The accompanying notes are an integral part of the financial statements.
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND 2021, AND FOR
THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020
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1.
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DESCRIPTION OF THE PLAN
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The Gillette Company Global Employee Stock Ownership Plan (the “Plan” or the “GESOP”) is a stock ownership plan sponsored by The
Gillette Company (“Gillette”), a subsidiary of The Procter & Gamble Company (“Procter & Gamble” or the “Company”). The following provides only general information. Participants should refer to the plan document for a more complete
description of the Plan’s provisions.
General — The Plan is a
share purchase plan established by Gillette to provide a means for eligible employees to tax efficiently purchase shares of the company. It is not subject to the provisions of the Employee Retirement Income Security Act of 1974 and is not subject
to income taxation. Link Market Services is the Plan fiduciary and BMO Capital Markets is the custodian for the investments.
On January 27, 2005, and in connection with the Company’s acquisition of Gillette, the Company entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Gillette providing that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Plan would merge with and into the Procter & Gamble International Stock Ownership Plan or other
Procter & Gamble international plans (collectively “ISOP”). Over the years, each country has adopted the P&G benefit plans that include the ISOP, so their participation in the plan has terminated. Since 2010, the United Kingdom is the only
remaining country participating in the Plan (“participating subsidiary”).
Effective January 1, 2008, participants of the Plan were eligible to make contributions to the Procter & Gamble 1-4-1 Plan and
ceased making contributions to the Plan.
Eligibility — Employees eligible to participate in the Plan included all regular employees of participating subsidiaries of the Company with the exception of employees considered to be an executive, officer,
director, or a 10 percent 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 — Eligible employees could have
contributed 1 percent to 10 percent of their compensation to the Plan through payroll deductions. A participating employee could have changed the contribution rate effective as of the first day of any month. Employer contributions were made to
the accounts of participants who were contributing to the Plan in amounts equal to 50 percent of the participant’s contributions, up to 1 percent of each participant’s eligible pay. Effective 1 January 2008, contributions were frozen as per Note 6.
Participant Accounts —
Individual accounts have been maintained for each Plan participant. Each participant’s account was credited with the participant’s contribution, the Company’s matching contribution, allocations of Company discretionary contributions, if any, and
Plan earnings, and charged with withdrawals and an allocation of Plan losses. Allocations were based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from
the participant’s vested account.
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND 2021, AND FOR
THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020 (CONTINUED)
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1.
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DESCRIPTION OF THE PLAN (CONTINUED)
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Participant accounts remaining in the Plan continue to have individual accounts maintained with Plan earnings or losses allocated
based on earnings and account balances as defined.
As of December 31, 2022, the Plan has a total of 107 participants (2021: 120 participants) participating in the Plan solely in the
United Kingdom.
Investments — All employee and employer
contributions were converted into U.S. dollars and then invested in shares of the Company’s common stock generally on the 15th day of each month (or if that date was not a business day, the preceding business day). Sales of the Company’s common
stock for distributions generally were made on two specified dates in each month and subsequently converted into the applicable local currencies for payment to employees. Any dividends on shares of the Company’s common stock are invested in
additional shares of the Company’s common stock.
Vesting — In general,
participants are immediately vested in all shares of the Company’s common stock credited to their respective Plan accounts.
Payment of Benefits —
Prior to the Merger Agreement, distributions of account balances were made when the employment of a participant ceased, unless upon retirement the participant’s account was credited with at least 100 shares of the Company’s common stock, and the
participant elected to defer payment. If an election was made to defer the distribution, retirees could have made up to two requests a year for distributions of all or a portion of their account balance.
For those retirees who did not elect to defer payment and for all other participants who terminate employment for reasons other than retirement, a
distribution of the participant’s account was made in the form of a lump-sum payment.
All distributions were made in cash, unless the participant (or beneficiary, in the event of a participant’s or retiree’s death) elected to receive the
account balance in the form of shares of the Company’s common stock.
While employed, participants could have elected to take up to two in-service withdrawals from their account balances during a calendar year. Effective
October 1, 2005, upon a change in control of the Plan sponsor, all shares in the Plan became mature and immediately available for sale
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND 2021, AND FOR
THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020 (CONTINUED)
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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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 risk, credit risk, 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 investments in Company common stock are stated at fair value. Quoted market prices are used to value these investments. 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 (Depreciation) / Appreciation in Fair Value
of Investments - Realized and unrealized (depreciation) / appreciation in the 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 (depreciation) / appreciation, or on the last day of the year for unrealized (depreciation) / appreciation.
Expenses of the Plan — Investment management
expenses and all other fees and expenses are reimbursed by the participating Procter & Gamble companies.
Payment of Benefits —
Benefits are recorded when paid to participants.
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3.
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FAIR VALUE MEASUREMENTS
|
ASC 820 Fair Value Measurements and Disclosures (“ASC 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:
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND 2021, AND FOR
THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020 (CONTINUED)
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3.
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FAIR VALUE MEASUREMENTS (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.
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| |
|
|
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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; and
• 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.
|
| |
|
|
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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 on which the individual securities are traded
and are classified as Level 1 assets as of December 31, 2022 and 2021.
The Plan’s investment in Company common stock experienced a net appreciation in value as follows for the years ended December 31, 2022, 2021 and 2020:
| |
2022
$
|
|
2021
$
|
|
2020
$
|
|
The Procter & Gamble Company
|
|
|
|
|
|
|
common stock:
|
|
|
|
|
|
|
Net (depreciation)/appreciation in fair value
|
(237,564)
|
|
15,585
|
|
13,243
|
The realized gain on sales of Company common stock for the years ended December 31, 2022, 2021 and 2020, was determined using an
average cost method as follows:
| |
2022
$
|
|
2021
$
|
|
2020
$
|
|
Proceeds on sale of shares
|
237,751
|
|
257,693
|
|
192,170
|
|
Cost
|
(89,583)
|
|
(99,550)
|
|
(80,864)
|
|
Realized gain on sales
|
148,168
|
|
158,143
|
|
111,306
|
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND 2021, AND FOR
THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020 (CONTINUED)
|
5.
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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 Labour. The Plan administrators have analysed the tax positions taken by the Plan, and have concluded that as of December 31, 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
administrators believe it is no longer subject to income tax examinations for years prior to 2012.
HM Revenue & Customs (HMRC) 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 December 31, 2022 and no provision for income taxes has been reflected in the accompanying financial statements.
|
6.
|
RELATED PARTY TRANSACTIONS
|
At December 31, 2022 and 2021, the Plan held 5,408 and 6,940 shares, respectively, of Company common stock with a cost basis of
$300,724 and $378,769, respectively. Contributions to the Plan were frozen effective January 1, 2008.
During the years ended December 31, 2022, 2021 and 2020, the Plan recorded dividend income from Company common stock of $22,459,
$29,885 and $35,286 respectively.
During the year ended December 31, 2022, the Plan incurred administrative expenses of $4,000. This compares to $7,000 in 2021 and
$4,000 in 2020. These costs were paid by companies within the Procter & Gamble group of companies, headed by the Company and not reimbursed by the Plan.
Audit fees of £22,700, £21,210 and £20,200 were incurred for the years ended June 30, 2022, 2021 and 2020 respectively. These fees
were paid by the participating Procter & Gamble companies on behalf of the Plan.
Although they have not expressed any intent to do so in the foreseeable future, the Company has the right under the Plan to
terminate the Plan subject to the provisions set forth in the Plan agreement.
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND 2021, AND
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020 (CONTINUED)
The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements
through March 24, 2023, the date the financials were available to be issued. No other events have occurred that require adjustment to or disclosure in the financial statements of the Plan.