,939,757
Contributions from participants 2,972,054 1,939,757
----------------------------
Total contributions 5,944,108 3,879,514
----------------------------
Income from The Procter & Gamble Company 19,343 13,826
----------------------------
Total additions 6,741,460 3,892,081
----------------------------
DEDUCTIONS:
Distributions and withdrawals to participants (843,364) (53,164)
Administrative expenses (19,343) (13,826)
----------------------------
Total deductions (862,707) (66,990)
----------------------------
NET INCREASE 5,878,753 3,825,091
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year / nine month period 3,825,091 0
----------------------------
End of year / nine month period 9,703,844 3,825,091
============================
See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2004 AND FOR THE NINE MONTHS ENDED JUNE 30, 2003
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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 by The Procter &
Gamble Company ("Company") to provide a means for eligible UK employees to
tax efficiently purchase shares in the Company. The scheme administrators
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 (pound)10. The participating
Procter & Gamble companies (see note 5) 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.
WITHDRAWALS - Participants may withdraw contributory shares from the
scheme at any time; however, participants who withdraw contributory shares
from the Plan within 5 years of acquisition will become liable for 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.
ADMINISTRATION - The Plan is administered by Capita IRG Trustees 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.
PLAN COMMENCEMENT - The Plan commenced on October 1, 2002, and replaced
the Procter & Gamble Matched Savings Share Purchase Plan, which ceased to
be tax efficient from this date.
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
Sterling at the rate of exchange at June 30.
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.
FLUCTUATIONS IN INVESTMENT SECURITIES VALUATION - 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.
EXPENSES OF THE PLAN - Investment management expenses and all other fees
and expenses are paid by the participating Procter & Gamble companies (see
note 5).
3. 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, 2004 and no provision for income taxes has been reflected in
the accompanying financial statements.
4. COMPANY STOCK
At June 30, 2004 and 2003, 319,849 and 140,966 (as restated per note 6)
shares of Procter & Gamble Company stock were held by the Plan,
respectively. The cost of this stock at June 30, 2004 and 2003, was
(pound)8,924,252 and (pound)3,826,691, respectively.
5. PARTICIPATING PROCTER & GAMBLE COMPANIES
The participating Procter & Gamble companies are as follows:
Procter & Gamble Pharmaceuticals UK Limited
Procter & Gamble Product Supply (UK) Limited
Procter & Gamble Technical Centres Limited
Procter & Gamble (L&CP) Limited
Procter & Gamble (Health & Beauty Care) Limited
Clairol Limited
IAMS UK Limited
6. 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 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, 2004.
PROCTER & GAMBLE 1-4-1 PLAN
By: /S/ MS. SUSAN CARVER
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Ms. Susan Carver
Director,
Procter & Gamble 1-4-1 Plan
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche LLP