REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants and Plan Administrator of the Procter
& Gamble Ireland Employees Share Ownership Plan (1998):
Opinion on the financial statements
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, 2022 and 2021,
the related Statements of Changes in Net Assets Available for Plan
Benefits for each of the three years in the period ended June 30,
2022, and the related notes (collectively referred to as the
"financial statements"). 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, 2022 and 2021 and the
changes in net assets available for plan benefits for each of the
three years in the period ended June 30, 2022, in conformity with
accounting principles generally accepted in the United States of
America.
Basis for Opinion
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 are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Plan in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
/s/ Deloitte LLP
Deloitte LLP
Manchester, United Kingdom
September 22, 2022
We have served as the auditor of the Plan since 2002.
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN (1998)
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE, 30 2022 AND 2021
|
|
2022
|
2021
|
|
|
€
|
€
|
ASSETS:
|
|
|
|
Investment
in The Procter & Gamble Company common stock, at fair
value
(20,866
shares at 30 June 2022, 25,350 shares at 30 June 2021)
|
|
2,872,058
|
2,873,883
|
|
|
|
|
Cash at
bank and in hand
|
|
73,927
|
123,527
|
Due from
participating Procter & Gamble companies (Note 9)
|
|
12,607
|
1,554
|
Total
assets
|
|
2,958,592
|
2,998,964
|
|
|
|
|
LIABILITIES:
|
|
|
|
Distributions payable (Note 5)
|
|
(21,350)
|
(21,020)
|
Amounts
payable to others (Note 6)
|
|
-
|
(63,033)
|
Total
liabilities
|
|
(21,350)
|
(84,053)
|
|
|
|
|
NET ASSETS AVAILABLE FOR PLAN BENEFITS
|
|
2,937,242
|
2,914,911
|
|
|
|
|
The
accompanying notes are an integral part of the financial
statements.
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN (1998)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS
FOR THE YEARS ENDED JUNE, 30 2022, 2021 AND 2020
|
2022
|
2021
|
2020
|
|
€
|
€
|
€
|
ADDITIONS:
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
Employer contributions (Note 9)
|
358,294
|
352,824
|
372,281
|
Employee contributions
|
358,294
|
352,824
|
372,281
|
Total Contributions
|
716,588
|
705,648
|
744,563
|
|
|
|
|
Investment Income:
|
|
|
|
Realised gain on investments sold (Note 4)
|
160,291
|
106,603
|
124,790
|
Net appreciation in fair value of investment (Note 4)
|
420,147
|
82,139
|
183,292
|
Dividend Income (Note 9)
|
70,303
|
70,364
|
78,124
|
Total Investment Income
|
650,741
|
259,106
|
386,206
|
|
|
|
|
Income from participating Procter & Gamble companies (Note
8)
|
1,111
|
1,447
|
1,904
|
Total Additions
|
1,368,440
|
966,201
|
1,132,672
|
|
|
|
|
DEDUCTIONS:
|
|
|
|
Distributions and withdrawals to participants
|
(1,344,998)
|
(924,061)
|
(1,190,929)
|
Administrative expenses
|
(1,111)
|
(1,447)
|
(1,904)
|
Total Deductions
|
(1,346,109)
|
(925,508)
|
(1,192,833)
|
|
|
|
|
NET INCREASE/(DECREASE) IN NET ASSETS
|
22,331
|
40,693
|
(60,161)
|
|
|
|
|
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
|
|
|
|
Beginning of year
|
2,914,911
|
2,874,218
|
2,934,379
|
|
|
|
|
End of year
|
2,937,242
|
2,914,911
|
2,874,218
|
|
|
|
|
The accompanying notes are an integral part of the financial
statements.
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN (1998)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE, 30 2022 AND 2021, AND FOR THE YEARS ENDED JUNE 30,
2022, 2021 AND 2020
1. |
DESCRIPTION OF THE PLAN
|
The Procter & Gamble Ireland Employees Share Ownership Plan
(1998) (the “Plan”) is a stock ownership plan sponsored by The
Procter & Gamble Company (the “Company” or “Procter &
Gamble”). 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 are
eligible to participate in the Plan if they are employed by a
participating company (Note 8) and pay Irish income tax under the
PAYE system on their earnings from that employment, or individuals
who were at some time previously an eligible employee but on behalf
of whom the Trustees, pursuant to the rules, continue to hold stock
in the Plan.
Contributions – Contributions
represent amounts received from participants, and amounts matched
by the participating Procter & Gamble companies (Note 8), that
have been invested in stock of the Company. Employees can
contribute up to 2.5% of their base salary. Where cash
amounts are received from members and matched by the sponsoring
companies, but have not yet been invested in stock of the Company,
they are presented as Cash at bank and in hand on the statement of
net assets available for plan benefits.
Distributions and Withdrawals – Participants are unable to withdraw shares
from the Plan within two years of purchase, unless the participant
ceases to be an employee of one of the participating companies.
Shares held by the Plan for three years from the date of purchase
must be sold or transferred into the participant’s own
name.
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 8) 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 the Company common stock are separately
payable to participants in accordance with the Plan
agreement.
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN (1998)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE, 30 2022 AND 2021, AND FOR THE YEARS ENDED JUNE 30,
2022, 2021 AND 2020 (CONTINUED)
2. |
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”).
Functional Currency – The
functional currency of the Plan is considered to be Euros because
that is the currency of the primary economic environment in which
the Plan operates.
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 the Company’s 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 average cost method.
Net Appreciation / (Depreciation) in Fair Value of
Investments
- Realized
and unrealized 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 realized appreciation
/ (depreciation), or on the last day of the year for unrealized
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 the Company’s 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 8).
3. |
FAIR VALUE MEASUREMENT
|
ASC 820, Fair Value Measures and Disclosures, 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:
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN (1998)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE, 30 2022 AND 2021, AND FOR THE YEARS ENDED JUNE 30,
2022, 2021 AND 2020 (CONTINUED)
3. |
FAIR VALUE MEASUREMENT (continued)
|
|
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 at quoted prices in the active market
and are classified as Level 1 assets as of June 30, 2022 and
2021.
The Plan’s investment in Company common stock experienced net
appreciation in value as follows for the years ended June 30, 2022,
2021, and 2020:
|
|
2022
|
|
2021
|
|
2020
|
|
|
€
|
|
€
|
|
€
|
|
The
Procter & Gamble Company
|
|
|
|
|
|
|
common stock
|
|
|
|
|
|
|
Net
appreciation
|
420,147
|
|
82,139
|
|
183,292
|
The realized gain on sales of Company common stock for the years
ended June 30, 2022, 2021 and 2020 was determined using an average
cost method as follows:
|
|
2022
|
|
2021
|
|
2020
|
|
|
€
|
|
€
|
|
€
|
|
Proceeds on sales of shares
|
620,739
|
|
577,587
|
|
540,621
|
|
Cost
|
(460,448)
|
|
(470,984)
|
|
(415,831)
|
|
Realised
gain on sales of shares
|
160,291
|
|
106,603
|
|
124,790
|
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN (1998)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE, 30 2022 AND 2021, AND FOR THE YEARS ENDED JUNE 30,
2022, 2021 AND 2020 (CONTINUED)
Distributions payable represent dividends and proceeds from
disposals owed to participants and were €21,350 and €21,020 at June
30, 2022 and 2021, respectively. Dividends received by the Plan are
separately payable to participants in accordance with the Plan
agreement.
6. |
AMOUNTS PAYABLE TO OTHERS
|
At June 30, 2022 and 2021, amounts payable to others were €nil and
€63,033 respectively. This represents amounts not yet settled to
participants in respect of share transactions.
7. |
FEDERAL INCOME TAX STATUS
|
The Plan is not qualified under Section 401(a) of the Internal
Revenue Code and is exempt from the provisions of Title I of ERISA
pursuant to Section 4(b) (4) thereof. The Company believes that the
fiduciary should be viewed as a directed custodian and that, for
U.S. tax purposes, the participating employees should be treated as
the owners of the shares of the Company’s common stock held for
their account under the Plan.
GAAP requires plan administrators to evaluate tax positions taken
by the Plan and recognize a tax liability if the Plan has taken an
uncertain position that more likely than not would not be sustained
upon examination by the IRS or the Department of Labor. The
Plan administrators have analyzed the tax positions taken by the
Plan, and have concluded that as of June 30, 2022 and 2021, there
are no uncertain positions taken or expected to be taken that would
require recognition of a liability or disclosure in the financial
statements. The Plan has recognized no interest or penalties
related to uncertain tax positions. The Plan is no longer
subject to income tax examinations for years prior to 2016.
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, 2022 and 2021
and no provision for income taxes has been reflected in the
accompanying financial statements.
8. PARTICIPATING
PROCTER & GAMBLE COMPANIES
The participating Procter & Gamble companies are as
follows:
•
|
Procter
& Gamble (Manufacturing) Ireland Ltd;
|
•
|
Procter
& Gamble (HABC) Ltd; and
|
•
|
Procter
& Gamble (L&CP) Ltd;
|
PROCTER & GAMBLE IRELAND
EMPLOYEES SHARE OWNERSHIP PLAN (1998)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE, 30 2022 AND 2021, AND FOR THE YEARS ENDED JUNE 30,
2022, 2021 AND 2020 (CONTINUED)
9. |
RELATED PARTY TRANSACTIONS
|
At June 30, 2022 and 2021, the Plan held 20,866 and 25,350 shares,
respectively, of common stock of the Company, the sponsoring
employer, with a cost basis of €2,226,175 and
€2,421,784 respectively. Contributions from participating
Procter & Gamble companies of €358,294, €352,824 and €372,281
were recorded for the years ended June 30, 2022, 2021 and 2020
respectively.
Amounts due from participating Procter & Gamble companies of
€12,607 and €1,554 were recorded at June 30, 2022 and 2021
respectively. During the years ended June 30, 2022, 2021 and 2020,
the Plan recorded dividend income from The Procter & Gamble
Company common stock of €70,303, €70,364 and €78,124
respectively.
Administrative expenses of €1,111,
€1,447 and €1,904 were recorded for the years ended June 30, 2022,
2021 and 2020 respectively. These expenses were reimbursed by the
participating Procter & Gamble companies.
Audit fees of €24,000, €22,470 and €21,400 were incurred for the
years ended June 30, 2022, 2021 and 2020 respectively. These fees
were paid by the participating Procter & Gamble companies (Note
8) on behalf of the Plan.
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.
The Plan has evaluated subsequent events and transactions for
potential recognition or disclosure in the financial statements
through September 22, 2022, the date the financial statements were
issued. No other events have occurred that require adjustment to or
disclosure in the financial statements of the Plan.
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 22nd day of
September 2022.
PROCTER & GAMBLE IRELAND
EMPLOYEE SHARE OWNERSHIP PLAN (1998)
/s/ Patrick Foley
Irish Pensions Trust Limited,
Corporate Trustee
/s/ Donal O' Flaherty
Donal O' Flaherty, Director
Irish Pensions Trust Limited,
Corporate Trustee
EXHIBIT INDEX
Exhibit No.