UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
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\X\
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED JUNE 30, 2024, OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from _________ to _______________
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Commission file number 001-00434
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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 Profit Sharing Retirement Plan of The Procter & Gamble Commercial Company, The
Procter & Gamble Company, Two Procter & Gamble Plaza, Cincinnati, Ohio 45202.
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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: The Procter & Gamble Company, One Procter & Gamble Plaza, Cincinnati,
Ohio 45202
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REQUIRED INFORMATION
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Item 4.
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Plan Financial Statements and Schedules Prepared in Accordance with the Financial Reporting Requirements of ERISA.
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EXHIBITS:
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SIGNATURE
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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 Profit Sharing Retirement Plan of
The Procter & Gamble Commercial Company
Date: November 26, 2024
By: /s/ Kyle Scheidler
| Kyle Scheidler |
| Senior Director |
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The Profit Sharing Retirement
Plan of The Procter & Gamble
Commercial Company
Employer ID No.: 66-0676831
Plan Number: 001
Financial Statements as of and for the
Years Ended June 30, 2024 and June 30, 2023,
Supplemental Schedule as of June 30, 2024, and
Report of Independent Registered Public Accounting Firm
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THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
| TABLE OF CONTENTS | |||
| Page | |||
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1 | ||
| FINANCIAL STATEMENTS: | |||
| Statements of Net Assets Available for Benefits as of June 30, 2024 and June 30, 2023 | 2 |
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| Statements of Changes in Net Assets Available for Benefits for the Years Ended June 30, 2024 and June 30, 2023 | 3 |
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| Notes to Financial Statements as of and for the Years Ended June 30, 2024 and June 30, 2023 | 4-8 | ||
| SUPPLEMENTAL SCHEDULE - | 9 | ||
| Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of June 30, 2024 | 10 | ||
| 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.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Procter & Gamble U.S. Business Services Company and the Plan Participants:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of The Profit Sharing Retirement Plan of The Procter & Gamble
Commercial Company (the "Plan") as of June 30, 2024 and 2023, the related statements of changes in net assets available for benefits for the years then ended, 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 then ended, 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 audits 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.
Report on Supplemental Schedule
The supplemental schedule listed in the table of contents has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
November 26, 2024
November 26, 2024
We have served as the auditor of the Plan since 1990.
1
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THE PROFIT SHARING RETIREMENT PLAN OF
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THE PROCTER & GAMBLE COMMERCIAL COMPANY
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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AS OF JUNE 30, 2024 AND JUNE 30, 2023
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2024
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2023
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PARTICIPANT-DIRECTED INVESTMENTS — At fair value:
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Cash
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$ 37,083
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$ 32,139
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The Procter & Gamble Company common stock
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34,718,958
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31,830,045
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The J.M. Smucker Company common stock
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144,260
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200,388
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Common collective trust fund
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25,788
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37,345
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Mutual funds
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64,782,119
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59,416,211
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Total participant-directed investments — at fair value
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99,708,208
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91,516,128
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RECEIVABLES:
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Accrued investment income
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157,948
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48,218
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Companies' contributions receivable
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672,781
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594,603
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Total receivables
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830,729
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642,821
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NET ASSETS AVAILABLE FOR BENEFITS
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$ 100,538,937
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$ 92,158,949
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See notes to financial statements.
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2
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THE PROFIT SHARING RETIREMENT PLAN OF
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THE PROCTER & GAMBLE COMMERCIAL COMPANY
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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FOR THE YEARS ENDED JUNE 30, 2024 AND JUNE 30, 2023
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2024
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2023
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NET INVESTMENT INCOME:
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Net appreciation in fair value of investments
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$ 9,714,633
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$ 6,632,162
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Dividend income
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2,280,317
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2,055,192
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Interest income
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359,185
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242,403
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Total investment income, net
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12,354,135
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8,929,757
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COMPANIES’ CONTRIBUTIONS
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672,781
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594,603
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DEDUCTIONS:
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Benefits paid to participants
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4,614,050
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2,557,648
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Administrative expenses
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32,878
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44,139
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Total deductions
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4,646,928
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2,601,787
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NET INCREASE IN NET ASSETS
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8,379,988
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6,922,573
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NET ASSETS AVAILABLE FOR BENEFITS:
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Beginning of year
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92,158,949
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85,236,376
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End of year
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$ 100,538,937
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$ 92,158,949
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See notes to financial statements.
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3
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL COMPANY
THE PROCTER & GAMBLE COMMERCIAL COMPANY
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 2024 AND JUNE 30, 2023
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1.
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PLAN DESCRIPTION
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The following brief description of The Profit Sharing Retirement Plan of The Procter & Gamble Commercial Company (the “Plan”) is provided for general information purposes only.
Participants should refer to the Plan document for more complete information.
General — The Plan is a voluntary
defined contribution plan covering substantially all full-time 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 employed by the Companies 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 a trustee of the Plan. Alight Solutions, LLC is the recordkeeper of the Plan. Northern Trust is a trustee and the custodian of the Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions — The Companies make
contributions to the Plan each year based upon the amount of compensation and the years of service credited for each Plan participant, as defined by the Plan, up to specified limitations. The Companies’ contributions are calculated by
applying the relevant contribution percentage to the total compensation, both as defined by the Plan. Participants are not permitted to make contributions to the Plan.
The following schedule details the contribution percentages by years of service.
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Contribution
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Years of Service
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Percentage
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1–3
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8 %
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4–6
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9
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7–8
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10
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9–10
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11
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11–12
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12
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13–14
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13
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15 or more
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14
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Participant Accounts — Individual
accounts are maintained for each Plan participant. Each participant account is credited with Companies’ contributions and an allocation of Plan earnings and charged with withdrawals and an allocation of Plan losses and administrative
expenses. Allocations of Plan earnings and losses are 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.
Participants can allocate their account to one or more of the investment options.
Investments — Participants direct
the investment of the Companies’ contributions into various investment options offered by the Plan. The Plan currently offers various mutual funds, Common collective trust funds, Smucker common stock and P&G common stock as investment
options for participants.
4
Vesting — Participants are vested
100% upon completion of three years of service. Participants are also 100% vested in their accounts upon termination for disability, early/normal retirement, death, and also upon attainment of 65 years of age, regardless of years of
service. Refer to Note 5 for vesting provisions in the event of Plan termination.
Payment of Benefits — On
termination of service due to death, disability, termination, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or an amount of the
participant’s election as often as once per month.
Forfeited Accounts — Participants
who terminate service prior to vesting forfeit their account balance. Forfeited amounts are used to reduce the Companies’ contributions. During the years ended June 30, 2024 and June 30, 2023, there were no forfeitures available to reduce
the Companies’ contributions.
Plan Amendment — The Plan Sponsor
has the right to amend the Plan at any time. However, no amendment can reduce the amount of any participant’s account or the participant’s vested percentage of that account.
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Basis of Accounting — The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates — The preparation
of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Risks and Uncertainties — The Plan
utilizes various investment securities including mutual funds, P&G common stock, and The J.M. Smucker Company (“Smuckers”) common stock. Investment securities, in general, are exposed to various risks, such as interest rate risk,
credit risk, and overall market volatility. Market risks include global events which could impact the value of investment securities, such as a pandemic or international conflict. 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.
Concentrations of Investments — Included in investments at June 30, 2024 and 2023, are shares of P&G common stock of $34,718,958 and $31,830,045, respectively. This investment represents 34.8 percent of total investments at both
June 30, 2024 and 2023, respectively. A significant decline in the market value of P&G common stock would significantly affect the net assets available for benefits.
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 in an orderly transaction between market participants at the measurement date. Quoted
market prices, when available, 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 (losses) on investments bought and sold as well as held during the year.
5
Management fees and operating expenses charged to the Plan for investments are deducted from income earned on a daily basis and are not separately reflected. Consequently, management
fees and operating expenses are reflected as a reduction of investment return for such investments.
Administrative Expenses —
Investment management expenses are paid by the Plan and are deducted from investment income. Recordkeeping fees of the Plan are paid by participants through a reduction in their investment balances.
Payment of Benefits — Benefit
payments to participants are recorded upon distribution. There was 1 participant who elected to withdraw a total of $10,000 from the plan, but had not yet been paid at June 30, 2024. No such case noted at June 30, 2023.
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3.
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FAIR VALUE MEASUREMENTS
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ASC 820, Fair Value Measurement, 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 June 30, 2024 or 2023.
Cash — Held primarily in
short-term money market funds, 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.
The significance of transfers were evaluated between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for
benefits. For the years ended, June 30, 2024 and 2023, there were no transfers between levels.
Common Collective Trust Fund - As
permitted by GAAP, the Plan uses net asset values as a practical expedient to determine the fair value of the common collective trust fund. Net asset value (NAV) is based on the fair value of the underlying investments held by the fund
less its liabilities.
6
Participant transactions (purchases and sales) may occur daily. Redemption for the common
collective trust fund 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 amount 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 table sets forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at June 30, 2024 and 2023:
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2024
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2023
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Cash - Level 1
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$ 37,083
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$ 32,139
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Common stock - Level 1
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34,863,218
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32,030,433
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Mutual Funds - Level 1
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64,782,119
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59,416,211
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Fair Value Sub-total
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99,682,420
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91,478,783
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Investment measured at NAV - Common collective trust fund
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25,788
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37,345
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Total
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$ 99,708,208
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$ 91,516,128
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4.
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EXEMPT PARTY-IN-INTEREST TRANSACTIONS
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Certain Plan investments are shares of P&G common stock and funds managed by Banco Popular de Puerto Rico, Northern Trust as well as Asset Manager, Vanguard. 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.
At June 30, 2024 and 2023, the Plan held 210,520 and 209,767 shares, respectively, of P&G common stock with a cost basis of $15,839,013 and $15,129,051, respectively. During the
years ended June 30, 2024 and 2023, the Companies contributed $672,781 and $594,603, respectively, to the Plan on behalf of participating employees.
During the years ended June 30, 2024 and 2023, the Plan recorded dividend income from P&G common stock of $807,449 and $775,183, respectively.
During the years ended June 30, 2024 and 2023, the Plan’s investment in P&G common stock, including gains and losses on investments bought and sold as well as held during the year,
appreciated in value by $2,785,033 and $1,656,885, respectively.
7
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5.
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PLAN TERMINATION
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Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue contributions to the Plan at any time and to terminate the Plan subject to
the provisions set forth in ERISA. In the event of Plan termination, participants will become fully vested and the net assets of the Plan will be distributed to the participants in an order of priority determined in accordance with ERISA
and its applicable regulations, and the Plan document.
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6.
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FEDERAL INCOME TAX STATUS
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The Plan is exempt from Puerto Rico income taxes under the provisions of the Puerto Rican Internal Revenue Code (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 January 1, 2012. Also, the Internal Revenue Service has determined and informed the
Plan Sponsor by a letter dated January 22, 2018, that the Plan and related trust were designed in accordance with applicable requirements of the Internal Revenue Code (IRC). The Plan is subject to routine audits by taxing jurisdictions at
any time. The Plan has been amended since receiving the latest determination letter. 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 IRC, 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
SUPPLEMENTAL SCHEDULE
9
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THE PROFIT SHARING RETIREMENT PLAN OF
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THE PROCTER & GAMBLE COMMERCIAL COMPANY
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EIN: 66-0676831
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PLAN NUMBER: 001
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FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
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AS OF JUNE 30, 2024
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Identity of Issue
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Description of Investment
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Fair Value
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*
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BANCO POPULAR
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Time Deposit Open Account Variable Rate (4.8730% as of 6/30/2024)
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$ 37,083
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*
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THE NORTHERN TRUST SHORT TERM INV. FUND
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Common Collective Trust Fund
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25,788
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*
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THE PROCTER & GAMBLE COMPANY
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Common stock
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34,718,958
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THE J.M. SMUCKER COMPANY
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Common stock
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144,260
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MUTUAL FUNDS:
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*
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Vanguard
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Treasury Money Market Fund
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6,632,638
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*
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Vanguard
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Institutional Index
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23,411,235
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*
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Vanguard
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Inflation Protected Securities
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1,056,493
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*
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Vanguard
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Balanced Index
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18,507,594
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*
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Vanguard
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Total Bond Index
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3,496,791
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*
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Vanguard
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Small Cap Index
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7,081,085
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*
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Vanguard
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FTSE All-World Ex US Index
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4,596,283
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Total Mutual Funds
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64,782,119
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TOTAL INVESTMENTS
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$ 99,708,208
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*
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Party-in-interest.
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10