Procter & Gamble CompanyNYSE: PG

2026 Annual Meeting of Shareholders (2026 Annual Meeting of Shareholders Reg G)

· Issued by Procter & Gamble Company
The Procter & Gamble Company Regulation G Reconciliation of Non-GAAP Measures

The following provides definitions of the non-GAAP measures used in Procter & Gamble's ("the Company") October 13, 2026, Annual Meeting of Shareholders and the reconciliation to the most closely related GAAP measure. We believe that these non-GAAP measures provide useful perspective on underlying business trends (i.e., trends excluding non-recurring or unusual items) and results and provide a supplemental measure of year-on-year results.

The non-GAAP measures described below are used by Management in making operating decisions, allocating financial resources and for business strategy purposes. These measures may be useful to investors, as they provide supplemental information about business performance and provide investors a view of our business results through the eyes of Management. These measures are also used to evaluate senior management and are a factor in determining their at-risk compensation.

These non-GAAP measures are not intended to be considered by the user in place of the related GAAP measure, but rather as supplemental information to our business results. These non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted. Note that certain columns and rows may not add due to rounding.

The following measures are provided:

  1. Organic sales growth - page 2

  2. Core EPS and Currency-neutral Core EPS - page 2

  3. Adjusted free cash flow and adjusted free cash flow productivity - page 2

The Core earnings measures included in the following reconciliation tables refer to the equivalent GAAP measures adjusted as applicable for the following items:

  • Incremental restructuring: The Company has historically had an ongoing level of restructuring activities of approximately $250 -

    $500 million before tax. In June 2025, the Company announced a portfolio and productivity plan to streamline its portfolio and organization to improve its cost structure and invest in growth. The Company incurred over half of the costs under this plan in fiscal 2026, with the remainder expected to be incurred in fiscal 2027. In the fiscal year ended June 30, 2024, the Company started a limited market portfolio restructuring of its business operations, primarily in certain Enterprise Markets, including Argentina and Nigeria, to address challenging macroeconomic and fiscal conditions. During the period ended September 30, 2024, the Company completed this limited market portfolio restructuring with the substantial liquidation of its operations in Argentina. The adjustment to Core earnings includes the restructuring charges that exceed the normal, recurring level of restructuring charges.

  • Glad joint venture agreement: In January 2026, the Glad joint venture agreement between the Company and Clorox expired. Under the terms of the agreement, Clorox purchased the Company's minority interest in the venture at fair market value for $476 million. This transaction was accounted for as a dissolution of the Glad joint venture business and the Company recorded an after-tax gain of $261 million.

We do not view the above items to be part of our sustainable results, and their exclusion from Core earnings measures provides a more comparable measure of year-on-year results. These items are also excluded when evaluating senior management in determining their at-risk compensation.

Organic sales growth: Organic sales growth is a non-GAAP measure of sales growth excluding the impacts of acquisitions and divestitures and foreign exchange from year-over-year comparisons. We believe this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis. This measure is also used in assessing the achievement of management goals for at-risk compensation.

Core EPS and currency-neutral Core EPS: Core net earnings per share, or Core EPS, is a measure of diluted net earnings per common share (diluted EPS) excluding items that are not judged by management to be part of the Company's sustainable results or trends. Currency-neutral Core EPS is a measure of the Company's Core EPS excluding the incremental current year impact of foreign exchange. Management views these non-GAAP measures as useful supplemental measures of Company performance over time. These measures are also used in assessing the achievement of management goals for at-risk compensation.

Adjusted free cash flow: Adjusted free cash flow is defined as operating cash flow less capital spending and excluding payments for the transitional tax resulting from the 2017 U.S. Tax Act. Adjusted free cash flow represents the cash that the Company is able to generate after taking into account planned maintenance and asset expansion. We view adjusted free cash flow as an important measure because it is one factor used in determining the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investments.

Adjusted free cash flow productivity: Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings excluding the gain from the dissolution of the Glad joint venture business. We view adjusted free cash flow productivity as a useful measure to help investors understand P&G's ability to generate cash. This measure is used by management in making operating decisions, in allocating financial resources and for budget planning purposes. This measure is also used in assessing the achievement of management goals for at-risk compensation.

  1. Organic sales growth:

    Organic Sales Growth

    Fiscal Year Ended June 30, 2026

    Net Sales

    Growth

    Foreign Exchange

    Impact

    Acquisition &

    Divestiture

    Impact/Other*

    Organic Sales

    Growth

    Grooming

    4%

    (3)%

    -%

    1%

    Total Company

    3%

    (2)%

    -%

    1%

    * Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales.

    Fiscal Year Ended June 30, 2026

    Net Sales

    Growth

    Foreign Exchange

    Impact

    Acquisition &

    Divestiture

    Impact/Other*

    Organic Sales

    Growth

    First half FY2026

    2%

    (1)%

    -%

    1%

    Second half FY2026

    4%

    (2)%

    -%

    2%

    Total Fiscal Year

    3%

    (2)%

    -%

    1%

    * Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales.

  2. Core EPS and Currency-neutral Core EPS:

    Core EPS and Currency-Neutral Core EPS

    Fiscal Years Ended June 30

    2026 2025

    Diluted Net Earnings Per Common Share from Continuing Operations,

    attributable to P&G

    $6.62

    $6.51

    Incremental restructuring

    0.37

    0.33

    Glad joint venture agreement

    (0.11)

    -

    Core EPS

    $6.89

    $6.83

    Core EPS growth vs prior year

    1%

    Currency Impact to Earnings

    (0.09)

    Currency-Neutral Core EPS

    Percentage change vs. prior period Core EPS

    $6.80

    -%

    Note - All reconciling items are presented net of tax. Tax effects are calculated consistently with the nature of the underlying transaction.

  3. Adjusted free cash flow and Adjusted free cash flow productivity (dollar amounts in millions):

Fiscal Year Ended June 30, 2026

Operating Cash Flow

Capital Spending

2017 U.S.

Tax Act Payments

Adjusted Free Cash Flow

Net Earnings

Adjustments to Net Earnings(1)

Net Earnings as Adjusted

Adjusted Free Cash Flow Productivity

$19,556

$(4,409)

$688

$15,835

$16,144

$(261)

$15,883

100%

(1) Adjustments to Net Earnings relate to the gain from the dissolution of the Glad joint venture business in fiscal 2026.

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