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 [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, 2003, STATEMENT OF CHANGES IN NET
ASSETS AVAILABLE FOR BENEFITS FOR THE NINE MONTHS
ENDED JUNE 30, 2003, AND INDEPENDENT AUDITORS' REPORT
PROCTER & GAMBLE 1-4-1 PLAN
TABLE OF CONTENTS
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PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits as of June 30, 2003 2
Statement of Changes in Net Assets Available for Benefits
for the Nine Months Ended June 30, 2003 3
Notes to Financial Statements for the Nine Months Ended June 30, 2003 4
INDEPENDENT AUDITORS' REPORT
To the Trustee of the Procter & Gamble 1-4-1 Plan:
We have audited the accompanying statement of net assets available for benefits
of the Procter & Gamble 1-4-1 Plan ("the Plan") as of June 30, 2003 and the
related statement of changes in net assets available for benefits 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 audit.
We conducted our audit 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 audit provides 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 the changes in net assets available for benefits 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
September 26, 2003
PROCTER & GAMBLE 1-4-1 PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 2003
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2003
(British Pounds)
ASSETS:
Investment in the Procter & Gamble Company stock, at fair value 3,809,038
Cash at bank and in hand 648,329
Due from The Procter & Gamble Company 13,826
----------
Total assets 4,471,193
----------
LIABILITIES:
Amounts due to members (16,547)
Contributions received in advance (629,555)
----------
Total liabilities (646,102)
----------
NET ASSETS AVAILABLE FOR BENEFITS 3,825,091
==========
See notes to financial statements.
PROCTER & GAMBLE 1-4-1 PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE NINE MONTHS ENDED JUNE 30, 2003
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2003
(British Pounds)
ADDITIONS (LOSSES):
Investment income:
Net depreciation in fair value of
Company Stock (17,312)
Procter & Gamble Company dividends received 16,053
----------
Total investment loss (1,259)
----------
Contributions:
Contributions from Procter & Gamble companies 1,939,757
Contributions from participants 1,939,757
----------
Total contributions 3,879,514
----------
Income from The Procter & Gamble Company 13,826
----------
Total additions 3,892,081
----------
DEDUCTIONS:
Distributions and withdrawals to participants (53,164)
Administrative expenses (13,826)
----------
Total deductions (66,990)
----------
NET INCREASE 3,825,091
NET ASSETS AVAILABLE FOR BENEFITS:
At commencement of Plan --
----------
At June 30 3,825,091
==========
See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
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 Trustee 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 to 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 Trustee 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, 2003, 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.
EXPENSES OF THE PLAN - Investment management expenses and all other fees
and expenses are paid by the participating Procter & Gamble companies (see
note 5).
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 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, 2003 and no provision for income taxes has been reflected in
the accompanying financial statements.
4. COMPANY STOCK
At June 30, 2003, 70,483 shares of Procter & Gamble Company stock were
held by the Plan. The cost of this stock at June 30, 2003, was
(pound)3,826,691.
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
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 30, 2003.
PROCTER & GAMBLE 1-4-1 PLAN
By: /S/MR T CORPS
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Mr T Corps
Director,
Procter & Gamble Share Incentive Plan Trustee Limited,
Corporate Trustee to the Procter & Gamble 1-4-1 Plan
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Deloitte & Touche LLP