REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of the Procter & Gamble Holding France SAS Group Profit Sharing, Incentive and Employer Contribution Plan (France)
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Procter & Gamble Holding France SAS Group Profit Sharing, Incentive and Employer
Contribution Plan (France) (The “Plan”) as of June 30, 2024, and 2023, the related statements of changes in net assets available for benefits for the years ended June 30, 2024, 2023, and 2022 and the related notes (collectively referred to as the
“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of June 30, 2024, and 2023, and the changes in net assets available for benefits for
the years ended June 30, 2024, 2023 and 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 administrators. Our responsibility is to express an opinion on the Plan’s 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 & Associés
Paris-La-Défense, France
September 23, 2024
We have served as the auditor of the plan since 2003
PROCTER & GAMBLE HOLDING FRANCE SAS
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS JUNE 30, 2024, AND 2023
|
(All numbers in Euros)
|
2024
|
|
2023
|
| |
|
|
|
|
ASSETS:
|
|
|
|
|
Participant-directed investments
|
73,247,110
|
|
66,923,059
|
|
Non-participant-directed investments
|
145,525,742
|
|
140,691,705
|
| |
|
|
|
|
Total investments
|
218,772,852
|
|
207,614,763
|
| |
|
|
|
|
Receivables:
|
|
|
|
|
Participant contribution
|
2,670,669
|
|
1,849,798
|
|
Employer contribution
|
4,202,718
|
|
4,119,353
|
| |
|
|
|
|
Total receivables
|
6,873,387
|
|
5,969,151
|
| |
|
|
|
|
NET ASSETS AVAILABLE FOR PLAN BENEFITS
|
225,646,238
|
|
213,583,915
|
PROCTER & GAMBLE HOLDING FRANCE SAS
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDING JUNE 30, 2024, 2023 AND 2022
|
(All numbers in Euros)
|
2024
|
|
2023
|
|
2022
|
| |
|
|
|
|
|
|
ADDITIONS:
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
Participant contributions
|
5,526,508
|
|
5,393,765
|
|
5,501,093
|
|
Employer contributions
|
9,434,257
|
|
8,455,057
|
|
8,435,055
|
|
Total contributions
|
14,960,765
|
|
13,848,823
|
|
13,936,148
|
| |
|
|
|
|
|
|
Investment (loss) income:
|
|
|
|
|
|
|
Increase (decrease) in unrealized appreciation in “The Procter & Gamble Company" common stock
|
-24,341,734
|
|
-4,251,157
|
|
16,594,738
|
|
Increase (decrease) in unrealized appreciation in other investments
|
2,657,131
|
|
2,355,285
|
|
-10,800,048
|
|
Realized gain (loss) on sales of The Procter & Gamble Company common stock
|
38,318,252
|
|
5,956,596
|
|
7,873,658
|
|
Realized gain (loss) on sale of other investments
|
3,910,190
|
|
779,411
|
|
1,852,782
|
|
Dividends from The Procter & Gamble Company common stock
|
2,271,107
|
|
2,461,212
|
|
2,236,041
|
|
Other income (expense)
|
37,192
|
|
24,374
|
|
15,823
|
| |
|
|
|
|
|
|
Net investment (loss) income
|
22,852,140
|
|
7,325,721
|
|
17,772,993
|
| |
|
|
|
|
|
|
Total additions
|
37,812,904
|
|
21,174,544
|
|
31,709,140
|
| |
|
|
|
|
|
|
DEDUCTION—Benefits paid to participants
|
25,750,581
|
|
17,246,286
|
|
19,694,918
|
| |
|
|
|
|
|
|
NET INCREASE (DECREASE)
|
12,062,324
|
|
3,928,258
|
|
12,014,223
|
| |
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
|
|
|
|
|
|
|
Beginning of year
|
213,583,914
|
|
209,655,656
|
|
197,641,434
|
|
End of year
|
225,646,238
|
|
213,583,914
|
|
209,655,656
|
PROCTER & GAMBLE HOLDING FRANCE SAS
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)
NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2024, AND FOR THE YEARS ENDING JUNE 30, 2023, AND 2022
| 1. |
DESCRIPTION OF THE PLAN
|
The following brief description of Procter & Gamble Holding France S.A.S. Group Profit Sharing, Incentive and Employer Contribution Plan (the “Plan”) is provided for
general information only. Participants should refer to the Plan Document and their country’s Plan supplement for more complete information.
General — The Plan is an employee savings plan established on
December 17, 1990 by agreement between Procter & Gamble S.A. (Procter & Gamble S.A. changed its name to Procter & Gamble Services France and then to Procter & Gamble Services Neuilly before its current name Procter & Gamble
Holding France S.A.S.) together with its directly wholly-owned subsidiaries (with the exception of P&G Health France that is not part of this agreement yet), and those subsidiaries’ respective Work councils, 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, 2015, and was signed by Procter & Gamble Holding France S.A.S., Procter &
Gamble France S.A.S., Procter & Gamble Pharmaceuticals France S.A.S., Procter & Gamble Amiens S.A.S., Procter & Gamble Blois S.A.S (together, “P&G France”) and their related Work councils. An amendment to the Plan to increase
the Employer’s matching contribution was implemented as of FY 18/19, signed by the same parties. On July 1st, 2021, Procter & Gamble Pharmaceuticals France has been legally merged with P&G Health France SAS with a retroactive
effect on July 1st, 2020, from a Tax and Local statutory accounting standpoint. As a result, Procter & Gamble Pharmaceuticals France has left the Plan agreement as of July 1st, 2020. An amendment to the Plan to change
the nature of the Funds D and amend the Employer matching contribution calculation was signed on Jan 30, 2024.
In addition to the Plan, a collective Pension Savings plan (“PERCO”) was established for Procter & Gamble Holding France S.A.S and the following subsidiaries: Procter &
Gamble France S.A.S., Procter & Gamble Pharmaceuticals France S.A.S, Procter & Gamble Blois S.A.S, and Procter & Gamble Seine S.A.S (which was merged with Procter & Gamble Holding France in February 2018). Procter & Gamble
Pharmaceuticals has left the PERCO plan in July 2020 as a result of the merger with P&G Health France SAS. The PERCO is in place since January 1st, 2013, for the aforementioned entities and was established in June 2016 for Procter
& Gamble Amiens S.A.S.
Procter & Gamble Holding France S.A.S. is indirectly a wholly owned subsidiary of The Procter & Gamble Company (the “Parent”). The Plan and the PERCO are subject to the
laws and regulations of France. The assets of the Plan and of the PERCO are invested in five “Fonds Commun de Placement d’Entreprise” (“FCPE”) which are registered investment funds reserved to employees of “P&G France” subject to the laws and regulations of France. The plan’s financial statements are a combination of the 5 FCPE.
Administration — Administration of the Plan and of the PERCO are executed by Procter & Gamble Holding France S.A.S. with the support of Natixis Investments Managers International (previously Natixis Asset Management), the fund
manager. The five FCPE are under the supervision of the “Conseils de Surveillance” (“Monitoring Committees”) which are composed of both employee and employer representatives of “P&G France”.
Participants Accounts and Investments 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’s do not pay dividends. Participants are permitted to invest into
any of the five FCPE’s; however, employees contributions generating a P&G matching contribution can only be invested in FCPE Groupe Procter & Gamble (Option D). Amounts may be transferred from one FCPE to another FCPE for both blocked
and available funds with the exception of FCPE Groupe Procter & Gamble (Option D) out of which only unblocked funds may be transferred.
Participants may allocate their account balances to one or all of the following investment options offered by the Plan:
|
•
|
FCPE Groupe Procter & Gamble Actions (Option A) – The prospectus indicates that this fund is
primarily invested in securities or in mutual funds which invest with a minimum of 60% in international securities and with a maximum of 40% in international interest rate products.
|
|
•
|
FCPE Groupe Procter & Gamble Obligations (Option B) – The prospectus indicates that this fund
is primarily invested in Eurozone monetary products or in mutual funds which invest primarily in Eurozone monetary products.
|
|
•
|
FCPE Groupe Procter & Gamble 5000 (Option C) – The prospectus indicates that this fund is
primarily invested in securities or in mutual funds invested at least at 90% in securities (Europe, United States, Asia and emerging countries) and with a maximum of 10% invested in Eurozone monetary products.
|
|
•
|
FCPE Groupe Procter & Gamble (Option D) – The prospectus indicates that this fund is invested
at 66.66% maximum in The Procter & Gamble Company common stock and with a minimum of 33.33% invested in US/Euro zone monetary products.
|
|
•
|
FCPE Groupe Procter & Gamble (Option F) – The prospectus indicates that this fund is invested
at 80% in international bonds or in mutual funds which invest in international bonds, at 20% in “socially responsible investment” Euro bonds or in mutual funds which invest in “socially responsible” Euro bonds.
|
For the PERCO, investments in Option D are not possible. The other Options are accessible at the discretion of the employee.
Contribution and Vesting — Employees are eligible to the Plan 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:
Employees’ Contributions:
- Voluntary,
periodic contributions – These are usually contributed on a monthly basis. They are eligible for matching contributions from P&G France. These contributions are automatically invested in Option D.
- Voluntary,
complementary contributions – Employees may make complementary contributions whenever they wish although these amounts receive no matching contributions. These contributions are invested at the discretion of the employee in one of the
five FCPE’s.
Employers’ Contributions:
- Employer
matching contributions – P&G France makes a matching contribution of 100% of Employee contribution for investment between € 7.62 and € 80 maximum) and of 50% of Employee contribution for investiment between € 80.01 and € 275 euros
maximum) per month, with a maximum threshold of € 177.50. These matching contributions are automatically invested in Option D.
- Profit
Sharing – P&G France calculates and distributes profit sharing contributions according to French law (“Participation”) as well as a supplementary profit-sharing agreement (“Interessement”). These amounts are invested at the discretion
of the employee in one of the five FCPE’s. If no investment direction is given by the employee, amounts are automatically invested either as per the last investment choice or, by default, in Option B (with a 50/50 split between PEE and PERCO
for “Participation”, and 100% to PEE for “Interessement”.
All contributions are immediately 100 percent vested.
Contributions to the PERCO can be made by the employees through i) voluntary periodic contributions, ii) investment of the profit-sharing contribution and iii)
investment of remaining vacation days (up to 10 per fiscal year) for which “P&G France” will contribute under certain age conditions.
Withdrawals — All contributions to the Plan 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 law, a
participant may withdraw “blocked” contributions. All amounts become immediately available for withdrawal upon the termination of employment.
Plan Termination – The Plan agreement was
renewed by written agreement between “P&G France” and their related Work councils in December 2014 with effective date January 1st, 2015, for an indefinite period.
In the event of Plan termination, the FCPE’s will either remain active or will be merged with other FCPE’s. Thus, Plan participants will have the option to
withdraw “unblocked” amounts or to remain invested. Future employee and employer contributions to the Plan would then be suspended.
| 2. |
SUMMARY OF 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.
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 reported amounts of assets, liabilities, and changes therein and disclosure of
contingent assets and liabilities. Actual results could differ from those estimates.
Employer and participant’s contributions reflect the estimated total investments in the Plan, based on prior year behavior.
Risks and Uncertainties — The Plan utilizes
various investment instruments as described in Note 1. 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 that such changes could materially affect the amounts reported in the financial statements.
Plan Investments – The Plan’s investments are
presented at fair-value 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 FCPE’s are determined by the fund manager, Natixis Asset Management, based upon the fair value of the
FCPE’s underlying investments, less any liabilities.
Purchases and sales of investments are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. The cost of investments sold is
determined using average cost.
Fair value measurements – ASC 820, Fair Value Measurements and Disclosures, established a single authoritative definition of fair value, set as a framework for measuring fair value, and requires additional disclosures about fair value
measurements. In accordance with ASC 820, the Plan classifies its investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets; Level 2 which refers to securities not traded on an
active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets are classified in their entirety based on the lowest level of input that
is significant to the fair value measurement.
The following table sets forth by level within the hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis on June 30, 2024.
| |
|
2024 |
|
|
2023 |
|
|
|
Asset Group
|
Level 1
|
Level 2
|
Level 3
|
Level 1
|
Level 2
|
Level 3
|
|
|
Procter & Gamble Company common stock
|
145,525,742
|
|
|
140,691,705
|
|
|
|
|
Other investments
|
73,247,110
|
|
|
66,923,059
|
|
|
|
|
TOTAL
|
218,772,852
|
|
|
207,614,763
|
|
|
|
Expenses of the Plan – Investment management,
record keeping expenses, and other administrative expenses are paid by P&G Holding France S.A.S. Brokerage commissions are paid by the participants, and other costs related to the purchase or sale of shares are reflected in the price of the
shares and borne by the participants.
Contributions Receivable – Contributions that
are pending transfer to the Fund manager as of June 30, 2024, and 2023 are recorded as contributions receivable to the Plan in the accompanying financial statements.
Payment of Benefits – Benefit payments to
participants are recorded upon distribution. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not been yet paid on June 30, 2024, and 2023.
Investments held by the Plan on June 30th, 2024 and 2023 were as follows:
| |
2024
|
2023
|
|
(All numbers in Euros)
|
Number
|
Market
|
Number
|
Market
|
| |
of Shares
|
Value in €uros
|
of Shares
|
Value in €uros
|
|
Investments of each FCPE
|
|
|
|
|
| |
|
|
|
|
|
• Groupe Procter & Gamble Actions (Option A)*
|
194,092
|
27,532,125
|
197,807
|
25,523,269
|
|
• Groupe Procter & Gamble Obligations (Option B)*
|
564,123
|
16,434,869
|
543,176
|
15,213,163
|
|
• Groupe Procter & Gamble 5000 (Option C)*
|
626,974
|
25,212,059
|
618,589
|
21,722,705
|
|
• Groupe Procter & Gamble (Option D)*
|
322,261
|
145,525,742
|
348,803
|
140,691,705
|
|
• Groupe Procter & Gamble Obligations (Option F)*
|
2,724,576
|
4,068,056
|
3,092,925
|
4,463,922
|
| |
|
|
|
|
|
Total investments
|
|
218,772,852
|
|
207,614,763
|
*Represents investments which exceed five percent of net assets available for benefits
The Plan’s investments experienced unrealized (depreciation) appreciation in value as follows for the years ended June 30, 2024, 2023 and 2022:
|
(All numbers in Euros)
|
|
2024
|
|
2023
|
|
2022
|
| |
|
|
|
|
|
|
|
The Procter & Gamble Company Common stock (FCPE Option D)
|
|
|
|
|
|
Cost
|
|
93,635,079
|
|
64,459,308
|
|
57,835,747
|
|
Market value
|
|
145,525,742
|
|
140,691,705
|
|
138,319,301
|
|
Unrealized appreciation (depreciation)
|
|
51,890,663
|
|
76,232,396
|
|
80,483,553
|
| |
|
|
|
|
|
|
|
(Decrease) increase in unrealized appreciation
|
|
-24,341,734
|
|
-4,251,157
|
|
16,594,738
|
| |
|
|
|
|
|
|
|
Other investments (FCPE Option A, B, C, F)
|
|
|
|
|
|
|
|
Cost
|
|
61,468,575
|
|
57,801,655
|
|
58,636,412
|
|
Market value
|
|
73,247,110
|
|
66,923,059
|
|
65,402,530
|
|
Unrealized appreciation (depreciation)
|
|
11,778,535
|
|
9,121,404
|
|
6,766,119
|
| |
|
|
|
|
|
|
|
Increase (decrease) in unrealized appreciation
|
|
2,657,131
|
|
2,355,285
|
|
-10,800,048
|
The realized gain (loss) on the sales of the Plan’s investments for the years ended June 30, 2024, 2023, and 2022 was determined as follows:
|
(All numbers in Euros)
|
2024
|
|
2023
|
|
2022
|
| |
|
|
|
|
|
|
The Procter & Gamble Company Common stock
|
|
|
|
|
|
|
Proceeds on sales of shares
|
75,122,493
|
|
13,207,083
|
|
15,671,667
|
|
Cost
|
36,804,241
|
|
7,250,487
|
|
7,798,009
|
|
Realized (loss) gain
|
38,318,252
|
|
5,956,596
|
|
7,873,658
|
| |
|
|
|
|
|
|
Other investments
|
|
|
|
|
|
|
Proceeds on sales of shares
|
41,364,927
|
|
15,798,977
|
|
15,026,384
|
|
Cost
|
37,454,737
|
|
15,019,566
|
|
13,173,602
|
|
Realized (loss) gain
|
3,910,190
|
|
779,411
|
|
1,852,782
|
| 4. |
NON-PARTICIPANT - DIRECTED INVESTMENTS
|
FCPE Option D is considered to be non-participant directed under the guidance of SOP 99-3 because participants are required to maintain contributed funds
in the Parent’s stock.
Information about the net assets and the significant components of the changes in net assets relating to the non- participant directed investments as of
June 30, 2024, 2023 and 2022 is as follows:
|
(All numbers in Euros)
|
2024
|
|
2023
|
|
2022
|
| |
|
|
|
|
|
|
Net assets:
|
|
|
|
|
|
|
P&G Company Stock (FCPE Option D) - beginning of year
|
140,691,705
|
|
138,319,301
|
|
116,954,778
|
| |
|
|
|
|
|
|
Changes in net assets:
|
|
|
|
|
|
|
Net appreciation (depreciation) in fair value of investments
|
16,253,146
|
|
4,164,204
|
|
26,701,056
|
|
Participant contributions
|
4,797,285
|
|
4,640,541
|
|
4,588,422
|
|
Employer contributions
|
5,777,217
|
|
5,945,539
|
|
4,518,875
|
|
Benefits paid to participants
|
-21,993,611
|
|
-12,377,880
|
|
-14,443,830
|
|
Net change
|
4,834,037
|
|
2,372,404
|
|
21,364,523
|
| |
|
|
|
|
|
|
P&G Company Stock (FCPE Option D)—end of year
|
145,525,742
|
|
140,691,705
|
|
138,319,301
|
As of June 30, 2024, the Plan had 2,240 participants investing in the Plan (vs 2,212 as of June 2023) whereas 807 employees (811 as of June 30, 2023) chose
to collect their year group profit sharing rather than invest in the plan.
The Plan and the underlying FCPE’s are subject to the tax laws of France. The Plan and the underlying FCPE’s are tax-exempt according to French tax law.
Thus, no provision for income taxes has been reflected in the accompanying financial statements.
| 7. |
RELATED PARTY TRANSACTIONS
|
On June 30th, 2024, and 2023, the plan held 624,150 and 1,011,240 shares respectively, of common stock of the Procter & Gamble Company, the
sponsoring employer with a cost basis of € 93 635 079 and € 64 459 308 respectively and a fair value of € 145 525 742 and € 140 691 705 respectively.
During the years ended June 30, 2024, 2023 and 2022, the Plan recorded dividend income from common stock of the Procter & Gamble Company of € 2 271
107, 2 461 212 and € 2 236 041 respectively.
During the years ended June 30, 2024, 2023 and 2022, the Plan’s investment in common stock of The Procter & Gamble Company, including gains and losses
on investments bought and sold as well as held during the year (depreciated) appreciated in value by € 13 976 519, € 1 705 439, and € 24 468 395 respectively.
