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, 2005, 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 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
IRELAND
EMPLOYEES SHARE
OWNERSHIP PLAN
Statements of Net Assets Available for Benefits as
of June 30, 2005 and 2004, Statements of
Changes in Net Assets Available for Benefits for
the Years Ended June 30, 2005, 2004 and 2003,
and Report of Independent Registered Public
Accounting Firm
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN
TABLE OF CONTENTS
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PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
June 30, 2005 and 2004 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 2005, 2004 and 2003 3
Notes to Financial Statements for the Years Ended
June 30, 2005, 2004 and 2003 4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2005 and 2004, and the related statements of changes in net assets
available for benefits for each of the three years in the period ended June 30,
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 the 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. The Plan is not required to have,
nor were we engaged to perform an audit of its internal control over financial
reporting. Our audits included 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, 2005
and 2004, and the changes in net assets available for benefits for each of the
three years in the period ended June 30, 2005, in conformity with accounting
principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Newcastle upon Tyne, United Kingdom
22 September, 2005
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2005 AND 2004
-------------------------------------------------------------------------------------------------------------------
Notes 2005 2004
(Euros) (Euros)
ASSETS:
Investment in The Procter & Gamble Company common stock,
at fair value 5 2,379,628 2,271,745
Investment in J.M. Smucker Company common stock, at fair value 5 3,535 3,535
Cash at bank and in hand 40,888 37,129
Due from The Procter & Gamble Company 1,125 -
Other debtors 11,545 815
---------------------------------------
Total assets 2,436,721 2,313,224
---------------------------------------
LIABILITIES:
Accrued administrative expenses 6 (16,062) (14,790)
Contributions made in advance (6,167) (6,167)
Distributions payable 4 (16,484) (12,647)
---------------------------------------
Total liabilities (38,713) (33,604)
---------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS 2,398,008 2,279,620
=======================================
See notes to financial statements.
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2005, 2004 AND 2003
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2005 2004 2003
(Euros) (Euros) (Euros)
ADDITIONS (LOSSES):
Investment income/(loss):
Net (depreciation) appreciation in fair value of
investments (119,699) 147,182 (73,863)
Interest income 1,052 647 302
Dividend Income 28,562 29,376 21,251
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Total investment (loss) income (90,085) 177,205 (52,310)
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Contributions from participating Procter & Gamble
companies 304,775 280,662 275,480
Contributions from participants 304,775 280,662 275,480
-----------------------------------------------------------
Total contributions 609,550 561,324 550,960
-----------------------------------------------------------
Reimbursement from participating Procter & Gamble
companies for administrative expenses 9,571 1,039 5,437
-----------------------------------------------------------
Total additions 529,036 739,568 504,087
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DEDUCTIONS:
Distributions and withdrawals to participants (407,238) (458,600) (158,509)
Administrative expenses (3,410) - (7,057)
-----------------------------------------------------------
Total deductions (410,648) (458,600) (165,566)
-----------------------------------------------------------
NET INCREASE 118,388 280,968 338,521
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,279,620 1,998,652 1,660,131
-----------------------------------------------------------
End of year 2,398,008 2,279,620 1,998,652
===========================================================
See notes to financial statements.
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2005, 2004 AND 2003
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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 (Manufacturing) Ireland Limited and Procter & Gamble Limited
("Companies") to provide a means for eligible Irish employees to tax
efficiently purchase shares in The Procter & Gamble Company ("Parent").
The Plan 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 Plan 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.
LOANS - Under the terms of the Plan agreement, participants are not
permitted to borrow funds from their account balance.
PLAN TERMINATION - Although the Companies have not expressed any intent to
do so, the Companies have the right under the current Plan rules to
terminate the Plan. Upon termination, amounts held by the Plan would be
distributed to participants based upon the Plan rules.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
prepared on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America.
EXPENSES OF THE PLAN - Investment management expenses and all other fees
and expenses are paid by the participating Procter & Gamble companies (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 and J.M. Smucker 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 The
Procter & Gamble Company common stock and J.M. Smucker Company common
stock is stated at fair value, which is based on quoted market prices and
is translated into Euros at the rate of exchange at 30 June.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date.
3. TAX STATUS
The Irish Tax Authority has determined and informed the Companies 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, 2005, 2004 and 2003 and no provision for income
taxes has been reflected in the accompanying financial statements.
4. INVESTMENTS
At June 30, 2005 and 2004, 54,418 and 49,632 (as restated per Note 9)
shares, respectively, of The Procter & Gamble Company common stock were
held by the Plan, which represented more than five percent of the Plan's
net assets available for benefits. The cost of this stock at June 30, 2005
and 2004, was (euro)2,213,384 and (euro)1,985,175, respectively.
At June 30, 2005 and 2004, 94 and 94 shares, respectively, of J.M. Smucker
Company common stock were held by the Plan. The cost of this stock at June
30, 2005 and 2004, was (euro)2,983 and (euro)2,983, respectively.
5. DISTRIBUTIONS PAYABLE
Distributions payable represent dividends owed to participants and were
(euro)16,484 and (euro)12,647 at June 30, 2005 and 2004, respectively.
Dividends received by the plan are separately payable to participants in
accordance with the Plan agreement.
6. ACCRUED ADMINISTRATIVE EXPENSES
Included within accrued administrative expenses are amounts owed to
participating Procter & Gamble companies of (euro)2,062 in 2004.
7. PARTICIPATING PROCTER & GAMBLE COMPANIES
The participating Procter & Gamble companies are as follows:
o Procter & Gamble (Manufacturing) Ireland Ltd;
o Procter & Gamble Ltd;
o Procter & Gamble (HABC) Ltd;
o Procter & Gamble (L&CP) Ltd.
8. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
At June 30, 2005 and 2004, the Plan held 54,418 and 49,632 shares
respectively, of common stock of The Procter & Gamble Company, the
sponsoring employer, with a cost basis of (euro)2,213,384 and
(euro)1,985,175 respectively. During the years ended June 30, 2005, 2004
and 2003, the Plan recorded dividend income from The Procter & Gamble
Company common stock of (euro)28,652, (euro)29,376 and (euro)21,251,
respectively.
9. 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. Share data in Notes 4 and 8 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 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 20th day of
September 2005.
PROCTER & GAMBLE IRELAND
EMPLOYEE SHARE OWNERSHIP PLAN
/S/ ALAN BROXSON
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Alan Broxson
Director
Irish Pensions Trust Limited,
Corporate Trustee
/S/ PATRICK BURKE
-----------------------------
Patrick Burke
Director
Irish Pensions Trust Limited,
Corporate Trustee
EXHIBIT INDEX
Exhibit No.
23 Consent of Deloitte & Touche LLP