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 FOR THE FISCAL YEAR ENDED JUNE 30, 2019, 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:  Group Profit Sharing, Incentive and Employer Contribution Plan (France), c/o Groupe Procter & Gamble en France, Service Relations Exterieures, 96 avenue Charles de Gaulle, 92200 Neuilly sur Seine.
 
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 Holding France S.A.S. Group Profit
Sharing, Incentive and Employer Contribution Plan (FRANCE)
 
 
Statements of Net Assets Available for Plan Benefits as of June 30, 2019 and 2018, Statements
of Changes in Net Assets Available for Plan Benefits for the Years Ended June 30, 2019, 2018,
and 2017 and  Report of Independent Registered Public Accounting Firm
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PROCTER & GAMBLE HOLDING FRANCE S.A.S.
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)
 
TABLE OF CONTENTS

 
   
     Page
     
REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM    2
     
FINANCIAL STATEMENTS:    
     
    Statements of Net Assets Available for Plan Benefits as of June 30, 2019 and 2018
   3
     
    Statement of Changes in Net Assets Available for Plan Benefits for the Years
    Ended June 30, 2019, 2018 and 2017
   4
     
    Notes to Financial Statements    5-10

 
 
 
 
 
 
 
 
 
 
 







2

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, 2019 and 2018, the related statements of changes in net assets available for benefits for the year ended June 30, 2019, 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, 2019 and 2018, and the changes in net assets available for benefits for the year ended June 30, 2019, 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 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.

Deloitte & Associés
/s/Deloitte & Associés
Paris-La Défense, France
September 26, 2019
We have served as the auditor of the Plan since 2003












3

PROCTER & GAMBLE HOLDING FRANCE SAS
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)
 
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS JUNE 30, 2019 AND 2018
    
 
(All numbers in Euros)
 
 2019  
 
 2018
         
 
ASSETS:
     
 
  Participant-directed investments
           63 687 813
 
           60 545 396
 
  Non participant-directed investments
           103 363 105
 
           80 943 591
         
 
           Total investments
         167 050 919
 
         141 488 987
         
 
  Receivables:
     
 
    Participant contribution
             831 192
 
             1 594 174
 
    Employer contribution
             3 683 038
 
             3 372 732
         
 
           Total receivables
             4 514 230
 
             4 966 906
         
 
NET ASSETS AVAILABLE FOR PLAN BENEFITS
171 565 149
 
146 455 892




4

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 ENDED JUNE 30, 2019, 2018 AND 2017


All numbers in Euros)
   2019  
 
 2018  
 
 2017
ADDITIONS:
         
Contributions:
         
    Participant contributions
 4 096 832
 
3 562 206
 
8 258 850
    Employer contributions
6 352 529
 
6 549 900
 
3 981 000
            Total contributions
 
10 449 362
 
10 112 106
 
12 239 851
Investment (loss) income:
         
   Increase (decrease) in unrealized appreciation in "The Procter & Gamble Company" common stock
27 051 934
 
(12 426 752)
 
(3 764 225)
   Increase (decrease) in unrealized appreciation in other investments
(1 421 189)
 
 207 987
 
2 581 620
   Realized gain (loss) on sales of The Procter & Gamble Company common stock
6 710 503
 
 1 154 023
 
4 220 000
   Realized gain (loss) on sale of other investments
3 555 753
 
 2 218 709
 
2 686 753
   Dividends from The Procter & Gamble Company common stock
 2 062 327
 
 1 941 935
 
2 103 947
   Other income (expense)
(4 722)
 
 35 709
 
41 704
           Net investment (loss) income
37 954 607
 
(6 868 389)
 
7 869 799
          Total additions
48 403 968
 
3 243 717
 
20 109 650
           
DEDUCTION—Benefits paid to participants
23 294 712
 
14 204 282
 
20 546 663
     
 
   
NET INCREASE (DECREASE)
25 109 256
 
(10 960 565)
 
(437 013)
     
 
   
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
   
 
   
  Beginning of year
146 455 892
 
157 416 457
 
157 853 470
  End of year
171 565 149
 
146 455 892
 
157 416 457
(1) NB: the presentation has changed in 2018. The employer complementary contributions are now reported under “employer contributions” different from prior years. A similar presentation for 2017 would result in the following breakdown (not impacting the total value of contributions):

   
2017
 
Participant contributions
3 758 268
 
Employer contributions
8 481 583
 
Total contributions
12 239 851


See notes to financial statements.



5

PROCTER & GAMBLE HOLDING FRANCE SAS
GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)
 
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2019 AND 2018 AND FOR THE YEARS ENDED JUNE 30, 2019, 2018 AND 2017
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 or indirectly wholly-owned subsidiaries, and those subsidiaries’ respective Comités d’Entreprise (“Employee Committees”), 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 Employee Committees.  An amendment to the Plan to increase the Employer’s matching contribution was implemented as of FY 18/19, signed by the same parties.

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. The PERCO is in place since January 1st 2013 for the aforementioned entities. The PERCO was established in June 2016 for Procter & Gamble Amiens S.A.S.

Procter & Gamble Holding France S.A.S. is directly or 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 jointly executed by Procter & Gamble Holding France S.A.S. and 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 certain contributions into any of the five FCPE’s; however, certain other contributions from employees and from P&G France are mandatorily invested in FCPE Groupe Procter & Gamble (Option D). Amounts may be transferred from one FCPE to another FCPE except that “blocked” amounts may not be transferred out of FCPE Groupe Procter & Gamble (Option D).











6


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 Eurozone securities and with a maximum of 10% in 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 60% 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 least at 90% in The Procter & Gamble Company common stock and with a maximum of 10% 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 for Plan participation 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 between 50 and 100 percent, based on employees’ voluntary periodic contributions, with a maximum threshold of € 157.50. These matching contributions are automatically invested in Option D.

- Profit Sharing – P&G France calculates and distributes profit sharing contributions according to French law as well as a supplementary profit-sharing agreement. These amounts are invested at the discretion of the employee in one of the five FCPE’s. If no investment direction has been given by an employee, amounts are automatically invested as per the last investment choice or, by default, in Option B.

- Incentive compensation – P&G France contributes incentive amounts to employees according to an incentive compensation agreement. Employees have the option to receive these amounts immediately, or to contribute these amounts to the Plan. Amounts contributed to the Plan are invested at the discretion of the employee in one of the five FCPE’s, or automatically invested as per the last investment choice.












7

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) valorisation of remaining vacation days (up to 10 per fiscal year).

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 Employee Committees in December 2014 with effective date January 1st, 2015 for an indefinite period. However, any party has the right to terminate the agreement at any time.
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.









8

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 at June 30, 2019.

 
 
2019
2018
 
Asset Group (All numbers in Euro)
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
 
The Procter & Gamble Company common stock
103 363 105
   
80 943 591
   
 
Other investments
63 687 813
   
60 545 396
 
 
 
TOTAL
167 050 919
   
141 488 987
 
 

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, 2019 and 2018 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 at June 30, 2019 and 2018.













9


3.
INVESTMENTS

Investments held by the Plan at June 30, 2019 and 2018 were as follows:
  2019 
 
2018
(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)*
 220 517
24 513 731
 
                225 668
           23 989 280
• Groupe Procter & Gamble Obligations (Option B)*
 613 102
17 133 493
 
                589 935
           16 530 768
• Groupe Procter & Gamble 5000 (Option C)*
 672 192
18 191 648
 
                656 859
           16 969 674
• Groupe Procter & Gamble (Option D)*
 395 816
103 363 105
 
                455 970
           80 943 591
• Groupe Procter & Gamble (Option F)*
 2 269 128
3 848 941
 
1 900 696
3 055 674
           
Total investments
   167 050 919
   
141 488 987

*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, 2019, 2018 and 2017:
 
(All numbers in Euros)
     2019  
 
2018   
 
2017 
                 
 
The Procter & Gamble Company Common stock (FCPE Option D)
   
 
Cost
    44 584 589
 
           49 217 008
 
           47 414 745
 
Market value
    103 363 105
 
           80 943 591
 
           91 568 080
 
Unrealized appreciation (depreciation)
  58 778 516 
 
           31 726 583
 
           44 153 335
                 
 
(Decrease) increase in unrealized appreciation
  27 051 934 
 
(12 426 752)
 
(3 764 225)
                 
 
Other investments (FCPE Option A, B, C, F)
             
 
Cost
  58 344 670 
 
           53 781 063
 
           53 616 606
 
Market value
  63 687 813 
 
           60 545 396
 
           60 172 951
 
Unrealized appreciation (depreciation)
  5 343 144 
 
             6 764 333
 
             6 556 345
                 
 
Increase (decrease) in unrealized appreciation
  (1 421 189) 
 
             207 987
 
             2 581 620














10


The realized gain (loss) on the sales of the Plan’s investments for the years ended June 30, 2019, 2018, and 2017 was determined as follows:

 
(All numbers in Euros)
 2019  
2018
 
2017
 
The Procter & Gamble Company Common stock
         
 
Proceeds on sales of shares
15 464 409
 
4 338 834
 
10 233 617
 
Cost
8 753 906
 
 3 184 811
 
6 013 616
 
Realized (loss) gain
6 710 503
 
1 154 023
 
4 220 000
             
 
Other investments
         
 
Proceeds on sales of shares
41 470 044
 
24 496 803
 
45 516 680
 
Cost
37 914 291
 
22 278 094
 
42 829 927
 
Realized (loss) gain
3 555 753
 
2 218 709
 
2 686 753


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, 2019, 2018 and 2017 is as follows:
 
(All numbers in Euros)
2019
 
2018
 
2017

Net assets:
         
P&G Company Stock (FCPE Option D) – beginning of year
80 943 591
 
91 568 080
 
94 513 447

Changes in net assets:
         
  Net appreciation (depreciation) in fair value of investments
 35 821 429
 
(9 333 914)
 
2 557 589
  Participant contributions
3 584 753
 
3 120 526
 
4 806 321
  Employer contributions
3 085 651
 
3 340 972
 
2 841 577
  Benefits paid to participants
(20 072 319)
 
(7 752 073)
 
(13 150 855)
           Net change
22 419 515
 
(10 624 490)
 
(2 945 367)
           
P&G Company Stock (FCPE Option D)—end of year
103 363 105
 
80 943 591
 
91 568 080


5.
PLAN PARTICIPANTS
As of June 30, 2019, the Plan had 2,000 participants investing in the Plan (vs 2,051 as of June 2018) whereas 768 employees (730 as of June 30, 2018) chose to collect their year group profit sharing rather than invest in the plan.

6.
TAX STATUS
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.


11



7.
RELATED PARTY TRANSACTIONS
At June 30, 2019 and 2018, the plan held 1,073,210 and 1,209,090 shares respectively, of common stock of the Procter & Gamble Company, the sponsoring employer with a cost basis of € 44 584 589 and € 49 217 008 respectively and a fair value of € 103 363 105 and € 80 943 591 respectively.
During the years ended June 30, 2019, 2018 and 2017, the Plan recorded dividend income from common stock of the Procter & Gamble Company of € 2 062 327, € 1 941 935 and € 2 103 947 respectively.
During the years ended June 30, 2019, 2018 and 2017, 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 € 21 335 685, by € - 11 272 729 and € 455 775 respectively.









12




THE PLAN. 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 on September 26, 2019.


PROCTER & GAMBLE HOLDING FRANCE S.A.S.GROUP PROFIT SHARING, INCENTIVE AND EMPLOYER CONTRIBUTION PLAN (FRANCE)



By: /s/ Benjamin Binot                                
       Benjamin Binot
                               President
                               Procter & Gamble Holding France S.A.S. Group Profit Sharing,
                               Incentive and Employer Contribution Plan (France)



EXHIBIT INDEX

Exhibit No.

      23                                   Consent of Deloitte & Associés













 





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