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
\ \ FOR 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: Group Profit Sharing, Incentive and Employer
Contribution Plan (France), c/o Groupe Procter & Gamble en France, Service
Relations Exterieures, 96 avenue Charles de Gaulle, 92200 Neuilly sur
Seine.
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 statements 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).
Item 2. Audited statements 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).
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PROCTER & GAMBLE SERVICES FRANCE S.A.S.
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
AND REPORT OF INDEPENDENT ACCOUNTANTS
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GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)
TABLE OF CONTENTS
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PAGE
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statements of Financial Condition as of June 30, 2002 and 2001 2
Statements of Income and Changes in Plan Equity 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
SUPPLEMENTAL SCHEDULE:
Statements of Allocation of Plan Assets and Liabilities by
Investment Program 10
REPORT OF INDEPENDENT ACCOUNTANTS
To Procter & Gamble Services France S.A.S. and the Participants of Group
Profit Sharing, Incentive and Employer Contribution Plan (France):
In our opinion, the accompanying statements of financial condition, the related
statements of income and changes in plan equity, and the supplemental schedule
(together, the "financial statements") present fairly, in all material respects,
the financial position of Group Profit Sharing, Incentive and Employer
Contribution Plan (France) (the "Plan") at June 30 2002 and 2001, and its
operations and changes in plan equity 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. These financial statements are the
responsibility of Procter & Gamble Services France S.A.S.; our responsibility is
to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/S/ PRICEWATERHOUSECOOPERS
---------------------------
PricewaterhouseCoopers
Paris, France
September 27, 2002
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER
CONTRIBUTION PLAN (FRANCE)
STATEMENTS OF FINANCIAL CONDITION
AS OF JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------
In Euros 2002 2001
---------------------------------
ASSETS:
Investments at fair value (Notes 1, 2) 105,083,114 101,814,063
Receivable from employers 5,728,104 6,079,273
----------- -----------
Total assets 110,811,218 107,893,336
=========== ===========
PLAN EQUITY 110,811,218 107,893,336
=========== ===========
SEE NOTES TO FINANCIAL STATEMENTS.
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER
CONTRIBUTION PLAN (FRANCE)
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
-------------------------------------------------------------------------------------------------------------
IN EUROS 2002 2001 2000
---------------------------------------------------
ADDITIONS:
Additions to plan equity attributed to:
Investments:
Net appreciation in fair value
of investments 10,803,433 12,846,447
Contributions:
Participant 2,985,668 3,031,035 3,284,491
Employer 6,781,691 7,520,137 8,644,440
----------- ----------- -----------
Total additions 20,570,792 23,397,619 11,928,931
----------- ----------- -----------
DEDUCTIONS:
Withdrawals by participants (17,652,910) (10,672,063) (13,054,611)
Net depreciation in fair value
of investments (12,377,906)
----------- ----------- -----------
Total deductions (17,652,910) (10,672,063) (25,432,517)
----------- ----------- -----------
Net increase (decrease) 2,917,882 12,725,556 (13,503,586)
=========== =========== ===========
PLAN EQUITY:
Beginning of year 107,893,336 95,167,780 108,671,366
----------- ----------- -----------
End of year 110,811,218 107,893,336 95,167,780
=========== =========== ===========
SEE NOTES TO FINANCIAL STATEMENTS.
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
--------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following brief description of the Group Profit Sharing, Incentive and
Employer Contribution Plan (France) (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan agreement
for more complete information.
GENERAL - The Plan is an employee savings plan established on December 17,
1990 by agreement between the directly or indirectly, wholly-owned
subsidiaries of Procter & Gamble Services France S.A.S. and those
subsidiaries' respective COMITES CENTRAUX D'ENTREPRISE ("Employee
Committees"), in order to provide a means for eligible employees to save
and invest their income, group profit sharing, and incentive remuneration.
The most recent Plan agreement took effect on January 1, 2000 and is
signed by Procter & Gamble Services France S.A.S., Procter & Gamble France
SNC, Procter & Gamble Amiens SNC, Laboratoire Lachartre SNC, Procter &
Gamble Blois SAS, Procter & Gamble Pharmaceuticals France SA and Procter &
Gamble Pharmaceuticals Longjumeau SAS (together, "P&G France"), and their
related Employee Committees. Procter & Gamble Services France S.A.S. is a
wholly-owned subsidiary of The Procter & Gamble Company, Inc. (the
"Parent"). The Plan is subject to the laws and regulations of France. Plan
assets are invested in four FONDS COMMUNS DE PLACEMENT D'ENTREPRISE
("FCPE") which are registered investment companies subject to the laws and
regulations of France.
RECENT CHANGES - By agreement dated January 1 ,2002 Procter and Gamble
Orleans joined the plan. By agreement dated July 20, 2000, Procter &
Gamble Blois SAS and Procter & Gamble Pharmaceuticals Longjumeau SAS
joined the Plan. During the year ended June 30, 1999, Procter & Gamble
Brionne SNC was sold, and ceased to participate in the plan.
ADMINISTRATION - Administration of the Plan is jointly executed by Procter
& Gamble Services France S.A.S. and Interepargne S.A., the fund manager.
Interepargne S.A. and the related FCPE fall under the supervision of the
CONSEILS DE SURVEILLANCE ("Monitoring Committees") which are composed of
both employee and employer representatives of P&G France.
CONTRIBUTIONS AND VESTING - Employees are eligible for Plan participation
three months after their start date with P&G France. Contributions are
made by Plan participants as well as by P&G France as follows :
Employee Contributions :
- VOLUNTARY, PERIODIC CONTRIBUTIONS - These amounts are usually
contributed on a monthly basis and are eligible for matching
contributions from P&G France. These contributions are automatically
invested in FCPE Groupe Procter et Gamble (Option D).
- VOLUNTARY, COMPLEMENTARY CONTRIBUTIONS - Employees may make
complementary contributions whenever they wish, although these
amounts receive no matching contributions. These amounts are invested
at the discretion of the employee.
Employer Contributions :
- EMPLOYER MATCHING CONTRIBUTIONS - P&G France makes matching
contributions of between 54 and 100 percent, based on employees'
voluntary, periodic contributions. These matching contributions are
automatically invested in FCPE Groupe Procter et Gamble (Option D).
- PROFIT SHARING - P&G France calculates and distributes these amounts
according to French law as well as a supplementary profit-sharing
agreement. These amounts are invested at the discretion of the employee
unless no investment direction has been given. In this case, amounts
are automatically invested as per the last investment choice or, by
default, in FCPE Groupe Procter et Gamble (Option D).
- INCENTIVE COMPENSATION - P&G France contributes incentive amounts to
employees according to an incentive compensation agreement. Employees
have the option of receiving these amounts directly, or of contributing
these amounts to the Plan. Amounts contributed to the Plan are invested
at the discretion of the employee, or automatically invested per the
last investment choice.
- BONUS EMPLOYER MATCHING CONTRIBUTIONS - P&G France makes a one-off,
bonus matching contribution to new Plan participants. This contribution
is equal to twice the amount of the employee's voluntary, periodic
contributions plus three times the employee's voluntary, complementary
contributions, including incentive compensation, made during the Plan
year. This contribution is capped based upon an average market value of
one share of The Procter & Gamble Company. This contribution is
automatically invested in FCPE Groupe Procter et Gamble (Option D).
All contributions are immediately 100 percent vested, however, there is a
five-year waiting period for making withdrawls or receiving distributions
(see below).
WITHDRAWALS - All contributions are "blocked" for a period of five years
beginning on October 1st of the calendar year in which the contribution
was made. After this period, amounts are available for withdrawal without
restriction. Under certain circumstances, as defined by the Plan, a
participant may withdraw "blocked" contributions. All amounts become
immediately available for withdrawal upon the termination of employment.
PARTICIPANT ACCOUNTS AND INVESTMENT OPTIONS - An account is maintained for
each employee, and reflects employee and employer contributions as well as
employee withdrawals. There is no provision for the allocation of income
since the FCPE do not pay dividends. Participants are permitted to direct
certain contributions into any of the four FCPE, however certain other
contributions from employees and P&G France are mandatorily invested in
FCPE Groupe Procter et Gamble (Option D). Amounts may be transferred from
FCPE to FCPE except that "blocked" amounts may not be transferred out of
FCPE Groupe Procter et Gamble (Option D).
Participants may allocate their account balances to one or all of the
following investment options offered by the Plan:
o FCPE GROUPE PROCTER ET GAMBLE ACTIONS (OPTION A) - The prospectus
indicates that this fund invests in equity securities or in mutual
funds which invest primarily in equity securities. As of June 30,
2002 and 2001, the net asset value per unit of this FCPE was 46.82
(euro) and 57.45 (euro), respectively. As of June 30, 2002 and 2001,
the number of Plan participants invested in this fund was 2,053 and
2,021, respectively.
o FCPE GROUPE PROCTER ET GAMBLE OBLIGATIONS (OPTION B) - The prospectus
indicates that this fund invests in debt securities or in mutual
funds which invest primarily in debt securities. As of June 30, 2002
and 2001, the net asset value per unit of this FCPE was 22.76 (euro)
and 21.89 (euro), respectively. As of June 30, 2002 and 2001, the
number of Plan participants invested in this fund was 1,790 and
1,641, respectively.
o FCPE GROUPE PROCTER ET GAMBLE 5000 (OPTION C) - The prospectus
indicates that this fund invests in at least 75% in French equity
securities, or in mutual funds which are at least 60% comprised of
French equity securities. As of June 30, 2002 and 2001, the net asset
value per unit of this FCPE was 8.55 (euro) and 11.26 (euro),
respectively. As of June 30, 2002 and 2001, the number of Plan
participants invested in this fund was 906 and 853, respectively.
o FCPE GROUPE PROCTER ET GAMBLE (OPTION D) - The prospectus indicates
that this fund invests uniquely in The Procter & Gamble Company, Inc.
common stock. As of June 30, 2002 and 2001, the net asset value per
unit of this FCPE was 90.23 (euro) and 72.38 (euro), respectively. As
of June 30, 2002 and 2001, the number of Plan participants invested
in this fund was 2,806 and 2,780, respectively.
TOTAL INVESTMENTS AS OF JUNE 30, 2002 AND 2001
in Euros 2002 2001
-------------------------------------------------------
Number Market Number Market
of Shares Value of Shares Value
Investments in FCPE
Groupe Procter et Gamble
Actions (Option A)* 381,216 17,848,544 397,179 22,817,930
Obligations (Option B)* 436,141 9,926,572 441,519 9,664,845
5000 (Option C)* 569,216 4,866,798 522,416 5,882,407
Procter and Gamble stock (Option D)* 802,850 72,441,200 876,608 63,448,881
----------- -----------
Total investments 105,083,114 101,814,063
=========== ===========
* Non-income producing security
NET APPRECIATION/DEPRECIATION IN FAIR VALUE OF INVESTMENTS
2002
FCPE Groupe Procter et Gamble
Actions Obligations 5000
in Euros (Option A) (Option B) (Option C) (Option D)
---------------------------------------------------
Unrealised appreciation or depreciation of investments (1,966,004) 282,809 (1,326,678) 10,506,885
Realised gain or loss on investments (2,192,067) 94,022 (108,565) 3,977,096
Other 185,168 113,741 100,107 1,136,919
---------- ------- ---------- ----------
Net appreciation/depreciation in fair value of investments (3,972,903) 490,572 (1,355,136) 15,620,900
========== ======= ========== ==========
The line item "other" is mainly composed of gain/loss on currency exchange
and (euro) 1,183,370 of dividend (Option D only) re-invested in Proter and
Gamble common stock.
PLAN TERMINATION - The Plan agreement must be renewed every three years by
written agreement between P&G France and their related Employee
Committees. Thus the present Plan will terminate on December 31, 2002.
Although the Plan is expected to be renewed by all parties, any party has
the right to decline to participate in the Plan.
In the event of Plan termination, and absent a substitute plan, the FCPE
will either remain active or will be merged into alternative mutual funds.
Thus, Plan participants will have the option to withdrawal "unblocked"
amounts or to remain invested. Future employee and employer contributions
to the Plan will be suspended, and any additional expenses will be paid by
P&G France.
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.
PLAN INVESTMENTS - The Plan's investments are fair-valued based upon the
net asset value of the units of each FCPE held by the Plan at year end.
The net asset values of the FCPEs are determined by the fund manager,
Interepargne S.A., based upon the fair value of the FCPEs' underlying
investments, less any liabilities.
Purchases and sales of investments are recorded on a trade date basis. The
cost of investments sold is determined using the average cost.
COST BASIS OF INVESTMENTS - Due to administrative reasons, Procter &
Gamble Services France S.A.S. has not calculated the cost basis of
investments. Therefore, the cost basis of investments, the realized gain
or loss on investments and the unrealized gain or loss on investments have
not been separately disclosed in the Financial Statements except for the
twelve month period ended June 30, 2002.
EXPENSES OF THE PLAN - Administrative and investment management expenses
are paid by P&G France. These expenses amounted to 72,714 (euro), 27,703
(euro) and 85,798 (euro) for the years ended June 30, 2002, 2001 and 2000,
respectively.
COMMISSIONS ON SUBSCRIPTIONS - Contributions made to the plan are subject
to a commission of 1.50 percent. These commissions are treated as
investment expense, and increase the purchase price of the investment.
CONTRIBUTIONS AND WITHDRAWALS - Contributions made to the plan are
recorded when due from participants and employers. Withdrawals from the
plan are recorded when paid.
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.
3. TAX STATUS
The Plan and the underlying FCPEs are subject to the tax laws of France.
Currently, the Plan and the underlying FCPEs are tax-exempt according to
French tax law. Thus, no provision for income taxes has been reflected in
the accompanying financial statements.
P&G France is exempt from taxation in the United States of America.
4. INCOME AND CHANGES IN PLAN EQUITY BY INVESTMENT PROGRAM
FOR THE YEAR ENDED JUNE 30, 2002
FCPE GROUPE PROCTER ET GAMBLE
ACTIONS OBLIGATIONS 5000
in Euros (OPTION A) (OPTION B) OPTION C) (OPTION D)
----------------------------------------------------------------------------------------
ADDITIONS:
Additions to plan equity attributed to:
Investments:
Net appreciation in fair value - 490,572 - 15,620,900
of investments
Contributions:
Participant 63,499 12,355 62,796 2,847,018
Employer 843,549 1,762,816 467,569 3,707,756
---------- ---------- --------- ----------
Total additions 907,048 2,265,743 530,365 22,175,674
---------- ---------- --------- ----------
DEDUCTIONS:
Withdrawals by participants (2,170,072) (1,468,960) (374,370) (13,639,508)
Net depreciation in fair value (3,972,903) - (1,335,136) -
of investments
Total deductions (5,235,927) (1,468,960) (1,709,506) (13,639,580)
---------- ---------- --------- ----------
Net increase (decrease) (5,235,927) 796,783 (1,179,141) 8,536,166
========== ========== ========= ==========
PLAN EQUITY:
Beginning of year 24,202,472 10,361,789 6,668,939 66,660,137
---------- ---------- --------- ----------
End of year 18,966,545 11,158,572 5,489,798 75,196,303
========== ========== ========= ==========
FOR THE YEAR ENDED JUNE 30, 2001
FCPE GROUPE PROCTER ET GAMBLE
ACTIONS OBLIGATIONS 5000
in Euros (OPTION A) (OPTION B) OPTION C) (OPTION D)
----------------------------------------------------------------------------------------
ADDITIONS:
Additions to plan equity attributed to:
Investments:
Net appreciation in fair value - 802,307 - 16,391,884
of investments
Contributions:
Participant 21,676 108,910 28,434 2,872,015
Employer 1,378,301 689,489 783,831 4,668,515
---------- ---------- --------- ----------
Total additions 1,399,977 1,600,706 812,265 23,932,414
---------- ---------- --------- ----------
DEDUCTIONS:
Withdrawals by participants (2,565,574) (1,492,127) (650,167) (5,964,195)
Net depreciation in fair value (3,047,806) - (1,299,939) -
of investments
Total deductions (5,613,380) (1,492,127) (1,950,106) (5,964,195)
---------- ---------- --------- ----------
Net increase (decrease) (4,213,403) 108,580 (1,137,841) 17,968,219
========== ========== ========= ==========
PLAN EQUITY:
Beginning of year 28,415,874 10,253,209 7,806,780 48,691,917
---------- ---------- --------- ----------
End of year 24,202,472 10,361,789 6,668,939 66,660,137
========== ========== ========= ==========
FOR THE YEAR ENDED JUNE 30, 2000
FCPE GROUPE PROCTER ET GAMBLE
ACTIONS OBLIGATIONS 5000
in Euros (OPTION A) (OPTION B) OPTION C) (OPTION D)
----------------------------------------------------------------------------------------
ADDITIONS:
Additions to plan equity attributed to:
Investments:
Net appreciation in fair value 5,378,613 - 1,541,063 -
of investments
Contributions:
Participant 42,472 6,523 18,961 3,216,535
Employer 1,611,370 874,458 898,111 5,260,500
---------- ---------- --------- -----------
Total additions 7,032,455 880,981 2,458,135 8,477,035
---------- ---------- --------- -----------
DEDUCTIONS:
Withdrawals by participants (2,711,739) (1,655,550) (519,344) (8,167,978)
Net depreciation in fair value - (327,080) - (18,970,501)
of investments
Total deductions (2,711,739) (1,982,630) (519,344) (27,138,479)
---------- ---------- --------- -----------
Net increase (decrease) 4,320,716 (1,101,649) 1,938,791 (18,661,444)
========== ========== ========= ===========
PLAN EQUITY:
Beginning of year 24,095,158 11,354,858 5,867,989 67,353,361
---------- ---------- --------- -----------
End of year 28,415,874 10,253,209 7,806,780 48,691,917
========== ========== ========= ===========
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER
CONTRIBUTION PLAN (FRANCE)
SUPPLEMENTAL SCHEDULE - STATEMENTS OF ALLOCATION OF PLAN ASSETS AND LIABILITIES BY INVESTMENT PROGRAM
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
------------------------------------------------ ------------------------------------------------
2002 2001
FCPE GROUPE PROCTER ET GAMBLE GROUPE PROCTER ET GAMBLE
ACTIONS OBLIGATIONS 5000 ACTIONS OBLIGATIONS 5000
in Euros (OPTION A) (OPTION B) (OPTION C) (OPTION D) (OPTION A) (OPTION B) (OPTION C) (OPTION D)
------------------------------------------------ ------------------------------------------------
ASSETS:
Investments at fair value 17,848,544 9,926,572 4,866,798 72,441,200 22,817,930 9,664,845 5,882,407 63,448,881
Receivables from employers 1,118,000 1,232,000 623,000 2,755,104 1,384,542 696,944 786,532 3,211,256
---------- ---------- --------- ---------- ---------- --------- --------- ----------
Total assets 18,966,544 11,158,572 5,489,798 75,196,304 24,202,472 10,361,789 6,668,939 66,660,137
========== ========== ========= ========== ========== ========== ========= ==========
PLAN EQUITY 18,966,544 11,158,572 5,489,798 75,196,304 24,202,472 10,361,789 6,668,939 66,660,137
========== ========== ========= ========== ========== ========== ========= ==========
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, PROCTER
& GAMBLE SERVICES FRANCE, who administers the employee benefit plan
has duly signed the Annual Report on October 15, 2002.
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER
CONTRIBUTION PLAN (FRANCE)
By: PROCTER & GAMBLE SERVICES FRANCE
/S/Philippe Charrier
--------------------------------
Philippe Charrier
President
EXHIBIT INDEX
Exhibit No. Page No.
23 Consent of Price Waterhouse Coopers