SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
\X\ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001, OR
\ \ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] for the transition period from _________
to _______________
Commission file number 001-00434
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: The Procter & Gamble Commercial Company
Employees' Savings Plan, 355 Tetuan Street, Old San Juan, P.O. Box 363187,
San Juan, Puerto Rico 00936-3187.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office: The Procter & Gamble Company, One
Procter & Gamble Plaza, Cincinnati, Ohio 45202
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedules Prepared in Accordance
with the Financial Reporting Requirements of ERISA.
THE PROCTER & GAMBLE COMMERCIAL COMPANY EMPLOYEES' SAVINGS PLAN
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS
As of December 31, 2001 and 2000
and for the Year Ended December 31, 2001
SUPPLEMENTAL SCHEDULES
Year Ended December 31, 2001
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
TABLE OF CONTENTS
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PAGE
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2001 3
Notes to Financial Statements 4-6
Supplemental Schedules:
Schedule I - Assets Held for Investment Purposes as of December 31, 2001
(Form 5500, Schedule H, Part IV, Line 4i) 7
Schedule II - Reportable Transactions for the Year Ended
December 31, 2001 (Form 5500, Schedule H, Part IV, Line 4j) 8
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Participants and Retirement Committee of
The Procter & Gamble Commercial Company
Employees' Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of The Procter & Gamble Commercial Company Employees' Savings Plan (the "Plan")
as of December 31, 2001 and 2000, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2001. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 December 31,
2001 and 2000, and the changes in net assets available for benefits for the year
ended December 31, 2001 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 accompanying supplemental schedules
of (1) assets held for investment purposes as of December 31, 2001 and (2)
reportable transactions for the year ended December 31, 2001 are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements, but are 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. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 2001 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
/s/DELOITTE & TOUCHE LLP
----------------------------------
DELOITTE & TOUCHE LLP
San Juan, Puerto Rico
June 6, 2002
Stamp No. 1806263
affixed to original.
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
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ASSETS 2001 2000
---- ----
INVESTMENTS (Notes 3 and 4) $5,338,302 $4,991,886
---------- ----------
RECEIVABLES:
Participants' contributions 72,483 23,693
Employer's contributions 17,587 5,721
Other 30,048
---------- ----------
Total receivables 90,070 59,462
---------- ----------
Total assets 5,428,372 5,051,348
LIABILITIES - Excess contribution to be recognized next year 3,970
----------
NET ASSETS AVAILABLE FOR BENEFITS $5,428,372 $5,047,378
========== ==========
See notes to financial statements.
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2001
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ADDITIONS:
Additions to net assets atributed to contributions:
Participants $ 632,330
Employer 149,950
-----------
Total additions 782,280
-----------
DEDUCTIONS:
Deductions from net assets atributed to
Investment loss:
Net depreciation in fair value of investments (Notes 3 and 4) 179,128
Dividends (51,376)
-----------
Total investment loss, net 127,752
Benefits paid to participants 273,534
-----------
Total deductions 401,286
-----------
NET INCREASE 380,994
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 5,047,378
-----------
End of year $ 5,428,372
===========
See notes to financial statements.
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
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1. DESCRIPTION OF THE PLAN
The following description of The Procter & Gamble Commercial Company (the
"Company") Employees' Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
a. GENERAL - The Plan is a defined contribution plan covering all
full-time employees of the Company, who are residents of Puerto Rico,
have completed one year of service and are age twenty-one or older.
The Plan was established effective November 1, 1993 and is sponsored
by The Procter & Gamble Commercial Company. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
b. CONTRIBUTIONS - Each year, participants may contribute up to 10
percent of pretax annual compensation, as defined in the Plan.
Participants may also contribute amounts representing distributions
from other qualified defined benefit or contribution plans.
Participants direct the investment of their contributions into
various investment options offered by the Plan. The Plan currently
offers eight mutual funds and a fund which invests in common stock of
the Company, as investment options for participants. The Company
contributes 40 percent of the first 5 percent of base compensation
that a participant contributes to the Plan. The matching Company
contribution is invested directly in Procter & Gamble Company common
stock. Contributions are subject to certain limitations.
c. PARTICIPANT ACCOUNTS - Each participant's account is credited with
the participant's contribution and allocations of (A) the Company's
contribution and, (B) Plan earnings. Allocations 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.
d. VESTING - Participants are vested immediately in their contributions
plus actual earnings thereon. The Company's contribution portion of
their accounts plus actual earnings thereon is 100 percent vested
upon the occurrence of any of the following events: completion of
five years of credited service; attaining age 65; total disability
while employed by the Company or death while employed by the Company.
e. 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.
f. LOANS TO PARTICIPANTS - Loans to participants are not permitted.
g. FORFEITED ACCOUNTS - At December 31, 2001, forfeited nonvested
accounts totaled $10,861. These accounts will be used to reduce
future Company contributions to the Plan. Also, in 2001, Company
contributions were reduced by $10,063 from forfeited nonvested
accounts.
h. 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 of ERISA. In the event of plan termination, participants
will become 100% vested in their employer contributions.
2. SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING - The financial statements of the Plan are
prepared under the accrual method of accounting.
b. 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. The Plan utilizes various investment instruments.
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 statements of net
assets available for plan benefits.
c. INVESTMENTS 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 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.
Dividends are recorded on the ex-dividend date.
d. PAYMENT OF BENEFITS - Benefits are recorded when paid.
e. PLAN EXPENSES - All expenses incurred in administering the Plan may
be paid out of the invested assets unless paid by the Company.
3. INVESTMENTS
The following presents investments as of December 31, 2001 and 2000, that
represent five percent or more of the Plan's net assets:
2001 2000
---- ----
The Procter & Gamble Company - common stock;
37,688.92 and 33,100.42 shares, respectively $2,982,324 $2,596,314
Fidelity Advisor Growth Opportunities Fund - Class T;
36,032.48 and 43,645.44 units, respectively 1,044,238 1,490,492
Fidelity Advisor Balanced Fund - Class T; 40,758.96
and 46,323.70 units, respectively 635,032 752,297
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value as follows:
The Procter & Gamble Company - common stock $ 66,253
Fidelity Advisor Growth Opportunities Fund - Class T (227,427)
Fidelity Advisor Balanced Fund - Class T (11,585)
Fidelity Advisor Government Investment Fund - Class T 10,340
JP Morgan Institutional Disciplined Equity Fund (12,330)
JP Morgan Institutional Diversified Fund (2,893)
JP Morgan Institutional Fleming International Equity Fund (1,426)
JP Morgan Institutional US Small Company Fund (878)
JP Morgan Institutional Bond Ultra Fund 818
----------
Total $(179,128)
==========
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
(The Procter & Gamble Company common stock) is as follows:
2001 2000
---- ----
Net assets at December 31, 2001 and 2000 -
The Procter & Gamble Company common stock $2,982,324 $2,596,314
========== ==========
Changes in net assets for the year ended December 31, 2001:
Contributions $ 323,028
Net appreciation 66,253
Dividends 49,971
Benefits paid to participants (131,943)
Net transfers from participant - directed investments 78,701
----------
Net increase in net assets $ 386,010
==========
5. INCOME TAXES
The Plan is exempt from Puerto Rico income taxes under the provisions of
the Puerto Rico Internal Revenue Code of 1994 ("PRIRC"), as amended. The
Plan is not qualified under Section 401(a) of the Internal Revenue Code,
but it is exempt from United States taxation under Section 1022 of the
Employee Retirement Income Security Act of 1974. The Plan is required to
operate in conformity with the PRIRC to maintain its qualification.
The Plan participants are not taxed on the income and contributions made
to their accounts until such time as the participant or the participant's
beneficiary receives distributions from the Plan.
******
SCHEDULE I
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(FORM 5500, SCHEDULE H, PART IV, LINE 4i)
DECEMBER 31, 2001
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Identity of Issue Shares/Units Fair Value
----------------- ------------ ----------
The Procter & Gamble Company - common stock (Cost of $2,334,112) 37,688.92 $2,982,324
Fidelity Advisor Growth Opportunities Fund - Class T* 36,032.48 1,044,238
Fidelity Advisor Balanced Fund - Class T* 40,758.96 635,032
Fidelity Advisor Government Investment Fund - Class T* 12,259.92 119,166
JP Morgan Institutional Disciplined Equity Fund* 13,776.86 195,494
JP Morgan Institutional Diversified Fund* 11,128.37 140,774
JP Morgan Institutional Fleming International Equity Fund* 3,574.36 30,418
JP Morgan Institutional US Small Company Fund* 10,209.15 128,329
JP Morgan Institutional Bond Ultra Fund* 4,470.02 43,757
Money Market Account 18,770.00 18,770
----------
Total $5,338,302
==========
*Registered Investment Company.
SCHEDULE II
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
(FORM 5500, SCHEDULE H, PART IV, LINE 4j)
YEAR ENDED DECEMBER 31, 2001
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Current
Expense Value of
Incurred Asset on Net
Number of Number of Purchase Sales with Cost of Transaction Gain
Description of Asset Purchases Sales Amount Amount Transaction Asset Date on Sale
-------------------- --------- --------- -------- ------ ----------- ------- ----------- -------
The Procter & Gamble Company -
common stock 30 29 $491,504 $194,441 None $169,110 $194,441 $ 25,331
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
thereunto duly authorized.
THE PROCTER & GAMBLE COMMERCIAL
COMPANY EMPLOYEES' SAVINGS PLAN
DATE: June 25, 2002 /S/AILSA VALLEDOR
-------------------------------
Ailsa Valledor
For the Savings Plan Committee,
Committee Member of
The Procter & Gamble Commercial
Company Employees' Savings Plan
EXHIBIT INDEX
Exhibit No.
23 Consent of Deloitte & Touche LLP