UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023, OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM_________ to _______________
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below: The Gillette Company Global Employee Stock Ownership Plan.
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B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: c/o The Procter & Gamble Company, One Procter & Gamble Plaza, Cincinnati, Ohio 45202.
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REQUIRED INFORMATION
The following audited financial statements are enclosed with this report:
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer
the employee benefit plan) have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
THE GILLETTE COMPANY GLOBAL
EMPLOYEE STOCK OWNERSHIP PLAN
Chris Young
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The Gillette Company Global Employee Stock Ownership Plan
Administrative Committee
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EXHIBITS:
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The Gillette Company
Global Employee Stock
Ownership Plan
2022 and 2021, and Report of Independent
Registered Public Accounting Firm
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THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and the Participants of The Gillette Company Global Employee Stock Ownership Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for plan benefits of The Gillette Company Global Employee Stock Ownership Plan
(the
"Plan") as of
December 31, 2023 and
2022 and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended
December 31, 2023, 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 plan benefits of the Plan as of
December 31, 2023 and
2022, and the changes in net assets available for plan
benefits for each of the three years in the period ended
December 31, 2023, 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 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 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of
our audits, we are required to obtain an understanding of internal control over financial reporting 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.
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.
Emphasis of Matter - Plan Termination
As discussed in Note 7 to the financial statements,
the company has made a decision to terminate the plan.
Manchester, United Kingdom
We have served as the auditor of the Plan since 2009.
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
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2023
$
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2022
$
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ASSETS:
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Investments – at fair value:
The Procter & Gamble Company common stock (cost $130,110 and $300,724 in 2023 and 2022 respectively) (Note 6)
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337,775
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819,636
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Cash at bank and in hand
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61,291
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6,503
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Total investments
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399,066
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826,139
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NET ASSETS AVAILABLE FOR PLAN BENEFITS
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399,066
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826,139
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The accompanying notes are an integral part of the financial statements.
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(LOSSES) / ADDITIONS:
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2023
$
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2022
$
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2021
$
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Investment (expense) / income:
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Dividends from The Procter & Gamble Company common stock (Note 6)
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13,475
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22,459
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29,885
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Realized gain on shares sold (Note 4)
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290,861
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148,168
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158,143
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Net (depreciation) / appreciation in fair value of The Procter & Gamble Company common stock (Note 4)
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(311,248)
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(237,564)
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15,585
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Total investment (expense) / income
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(6,912)
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(66,937)
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203,613
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Income from participating Procter & Gamble companies (Note 6)
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10,000
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4,000
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7,000
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Total Additions / (Losses)
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3,088
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(62,937)
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210,613
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DEDUCTIONS:
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Distributions and withdrawals to participants
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(420,161)
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(250,283)
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(267,177)
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Administrative expenses (Note 6)
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(10,000)
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(4,000)
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(7,000)
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Total deductions
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(430,161)
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(254,283)
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(274,177)
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DECREASE IN NET ASSETS
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(427,073)
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(317,220)
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(63,564)
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NET ASSETS AVAILABLE FOR PLAN BENEFITS:
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Beginning of year
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826,139
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1,143,359
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1,206,923
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End of year
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399,066
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826,139
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1,143,359
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The accompanying notes are an integral part of the financial statements.
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
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
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, 2023, the Plan has a total of 67 participants (2022: 107 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
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.
3.
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FAIR VALUE MEASUREMENTS
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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
3.
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FAIR VALUE MEASUREMENTS (CONTINUED)
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Level 1
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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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Level 2
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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
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Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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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, 2023 and
2022.
The Plan’s investment in Company common stock experienced a net (depreciation)/appreciation in value as follows for the years ended
December 31, 2023,
2022 and
2021:
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2023
$
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2022
$
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2021
$
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The Procter & Gamble Company
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common stock:
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Net (depreciation)/appreciation in fair value
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(311,248)
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(237,564)
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15,585
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The realized gain on sales of Company common stock for the years ended
December 31, 2023,
2022 and
2021, was determined using an average cost method as follows:
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2023
$
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2022
$
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2021
$
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Proceeds on sale of shares
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468,894
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237,751
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257,693
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Cost
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(178,033)
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(89,583)
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(99,550)
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Realized gain on sales
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290,861
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148,168
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158,143
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THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
5.
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FEDERAL INCOME TAX STATUS
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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 Administrator has analysed the tax positions taken by the Plan, and have concluded that as of
December 31, 2023 and
2022, 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 Administrator believes 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, 2023 and no provision for income taxes has been reflected in the accompanying financial statements.
6.
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RELATED PARTY TRANSACTIONS
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At
December 31, 2023 and
2022, the Plan held 2,305 and 5,408 shares, respectively, of Company common stock with a cost basis of $130,110 and $300,724, respectively.
Contributions to the Plan were frozen effective
January 1, 2008.
During the years ended
December 31, 2023,
2022 and
2021, the Plan recorded dividend income from Company common stock of $13,475, $22,459 and $29,885, respectively.
During the year ended
December 31, 2023, the Plan incurred administrative expenses of $10,000. This compares to $4,000 in 2022 and $7,000 in 2021. 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 £28,000, £22,700 and £21,210 were incurred for the years ended
December 31, 2023,
2022 and
2021, respectively. These fees were paid by the participating Procter
& Gamble companies on behalf of the Plan. No non-audit fees were payable to
the Company’s auditor in respect of the years ended
December 31, 2023,
2022 and
2021.
THE GILLETTE COMPANY GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN
The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through
March 21, 2024, 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.