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, 2006, 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
Statements of Net Assets Available for Benefits as
of June 30, 2006 and 2005, Statements of
Changes in Net Assets Available for Benefits for
the Years Ended June 30, 2006, 2005 and 2004,
and Report of Independent Registered Public
Accounting Firm
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, 2006 and 2005 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 2006, 2005 and 2004 3
Notes to Financial Statements for the Years Ended
June 30, 2006, 2005 and 2004 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, 2006 and 2005,
and the related statements of changes in net assets available for benefits for
the years ended June 30, 2006, 2005 and 2004. These financial statements are the
responsibility of the Plan's trustee. 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 the trustee, 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, 2006
and 2005 and the changes in net assets available for benefits for the years
ended June 30, 2006, 2005 and 2004, in conformity with accounting principles
generally accepted in the United States of America.
/S/ DELOITTE & TOUCHE LLP
Newcastle upon Tyne, United Kingdom
20 September 2006
PROCTER & GAMBLE
1-4-1 PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE, 30 2006 AND 2005
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2006 2005
(British Pounds) (British Pounds)
ASSETS:
Investment in The Procter & Gamble Company
common stock, at fair value 20,110,074 14,736,349
Cash at bank and in hand 670,751 681,728
Due from The Procter & Gamble Company 506 2,026
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Total assets 20,781,331 15,420,103
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LIABILITIES:
Amounts due to others (18,370) (4,736)
Contributions received in advance (593,050) (556,728)
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Total liabilities (611,420) (561,464)
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NET ASSETS AVAILABLE FOR BENEFITS 20,169,911 14,858,639
==================================
See notes to financial statements.
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
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2006 2005 2004
(British Pounds) (British Pounds) (British Pounds)
ADDITIONS (LOSSES):
Investment income:
Net appreciation (depreciation) in fair value of
The Procter & Gamble Company common stock 114,080 (317,179) 674,943
The Procter & Gamble Company dividends received 303,506 187,410 103,066
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Total investment gain (loss) 417,586 (129,769) 778,009
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Contributions:
Contributions from participating Procter & Gamble 3,040,651 2,985,398 2,972,054
companies
Contributions from participants 3,040,651 2,985,398 2,972,054
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Total contributions 6,081,302 5,970,796 5,944,108
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Income from The Procter & Gamble Company 20,858 19,013 19,343
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Total additions 6,519,746 5,860,040 6,741,460
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DEDUCTIONS:
Distributions and withdrawals to participants (1,187,616) (686,232) (843,364)
Administrative expenses (20,858) (19,013) (19,343)
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Total deductions (1,208,474) (705,245) (862,707)
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NET INCREASE 5,311,272 5,154,795 5,878,753
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 14,858,639 9,703,844 3,825,091
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End of year 20,169,911 14,858,639 9,703,844
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See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2006, 2005 AND 2004
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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 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 (pound)10. The participating
Procter & Gamble companies (see note 7) 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 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.
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 income tax and national insurance.
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.
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 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 financial statements.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investment in The
Procter & Gamble 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-dividends date.
EXPENSES OF THE PLAN - Investment management expenses and all other fees
and expenses are paid by the participating Procter & Gamble companies (see
Note 7).
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 $18,370 and $4,736 at June 30, 2006
and 2005, respectively.
3. INVESTMENTS
The Plan's investment in The Procter & Gamble Company common stock
experienced net appreciation (depreciation) in value as follows for the
years ended June 30, 2006, 2005, and 2004:
2006 2005 2004
(British Pounds) (British Pounds) (British Pounds)
The Procter & Gamble Company
common stock:
Unrealized appreciation (depreciation) 114,080 (317,179) 674,943
4. 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, 2006 and no provision for income taxes has been reflected in
the accompanying financial statements.
5. RELATED PARTY TRANSACTIONS
At June 30, 2006 and 2005, 669,311 and 504,919 shares of The Procter &
Gamble Company common stock were held by the Plan, respectively. The cost
of this stock at June 30, 2006 and 2005, was (pound)19,638,707 and
(pound)14,376,849, respectively.
During the years ended June 30, 2006, 2005 and 2004, the plan recorded
dividend income from The Procter & Gamble Company common stock of
(pound)303,506, (pound)187,410, and (pound)103,066, respectively.
Contributions from participating Procter & Gamble companies of
(pound)3,040,651, (pound)2,985,398, and (pound)2,972,054 were recorded for
the years ended June 30, 2006, 2005 and 2004, 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, 2006, 2005
and 2004 of (pound)20,858, (pound)19,013, and (pound)19,343, respectively.
6. 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.
7. 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
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 15, 2006.
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