8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported) February 23, 2012

THE PROCTER & GAMBLE COMPANY

(Exact name of registrant as specified in its charter)

Ohio	1-434	31-0411980
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Procter & Gamble Plaza, Cincinnati, Ohio	45202
(Address of principal executive offices)	Zip Code

(513) 983-1100	45202
(Registrant's telephone number, including area code)	Zip Code

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4))

ITEM 7.01 REGULATION FD DISCLOSURE

On February 23, 2012, The Procter & Gamble Company (the "Company") participated in the Consumer Analyst Group of New York annual conference.  Pursuant to Item 7.01, "Regulation FD Disclosure," the Company is furnishing on this Form 8-K a series of slides referenced in the Company's remarks at the conference. Presentation slides are also posted on the Company's website.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

THE PROCTER & GAMBLE COMPANY

 BY: /s/ Susan S. Whaley           

  Susan S. Whaley

  Assistant Secretary

  February 23, 2012

EXHIBIT(S)

99.    Informational Slides Provided by The Procter & Gamble Company dated February 23, 2012.

EX-99

The Procter & Gamble Company: Reg G Reconciliation of Non-GAAP measures

In accordance with the SEC’s Regulation G, the following provides definitions of the non-GAAP measures used in the earnings call and slides with the reconciliation to the most closely related GAAP measure.  The measures provided are as follows:

1.   Organic Sales Growth – pages 1 and 2

2.   Core EPS – pages 2 and 3

3.   Core Operating Profit Growth – page 3

4.   Core Selling, general and administrative expense (SG&A) – page 4

5.   Free Cash Flow – page 4

Note—where indicated, 1H means “first half” and 2H means “second half”.

1. Organic Sales Growth:

Organic sales growth is a non-GAAP measure of sales growth excluding the impacts of acquisitions, divestitures and foreign exchange from year-over-year comparisons.  We believe this provides investors with a more complete understanding of underlying sales trends by providing sales growth on a consistent basis.  Organic sales is also one of the measures used to evaluate senior management and is a factor in determining their at-risk compensation.  The reconciliation of reported sales growth to organic sales is as follows:

Total P&G	Net Sales Growth	Foreign Exchange Impact	Acquisition/ Divestiture Impact*	Organic Sales Growth
JAS 06	27%	-1%	-20%	6%
OND 06	8%	-3%	0%	5%
JFM 07	8%	-2%	0%	6%
AMJ 07	8%	-3%	0%	5%
JAS 07	8%	-3%	0%	5%
OND 07	9%	-5%	1%	5%
JFM 08	9%	-5%	1%	5%
AMJ 08	10%	-6%	1%	5%
JAS 08	9%	-5%	1%	5%
Average–JAS 06-JAS 08	11%	-4%	-2%	5%
OND 08	-3%	5%	0%	2%
JFM 09	-8%	9%	0%	1%
AMJ 09	-11%	9%	1%	-1%
JAS 09	-6%	7%	1%	2%
Average–OND 08-JAS 09	-7%	8%	0%	1%
OND 09	6%	-2%	1%	5%
JFM 10	7%	-3%	0%	4%
AMJ 10	5%	-1%	0%	4%
JAS 10	2%	3%	-1%	4%
OND 10	2%	2%	-1%	3%
JFM 11	5%	-1%	0%	4%
AMJ 11	10%	-5%	0%	5%
JAS 11	9%	-5%	0%	4%
OND 11	4%	0%	0%	4%
Average–OND 09-OND 11	5%	-1%	0%	4%
JFM 12 (Estimate)	0% to 2%	3%	0%	3% to 5%
AMJ 12 (Estimate)	-1% to 2%	5% to 4%	0%	4% to 6%

2. Core EPS:  This is a measure of the Company’s diluted net earnings per share from continuing operations excluding certain items that are not judged to be part of the Company’s sustainable results or trends.  This includes current year impairment charges for goodwill and indefinite lived intangible assets, current year charges related to incremental restructuring charges due to increased focus on productivity and cost savings, a significant benefit in FY 2011 from the settlement of U.S. tax litigation primarily related to the valuation of technology donations, charges in FY’s 2012, 2011 and 2010 related to European legal matters, a FY 2010 charge related to a tax provision for retiree healthcare subsidy payments in the U.S. healthcare reform legislation, incremental restructuring charges in FY 2009 to offset the dilutive impact of the Folgers divestiture, and significant adjustments to tax reserves in FY 2008.  We believe the Core EPS measure provides an important perspective of underlying business trends and results and provides a more comparable measure of year-on-year earnings per share growth.  Core EPS is also one of the measures used to evaluate senior management and is a factor in determining their at-risk compensation.  The tables below provide a reconciliation of diluted net earnings per share to Core EPS:

Fiscal Year Data:	FY 2011	FY 2010	FY 2009	FY 2008
Diluted Net Earnings Per Share - Continuing Operations	$3.93	$3.53	$3.39	$3.40
Settlement from U.S. Tax Litigation	($0.08)	-	-	-
Charges for European Legal Matters	$0.10	$0.09	-	-
Charge for Taxation of Retiree Healthcare Subsidy	-	$0.05	-	-
Incremental Folgers-related Restructuring Charges	-	-	$0.09	-
Significant Adjustments to Tax Reserves	-	-	-	($0.14)
Rounding Impacts			($0.01)	-
Core EPS	$3.95	$3.67	$3.47	$3.26
Core EPS Growth	8%	6%	6%

	JFM 12 (Est.)	JFM 11
Diluted Net Earnings Per Share	$0.81 to $0.87	$0.96
Snacks Dilution	($0.02)	($0.02)
Incremental Restructuring	$0.10	-
Core EPS	$0.89 to $0.95	$0.94
Core EPS Growth	-5% to 1%

	FY 2012 (Est.)	FY 2011
Diluted Net Earnings Per Share	$3.77 to $3.93	$3.93
One-time gain from snacks divestiture	($0.47) to ($0.50)
Impairment charges	$0.50	-
Charges for European legal matters	$0.02	$0.10
Settlement from U.S. tax litigation	-	($0.08)
Snacks Dilution	($0.07)	($0.07)
Incremental restructuring	$0.18 to $0.15	-
Core EPS	$3.93 to $4.03	$3.88
Core EPS Growth	1% to 4%

Note – All reconciling items are presented net of tax.  Tax effects are calculated consistent with the nature of the underlying transaction.  The charge for the significant settlement from U.S. tax litigation is tax expense.

3. Core Operating Profit Growth:

This is a measure of the Company’s operating profit growth adjusted for the current year impairment charges for goodwill and indefinite lived intangible assets, current year charges related to incremental restructuring charges due to increased focus on productivity and cost savings, and charges in current and prior year related to the European legal matters:

	2H FY 2012 (Est.)	1H FY 2012	2H FY 2011	1H FY 2011
Operating Profit Growth	0% to 7%	-19%	2%	-4%
Impairment charges	-	18%	-	-
Charges for European legal matters	-	-3%	-	-
Incremental restructuring	10% to 8%	-	-	-
Rounding	-	-	-	1%
Core Operating Profit Growth	10% to 15%	-4%	2%	-3%

4. Core Selling, general and administrative expense (SG&A):

This is a measure of the Company’s SG&A expenses adjusted for charges related to European legal matters (amounts in millions):

	FY 2011
Selling, general and administrative expense	$25,973
Charges for European legal matters	($303)
Core SG&A	$25,670

5. Free Cash Flow:

Free cash flow is defined as operating cash flow less capital spending.  We view free cash flow as an important measure because it is one factor in determining the amount of cash available for dividends and discretionary investment.  Free cash flow is also one of the measures used to evaluate senior management and is a factor in determining their at-risk compensation.  The reconciliation of free cash flow is provided below (amounts in millions):

	Operating Cash Flow	Capital Spending	Tax Payment on Divestitures	Adjusted Free Cash Flow	Net Earnings	Divestiture Gain	Net Earnings excluding Divestiture Gain	Free Cash Flow Productivity
FY ‘06	$11,372	($2,667)		$8,705	$8,684		$8,684	100%
FY ‘07	$13,410	($2,945)		$10,465	$10,340		$10,340	101%
FY ‘08	$15,008	($3,046)		$11,962	$12,075		$12,075	99%
FY ‘09	$14,983	($3,238)		$11,745	$13,522	$2,011	$11,511	102%
FY ‘10	$16,131	($3,067)	$980	$14,044	$12,846	$1,585	$11,261	125%
FY ‘11	$13,330	($3,306)		$10,024	$11,927		$11,927	84%