PROCTER & GAMBLE Co — Annual Report 2013

Sep 24, 2013

11-K 1 pgirelandesop2013.htm 2013 P&G IRELAND ESOP pgirelandesop2013.htm Licensed to: Procter & Gamble Document Created using EDGARizer 2020 5.4.3.1 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

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 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED JUNE 30, 2013, 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 Ireland Employees Share Ownership Plan (1998), 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 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).

PROCTER & GAMBLE IRELAND EMPLOYEES SHARE OWNERSHIP PLAN ( 1998 )
Statements of Net Assets Available for Plan Benefits as of June 30, 2013 and 2012, Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended June 30, 2013, 2012 and 2011, and Report of Independent Registered Public Accounting Firm

PROCTER & GAMBLE IRELAND

EMPLOYEES SHARE OWNERSHIP PLAN (1998)

TABLE OF CONTENTS
	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits as of June 30, 2013 and 2012	2
Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended June 30, 2013, 2012 and 2011	3
Notes to Financial Statements for the Years Ended June 30, 2013, 2012 and 2011	4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of the Procter & Gamble Ireland Employees Share Ownership Plan (1998)

We have audited the accompanying statements of net assets available for plan benefits of the Procter & Gamble Ireland Employees Share Ownership Plan (1998) (“Plan”) as of June 30, 2013 and 2012, and the related statements of changes in net assets available for plan benefits for each of the three years ended June 30, 2013, 2012 and 2011. 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 plan benefits of the Plan as of June 30, 2013 and 2012, and the changes in net assets available for plan benefits for the years ended June 30, 2013, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte LLP

Deloitte LLP

Newcastle upon Tyne

United Kingdom

September 24, 2013

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PROCTER & GAMBLE IRELAND

EMPLOYEES SHARE OWNERSHIP PLAN (1998)

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JUNE 30, 2013 AND 2012
	2013	2012
	€	€
ASSETS:
Investment in The Procter & Gamble Company common stock,
at fair value (59,246 shares at 30 June 2013, 67,970 shares at 30 June 2012)	3,490,474	3,310,140
Investment in The J.M. Smucker Company common stock, at fair value
(0 share at 30 June 2013, 1 share at 30 June 2012)	-	35
Cash at bank and in hand	71,553	74,664
Due from participating Procter & Gamble companies (Note 8)	87,967	88,513
Total assets	3,649,994	3,473,352
LIABILITIES:
Distributions payable (Note 5)	(38,041)	(43,664)
Total liabilities	(38,041)	(43,664)
NET ASSETS AVAILABLE FOR PLAN BENEFITS	3,611,953	3,429,688

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PROCTER & GAMBLE IRELAND

EMPLOYEES SHARE OWNERSHIP PLAN (1998)

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED JUNE 30, 2013, 2012 AND 2011
	2013	2012	2011
	€	€	€
ADDITIONS / (LOSSES):
Investment income/(loss):
Net appreciation/(depreciation) in fair value of investments (Note 4)	668,819	413,883	(617,604)
Interest income	-	5,858	486
Other income	877	-	-
Dividend income	120,997	127,985	184,003
Total investment income / (loss)	790,693	547,726	(433,115)
Contributions from participating Procter & Gamble
companies (Note 8)	515,869	470,185	471,437
Contributions from participants	515,869	470,185	471,437
Total contributions	1,031,738	940,370	942,874
Total additions	1,822,431	1,488,096	509,759
DEDUCTIONS:
Distributions and withdrawals to participants	(1,640,166)	(1,677,749)	(3,076,600)
Total deductions	(1,640,166)	(1,677,749)	(3,076,600)
INCREASE / (DECREASE) IN NET ASSETS	182,265	(189,653)	(2,566,841)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year	3,429,688	3,619,341	6,186,182
End of year	3,611,953	3,429,688	3,619,341

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PROCTER & GAMBLE IRELAND

EMPLOYEES SHARE OWNERSHIP PLAN (1998)

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2013, 2012 AND 2011

1. DESCRIPTION OF THE PLAN

Upon investigation it was identified that the operating name of Procter & Gamble Ireland Employees Share Ownership Plan was different from its legal name of Procter & Gamble Ireland Employees Share Ownership Plan (1998). These accounts have been updated to reflect the legal name.

The Procter & Gamble Ireland Employees Share Ownership Plan (1998) (the “Plan”) is a stock ownership plan sponsored by The Procter & Gamble Company (“Company”). The following brief description 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 to provide a means for eligible Irish employees to tax efficiently purchase shares of the Company. The Plan is administered by Mercer Limited who were appointed by the Trustees of the Plan and who hold the Plan assets on behalf of the Trustees of the Plan.

Eligibility - Employees eligible to participate in the Plan included all regular employees of participating subsidiaries of the Company (Note 7) with the exception of employees considered to be an executive, officer, director, or a 10% stockholder of the Company and employees eligible for another savings plan sponsored by the Company and maintained in the United States, Canada, or Puerto Rico. Eligible employees could have enrolled in the Plan on the first day of each month and on the initial participation date for each participating subsidiary.

Contributions - Employees can contribute up to 2.5% of their base salary. The participating Procter & Gamble companies (Note 7) match all contributions made by employees in full.

Distributions and Withdrawals - Participants may withdraw shares from the Plan at any time subject to the following Plan rules. Participants who withdraw shares from the Plan within 3 years of purchase become liable for income tax. Participants who withdraw shares from the Plan after 3 years can do so without attracting any income tax.

Participant Accounts - Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant's contribution, the participating Procter & Gamble companies' (Note 7) 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 benefit to which a participant is entitled is limited to the shares that can be provided from the participant’s account.

Vesting - Participants are immediately vested in their contributions, the participating Procter & Gamble companies matching contributions and earnings.

Investments - Participants are only permitted to invest in the Company common stock. Any dividends on shares of Company common stock are separately payable to participants in accordance with the Plan agreement.

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PROCTER & GAMBLE IRELAND

EMPLOYEES SHARE OWNERSHIP PLAN (1998)

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Risks and Uncertainties - The Plan invests in Company common stock which represents a concentration in investments. 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 the values of investment securities will occur in the near term and such changes could materially affect the value of the participants' account balances and the amounts reported in the financial statements.

Investment Valuation and Income Recognition – The Plan’s investment in 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 the period end date. Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date, net of any U.S. withholding taxes. Realized gains and losses are based upon the identified cost method.

Net Appreciation / (Depreciation) in Fair Value of Investments - Realised and unrealised appreciation / (depreciation) in fair value of investments is based on the difference between the fair value of the assets at the beginning of the year, or at the time of purchase for assets purchased during the year, and the related fair value on the day investments are sold with respect to realised appreciation / (depreciation), or on the last day of the year for unrealised appreciation / (depreciation).

Cash at Bank and In Hand – Amounts shown as cash at bank and in hand are uninvested funds held that are to be invested in Company common stock in the following month.

Expenses of the Plan - Investment management expenses and all other fees and expenses are reimbursed by the participating Procter & Gamble companies (Note 7).

Fair Value Measurements and Disclosures - In May 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) no. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs , which amends Accounting Standards Codification (“ASC”) 820. ASU 2011-04 also required the categorization by level for items that are only required to be disclosed at fair value and information about transfers between Level 1 and Level 2. In addition, the ASU provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The Plan adopted this guidance on July 1, 2012. The effect of the adoption of ASU 2011-04 had no impact on the Plan’s statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.

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PROCTER & GAMBLE IRELAND

EMPLOYEES SHARE OWNERSHIP PLAN (1998)

1. FAIR VALUE MEASUREMENT

ASC Topic 820, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows:

Level 1	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.
Level 2	Inputs to the valuation methodology include • quoted prices for similar assets or liabilities in active markets; • quoted prices for identical or similar assets or liabilities in inactive markets; • inputs other than quoted prices that are observable for the asset or liability; • inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

All investments are measured following a Level 1 valuation technique.

1. INVESTMENTS

The Plan’s investment in Company and The J.M. Smucker Company common stock experienced net appreciation/ (depreciation) in value as follows for the years ended June 30, 2013, 2012, and 2011:

2013	2012	2011
€	€	€
668,819	413,883	(617,604)

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PROCTER & GAMBLE IRELAND

EMPLOYEES SHARE OWNERSHIP PLAN (1998)

1. DISTRIBUTIONS PAYABLE

Distributions payable represent dividends and proceeds from disposals owed to participants and were €38,041 and €43,664 at June 30, 2013 and 2012, respectively. Dividends received by the Plan are separately payable to participants in accordance with the Plan agreement.

1. TAX STATUS

The Irish Tax Authority has determined and informed the Company 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, 2013 and 2012 and no provision for income taxes has been reflected in the accompanying financial statements.

1. PARTICIPATING PROCTER & GAMBLE COMPANIES

The participating Procter & Gamble Companies are as follows:

· Procter & Gamble (Manufacturing) Ireland Ltd;

· P&G Prestige Products Ltd;

· Procter & Gamble (HABC) Ltd;

· Procter & Gamble (L&CP) Ltd; and

· Wella (U.K.) Ltd.

1. RELATED PARTY TRANSACTIONS

At June 30, 2013 and 2012, the Plan held 59,246 and 67,970 shares, respectively, of common stock of the Company, the sponsoring employer, with a cost basis of €2,936,511 and €3,055,418, respectively. Contributions from participating Procter & Gamble Companies of €515,869, €470,185 and €471,437 were recorded for the years ended June 30, 2013, 2012 and 2011 respectively. Amounts due from participating Procter & Gamble Companies of €87,967 and €88,513 were recorded at June 30, 2013 and 2012 respectively. During the years ended June 30, 2013, 2012 and 2011, the Plan recorded dividend income from The Procter & Gamble Company common stock of €120,997, €127,985 and €184,003 respectively.

1. PLAN TERMINATION

Although they have not expressed any intent to do so, the participating Procter & Gamble Companies have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions set forth in the Plan agreement.

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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 23rd day of September 2013.

PROCTER & GAMBLE IRELAND

EMPLOYEE SHARE OWNERSHIP PLAN (1998)

__/s/ Brian Duncan ______

Brian Duncan

Director

Irish Pensions Trust Limited,

Corporate Trustee

__/s/ Pat Foley ______ Pat Foley

Director

Irish Pensions Trust Limited,

Corporate Trustee

EXHIBIT INDEX

Exhibit No.

23 Consent of Deloitte LLP