THE
PROCTER & GAMBLE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
1.
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DESCRIPTION OF THE PLAN
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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).
Participants are able to choose either a traditional 401(k) or a
Roth 401(k).
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. Balances are also transferred to the Gillette ESOP
when certain employees retire and are eligible to pay the same rate
as P&G retirees. Transfers between the Plan and the
Gillette ESOP are shown in Transfers from Other Qualified Plans -
Net.
The recordkeeper for the Plan is Alight Solutions, LLC. The
custodian for the Plan is Northern Trust.
Contributions — The
Plan allows contributions by eligible employees. Participants can
elect to contribute a portion of their 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 $6,500 as a “catch‑up”
contribution in excess of the
maximum 401(k) contributions for the calendar years ended
December 31, 2021 and 2020 of $19,500.
Qualified Non-Elective Contributions (QNEC) — The
Plan recorded QNEC during the year ended June 30, 2020 of $382 to
provide for certain participants who were not given the opportunity
to contribute their elected amounts due to certain administrative
errors. There were no QNEC for the year ended June 30,
2021. 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 $1,826,064,998 and $1,520,401,045 as of June 30,
2021 and 2020, 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.
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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 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.
During 2020, there was an outbreak of the novel corona virus (COVID
19) which impacted the financial markets and the global economy.
COVID-19 has adversely affected, and may continue to adversely
affect, the financial markets and the global economy. The related
subsequent financial impact and duration cannot be reasonably
estimated at this time.
On March 27, 2020, the Coronavirus Aid, Relief and Economic
Security (CARES) Act was passed by Congress. The CARES Act
provides immediate and temporary relief for retirement plan
sponsors and their participants with respect to employer
contributions, distributions and participant loans. The provisions
of the CARES Act may be effective and operationalized immediately,
prior to amending the plan document.
The Plan has implemented the following relief provisions, however
its future effects on the Plan’s net assets available for benefits
and changes in net assets available for benefits are
uncertain.
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Coronavirus-related
distribution – ‘Qualified’ participants may take a
coronavirus-related distribution of up to $100,000 from their Plan
without a 10% early withdrawal penalty. Eligible distributions can
be taken up to December 31, 2020. Coronavirus-related distributions
may be repaid within three years.
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•
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Participant loans –
‘Qualified’ participants may elect to suspend loan repayments due
through 12/31/2020. Repayments must resume in January, 2021.
Loans will be reamortized to extend payoff period by 1 year and
will include accrued interest for suspension period.
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•
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Required minimum
distributions (RMDs) – RMDs were temporarily suspended for
2020.
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Concentrations of Investments —
Included
in investments at June 30, 2021 and 2020, are shares of P&G
common stock of $1,277,599,236 and $1,182,844,332, respectively.
This investment represents 28.3 percent and 32.3 percent of total
investments at June 30, 2021 and 2020, 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. 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 and 77 participants who elected
to withdrawal a total of $2,330,038 and $590,444 from the plan but
had not yet been paid at June 30, 2021 and 2020,
respectively.
3.
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FAIR VALUE MEASUREMENTS
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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. There have been no
changes in the methodologies used at June 30, 2021 and
2020.
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, 2021 and 2020, there were no transfers between
levels.
Common Collective Trust Funds - As
permitted by GAAP, 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 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, 2021 and 2020.
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Fair Value Measurements
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Quoted Prices in Active Markets
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For Identical Assets
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2021
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2020
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Investments measured at Fair Value -
Common
stock - Level 1
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$ 1,279,147,079
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$ 1,184,240,177
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Investments measured at NAV -
Common
Collective Trusts
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3,233,417,118
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2,473,472,841
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Total
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$ 4,512,564,197
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$ 3,657,713,018
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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 Northern Trust, BlackRock, and State Street Global
Advisors. Transactions with the recordkeeper, trustee, custodian,
and investment manager 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, 2021 and 2020, the Plan held 9,461,131 and
9,898,513 shares, respectively, of common stock of the Company, the
sponsoring employer, with a cost basis of $637,714,763 and
$622,634,585, respectively. During the years ended June 30,
2021 and 2020, the Plan recorded dividend income on Company common
stock of $31,400,795 and $30,933,083, respectively.
During the years ended June 30, 2021 and 2020, 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 $152,003,928 and $105,594,758,
respectively.
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, 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.
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FEDERAL INCOME TAX STATUS
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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 has been amended
since receiving the determination letter from the IRS. 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.
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NON-EXEMPT PARTY-IN-INTEREST TRANSACTIONS
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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. For the year ended June 30, 2020, the Company
filed Form 5330 with the IRS and paid the required excise tax on
the transaction on the remittance date below.
Remittances during the year ended June 30, 2020:
Remittance Date Due
Date Amount
January 17, 2020 October
28, 2019
$359
There were no late remittances made in the year ended June 30,
2021.
8.
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RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
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The following is a reconciliation of net assets available for
benefits per the financial statements as of June 30, 2021 and
2020, to Form 5500:
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2021
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2020
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Net assets
available for benefits per the financial
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statements
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$ 4,530,511,522
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$ 3,676,605,523
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Less
certain deemed distributions of participant loans
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(2,052,837)
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(2,015,920)
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Net assets
available for benefits per the Form 5500
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$ 4,528,458,685
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$ 3,674,589,603
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The following is a reconciliation of investment income on notes
receivable from participants per the financial statements for the
year ended June 30, 2021, to Form 5500:
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Investment income on notes receivable from participants
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$
835,961
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Less interest on deemed distribution
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(3,222)
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Interest on participant loans per the Form 5500
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$
832,739
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The following is a reconciliation of the increase in net assets per
the financial statements for the year ended June 30, 2021, to
Form 5500 net income:
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Net
increase in assets available for benefits per the financial
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statements prior to net transfers
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$ 853,774,597
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Plus
previously deemed distribution of participant loans
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192,903
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Less
certain deemed distributions of participant loans and related
interest
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(229,820)
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Net income
per the Form 5500
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$ 853,737,680
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The following is a reconciliation of benefits paid to participants
per the financial statements for the year ended June 30, 2021
to Form 5500:
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Benefits
paid to participants per the financial statements
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$ 282,257,748
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Less
previously deemed distributions of participant loans
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(192,903)
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Plus
current deemed distributions
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226,598
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Benefits
paid to participants per the Form 5500
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$ 282,291,443
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******
SUPPLEMENTAL SCHEDULE
THE PROCTER & GAMBLE SAVINGS PLAN
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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, 2021
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EIN: 31-0411980
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PLAN: 042
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Identity of Issuer
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Description of Investment
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Fair Value
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INVESTMENTS AT FAIR VALUE:
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The
Procter & Gamble Company*
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Common
stock
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$ 1,277,599,236
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The J.M.
Smucker Company
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Common
stock
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1,547,843
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Common
Collective Trusts
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BlackRock*
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US Debt
Index Non-Lendable Fund
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354,206,201
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BlackRock*
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ACWI EX-US
Index Non-Lendable
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247,234,334
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BlackRock*
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Russell
2000
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440,932,877
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BlackRock*
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Global
Equity Index Fund
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535,947,332
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BlackRock*
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Money
Market Fund
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190,349,154
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BlackRock*
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MSCI ACWI
EX-U.S. IMI Index Non-Lendable Fund F
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1,213,525,016
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State Street Global Advisors*
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SSgA US
Short Term Government/Credit Bond Index
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97,328,095
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State Street Global Advisors*
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SSgA Real
Return Ex-Natural Resources Equity Non-Lending Series Fund
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152,520,900
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Northern Trust*
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Short Term
Investment Fund
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1,373,209
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Total
Common Collective Trusts
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3,233,417,118
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Loans to participants*
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Various
participants, interest rates ranging from
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4.21% to 10.5% various maturities through December
2030**
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16,082,138
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TOTAL
INVESTMENTS
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$ 4,528,646,335
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* Denotes
party-in-interest.
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** Net of loans deemed distributed of $2,052,837
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