In accordance with the SEC's Regulation G, the following provides definitions of the non-GAAP measures used in Procter & Gamble's June 3, 2026 Deutsche Bank dbAccess Global Consumer Conference presentation, associated slides and other materials and the reconciliation to the most closely related GAAP measure. We believe that these 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. Certain of 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.
The Company is not able to reconcile its forward-looking non-GAAP cash flow measure because the Company cannot predict the timing and amounts of discrete items such as acquisition and divestitures, which could significantly impact GAAP results. Note that certain columns and rows may not add due to rounding.
The following measures are provided:
Organic sales growth - page 2
Core EPS - page 3
The Core earnings measures included in the following reconciliation tables refer to the equivalent GAAP measures adjusted as applicable for the following:
Intangible asset impairment: In fiscal 2024, the Company recognized a non-cash, after-tax impairment charge of $1.0 billion ($1.3 billion before tax) to adjust the carrying value of the Gillette intangible asset acquired as part of the Company's 2005 acquisition of The Gillette Company. In fiscal 2019, the Company recognized a one-time, non-cash, after-tax charge of $8.0 billion ($8.3 billion before tax) to adjust the carrying values of the Shave Care reporting unit. This was comprised of a before and after-tax impairment charge of $6.8 billion related to goodwill and an after-tax impairment
charge of $1.2 billion ($1.6 billion before tax) to reduce the carrying value of the Gillette indefinite-lived intangible assets.
Incremental restructuring: The Company has historically had an ongoing level of restructuring activities of approximately
$250 - $500 million before tax. In fiscal 2026, the Company started a portfolio and productivity plan to streamline its portfolio and organization to improve its cost structure and invest in growth. In fiscal 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. Beginning fiscal 2012, the Company had a strategic productivity and cost savings initiative that resulted in incremental restructuring charges through fiscal 2020. The adjustments to Core earnings include only the restructuring costs above what we believe are the normal recurring level of restructuring costs.
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.
Early debt extinguishment charge: In fiscal 2021 the company recorded after tax charges due to early extinguishment of certain long-term debt. These charges represent the difference between the reacquisition price and the par value of the debt extinguished.
Gain on dissolution of the PGT Healthcare partnership: The Company dissolved our PGT Healthcare partnership, a venture between the Company and Teva Pharmaceuticals Industries, Ltd (Teva) in the OTC consumer healthcare business, in fiscal 2019. The transaction was accounted for as a sale of the Teva portion of the PGT business and the Company recognized an after-tax gain on the dissolution.
Anti-dilutive impacts: The Shave Care impairment charges in fiscal 2019 caused certain equity instruments that are normally dilutive (and hence normally assumed converted or exercised for the purposes of determining diluted net earnings per share) to be anti-dilutive. Accordingly, for U.S. GAAP diluted earnings per share, these instruments were not assumed to be concerted or exercised. Specifically, certain of our preferred shares and share-based equity awards were not included in the
diluted weighted average common shares outstanding. As a result of the non-GAAP Shave Care impairment adjustment, these instruments are dilutive for non-GAAP earnings per share.
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 used in assessing the achievement of management goals for at-risk compensation.
Core EPS: Core net earnings per share, or Core EPS, is a measure of the Company's diluted net earnings per common share (diluted EPS) adjusted for items as indicated. We believe this non-GAAP measure provides a supplemental perspective to the Company's operating efficiency over time. This measure is 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. 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. The Company is not able to reconcile its forward-looking non-GAAP cash flow measure because the Company cannot predict the timing and amounts of discrete items such as acquisition and divestitures, which could significantly impact GAAP results.
Adjusted free cash flow productivity: Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings. 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, allocating financial resources and for budget planning purposes. This measure is also used in assessing the achievement of management goals for at-risk compensation. The Company is not able to reconcile its forward-looking non-GAAP cash flow measure because the Company cannot predict the timing and amounts of discrete items such as acquisition and divestitures, which could significantly impact GAAP results.
1. Organic sales growth: | Prior Periods | |||
Net Sales | Foreign | Acquisition/ Divestiture | Organic Sales | |
Total Company | Growth | Exchange Impact | Impact/Other* | Growth |
FY 2026 Q1-Q3 | 4% | (2%) | -% | 2% |
FY 2025 | -% | 1% | 1% | 2% |
FY 2024 | 2% | 2% | -% | 4% |
FY 2023 | 2% | 5% | -% | 7% |
FY 2022 | 5% | 2% | -% | 7% |
FY 2021 | 7% | (1)% | -% | 6% |
FY 2020 | 5% | 2% | (1)% | 6% |
*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.
Nine Months Ended March 31, 2026
Acquisition/
Net SalesGrowth
Foreign
Exchange Impact
Divestiture
Impact/Other*
Organic SalesGrowth
Grooming 5% -4% -% 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.
Total Company Net SalesGrowth
Organic SalesGuidance
Combined Foreign Exchange &Acquisition/Divestiture Impact/Other*
Organic SalesGrowth
FY 2026 (Estimate) +1% to +5% -1% -% to +4%
*Combined Foreign Exchange & Acquisition/Divestiture Impact/Other includes foreign exchange impacts, the volume and mix impact of acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales.
2. Core EPS:
Nine Months Ended March 31 FY 2026 FY 2025 Diluted EPS $5.36 $5.03Incremental restructuring 0.21 0.33
Glad joint venture agreement (0.11) -
Core EPS $5.46 $5.35Percentage change vs. prior period 2%
Note - All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction.
Prior Fiscal Years
FY 2025 FY 2024 FY 2023 FY 2022 FY 2021 FY 2020 FY 2019
Diluted EPS | $6.51 | $6.02 | $5.90 | $5.81 | $5.50 | $4.96 | $1.43 |
Intangible asset impairment | 0.42 | 3.03 | |||||
Incremental restructuring | 0.33 | 0.15 | 0.16 | 0.13 | |||
Early debt extinguishment Gain on dissolution of PGT partnership | 0.16 | (0.13) | |||||
Anti-dilutive impacts 0.06 | |||||||
Core EPS Percentage change vs. prior period Core EPS | $6.83 4% | $6.59 12% | $5.90 2% | $5.81 3% | $5.66 11% | $5.12 13% | $4.52 |
Note - All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction.
Diluted EPSGuidance
Impact of Incremental Core EPS Total CompanyGrowth
Non-Core Items
Growth
FY 2026 (Estimate) +1% to +6% -1% to -2% -% to +4%
