x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017, OR
¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ to _________

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below: The Procter & Gamble Commercial Company Employees' Savings Plan, Two Procter & Gamble Plaza, Cincinnati, Ohio 45202.

B.	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.

Item 4	Plan Financial Statements and Schedules Prepared in Accordance with the Financial Reporting Requirements of ERISA.

SIGNATURE

EXHIBIT INDEX

23	Consent of Deloitte & Touche LLP

 

 

 

 

 

 

 

The Procter & Gamble  Commercial Company Employees' Savings Plan     Plan #002 EIN# 66-0676831     Financial Statements as of and for the  Years Ended December 31, 2017 and 2016, Supplemental Schedules as of and for the Year Ended December 31, 2017, and Report of Independent Registered Public Accounting Firm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE PROCTER & GAMBLE COMMERCIAL COMPANY

EMPLOYEES' SAVINGS PLAN

 

TABLE OF CONTENTS
			Page
REPORT OF INDEPEDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS:
	Statements of Net Assets Available for Benefits as of December 31, 2017 and 2016		2
	Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2017 and 2016		3
	Notes to Financial Statements as of and for the Years Ended December 31, 2017 and 2016		4-9
SUPPLEMENTAL SCHEDULES:			10
	Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2017		11
	Form 5500, Schedule H, Part IV, Line 4j — Schedule of Reportable Transactions for the Year Ended December 31, 2017		12
NOTE:	All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Deloitte & Touche LLP

Cincinnati, Ohio
June 20, 2018

We have served as the auditor of the Plan since 1993.

 

 

 

 

 

 

 

THE PROCTER & GAMBLE COMMERCIAL COMPANY
EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2017 AND 2016
		2017			2016
ASSETS:
Investments — at fair value:
Cash	$             283			$               25
The Procter & Gamble Company common stock	15,727,835			15,787,618
The J.M. Smucker Company common stock	62,368			69,537
Common collective trust fund	33,526			118,115
Mutual funds	19,821,788			16,899,168
Total Investments	35,645,800			32,874,463
Receivables:
Other	4,545			3,103
Notes receivable from participants	9,301			9,301
Total Receivables	13,846			12,404
Total Assets	35,659,646			32,886,867
LIABILITY — Excess contributions payable	8,834			15,064
NET ASSETS AVAILABLE FOR BENEFITS	$   35,650,812			$   32,871,803
See notes to financial statements.

 

 

 

 

 

THE PROCTER & GAMBLE COMMERCIAL COMPANY
EMPLOYEES' SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
		2017			2016
ADDITIONS:
Contributions:
Participant contributions	$       213,362			$       348,708
Employer contributions	56,240			90,227
Total Contributions	269,602			438,935
Investment income:
Net appreciation in fair value of investments	3,686,662			2,112,530
Dividends and interest	843,495			854,299
Net Investment income	4,530,157			2,966,829
Total Additions	4,799,759			3,405,764
DEDUCTIONS:
Benefits paid to participants	2,000,329			4,086,689
Administrative expenses	20,421			15,129
Total Deductions	2,020,750			4,101,818
NET INCREASE/(DECREASE) IN NET ASSETS	2,779,009			(696,054)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year	32,871,803			33,567,857
End of year	$   35,650,812			$   32,871,803
See notes to financial statements.

 

 

 

THE PROCTER & GAMBLE COMMERCIAL COMPANY
EMPLOYEES' SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

1.	DESCRIPTION OF THE PLAN

The following description of The Procter & Gamble Commercial Company Employees' Savings Plan (the "Plan") 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 defined contribution plan covering all eligible employees of Procter & Gamble Commercial, LLC (the "Plan Sponsor") and Olay, LLC, (collectively, the "Companies"), subsidiaries of The Procter & Gamble Company (P&G). In order to be eligible to participate in the Plan, employees must be residents of Puerto Rico and have completed one year of service. The Procter & Gamble U.S. Business Services Company controls and manages the operation and administration of the Plan. Banco Popular de Puerto Rico serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

In May 2015, P&G announced the closure of the Cayey manufacturing facility, affecting 200-250 employees which was finalized in October 2016.  This action has significantly reduced the participation in this Plan.

Contributions — Each year, participants may contribute up to 10% of their pretax annual compensation, as defined in the Plan, not exceeding the maximum deferral amount specified by Puerto Rico law. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Companies contribute 40% of the first 5% of eligible compensation that a participant contributes to the Plan. Contributions are subject to certain limitations.

Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, Companies contribution, and allocations of Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on 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.

Investments — Participants direct the investment of their contributions and account balances into various investment options offered by the Plan. The Companies' contributions are automatically invested in The Procter & Gamble Company common stock ("P&G common stock"). The Plan currently offers seven mutual funds (including a money market mutual fund) as investment options for participants.

Vesting — Participants are vested immediately in their contributions, plus actual earnings thereon. The Companies' contributions plus actual earnings thereon are 100% vested upon the occurrence of any of the following events: completion of three years of credited service; attaining age 65; total disability or death while employed by the Companies.

Payment of Benefits — On termination of service, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.

Notes Receivable from Participants — New loans to participants are not permitted under the Plan. Participant loans included in the accompanying statement of net assets available for benefits represent outstanding loans granted to participants of The Gillette Company Employees' Savings Plan prior to its merger with the Plan on September 4, 2009.

Forfeited Accounts — At December 31, 2017 and 2016, forfeited non-vested accounts totaled $664 and $5,770, respectively. These accounts can be used to reduce future employer contributions. During the year ended December 31, 2017, forfeited non-vested accounts totaling $9,509 were used to offset employer contributions.  There were no employer contributions reduced for the year ended December 31, 2016.

 

 

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 (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 utilizes various investment instruments, including common stock, a common collective trust fund, and mutual funds. 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 could occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

Investment Valuation and Income Recognition — The Plan's investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Quoted market prices are used to value investments.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation/(depreciation) includes the Plan's gains and losses on investments bought and sold as well as held throughout the year.

Management fees and operating expenses charged to the Plan for investments in mutual funds are deducted from income earned daily and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Notes Receivable from Participants — Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent terminated participant loans are recorded as distributions based on the terms of the Plan document.

Excess Contributions Payable — The Plan is required to return contributions received during the Plan year in excess of the Puerto Rican Internal Revenue Code (the "PRIRC") limits. Excess contributions payable to the participants were $8,834 and $15,064 at December 31, 2017 and 2016, respectively.

Payment of Benefits — Benefit payments to participants are recorded upon distribution. Amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid, were $0 at December 31, 2017 and 2016, respectively.

Administrative Expenses — Investment management expenses are paid by the Plan and are netted against investment income. Recordkeeping fees of the Plan are paid by participants through a reduction in their investment balances.

 

 

 

3.	FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurements and Disclosures, provides 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, as follows: Level 1, which refers to securities valued using unadjusted 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.  There are no Level 2 or Level 3 investments in this plan. Assets are valued in their entirety based on the lowest level of input that is significant to the fair value measurement.

Asset Valuation Methodologies — Valuation methodologies maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2017 and 2016.

Cash  — Held primarily in short-duration, highly liquid securities, which are valued at cost plus accrued interest.

Common Stocks — Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual Funds — Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are actively traded.

Transfers between Levels — The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. The Plan's policy is to recognize transfers between levels at the actual date of the event or change in circumstances that caused the transfer.  For the years ended, December 31, 2017 and 2016, there were no transfers between levels.

We evaluate the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to the total net assets available for benefits.

Common Collective Trust Fund - As permitted by accounting principles generally accepted in the United States of America, the Plan uses net asset value as a practical expedient to determine the fair value of the common collective trust fund.  Net asset value is based on the fair value of the underlying investments held by the fund less its liabilities.  Participant transactions (purchases and sales) may occur daily.  Redemption for the common collective trust is permitted daily with no other restrictions or notice periods and there are no unfunded commitments.  In accordance with GAAP, the common collective trust fund measured at net asset value has not been classified in the fair value hierarchy.  The fair value amounts presented in the table below are intended to permit reconciliation to the amounts presented in the Statements of Net Assets Available for Benefits.

 

 

The following tables set forth by level within the fair value hierarchy a summary of the Plan's investments measured at fair value on a recurring basis at December 31, 2017 and 2016.

	Fair Value Measurements
	2017		2016
Cash - Level 1	$                 283		$                  25
Common stock - Level 1	15,790,203		15,857,155
Mutual funds - Level 1	19,821,788		16,899,168
Sub-Total - Level 1	35,612,274		32,756,348
Investments measured at NAV - Common collective trust fund	33,526		118,115
Total	$       35,645,800		$      32,874,463

4.	NONPARTICIPANT-DIRECTED INVESTMENT

Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investment (P&G common stock) as of December 31, 2017 and 2016, and for the years then ended, is as follows:

		2017			2016
Changes in net assets:
Contributions	$           94,544			$         173,475
Net appreciation in fair value of investments	1,414,961			937,137
Dividends	489,191			521,049
Benefits paid to participants	(1,062,159)			(1,778,631)
Net transfers to participant-directed investments	(985,187)			(461,596)
Management fees	(11,133)			(16,751)
Net change	(59,783)			(625,317)
The Procter & Gamble Company common stock — beginning
of year	15,787,618			16,412,935
The Procter & Gamble Company common stock — end of
year	$    15,727,835			$    15,787,618

 

 

 

5.	EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Certain Plan investments are funds managed by Banco Popular and Northern Trust, including an interest bearing deposit account. Transactions with the recordkeeper, trustee, and custodian qualify as party-in-interest transactions. Fees paid for the investment management services were included as a reduction of the return earned on each fund.

The Plan held shares of the P&G common stock and recorded dividend income on the shares for the years ended December 31, 2017 and 2016, as follows:

	December 31, 2017	December 31, 2016
Common stock:
Shares	171,178	187,770
Cost	$          9,856,694	$         10,576,709
Dividend income	$             489,191	$              521,049

During the years ended December 31, 2017 and 2016, the Plan's investment in Company common stock, including gains and losses on investments bought and sold as well as held during the year, appreciated in value by $1,414,961 and by $937,137, respectively.

6.	PLAN TERMINATION

Although they have not expressed any intention to do so, the 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 ERISA. In the event the Plan is terminated participants would become 100% vested in their accounts.

7.	TAX STATUS

The Plan is exempt from Puerto Rico income taxes under the provisions of the PRIRC enacted on January 31, 2011. The 2011 PRIRC replaced the 1994 PRIRC, as amended. The 2011 PRIRC modified rules concerning contribution limits, coverage requirements, non-discrimination testing, and other matters. The 2011 PRIRC also provided for certain changes applicable to plans sponsored by entities under common control. These changes were effective for periods commencing after December 31, 2010, with certain additional requirements beginning on January 1, 2012. The Plan is not qualified under Section 401(a) of the U.S. Internal Revenue Code, but it is exempt from U.S. taxation under Section 1022 of the Employee Retirement Income Security Act of 1974. The Plan is subject to routine audits by taxing jurisdictions at any time. The Companies and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the 2011 PRIRC and the Plan and the related trust continue to be tax-exempt. Therefore, no provision for income taxes has been reflected in the Plan's financial statements.

 

 

 

 

8.	RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500

    Reconciliation of net assets available for benefits as shown in the financial statements to those in the Form 5500 as filed by the Plan as of December 31, 2017 and December 31, 2016, is as follows:

 

	2017		2016
Net assets available for benefits per the financial statements	$   35,650,812		$     32,871,803
Certain deemed distributions of participant loans	(9,301)		(9,301)
Net assets available for benefits per Form 5500	$   35,641,511		$     32,862,502

 

 

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SUPPLEMENTAL SCHEDULES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE PROCTER & GAMBLE COMMERCIAL COMPANY
EMPLOYEES' SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2017
EIN: 66-0676831
PLAN: 002
		Description of
	Identity of Issue	Investment	Cost	Fair Value
*	The Procter & Gamble Company	Common stock	$     9,856,694	$   15,727,835
	The J.M. Smucker Company	Common stock	**	62,368
	Vanguard FTSE All-World EX US Index Fund	Mutual fund	**	1,619,791
	Vanguard Balanced Index Fund	Mutual fund	**	4,341,312
	Vanguard Small Cap Index Fund	Mutual fund	**	3,464,423
	Vanguard Inflation Protected Securities Fund	Mutual fund	**	578,350
	Vanguard Total Bond Market Index Fund	Mutual fund	**	1,449,453
	Vanguard Treasury Money Market-Inst Fund	Mutual fund	**	1,825,885
	Vanguard Institutional Index Fund	Mutual fund	**	6,542,574
*	Northern Trust Short Term Investment Fund	Common Collective Trust	**	33,526
*	Banco Popular de P.R. (Time Deposit)	Time deposit open account bearing interest at a variable rate (1.3838% at Dec. 31, 2017)	**	283
	Total			$   35,645,800
*	Party-in-interest.
**	Cost information is not required for participant-directed investments and therefore is not included.

 

 

 

 

 

 

 

THE PROCTER & GAMBLE COMMERCIAL COMPANY
EMPLOYEES' SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4j — SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2017
EIN: 66-0676831
PLAN: 002
SINGLE TRANSACTIONS — None.
SERIES OF TRANSACTIONS
						Current
						Value of
						Asset on	Net
	Purchase		Sales		Cost of	Transaction	Gain
Description of Asset	Amount		Amount		Asset	Date	on Sale
The Procter & Gamble Company common stock	$  615,339	(58)	-		$  615,339	$  615,339
The Procter & Gamble Company common stock	-		$  2,036,719	(68)	1,335,354	2,036,719	$  701,365
NOTES:
(A) All transactions are related to Parties in Interest.
(B) The number in parentheses represents the number of transactions in the series.