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) August 1, 2013

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

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

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

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

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

ITEM 7.01 REGULATION FD DISCLOSURE

On August 1, 2013, The Procter & Gamble Company (the "Company") issued a press release announcing its fourth quarter results and hosted a conference call related to those results.  The Company is furnishing on Form 8-K a series of slides referenced in the conference call, which are also posted on the Company's website. This 8-K is being furnished pursuant to Item 7.01, "Regulation FD Disclosure."

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

           August 1, 2013

EXHIBIT(S)

99.    Informational Slides Provided by The Procter & Gamble Company dated August 1, 2013.

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 Procter & Gamble's August 1, 2013 earnings call and associated slides with the reconciliation to the most closely related GAAP measure.  The measures provided are as follows: 

1.   Organic Sales Growth – page 1

2.   Core EPS – pages 2 through 3

3.   Core Operating Profit Margin – page 4

4.   Core Gross Margin – page 4

5.   Core Selling, General & Administrative Expenses (SG&A) as a % of Net Sales – page 5

6.   Core Effective Tax Rate – page 5

7.   Free Cash Flow – page 5

8.   Free Cash Flow Productivity / Adjusted Free Cash Flow Productivity – page 6

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
AMJ 2012	-1%	4%	0%	3%
JAS 2012	-4%	6%	0%	2%
OND 2012	2%	1%	0%	3%
JFM 2013	2%	1%	0%	3%
FY 2013	1%	2%	0%	3%
FY 2014 (Estimate)	1% to 2%	2%	0%	3% to 4%
FY 2010	3%	1%	-1%	3%
FY 2011	5%	0%	-1%	4%
FY 2012	3%	0%	0%	3%
Developing
FY 2013	4%	4%	0%	8%

AMJ 2013	Net Sales Growth	Foreign Exchange Impact	Acquisition/ Divestiture Impact*	Organic Sales Growth
Beauty	1%	2%	0%	3%
Grooming	-1%	3%	2%	4%
Health Care	6%	2%	-1%	7%
Fabric Care and Home Care	3%	2%	0%	5%
Baby Care and Family Care	2%	2%	0%	4%
Total P&G	2%	2%	0%	4%

United States 7% 0% 0% 7%

*Acquisition/Divestiture Impact includes rounding impacts necessary to reconcile net sales to organic sales.

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 FY 2013 holding gain on the buyout of our Iberian joint venture, FY 2013 and 2012 charges related to incremental restructuring due to increased focus on productivity and cost savings, FY 2013 charge from the balance sheet impact of the Venezuela devaluation, charges in FY’s 2013, 2012, 2011 and 2010 related to European legal matters, FY 2013 and 2012 impairment charges for goodwill and indefinite lived intangible assets, a significant benefit in FY 2011 from the settlement of U.S. tax litigation primarily related to the valuation of technology donations, a FY 2010 charge related to a tax provision for retiree healthcare subsidy payments in the U.S. healthcare reform legislation, and incremental restructuring charges in FY 2009 to offset the dilutive impact of the Folgers divestiture.  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 2013	FY 2012	FY 2011	FY 2010	FY 2009
Diluted Net Earnings Per Share - Continuing Operations	$3.86	$3.12	$3.85	$3.47	$3.35
Impairment Charges	$0.10	$0.51	-	-	-
Settlement from U.S. Tax Litigation	-	-	($0.08)	-	-
Charges for European legal matters	$0.05	$0.03	$0.10	$0.09	-
Taxation of retiree healthcare subsidy	-	-	-	$0.05	-
Incremental restructuring	$0.18	$0.20	-	-	$0.09
Gain on buyout of Iberian JV	($0.21)	-	-	-	-
Venezuela balance sheet devaluation impacts	$0.08	-	-	-	-
Rounding Impacts	($0.01)	($0.01)	-	-	($0.01)
Core EPS	$4.05	$3.85	$3.87	$3.61	$3.43
Core EPS Growth	5%	-1%	7%	5%

Quarter / Period Data:

	AMJ 13	AMJ 12
Diluted Net Earnings Per Share-Continuing Operations	$0.64	$0.74
Charges for European legal matters	$0.04	-
Impairment charges	$0.10	-
Incremental restructuring	$0.02	$0.08
Rounding impacts	($0.01)	-
Core EPS	$0.79	$0.82
Core EPS Growth	-4%

	JFM 13	JFM 12
Diluted Net Earnings Per Share	$0.88	$0.82
Snacks results of operations – Discontinued Operations	-	$(0.01)
Diluted Net Earnings Per Share-Continuing Operations	$0.88	$0.81
Venezuela balance sheet devaluation impacts	$0.08	-
Impairment charges	-	$0.01
Incremental restructuring	$0.03	$0.12
Core EPS	$0.99	$0.94
Core EPS Growth	5%

	OND 12	OND 11
Diluted Net Earnings Per Share-Continuing Operations	$1.39	$0.56
Impairment charges	-	$0.50
Charges for European legal matters	-	$0.02
Gain on buyout of Iberian JV	($0.21)	-
Incremental restructuring	$0.05	$0.01
Rounding	($0.01)	-
Core EPS	$1.22	$1.09
Core EPS Growth	12%

	JAS 12	JAS 11
Diluted Net Earnings Per Share-Continuing Operations	$0.96	$1.01
Incremental restructuring	$0.09	-
Charges for European Legal Matters	$0.01	-
Core EPS	$1.06	$1.01
Core EPS Growth	5%

	AMJ 12	AMJ 11
Diluted Net Earnings Per Share	$1.24	$0.84
Gain from snacks divestiture	($0.48)	-
Snacks results of operations – Discontinued Operations	($0.02)	($0.02)
Diluted Net EPS - Continuing Operations	$0.74	$0.82
Incremental restructuring	$0.08	-
Core EPS	$0.82	$0.82
Core EPS Growth	0%

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 Margin:

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

	AMJ 13	AMJ 12
Operating Margin	12.7%	15.2%
Incremental restructuring	0.3%	1.2%
Charges for European legal matters	0.5%	-
Impairment charges	1.5%	-
Rounding	0.1%	-
Core Operating Margin	15.1%	16.4%
Basis point change	-130

4. Core Gross Margin:

This is a measure of the Company’s gross margin adjusted for the current year charges related to incremental restructuring due to increased focus on productivity and cost savings:

	AMJ 13	AMJ 12
Gross Margin	47.5%	48.1%
Incremental restructuring	0.3%	0.5%
Rounding	(0.1%)	-
Core Gross Margin	47.7%	48.6%
Basis point change	-90

	FY 13	FY 12
Gross Margin	49.6%	49.3%
Incremental restructuring	0.3%	0.3%
Core Gross Margin	49.9%	49.6%
Basis point change	30

5. Core SG&A as a % of Net Sales:

This is a measure of the Company’s SG&A as a % of Net Sales adjusted for the current and prior year charges related to incremental restructuring due to increased focus on productivity and cost savings, the current year charge from the balance sheet impact of the Venezuela devaluation and the current and prior year charges for European legal matters:

	AMJ 13	AMJ 12
SG&A as a % Net Sales	33.2%	32.9%
Incremental restructuring	-	(0.7%)
Charges for European legal matters	(0.5%)	-
Rounding	(0.1%)	-
Core SG&A as a % Net Sales	32.6%	32.2%
Basis point change	40

	FY 13	FY 12
SG&A as a % Net Sales	32.0%	31.5%
Incremental restructuring	(0.4%)	(0.6%)
Venezuela balance sheet devaluation impacts	(0.4%)	-
Charges for European legal matters	(0.2%)	(0.1%)
Rounding	-	0.1%
Core SG&A as a % Net Sales	31.0%	30.9%
Basis point change	10

6. Core Effective Tax Rate:

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

	AMJ 2013
Effective Tax Rate	25.0%
Tax impact of charges for European legal matters	-1.0%
Tax impact of incremental restructuring	0.2%
Tax impact of impairment charges	-2.0%
Rounding	0.1%
Core Effective Tax Rate	22.3%

7. 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	Free Cash Flow
AMJ 2013	$4,392	($1,582)	$2,810
FY 2013	$14,873	($4,008)	$10,865

8. Free Cash Flow Productivity / Adjusted Free Cash Flow Productivity:

Free cash flow productivity is defined as the ratio of free cash flow to net earnings.  Adjusted free cash flow productivity is defined as the ratio of free cash flow to net earnings excluding the gains from major divestitures and impairment charges.  Given the size of these gains and the impairment charges, as well as our view that they are not part of our sustainable results, we have excluded these from our calculation.    We believe this provides a better perspective of our underlying liquidity trends.  The Company’s long-term target is to generate free cash flow at or above 90 percent of net earnings.  We view free cash flow productivity and adjusted free cash flow productivity as important measures because they are factors in determining the amount of cash available for dividends and discretionary investment.  Free cash flow productivity and adjusted free cash flow productivity are also measures used to evaluate senior management and are factors in determining their at-risk compensation.  The reconciliation of free cash flow productivity and adjusted free cash flow productivity is provided below (amounts in millions):

	Free Cash Flow	Net Earnings	Gain on buyout of Iberian JV	Impairment Charges	Net Earnings excluding Gain and Impairment	Adjusted Free Cash Flow Productivity
FY 2013	$10,865	$11,402	$623	($290)	$11,069	98%

	Free Cash Flow	Net Earnings	Free Cash Flow Productivity
FY 2013	$10,865	$11,402	95%