Colgate-Palmolive (CL) 10-K risk factor changes: FY2018 vs FY2017

We operate on a global basis serving consumers in more than 200 countries and territories with approximately [removed: 75%] [added: 70%] of our Net sales originating in markets outside the U.S. While geographic diversity helps to reduce our exposure to risks in any one country or part of the world, it also means that we are subject to the full range of risks associated with significant international operations, including, but not limited to:

| ▪ | political or economic instability, [added: geopolitical events, environmental events, natural disasters,] social or labor unrest or changing macroeconomic conditions in our markets, including as a result of volatile commodity prices, including the price of oil; |

| ▪ | lack of [removed: well-established or] [added: well-established,] reliable [added: and/or impartial] legal systems in certain countries where we [removed: operate;] [added: operate and difficulties in enforcing contractual, intellectual property or other legal rights;] |

| ▪ | foreign ownership [added: and investment] restrictions and the potential for nationalization or expropriation of property or other resources; and |

| ▪ | [added: changes to trade policies and agreements and] other foreign or domestic legal and regulatory requirements, including those resulting in potentially adverse tax consequences or the imposition of onerous trade restrictions and/or tariffs, [added: sanctions,] price controls, labor laws, travel or immigration restrictions, profit controls or other government controls. |

[removed: These] [added: All of the foregoing] risks could have a significant impact on our ability to sell our products on a competitive basis [added: in international markets] and may adversely affect our business, results of operations, cash flows and financial condition.

However, the impact of these measures may not fully offset any negative impact of foreign currency rate movements on our [removed: business and] [added: business,] results of [removed: operations.][added: operations, cash flows and financial condition.]

We face [removed: this] competition in several aspects of our business, [removed: including, but not limited to, the pricing of products,] [added: including pricing,] promotional activities, new product introductions and expansion into new [removed: geographies.][added: geographies and channels.]

Some of our competitors may spend more aggressively on [added: or have more effective] advertising and promotional activities than we do, introduce competing products more quickly and/or respond more effectively to changing [added: consumer preferences and] business and economic conditions.

Such legal and regulatory requirements apply to most aspects of our products, including their development, ingredients, manufacture, packaging, labeling, storage, transportation, distribution, export, import, [removed: advertising] [added: advertising, sale] and [removed: sale.][added: environmental impact.]

[removed: Also,] [added: In addition,] our selling practices are regulated by competition law authorities in the U.S. and abroad.

Triclosan, an ingredient [added: that was] used by us in [added: the manufacture of] Colgate Total [removed: toothpaste,] [added: toothpaste until the first quarter of 2019,] is an example of an ingredient that has undergone [added: and is undergoing] reviews by various regulatory authorities worldwide, both by itself and in the context of its use in specific products or types of products.

A decision by a regulatory or governmental authority that [removed: triclosan, or] any [removed: other] of our ingredients, should not be used in certain consumer products or should otherwise be newly regulated, could adversely impact our [removed: business,] [added: business and reputation,] as could negative reactions by our consumers, trade customers or non-governmental organizations to our [added: current or prior] use of such ingredients.

Because of our extensive international operations, we could be adversely affected by violations of [added: worldwide anti-bribery laws, including those that prohibit companies and their intermediaries from making improper payments to government officials or other third parties for] the [added: purpose of obtaining or retaining business, such as the] U.S. Foreign Corrupt Practices Act (the [removed: “FCPA”)] [added: “FCPA”),] and [removed: similar worldwide anti-bribery laws.][added: laws that prohibit commercial bribery.]

Increasing dependence on key retailers in developed markets, changes in the policies of our retail trade customers, the emergence of [removed: new sales] [added: alternative retail] channels and the [removed: growing presence of e-commerce retailers] [added: rapidly changing retail landscape] may adversely affect our business.

Our products are sold in a highly competitive global marketplace which has experienced increased trade concentration and the growing presence of large-format [removed: retailers] [added: retailers, discounters] and [removed: discounters.][added: e-commerce retailers.]

With the growing trend toward retail trade consolidation, [added: the rapid growth of e-commerce and the integration of traditional and digital operations at key retailers,] we are increasingly dependent on [removed: key] [added: certain] retailers, and some of these retailers, [removed: including large-format retailers,] may have greater bargaining strength than we do.

In addition, [removed: private label] [added: “private label”] products sold by retail [removed: trade chains,] [added: customers,] which are typically sold at lower prices than branded products, are a source of competition for certain of our [removed: product lines.][added: products.]

The identification, development and introduction of innovative new products and line extensions involve considerable [removed: costs,] [added: costs] and [added: effort, and] any new product or line extension may not generate sufficient customer and consumer interest and sales to become a profitable product or to cover the costs of its development and promotion.

Our restructuring program, which we refer to as the “Global Growth and Efficiency Program,” [removed: is ongoing.][added: commenced in the fourth quarter of 2012 and runs through December 31, 2019.]

While implementation of the Global Growth and Efficiency Program [added: remains on track and] is [removed: well underway] [added: in its final year] and [removed: many] [added: most] of the initiatives under the program have been successfully implemented or are nearing completion, the successful implementation of the remainder of the program [removed: presents] [added: may present] significant organizational challenges and, in some cases, may require successful negotiations with third parties.

[removed: Adverse] [added: Such negative] publicity [removed: about us, our brands, our supply chain or our ingredients regarding] [added: could relate to, among other things,] health concerns, [removed: legal] [added: threatened] or [added: pending litigation or] regulatory proceedings, environmental impacts (including packaging, energy and water use and waste management) or other sustainability or policy [removed: issues, whether or not deserved, could jeopardize our reputation.][added: issues.]

Negative publicity, posts or comments on social media about us, our [removed: brands] [added: brands, our products] or our [removed: products,] [added: employees,] whether true or untrue, could damage our brands and our reputation.

Raw and packaging material commodities such as resins, pulp, essential oils, tropical oils, tallow, poultry, corn and soybeans are subject to [removed: wide] [added: market] price variations.

Increases in the costs [removed: and] [added: and/or a reduction in the] availability of [removed: these commodities] [added: commodities, energy] and [removed: the costs of energy,] transportation and other necessary services have affected and may continue to adversely affect our profit [removed: margins if we are unable to pass along such higher costs in the form of price increases or otherwise achieve cost efficiencies, such as in manufacturing and distribution.][added: margins.]

As a global company serving consumers in more than 200 countries and territories, we may be subject to a wide variety of legal claims and proceedings, including disputes relating to intellectual property, contracts, product liability, marketing, advertising, foreign exchange controls, antitrust and trade regulation, as well as labor and employment, pension, [removed: privacy,] [added: data privacy and security,] environmental and tax matters and consumer class actions.

In addition, if one of our products, or [removed: a raw material] [added: an ingredient] contained in our products, is perceived or found to be defective or unsafe, we may need to recall [added: or reformulate] some of our products.

Whether or not a legal claim or proceeding is successful, or a recall [added: or reformulation] is required, such assertions could have an adverse effect on our business, results of operations, cash flows and financial condition, and the negative publicity surrounding them could harm our reputation and brand image.

| ▪ | natural disasters, including climatic events [added: (including any potential effect of climate change)] and earthquakes, acts of war or [removed: terrorism] [added: terrorism, political unrest, fires or explosions] and other external factors over which we have no control. |

In addition, as a result of our [removed: clustering of single-country subsidiaries into regional commercial hubs and our implementation of a] global shared service organizational model, certain of our functions, such as marketing, finance and accounting, customer service and logistics, and human resources, [removed: have become more] [added: are] concentrated in key office facilities.

A cyber-security incident, data breach or a failure of a key information technology system could adversely impact our [removed: business or reputation.][added: business.]

We rely extensively on information technology systems (“IT Systems”), including some which are managed, hosted, provided and/or used by third [removed: parties] [added: parties, including cloud-based service providers,] and their vendors, in order to conduct our business.

| ▪ | receiving and processing orders from and shipping products to our [removed: customers;] [added: customers and consumers;] |

| ▪ | hosting, processing and sharing confidential and proprietary research, [added: intellectual property,] business plans and financial information; |

Cyber-attacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by [removed: groups and] [added: groups,] individuals [added: and nation states] with a wide range of expertise and motives.

[removed: Recent] [added: Unfavorable] global economic [removed: trends pose challenges to] [added: conditions, such as a recession, economic slowdown and/or reduced category growth rates, could negatively impact] our business and could result in declining revenues, profitability and cash flows.

Although we continue to devote significant resources to support our brands and market our products at multiple price points, during periods of economic uncertainty consumers may reduce consumption or switch to [added: “private label” or] economy brands, which could reduce sales volumes of our products or result in a shift in our product mix from higher margin to lower margin product offerings.

Additionally, [added: our] retailers may [added: be impacted and they may] increase pressure on our selling prices or increase promotional activity for lower-priced or value offerings as they seek to maintain sales volumes and margins.

While we currently generate significant cash flows from ongoing operations and have access to global credit markets through our various financing activities, a disruption in the credit [removed: markets] [added: markets, interest rate increases or changes to our credit ratings] could negatively impact the availability or cost of funding.

In addition, if any financial institutions that hold our cash or other investments or that are parties to our [added: undrawn] revolving credit [removed: facilities] [added: facility] supporting our commercial paper program or other financing arrangements, such as interest [removed: rate or] [added: rate,] foreign exchange [added: or commodity] hedging instruments, were to declare bankruptcy or become insolvent, they may be unable to perform under their agreements with us.

In addition, a number of these risks may adversely impact consumer confidence and consumption, which could reduce sales volumes of our products or result in a shift in our product mix from higher margin to lower margin product offerings.

In addition, the United Kingdom’s decision to leave the European Union (“Brexit”) has created legal and economic uncertainty.

If no deal is reached between the United Kingdom and the European Union by March 29, 2019, we could experience disruptions to trade and the free movement of goods to and from the United Kingdom and increased foreign exchange volatility with respect to the British pound though we do not believe Brexit will have a material impact on our business, result of operations, cash flows or financial condition.

In addition, the substantial growth in e-commerce has encouraged the entry of new competitors and business models.

In addition, the retail landscape in many of our markets continues to be impacted by the rapid growth of e-commerce retailers, changing consumer preferences (as consumers increasingly shop online) and the emergence of alternative retail channels, such as subscription services and direct-to-customer businesses.

The rapid growth in e-commerce and emergence of alternative retail channels may create pricing pressures and/or adversely affect our relationships with our key retailers.

If we are not successful in adapting or effectively reacting to changes in consumer preferences and market dynamics and/or expanding sales through e-commerce retailers and other alternative retail channels, our business, results of operations, cash flows and financial condition could be adversely affected.

Negative publicity about us, our brands, our products, our supply chain, our ingredients or our employees, whether or not deserved, could jeopardize our reputation.

If commodity and other cost increases continue in the future and we are unable to pass along such higher costs in the form of price increases, achieve cost efficiencies, such as in manufacturing and distribution, or otherwise manage the exposure through sourcing strategies, ongoing productivity initiatives and the limited use of commodity hedging contracts, our business, results of operations, cash flows and financial condition could be adversely impacted.

In addition, even if we are able to increase the prices of our products in response to commodity and other cost increases, we may not be able to sustain the price increases.

Also, sustained price increases may lead to declines in volume as competitors may not adjust their prices or consumers may decide not to pay the higher prices, which could lead to sales declines and loss of market share and could adversely affect our business, results of operations, cash flows and financial condition.

The resolution of, or increase in the reserves taken in connection with, one or more of these matters in any reporting period could have a material adverse effect on our business, results of operations, cash flows and financial condition for that period.

| ▪ | collecting, storing transferring and/or processing customer, consumer, employee, vendor, investor and other stakeholder information and personal data, including such data from residents of the European Union who are covered by the General Data Protection Regulation and residents of the State of California who will be covered by the California Consumer Privacy Act of 2018, which goes into effect on January 1, 2020; |

| ▪ | summarizing and reporting results of operations, including financial reporting; |

| ▪ | managing our banking and other cash liquidity systems and platforms; |

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Tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes could negatively impact our business.

We are subject to taxes in the U.S. and in the foreign jurisdictions where we do business.

Due to economic and political conditions, tax rates in the U.S. and various foreign jurisdictions have been and may be subject to significant change.

Changes in the mix of our earnings from countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, including how existing tax laws are interpreted or enforced, or contemplated changes in long-standing tax principles, if finalized and adopted, could adversely impact our future effective tax rate and business, results of operations, cash flows and financial condition.

For example, longstanding international tax norms that determine each country’s jurisdiction to tax cross-border international trade are evolving as a result of the Base Erosion and Profit Shifting reporting requirements (“BEPS”) recommended by the G8, G20 and Organization for Economic Cooperation and Development.

In connection with BEPS, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in countries outside of the U.S. As these and other tax laws and related regulations change, our business, results of operations, cash flows and financial condition could be materially impacted.

For more information regarding U.S. tax reform, see Note 11, Income Taxes to the Condensed Consolidated Financial Statements.

Furthermore, we are subject to regular reviews, examinations and audits by the Internal Revenue Service and other taxing authorities with respect to taxes inside and outside of the U.S. Although we believe our tax positions are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties, in excess of reserves.

The payment of such additional amounts upon final adjudication of any disputes could adversely impact our business, results of operations, cash flows and financial condition.

Climate change may have an adverse impact on our business and results of operations.

It has been reported that carbon dioxide and other greenhouse gases in the atmosphere have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters.

The predicted effects of climate change may also exacerbate challenges regarding the availability and quality of water.

In addition, concern over climate change may result in new or additional legal and regulatory requirements to reduce or mitigate the effects of climate change on the environment.

Despite our sustainability efforts, any failure to achieve our sustainability goals to reduce our impact on the environment or the perception (whether or not valid) that we have failed to act responsibly with respect to the environment or to effectively respond to new or additional legal or regulatory requirements regarding climate change could result in adverse publicity and adversely affect our business and reputation.

There is also increased focus, including by governmental and non-governmental organizations, investors, customers, consumers and other stakeholders on these and other sustainability matters, including deforestation and the use of plastic, energy and water.

Our reputation could be damaged if we do not (or are perceived not to) act responsibly with respect to sustainability matters, which could adversely affect our business, results of operations, cash flows and financial condition.

In the U.S., Colgate Total toothpaste is subject to the FDA’s rigorous New Drug Application (“NDA”) process for safety and efficacy.

Effective September 2017, the FDA restricted the use of 19 active ingredients, including triclosan and triclocarban, in antibacterial consumer soaps in the U.S. Our consumer soaps do not contain triclosan or triclocarbon.

Some states and municipalities in the U.S. have proposed, and Minnesota has passed, legislation banning the sale of certain consumer products containing triclosan.

The Minnesota legislation does not cover Colgate Total toothpaste.

In November 2016, the Canadian government finalized its review of the potential human and environmental risks of triclosan, concluding that triclosan does not enter the environment in quantities or conditions that pose a danger in Canada to human life or health, and that triclosan is neither bioaccumulative nor persistent, but that triclosan could be entering the environment at levels that could potentially cause harm to some aquatic organisms.

The Canadian government is now working with stakeholders to ensure triclosan remains under a level it has determined to be safe, and we will participate in this process.

Triclosan is also currently being evaluated under the European Union’s Regulation for the Registration, Evaluation, Authorization and Restriction of Chemicals, which evaluation process is expected to take several years to complete.

The FCPA and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to government officials or other third parties for the purpose of obtaining or retaining business.

The emergence of new sales channels for our products may affect, and the growing presence of e-commerce retailers have affected and may continue to affect, consumer preferences and market dynamics and could also adversely impact our business, results of operations, cash flows and financial condition.

As a result, fluctuations in such prices and costs could have a material adverse effect on our business, results of operations and financial condition.

| ▪ | collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data; |

Within these segments, the Company follows a closely defined business strategy to [removed: develop] [added: grow our key product categories] and increase [added: our overall] market [removed: leadership positions in key product categories.][added: share.]

[removed: These product] [added: Within the] categories [removed: are prioritized] [added: in which the Company competes, the Company prioritizes its efforts] based on their capacity to maximize the use of the organization’s core competencies and strong global equities and to deliver sustainable long-term growth.

Approximately [removed: 75%] [added: 70%] of the Company’s Net sales are generated from markets outside the U.S., with approximately 50% of the Company’s Net sales coming from emerging markets (which consist of Latin America, Asia (excluding Japan), Africa/Eurasia and Central Europe).

The Oral, Personal and Home Care product segment is managed geographically in five reportable operating segments: North America, Latin America, Europe, Asia Pacific and Africa/Eurasia, all of which sell to a variety of [removed: retail] [added: traditional] and [removed: wholesale customers] [added: e-commerce retailers, wholesalers] and distributors.

The Company, through Hill’s Pet Nutrition, also competes on a worldwide basis in the pet nutrition market, selling its products principally through authorized pet supply [removed: retailers] [added: retailers, veterinarians] and [removed: veterinarians.][added: e-commerce retailers.]

These indicators include market share, net sales (including volume, pricing and foreign exchange components), organic sales growth (net sales growth excluding, as applicable, the impact of foreign exchange, acquisitions, [removed: divestments] and [removed: the deconsolidation of the Company’s Venezuelan operations),] [added: divestments),] a non-GAAP financial measure, and gross profit margin, operating profit, net income and earnings per share, in each case, on a GAAP and non-GAAP basis, as well as measures used to optimize the management of working capital, capital expenditures, cash flow and return on capital.

The Company seeks to capture significant opportunities for growth by identifying and meeting consumer needs within its core categories, through its focus on innovation and the deployment of valuable consumer and shopper insights in the development of successful new products regionally, which [removed: are] [added: can] then [added: be] rolled out on a global basis.

To enhance these efforts, the Company has developed key initiatives to build strong relationships with consumers, [removed: dental and] [added: dental,] veterinary [added: and skin care] professionals and [removed: retail customers.][added: traditional and e-commerce retailers.]

Beginning in 2018, the TCJA also requires a minimum tax on certain [removed: future] earnings generated by foreign subsidiaries while providing for [removed: future] tax-free repatriation of such earnings through a 100% dividends-received deduction.

[removed: The] [added: As a result of the enactment of the TCJA, in the fourth quarter of 2017, the] Company recorded a provisional charge of $275 based on its initial analysis of the TCJA using [removed: available] information and [removed: estimates.][added: estimates available as of February 15, 2018, the date on which the Company filed its Annual Report on Form 10-K for the year ended December 31, 2017.]

Refer to “Results of [removed: Operations – Income] [added: Operations–Income] Taxes” below for additional details.

The Company recognized a pretax gain of $97 ($63 [removed: aftertax gain)] [added: aftertax)] in the third quarter of 2016, net of costs primarily related to site preparation.

See Note [removed: 14, Venezuela] [added: 11, Income Taxes] to the Consolidated Financial [removed: Statements] [added: Statements,] for additional details.

The [removed: Company is in the midst of a] [added: Company’s] restructuring program known as the “Global Growth and Efficiency [removed: Program,” which following the most recent expansion and extension approved by the Company’s Board of Directors on October 26, 2017,] [added: Program”] runs through December 31, 2019.

Implementation of the Global Growth and Efficiency Program remains on [removed: track.][added: track and is in its final year.]

Savings, substantially all of which are expected to increase future cash flows, are projected to be in the range of [removed: $560] [added: $590] to $635 pretax [removed: ($500] [added: ($550] to $575 aftertax) annually, once all projects are approved and implemented.

Cumulative pretax charges resulting from the Global Growth and Efficiency Program, once all phases are approved and implemented, are estimated to be in the range of [removed: $1,730] [added: $1,820] to [removed: $1,885 ($1,280] [added: $1,870 ($1,350] to $1,380 aftertax).

In [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] the Company incurred aftertax costs of [removed: $246, $168] [added: $125, $246] and [removed: $183,] [added: $168,] respectively, [removed: associated with] [added: resulting from] the Global Growth and Efficiency Program.

Looking forward, the Company expects global macroeconomic and market conditions to remain [removed: highly challenging and category growth rates around the world to continue to be slow.][added: challenging.]

The Company has also been negatively affected by changes in the policies or practices of its retail trade customers in key markets, such as inventory [removed: de-stocking.][added: de-stocking, limitations on access to shelf space or delisting of the Company’s products.]

[removed: Given] [added: In addition, given] that approximately [removed: 75%] [added: 70%] of the Company’s Net sales originate in markets outside the U.S., the Company has experienced and may continue to experience volatile foreign currency fluctuations and high raw and packaging material costs.

[removed: The] [added: In summary, the] Company believes it is well prepared to meet the challenges ahead due to its strong financial condition, experience operating in challenging environments and continued focus on the Company’s key priorities: growing sales through engaging with consumers, developing world-class innovation and working with retail partners; driving efficiency on every line of the income statement to increase margins; generating strong cash flow performance and utilizing that cash effectively to enhance total shareholder [removed: returns;] [added: return;] and leading to win by staying true to the Company’s culture and focusing on its stakeholders.

Organic sales (Net sales excluding, as applicable, the impact of foreign exchange, [removed: acquisitions, divestments] [added: acquisitions] and [removed: the deconsolidation of the Company’s Venezuelan operations),] [added: divestments),] a non-GAAP financial measure as discussed below, increased [removed: 1.0%] [added: 0.5%] in [removed: 2017.][added: 2018.]

Net sales in the Oral, Personal and Home Care product segment were [removed: $13,162] [added: $13,156] in [added: 2018, even with] 2017, [removed: up 2.0% from 2016, driven by] [added: as] volume growth of [removed: 0.5%,] [added: 1.0% and] net selling price increases of 0.5% [removed: and positive] [added: were offset by negative] foreign exchange of [removed: 1.0%.][added: 1.5%.]

Organic sales in the Oral, Personal and Home Care product segment [removed: increased 1.0%] in [added: 2018 were even with] 2017.

The [removed: increase] [added: decrease] in organic sales in [removed: 2017] [added: Latin America in 2018] versus [removed: 2016] [added: 2017] was driven by [removed: an increase] [added: declines] in Oral Care [added: and Personal Care] organic sales, partially offset by [removed: a decline] [added: an increase] in [removed: Personal Care and] Home Care organic sales.

The increase in Oral Care organic sales was [added: primarily] due to organic sales growth in the toothpaste category.

The decrease in Personal Care organic sales was [removed: primarily] due to declines in organic sales in the [removed: underarm protection, liquid hand] [added: bar] soap and [removed: shampoo] [added: underarm protection] categories, which were partially offset by organic sales growth in the shower gel [removed: and bar soap categories.][added: category.]

The [removed: decrease] [added: increase] in the Home Care organic sales was primarily due to [removed: declines in] organic sales [removed: in the hand dish category, partially offset by organic sales] growth in the liquid cleaners and fabric [removed: conditioner] [added: softener] categories.

The Company’s share of the global toothpaste market was [removed: 43.3%] [added: 42.0%] for full year [removed: 2017,] [added: 2018,] down [removed: 0.4] [added: 1.3] share points from full year [removed: 2016,] [added: 2017,] and its share of the global manual toothbrush market was [removed: 32.6%] [added: 32.3%] for full year [removed: 2017,] [added: 2018,] down [removed: 0.5] [added: 0.7] share points from full year [removed: 2016.][added: 2017.]

Full year [removed: 2017] [added: 2018] market shares in toothpaste were [removed: up in Africa/Eurasia and] down in North America, Latin America, [removed: Europe and] [added: Europe,] Asia Pacific [added: and Africa/Eurasia] versus full year [removed: 2016.][added: 2017.]

In the manual toothbrush category, full year [removed: 2017] [added: 2018] market shares were up in [added: North America and] Africa/Eurasia and down in [removed: North America,] Latin America, Europe and Asia Pacific versus full year [removed: 2016.][added: 2017.]

Net sales for Hill’s Pet Nutrition were [removed: $2,292] [added: $2,388] in [removed: 2017,] [added: 2018,] an increase of [removed: 1.0%] [added: 4.0%] from [removed: 2016, as] [added: 2017, driven by volume growth of 1.5%,] net selling price increases of [removed: 1.5%] [added: 2.0%] and positive foreign exchange of [removed: 0.5% were partially offset by volume declines of 1.0%.][added: 0.5%.]

Organic sales for Hill’s Pet Nutrition increased [removed: 0.5%] [added: 3.5%] in [removed: 2017.][added: 2018.]

The increase in organic sales in [removed: 2017] [added: 2018] versus [removed: 2016] [added: 2017] was due to [removed: an increase] [added: increases] in organic sales in the Prescription Diet [removed: category,] [added: and Advanced Nutrition categories,] partially offset by a decline in organic sales in the [removed: Advanced Nutrition and] Naturals [removed: categories.][added: category.]

[removed: Worldwide Net sales were $15,195 in 2016, down 5.0% from 2015, as net selling price increases of 2.5% were more than offset by volume] [added: Volume] declines of [removed: 3.0%] [added: 2.5%] and negative foreign exchange of [removed: 4.5%.][added: 6.5% were partially offset by net selling price increases of 1.5%.]

Organic sales increased [removed: 4.0%] [added: 1.0%] in [removed: 2016.][added: 2017.]

Excluding these charges in both periods, Gross profit increased to $9,355 in 2017 from $9,169 in 2016, reflecting an increase of $156 resulting from higher Net sales and an increase of $30 resulting from higher Gross profit [removed: margin, which also excludes charges related to the Global Growth and Efficiency Program.][added: margin.]

Excluding charges related to the Global Growth and Efficiency Program in both periods, Gross profit margin increased by 20 [removed: basis points (bps)] [added: bps] to 60.5% in 2017, from 60.3% in 2016.

Worldwide Gross profit margin [removed: increased] [added: decreased] to [removed: 60.0%] [added: 59.4%] in [removed: 2016] [added: 2018] from [removed: 58.6%] [added: 60.0%] in [removed: 2015.][added: 2017.]

In addition, the Company has enhanced its digital marketing capabilities and intends to broaden its e-commerce offerings, including direct-to-consumer and subscription services.

In January 2018, the Company acquired all of the outstanding equity interests of Physicians Care Alliance, LLC (“PCA Skin”) and Elta MD Holdings, Inc. (“Elta MD”), professional skin care businesses, for aggregate cash consideration of approximately $730.

With these acquisitions, the Company entered the professional skin care category, which complements its existing global personal care businesses.

See Note 3, Acquisitions and Divestitures to the Consolidated Financial Statements for additional information.

During 2018, the Company finalized its assessment of the impact of the TCJA and recognized an additional tax expense of $80 reflecting the impact of transition tax guidance issued by the U.S. Treasury and the update of certain estimates and calculations based on information available through the end of 2018.

Any further guidance issued after December 31, 2018 may have an impact to the Company’s Provision for income tax in the period such guidance is effective.

Effective January 1, 2018, as required by the Financial Accounting Standards Board (“FASB”), the Company adopted Accounting Standard Update (“ASU”) No. 2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” on a retrospective basis.

As a result, for all periods presented, only the service related component of pension and other postretirement benefit costs is included in Operating profit.

The non-service related components (interest cost, expected return on assets and amortization of actuarial gains and losses) are included in a new line item, “Non-service related postretirement costs,” which is below Operating profit.

Adoption of this standard had no effect on Net income attributable to Colgate-Palmolive Company, Earnings per common share or Cash flow.

While the Company has recently seen improvement in category growth rates, the Company expects category growth rates to remain below prior historical levels.

In addition, the retail landscape in many of the Company’s markets continues to be impacted by the rapid growth of e-commerce retailers, changing consumer preferences (as consumers increasingly shop online) and the emergence of alternative retail channels, such as subscription services and direct-to-consumer businesses.

This rapid growth in e-commerce and emergence of alternative retail channels may create pricing pressures and/or adversely affect the Company’s relationships with its key retailers.

Worldwide Net sales were $15,544 in 2018, up 0.5% from 2017, as volume growth of 1.0% and net selling price increases of 0.5% were partially offset by negative foreign exchange of 1.0%.

The Company’s professional skin care acquisitions increased volume by 1.0%.

The Company’s professional skin care acquisitions increased volume by 1.5%.

Worldwide Gross profit decreased 1% to $9,231 in 2018 from $9,280 in 2017.

Excluding these charges in both periods, Gross profit decreased to $9,262 in 2018 from $9,355 in 2017, reflecting a decrease of $147 resulting from lower Gross profit margin, partially offset by an increase of $54 resulting from higher Net sales.

This increase as a percentage of Net sales in 2018 was due to higher overhead expenses (10 bps), primarily driven by increased logistics costs.

In 2018, advertising investment increased 1% to $1,590 as compared with $1,573 in 2017, while as a percentage of Net sales it was 10.2%, even with 2017.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | 2018 | | | | 2017 | | | | 2016 | | |

Operating profit decreased to $3,694 in 2018 from $3,707 in 2017.

Excluding charges related to the Global Growth and Efficiency Program in 2018 and 2017, Operating profit margin decreased 130 bps to 24.7% in 2018 compared to 26.0% in 2017.

| Operating profit, GAAP | | $ | 3,694 | | | $ | 3,707 | | | — | % | | $ | 3,955 | | | (6 | )% |

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | |

| | | 2018 | | | 2017 | | | Basis Point Change | | | 2016 | | | Basis Point Change | |

| Operating profit margin, GAAP | | 23.8 | % | | 24.0 | % | | (20 | ) | | 26.0 | % | | (200 | ) |

| Gain on sale of land in Mexico | | — | | | — | | | | | | (0.6 | ) | | | |

Non-Service Related Postretirement Costs

Non-service related postretirement costs were $87 in 2018 compared with $118 in 2017 and $118 in 2016.

Non-service related postretirement costs included charges resulting from the Global Growth and Efficiency Program.

Excluding these charges, Non-service related postretirement costs were $78 in 2018 compared to $98 in 2017 and $106 in 2016.

The decreases in Non-service related postretirement costs in 2018 as compared to 2017 and 2017 as compared to 2016 were primarily due to decreases in interest costs.

| | | 2018 | | | | 2017 | | | | 2016 | | |

| Non-service related postretirement costs, GAAP | | $ | 87 | | | $ | 118 | | | $ | 118 | |

Many of the Company’s products are also sold online through various e-commerce platforms and retailers.

In addition, the Company has strengthened its capabilities in e-commerce, including by developing its relationships with online-only retailers and enhancing its digital marketing capabilities.

(Dollars in Millions Except Per Share Amounts)

As a result, applicable U.S. and foreign taxes have been provided on substantially all of the Company’s accumulated earnings of foreign subsidiaries previously considered indefinitely reinvested.

Given the significant complexity of the TCJA, anticipated guidance from the U.S. Treasury about implementing the TCJA and the potential for additional guidance from the SEC or the FASB related to the TCJA or additional information becoming available, the Company’s provisional charge may be adjusted during 2018 and is expected to be finalized no later than the fourth quarter of 2018.

Other provisions of the TCJA that impact future tax years are still being assessed.

In August 2015, the Company completed the sale of its laundry detergent business in the South Pacific to Henkel AG & Co. KGaA for an aggregate purchase price of approximately 310 Australian dollars ($221) and recorded a pretax gain of $187 ($120 aftertax or $0.13 per diluted share) in Other (income) expense, net.

The gain is net of charges related to the right-sizing of the Company’s South Pacific business, asset write-offs related to the divested laundry detergent business and other costs related to the sale.

As such, effective December 31, 2015, the Company’s Consolidated Balance Sheet no longer includes the assets and liabilities of CP Venezuela.

As a result of this change in accounting, the Company recorded an aftertax charge of $1,058 ($1,084 pretax) or $1.16 per diluted share in 2015.

The charge primarily consists of an impairment of the Company’s investment in CP Venezuela of $952, which includes intercompany receivables from CP Venezuela, and $111 related to the reclassification of cumulative translation losses.

Prior periods have not been restated and CP Venezuela’s Net sales, Operating profit and Net income are included in the Company’s Consolidated Statements of Income through December 31, 2015.

Prior to the change in accounting, CP Venezuela’s functional currency was the U.S. dollar since Venezuela had been designated hyper-inflationary and, as such, Venezuelan currency fluctuations were reported in income.

The Company remeasured the financial statements of CP Venezuela at the end of each month at the rate at which it expected to remit future dividends which, based on the advice of legal counsel, was the SICAD rate (formerly known as the SICAD I rate).

During the year ended December 31, 2015, the Company incurred pretax losses of $34 ($22 aftertax or $0.02 per diluted common share) related to the remeasurement of CP Venezuela’s local currency-denominated net monetary assets at the quarter-end SICAD rate for the second and third quarters of 2015.

The SICAD rate did not revalue during the fourth quarter of 2015 and was 13.50 bolivares per dollar as of December 31, 2015.

The remeasurement losses incurred in the second and third quarters of 2015 are referred to as the “Venezuela Remeasurements.”

Included in the Venezuela Remeasurements were charges related to the devaluation-protected bonds issued by the Venezuelan government and held by CP Venezuela.

Because the official exchange rate remained at 6.30 bolivares per dollar, the devaluation-protected bonds did not revalue at the SICAD rate but remained at the official exchange rate, resulting in an impairment in the fair value of the bonds.

In addition, the growth of e-commerce has affected and continues to affect consumer preferences and market dynamics.

Excluding divested businesses and the impact of the deconsolidation of the Company’s Venezuelan operations, volume increased 1.5%.

Worldwide Gross profit decreased 3% to $9,123 in 2016 from $9,399 in 2015.

Excluding these items in both periods, Gross profit decreased to $9,169 in 2016 from $9,419 in 2015, reflecting a decrease of $492 resulting from the impact of the deconsolidation of the Company’s Venezuelan operations effective December 31, 2015 and negative foreign exchange, partially offset by growth in organic sales.

This decrease in Gross profit was partially offset by an increase of $242 resulting from higher Gross profit margin.

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In 2016, advertising investment decreased 4.2% to $1,428 as compared with $1,491 in 2015, while as a percentage of Net sales, it increased to 9.4% from 9.3% in 2015.

| Venezuela remeasurement charges | | — | | | | — | | | | 34 | | |

| Gain on sale of South Pacific laundry detergent business | | — | | | | — | | | | (187 | | ) |

| Venezuela remeasurement charges | | — | | | | — | | | | (34 | | ) |

| Gain on sale of South Pacific laundry detergent business | | — | | | | — | | | | 187 | | |

Operating profit increased 38% to $3,837 in 2016 from $2,789 in 2015.

In 2016, Operating profit also included a gain on sale of land in Mexico.

In 2015, Operating profit also included a charge related to the deconsolidation of the Company’s Venezuelan operations, charges related to the Venezuela Remeasurements and a gain on the sale of the Company’s laundry detergent business in the South Pacific.

| Operating profit, GAAP | | $ | 3,589 | | | $ | 3,837 | | | (6 | )% | | $ | 2,789 | | | 38 | % |

| Venezuela deconsolidation | | — | | | | — | | | | | | | 1,084 | | | | | |

| Venezuela remeasurement charges | | — | | | | — | | | | | | | 34 | | | | | |

| Gain on sale of South Pacific laundry detergent business | | — | | | | — | | | | | | | (187 | | ) | | | |

| Operating profit margin, GAAP | | 23.2 | % | | 25.3 | % | | (210 | ) | | 17.4 | % | | 790 |

| Venezuela deconsolidation | | — | | | — | | | | | | 6.8 | | | |

Colgate is a [removed: global] leader in Oral Care with [added: global leadership in] the [removed: leading] toothpaste and manual toothbrush [removed: brands] [added: categories] throughout many parts of the world according to market share data.

Colgate’s Oral Care products include Colgate Total, Colgate Maximum Cavity [removed: Protection plus Sugar Acid Neutralizer,] [added: Protection,] Colgate Triple Action, Darlie Double Action, Colgate Max Fresh, Colgate Optic [removed: White and] [added: White,] Colgate Whitening [added: and Colgate Max White] toothpastes, Colgate 360°, Colgate Extra Clean and Colgate Slim Soft manual toothbrushes and Colgate Plax, meridol and Colgate Total mouthwashes.

Colgate’s Personal Care products also include Palmolive, [removed: Sanex and Softsoap brand shower gels, Palmolive,] Protex and Irish Spring bar [removed: soaps] [added: soaps, Palmolive, Sanex] and [added: Softsoap brand shower gels,] Speed Stick, Lady Speed [removed: Stick and] [added: Stick,] Sanex deodorants and [removed: antiperspirants.][added: antiperspirants, Elta MD and PCA Skin professional skin care products and Palmolive and Caprice shampoos and conditioners.]

Sales of Oral, Personal and Home Care products accounted for [removed: 48%, 19%] [added: 47%, 20%] and 18%, respectively, of the Company’s total worldwide Net sales in [removed: 2017.][added: 2018.]

Geographically, Oral Care is a significant part of the Company’s business in Asia Pacific, comprising approximately 82% of Net sales in that region for [removed: 2017.][added: 2018.]

Colgate, through its Hill’s Pet Nutrition segment (“Hill’s” or “Pet Nutrition”), is a world leader in specialty pet nutrition products for dogs and cats with products marketed in over 80 countries [added: and territories] worldwide.

Hill’s [removed: markets pet foods primarily under three brands: Hill’s Science Diet, a range of products for everyday nutritional needs; Hill’s] Prescription [removed: Diet,] [added: Diet is] a range of therapeutic products to help nutritionally manage disease conditions in dogs and [removed: cats; and Hill’s Ideal Balance, a range of products with natural ingredients.][added: cats.]

Sales of Pet Nutrition products accounted for 15% of the Company’s total worldwide Net sales in [removed: 2017.][added: 2018.]

For more information regarding the Company’s worldwide Net sales by product category, refer to Note 1, Nature of Operations and Note [removed: 15,] [added: 14,] Segment Information to the Consolidated Financial Statements.

The [added: Company’s] Oral, Personal and Home Care products are sold to a variety of [removed: retail] [added: traditional] and [removed: wholesale customers] [added: e-commerce retailers, wholesalers] and [removed: distributors.][added: distributors worldwide.]

Pet Nutrition products are sold by authorized pet supply [removed: retailers] [added: retailers, veterinarians] and [removed: veterinarians.][added: e-commerce retailers.]

The Company’s sales to [removed: Wal-Mart Stores,] [added: Wal-Mart,] Inc. and its affiliates represent approximately 11% of the Company’s Net sales in [removed: 2017.][added: 2018.]

The majority of raw and packaging materials used in the Company’s products [removed: are] [added: is] purchased from other companies and are available from several sources.

The Company’s products are sold in a highly competitive global marketplace which has experienced increased trade [removed: concentration] [added: concentration, the rapid growth of e-commerce, the integration of traditional] and [added: digital operations at key retailers and] the growing presence of [removed: e-commerce retailers,] large-format retailers and discounters.

[removed: In addition, private] [added: Private] label brands sold by [removed: retail trade chains] [added: retailers] are [added: also] a source of competition for certain of the Company’s [removed: product lines.][added: products.]

Principal global and regional trademarks include Colgate, Palmolive, [added: elmex, Tom’s of Maine, Sorriso,] Speed Stick, Lady Speed Stick, Softsoap, Irish Spring, Protex, [removed: Sorriso, Kolynos, elmex, Tom’s of Maine,] Sanex, [added: Elta MD, PCA Skin,] Ajax, Axion, Fabuloso, Soupline and Suavitel, as well as Hill’s Science [removed: Diet, Hill’s Prescription] Diet and Hill’s [removed: Ideal Balance.][added: Prescription Diet.]

Capital expenditures for environmental control facilities totaled approximately [removed: $54] [added: $43] million for [removed: 2017.][added: 2018.]

As of December 31, [removed: 2017,] [added: 2018,] the Company employed approximately [removed: 35,900] [added: 34,500] employees.

The following is a list of executive officers as of February [removed: 15, 2018:][added: 21, 2019:]

| Ian Cook | | [removed: 65] [added: 66] | | 1996 | | Chairman of the Board |

| | | | | | | [removed: President] and Chief Executive Officer |

| Noel R. Wallace | | [removed: 53] [added: 54] | | 2009 | | [added: President and] Chief Operating [removed: Officer,] [added: Officer] |

| John J. Huston | | [removed: 63] [added: 64] | | 2002 | | Senior Vice President, Chief of Staff |

| Daniel B. Marsili | | [removed: 57] [added: 58] | | 2005 | | Chief Human Resources Officer |

| Patricia Verduin | | [removed: 58] [added: 59] | | 2011 | | Chief Technology Officer |

| Jennifer M. Daniels | | [removed: 54] [added: 55] | | 2014 | | Chief Legal Officer and Secretary |

Also available on the Company’s website are the Company’s Code of Conduct and Board Guidelines on Significant Corporate Governance Issues, the charters of the Committees of the Board, [removed: Form SD and the related Conflict Minerals] [added: Specialized] Disclosure [removed: and Report,] [added: Reports on Form SD,] reports under Section 16 of the Exchange Act of transactions in Company stock by directors and [added: executive] officers and its proxy statements.

Hill’s markets pet foods primarily under two brands.

Hill’s Science Diet, which is called Hill’s Science Plan in Europe, is a range of products for everyday nutritional needs.

The Company supports its products with advertising, promotion and other marketing (including digital) to build awareness and trial of the Company’s products.

For further information regarding the impact of changes in commodity prices, see Item 1A, “Risk Factors - Volatility in material and other costs could adversely impact our profitability” and Item 7, “Management’s Discussion and Analysis of Financial Condition and results of Operations.”

The retail landscape in many of the Company’s markets continues to be impacted by the rapid growth of e-commerce retailers, changing consumer preferences (as consumers increasingly shop online) and the emergence of alternative retail channels, such as subscription services and direct-to-customer businesses.

The Company faces competition in several aspects of its business, including pricing, promotional activities, new product introductions and expansion into new geographies and channels.

| Dennis J. Hickey | | 70 | | 1998 | | Vice Chairman |

| Henning I. Jakobsen | | 58 | | 2017 | | Chief Financial Officer |

| P. Justin Skala | | 59 | | 2008 | | Executive Vice President |

| | | | | | | Chief Growth and Strategy Officer |

| Philip G. Shotts | | 64 | | 2018 | | Vice President and Controller |

| John W. Kooyman | | 54 | | 2019 | | Chief Marketing Officer |

(b) Financial Information about Segments

Worldwide Net sales and Operating profit by business segment and geographic region during the last three years appear under the caption “Results of Operations” in Part II, Item 7 of this report and in Note 15, Segment Information to the Consolidated Financial Statements.

Colgate is the market leader in liquid hand soap in the U.S. with its line of Softsoap brand products according to market share data.

Colgate’s Personal Care business outside the U.S. also includes Palmolive and Caprice shampoos and conditioners.

Research and Development

Strong research and development capabilities and alliances enable Colgate to support its many brands with technologically sophisticated products to meet consumers’ oral, personal and home care and pet nutrition needs.

The Company’s spending related to research and development activities was $285 million in 2017, $289 million in 2016 and $274 million in 2015.

Many of the Company’s products are also sold online through various e-commerce platforms and retailers.

| Franck J. Moison | | 64 | | 2002 | | Vice Chairman |

| Dennis J. Hickey | | 69 | | 1998 | | Chief Financial Officer |

| P. Justin Skala | | 58 | | 2008 | | Chief Operating Officer, |

| | | | | | | North America, Europe, Africa/Eurasia |

| | | | | | | and Global Sustainability |

| | | | | | | Global Innovation and Growth |

| | | | | | | and Hill’s Pet Nutrition |

| Victoria L. Dolan | | 58 | | 2011 | | Chief Transformation Officer |

| Mukul Deoras | | 54 | | 2015 | | Chief Marketing Officer |

| Henning I. Jakobsen | | 57 | | 2017 | | Vice President |

| | | | | | | and Corporate Controller |

(d) Financial Information about Geographic Areas

For financial data by geographic region, refer to the information set forth under the caption “Results of Operations” in Part II, Item 7, of this report and in Note 15, Segment Information to the Consolidated Financial Statements.

For a discussion of risks associated with our international operations, see Item 1A “Risk Factors.”

These include disputes relating to intellectual property, contracts, product liability, marketing, advertising, foreign exchange controls, antitrust and trade regulation, as well as labor and employment, pension, [removed: privacy,] [added: data privacy and security,] environmental and tax matters, and consumer class actions.

For those matters disclosed below for which the amount of any potential losses can be reasonably estimated, the Company currently estimates that the aggregate range of reasonably possible losses in excess of any accrued liabilities is $0 to approximately [removed: $250] [added: $225] million (based on current exchange rates).

The tax assessments with interest, penalties and any court-mandated fees, at the current exchange rate, are approximately [removed: $165] [added: $151] million.

In February 2017, the Company lost an additional administrative appeal and filed a [removed: similar action] [added: lawsuit] in Brazilian federal court.

In December 2005, the Brazilian internal revenue authority issued to the Company’s Brazilian subsidiary a tax assessment with interest, penalties and any court-mandated fees of approximately [removed: $74] [added: $65] million, at the current exchange rate, based on a claim that certain purchases of U.S. Treasury bills by the subsidiary and their subsequent disposition during the period 2000 to 2001 were subject to a tax on foreign exchange transactions.

In the event the Company is unsuccessful in this [removed: filing,] [added: lawsuit,] further appeals are available within the Brazilian federal courts.

The status of pending competition law matters as of December 31, [removed: 2017] [added: 2018] is set forth below.

| ▪ | In December 2014, the French competition law authority found that 13 consumer goods companies, including the Company’s French subsidiary, exchanged competitively sensitive information related to the French home care and personal care sectors, for which the Company’s French subsidiary was fined $57 million. In addition, as a result of the Company’s acquisition of the Sanex personal care business in 2011 from Unilever N.V. and Unilever PLC (together with Unilever N.V., “Unilever”) pursuant to a Business and Share Sale and Purchase Agreement (the “Sale and Purchase Agreement”), the French competition law authority found that the Company’s French subsidiary, along with Hillshire Brands Company (formerly Sara Lee Corporation (“Sara Lee”)), were jointly and severally liable for fines of $25 million assessed against Sara Lee’s French subsidiary. The Company is [removed: entitled to indemnification] [added: indemnified] for [removed: this fine from] [added: these fines by] Unilever [removed: as provided in] [added: pursuant to] the Sale and Purchase Agreement. The fines were confirmed by the Court of Appeal in October 2016. The Company is appealing the decision of the Court of Appeal on behalf of the Company and Sara Lee in the French Supreme Court. |

As of December 31, [removed: 2017,] [added: 2018,] there were [removed: 193] [added: 239] individual cases pending against the Company in state and federal courts throughout the United States, as compared to [removed: 115] [added: 193] cases as of December 31, [removed: 2016.][added: 2017.]

During the year ended December 31, [removed: 2017,] [added: 2018,] 132 new cases were filed and [removed: 54] [added: 86] cases were resolved by voluntary dismissal, [removed: appeal] [added: judgment] in the Company’s favor or settlement.

The Company believes that a significant portion of its costs incurred in defending and resolving these claims will be covered by insurance policies issued by several [removed: primary and] [added: primary,] excess [added: and umbrella] insurance carriers, subject to deductibles, exclusions, retentions and policy limits.

N8

The Company was a defendant in a lawsuit that was brought in Utah federal court by N8 Medical, Inc. (“N8 Medical”), Brigham Young University (“BYU”) and N8 Pharmaceuticals, Inc. (“N8 Pharma”).

The complaint, originally filed in November 2013, alleged breach of contract and other torts arising out of the Company’s evaluation of a technology owned by BYU and licensed, at various times, to Ceragenix Pharmaceuticals, Inc., now in bankruptcy, N8 Medical and N8 Pharma.

In 2016, the Company resolved the claims brought by BYU and N8 Medical.

These claims were each resolved in an amount that is not material to the Company’s results of operations.

In the first quarter of 2017, the court dismissed the claims of N8 Pharma and, in the third quarter of 2017, N8 Pharma appealed the decision.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

[removed: ][added: ]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [added: x]

| Non-accelerated filer ¨ [removed: (Do not check if a smaller reporting company)] | Smaller reporting company ¨ |

The aggregate market value of Colgate-Palmolive Company Common Stock held by non-affiliates as of June 30, [removed: 2017] [added: 2018] (the last business day of its most recently completed second quarter) was approximately [removed: $65.1] [added: $56.0] billion.

There were [removed: 875,326,736] [added: 861,676,494] shares of Colgate-Palmolive Company Common Stock outstanding as of January 31, [removed: 2018.][added: 2019.]

| Portions of Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders | Part III, Items 10 through 14 |

| Item 1. | Business | [removed: [1](#s8F72AA60ABF25D40B13FC59558E019B8)] [added: [1](#sD61A853DF67053DEA31B8A102DD3E059)] |

| Item 1A. | Risk Factors | [removed: [4](#s9B99BF225605587FBA1FF3A5FCFD40F8)] [added: [4](#sFEF572F3940951399198E4DF6212E1F1)] |

| Item 1B. | Unresolved Staff Comments | [removed: [12](#s0246417B37B05459A6E6839212CCD195)] [added: [14](#sF619CD99D937585587145813A209C956)] |

| Item 2. | Properties | [removed: [13](#s88DB45ECE03754F298CC7D84270113BA)] [added: [15](#s374DD967E321532798D87308C4F2B7D4)] |

| Item 3. | Legal Proceedings | [removed: [14](#sEA0FCFE445BF53D1B4FAACD3C7C9FEAB)] [added: [16](#sD52544AC70055C1B82688F1A954D3ADC)] |

| Item 4. | Mine Safety Disclosures | [removed: [16](#s27944750AACF55448CEAF5F3A47F8FD4)] [added: [18](#sFC3D5207890F5AB6BF71630CC163372C)] |

| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | [removed: [17](#s5AF20BCAFCF85519BC2BC05F0645305C)] [added: [19](#s25B9B56CAE205C6990E1C3BEFA6B25F8)] |

| Item 6. | Selected Financial Data | [removed: [17](#sD5A10DB057E2560F9727B8DAFC529E24)] [added: [19](#sE190A2625D4B54B6B9E7CB6F2AF02EB1)] |

| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | [removed: [18](#s77FCF73256D753EF98EE21A83EEC2C9C)] [added: [20](#s8B675061F44A5C4EB8798B10B5F72C9E)] |

| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | [removed: [54](#sDCC19FB65B775148B8D6A23332678A7C)] [added: [54](#s41E59FAB807452F0A90215F0CC5B81F7)] |

| Item 8. | Financial Statements and Supplementary Data | [removed: [55](#sDC8EEA48105058A7A7955FC4537A8C7F)] [added: [55](#s7A5DDAA2C690582493AFBA90FB53843B)] |

| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | [removed: [55](#s5E449D8EAEBF51B39EBC04C35C8FA6F9)] [added: [55](#s7C26DA9FB3E95E8DA28E08D1128019C5)] |

| Item 9A. | Controls and Procedures | [removed: [55](#s7638310D27545961BE5E8A440445E244)] [added: [55](#s34F00FB5600B5DFF94B225144B2B55E0)] |

| Item 9B. | Other Information | [removed: [55](#sFCCBE2EB1CFF58FB97A9D17FF7A1F8B3)] [added: [55](#sCD73A583BBB35503AA3F0C70BA60379A)] |

| Item 10. | Directors, Executive Officers and Corporate Governance | [removed: [56](#s5D24EC0888155D92B0C67DB8D7062824)] [added: [56](#s6270445F71C05F94BE9C2C1719C3843B)] |

| Item 11. | Executive Compensation | [removed: [56](#s992E55C9712D5194A4E6C278959134BF)] [added: [56](#sE293906033585B6CB70A2A33CC6B3C0D)] |

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | [removed: [57](#s879B233D8AF557A788261506296C9EB5)] [added: [57](#s3D4E53BF7F97597783A9B3196F4FAD45)] |

| Item 13. | Certain Relationships and Related Transactions and Director Independence | [removed: [57](#sC8C241E4A26356629F12BCC5C0A1B5AD)] [added: [57](#s8D4761BCBBE7580EA196AC853B689755)] |

| Item 14. | Principal Accountant Fees and Services | [removed: [57](#s412CE22C9F84511B850B73B363D744A5)] [added: [57](#sC4264525BA415846B76BF7D26F4C760A)] |

| Item 15. | Exhibits and Financial Statement Schedules | [removed: [58](#sDEA0214025E0576484A623F12DD7DFB1)] [added: [58](#sF19A7DB95F835D2BBB4F616E61F64165)] |

| Item 16. | Form 10-K Summary | [removed: [62](#s1340C5EF9F255052B190BFE795CDDCDC)] [added: [61](#s407CB946AFD45EB898CC5D065A356C8A)] |

10-K 1 cl-12312018x10k.htm COLGATE-PALMOLIVE 10-K 12-31-2018

| Signatures | | [62](#s090C1049CB3555D9BD1DFE40037F79EC) |

10-K 1 cl-12312017x10k.htm COLGATE-PALMOLIVE 10-K 12-31-2017

| Signatures | | [63](#s4F7E2966ED385ED4963648963F4F73BB) |

The Company owns or leases approximately 320 [removed: properties] [added: properties,] which include manufacturing, distribution, research and office facilities worldwide.

In the U.S., the Company operates in approximately [removed: 70] [added: 60] properties, of which [removed: 14] [added: 13] are owned.

The Pet Nutrition segment has major manufacturing and warehousing facilities in Bowling Green, Kentucky; [removed: Topeka, Kansas;] Emporia, Kansas; [removed: and] Richmond, [removed: Indiana.][added: Indiana and Topeka, Kansas.]

The primary research center for [removed: Oral, Personal] [added: Oral] and [removed: Home] [added: Personal] Care products is located in Piscataway, New Jersey, [added: the primary research center for Home Care products is located in Mexico] and the primary research center for Pet Nutrition products is located in Topeka, Kansas.

Overseas, the Company operates in approximately [removed: 250] [added: 260] properties, of which [removed: 68] [added: 60] are owned, in over 80 countries.

The Company has shared business service centers in [removed: Mexico, Poland and] India, [added: Mexico and Poland,] which are located in leased properties.

In addition to company-owned or leased properties described above, the Company also utilizes a network of warehouses and distribution centers that are owned or leased by logistics service providers, co-packers, contract manufacturers.

For information regarding the market for the Company’s common stock, including [removed: quarterly market prices and dividends and] stock price performance graphs, refer to “Market [removed: and Dividend] Information” included in Part IV, Item 15 of this report.

On [removed: February 19, 2015,] [added: June 18, 2018,] the Company’s Board of Directors (the “Board”) authorized the repurchase of shares of the Company’s common stock having an aggregate purchase price of up to $5 billion under a [added: new] share repurchase program (the [removed: “2015] [added: “2018] Program”), which replaced [removed: a previously authorized share repurchase program.][added: the previous program approved by the Board in 2015 (the “2015 Program”).]

The shares are repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion, subject to market conditions, [added: customary] blackout periods and other factors.

The following table shows the stock repurchase activity for each of the three months in the quarter ended December 31, [removed: 2017:][added: 2018:]

| (1) | Includes share repurchases under the [removed: 2015] [added: 2018] Program and those associated with certain employee elections under the Company’s compensation and benefit programs. |

| (2) | The difference between the total number of shares purchased and the total number of shares purchased as part of publicly announced plans or programs is [removed: 115,972] [added: 85,287] shares, [removed: all of] which [removed: relate to] [added: represents] shares deemed surrendered to the Company to satisfy certain employee elections under the Company’s compensation and benefit programs. |

| (3) | Includes approximate dollar value of shares that were available to be purchased under the publicly announced plans or programs that were in effect as of December 31, [removed: 2017.] [added: 2018.] |

| October 1 through 31, 2018 | | 828,129 | | | $ | 62.72 | | | 776,159 | | | 4,658 | |

| November 1 through 30, 2018 | | 1,748,795 | | | $ | 61.87 | | | 1,748,427 | | | 4,550 | |

| December 1 through 31, 2018 | | 2,027,730 | | | $ | 61.87 | | | 1,994,781 | | | 4,427 | |

| Total | | 4,604,654 | | | $ | 62.02 | | | 4,519,367 | | | | |

| October 1 through 31, 2017 | | 675,610 | | | $ | 71.53 | | | 622,000 | | | 1,367 | |

| November 1 through 30, 2017 | | 2,045,446 | | | $ | 72.05 | | | 2,031,250 | | | 1,221 | |

| December 1 through 31, 2017 | | 2,073,066 | | | $ | 74.25 | | | 2,024,900 | | | 1,071 | |

| Total | | 4,794,122 | | | $ | 72.93 | | | 4,678,150 | | | | |

The Company’s management, under the supervision and with the participation of the Company’s Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, [removed: 2017] [added: 2018] (the “Evaluation”).

Based upon the Evaluation, the Company’s Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective.

Management, under the supervision and with the participation of the Company’s Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company’s internal control over financial reporting based upon the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that it is effective as of December 31, [removed: 2017.][added: 2018.]

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] and has expressed an unqualified opinion in their report, which appears under “Index to Financial Statements – Report of Independent Registered Public Accounting Firm.”

As part of the Global Growth and Efficiency Program, the Company is implementing a shared business service organization model in all regions of the world.

At this time, certain financial transaction processing activities have been transitioned to these shared business service centers.

This transition has not materially affected the Company’s internal control over financial reporting.

Additional information required by this Item relating to directors, executive officers and corporate governance of the Company and information regarding compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the Company’s Proxy Statement for its [removed: 2018] [added: 2019] Annual Meeting of Stockholders (the [removed: “2018] [added: “2019] Proxy Statement”).

The Code of Conduct satisfies the SEC’s requirements for a Code of Ethics for senior financial officers and applies to all Company employees, including the [removed: Chairman, President] [added: Chairman] and Chief Executive Officer, the Chief Financial Officer and the Vice President and [removed: Corporate] Controller, and the Company’s directors.

The information regarding executive compensation set forth in the [removed: 2018] [added: 2019] Proxy Statement is incorporated herein by reference.

| (a) | The information regarding security ownership of certain beneficial owners and management set forth in the [removed: 2018] [added: 2019] Proxy Statement is incorporated herein by reference. |

| (c) | Equity compensation plan information as of December 31, [removed: 2017:] [added: 2018:] |

| Equity compensation plans approved by security holders | | [removed: 43,709] [added: 42,184] | | (1) | $ | [removed: 60.94] [added: 63.07] | | (2) | [removed: 30,867] [added: 24,790] | | (3) |

| (1) | Consists of [removed: 40,979] [added: 39,710] options outstanding and [removed: 2,730] [added: 2,474] restricted stock units awarded but not yet vested under the Company’s 2013 Incentive Compensation Plan, as more fully described in Note 8, Capital Stock and Stock-Based Compensation Plans to the Consolidated Financial Statements. |

| (2) | Includes the weighted-average exercise price of stock options outstanding of [removed: $65.00] [added: $67.00] and restricted stock units of $0.00. |

| (3) | Amount includes [removed: 20,997] [added: 15,604] options available for issuance and [removed: 9,870] [added: 9,186] restricted stock units available for issuance under the Company’s 2013 Incentive Compensation Plan. |

| Total | | 42,184 | | | $ | 63.07 | | | 24,790 | | |

| Total | | 43,709 | | | $ | 60.94 | | | 30,867 | | |

The information regarding certain relationships and related transactions and director independence set forth in the [removed: 2018] [added: 2019] Proxy Statement is incorporated herein by reference.

The information regarding auditor fees and services set forth in the [removed: 2018] [added: 2019] Proxy Statement is incorporated herein by reference.

| | b) | [Form of Nonqualified Option Award Agreement used in connection with grants under the 2013 Incentive Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit10-ab12312017.htm)] [added: Plan. (Registrant hereby incorporates by reference Exhibit 10-A (b) to its Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-ab12312017.htm)] |

| | c) | [Form of Restricted Stock Unit Award Agreement used in connection with grants under the 2013 Incentive Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit10-ac12312017.htm)] [added: Plan. (Registrant hereby incorporates by reference Exhibit 10-A (c) to its Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-ac12312017.htm)] |

| [removed: 10-B] | [removed: a)] [added: b)] | [removed: [Colgate-Palmolive] [added: [Amendment, dated as of October 29, 2007, to the Colgate-Palmolive] Company [removed: 2009] Executive Incentive Compensation [removed: Plan.] [added: Plan Trust.] (Registrant hereby incorporates by reference [removed: Appendix A] [added: Exhibit 10-A (b)] to its [removed: 2009 Notice of Meeting and Proxy Statement,] [added: Quarterly Report on Form 10-Q for the quarter ended September 30, 2007,] File No. [removed: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000093041309001580/c55543_def14a.htm#appendixa)] [added: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000119312507229631/dex10ab.htm)] |

| [added: 10-B] | [removed: b)] [added: a)] | Colgate-Palmolive Company Executive Incentive Compensation Plan Trust, as amended. (Registrant hereby incorporates by reference Exhibit 10-B (b) to its Annual Report on Form 10-K for the year ended December 31, 1987, File No. 1-644.) |

| [added: 10-C] | [removed: c)] | [removed: [Amendment, dated] [added: [Colgate-Palmolive Company Supplemental Salaried Employees’ Retirement Plan, amended and restated] as of [removed: October 29, 2007, to the Colgate-Palmolive Company Executive Incentive Compensation Plan Trust.] [added: April 19, 2018.] (Registrant hereby incorporates by reference Exhibit [removed: 10-A (b)] [added: 10] to its Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2007,] [added: March 31, 2018,] File No. [removed: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000119312507229631/dex10ab.htm)] [added: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166517000014/exhibit10a_093017xq317.htm)] |

| [added: 10-K] | [removed: d)] | [Form of [removed: Restricted Stock Award] [added: Indemnification] Agreement [removed: used in connection with grants to employees under the 2009] [added: between] Colgate-Palmolive Company [removed: Executive Incentive Compensation Plan.] [added: and its directors, executive officers and certain key employees.] (Registrant hereby incorporates by reference Exhibit [removed: 10-P] [added: 10-K] to its Annual Report on Form 10-K for the year ended December 31, [removed: 2009,] [added: 2017,] File No. [removed: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000114036110008522/ex10_p.htm)] [added: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-k12312017.htm)] |

| [removed: 10-C] [added: 10-D] | [added: a)] | [Colgate-Palmolive Company [removed: Supplemental Salaried Employees’ Retirement] [added: Executive Severance] Plan, [added: as] amended and restated [removed: as of] [added: through] September [removed: 27, 2017.] [added: 13, 2018.] (Registrant hereby incorporates by reference Exhibit 10-A to its [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended] [added: 8-K filed on] September [removed: 30, 2017,] [added: 18, 2018,] File No. [removed: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166517000014/exhibit10a_093017xq317.htm)] [added: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000093041313004573/c75051_ex10-a.htm)] |

| 10-I | [removed: a)] | [Five Year Credit [removed: Agreement] [added: Agreement,] dated as of November [removed: 4, 2011, Amended and Restated as of July 27, 2015] [added: 2, 2018,] by [removed: Amendment Number 2 thereto (the “Amended] and [removed: Restated Credit Agreement”),] among Colgate-Palmolive [removed: Company] [added: Company,] as Borrower, Citibank, [removed: N.A.] [added: N.A.,] as Administrative Agent and [added: Arranger, and] the Lenders party [removed: thereto. (Registrant hereby incorporates by reference Exhibit 10 to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000162828015005578/exhibit10_63015xq215.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/21665/000002166519000003/exhibit10-i12312018.htm)] |

| 21 | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit2112312017.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/21665/000002166519000003/exhibit2112312018.htm)] |

| 23 | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit2312312017.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/21665/000002166519000003/exhibit2312312018.htm)] |

| 24 | | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit2412312017.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/21665/000002166519000003/exhibit2412312018.htm)] |

| 31-A | | [Certificate of the Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit31a12312017.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166519000003/exhibit31a12312018.htm)] |

| 31-B | | [Certificate of the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit31b12312017.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166519000003/exhibit31b12312018.htm)] |

| 32 | | [Certificate of the Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer and the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit3212312017.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/21665/000002166519000003/exhibit3212312018.htm)] |

| 101 | | The following materials from Colgate-Palmolive Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2017,] [added: 2018,] formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Comprehensive Income, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule. |

| | | |

| --- | --- | --- |

| 10-D | a) | [Colgate-Palmolive Company Executive Severance Plan, as amended and restated through September 12, 2013. (Registrant hereby incorporates by reference Exhibit 10-A to its Current Report on Form 8-K filed on September 16, 2013, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000093041313004573/c75051_ex10-a.htm) |

| | b) | [Amendment No. 1 dated as of November 4, 2016 to the Amended and Restated Credit Agreement, among Colgate-Palmolive Company, as Borrower, Citibank, N.A., as Administrative Agent, and the Lenders party thereto. (Registrant hereby incorporates by reference Exhibit 10-I (b) to its Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166517000002/exhibit10-ib12312016.htm) |

| 10-K | | [Form of Indemnification Agreement between Colgate-Palmolive Company and its directors, executive officers and certain key employees.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit10-k12312017.htm) |

| 10-M | a) | [Colgate-Palmolive Company 2005 Employee Stock Option Plan. (Registrant hereby incorporates by reference Appendix B to its 2005 Notice of Meeting and Proxy Statement.)](http://www.sec.gov/Archives/edgar/data/21665/000095011705001185/a39365.htm#Appendixb) |

| | b) | [Form of Award Agreement used in connection with grants to employees under the Colgate-Palmolive Company 2005 Employee Stock Option Plan. (Registrant hereby incorporates by reference Exhibit 10-A to its Current Report on Form 8-K dated May 4, 2005, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000119312505099149/dex10a.htm) |

| | c) | [Amendment, dated as of September 7, 2006, to the Colgate-Palmolive Company 2005 Employee Stock Option Plan. (Registrant hereby incorporates by reference Exhibit 10-A to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000119312506214534/dex10a.htm) |

| | d) | [Amendment, dated as of December 7, 2006, to the Colgate-Palmolive Company 2005 Employee Stock Option Plan. (Registrant hereby incorporates by reference Exhibit 10-T (d) to its Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000119312507038190/dex10td.htm) |

| | e) | [Action, dated as of October 29, 2007, taken pursuant to the Colgate-Palmolive Company 2005 Employee Stock Option Plan and Colgate-Palmolive Company 1997 Stock Option Plan. (Registrant hereby incorporates by reference Exhibit 10-I to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000119312507229631/dex10i.htm) |

| | f) | [Amendment, dated as of February 26, 2009, to the Colgate-Palmolive Company 2005 Employee Stock Option Plan. (Registrant hereby incorporates by reference Exhibit 10-S (f) to its Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000119312509041029/dex10sf.htm) |

| Exhibit No. | | |

| | g) | [Amendment, dated as of July 14, 2011, to the Colgate-Palmolive Company 2005 Employee Stock Option Plan. (Registrant hereby incorporates by reference Exhibit 10-B to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000144530511003083/exhibit10b.htm) |

| 10-N | | [Business and Share Sale and Purchase Agreement dated as of March 22, 2011 among Unilever N.V., Unilever plc, Colgate-Palmolive Company Sarl and Colgate-Palmolive Company relating to the Sanex personal care business. (Registrant hereby incorporates by reference Exhibit 10-C to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000114036111023652/ex10_c.htm) |

| 12 | | [Computation of Ratio of Earnings to Fixed Charges.](https://www.sec.gov/Archives/edgar/data/21665/000002166518000003/exhibit1212312017.htm) |

[removed: COLGATE-PALMOLIVE COMPANY][added: | Total Colgate-Palmolive Company shareholders’ equity | (102 | | ) | | (60 | | ) |]

| Date: February [removed: 15, 2018] [added: 21, 2019] | By | /s/ Ian Cook |

| | | Ian Cook Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 15, 2018,] [added: 21, 2019,] by the following persons on behalf of the registrant and in the capacities indicated.

| Ian Cook Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer | | Ian Cook |

| [removed: Dennis J. Hickey] [added: Henning I. Jakobsen] Chief Financial Officer | | Jennifer M. Daniels As Attorney-in-Fact |

| /s/ Henning I. Jakobsen | | [added: /s/ Jennifer M. Daniels] |

| [removed: Henning I. Jakobsen] [added: Philip G. Shotts] Vice President and [removed: Corporate] Controller | | |

| Report of Independent Registered Public Accounting Firm | [removed: [65](#s3A71D9E8E4AB5BB7AC5BCAB26E9DE0C8)] [added: [64](#sAF2F680A2DBC52FBB37199B1D98DA50C)] |

| Consolidated Statements of Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [67](#sBBA83B3FEA385BA0A8FCDADF2A705B75)] [added: [66](#s9453ACF19C445FAD9EEE8A3004286B54)] |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [68](#s335E2F1D67BE5F39AFCAC6C813C567E3)] [added: [67](#s0CF857AEF96255D5AED6F2FC29680ACA)] |

| Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] | [removed: [69](#s4F93B834697953738EA5B7D99077F15A)] [added: [68](#sF5570F2B18525355B9088C305E8BE5C2)] |

| Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [70](#s93864910E43D55928A0868837DB98FB1)] [added: [69](#sB27B6D8D4EA251E3A282F7D7090AC9E2)] |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [71](#s636EBBB3A3AB5A3F86520C17B05886F1)] [added: [70](#sA9651EA5D012581DA35012520B4ABF30)] |

| Notes to Consolidated Financial Statements | [removed: [72](#sA52C5D9D801A5644A1C006A6BC42109D)] [added: [71](#sFE4325A8727E5719A760BB8F8084DF69)] |

| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] | [removed: [116](#sAF2EE49ECD9854E3B0C716D9CBFB43F5)] [added: [115](#sEAEF42D78E2053F5A80026CE87E33566)] |

| Historical Financial Summary | [removed: [119](#sF2E7BFDE017C5908B224AD6831F260D0)] [added: [117](#s8A72A2B5DF9C59A78F0E66D190D02FA8)] |

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and December 31, [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”)] [added: (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

| New York, New York February [removed: 15, 2018] [added: 21, 2019] | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net sales | $ | [removed: 15,454] [added: 15,544] | | | $ | [removed: 15,195] [added: 15,454] | | | $ | [removed: 16,034] [added: 15,195] | |

| Cost of sales | [removed: 6,174] [added: 6,313] | | | | [removed: 6,072] [added: 6,174] | | | | [removed: 6,635] [added: 6,072] | | |

| Gross profit | [removed: 9,280] [added: 9,231] | | | | [removed: 9,123] [added: 9,280] | | | | [removed: 9,399] [added: 9,123] | | |

| Selling, general and administrative expenses | [removed: 5,497] [added: 33] | | | | [removed: 5,249] [added: 86] | | | | [removed: 5,464] [added: 77] | | |

| Other (income) expense, net | [removed: 194] [added: 88] | | | | [removed: 37] [added: 152] | | | | [removed: 62] [added: 93] | | |

| Interest (income) expense, net | [removed: 102] [added: 143] | | | | [removed: 99] [added: 102] | | | | [removed: 26] [added: 99] | | |

| Income before income taxes | [removed: 3,487] [added: 3,464] | | | | [removed: 3,738] [added: 3,487] | | | | [removed: 2,763] [added: 3,738] | | |

| Provision for income taxes | [removed: 1,313] [added: 906] | | | | [removed: 1,152] [added: 1,313] | | | | [removed: 1,215] [added: 1,152] | | |

| Net income including noncontrolling interests | [removed: 2,174] [added: 2,558] | | | | [removed: 2,586] [added: 2,174] | | | | [removed: 1,548] [added: 2,586] | | |

| Less: Net income attributable to noncontrolling interests | [removed: 150] [added: 158] | | | | [removed: 145] [added: 150] | | | | [removed: 164] [added: 145] | | |

| Net income attributable to Colgate-Palmolive Company | $ | [removed: 2,024] [added: 2,400] | | | $ | [removed: 2,441] [added: 2,024] | | | $ | [removed: 1,384] [added: 2,441] | |

| Earnings per common share, basic | $ | [removed: 2.30] [added: 2.76] | | | $ | [removed: 2.74] [added: 2.30] | | | $ | [removed: 1.53] [added: 2.74] | |

| Earnings per common share, diluted | $ | [removed: 2.28] [added: 2.75] | | | $ | [removed: 2.72] [added: 2.28] | | | $ | [removed: 1.52] [added: 2.72] | |

| Net income including noncontrolling interests | $ | [removed: 2,174] [added: 2,558] | | | $ | [removed: 2,586] [added: 2,174] | | | $ | [removed: 1,548] [added: 2,586] | |

| Cumulative translation adjustments | [removed: 302] [added: (237] | | [added: )] | | [removed: (137] [added: 302] | | [removed: )] | | [removed: (645] [added: (137] | | ) |

| Retirement plan and other retiree benefit adjustments | [removed: 54] [added: 38] | | | | [removed: (109] [added: 54] | | [removed: )] | | [removed: 196] [added: (109] | | [added: )] |

| Gains (losses) on available-for-sale securities | — | | | | [removed: (1] [added: —] | | [removed: )] | | [removed: (7] [added: (1] | | ) |

| /s/ Philip G. Shotts | | |

| Market Information | [116](#s746CF8F0CFF8538FA4E47D72F3D2D841) |

| Operating profit | 3,694 | | | | 3,707 | | | | 3,955 | | |

| Non-service related postretirement costs | 87 | | | | 118 | | | | 118 | | |

| Less: Net income attributable to noncontrolling interests | 158 | | | | 150 | | | | 145 | | |

| Net income | | | | | | | | | | | | | | | | | 2,400 | | | | | | | | 158 | | |

| Dividends | | | | | | | | | | | | | | | | | (1,448 | | ) | | | | | | (143 | | ) |

| Other | | | | | 5 | | | | 2 | | | | 2 | | | | 132 | | | | (163 | | ) | (1) | | | |

| Balance, December 31, 2018 | $ | 1,466 | | | $ | 2,204 | | | $ | (3 | ) | | $ | (21,196 | ) | | $ | 21,615 | | | $ | (4,188 | ) | | $ | 299 | |

(1) As a result of the early adoption of ASU 2018-02, the Company reclassified the stranded tax effects in Accumulated other comprehensive income (loss) resulting from the TCJA to Retained earnings.

See Note 2, Summary of Significant Accounting Policies for additional information.

The Company’s revenue contracts represent a single performance obligation to sell its products to trade customers.

Sales are recorded at the time control of the products is transferred to trade customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products.

Control is the ability of trade customers to direct the “use of” and “obtain” the benefit from our products.

In evaluating the timing of the transfer of control of products to trade customers, the Company considers several control indicators, including significant risks and rewards of products, the Company’s right to payment and the legal title of the products.

Based on the assessment of control indicators, sales are generally recognized when products are delivered to trade customers.

Net sales reflect the transaction prices for contracts, which include units shipped at selling list prices reduced by variable consideration.

The cost of promotional programs is estimated using the expected value method considering all reasonably available information, including the Company’s historical experience and its current expectations, and is reflected in the transaction price when sales are recorded.

Adjustments to the cost of promotional programs in subsequent periods are generally not material, as the Company’s promotional programs are typically of short duration, thereby reducing the uncertainty inherent in such estimates.

Sales returns are generally accepted at the Company’s discretion and are not material to the Company’s Consolidated Financial Statements.

The Company’s contracts with trade customers do not have significant financing components or non-cash consideration and the Company does not have unbilled revenue or significant amounts of prepayments from customers.

The Company records Net sales excluding taxes collected on its sales to its trade customers.

Shipping and handling activities are accounted for as contract fulfillment costs and classified as Selling, general and administrative expenses.

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles–Goodwill and Other–Internal–Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” This new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

The Company elected to adopt this guidance early, beginning on January 1, 2019 on a prospective basis and does not expect the guidance to have a material impact on the Company’s Consolidated Financial Statements.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation–Retirement Benefits–Defined Benefit Plans–General (Topic 715): Disclosure Framework–Changes to the Disclosure Requirements for Defined Benefit Plans.” This new guidance removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and requires certain additional disclosures.

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This new guidance removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements.

The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

Certain disclosure requirements in the new guidance will need to be applied on a retrospective basis and others on a prospective basis.

In February 2018, the FASB issued ASU No. 2018-02, “Income Statement–Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”), which permits the reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act (the “TCJA” or “U.S. tax reform”) from Accumulated other comprehensive income (loss) to Retained earnings.

This new guidance is effective for the Company beginning on January 1, 2019, with early adoption permitted, and must be applied either in the period of adoption or retrospectively to periods in which the effects of the TCJA are recognized.

The Company elected to adopt this new guidance early, beginning on January 1, 2018, and reclassified $163 during the first quarter of 2018.

In October 2018, the FASB issued ASU No. 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as Benchmark Interest Rate for Hedge Accounting Purposes.” The new guidance permits use of the OIS rate based on the SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815.

The new guidance is required to be applied on a prospective basis.

While the Company is currently assessing the impact of the new guidance, it is not expected to have a material impact on the Company’s Consolidated Financial Statements.

Effective January 1, 2018, as required, the Company adopted this standard on a retrospective basis.

As permitted by the new guidance, the Company used the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the basis for applying the retrospective presentation requirements.

As a result, for all periods presented, only the service related component of pension and other postretirement benefit costs is included in Operating profit.

For the years ended December 31, 2017 and 2016, the Company reclassified $118 and $118, respectively, of non-service related components of pension and other postretirement costs, which was previously deducted from Operating profit, to a new line item, “Non-service related postretirement costs,” which is below Operating profit.

Adoption of this standard had no effect on Net income attributable to Colgate-Palmolive Company, Earnings per common share or Cash flow.

| /s/ Dennis J. Hickey | | /s/ Jennifer M. Daniels |

| | |

| --- | --- |

| Market and Dividend Information | [117](#sD835C71E57F15AC09C6139DFF74D6920) |

| Charge for Venezuela accounting change | — | | | | — | | | | 1,084 | | |

| Operating profit | 3,589 | | | | 3,837 | | | | 2,789 | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, January 1, 2015 | $ | 1,466 | | | $ | 1,236 | | | $ | (20 | ) | | $ | (16,862 | ) | | $ | 18,832 | | | $ | (3,507 | ) | | $ | 240 | |

| Net income | | | | | | | | | | | | | | | | | 1,384 | | | | | | | | 164 | | |

| Dividends | | | | | | | | | | | | | | | | | (1,355 | | ) | | | | | | (138 | | ) |

| Venezuela remeasurement charges | — | | | | — | | | | 34 | | |

| Gain on sale of South Pacific laundry detergent business | — | | | | — | | | | (187 | | ) |

| Proceeds from sale of South Pacific laundry detergent business | — | | | | — | | | | 221 | | |

| Reduction in cash due to Venezuela accounting change | — | | | | — | | | | (75 | | ) |

Many of the products from both product segments are also sold to e-commerce retailers.

Effective December 31, 2015, the Company concluded it no longer met the accounting criteria for consolidation of its Venezuelan subsidiary (“CP Venezuela”) and began accounting for CP Venezuela using the cost method of accounting.

As a result, effective December 31, 2015, CP Venezuela’s net assets and operating results are no longer included in the Company’s Consolidated Financial Statements.

See Note 14, Venezuela for further information.

Sales are recorded at the time products are shipped to trade customers and when risk of ownership transfers.

The redemption cost of consumer coupons is based on historical redemption experience and is recorded when coupons are distributed.

Volume-based incentives offered to trade customers are based on the estimated cost of the program and are recorded as products are sold.

Prior to the deconsolidation of the Company’s Venezuelan operations in 2015, CP Venezuela was designated as hyper-inflationary and the functional currency for CP Venezuela was the U.S. dollar.

Currently, none of the Company’s subsidiaries operate in highly inflationary environments.

Had the standard been effective for the year ended December 31, 2017, full year Operating profit would have increased by approximately $120 with no impact on Net income attributable to Colgate-Palmolive Company.

The Company anticipates that, as a result of the reclassification, full year Operating profit will increase in future periods by approximately $100 annually with no impact on Net income attributable to Colgate-Palmolive Company.

On October 24, 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory,” which eliminates the requirement to defer recognition of income taxes on intra-entity asset transfers until the asset is sold to an outside party.

The new guidance requires the recognition of current and deferred income taxes on intra-entity transfers of assets other than inventory, such as intellectual property and property, plant and equipment, when the transfer occurs.

As permitted, the Company early-adopted the new standard on a “modified retrospective” basis, meaning the standard was applied only to the most recent period presented in the financial statements, as of January 1, 2017.

On March 30, 2016, the FASB issued ASU No. 2016-09, “Compensation–Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which amended accounting for income taxes related to stock-based compensation, the related classification in the statement of cash flows and share award forfeiture accounting.

As required subsequent to the adoption of this new guidance, the Company recognized excess tax benefits of $47 (resulting from an increase in the fair value of an award from grant date to the vesting or exercise date, as applicable) in the Provision for income taxes as a discrete item during the year ended December 31, 2017.

These amounts may not necessarily be indicative of future amounts that may be recognized as any excess tax benefits from stock-based compensation recognized would be dependent on future stock price, employee exercise behavior and applicable tax rates.

Prior to January 1, 2017, excess tax benefits were recognized in equity.

As permitted, the Company elected to classify these excess tax benefits from stock-based compensation as an operating activity in the Statement of Cash Flows instead of as a financing activity on a prospective basis and did not retrospectively adjust prior periods.

Also, as permitted by the new standard, the Company elected to account for forfeitures as they occur.

On March 15, 2016, the FASB issued ASU No. 2016-07, “Investments–Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting,” which eliminated the requirement to retroactively adjust an investment that subsequently qualifies for equity method accounting (as a result of an increase in level of ownership interest or degree of influence) as if the equity method of accounting had been applied during all prior periods that the investment was held.

The new standard requires that the investor add the cost of acquiring additional ownership interest in the investee to its current basis and prospectively apply the equity method of accounting.

For an available-for-sale investment, any unrealized gains or losses should be recognized in earnings at the date the investment qualifies as an equity method investment.

The new standard also provides additional guidance on the measurement of the right-of-use assets and lease liabilities and will require enhanced disclosures about the Company’s leasing arrangements.

The standard requires a “modified retrospective” adoption, meaning the standard is applied to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.