UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
11-K/A
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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, 2007,
OR
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o
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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 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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SIGNATURE
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:
April 30, 2008
By:
/s/
Thomas J. Mess_____________
Thomas J.
Mess
Secretary,
Trustees of The Profit Sharing
Retirement
Plan of The Procter & Gamble
Commercial
Company
EXHIBIT
INDEX
Exhibit
No.
23 Consent
of Deloitte & Touche LLP
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The Profit Sharing Retirement
Plan of The Procter & Gamble Commercial
Company
Financial Statements as of and
for the Years
Ended June 30, 2007 and
2006, Supplemental Schedule as of June 30, 2007, 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
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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1
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| FINANCIAL STATEMENTS: | |
| Statements of Net Assets Available for Benefits as of June 30, 2007 and 2006 |
2
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| Statements of Changes in Net Assets Available for Benefits for the Years Ended June 30, 2007 and 2006 |
3
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| Notes to Financial Statements |
4-6
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| SUPPLEMENTAL SCHEDULE | |
| Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of June 30, 2007 |
8
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| 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. |
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To:
The Procter & Gamble Master Savings
Plan Committee:
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, 2007 and 2006, and the related statements
of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of June 30, 2007 and 2006,
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.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
table of contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan’s management. Such
schedule has been subjected to the auditing procedures applied in the audit of
the basic 2007 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
/s/ Deloitte & Touche LLP
Cincinnati,
Ohio
December
17, 2007
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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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JUNE 30, 2007 AND
2006
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2007
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2006
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ASSETS:
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Investments
— at fair value:
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||||||||
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Cash
and cash equivalents
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$ | 2,904,532 | $ | 2,348,074 | ||||
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The
Procter & Gamble Company common stock
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32,336,290 | 29,764,133 | ||||||
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The
J.M. Smucker Company common stock
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202,802 | 152,840 | ||||||
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Mutual
funds
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19,719,271 | 16,592,075 | ||||||
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Total
investments
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55,162,895 | 48,857,122 | ||||||
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Company
contributions receivable
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3,389,113 | 3,128,025 | ||||||
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NET
ASSETS AVAILABLE FOR BENEFITS
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$ | 58,552,008 | $ | 51,985,147 | ||||
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See
notes to financial statements.
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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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YEARS ENDED JUNE 30, 2007 AND
2006
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2007
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2006
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ADDITIONS:
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Investment
income:
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Net
appreciation in fair value of investments
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$ | 4,908,135 | $ | 2,648,409 | ||||
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Dividend
income
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1,717,457 | 1,050,981 | ||||||
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Interest
income
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150,140 | 98,786 | ||||||
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Net
investment income
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6,775,732 | 3,798,176 | ||||||
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Company
contributions (net of forfeitures)
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3,289,113 | 2,341,384 | ||||||
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Total
additions
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10,064,845 | 6,139,560 | ||||||
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DEDUCTIONS
— Benefits paid to participants
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3,497,984 | 1,410,013 | ||||||
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NET
INCREASE DURING THE YEAR
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6,566,861 | 4,729,547 | ||||||
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NET
ASSETS AVAILABLE FOR BENEFITS:
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Beginning
of year
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51,985,147 | 47,255,600 | ||||||
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End
of year
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$ | 58,552,008 | $ | 51,985,147 | ||||
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See
notes to financial statements.
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||||||||
THE PROFIT SHARING RETIREMENT PLAN OF
THE PROCTER & GAMBLE COMMERCIAL
COMPANY
NOTES TO FINANCIAL
STATEMENTS
AS OF AND FOR THE YEARS
ENDED JUNE 30, 2007 AND 2006
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1.
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PLAN
DESCRIPTION
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The
following 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 defined contribution pension plan and is funded through contributions
by Procter & Gamble Commercial LLC, Procter & Gamble Pharmaceuticals
Puerto Rico LLC and Olay LLC (hereinafter collectively referred to as
the “Plan Sponsors”). The Plan Sponsors are wholly owned subsidiaries of
The Procter & Gamble Company (“Company” or “P&G”). Substantially all
employees of the Plan Sponsors are eligible to participate in the Plan upon
completion of one year of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
— The
Plan Sponsors 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 agreement, up to specified limitations. The Plan Sponsors’
contributions are calculated by applying the relevant participation 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 participation percentages by years of service.
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Years
of Service
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Participation Percentage
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| 1-3 | 8% |
| 4–6 | 9 |
| 7–8 | 10 |
| 9-10 | 11 |
| 11–12 | 12 |
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13-14
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13 |
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15
or more
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14 |
Participant Accounts
—
Individual accounts are maintained for each Plan participant. Each participant’s
account is credited with an appropriate allocation of the Company’s
contributions and an allocation of Plan earnings and charged with withdrawals
and an allocation of Plan losses. 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.
Investments
—
Participants direct the investment of their contributions into various
investment options offered by the Plan. The Plan currently offers various mutual
funds and Company common stock as investment options for
participants.
In May of
2002, certain of the Company’s brands were spun-off to its shareholders and
subsequently merged into The J.M. Smucker Company (“Smucker”). As a result,
participants holding Company common stock received one share of Smucker stock
for each fifty shares of Company common stock. The cost basis of Company common
stock prior to the Smucker spin-off was allocated between Company common stock
held and the Smucker common stock received. Participants are not permitted to
purchase additional shares of Smucker.
Vesting —
Participants are vested 100% upon completion of five years of service.
Participants are also 100% vested in their accounts upon termination for
disability, early or normal retirement, death, and also upon attainment of 65
years of age, regardless of years of service.
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 annual installments
over a period not to exceed ten years after the date of death, termination,
retirement, or disability.
Forfeited Accounts
—
Participants who terminate service prior to vesting forfeit their account
balance. Forfeited amounts are used to reduce the Company’s annual
contributions. During the years ended June 30, 2007 and 2006, the Company’s
annual contributions were reduced by $100,000 and $786,641, respectively, from
forfeited nonvested accounts.
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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.
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 net assets
available for benefits and changes therein. Actual results could differ from
those estimates.
Risks and Uncertainties ─
The Plan
utilizes various investment securities including mutual funds and corporate
stock. Investment securities, in general, are exposed to various risks, such as
interest rate risk, credit risk, and overall market volatility. Due to the level
of risk associated with certain investment securities, it is reasonably possible
that changes in the values of investment securities will occur in the near term
and 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. Quoted market prices are used to
value investments. Shares of mutual funds are valued at quoted market prices,
which represent the net asset value of shares held by the Plan at year end.
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.
Management
fees and operating expenses charged to the Plan for investments in mutual funds
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
—
Administrative expenses of the Plan are paid by the Company as provided in the
Plan document.
Payment of Benefits
—
Distributions of benefits are processed on a daily basis; therefore, there were
no benefits payable at June 30, 2007 and 2006.
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3.
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INVESTMENTS
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The
Plan’s investments that represented 5% or more of the Plan’s net assets
available for benefits as of June 30, 2007 and 2006, are as
follows:
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2007
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2006
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*The
Procter & Gamble Company common stock
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$ | 32,336,290 | $ | 29,764,133 | ||||
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Oakmark
Equity Income Fund
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9,982,324 | 9,095,410 | ||||||
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Barclays
S&P 500 Fund
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5,171,506 | 4,180,649 | ||||||
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*
Party-in-interest
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During
the years ended June 30, 2007 and 2006, the Plan’s investments, including
gains and losses on investments bought and sold as well as held during the year,
appreciated (depreciated) in value as follows:
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2007
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2006
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Net
appreciation in fair value of:
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Mutual
funds
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$ | 1,816,309 | $ | 1,160,963 | ||||
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Common
stock
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3,091,826 | 1,487,446 | ||||||
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Net
appreciation of investments
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$ | 4,908,135 | $ | 2,648,409 | ||||
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4.
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EXEMPT PARTY-IN-INTEREST
TRANSACTIONS
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Certain
Plan investments are shares of mutual funds managed by J.P. Morgan Chase Bank.
J.P. Morgan Chase Bank is the trustee as defined by the Plan and, therefore,
these transactions 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, 2007 and 2006, the Plan held 528,457 and 535,326 shares,
respectively, of Company common stock with a cost basis of $19,684,182 and
$18,902,139, respectively. During the years ended June 30, 2007 and 2006,
the Company contributed $3,289,113 and $2,341,384, respectively, to the Plan on
behalf of participating employees.
During
the years ended June 30, 2007 and 2006, the Plan recorded dividend income
from Company common stock of $688,160 and $608,217, respectively.
During
the years ended June 30, 2007 and 2006, 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 $3,030,526 and $1,494,968,
respectively.
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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 Sponsors 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 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
Section 165(a) of the Puerto Rico Income Tax Act of 1954, as amended. The
Internal Revenue Service has determined and informed the Company by a letter
dated February 2, 2004, that the Plan and related trust were designed in
accordance with applicable requirements of the Internal Revenue Code (IRC). The
Plan has been amended since receiving the latest determination letter. However,
the plan administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Puerto Rico
Income Tax Act of 1954 and the IRC. Therefore, they believe that the Plan was
qualified and tax-exempt as of June 30, 2007 and 2006, and no provision for
income taxes has been reflected in the accompanying financial
statements.
******
SUPPLEMENTAL
SCHEDULE
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THE PROFIT SHARING RETIREMENT
PLAN OF THE
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THE PROCTER & GAMBLE
COMMERCIAL COMPANY
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FORM 5500, SCHEDULE H, PART IV,
LINE 4i —
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SCHEDULE OF ASSETS (HELD AT END
OF YEAR)
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JUNE 30,
2007
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Identity of
Issue
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Description of
Investment
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Fair
Value
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SHORT
TERM INVESTMENTS:
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J.P.
Morgan Chase Bank*
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Liquified
Cash
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$ | 212 | ||
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J.P.
Morgan Chase Bank*
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Money
Market Fund
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2,904,320 | |||
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THE
PROCTER & GAMBLE COMPANY*
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Common
stock, no par value
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528,457
shares (cost $19,684,182)
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32,336,290 | ||||
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THE
J.M. SMUCKER COMPANY
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Common
stock, no par value
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3,186
shares (cost $71,020)
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202,802 | ||||
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MUTUAL
FUNDS:
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Barclays
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S&P
500 Fund
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5,171,506 | |||
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Fidelity
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Diversified
International Fund
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1,506,235 | |||
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Oakmark
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Equity
Income Fund
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9,982,324 | |||
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PIMCO
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Total
Return Fund
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1,056,184 | |||
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Royce
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Low
Price Stock Fund
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2,003,022 | |||
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TOTAL
ASSETS
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$ | 55,162,895 | |||
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*
Party-in-interest.
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