Kyle Scheidler

Group Manager

 

 

 

 

 

 

 

 

 

 

 

THE PROCTER & GAMBLE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

1.	DESCRIPTION OF THE PLAN

The following brief description of The Procter & Gamble Savings Plan (the "Plan") is provided for general information only. Participants should refer to the Plan agreement for more complete information.

General — The Plan is a voluntary defined contribution plan that covers substantially all domestic employees of The Procter & Gamble Company (the "Company") and certain of its subsidiaries. The Plan is the Company's active 401(k) plan with ongoing contributions funded by employee contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

The Gillette Company Employee Stock Ownership Plan (the "Gillette ESOP"), another qualified plan sponsored by the Company, transferred balances for terminated employees who were not eligible for retiree medical coverage under the Company's health care plan(s) to the Plan, as allowed under both the Gillette ESOP and the Plan. Transfers from the Gillette ESOP are shown in Transfers from Other Qualified Plans.

The recordkeeper for the Plan was Empower Retirement through August 28, 2015.  Alight (formerly "Aon Hewitt") became the recordkeeper effective August 29, 2015.  The custodian for the Plan was J.P. Morgan through August 28, 2015.  Northern Trust became the custodian effective August 29, 2015.

Contributions — The Plan allows contributions by eligible employees. Participants can elect to contribute a portion of their pre‑tax compensation, as defined by the Plan, up to Plan and Internal Revenue Service (IRS) limits. Participants can rollover balances from conduit individual retirement accounts and qualified plans of former employers. In accordance with IRS regulations, participants age 50 or older are eligible to contribute an additional $6,000 as a "catch‑up" contribution in excess of the maximum 401(k) contributions of $18,000.

Qualified Non-Elective Contributions (QNEC) — The Plan recorded QNEC during the years ended June 30, 2017 and June 30, 2016, of $1,561 and $1,218, respectively, to provide for certain participants who were not given the opportunity to contribute their elected amounts due to certain administrative errors. The QNEC are immediately 100% vested to the employees. The contributions were made in accordance with IRS regulations and do not affect the tax status of the Plan and are reflected as employer contributions on the statements of changes in net assets available for benefits.

Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, an allocation of the Plan's earnings or losses, administrative expenses, and participant withdrawals. The benefit to which a participant is entitled is limited to the benefit that can be provided from their account. Participants can allocate their account to one or all investment options offered by the Plan.

Investments — Participants direct the investment of their accounts into various investment options offered by the Plan. The Plan currently offers common stock and common collective trust funds as investment options for participants.

Vesting — Participants are 100% vested in the assets in their Plan accounts.

 

Notes Receivable from Participants — The Plan has a loan feature under which active participants may borrow up to 50% of the current value of their vested account balances exclusive of amounts attributable to previous Company contributions (up to a maximum of $50,000) and at an interest rate equal to the prime rate plus 1%. Loans are repaid via payroll deduction over a period of up to 54 months, except for loans used to purchase a primary residence, which are repaid via payroll deduction over a period of up to 114 months. Principal and interest paid is credited to applicable funds in the borrower's account. Participants who are former employees are not allowed to borrow against their account balances. Upon participant termination or retirement, the outstanding loan balance is treated as a distribution to the participant if repayment is not made by the participant within 90 days of separation, or if an on‑going repayment arrangement has not been made with the Plan. Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.

Payment of Benefits — The Plan provides for benefits to be paid upon retirement, disability, death, or separation other than retirement as defined by the Plan document. Plan benefits may be made in a lump sum of cash and/or shares of Company common stock in annual installments over not more than 20 years, or variable amounts paid monthly. Retired or terminated employees shall commence required minimum benefit payments after the attainment of age 70 1/2.

A participant may withdraw any portion of after‑tax contributions, which were derived from previously merged plans, once in any three‑month period. Participants who have attained age 59 1/2 or have demonstrated financial hardship may withdraw all or any portion of their before‑tax contributions once in any six month period. Following a hardship withdrawal, participants are not allowed to contribute to the Plan for a period of 6 months.  Account balances attributable to non-active employees are $1,408,107,545 and $1,320,994,076 as of June 30, 2017 and June 30, 2016, respectively.

Plan Amendment — The Company 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.

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 Company common stock, The J.M. Smucker Company common stock, and various common collective trust funds which include investments in U.S. government securities, corporate debt instruments, and corporate stocks. 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.

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. The cost of securities sold, transferred, or distributed is determined by the weighted‑average cost of securities allocated to the participant's account.

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.

Management fees and operating expenses charged to the Plan for investments 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.

 

Administrative Expenses — Investment management expenses are paid by the Plan and are netted against investment income. Loan processing fees are paid by the participants through reduction in their investment balances. Recordkeeping fees of the Plan are paid by the Plan and/or participants through a reduction in their investment balances.  In addition, fees paid to other vendors are paid by the Plan.

Payment of Benefits — Benefit payments to participants are recorded upon distribution.  There were 11 participants who elected to withdrawal a total of $313,213 from the plan, but had not yet been paid at June 30, 2017.

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 June 30, 2017 and June 30, 2016.

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.

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.

We evaluate the significance of transfers 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, 2017 and June 30, 2016, there were no transfers between levels.

 

Common Collective Trust Funds - As permitted by accounting principles generally accepted in the United States of America, the Plan uses net asset values as a practical expedient to determine the fair value of the common collective trust funds. 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 common collective trusts is permitted daily with no other restrictions or notice periods and there are no unfunded commitments.  In accordance with GAAP, the common collective trust funds measured at net asset value have 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 Statement 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 June 30, 2017 and June 30, 2016.

 

Fair Value Measurements
Quoted Prices in Active Markets
For Identical Assets
	2017		2016
Cash - Level 1	$                        -		$              (4,260)
Common stock - Level 1	1,111,603,330		1,162,485,049
Fair Value Sub-total	1,111,603,330		1,162,480,789
Investments measured at NAV - Common Collective Trusts	2,070,602,007		1,869,339,058
Total	$  3,182,205,337		$  3,031,819,847

4.	EXEMPT PARTY‑IN‑INTEREST TRANSACTIONS

Certain Plan investments are shares of P&G common stock and funds managed by Northern Trust. Transactions with the recordkeeper, trustee, and custodian qualify as party‑in‑interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.

At June 30, 2017 and June 30, 2016, the Plan held 12,744,806 and 13,694,804 shares, respectively, of common stock of the Company, the sponsoring employer, with a cost basis of $ 680,905,524 and $697,376,218, respectively. During the years ended June 30, 2017 and June 30, 2016, the Plan recorded dividend income on Company common stock of $35,722,834 and $37,290,570, respectively.

During the years ended June 30, 2017 and June 30, 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 $32,674,965 and $88,896,626, respectively.

 

5.	PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions 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.

6.	FEDERAL INCOME TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter dated September 20, 2017, that the Plan and related trust were designed in accordance with the applicable regulations of the Internal Revenue Code. The Plan is subject to routine audits by taxing jurisdictions at any time. The Plan has been amended since receiving the determination letter. However, the Company and Plan management have concluded that the Plan, as designed and operated, complies with the applicable requirements of the Internal Revenue Code and the Plan and related trust remain tax‑exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements.

7.	NON-EXEMPT PARTY-IN-INTEREST TRANSACTIONS

The Company remitted various participant contributions to the trustee on dates later than required by the Department of Labor (DOL) Regulation 2510.3-102 as indicated in the table below. Participants were credited with the amount of investment income that would have been earned had the contributions been remitted on a timely basis.  On November 8, 2017, the Company filed Forms 5330 with the IRS and paid the required excise tax on the transactions.

Remittance Date	Due Date	Amount
January 13, 2017	December 22, 2016	34,570
January 17, 2017	December 30, 2016	52
January 17, 2017	January 13, 2017	52

 

8.	RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements as of June 30, 2017 and June 30, 2016, to Form 5500:

 

 

Net increase in assets available for benefits per the financial
statements prior to transfer in	$  147,613,901
Plus previously deemed distributions of participant loans	$     2,101,731
Less certain deemed distributions of participant loans and related interest	(291,142)
Net gain per the Form 5500	$  149,424,490

 

The following is a reconciliation of net investment income per the financial statements for the year ended June 30, 2017, to Form 5500:

Net investment income per the financial statements	$  324,459,626
Add interest on loans to participants	768,665
Less interest on deemed distribution	(3,383)
Net investment income per the Form 5500	$  325,224,908

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended June 30, 2017 to Form 5500:

Benefits paid to participants per the financial statements	$  279,937,154
Less previously deemed distributions of participant loans	(2,101,731)
Plus current deemed distributions	287,759
Benefits paid to participants per the Form 5500	$  278,123,182

 

SUPPLEMENTAL SCHEDULES