Colgate-Palmolive (CL) 10-K risk factor changes: FY2024 vs FY2023

- changing macroeconomic conditions in our markets, including as a result of inflationary pressure, [added: economic slowdown or recession,] the war in Ukraine, the [removed: Israel-Hamas war,] [added: conflict in the Middle East, major developments in trade relations,] volatile commodity prices and increases and/or volatility in the cost of raw and packaging materials, labor, energy and logistics;

- political instability or uncertainty, including as a result of elections, economic instability, geopolitical events and tensions, wars and military conflicts, such as the war in Ukraine, the [removed: Israel-Hamas war] [added: conflict in the Middle East] and tensions between China and Taiwan;

- exchange controls and other limits on our ability to import or export raw materials or finished product, including as a result of the war in Ukraine and the [removed: Israel-Hamas war,] [added: conflict in the Middle East,] or to repatriate earnings from overseas;

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

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

- 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 and/or the increase in trade restrictions and/or tariffs, sanctions, price controls, labor laws, travel or immigration [removed: restrictions (including as a result of pandemics, epidemics or other widespread health emergencies),] [added: restrictions,] profit controls or other government controls, including as a result of the war in [removed: Ukraine and] [added: Ukraine, conflict in] the [removed: Israel-Hamas war.][added: Middle East and tensions between China and Taiwan;]

We face risks resulting from political and macroeconomic instability and geopolitical events and tensions, such as the [removed: ongoing] war in Ukraine, the [removed: Israel-Hamas war] [added: conflict in the Middle East] and tensions between China and Taiwan.

[removed: These geopolitical conflicts and tensions] [added: andtensions] may also heighten other risks disclosed in this Annual Report on Form 10-K, any of which could have an adverse impact on our business, results of operations, cash flows or financial condition.

For the year ended December 31, [removed: 2023,] [added: 2024,] our business in the Eurasia region constituted approximately [removed: 2%] [added: 1%] of our consolidated net sales and approximately [removed: 3%] [added: 2%] of our consolidated operating profit.

We also [added: have faced and continue to] face challenges to our ability to repatriate cash from Russia and [removed: find] [added: to identify] banking partners [removed: in Russia] [added: to support our Russian operations] and may face challenges to our ability to protect our assets in Russia.

We also continue to monitor the impact of the sanctions, export controls and import restrictions imposed [added: generally and] in response to the war in Ukraine.

The [removed: Israel-Hamas war] [added: conflict in the Middle East] has not had a material impact on our Consolidated Financial Statements.

Uncertainties and risks remain as to the duration of the [removed: war] [added: conflict] and its impact on geopolitical relations and stability in North Africa, the [added: wider] Middle East and nearby regions.

The [removed: war] [added: conflict] has impacted and may continue to impact, among other things, supply chain and logistics, the availability and price of raw and packaging materials and commodities, such as oil, consumer sentiment and consumption and category growth rates in the region.

Furthermore, the imposition of tariffs and/or [removed: increase] [added: increases] in tariffs on various [removed: products] [added: raw materials or products, or threats to impose or increase such tariffs,] by the United States and other countries have introduced greater uncertainty with respect to trade policies and government regulations affecting trade between the United States and other countries and new and/or increased tariffs have subjected, and may continue in the future to subject, us to additional costs and expenditure of resources.

Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, such as China, [added: Mexico] and [added: Canada, including those imposed following the United States’ February 2025 executive orders, and] any nationalist trends in specific [removed: countries] [added: countries, have altered and] could [added: continue to] alter the trade environment and consumer purchasing behavior which, in turn, could have a material effect on our business, results of operations, cash flows and financial condition.

We face vigorous competition worldwide, including from strong local competitors [added: (including private label competition)] and from other large, multinational companies, some of which have greater resources than we do.

Our ability to compete also depends on the strength of our brands and [added: products and] on our ability to enforce and defend our intellectual property, including patent, trademark, copyright, trade secret and trade dress rights, against infringement and legal challenges by competitors.

They have used and may continue to use this leverage to demand higher trade discounts, allowances, slotting [removed: fees or] [added: fees,] increased investment, including through display media, paid search and co-op programs, [added: or changes to product assortments,] which have led to and could continue to lead to reduced sales or profitability in certain markets.

We also have been and may continue to be negatively affected by changes in the policies or practices of our retail trade customers, such as inventory destocking, fulfillment requirements, [added: technology-aided category pricing pressures,] limitations on access to shelf space, delisting of our products, or sustainability, supply chain or packaging standards or initiatives.

Further, the retail landscape in many of our markets continues to evolve as a result of the substantial growth of eCommerce, changing consumer behaviors and preferences (as consumers increasingly shop [removed: online and via mobile] [added: online, including to compare prices] and [removed: social applications)] [added: product availability)] and the increased presence of alternative retail channels, such as subscription services and direct-to-customer businesses.

[removed: Further,] [added: In addition,] consumer preferences continue to evolve due to a number of factors, including evolving consumer concerns or perceptions (whether or not valid) regarding [removed: environmental, social] [added: sustainability] and [removed: governance (“ESG”)] [added: social impact] practices, including the sourcing and sustainability of raw and packaging materials, a [removed: growing] demand for natural or organic products and ingredients and ingredient transparency, [removed: evolving] consumer concerns or perceptions regarding the effects of ingredients, [removed: changing] consumer sentiment toward non-local products or sources and [removed: changing] perceptions of and increased focus on labor and human rights and environmental impacts (including responsible sourcing, deforestation, packaging, plastic, energy and water use and waste management).

Our ability to launch new products, including our ability to deliver effective and efficient marketing campaigns, is also impacted by our ability to successfully adopt new technologies, such as artificial intelligence, including [added: machine learning and] generative artificial intelligence.

Accordingly, we devote significant time and resources to programs designed to protect and preserve our reputation, such as our ethics and compliance, [removed: ESG,] [added: sustainability and social impact,] brand protection and product safety, regulatory and quality initiatives and our enterprise risk management program.

Negative publicity about us, our brands, our products, our supply chain, our ingredients, our packaging, our [removed: ESG] [added: sustainability and social impact] practices, or our employees, whether or not deserved, could jeopardize our reputation.

Such negative publicity could relate to, among other things, health [added: or quality] concerns, threatened or pending litigation or regulatory proceedings, animal welfare, labor and human rights and environmental impact (including responsible sourcing, deforestation, packaging, plastic, energy and water use and waste management) or our [removed: ESG] [added: sustainability and social impact] practices.

In addition, the legal, regulatory and ethics landscape around the use of artificial intelligence, including [added: machine learning and] generative artificial intelligence, is rapidly evolving.

Further, the use of generative artificial intelligence tools may compromise our confidential or sensitive information or put our intellectual property at [removed: risk,] [added: risk or subject us to claims of intellectual property infringement,] which could in turn damage our reputation.

[added: While] we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, compliance and [removed: ESG] [added: sustainability and social impact] practices, thereby potentially increasing our reputational and legal risk.

We face various risks related to pandemics, epidemics or [removed: similar] [added: other] widespread public health concerns, which may have a material adverse effect on our business, results of operations, cash flows and financial condition.

We face various risks related to pandemics, epidemics or [removed: similar] [added: other] widespread public health concerns.

A pandemic, epidemic or [removed: similar] [added: other] widespread health concern could have, and COVID-19 has had [removed: and may in the future have,] a variety of impacts on our business, results of operations, cash flows and financial condition, including:

Our success depends upon our ability to recruit, attract and retain key [removed: employees, including through the implementation of diversity, equity and inclusion initiatives,] [added: employees] and the succession of senior management.

These divestitures may adversely impact our business, results of operations, cash flows and financial condition if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested brands or businesses, or otherwise achieve the anticipated benefits or [removed: cost savings from the divestitures.]

- geopolitical events, wars and military conflicts, such as the war in Ukraine and the [removed: Israel-Hamas war;][added: conflict in Middle East;]

Nonetheless, a significant disruption to the manufacturing or sourcing of products or materials for any reason, including those mentioned above, have at times interrupted and could in [added: the future interrupt product supply and, if not remedied, could have an adverse impact on our business, results of operations, cash flows and financial condition.]

[added: As a result, disruptions in these relationships or] the [removed: future interrupt product supply and, if not remedied,] [added: failure of these third parties to meet their obligations to us] could have an adverse [removed: impact] [added: effect] on our [added: reputation and our] business, results of operations, cash flows and financial condition.

Increases in the costs of and/or a reduction in the availability of commodities, [removed: energy,] [added: energy (including fuel prices),] logistics (including trucks and containers) or other necessary services, including as a result of geopolitical conflicts, such as the war in Ukraine and the [removed: Israel-Hamas war] [added: conflict in the Middle East,] and/or the impact of climatic events have affected and are likely to continue to adversely affect our profit margins.

See “Our business results [removed: depend on] [added: are impacted by] our ability to manage disruptions in our global supply chain and/or key office facilities” above for additional information.

- communicating within our company and with other parties, including our [removed: customers] [added: customers, suppliers] and consumers;

These geopolitical conflicts

We have no manufacturing facilities in Russia.

cost savings from the divestitures.

If any planned divestiture is not able to be completed, we may also incur negative business and financial results.

While the prices of many commodities and services have retreated from their historical peaks, prices may increase again, which could create year-over-year inflationary pressure.

While we have disaster recovery and business continuity plans in place, if our IT/OT Systems are damaged, breached or cease to function properly for any reason, including the poor performance of, failure of or cyberattack on third-party

From many of these stakeholders, there is also a growing demand for natural or organic products and ingredient transparency, such as sources of palm oil and palm kernel oil, and an increased focus on reducing our impact on nature.

Our reliance on third parties in many aspects of our business could have an adverse effect on our business and results of operations.

We use third parties including, but not limited to, suppliers, contract manufacturers, distributors, commercial banks and other external business partners, to support many aspects of our business including those that provide support across much of the lifespan of our products from the purchasing of ingredients up to and including the sale of our products to consumers.

While we maintain robust policies and procedures to govern and manage our interactions with and requirements of these third parties, including building in redundancies and alternatives wherever possible, we inherently have a lesser degree of control over the business operations, governance and compliance of these unrelated entities.

U.S. federal authorities, including the U.S. Food and Drug Administration (the “FDA”), the Federal Trade

Detailed

Other than significant additional time and resources to comply, based on our preliminary evaluation, Pillar II did not have a material impact as of December 31, 2024 and we do not believe it will have a material impact on our business, results of operations, cash flows and financial condition.

These situations are evolving and

significant uncertainties regarding their full impact or their related impacts on the global economy and geopolitical relations in general and on our business in particular remain.

In Russia, we are importing and selling a reduced portfolio of health and hygiene products for everyday use.

We have no manufacturing facilities in Russia and have ceased all capital investments and media activities in Russia.

While

These and other risks impacted us during the COVID-19 pandemic.

Other pandemics, epidemics or similar widespread public health concerns may adversely affect our business, results of operations, cash flows and financial condition in the future.

For additional information regarding how COVID-19 continues to affect our business, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Overview.”

In addition, we continue to work to advance culture change through the implementation of DE&I initiatives and the launch of our evolved corporate values and new leadership framework throughout our organization.

For example, in the fourth quarter of 2022, we took non-cash, aftertax impairment charges of $620 million, to adjust the carrying values of goodwill and intangible assets related to the Filorga skin health business.

While the prices of many commodities and services have started to stabilize or decline, inflationary pressures may continue to increase the cost of such commodities and services.

We may not fully realize the benefits that we expect from our 2022 Global Productivity Initiative.

On January 27, 2022, the Board approved a targeted productivity program (the “2022 Global Productivity Initiative”).

The program is intended to reallocate resources toward our strategic priorities and faster growth businesses, drive efficiencies in our operations and streamline our supply chain to reduce structural costs.

The successful implementation of the program may present organizational challenges and, in some cases, may require successful negotiations with third parties.

As a result, we may not be able to fully realize all of the anticipated benefits from the 2022 Global Productivity Initiative.

Events and circumstances, such as financial or strategic difficulties, delays and unexpected costs may occur that could result in our not realizing all of the anticipated benefits or our not realizing such benefits on our expected timetable.

In addition, changes in foreign exchange rates or in tax, labor or immigration laws may result in our not achieving the anticipated cost savings as measured in U.S. dollars.

If we are unable to fully realize the anticipated savings from the 2022 Global Productivity Initiative, our ability to fund other initiatives and enhance profitability may be adversely affected.

Any failure to implement the 2022 Global Productivity Initiative in accordance with our expectations could adversely affect our business, results of operations, cash flows and financial condition.

For additional information regarding the 2022 Global Productivity Initiative, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Restructuring and Related Implementation Charges.”

Whether or not a legal claim or proceeding is successful, or a

resulting from the BEPS Project.

We seek to deliver [removed: sustainable, profitable] [added: consistent compounded earnings per share] growth [removed: and] [added: to help drive] superior [added: total] shareholder [removed: returns,] [added: return,] as well as to provide Colgate people with an innovative and inclusive work environment.

We do this by developing and selling science-led products globally that make people’s and their pets’ lives healthier and more enjoyable and by embracing our [removed: sustainability and social impact and diversity, equity and inclusion (“DE&I”) strategies] [added: Sustainability & Social Impact Strategy] across our organization.

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 primarily to a variety of [removed: traditional and eCommerce] retailers, wholesalers, distributors, dentists and, in some [removed: segments,] [added: geographies,] skin health professionals.

In addition, we review market [removed: share] [added: share, household penetration] and other data to assess how our brands are performing within their categories on a global and regional basis.

The war in [removed: Ukraine] [added: Ukraine,] and the related geopolitical [removed: tensions] [added: tensions,] have had and continue to have a significant impact on our operations in Ukraine and Russia, though it has not been material to our Consolidated Financial Statements.

For the year ended December 31, [removed: 2023] [added: 2024,] our business in the Eurasia region constituted approximately [removed: 2%] [added: 1%] of our consolidated net sales and approximately [removed: 3%] [added: 2%] of our consolidated operating profit.

[removed: We, however,] [added: We] have experienced, and expect to continue to experience, risks related to the impact of the war in Ukraine, including increases in the costs and, in certain cases, limitations on the availability of certain raw and packaging materials and commodities (including oil and natural gas), supply chain and logistics challenges, import restrictions, foreign currency volatility and reputational concerns.

We also have faced and continue to face challenges to our ability to repatriate cash from Russia and [removed: find] [added: identify] banking partners [removed: in Russia] [added: to support our Russian operations] and we may face challenges to our ability to protect our assets in Russia.

We also continue to monitor the impact of sanctions, export controls and import restrictions imposed [added: generally and] in response to the war in Ukraine.

The [removed: Israel-Hamas war] [added: conflict in the Middle East] has not had a material impact on our Consolidated Financial Statements.

Uncertainties and risks remain as to the duration of the [removed: war] [added: conflict] and its impact on geopolitical relations and stability in North Africa, the [added: wider] Middle East and nearby regions.

The [removed: war] [added: conflict] has impacted and may continue to impact, among other things, supply chain and logistics, the availability and price of raw and packaging materials and [removed: commodities,] [added: commodities] such as oil, consumer sentiment and consumption and category growth rates in the region.

For more information about factors that could impact our business, including due to geopolitical conflicts, such as the war in Ukraine and the [removed: Israel-Hamas war,] [added: conflict in the Middle East,] refer to Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K.

[removed: To achieve our business] [added: We believe increased household penetration] and [removed: financial objectives, we] [added: improved brand health] are [removed: focused on driving] [added: the keys to consistent] organic sales growth and [removed: long-term profitable growth] [added: aim to achieve these] through science-led, core and premium [removed: innovation;] [added: innovation,] pursuing higher-growth adjacent categories and [removed: segments;] [added: segments and] expanding in faster-growing channels and [removed: markets and delivering margin expansion through operating leverage and efficiency.][added: markets.]

We [removed: are] also [removed: seeking] [added: seek] to lead in the development of human [removed: capital,] [added: capital] and to maximize the impact of our [removed: sustainability and social impact and DE&I strategies.][added: Sustainability & Social Impact Strategy.]

We are [removed: strengthening] [added: building] and [removed: leveraging] [added: scaling] our capabilities in areas such as innovation, digital, [added: data, analytics and] artificial intelligence, [removed: eCommerce and data and analytics,] enabling us to be more responsive in today’s rapidly changing world.

We continue to invest behind our brands, including through advertising, and to develop initiatives to build strong relationships with consumers, [added: retailers and] dental, veterinary and skin health [removed: professionals and traditional and eCommerce retailers.][added: professionals.]

During the quarter ended June 30, 2023, we reassessed with our legal and tax advisers certain tax deductions taken in prior years by one of our subsidiaries and concluded that it [removed: is] [added: was] more likely than not that the deductions would not be sustained by the courts in that jurisdiction.

The cumulative effect of the change in tax position of $148 was reflected as a discrete item in the [removed: income tax expense in the] quarter ended June 30, [removed: 2023,] [added: 2023 income tax expense,] partially offset by the reversal of certain prior years’ withholding tax reserves of $22 that [removed: are] [added: were] no longer required (hereinafter referred to as the “foreign tax matter”).

See Note [removed: 11,] [added: 10,] Income Taxes, to the Consolidated Financial Statements for additional information.

[removed: During the quarter ended March 31, 2023, we recorded a charge of $267 as a result of a decision of the United States Court of Appeals for the Second Circuit affirming a grant of summary judgment to the plaintiffs in a] lawsuit under the Employee Retirement Income Security Act [added: (“ERISA”)] seeking the recalculation of benefits and other relief associated with a 2005 residual annuity amendment to the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Retirement Plan”).

The decision resulted in an increase in the obligations of the Retirement Plan, which based on the current funded status of the Retirement Plan [removed: will] [added: and depending on further developments in the litigation, may] require [removed: no immediate] [added: a] cash contribution by the [removed: Company.][added: Company in 2025.]

[removed: In June 2023, we filed a petition for certiorari to the United States Supreme Court requesting permission for an appeal to that court, which was denied] [added: Also,] in [removed: October] [added: June] 2023, [removed: and] the plaintiffs filed a motion to enter a revised final judgment in the United States District Court for the Southern District of New York [added: (the “District Court”)] to address certain unresolved calculation issues, which we opposed.

See Note [removed: 13,] [added: 12,] Commitments and Contingencies to the Consolidated Financial Statements for additional information.

The costs associated with the voluntary recall had a $25 impact on our Operating profit in the [removed: quarter.][added: quarter ended March 31, 2023.]

See Note [removed: 5, Goodwill and Other Intangible Assets] [added: 10, Income Taxes] to the Consolidated Financial Statements for [removed: further] [added: more] information.

See Note [removed: 3, Acquisitions] [added: 13, Segment Information] to the Consolidated Financial Statements for additional information.

On January 27, 2022, the [removed: Company’s] Board [removed: of Directors (the “Board”)] approved a targeted productivity program (the “2022 Global Productivity Initiative”).

The [removed: program is intended to reallocate] [added: 2022 Global Productivity Initiative resulted in the reallocation of] resources towards our strategic priorities and faster growth businesses, [removed: drive] efficiencies in our operations and [removed: streamline] [added: the streamlining of] our supply chain to reduce structural costs.

[removed: Savings achieved since the implementation of] [added: Total annualized pretax savings from] the 2022 Global Productivity Initiative were approximately [removed: $100 pretax ($80] [added: $125 ($100] aftertax).

In the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we incurred pretax costs of [removed: $32] [added: $85] (aftertax costs of [removed: $25)] [added: $73)] and [removed: $110 (after tax] [added: $32 (aftertax] costs of [removed: $87),] [added: $25),] respectively, resulting from the 2022 Global Productivity Initiative.

Looking forward, we expect global macroeconomic, political and market conditions to remain challenging, including as a result of [removed: inflation and higher] [added: inflation, high] interest [removed: rates.][added: rates, foreign currency volatility and developments in trade relations following the imposition of new and/or additional tariffs by the United States and other countries.]

We have taken and are taking additional pricing to try to offset [removed: these] [added: the] increases in raw and packaging material [removed: costs.][added: costs we have seen in recent years.]

This has negatively impacted [removed: and may continue to negatively impact] consumer demand for our products.

Additionally, inflation [removed: is impacting] [added: has impacted] the broader economy with consumers around the world facing widespread rising prices as well as [removed: higher] [added: high] interest rates resulting from measures to address inflation.

Such inflation and [removed: higher] [added: developments in trade relations as well as high] interest rates may negatively impact consumer consumption or discretionary spending and/or change their purchasing patterns by foregoing purchasing certain of our products or by switching to “private label” or to our lower-priced product offerings.

Given that approximately two-thirds of our Net sales originate in markets outside the U.S., we have experienced and will likely continue to experience volatile foreign currency [removed: fluctuations.][added: fluctuations, particularly in Argentina and Türkiye, which are considered hyper-inflationary economies.]

While we have taken, and will continue to take, measures to mitigate the effect of these conditions, such as [removed: the 2022 Global Productivity Initiative and] our funding-the-growth and revenue growth management initiatives, in the current [removed: environment,] [added: environment] it may become increasingly difficult to implement certain of these mitigation strategies.

While the global marketplace in which we operate has always been highly competitive, we continue to experience heightened competitive activity in certain markets from strong local [removed: competitors,] [added: competitors (including private label competitors),] from other large multinational companies, some of which have greater resources than we do, and from new entrants into the market in many of our categories.

We have been negatively affected by changes in the policies and practices of our trade customers in key markets, such as inventory destocking, fulfillment requirements, [added: technology-aided category pricing pressures,] limitations on access to shelf space, delisting of our products and [removed: certain] sustainability, supply chain and packaging standards or initiatives.

In connection with management changes, we realigned the reporting structure of our skin health business effective July 1, 2024.

Accordingly, commencing with the quarter ended September 30, 2024, the results of the skin health business previously reported within the Europe reportable operating segment are reported with our other skin health businesses in the North America reportable operating segment, with no impact on the Company's consolidated results of operations or financial position.

The Company has recast its historical geographic segment information to conform to the new reporting structure.

We have no manufacturing facilities in Russia.

The Conflict in the Middle East

To achieve our business and financial objectives, we are focused on delivering consistent compounded earnings per share growth through driving organic sales growth, operational efficiencies and leveraging the strength of our balance sheet.

We aim to deliver margin expansion and cash flow growth through operating leverage and efficiency.

During the quarter ended March 31, 2023, we recorded a charge of $267 as a result of a decision of the United States Court of Appeals for the Second Circuit (the “Second Circuit”) affirming a grant of summary judgment to the plaintiffs in a

In June 2023, we filed a petition for certiorari to the United States Supreme Court requesting permission for an appeal to that court, which was denied in October 2023.

In March 2024, the District Court granted the plaintiffs’ motion and found for the plaintiffs on those calculation issues.

We have appealed that decision to the Second Circuit.

All initiatives under the program have been implemented and the program concluded on December 31, 2024.

Total pretax charges from the implementation of the 2022 Global Productivity Initiative were $228 ($186 aftertax).

Recent developments in trade relations and the imposition of new and/or additional tariffs by the United States and other countries, including following the United States’ February 2025 executive orders imposing tariffs on imports from Canada, Mexico and China, may contribute to inflationary pressures and, as a result, may impact consumer demand for our products.

We are following the dynamic situation closely and evaluating the impact of such tariffs and any retaliatory actions taken by other countries on our business, results of operations, cash flows and financial condition.

While we have made and will make efforts to mitigate the impact of these and any additional tariffs imposed by the United States and/or other countries, they could impact the cost and/or price of our products, the cost and availability of raw and packaging materials and commodities and/or consumer demand for our products due to, among other things, the impact of such tariffs on the global economy, inflationary pressures or geopolitical relations.

Effective January 1, 2025, we designated Nigeria as a hyper-inflationary economy.

Consequently, the functional currency for our Nigerian subsidiary will be the U.S. dollar and the impact of all future Nigerian currency fluctuations will be recorded in income.

As discussed above, we continue to experience higher raw and packaging material costs, including the impact of transactional foreign exchange.

Our strategy is based on delivering consistent compounded earnings per share growth through driving organic sales growth, operational efficiencies and leveraging the strength of our balance sheet.

We believe increased household penetration and improved brand health are the keys to consistent organic sales growth and aim to achieve these through science-led, core and premium innovation, pursuing higher-growth adjacent categories and segments and expanding in faster-growing channels and markets.

We aim to deliver margin expansion and cash flow growth through operating leverage and efficiency.

Excluding charges resulting from the 2022 Global Productivity Initiative in 2024, Gross profit margin increased to 60.6% in 2024 from 58.2% in 2023.

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| Gross profit margin, non-GAAP | | | | | | 60.6 | | % | | | | 58.2 | | % | | | | 240 | | |

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Interest Expense

Interest expense was $292 in 2024 as compared to $287 in 2023.

Interest Income

Interest income was $67 in 2024 as compared to $55 in 2023.

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COVID-19

While the impact of the COVID-19 pandemic on our business has largely abated, uncertainties continue in China, which is experiencing the ongoing effects of the pandemic and an economic slowdown, and in the travel retail channel, where we have experienced and may continue to experience disruptions in our Filorga business.

While we currently expect to be able to continue operating our business as described above, uncertainty resulting from COVID-19 could result in unforeseen additional disruptions to our business, particularly in China and in the travel retail channel.

The safety of our employees and partners in Ukraine has been and remains our first priority.

While our ability to do business in Ukraine has been significantly impacted, we remain committed to providing access to our products to people in the region.

In

Russia, we are importing and selling a reduced portfolio of health and hygiene products for everyday use.

We have no manufacturing facilities in Russia and have ceased all capital investments and media activities in Russia.

The Israel-Hamas War

In particular, we believe our digital transformation is of paramount importance to our success going forward.

We also continue to broaden our eCommerce offerings, including direct-to-consumer and subscription services.

The current year impact of these changes is included in our full year effective income tax rate.

During the fourth quarter of 2022, we recorded a non-cash charge of $721 pretax ($620 aftertax) to adjust the carrying values of goodwill and intangible assets related to the Filorga skin health business.

The impairment was due primarily to the continued impact of the COVID-19 pandemic on the Filorga business, particularly in China, as a result of government restrictions and reduced consumer mobility, which negatively impacted consumption in the duty-free, travel retail and pharmacy channels, and the impact of significantly higher interest rates.

On September 30, 2022, the Company acquired a business, which operates three dry pet food manufacturing plants in the United States, for a purchase price, as adjusted, of $719, from Red Collar Pet Foods Holdings, Inc. and Red Collar Pet Foods Holdings, L.P. (collectively, “Red Collar Pet Foods”) to further support the global growth of the Hill’s Pet Nutrition business.

In July 2022, one of the Company’s subsidiaries in Asia Pacific completed a sale of land and recognized a pretax gain of $47 ($15 aftertax attributable to the Company).

Implementation of the 2022 Global Productivity Initiative, which is expected to be substantially completed by mid-year 2024, is estimated to result in cumulative pretax charges, once all phases are approved and implemented, in the range of $200 to $240 ($170 to $200 aftertax).

Annualized pretax savings are projected to be in the range of $90 to $110 ($70 to $85 aftertax), once all projects are approved and implemented.

For more information regarding the 2022 Global Productivity Initiative, see “Restructuring and Related Implementation Charges” below.

During the year ended December 31, 2023, all of our divisions experienced significantly higher raw and packaging material costs.

As discussed above, we have also experienced higher raw and packaging material costs.

Our strategy is based on driving organic sales growth and long-term profitable growth; pursuing higher-growth adjacent categories and segments, expanding in faster growing channels and markets and delivering margin expansion through operating leverage and efficiency.

Acquisitions contributed 1.0% to volume.

Acquisitions contributed 5.5% to volume.

| | | | | | | 2023 | | | | | | 2022 | | |

Lower overhead expenses were driven by lower logistics costs (130 bps), partially offset by higher other overhead expenses (40 bps).

| Gain on the sale of land in Asia Pacific | | | | | | — | | | | | | 47 | | |

Goodwill and Intangible Assets Impairment Charges

In the fourth quarter of 2022, the Company made revisions to the internal forecasts relating to its Filorga reporting unit due primarily to the continued impact of the COVID-19 pandemic, particularly in China, as a result of government restrictions and reduced consumer mobility, which negatively impacted consumption in the duty-free, travel retail and pharmacy channels.

The Company concluded that the changes in circumstances in this reporting unit and the impact of significantly higher interest rates triggered the need for an interim impairment review of its indefinite-lived trademark, goodwill and long-lived assets which consists primarily of customer relationships.

As a result of the interim impairment test, the Company concluded that the carrying value of the trademark and customer relationships exceeded their estimated fair value and recorded impairment charges of $300 and $89, respectively.

After adjusting the carrying values of the trademark and customer relationship intangible assets, the Company completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $332 in the Filorga reporting unit.

In 2022, Operating profit included goodwill and intangible assets impairment charges related to the Filorga reporting unit, charges resulting from the 2022 Global Productivity Initiative, a gain on the sale of land in Asia Pacific and acquisition-related costs.

| Goodwill and intangible assets impairment charges | | | | | | — | | | | | | 721 | | | | | | | | | | | | | | | | | | | | |

| Gain on the sale of land in Asia Pacific | | | | | | — | | | | | | (47) | | | | | | | | | | | | | | | | | | | | |

| Acquisition-related costs | | | | | | — | | | | | | 19 | | | | | | | | | | | | | | | | | | | | |

| Goodwill and intangible assets impairment charges | | | | | | — | | % | | | | 4.0 | | % | | | | | | | | | | | | | | | | | | |

| Gain on the sale of land in Asia Pacific | | | | | | — | | % | | | | (0.2) | | % | | | | | | | | | | | | | | | | | | |

| Acquisition-related costs | | | | | | — | | % | | | | 0.1 | | % | | | | | | | | | | | | | | | | | | |

Interest (income) expense, net was $232 in 2023 compared to $153 in 2022, primarily due to higher average interest rates on debt.

We seek to deliver [removed: sustainable, profitable] [added: consistent compounded earnings per share] growth [removed: and] [added: to help drive] superior [added: total] shareholder [removed: returns,] [added: return,] as well as [added: to] provide Colgate people with an innovative and inclusive work environment.

We do this by developing and selling science-led products globally that make people’s and their pets’ lives healthier and more enjoyable and by embracing our [removed: sustainability and social impact and diversity, equity and inclusion (“DE&I”) strategies] [added: Sustainability & Social Impact Strategy] across our organization.

Sales of Oral, Personal and Home Care products accounted for [removed: 42%, 19%] [added: 43%, 18%] and 17%, respectively, of our total worldwide Net sales in [removed: 2023.][added: 2024.]

Through our Hill’s Pet Nutrition segment (“Hill’s” or “Pet Nutrition”), we are a [removed: world] leader in specialty pet nutrition products for dogs and cats with products marketed in over 80 countries and territories worldwide.

Sales of Pet Nutrition products accounted for 22% of our total worldwide Net sales in [removed: 2023.][added: 2024.]

For more information regarding our worldwide Net sales by product category, refer to Note 1, Nature of Operations and Note [removed: 14,] [added: 13,] Segment Information to the Consolidated Financial Statements.

Our Oral, Personal and Home Care products are sold to a variety of [removed: traditional and eCommerce] retailers, wholesalers and distributors worldwide.

Our sales to Walmart, Inc. and its affiliates represented approximately 11% of our Net sales in [removed: 2023.][added: 2024.]

No other customer represented more than 10% of our Net [removed: sales.][added: sales in 2024.]

The retail landscape in many of our markets continues to evolve as a result of the continued growth of eCommerce, changing consumer behavior and preferences (as consumers increasingly shop [removed: online and via mobile] [added: online, including to compare prices] and [removed: social applications)] [added: product availability)] and the increased presence of alternative retail channels, such as subscription services and direct-to-consumer businesses.

In [removed: 2023,] [added: 2024,] compliance with these regulations did not have, and we do not expect such compliance in the future to have, a material adverse effect on our capital expenditures, earnings or competitive position.

U.S. federal authorities, including the U.S. Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational, [removed: Health and] Safety [added: and Health] Administration and the Environmental Protection Agency, regulate different aspects of our business, along with parallel authorities at the state and local levels and comparable authorities overseas.

For information regarding the impact of the war in Ukraine, refer to Part II, Item 7 “Management’s [removed: Discussions] [added: Discussion] and Analysis of Financial Condition and Results of Operations - Executive Overview.”

As of December 31, [removed: 2023,] [added: 2024,] we had approximately 34,000 employees based in over 100 countries.

Approximately two-thirds of our revenues are generated from markets outside the U.S. and [removed: 84%] [added: over 80%] of our employees are located outside the U.S. Approximately [removed: 34%] [added: 33%] of our employees are based in Asia Pacific, 30% are based in Latin America, [removed: 14%] [added: 17%] are based in [removed: Europe, 17%] [added: North America, 15%] are based in [removed: North America] [added: Europe] and 5% are based in Africa/Eurasia.

We believe Colgate people are crucial to our ongoing business success and aim to recruit, develop and retain strong [removed: and] [added: talent with] diverse [removed: talent.][added: backgrounds and perspectives.]

We celebrate differences, [removed: promote an equitable] [added: emphasize the importance of inclusion] and [removed: inclusive environment] [added: belonging for everyone] and value the contributions of all Colgate people.

Colgate people, working around the world, share a commitment to our three corporate [removed: values:] [added: values -] We are Caring, We are Inclusive and We are Courageous.

As a truly global company, [added: with employees in over 100 countries,] it is important that our employees reflect the [removed: diversity of the] communities in which we live and work.

As of December 31, [removed: 2023,] [added: 2024,] our global workforce was approximately [removed: 59%] [added: 58%] male and [removed: 41%] [added: 42%] female.

Women represented approximately [removed: 54% of our salaried and clerical employees,] 46% of [removed: our people managers, 45% of] Colgate’s executives and [removed: 38%] [added: 35%] of senior leadership.

In this section, [removed: “people managers” refers to employees with roles that have at least one direct report,] “executives” refers to those employees who are eligible to participate in Colgate’s equity incentive compensation plans and “senior leadership” refers to employees who are Senior Vice Presidents and above.

Our Board is also extensively involved in succession planning and people [removed: development] [added: development,] with special focus on CEO succession.

For information regarding our compensation philosophy and executive compensation programs, please see our Proxy Statement to be filed with the United States Securities and Exchange Commission (the “SEC”) in connection with the [removed: 2024] [added: 2025] Annual Meeting of Stockholders.

Our 2025 Sustainability & Social Impact Strategy is focused on three key ambitions - preserving our environment by accelerating action on climate change and reducing our environmental footprint; helping millions of homes by [added: designing more sustainable products and] empowering people to develop healthier habits; and driving social impact with a commitment to helping to ensure the [removed: well-being] [added: wellbeing] of all people and their pets.

In [removed: 2023,] [added: 2024,] we made progress on the targets set forth in our 2025 Sustainability & Social Impact Strategy.

*Reduce Plastic [removed: Waste:* As a positive step toward achieving our target to make all of our packaging recyclable, reusable or compostable by 2025, we] [added: Waste*: We] continue to implement our first-of-its-kind recyclable toothpaste tube across our toothpaste portfolio.

We introduced this tube in 2019 and, as of December 31, [removed: 2023,] [added: 2024,] we have transitioned approximately [removed: 60%] [added: 75%] of our toothpaste SKUs globally and approximately [removed: 90%] [added: 95%] of our toothpaste SKUs in North America to [removed: it.][added: recyclable tubes.]

We continue to share the tube technology with third parties [removed: by holding approximately 80 sessions] [added: and work] to encourage recyclability of all tubes in practice and at scale.

We are also focused on working with recycling stakeholders and partnering with key third parties to drive tube acceptance and communicating that consumers should check with their local [added: recycling] facilities to [removed: see if they accept the tubes for recycling.][added: confirm tube acceptance.]

*Accelerate Action on Climate [removed: Change:*] [added: Change*:] We are taking steps to accelerate action on climate change through science-based near-term, long-term and Net Zero 2040 emissions targets across our operations and [removed: supply] [added: value] chain, which have been approved by The Science Based Targets initiative.

Renewable energy agreements are a valuable part of this renewable energy master [removed: plan.][added: plan and are key contributors to achieving our target to have 100% renewable electricity by 2030.]

*Lead with Zero Waste [removed: Facilities:* It is our] [added: Facilities*: Our] goal [added: is] to achieve TRUE certification for zero waste at 100% of our operations, which we define as our manufacturing facilities, owned and operated warehouses, global technology centers and strategic [added: offices, by 2025.]

In [removed: 2023, four] [added: 2024, eight] more of our sites achieved TRUE certification.

That brings the total number of TRUE certified sites to [removed: 36] [added: 44] across [removed: five] [added: six] continents in [removed: 21] [added: 26] countries, as of December 31, [removed: 2023.][added: 2024.]

*Social [removed: Impact:*] [added: Impact*:] Colgate Bright Smiles, Bright Futures is our flagship oral health education and well-being initiative.

Since the program was established in 1991, we have reached approximately [removed: 1.7] [added: 1.8] billion children and their families [removed: in more than 100 countries.][added: with oral health education.]

Through our Hill’s Food, Shelter & Love program, we have helped over [removed: 14] [added: 15] million shelter pets find forever homes since 2002.

Additional information about our sustainability targets and efforts, including our [removed: 2022] [added: 2023] Sustainability [removed: and] [added: &] Social Impact [removed: Report,] [added: Report and] our [removed: 2023] [added: 2024] Climate Transition & Net Zero Action Plan [removed: and our reports aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations and Sustainability Accounting Standards Board (SASB)] can be found in the Sustainability section of our website at https://www.colgatepalmolive.com/sustainability.

The following is a list of our executive officers as of February [removed: 15, 2024:][added: 13, 2025:]

We are also subject to laws and regulations relating to sustainability, labor and employment practices, artificial intelligence and taxation.

As the owner of the world’s most penetrated brand, our business success relies on our ability to market our brands to consumers around the world.

We believe having a workforce that can speak to our consumers in an authentic manner enables us to increase our household penetration, an important part of our business strategy.

We are committed to fostering a sense of belonging that embodies our purpose and values, which are essential to how we drive innovation and growth.

We seek to foster an inclusive and supportive workplace that promotes the growth and development of all employees, supported by a robust learning culture that aligns with our business needs.

In the U.S., approximately 33% of our employees self-identify as racial/ethnic minorities, approximately 45% of our executives self-identify as racial/ethnic minorities and approximately 39% of our senior leadership self-identify as racial/ethnic minorities.

As part of these efforts, in 2023 and 2024, we signed long-term virtual power purchase agreements in the United States and Europe, respectively.

These evolved values, which were reimagined in 2023, represent who we are and inspire Colgate people to carry Colgate forward into the future.

WE ARE CARING: We are united in making the world a better place.

We believe everyone deserves a healthier life.

We lead with empathy, respect and gratitude.

We act with integrity, doing things the right way, for the right reasons no matter what.

We support others by generously sharing our resources and talents.

We work every day to earn the trust of all of our stakeholders.

WE ARE INCLUSIVE: We create a sense of belonging for all and cultivate an environment where people can be their authentic selves.

We foster a culture of belonging where Colgate people feel valued, part of a global team, and empowered to do extraordinary things.

We design the best solutions by embracing the unique talents, perspectives and backgrounds of our diverse workforce.

We form the strongest teams and create powerful pathways for our people and communities, to break through everyday barriers to equality of opportunity.

WE ARE COURAGEOUS: We drive change and get things done.

We are infinitely curious, constantly searching for better ways of working.

We challenge each other and how we do things, unafraid to disrupt the status quo, boldly and intentionally innovating, exploring and reaching for what is possible.

We recognize that to grow and thrive we must build on the power of our legacy, our scale and reach for good and for all.

We continue to drive a learning culture and transform our learning strategy to better meet our evolving business needs.

We provide our employees with learning experiences focused on building leadership skills and offer training programs that are closely aligned with our business strategy.

We continue to embed digital capabilities across the organization.

Through our continuous learning program, our employees have the opportunity to enhance their knowledge of data analytics and digital skills.

We also recently launched a new leadership framework anchored in three core principles: cultivate trust, create the future and commit to impact.

We believe these principles serve as a foundation to guide our ongoing transformation by defining the behaviors that Colgate people need to model.

Diversity, Equity & Inclusion

Measuring the race/ethnicity of our workforce is challenging to do on a global basis.

In the U.S., on an employee self-reported basis, the racial/ethnic composition of our workforce was approximately 67% White, 12% Hispanic, 10% Black, 9% Asian and 2% Other.

The racial/ethnic composition of our people managers was approximately 61% White, 16% Hispanic, 14% Asian and 9% Black; the composition of our executives was approximately 56% White, 20% Hispanic, 16% Asian, 7% Black and 1% Other; and the composition of senior leadership was approximately 59% White, 17% Hispanic, 12% Asian and 12% Black.

“Other” refers to American Indian/Alaska Native, two or more races or Native Hawaiian/other Pacific Islander.

We are committed to providing all of our employees with an equitable and inclusive work environment, learning opportunities and promotion and growth opportunities.

A vital piece of our DE&I strategy has been ensuring that our succession planning process incorporates the equal opportunity for advancement of women and people from underrepresented communities.

To help further foster inclusiveness, we support employee resource groups for team members of many different identities, interests and backgrounds, including underrepresented communities.

Each of these resource groups contributes to our inclusive work environment by developing and implementing programs to promote business and community involvement as well as cultural awareness.

We also partner with external organizations to develop an inclusive and supportive work environment.

Our global DE&I strategy aims to further advance our commitment to become an even more diverse, equitable and inclusive organization through its four pillars of People, Community, Supplier Diversity and Communication.

Consistent with this strategy, we are working to implement policies, learning experiences and processes that promote awareness,

empathy, advocacy and opportunity; become an ally for positive change for the underserved in communities in which we live and work; support minority and women-owned suppliers to enable success of diversity-owned businesses; and promote dialogue around DE&I to increase awareness and advance the culture change to achieve our vision.

Our Board, through its Nominating, Governance and Corporate Responsibility Committee and Personnel and Organization Committee, receives regular updates from management on our DE&I efforts.

The recyclable toothpaste tube is now available in over 50 countries worldwide.

In 2023, we signed a long-term virtual power purchase agreement for a solar energy farm outside of Waco, Texas, which will be a long-term source of clean, renewable energy in the United States.

Upon completion, the solar farm is expected to produce the equivalent of 100% of our U.S.-based operational electricity needs.

offices, by 2025.

| John W. Kooyman | | | | | | 59 | | | | | | 2019 | | | | | | Chief of Staff | | |

For information regarding legal proceedings, refer to Note [removed: 13,] [added: 12,] Commitments and Contingencies to the Consolidated Financial Statements included in Part IV, Item 15 of this report.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of Colgate-Palmolive Company Common Stock held by non-affiliates as of June 30, [removed: 2023] [added: 2024] (the last business day of its most recently completed second quarter) was approximately [removed: $63.6] [added: $79.2] billion.

There were [removed: 823,150,919] [added: 811,536,437] shares of Colgate-Palmolive Company Common Stock outstanding as of January 31, [removed: 2024.][added: 2025.]

| Portions of Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders | | | Part III, Items 10 through 14 | | |

| Item 1. | | | Business | | | [removed: [1](#iab936f8af82e46cea0670a9840c8518b_13)] [added: [1](#i0cbec9b1bc8c48ca9d9d7094eee1791f_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [7](#iab936f8af82e46cea0670a9840c8518b_16)] [added: [7](#i0cbec9b1bc8c48ca9d9d7094eee1791f_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [20](#iab936f8af82e46cea0670a9840c8518b_19)] [added: [20](#i0cbec9b1bc8c48ca9d9d7094eee1791f_19)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [21](#iab936f8af82e46cea0670a9840c8518b_2235)] [added: [21](#i0cbec9b1bc8c48ca9d9d7094eee1791f_22)] | | |

| Item 2. | | | Properties | | | [removed: [23](#iab936f8af82e46cea0670a9840c8518b_22)] [added: [23](#i0cbec9b1bc8c48ca9d9d7094eee1791f_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [24](#iab936f8af82e46cea0670a9840c8518b_25)] [added: [24](#i0cbec9b1bc8c48ca9d9d7094eee1791f_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [24](#iab936f8af82e46cea0670a9840c8518b_28)] [added: [24](#i0cbec9b1bc8c48ca9d9d7094eee1791f_31)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [25](#iab936f8af82e46cea0670a9840c8518b_34)] [added: [25](#i0cbec9b1bc8c48ca9d9d7094eee1791f_37)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [25](#iab936f8af82e46cea0670a9840c8518b_37)] [added: [25](#i0cbec9b1bc8c48ca9d9d7094eee1791f_40)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [26](#iab936f8af82e46cea0670a9840c8518b_40)] [added: [26](#i0cbec9b1bc8c48ca9d9d7094eee1791f_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [59](#iab936f8af82e46cea0670a9840c8518b_64)] [added: [59](#i0cbec9b1bc8c48ca9d9d7094eee1791f_67)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [60](#iab936f8af82e46cea0670a9840c8518b_67)] [added: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_70)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [60](#iab936f8af82e46cea0670a9840c8518b_70)] [added: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_73)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [60](#iab936f8af82e46cea0670a9840c8518b_73)] [added: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_76)] | | |

| Item 9B. | | | Other Information | | | [removed: [60](#iab936f8af82e46cea0670a9840c8518b_76)] [added: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_79)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [60](#iab936f8af82e46cea0670a9840c8518b_79)] [added: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_82)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [61](#iab936f8af82e46cea0670a9840c8518b_85)] [added: [61](#i0cbec9b1bc8c48ca9d9d7094eee1791f_88)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [61](#iab936f8af82e46cea0670a9840c8518b_88)] [added: [61](#i0cbec9b1bc8c48ca9d9d7094eee1791f_91)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [62](#iab936f8af82e46cea0670a9840c8518b_91)] [added: [62](#i0cbec9b1bc8c48ca9d9d7094eee1791f_94)] | | |

| Item 13. | | | Certain Relationships and Related Transactions and Director Independence | | | [removed: [62](#iab936f8af82e46cea0670a9840c8518b_94)] [added: [62](#i0cbec9b1bc8c48ca9d9d7094eee1791f_97)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [62](#iab936f8af82e46cea0670a9840c8518b_97)] [added: [62](#i0cbec9b1bc8c48ca9d9d7094eee1791f_100)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [63](#iab936f8af82e46cea0670a9840c8518b_103)] [added: [63](#i0cbec9b1bc8c48ca9d9d7094eee1791f_106)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [67](#iab936f8af82e46cea0670a9840c8518b_109)] [added: [67](#i0cbec9b1bc8c48ca9d9d7094eee1791f_112)] | | |

| Signatures | | | | | | [68](#i0cbec9b1bc8c48ca9d9d7094eee1791f_115) | | |

| Signatures | | | | | | [68](#iab936f8af82e46cea0670a9840c8518b_112) | | |

He has been leading our global information security program for almost [removed: five] [added: seven] years.

He has led our information technology Operational Performance and Reliability Committee for the last [removed: eight] [added: nine] years, which reviews and provides continuous improvement processes and technology across infrastructure, information security, architecture, application and end user performance.

[added: works both independently and with third party cybersecurity professionals to conduct security assessments of our] enterprise-wide cybersecurity practices, including penetration testing, and identify areas for continuous improvement within the information security program.

This statement, which is refreshed [removed: periodically and was most recently updated in January 2023,] [added: periodically,] is used by the Nominating, Governance and Corporate Responsibility Committee (“NGCR Committee”) [removed: in evaluating] [added: to evaluate] individual director candidates.

Our CISO [removed: provides a report] [added: reports] to the Audit Committee on cybersecurity quarterly, or more frequently if circumstances warrant, including relevant cybersecurity incidents impacting the Company and on topics related to information security, data privacy and cyber risks and mitigation strategies.

He has a certification from Stanford University for Cybersecurity and Executive Strategy.

Additionally, we maintain an offensive security team that

The Company is a member of the Retail and Hospitality Information Sharing and Analysis Center, which provides additional intelligence associated with threats pertaining to our industry.

Additionally, we maintain an offensive security team that works both independently and with third party cybersecurity professionals to conduct security assessments of our

The Audit Committee also oversees risks associated with cybersecurity, financial reporting and legal matters (including data privacy, competition law, litigation and ethics and compliance).

We own or lease approximately [removed: 320] [added: 315] properties, which include manufacturing, distribution, research and development and office facilities worldwide.

Outside the U.S., we operate in approximately [removed: 235] [added: 230] properties, of which 58 are owned, in over 80 countries.

Major overseas manufacturing and warehousing facilities used by the Oral, Personal and Home Care product segment of our business are located in Australia, Brazil, China, Colombia, France, Greece, Guatemala, India, Italy, Mexico, Poland, South Africa, Thailand, [removed: Turkiye] [added: Türkiye] and Vietnam.

As of December 31, [removed: 2023,] [added: 2024,] the number of common shareholders of record was [removed: 16,595.][added: 15,598.]

The following table shows the share repurchase activity for the three months in the quarter ended December 31, [removed: 2023:][added: 2024:]

(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: 45,888] [added: 19,302] shares, which 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: 2023.][added: 2024.]

| October 1 through 31, 2024 | | | | | | 1,194,671 | | | | | | $ | 99.07 | | | | | 1,190,665 | | | | | | $ | 1,517 | |

| November 1 through 30, 2024 | | | | | | 554,917 | | | | | | $ | 92.51 | | | | | 549,900 | | | | | | $ | 1,466 | |

| December 1 through 31, 2024 | | | | | | 3,045,662 | | | | | | $ | 93.15 | | | | | 3,035,383 | | | | | | $ | 1,183 | |

| Total | | | | | | 4,795,250 | | | | | | $ | 94.55 | | | | | 4,775,948 | | | | | | | | |

| October 1 through 31, 2023 | | | | | | 791,784 | | | | | | $ | 71.01 | | | | | 761,912 | | | | | | $ | 3,041 | |

| November 1 through 30, 2023 | | | | | | 385,842 | | | | | | $ | 75.82 | | | | | 380,200 | | | | | | $ | 3,012 | |

| December 1 through 31, 2023 | | | | | | 1,707,326 | | | | | | $ | 78.16 | | | | | 1,696,952 | | | | | | $ | 2,879 | |

| Total | | | | | | 2,884,952 | | | | | | $ | 75.89 | | | | | 2,839,064 | | | | | | | | |

_______

The Company’s management, under the supervision and with the participation of the Company’s Chairman of the Board, President 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: 2023] [added: 2024] (the “Evaluation”).

Management, under the supervision and with the participation of the Company’s Chairman of the Board, President 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 was effective as of December 31, [removed: 2023.][added: 2024.]

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: 2023,] [added: 2024,] and has expressed an unqualified opinion in their report, which appears under “Index to Financial Statements – Report of Independent Registered Public Accounting Firm.”

During the three months ended December 31, [removed: 2023,] [added: 2024,] no director or officer of the Company [removed: adopted] [added: adopted, modified] or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

(b) Trading Plans

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 Chairman of the Board, President and Chief Executive Officer, the Chief Financial Officer and the Executive Vice [removed: President and] [added: President,] Controller, and the Company’s directors.

Additional information required by this Item 10 will be included under the headings “Governance – the Board of Directors,” “Governance – Board Structure and Responsibilities – Committees of the Board of Directors – Audit Committee” and “Executive Compensation – Compensation Discussion and Analysis – Compensation Governance Features – Insider Trading Policy and Prohibition on Hedging and Pledging of Company Stock” in the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2024 (the “2025 Proxy Statement”) and is incorporated herein by reference.

Information on beneficial ownership reporting compliance will be included under the heading “Stock Ownership – Delinquent Section 16(a) Reports,” if applicable, in the 2025 Proxy Statement and is incorporated herein by reference.

Additional information required by this Item relating to directors, executive officers and corporate governance of the Company is incorporated herein by reference to the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”).

Code of Ethics

Information required by this Item 11 will be included under the headings “Executive Compensation,” “Governance – Compensation of Directors” and “Governance – Compensation Committee Interlocks and Insider Participation” in the 2025 Proxy Statement and is incorporated herein by reference.

The information regarding executive compensation set forth in the 2024 Proxy Statement is incorporated herein by reference.

[removed: (a)The information] [added: (a)Information] regarding security ownership of certain beneficial owners and management [removed: set forth] [added: will be included under the heading “Stock Ownership”] in the [removed: 2024] [added: 2025] Proxy Statement [added: and] is incorporated herein by reference.

(c)Equity compensation plan information as of December 31, [removed: 2023:][added: 2024:]

| Equity compensation plans approved by security holders | | | | | | [removed: 22,916] [added: 15,798] | | | (1) | | | $ | [removed: 75.09] [added: 79.00] | | (2) | | | [removed: 28,522] [added: 26,572] | | | (3) | | |

(1)Consists of [removed: 20,742] [added: 12,774] options [removed: outstanding under the Company’s 2013 Incentive Compensation Plan and the Company’s 2019 Incentive Compensation Plan and 2,174] [added: outstanding, 1,987] restricted stock units awarded but not yet vested [added: and 1,037 performance-based restricted stock units outstanding] under the Company’s 2019 Incentive Compensation Plan, as more fully described in Note [removed: 8,] [added: 7,] 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: $75] [added: $78, restricted stock units of $88] and [added: performance-based] restricted stock units of [removed: $76.][added: $74.]

(3)Amount includes [removed: 19,951 options] [added: all of the securities] available for [removed: issuance and 8,571] [added: future issuances in the form of options,] restricted stock units [removed: available for issuance] [added: and performance-based awards] under the Company’s 2019 Incentive Compensation Plan.

| Total | | | | | | 15,798 | | | | | | $ | 79.00 | | | | | 26,572 | | | | | |

| Total | | | | | | 22,916 | | | | | | $ | 75.09 | | | | | 28,522 | | | | | |

_______

[removed: The information regarding certain relationships] [added: Information required by this Item 13 will be included under the headings “Governance – Certain Relationships] and [removed: related transactions] [added: Related Transactions”] and [removed: director independence set forth] [added: “Governance – Director Independence”] in the [removed: 2024] [added: 2025] Proxy Statement [added: and] is incorporated herein by reference.

Information required by this Item 14 will be included under the heading “Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm” in the 2025 Proxy Statement and is incorporated herein by reference.

The information regarding auditor fees and services set forth in the 2024 Proxy Statement is incorporated herein by reference.

| 3-A | | | | | | [Restated Certificate of Incorporation, as amended. (Registrant hereby incorporates by reference Exhibit 3-A to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. [removed: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000119312508160116/dex3a.htm)] [added: 1-644.)](https://www.sec.gov/Archives/edgar/data/21665/000119312508160116/dex3a.htm)] | | |

| 4 | | | a) | | | [Description of Securities of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/21665/000002166524000003/exhibit4a12312023.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit4a12312024.htm)] | | |

| | | | c) | | | [Colgate-Palmolive Company Employee Stock Ownership Trust Agreement dated as of June 1, 1989, as amended. (Registrant hereby incorporates by reference Exhibit 4-B (b) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. [removed: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000094018000000960/0000940180-00-000960-0002.txt)] [added: 1-644.)](https://www.sec.gov/Archives/edgar/data/21665/000094018000000960/0000940180-00-000960-0002.txt)] | | |

| 10-A | | | a) | | | [Colgate-Palmolive 2019 Incentive Compensation Plan. (Registrant hereby incorporates by reference Annex C to its 2019 Notice of Annual Meeting and Proxy Statement, File No. [removed: 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000120677419001074/cl3440361-def14a.htm#AnnexCColgatePalmoliveCompany2019IncentiveCompensationPlan)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000120677419001074/cl3440361-def14a.htm#AnnexCColgatePalmoliveCompany2019IncentiveCompensationPlan)] | | |

| | | | b) | | | [Form of Nonqualified Option Award Agreement used in connection with grants under the Colgate-Palmolive Company 2019 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023stockoptionform2019pl.htm)[B](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023stockoptionform2019pl.htm) [to] [added: 10-B to] its Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 20](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023stockoptionform2019pl.htm)[23](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023stockoptionform2019pl.htm)[,] [added: 2024,] File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023stockoptionform2019pl.htm)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166524000044/a2024stockoptionform2019pl.htm)] | | |

| | | | c) | | | [Form of Restricted Stock Unit Award Agreement used in connection with grants under the Colgate-Palmolive Company 2019 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit [removed: 10-](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023rsuform2019plannoneea.htm)[C](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023rsuform2019plannoneea.htm) [to] [added: 10-C to] its Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 20](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023rsuform2019plannoneea.htm)[2](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023rsuform2019plannoneea.htm)[3](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023rsuform2019plannoneea.htm)[,] [added: 2024,] File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166523000037/a2023rsuform2019plannoneea.htm)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166524000044/a2024rsuform2019plannoneea.htm)] | | |

| | | | d) | | | [Form of Performance Stock Unit Award Agreement for the [removed: 2021-2023] [added: 2022-2024] Performance Cycle (Registrant hereby incorporates by reference Exhibit [removed: 10-A] [added: 10-B] to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166522000010/exhibit10a_033122xq12022.htm)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166522000010/exhibit10b_033122xq12022.htm)] | | |

| | | | [removed: e)] [added: f)] | | | [Form of Performance Stock Unit Award Agreement for the [removed: 2022-2024] [added: 2024-2026] Performance Cycle (Registrant hereby incorporates by reference Exhibit [removed: 10-B] [added: 10-A] to its Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2022,] [added: 2024,] File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166522000010/exhibit10b_033122xq12022.htm)] [added: 1-644)](https://www.sec.gov/Archives/edgar/data/21665/000002166524000015/exhibit10a_033124xq12024.htm)*] | | |

| | | | [removed: f)] [added: e)] | | | [Form of Performance Stock Unit Award Agreement for the 2023-2025 Performance Cycle (Registrant hereby incorporates by reference Exhibit 10-A to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, File No. 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166523000016/exhibit10-a033123_q12023.htm) | | |

| [added: 10-J] | | | [removed: b)] | | | [Form of [removed: Nonqualified Option Award] [added: Indemnification] Agreement [removed: used in connection with grants under the 2013 Incentive Compensation Plan.] [added: between Colgate-Palmolive Company and its directors, executive officers and certain key employees.] (Registrant hereby incorporates by reference Exhibit [removed: 10-A (b)] [added: 10-K] to its Annual Report on Form 10-K for the year ended December 31, 2017, File No. [removed: 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-ab12312017.htm)] [added: 1-644.)](https://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-k12312017.htm)] | | |

| [removed: 10-C] [added: 10-B] | | | 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.)* | | |

| [removed: 10-D] [added: 10-C] | | | | | | [Colgate-Palmolive Company Supplemental Salaried Employees’ Retirement Plan, amended and restated, effective as of January 1, 2021. (Registrant hereby incorporates by reference Exhibit 10-D to its Annual Report on Form 10-K for the year ended December 31, 2021, File No. 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166522000003/exhibit10-d12312021.htm) | | |

| [removed: 10-E] [added: 10-D] | | | a) | | | [Colgate-Palmolive Company Executive Severance Plan, as amended and restated through September [removed: 13 ,] [added: 13,] 2023. (Registrant hereby incorporates by reference Exhibit 10-A to its Current Report on Form 8-K filed on September 15, 2023, File No. 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166523000034/executiveseveranceplan2023.htm) | | |

| | | | c) | | | [Colgate-Palmolive Company Executive Officer Cash Severance Policy. [removed: (](https://www.sec.gov/Archives/edgar/data/21665/000002166522000006/exhibit101colgate-palmoliv.htm)[R](https://www.sec.gov/Archives/edgar/data/21665/000002166522000006/exhibit101colgate-palmoliv.htm)[egistrant] [added: (Registrant] hereby incorporates by reference Exhibit 10.1 to its Current Report on Form 8-K filed on April 11, 2022, File No 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166522000006/exhibit101colgate-palmoliv.htm) | | |

| [removed: 10-F] [added: 10-E] | | | | | | [Colgate-Palmolive Company Pension Plan for Outside Directors, as amended and restated. (Registrant hereby incorporates by reference Exhibit 10-D to its Annual Report on Form 10-K for the year ended December 31, 1999, File No. [removed: 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000095013000001590/0000950130-00-001590.txt)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000095013000001590/0000950130-00-001590.txt)] | | |

| [removed: 10-G] [added: 10-F] | | | a) | | | [Colgate-Palmolive Company Restated and Amended Deferred Compensation Plan for Non-Employee Directors, as amended. (Registrant hereby incorporates by reference Exhibit 10-H to its Annual Report on Form 10-K for the year ended December 31, 1997, File No. [removed: 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/0000940180-98-000317.txt)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/0000940180-98-000317.txt)] | | |

| | | | b) | | | [Amendment, effective as of January 1, 2005, to the Colgate-Palmolive Company Restated and Amended Deferred Compensation Plan for Non-Employee Directors. (Registrant hereby incorporates by reference Exhibit 10-F to its 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/21665/000119312507229631/dex10f.htm)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000119312507229631/dex10f.htm)] | | |

| [removed: 10-H] [added: 10-G] | | | | | | [Colgate-Palmolive Company Deferred Compensation Plan, amended and restated, effective as of October 28, 2021. (Registrant hereby incorporates by reference Exhibit 10-B to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, File No. 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166521000027/exhibit10b_093021xq32021.htm) | | |

| [removed: 10-I] [added: 10-H] | | | | | | [Amended and Restated Five Year Credit Agreement, dated as of November 4, 2022, by and among Colgate-Palmolive Company, as Borrower, Citibank, N.A., as Administrative Agent and Arranger, and the Lenders party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm) [(](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[R](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[egistrant hereby](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm) [incorporates] [added: thereto. (Registrant hereby incorporates] by reference [removed: E](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[xhibit 10](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[\-](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[I] [added: Exhibit 10-I] to its [removed: Ann](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[ual] [added: Annual] Report on Form 10-K [removed: f](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[o](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[r] [added: for] the year ended [removed: Dec](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[ember] [added: December] 31, 2022, File No. [removed: 1-644)](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)] [added: 1-644](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[.](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[)](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)] | | |

| [removed: 10-J] [added: 10-I] | | | | | | [Colgate-Palmolive Company Supplemental Savings and Investment Plan, amended and restated, effective as of January 1, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm) [(](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[Registrant her](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[e](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[by inco](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[rporates] [added: 2022. (Registrant hereby incorporates] by reference [removed: E](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[xhibit] [added: Exhibit] 10-J to [removed: i](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[ts](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm) [Annual] [added: its Annual] Report [removed: on](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm) [Form] [added: on Form] 10-K for the year ended [removed: Decembe](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[r] [added: December] 31, 2022, File No. [removed: 1-644](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[.](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[)](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)[*](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)] | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/21665/000002166524000003/exhibit2112312023.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit2112312024.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/21665/000002166524000003/exhibit2312312023.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit2312312024.htm)] | | |

| 24 | | | | | | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/21665/000002166524000003/exhibit2412312023.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit2412312024.htm)] | | |

| 31-A | | | | | | [Certificate of the Chairman of the Board, President 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/21665/000002166524000003/exhibit31a12312023.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit31a12312024.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/21665/000002166524000003/exhibit31b12312023.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit31b12312024.htm)] | | |

| 32 | | | | | | [Certificate of the Chairman of the Board, President 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/21665/000002166524000003/exhibit3212312023.htm)] [added: 1350.*](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit3212312024.htm)] | | |

| 97 | | | | | | [Colgate-Palmolive Company Dodd-Frank Clawback Policy for the Recovery of Erroneously Awarded [removed: Compensation.](https://www.sec.gov/Archives/edgar/data/21665/000002166524000003/exhibit9712312023.htm)] [added: Compensation.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit9712312024.htm)] | | |

| 101 | | | | | | The following materials from Colgate-Palmolive Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated [added: Statements of Comprehensive Income, (iii) the Consolidated] Balance Sheets, [removed: (iii)] [added: (iv)] the Consolidated Statements of Changes in Shareholders’ Equity, [removed: (iv) the Consolidated Statements of Comprehensive Income,] (v) the Consolidated Statements of Cash Flows, [added: and] (vi) Notes to Consolidated Financial [removed: Statements, and (vii) Financial Statement Schedule.] [added: Statements.] | | |

| 19 | | | | | | [Colgate-Palmolive Company Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit1912312024.htm) | | |

| | | | | | | | | |

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

| 10-B | | | a) | | | [Colgate-Palmolive Company 2013 Incentive Compensation Plan. (Registrant hereby incorporates by reference Annex B to its 2013 Notice of Annual Meeting and Proxy Statement, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000093041313001901/c73031_def14a.htm#c73031a043_v1) | | |

| 10-K | | | | | | [Form of Indemnification Agreement between Colgate-Palmolive Company and its directors, executive officers and certain key employees. (Registrant hereby incorporates by reference Exhibit 10-K to its Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-644.)](https://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-k12312017.htm) | | |

__________

| Date: February [removed: 15, 2024] [added: 13, 2025] | | | By | | | /s/ Noel [removed: R.] Wallace | | |

| | | | | | | Noel [removed: R.] Wallace Chairman of the Board, President 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, 2024,] [added: 13, 2025,] by the following persons on behalf of the registrant and in the capacities indicated.

| /s/ Noel [removed: R.] Wallace | | | | | | /s/ Noel [removed: R.] Wallace | | |

| Noel [removed: R.] Wallace Chairman of the Board, President and Chief Executive Officer | | | | | | Noel [removed: R.] Wallace | | |

| (b) Principal Financial Officer | | | | | | John P. Bilbrey, John T. Cahill, Steven A. Cahillane, Lisa M. Edwards, C. Martin Harris, Martina Hund-Mejean, Kimberly A. Nelson, [added: Brian O. Newman,] Lorrie M. [removed: Norrington, Stephen I. Sadove*] [added: Norrington*] | | |

| Gregory O. Malcolm Executive Vice [removed: President and] [added: President,] Controller | | | | | | | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [70](#iab936f8af82e46cea0670a9840c8518b_118)] [added: [70](#i0cbec9b1bc8c48ca9d9d7094eee1791f_121)] | | |

| Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [72](#iab936f8af82e46cea0670a9840c8518b_121)] [added: [72](#i0cbec9b1bc8c48ca9d9d7094eee1791f_124)] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [73](#iab936f8af82e46cea0670a9840c8518b_124)] [added: [73](#i0cbec9b1bc8c48ca9d9d7094eee1791f_127)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [74](#iab936f8af82e46cea0670a9840c8518b_127)] [added: [74](#i0cbec9b1bc8c48ca9d9d7094eee1791f_130)] | | |

| Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [75](#iab936f8af82e46cea0670a9840c8518b_130)] [added: [75](#i0cbec9b1bc8c48ca9d9d7094eee1791f_133)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [76](#iab936f8af82e46cea0670a9840c8518b_133)] [added: [76](#i0cbec9b1bc8c48ca9d9d7094eee1791f_136)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [77](#iab936f8af82e46cea0670a9840c8518b_139)] [added: [77](#i0cbec9b1bc8c48ca9d9d7094eee1791f_142)] | | |

We have audited the [added: accompanying] consolidated [removed: financial statements, including the related notes and financial statement schedule,] [added: balance sheets] of Colgate-Palmolive Company and its subsidiaries (the [removed: “Company”)] [added: "Company")] as [removed: listed] [added: of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of changes] in [added: shareholders' equity and of cash flows for each of] the [removed: accompanying index] [added: three years in the period ended December 31, 2024, including the related notes] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Goodwill [removed: and indefinite-lived intangible assets are] [added: is] subject to [added: an] impairment [removed: tests] [added: test] at least annually or when events or changes in circumstances indicate that an asset may be impaired.

[removed: As disclosed by management, determining] [added: Determining] the fair value of the Company’s reporting units for goodwill and the fair value of its intangible assets requires significant estimates and judgments by management.

When a quantitative analysis is performed, [removed: management] [added: the Company generally] uses the income approach, which requires several estimates, including future cash flows consistent with management’s strategic plans, sales growth rates and the selection of royalty rates and discount rates.

The principal considerations for our determination that performing procedures relating to the goodwill [removed: and indefinite-lived intangible asset annual] impairment [removed: assessments] [added: assessment] for [removed: the Filorga] [added: a certain] reporting unit [added: within the North America Oral, Personal] and [removed: a certain trademark] [added: Home Care segment prior to the reporting structure realignment] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of [removed: the Filorga] [added: a certain] reporting unit [added: within the North America Oral, Personal] and [removed: a certain trademark;] [added: Home Care segment prior to the reporting structure realignment;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the sales growth rates and [added: the] discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill [removed: and indefinite-lived intangible asset annual] impairment [removed: assessments,] [added: assessment,] including controls over the valuation of [removed: the Filorga] [added: a certain] reporting unit [added: within the North America Oral, Personal] and [removed: a certain trademark.][added: Home Care segment prior to the reporting structure realignment.]

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of [removed: the Filorga] [added: a certain] reporting unit [added: within the North America Oral, Personal] and [removed: a certain trademark;] [added: Home Care segment prior to the reporting structure realignment;] (ii) evaluating the appropriateness of the income [removed: approaches] [added: approach] used by management; (iii) testing the completeness and accuracy of underlying data used in the income [removed: approaches;] [added: approach;] and (iv) evaluating the reasonableness of [added: the] significant assumptions used by management related to the sales growth rates and [added: the] discount rate.

Evaluating management’s assumptions related to the sales growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of [removed: the Filorga reporting unit and] a certain [removed: brand;] [added: business within the North America Oral, Personal and Home Care segment;] (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income [removed: approaches] [added: approach] and (ii) the reasonableness of the discount rate assumption.

| New York, New York February [removed: 15, 2024] [added: 13, 2025] | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 19,457] [added: 20,101] | | | | | $ | [removed: 17,967] [added: 19,457] | | | | | $ | [removed: 17,421] [added: 17,967] | |

| Cost of sales | | | [removed: 8,131] [added: 7,940] | | | | | | [removed: 7,719] [added: 8,131] | | | | | | [removed: 7,046] [added: 7,719] | | |

| Gross profit | | | [removed: 11,326] [added: 12,161] | | | | | | [removed: 10,248] [added: 11,326] | | | | | | [removed: 10,375] [added: 10,248] | | |

| Selling, general and administrative expenses | | | [removed: 7,151] [added: 7,729] | | | | | | [removed: 6,565] [added: 7,151] | | | | | | [removed: 6,407] [added: 6,565] | | |

| Other (income) expense, net | | | [removed: 191] [added: 164] | | | | | | [removed: 69] [added: 191] | | | | | | [removed: 65] [added: 69] | | |

| Goodwill and intangible assets impairment charges | | | — | | | | | | [removed: 721] [added: —] | | | | | | [removed: 571] [added: 721] | | |

| Operating profit | | | [removed: 3,984] [added: 4,268] | | | | | | [removed: 2,893] [added: 3,984] | | | | | | [removed: 3,332] [added: 2,893] | | |

| Non-service related postretirement costs | | | [removed: 360] [added: 87] | | | | | | [removed: 80] [added: 360] | | | | | | [removed: 70] [added: 80] | | |

| Income before income taxes | | | [removed: 3,392] [added: 3,956] | | | | | | [removed: 2,660] [added: 3,392] | | | | | | [removed: 3,087] [added: 2,660] | | |

| Provision for income taxes | | | [removed: 937] [added: 907] | | | | | | [removed: 693] [added: 937] | | | | | | [removed: 749] [added: 693] | | |

| Net income including noncontrolling interests | | | [removed: 2,455] [added: 3,049] | | | | | | [removed: 1,967] [added: 2,455] | | | | | | [removed: 2,338] [added: 1,967] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: 155] [added: 160] | | | | | | [removed: 182] [added: 155] | | | | | | [removed: 172] [added: 182] | | |

| Market Information | | | [121](#i0cbec9b1bc8c48ca9d9d7094eee1791f_232) | | |

*Goodwill Impairment Assessment for a Certain Reporting Unit within the North America Oral, Personal and Home Care Segment Prior to the Reporting Structure Realignment*

As described in Notes 2, 4 and 13 to the consolidated financial statements, goodwill within the North America Oral, Personal and Home Care segment was $1,108 million as of December 31, 2024, of which a portion relates to a certain reporting unit.

In connection with management changes, the Company realigned the reporting structure of its skin health business effective July 1, 2024, and in conjunction with this reporting structure realignment, management completed a goodwill impairment assessment.

As disclosed by management, determining the fair value of the Company’s reporting units for goodwill requires significant estimates and judgments by management.

When a quantitative analysis is performed, management uses the income approach, which requires several estimates, including future cash flows consistent with management’s strategic plans, sales growth rates and discount rates.

| Interest expense | | | 292 | | | | | | 287 | | | | | | 167 | | |

| Less: Net income attributable to noncontrolling interests | | | 160 | | | | | | 155 | | | | | | 182 | | |

| Goodwill | | | 3,272 | | | | | | 3,410 | | |

| Debt payable within one-year | | | $ | 660 | | | | | $ | 330 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,889 | | | | | | — | | | | | | 160 | | |

| Dividends ($2.48)/per share* | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,034) | | | | | | — | | | | | | (168) | | |

| Balance, December 31, 2024 | | | $ | 1,466 | | | | | $ | 4,181 | | | | | $ | — | | | | | $ | (27,358) | | | | | $ | 26,145 | | | | | $ | (4,222) | | | | | $ | 332 | |

* Five dividends were declared in 2024.

Four dividends were declared in 2023 and 2022.

| Net income including noncontrolling interests | | | $ | 3,049 | | | | | $ | 2,455 | | | | | $ | 1,967 | |

| Goodwill and intangible assets impairment charges | | | — | | | | | | — | | | | | | 721 | | |

In assessing impairment, the Company performs either a quantitative or a qualitative analysis.

The Company generally engages a third-party valuation firm to assist in determining the fair value of intangible assets acquired in business combinations.

As a result of a reporting structure realignment, the Company reallocated the goodwill of a certain reporting unit from the Europe segment to the North America segment.

Before and after the reporting structure realignment, the Company completed an assessment indicating no goodwill impairment was required.

Refer to Note 13, Segment Information for additional information.

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments.” This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires additional disclosures related to the disaggregation of income statement expense categories.

In March 2024, the SEC finalized rules intended to enhance and standardize climate-related disclosures in registrants’ registration statements and Annual Reports on Form 10-K.

The new rules would require climate-related disclosures, including as they relate to governance, strategy, risk management, targets and goals and greenhouse gas emissions.

In addition, the rules would require certain climate-related disclosures as it relates to severe weather events and other natural conditions and carbon offsets and renewable energy credits.

In April 2024, the SEC voluntarily stayed the rules due to pending judicial review.

Other than the new disclosure requirements, this guidance will not have an impact on the Company’s Consolidated Financial Statements.

The Company adopted this guidance in 2024.

This guidance is effective for the Company no later than June 30, 2027.

Other than the new disclosure requirements, this guidance will not have an impact on the Company’s Consolidated Financial Statements.

All initiatives have been implemented and the program concluded on December 31, 2024.

| | | | | | |

| | | | Total Program Charges | | |

| | | | as of December 31, 2024 | | |

| Total | | | $ | 228 | |

Over the course of the 2022 Global Productivity Initiative, approximately 80% of the charges resulted in cash expenditures.

| | | | 2024 | | | | | | 2023 | | | | | |

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

COLGATE-PALMOLIVE COMPANY

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

| Financial Statement Schedule | | | | | |

| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021 | | | [123](#iab936f8af82e46cea0670a9840c8518b_223) | | |

| Selected Financial Data | | | | | |

| Market Information | | | [124](#iab936f8af82e46cea0670a9840c8518b_226) | | |

*Goodwill and Indefinite-Lived Intangible Asset Annual Impairment Assessments for the Filorga Reporting Unit and a Certain Trademark*

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s goodwill and other intangible assets, net balance were $3,410 million and $1,887 million, respectively, as of December 31, 2023, and the goodwill associated with the Filorga reporting unit and a certain trademark were $221 million and $260 million, respectively.

| Interest (income) expense, net | | | 232 | | | | | | 153 | | | | | | 175 | | |

(Dollars in Millions)

(Dollars in Millions Except Share and Per Share Amounts)

| Unearned compensation | | | — | | | | | | (1) | | |

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

| Balance, January 1, 2021 | | | $ | 1,466 | | | | | $ | 2,969 | | | | | $ | (1) | | | | | $ | (23,045) | | | | | $ | 23,699 | | | | | $ | (4,345) | | | | | $ | 358 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,166 | | | | | | — | | | | | | 172 | | |

| Dividends ($1.79)/per share* | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,515) | | | | | | — | | | | | | (166) | | |

* Two dividends were declared in each of the first quarters of 2023, 2022 and 2021.

| Loss on early extinguishment of debt | | | — | | | | | | — | | | | | | 75 | | |

(1) For the years ended December 31, 2023, 2022 and 2021, Principal payments on debt includes cash charges of $0 and $0 and $75, respectively, related to the extinguishment of debt prior to maturity.

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

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

Notes to Consolidated Financial Statements (continued)

We are currently assessing the impact of this guidance on our disclosures.

In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” This ASU eliminates the accounting guidance for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty.

The amendments also require disclosure of current-period gross write-offs by year of origination for financing receivables.

In March 2022, the FASB issued ASU No. 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method.” This ASU clarifies the accounting and promotes consistency in reporting for hedges where the portfolio layer method is applied.

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606).” This guidance was effective for the Company beginning on January 1, 2023 and did not have a material impact on the Company’s Consolidated Financial Statements.

Acquisitions

*Red Collar Pet Foods*

On September 30, 2022, the Company acquired a business that operates three dry pet food manufacturing plants in the United States from Red Collar Pet Foods Holdings, Inc. and Red Collar Pet Foods Holdings, L.P. (collectively, “Red Collar Pet Foods”) for cash consideration of $719 to further support the global growth of its Hill’s Pet Nutrition business.

The acquisition was financed with a combination of debt and cash and was accounted for as a business combination in accordance with ASC 805.

During the fourth quarter of 2022, the Company finalized its purchase price allocation and the final purchase price of $719 was allocated to the net assets acquired based on their respective fair values as follows:

| Inventories | | | $ | 33 | |

| Goodwill | | | 413 | | |

| Intangible liability | | | (16) | | |

| Fair value of net assets acquired | | | $ | 719 | |

Goodwill of $413 was allocated to the Pet Nutrition segment.

Goodwill will not be deductible for tax purposes.

Pro forma results of operations have not been presented as the impact on the Company’s Consolidated Financial Statements is not material.

*Nutriamo S.r.l.*