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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the fiscal year ended December 31, 2021

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                  to                          .

Commission File Number 1-644

COLGATE-PALMOLIVE COMPANY

(Exact name of registrant as specified in its charter)

Delaware						13-1815595
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
300 Park Avenue
New York,			New York			10022
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code 212-310-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $1.00 par value			CL			New York Stock Exchange
0.500% Notes due 2026			CL26			New York Stock Exchange
0.300% Notes due 2029			CL29			New York Stock Exchange
1.375% Notes due 2034			CL34			New York Stock Exchange
0.875% Notes due 2039			CL39			New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of Colgate-Palmolive Company Common Stock held by non-affiliates as of June 30, 2021 (the last business day of its most recently completed second quarter) was approximately $68.6 billion.

There were 840,487,222 shares of Colgate-Palmolive Company Common Stock outstanding as of January 31, 2022.

DOCUMENTS INCORPORATED BY REFERENCE:

Documents			Form 10-K Reference
Portions of Proxy Statement for the 2022 Annual Meeting of Stockholders			Part III, Items 10 through 14

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Colgate-Palmolive Company

Table of Contents

Part I						Page
Item 1.			Business			1
Item 1A.			Risk Factors			8
Item 1B.			Unresolved Staff Comments			20
Item 2.			Properties			21
Item 3.			Legal Proceedings			22
Item 4.			Mine Safety Disclosures			22
Part II
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			23
Item 6.			[Reserved]			23
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			56
Item 8.			Financial Statements and Supplementary Data			57
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			57
Item 9A.			Controls and Procedures			57
Item 9B.			Other Information			57
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			57
Part III
Item 10.			Directors, Executive Officers and Corporate Governance			58
Item 11.			Executive Compensation			58
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			59
Item 13.			Certain Relationships and Related Transactions and Director Independence			59
Item 14.			Principal Accountant Fees and Services			59
Part IV
Item 15.			Exhibits and Financial Statement Schedules			60
Item 16.			Form 10-K Summary			64
Signatures						65

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PART I

ITEM 1.    BUSINESS

(a) General Development of the Business

Colgate-Palmolive Company (together with its subsidiaries, “we,” “us,” “our,” the “Company” or “Colgate”) is a caring, innovative growth company reimagining a healthier future for all people, their pets and our planet. We seek to deliver sustainable, profitable growth and superior shareholder returns, as well as provide Colgate people with an innovative and inclusive work environment. We do this by developing and selling products globally that make people’s and their pets’ lives healthier and more enjoyable and by embracing our sustainability and social impact and diversity, equity and inclusion (“DE&I”) strategies across our organization. Our products are marketed in over 200 countries and territories throughout the world. Colgate was founded in 1806 and incorporated under the laws of the State of Delaware in 1923.

For recent business developments and other information, refer to the information set forth under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Executive Overview,” “– Outlook,” “–Results of Operations” and “– Liquidity and Capital Resources” in Part II, Item 7 of this report.

(c) Narrative Description of the Business

We operate in two product segments: Oral, Personal and Home Care; and Pet Nutrition. We are a leader in Oral Care with global leadership in the toothpaste and manual toothbrush categories according to market share data. We sell our toothpastes under brands such as Colgate, Darlie, elmex, hello, meridol, Sorriso and Tom’s of Maine, our toothbrushes under brands such as Colgate, Darlie, elmex and meridol and our mouthwashes under brands such as Colgate, elmex and meridol. Our Oral Care business also includes pharmaceutical products for dentists and other oral health professionals.

We are a leader in many product categories of the Personal Care market with global leadership in liquid hand soap, according to market share data, which we sell under brands such as Palmolive, Protex and Softsoap. Our Personal Care products also include Irish Spring, Palmolive and Protex bar soaps, Irish Spring, Palmolive, Sanex and Softsoap shower gels, Lady Speed Stick, Sanex, Speed Stick and Tom’s of Maine deodorants and antiperspirants, EltaMD, Filorga and PCA SKIN skin health products and Palmolive shampoos and conditioners.

We manufacture and market a wide array of products for the Home Care market, including Ajax, Axion and Palmolive dishwashing liquids and Ajax, Fabuloso and Murphy household cleaners. We are a market leader in fabric conditioners with leading brands, including Suavitel in Latin America, Soupline in Europe, and Cuddly in the South Pacific, according to market share data.

Sales of Oral, Personal and Home Care products accounted for 44%, 20% and 17%, respectively, of our total worldwide Net sales in 2021. Geographically, Oral Care is a significant part of our business in Asia Pacific, comprising approximately 81% of Net sales in that region for 2021.

Through our Hill’s Pet Nutrition segment (“Hill’s” or “Pet Nutrition”), we are a world leader in specialty pet nutrition products for dogs and cats with products marketed in over 80 countries and territories worldwide. Hill’s markets pet foods primarily under two brands. Hill’s Science Diet, which is called Hill’s Science Plan in Europe, is a range of products for everyday nutritional needs. Hill’s Prescription Diet is a range of therapeutic products to help nutritionally manage disease conditions in dogs and cats. Sales of Pet Nutrition products accounted for 19% of our total worldwide Net sales in 2021.

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

For additional information regarding market share data, see “Market Share Information” in Part II, Item 7 of this report.

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Distribution; Raw Materials; Competition; Trademarks and Patents

Our Oral, Personal and Home Care products are sold to a variety of traditional and eCommerce retailers, wholesalers and distributors worldwide. Pet Nutrition products are sold by authorized pet supply retailers, veterinarians and eCommerce retailers. Certain of our products are also sold direct-to-consumer. Our sales to Walmart, Inc. and its affiliates represent approximately 12% of our Net sales in 2021. No other customer represents more than 10% of our Net sales. We support our products with advertising, promotion and other marketing (with increasing emphasis on digital) to build awareness and trial of our products. Our products are marketed by a direct sales force at individual operating subsidiaries or business units and by distributors or brokers.

The majority of raw and packaging materials used in our products are purchased from other companies and is available from several sources. No single raw or packaging material represents, and no single supplier provides, a significant portion of our total material requirements. We do, however, purchase certain key raw and packaging materials from single-source suppliers or a limited number of suppliers. For certain materials, however, new suppliers may have to be qualified under industry, governmental and/or Colgate standards, which can require additional investment and take a significant period of time. Raw and packaging material commodities, such as essential oils, resins, tropical oils, pulp, tallow, corn, poultry and soybeans, are subject to market price variations. For further information regarding the impact of changes in commodity prices, see Item 1A, “Risk Factors - Volatility in material and other costs could adversely impact our profitability” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our products are sold in a highly competitive global marketplace which has experienced increased retail trade concentration, the rapid growth of eCommerce, the integration of traditional and digital operations at key retailers and the growing presence of large-format retailers, discounters and eCommerce retailers. Products similar to those that we produce and sell are available from multinational and local competitors in the U.S. and overseas. Certain of our competitors are larger and have greater resources than we do. In addition, the substantial growth in eCommerce has encouraged the entry of new competitors and business models. In certain geographies, we also face strong local competitors, who may be more agile and have better local consumer insights than we do. Private label brands sold by retailers are also a source of competition for certain of our products.

The retail landscape in many of our markets continues to evolve as a result of the rapid growth of eCommerce retailers, changing consumer preferences (as consumers increasingly shop online and via mobile and social applications) and the increased presence of alternative retail channels, such as subscription services and direct-to-consumer businesses. These trends have accelerated during the COVID-19 pandemic. At the same time, during the COVID-19 pandemic, we have experienced disruptions in certain channels, including travel retail. We also continue to see changes in the purchasing patterns of our consumers, including the nature and/or frequency of visits by consumers to retailers and dental, veterinary and skin health professionals as well as a shift, in many markets, to purchasing our products online. We face competition in several aspects of our business, including pricing, promotional activities, new product and brand introductions and expansion into new geographies and channels. Product quality, innovation, brand recognition, marketing capability and acceptance of new products and brands largely determine success in Colgate’s operating segments.

We consider trademarks to be of material importance to our business. We follow a practice of seeking trademark protection in the U.S. and throughout the world where our products are sold. Principal global and regional trademarks include Colgate, Palmolive, elmex, hello, meridol, Sorriso, Tom’s of Maine, EltaMD, Filorga, Irish Spring, Lady Speed Stick, PCA SKIN, Protex, Sanex, Softsoap, Speed Stick, Ajax, Axion, Fabuloso, Murphy, Soupline and Suavitel, as well as Hill’s Science Diet and Hill’s Prescription Diet. Our rights in these trademarks endure for as long as they are used and/or registered. Although we actively develop and maintain a portfolio of patents, no single patent is considered significant to the business as a whole.

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COVID-19

COVID-19 and government steps to reduce the spread and address the impact of COVID-19 have had and continue to have a profound impact on the way people live, work, interact and shop and have significantly impacted and may continue to impact economic activity around the world.

During the COVID-19 pandemic, many of the communities in which we manufacture, market and sell our products experienced and in some cases continue to experience “stay at home” orders, travel or movement restrictions and other government actions to reduce the spread and address the impact of COVID-19, and have implemented varying policies to address the pandemic, resume economic activity and vaccinate their populations. Because the vast majority of our products (such as oral care products, soaps and other personal hygiene products, home cleaners and pet food) have been deemed essential for the health and well-being of people and their pets, we have, in most instances, been able to continue operating our business, although not always at full capacity. In doing so, the health, safety and well-being of our employees and their families has been and remains our first priority. In addition, some of our suppliers, customers, distributors, logistics providers and service providers have experienced disruptions to their businesses.

We saw a significant increase in demand across many of our categories, such as liquid hand soap, dish liquid, bar soap and cleaners, during 2020 as a result of the COVID-19 pandemic, driven by consumer pantry-loading and increased consumption of our products. While consumer demand for most of these categories declined year-over-year in 2021, most remained above historical levels, and we believe that some of this increase in consumption is sustainable in light of changes in consumer behavior related to COVID-19. Across our business, changes in consumer demand for our products vary by product category and geography depending on, among other things, the severity of the COVID-19 outbreak, the availability of our products at retailers and supply chain disruptions.

The COVID-19 pandemic and government steps to reduce the spread and address the impact of COVID-19 have impacted and may continue to impact our consumers’ ability to purchase and our ability to manufacture and distribute our products. While we believe that, in the long-term, consumer demand for the products in our categories will continue to be strong, uncertainties continue surrounding the timing and duration of the pandemic and the recovery from it. COVID-19 has also disrupted our retail customers, contract manufacturers, logistics providers and other third parties; their ability to address COVID-19 and maintain their operations at full capacity has impacted and may continue to impact sales of and consumer access to our products. In particular, COVID-19 has disrupted, and may continue to disrupt, the travel retail channel. We expect the ongoing economic impact, health concerns associated with COVID-19 and supply chain disruptions to continue to impact consumer behavior, shopping patterns and consumption preferences during 2022.

For additional information regarding COVID-19’s impact on our business, see Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Overview.”

Government Regulations

As a global company, we are subject to extensive governmental regulations, including environmental rules and regulations, in the U.S. and abroad. The most significant government regulations that impact our business are discussed below. It is our policy and practice to comply with all government regulations applicable to our business. In 2021, 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. For further discussion of how global legal and regulatory requirements may impact our business, see Part I, Item 1A, “Risk Factors.”

Product Development: Legal and regulatory requirements apply to most aspects of our products, including their development, ingredients, formulation, manufacture, packaging content, labeling, storage, transportation, distribution, export, import, advertising, sale and environmental impact. U.S. federal authorities, including the U.S. Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational, Health and Safety 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.

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Anti-Corruption, Anti-Bribery, Commercial Bribery and Competition: We are subject to anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act and other laws that generally prohibit the making or offering of improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage, and laws that prohibit commercial bribery. In addition, our selling practices are regulated by competition law authorities in the U.S. and abroad.

Privacy and Data Protection: Our collection, storage, transfer and/or processing of customer, consumer, employee, vendor and other stakeholder information and personal data is subject to privacy, data use and data security regulations in the U.S. and abroad, including the General Data Protection Regulation and the California Consumer Privacy Act of 2018.

Trade Compliance: We are subject to laws and sanctions imposed by the U.S., including, without limitation, those imposed by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”), and/or by other jurisdictions that may prohibit us or certain of our affiliates from doing business in certain countries or restrict the kind of business that may be conducted.

Human Capital Management

Human capital matters at Colgate are managed by our Global Human Resources function, led by our Chief Human Resources Officer, with oversight from the Personnel and Organization Committee of our Board of Directors (the “Board”). As of December 31, 2021, we had approximately 33,800 employees based in over 100 countries. Approximately 70% of our revenues are generated from markets outside the U.S. and 86% of our employees are located outside the U.S. Approximately 36% of our employees are based in Asia Pacific, 30% are based in Latin America, 15% are based in Europe, 14% are based in North America and 5% are based in Africa/Eurasia. Our global workforce covers a broad range of functions, from manufacturing employees to management personnel and certain of our employees are represented by unions or works councils.

Colgate’s Culture and Core Values

As we work to achieve Colgate’s purpose to reimagine a healthier future for all people, their pets and our planet, Colgate people, working around the world, share a commitment to our three core corporate values: Caring, Global Teamwork and Continuous Improvement. These values are reflected not only in the quality of our products and reputation, but also in our dedication to serving the communities where we live and work, as reflected in our sustainability and social impact and DE&I strategies. With these values, we work to maintain a strong culture based on integrity, ethical behavior and a commitment to doing the right thing. Underlying these values and our strong culture is the commitment of all Colgate people to maintain the highest ethical standards and demonstrate ethical leadership, including compliance with Colgate policies and our Code of Ethics.

CARING: We care about people — Colgate people, consumers, customers, stockholders, business partners and people in the communities where we live and work. We are committed to acting with compassion, integrity, honesty and high ethics in all situations and to providing our employees with an innovative and inclusive work environment. As a reflection of Colgate’s caring value, during the COVID-19 pandemic, protecting the health, safety and well-being of Colgate people and their families has been and remains our first priority. While we have reopened most of our offices, in some instances on a limited and voluntary basis, many of our office-based employees globally continue to work from home. We have implemented additional health and safety measures consistent with government recommendations and/or requirements to help ensure employee safety in our offices, production facilities, warehouses and technology centers. These measures may include: health and temperature screening, social distancing and personal protective equipment protocols, hand washing, contact tracing, enhanced cleaning procedures, respiratory hygiene, education and, in some instances, testing and/or vaccination requirements. We also leveraged our available technologies to maximize our connectivity and productivity and drew upon new capabilities gained through our focus on digital transformation to help to keep our people connected during the COVID-19 pandemic. We have also offered Colgate people and their families enhanced mental health and wellness benefit offerings, including counseling, paid leave to care for family members and flexible schedules to adapt to changing circumstances, and have provided ongoing health and safety education, including bringing in experts on infectious diseases and COVID-19 vaccines. Combined with the fact that the vast majority of our products have been deemed essential for the health and well-being of people and their pets, these efforts have, in most instances, enabled us to continue to operate during the pandemic providing consumers with the health and hygiene products they need and want.

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GLOBAL TEAMWORK: All Colgate people are part of a global team, committed to working and collaborating together across functions and countries. Only by sharing ideas, technologies and talents can we achieve and sustain profitable growth.

CONTINUOUS IMPROVEMENT: We are committed to getting better every day in all that we do, as individuals and as teams. We continue to drive a continuous learning culture and transform our learning strategy to better meet the evolving expectations of our people. We provide our employees with learning experiences focused on building leadership skills and offer training programs that are closely aligned with our business strategy. Specifically, we are implementing new ways of working and instilling a growth mindset to drive innovation with focus, empowerment, experimentation and digitization. For example, in 2021, we implemented required training for all salaried and clerical employees to support our focus on digital with courses that demonstrate the importance of digital and what it means to have a digital culture. We are also committed to listening to our employees and seeing how the company is evolving and growing through regular employee engagement surveys.

Diversity, Equity & Inclusion

We believe our people are crucial to our ongoing business success and aim to recruit, develop and retain strong and diverse talent. We celebrate differences, promote an equitable and inclusive environment and value the contributions of all Colgate people. At Colgate, we are proud of our collaborative spirit – what we call The Power of WE. As a truly global company, we are working to ensure that our workforce reflects the diversity of the communities in which we live and work. As of December 31, 2021, our global workforce was approximately 60% male and 40% female. Women represented approximately 53% of our salaried and clerical employees, 40% of Colgate’s executives and 33% of senior leadership. 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, 9% Asian, 9% Black, 9% Hispanic, 4% unidentified and 2% Other. The racial/ethnic composition of our executives was approximately 60% White, 17% Hispanic, 14% Asian, 7% Black, 1% unidentified and 1% Other and the composition of senior leadership was approximately 63% White, 18% Hispanic, 10% Black and 9% Asian. “Other” refers to American Indian/Alaska Native, two or more races or Native Hawaiian/other Pacific Islander. In this section, “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 Vice Presidents and above.

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 advancement of women and people of all cultures, including underrepresented communities. To help further foster inclusiveness, we support employee resource groups for team members of many different 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. The four pillars of our strategy are 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. In 2021, we released our first DE&I Report, which is available on the Colgate website. In addition, we instituted mandatory allyship and unconscious bias training for all salaried and clerical employees at Colgate to help our employees better understand DE&I concepts and embed allyship as a daily practice. Our Board, through its Personnel and Organization Committee, receives regular updates from management on our DE&I efforts.

Succession Planning

We have a rigorous succession planning process, led by our Global Human Resources function. Our Board is also extensively involved in succession planning and people development with special focus on CEO succession. As part of the succession planning process, we review and discuss potential successors to key positions and examine backgrounds, capabilities and appropriate developmental assignments.

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Compensation Philosophy

Given the importance of Colgate people to our business success, motivating and retaining critical talent is a key focus. We view compensation as an important tool to motivate leaders at all levels of the organization. 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 2022 Annual Meeting of Stockholders.

Sustainability

We view sustainability as being critically important to our overall business and growth strategy. In November 2020, we announced our 2025 Sustainability & Social Impact Strategy, focusing on three key ambitions — preserving our environment by accelerating action on climate change and reducing our environmental footprint; helping millions of homes by empowering people to develop healthier habits; and driving social impact with a commitment to helping to ensure the well-being of all people and their pets. These ambitions are supported by actionable targets consistent with our continued commitment to building environmental and social consciousness into our decision-making.

In 2021, we made progress on the targets set forth in our 2025 Sustainability & Social Impact Strategy.

Reduce Plastic Waste: As a positive step toward achieving our targets to reduce the use of new plastic by a third and make our packaging 100% recyclable, reusable or compostable by 2025, we are working to implement our first-of-its-kind recyclable toothpaste tube across our toothpaste portfolio. We also launched Colgate Keep, our first-of-its-kind manual toothbrush with a replaceable head and a reusable aluminum handle for 80% less plastic waste compared to similarly sized Colgate toothbrushes.

Accelerate Action on Climate Change and Conserve Water: To support our goal to become net zero carbon in our operations by 2040, we have built renewable energy roadmaps at each of our operational sites across the world and have engaged all of our Tier 1 Suppliers in support of our goal to reduce their greenhouse gas emissions by 30% (versus 2018). With our Save Water campaign, we estimate that our consumers have contributed to an avoidance of approximately 206 billion gallons of water and 10.8 million metric tons of CO2 emissions, since its launch in 2016.

Ingredient Transparency: We continue to promote ingredient transparency and seek to follow the highest safety and efficacy standards as we formulate our products. We have rolled out a new “Fragrance & Flavors Share for Good” ingredient transparency program, which provides additional ingredient information.

Social 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 over 1.4 billion children and their families in more than 80 countries.

During the fourth quarter of 2021, to help support and further our 2025 Sustainability & Social Impact Strategy, the Company issued €500 of eight-year notes at a fixed coupon rate of 0.300% (the “Sustainability Bond”). An amount equal to the net proceeds of the Sustainability Bond will be used to finance or refinance, in part or in full, new and existing projects and programs with distinct environmental or social benefits pursuant to our Sustainable Financing Framework.

Additional information about our sustainability strategy and achievements can be found on the Sustainability section of our website.

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Information about our Executive Officers

The following is a list of our executive officers as of February 17, 2022:

Name						Age						Date First Elected Officer						Present Title
Noel R. Wallace						57						2009						Chairman of the Board, President and Chief Executive Officer
Stanley J. Sutula III						56						2020						Chief Financial Officer
Patricia Verduin						62						2011						Chief Technology Officer
Jennifer M. Daniels						58						2014						Chief Legal Officer and Secretary
Philip G. Shotts						67						2018						Vice President and Controller
John W. Kooyman						57						2019						Chief of Staff
Prabha Parameswaran						63						2019						Group President, Growth and Strategy
Panagiotis Tsourapas						57						2019						Group President, Europe and Developing Markets
Sally Massey						48						2020						Chief Human Resources Officer

Each of our executive officers listed above has served the Company or our subsidiaries in various executive capacities for the past five years with the exception of Stanley J. Sutula III, who joined the Company in 2020 as Chief Financial Officer. Prior to joining the Company, Mr. Sutula was Executive Vice President and Chief Financial Officer of Pitney Bowes Inc. (“Pitney Bowes”), which he joined in 2017. Prior to Pitney Bowes, Mr. Sutula served in various executive finance positions at International Business Machines Corporation.

Under our By-Laws, our officers hold office until their respective successors are chosen and qualified or until they have resigned, retired or been removed by the affirmative vote of a majority of our Board. There are no family relationships between any of our executive officers, and there is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was elected.

(e) Available Information

Our website address is www.colgatepalmolive.com. The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. We make available, free of charge, on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, interactive data files posted pursuant to Rule 405 of Regulation S-T, Current Reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Also available on our website are the Company’s Code of Conduct and Board Guidelines on Significant Corporate Governance Issues, the charters of the Committees of the Board, Specialized Disclosure Reports on Form SD, reports under Section 16 of the Exchange Act of transactions in Company stock by directors and executive officers and our Proxy Statements.

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ITEM 1A.    RISK FACTORS

In addition to the risks described elsewhere in this report, set forth below is a summary of the material risks to an investment in our securities. These risks, some of which have occurred and/or are occurring and any of which could occur in the future, are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also have an adverse effect on us. If any of these risks actually occur, our business, results of operations, cash flows and financial condition could be materially and adversely impacted, which might cause the value of our securities to decline.

Business and Industry Risks

We face risks associated with significant international operations, including exposure to foreign currency fluctuations.

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

•changing macroeconomic conditions in our markets, including as a result of inflation, volatile commodity prices and increases in the cost of raw and packaging materials, labor, energy and logistics;

•political or economic instability, geopolitical events, environmental events, widespread health emergencies, such as COVID-19 or other pandemics or epidemics, natural disasters or social or labor unrest;

•changes in exchange rates for foreign currencies, which may reduce the U.S. dollar value of revenues, profits and cash flows from non-U.S. markets or increase our supply costs, as measured in U.S. dollars, in those markets;

•exchange controls and other limits on our ability to import or export raw materials or finished product, including as a result of COVID-19, 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;

•foreign ownership and investment restrictions and the potential for nationalization or expropriation of property or other resources; and

•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 onerous trade restrictions and/or tariffs, sanctions, price controls, labor laws, travel or immigration restrictions, including as a result of COVID-19 or other pandemics or epidemics, profit controls or other government controls.

Any or all of the foregoing risks could have a significant impact on our ability to sell our products on a competitive basis in international markets and may adversely affect our business, results of operations, cash flows and financial condition. In addition, a number of these risks may adversely impact consumer confidence and consumption, which could reduce sales volumes of our products or result in a shift in our product mix from higher margin to lower margin product offerings.

In addition, there continue to be uncertainties related to the United Kingdom’s exit from the European Union (“EU”) (commonly referred to as Brexit), including the long-term impact of the bilateral trade and cooperation deal governing the future relationship between the United Kingdom and the EU (the “EU-UK Trade and Cooperation Agreement”). These uncertainties include the impact of the EU-UK Trade and Cooperation Agreement on businesses in the EU and the United Kingdom and how the new relationship between the EU and the United Kingdom will develop over time, including disruptions to trade and the free movement of goods, services and people to and from the United Kingdom, increased foreign exchange volatility with respect to the British pound and/or the euro and disruptions to our workforce and that of

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our suppliers and business partners. We do not, however, believe Brexit has had or will have a material impact on our business, results of operations, cash flows or financial condition.

Furthermore, the imposition of tariffs and/or increase in tariffs on various products 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, and any emerging nationalist trends in specific countries could 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.

In an effort to minimize the impact on earnings of foreign currency rate movements, we engage in a combination of selling price increases, where permitted, sourcing strategies, cost-containment measures and selective hedging of foreign currency transactions. However, the impact of these measures may not fully offset any negative impact of foreign currency rate movements on our business, results of operations, cash flows and financial condition.

Significant competition in our industry could adversely affect our business.

We face vigorous competition worldwide, including from strong local competitors and from other large, multinational companies, some of which have greater resources than we do. In addition, the substantial growth in eCommerce has encouraged the entry of new competitors and business models.

We face competition in several aspects of our business, including pricing, promotional activities, new product introductions and expansion into new geographies and channels. Some of our competitors may spend more aggressively on or have more effective advertising and promotional activities than we do, introduce competing products more quickly and/or respond more effectively to business and economic conditions and changing consumer preferences, including by launching innovative new products. Such competition also extends to administrative and legal challenges of product claims and advertising. Our success is increasingly dependent on our ability to effectively leverage digital technology and data analytics to gain new commercial insights and develop relevant marketing and advertising to reach customers and consumers. In addition, during the COVID-19 pandemic, we have experienced and may continue to experience elevated demand for some of our products as compared to pre-pandemic levels. Our ability to compete also depends on the strength of our brands 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.

We may be unable to anticipate the timing and scale of such initiatives or challenges by competitors or to successfully respond to them, which could harm our business. In addition, the cost of responding to such initiatives and challenges, including management time, out-of-pocket expenses and price reductions, may affect our performance. A failure to compete effectively could adversely affect our business, results of operations, cash flows and financial condition.

Increasing dependence on key retailers in developed markets, changes in the policies of our retail trade customers, the emergence of alternative retail channels and the rapidly changing retail landscape and changing consumer preferences may adversely affect our business.

Our products are sold in a highly competitive global marketplace which has experienced increased trade concentration and the growing presence of large-format retailers, discounters and eCommerce retailers. With the growing trend toward retail trade consolidation, the rapid growth of eCommerce and the integration of traditional and digital operations at key retailers, we are increasingly dependent on certain retailers, and some of these retailers have and may continue to have greater bargaining strength than we do. They have used and may continue to use this leverage to demand higher trade discounts, allowances, slotting fees or increased investment, including through display media, paid search, preparation fees and co-op programs, which have led to and could continue to lead to reduced sales or profitability in certain markets. The loss of a key customer or a significant reduction in sales to a key customer could adversely affect our business, results of operations, cash flows and financial condition. For additional information regarding our customers, see “Distribution; Raw Materials; Competition; Trademarks and Patents” in Item 1 “Business.”

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 de-stocking, fulfillment requirements, limitations on access to shelf space, delisting of our products, or environmental, sustainability, supply chain or packaging standards or initiatives. For example, a determination

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by a key retailer that any of our ingredients should not be used in certain consumer products or that our packaging does not comply with certain environmental, supply chain or packaging standards or initiatives could adversely impact our business, results of operations, cash flows and financial condition. In addition, “private label” products sold by our retail customers, which are typically sold at lower prices than branded products, are a source of competition for certain of our products.

Further, the retail landscape in many of our markets continues to evolve as a result of the rapid growth of eCommerce retailers, changing consumer preferences (as consumers increasingly shop online and via mobile and social applications) and the increased presence of alternative retail channels, such as subscription services and direct-to-customer (DTC) businesses. These trends accelerated during the COVID-19 pandemic. The rapid growth in eCommerce and the emergence of alternative retail channels have created and may continue to create pricing pressures and/or adversely affect our relationships with our key retailers. If we are not successful in continuing to adapt or to effectively react to changes in consumer preferences, purchasing patterns and market dynamics and/or expanding sales through eCommerce retailers and other alternative retail channels, including the profitable expansion of our own DTC capabilities, our business, results of operations, cash flows and financial condition could be adversely affected.

The growth of our business depends on the successful identification, development and launch of innovative new products.

Our growth depends on the continued success of existing products, the successful identification, development and launch of innovative new and differentiated products and the expansion into adjacent categories, channels of distribution or geographies. Our ability to launch new products, to sustain existing products and to expand into adjacent categories, channels of distribution or geographies is affected by whether we can successfully:

•identify, develop and fund technological innovations;

•obtain and maintain necessary intellectual property protection and avoid infringing intellectual property rights of others;

•obtain approvals and registrations of regulated products, including from the FDA and other regulatory bodies in the U.S. and abroad; and

•anticipate and quickly respond to the needs and preferences of consumers and customers.

The identification, development and introduction of innovative new products that drive incremental sales involves considerable costs and effort, and any new product may not generate sufficient customer and consumer interest and sales to become a profitable product or to cover the costs of its development and promotion. Our ability to achieve a successful launch of a new product could also be adversely affected by preemptive actions taken by competitors in response to the launch, such as increased promotional activities and advertising. In addition, new products may not be accepted quickly or significantly in the marketplace.

Our ability to quickly innovate to adapt and market our products and to adapt our packaging to meet evolving consumer preferences is an essential part of our business strategy. The failure to develop and launch successful new products or to adapt our packaging and supply chain to meet such preferences could hinder the growth of our business and any delay in the development or launch of a new product could result in us not being the first to market, which could compromise our competitive position and adversely affect our business, results of operations, cash flows and financial condition.

If, in the course of identifying or developing new products, we are found to have infringed the trademark, trade secret, copyright, patent or other intellectual property rights of others, directly or indirectly, through the use of third-party ideas or technologies, such a finding could adversely affect our ability to develop innovative new products and adversely affect our business, results of operations, cash flows and financial condition. Even if we are not found to infringe a third party’s intellectual property rights, claims of infringement could adversely affect us, including by increasing costs and by delaying the launch of new products.

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We face various risks related to pandemics, epidemics or similar 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 similar widespread public health concerns, including the COVID-19 pandemic. A pandemic, epidemic or similar widespread health concern could have, and COVID-19 has had and will continue to have, a variety of impacts on our business, results of operations, cash flows and financial condition, including:

•our ability to continue to maintain and support the health, safety and well-being of our employees, including key employees;

•disruptions to our global supply chain, including the closure of manufacturing and distribution facilities, due to, among other things, the lack of availability of raw and packaging materials or manufacturing components; a decrease in our workforce or in the efficiency of such workforce, including as a result of illness, travel restrictions, absenteeism or governmental regulations; transportation and logistics challenges, including as a result of port and border closures and other governmental restrictions or volume and capacity restraints; or the impact of COVID-19 on our retailers, third party suppliers, contract manufacturers, logistics providers or distributors;

•volatility in the demand for and availability of our products, which may be caused by the temporary inability of our consumers to purchase our products due to illness, financial hardship, quarantine, government actions mandating the closure of our facilities (which impacted some of our production facilities in Asia in 2021), distributors or retailers and/or imposing travel or movement restrictions, shifts in demand and consumption away from more discretionary or higher priced products to lower-priced products or pantry-loading activity;

•changes in purchasing patterns of our consumers, including the nature and/or frequency of in-store visits by consumers to retailers and dental, veterinary and skin health professionals and a shift to purchasing our products online and disruptions in certain channels, including travel retail;

•significant volatility in demand for certain of our products, which may require us to increase our production capacity or acquire additional capacity at an additional cost and expense;

•failure of third parties on which we rely, including our retailers, suppliers, contract manufacturers, logistics providers, customers, commercial banks, joint venture partners and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties;

•significant changes in the economic and political conditions of the markets in which we operate, which could restrict and have restricted our employees’ ability to work and travel, could mandate and have mandated or caused the closure of certain distributors or retailers, our offices, shared business service centers and/or operating and manufacturing facilities or otherwise could prevent and have prevented us as well as our third-party partners, suppliers or customers from sufficiently staffing operations, including operations necessary for the manufacture, distribution, sale and support of our products;

•disruptions and volatility in the global capital markets, which may increase the cost of capital and adversely impact our access to capital; and/or

•volatility in foreign exchange rates and increases in the cost of raw and packaging materials and transportation and logistics costs.

Despite our efforts to manage these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration, severity and geographic scope of an outbreak, such as COVID-19, including the emergence and spread of COVID-19 variants, the availability, distribution, acceptance and effectiveness of vaccines and the actions taken by governmental authorities and other third parties to contain its spread and mitigate its public health and economic effects, each of which is uncertain, rapidly changing and difficult to predict. Furthermore, these and other impacts of COVID-19 could also have the effect of heightening many of the other risk factors included in this Item 1A, “Risk Factors.” For additional information regarding how COVID-19 has affected or is expected to affect our business, refer to

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Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Overview.”

Damage to our reputation could have an adverse effect on our business.

Maintaining our strong reputation with consumers and our trade partners globally is critical to selling our branded products. Accordingly, we devote significant time and resources to programs designed to protect and preserve our reputation, such as our ethics and compliance, DE&I, sustainability and social impact, brand protection and product safety, regulatory and quality initiatives. Negative publicity about us, our brands, our products, our supply chain, our ingredients, our packaging, our environmental, social and governance (“ESG”) practices, including as they relate to sustainability, DE&I, or our employees, whether or not deserved, could jeopardize our reputation. Such negative publicity could relate to, among other things, health concerns, threatened or pending litigation or regulatory proceedings, environmental impact (including deforestation, packaging, plastic, energy and water use and waste management), our ESG practices or our sustainability targets. In addition, the proliferation of digital and social media has greatly increased the accessibility of information and the speed of its dissemination and the potential for negative publicity. Negative publicity, posts or comments on digital and social media about us, our brands, our products, our sustainability efforts, our environmental and social impact (including our packaging) or our employees, whether true or untrue, could damage our brands and our reputation. The success of our brands could also suffer if our marketing initiatives do not have the desired impact on a brand’s image or its ability to attract consumers.

Additionally, due to the scale and scope of our business, we must rely on relationships with third parties, including our suppliers, distributors, contractors, joint venture partners and other external business partners, for certain functions. While we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, compliance and ESG practices, thereby potentially increasing our reputational and legal risk.

In addition, third parties sell counterfeit versions of our products, which are inferior or may pose safety risks. As a result, consumers of our brands could confuse our products with these counterfeit products, which could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our business, results of operations, cash flows and financial condition.

Damage to our reputation or loss of consumer confidence in our products for these or any other reasons could adversely affect our business, results of operations, cash flows and financial condition, as well as require resources to rebuild our reputation.

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

Our success largely depends on the performance of our management team and other key employees. If we are unable to recruit, attract and retain talented, highly qualified senior management and other key people, our business, results of operations, cash flows and financial condition could be adversely affected. Successfully executing organizational change, including management transitions at leadership levels of the Company and succession plans for senior management, is critical to our business success. While we follow a disciplined, ongoing succession planning process and have succession plans in place for senior management and other key executives, these do not guarantee that the services of qualified senior executives will continue to be available to us at particular moments in time. Further, changes in immigration laws and government policies, including related to the COVID-19 pandemic, have made, in certain circumstances, and may continue to make it more difficult for us to recruit or relocate highly skilled technical, professional and management personnel to meet our business needs. Our ability to attract and retain talent has been and may continue to be impacted by challenges in the labor market, particularly in the United States, which is experiencing wage inflation, labor shortages, a shift toward remote work and the effects of COVID-19. In addition, we also continue to work to advance culture change through the implementation of DE&I initiatives throughout our organization. We are also implementing new ways of working to, among other things, instill a growth mindset to drive innovation with focus, empowerment, experimentation and digitization. If we do not (or are perceived not to) successfully implement these initiatives, our ability to recruit, attract and retain talent may be adversely impacted.

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We have pursued and may continue to pursue acquisitions and divestitures, which could adversely impact our business.

We have pursued and may continue to pursue acquisitions of brands, businesses, assets or technologies from third parties. Acquisitions and their pursuit have involved, and can involve, numerous potential risks, including, among other things:

•realizing the full extent of the expected benefits or synergies as a result of a transaction, within the anticipated time frame, or at all;

•successfully integrating the operations, technologies, services, products and systems of the acquired brands, assets or businesses in an effective, timely and cost-efficient manner;

•receiving necessary consents, clearances and approvals in connection with a transaction;

•diverting management’s attention from other business priorities;

•successfully operating in new lines of business, channels of distribution or markets;

•achieving distribution expansion related to products, categories and markets;

•retaining key employees, partners, suppliers and customers of the acquired business;

•conforming standards, controls, procedures and policies of the acquired business with our own;

•developing or launching products with acquired technologies; and

•other unanticipated problems or liabilities.

Moreover, acquisitions have resulted in and could in the future result in substantial additional debt, the assumption of contingent liabilities, such as litigation or earn-out obligations, or transaction costs. In addition, to the extent that the economic benefits associated with an acquisition or investment diminish in the future or the performance of an acquired company or business is less robust than expected, we may be required to record additional impairments of intangible assets, including trademarks and goodwill. In the fourth quarter of 2021, we took a non-cash, aftertax impairment charge of $518 million to adjust the carrying values of goodwill and a trade name intangible asset related to the Filorga skin health business. Any of these risks could adversely impact our business, results of operations, cash flows and financial condition.

We have divested and may in the future periodically divest brands or businesses. 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 cost savings from the divestitures. In addition, businesses under consideration for, or otherwise subject to, divestiture may be adversely impacted prior to the divestiture, which could negatively impact our business, results of operations, cash flows and financial condition.

Operational Risks

Our business results are impacted by our ability to manage disruptions in our global supply chain and/or key office facilities.

We are engaged in the manufacture and sourcing of products and materials on a global scale. Our operations and those of our suppliers, contract manufacturers or logistics providers have been and may continue to be disrupted by a number of factors, including, but not limited to:

•environmental events;

•widespread health emergencies, such as COVID-19 or other pandemics or epidemics;

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•strikes and other labor disputes;

•disruptions in logistics;

•loss or impairment of key manufacturing sites;

•loss of key suppliers or contract manufacturers;

•supplier capacity constraints;

•raw material and product quality or safety issues;

•industrial accidents or other occupational health and safety issues;

•the impact on our suppliers of tighter credit or capital markets;

•the lack of availability of qualified personnel, such as truck drivers and production labor;

•governmental incentives and controls (including import and export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers); and

•natural disasters, including climatic events (including any potential effects of climate change) and earthquakes, acts of war or terrorism, political unrest or uncertainty, fires or explosions, cyber-security incidents and other external factors over which we have no control.

In addition, we purchase certain key raw and packaging materials from single-source suppliers or a limited number of suppliers and new suppliers may have to be qualified under industry, governmental and/or Colgate standards, which can require additional investment and take a significant period of time. If our existing or new suppliers fail to meet such standards or if we are unable to contract with suppliers on favorable terms, our business, results of operations, cash flows and financial condition could be adversely affected.

We believe that the supplies of raw and packaging materials needed to manufacture our products are adequate. In addition, we have business continuity and contingency plans in place for key manufacturing sites and contract manufacturers and the supply of raw and packaging materials. 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 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.

In addition, as a result of our global shared service organizational model, certain of our functions, such as finance and accounting, customer service and logistics, human resources, global information technology and data analytics are concentrated in key office facilities. A significant disruption to any of our key office facilities for any reason, including those mentioned above, could adversely affect our business, results of operations, cash flows and financial condition.

Volatility in material and other costs could adversely impact our profitability.

Raw and packaging material commodities, such as essential oils, resins, tropical oils, pulp, tallow, corn, poultry and soybeans, are subject to market price variations. Increases in the costs of and/or a reduction in the availability of commodities, energy and logistics (including trucks and containers) and other necessary services, including during the COVID-19 pandemic, have affected and are likely to continue to adversely affect our profit margins. Inflationary pressures have also increased and may continue to increase the cost of such commodities and services. If commodity and other cost increases continue in the future and we are unable to pass along such higher costs in the form of price increases, achieve cost efficiencies, such as in manufacturing and distribution, or otherwise manage the exposure through sourcing strategies, ongoing productivity initiatives and the limited use of commodity hedging contracts, our business, results of operations, cash flows and financial condition could be adversely impacted. In addition, even if we are able to increase the prices of our products in response to commodity and other cost increases, we may not be able to sustain the price increases. Also, sustained price increases may lead to declines in volume as competitors may not adjust their prices or consumers may

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decide not to pay higher prices, which could lead to sales declines and loss of market share and could adversely affect our business, results of operations, cash flows and financial condition. See “Our business results depend on our ability to manage disruptions in our global supply chain and/or key office facilities” above for additional information.

There is no guarantee that our ongoing efforts to reduce costs will be successful.

One way that we generate funds needed to support the growth of our business is through our continuous, Company-wide initiatives to lower costs and increase effective asset utilization, which we refer to as our funding-the-growth initiatives. These initiatives are designed to reduce costs associated with direct materials, indirect expenses, distribution and logistics, and advertising and promotional materials, among other things. The achievement of our funding-the-growth goals depends on our ability to successfully identify and realize additional savings opportunities. Events and circumstances, such as financial or strategic difficulties, delays and unexpected costs may occur that could result in our not realizing any or all of the anticipated benefits or our not realizing the anticipated benefits on our expected timetable. If we are unable to realize the anticipated savings of our funding-the-growth initiatives, our ability to fund other initiatives and achieve our profitability goals may be adversely affected. Any failure to implement our funding-the-growth initiatives in accordance with our expectations could adversely affect our business, results of operations, cash flows and financial condition. For additional information regarding our funding-the-growth initiatives, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Overview.”

We may not 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 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 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.”

A cyber-security incident, data breach or a failure of a key information technology system could adversely impact our business.

We rely extensively on information technology systems (“IT Systems”), including some which are managed, hosted, provided and/or used by third parties, including cloud-based service providers, and their vendors, in order to conduct our business. Our uses of these systems include, but are not limited to:

•communicating within our company and with other parties, including our customers and consumers;

•ordering and managing materials from suppliers;

•converting materials to finished products;

•receiving and processing orders from, shipping products to and invoicing our customers and consumers;

•marketing products to consumers;

•collecting, storing, transferring and/or processing customer, consumer, employee, vendor, investor and other stakeholder information and personal data, including, but not limited to, such data from residents of the European Union who are covered by the General Data Protection Regulation, which went into effect on May 25, 2018, and

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residents of the State of California who are covered by the California Consumer Privacy Act of 2018, which went into effect on January 1, 2020;

•processing transactions, including but not limited to employee payroll, employee and retiree benefits and payments to customers and vendors;

•hosting, processing and sharing confidential and proprietary research, intellectual property, business plans and financial information;

•summarizing and reporting results of operations, including financial reporting;

•managing our banking and other cash liquidity systems and platforms;

•complying with legal, regulatory and tax requirements;

•providing data security; and

•handling other processes involved in managing our business.

Although we have a broad array of information security measures in place, our IT Systems, including those of third-party service providers with whom we have contracted, have been, and will likely continue to be, subject to computer viruses or other malicious codes, unauthorized access attempts, phishing and other cyber-attacks. Cyber-attacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by groups, individuals and nation states with a wide range of expertise and motives. Such cyber-attacks and cyber incidents can take many forms, including cyber extortion, social engineering, password theft or introduction of viruses or malware, such as ransomware through phishing emails. We cannot guarantee that our security efforts will prevent breaches or breakdowns of our, or our third-party service providers’, IT Systems since the techniques used in these attacks change frequently and may be difficult to detect for periods of time. In addition, although we have policies and procedures in place to ensure that all personal information collected by us or our third-party service providers is securely maintained, data leakages due to human error or intentional or unintentional conduct have occurred and likely will continue to occur. Furthermore, we periodically upgrade our IT Systems or adopt new technologies. If such an upgrade or new technology does not function as designed, does not go as planned or increases our exposure to a cyber-attack or cyber incident, it may adversely impact our business, including our ability to ship products to customers, issue invoices and process payments or order raw and packaging materials. Although we have seen no material impact on our business operations from the cyber-security incidents we have experienced to date, if we suffer a significant loss or disclosure of confidential business or stakeholder information as a result of a breach of our IT Systems, including those of third-party service providers with whom we have contracted, or otherwise, we may suffer reputational, competitive and/or business harm, incur significant costs and be subject to government investigations, litigation, fines and/or damages, which may adversely impact our business, results of operations, cash flows and financial condition. In addition, while we currently maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber-security incidents and IT System failures, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims that arise from an incident, or the damage to our business, reputation or brands that may result from an incident.

Furthermore, while we have disaster recovery and business continuity plans in place, if our IT Systems are damaged, breached or cease to function properly for any reason, including the poor performance of, failure of or cyber-attack on third-party service providers, catastrophic events, power outages, cyber-security breaches, network outages, failed upgrades or other similar events and, if the disaster recovery and business continuity plans do not effectively resolve such issues on a timely basis, we may suffer interruptions in our ability to manage or conduct business as well as reputational harm, and may be subject to governmental investigations and litigation, any of which may adversely impact our business, results of operations, cash flows and financial condition.

Climate change and other sustainability matters could have an adverse impact on our business and results of operations.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere and its impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters may adversely impact our business, results of operations, cash flows and financial condition. Specifically,

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the predicted effects of climate change may exacerbate challenges regarding the availability and quality of water and other ingredients. In addition, the increased concern over climate change is likely to result in new or additional legal and regulatory requirements intended to reduce or mitigate the effects of climate change on the environment and may relate to, among other things, greenhouse gas emissions (e.g., carbon pricing), alternative energy policy and additional disclosure obligations. Such additional regulation may adversely affect our business, results of operations, cash flows and financial condition by increasing our compliance and manufacturing costs and/or negatively impacting our reputation if we are unable to, or are perceived (whether or not valid) not to, satisfy such requirements. Despite our sustainability efforts, any failure to achieve our sustainability targets, including those aimed to reduce our impact on, improve or preserve the environment, or the perception (whether or not valid) that we have failed to act responsibly with respect to such matters or to effectively respond to new or additional legal or regulatory requirements regarding climate change, could result in adverse publicity and adversely affect our business and reputation. There is also increased focus, including by governmental and non-governmental organizations, investors, customers, consumers, our employees and other stakeholders on these and other sustainability matters, including responsible sourcing and deforestation, the use of plastic, energy and water, the recyclability or recoverability of packaging, including single-use and other plastic packaging, and a growing demand for natural or organic products and ingredients and ingredient transparency. Our reputation could be damaged if we do not (or are perceived not to) act responsibly with respect to sustainability matters, which could adversely affect our business, results of operations, cash flows and financial condition.

Legal and Regulatory Risks

Our business is subject to legal and regulatory risks in the U.S. and abroad.

Our business is subject to extensive legal and regulatory requirements in the U.S. and abroad. Such legal and regulatory requirements apply to most aspects of our products, including their development, ingredients, formulation, manufacture, packaging content, labeling, storage, transportation, distribution, export, import, advertising, sale and environmental impact. U.S. federal authorities, including the U.S. Food and Drug Administration (the “FDA”), the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational Safety 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. In addition, our selling practices are regulated by competition law authorities in the U.S. and abroad.

New or more stringent legal or regulatory requirements, or more restrictive interpretations of existing requirements, could adversely impact our business, results of operations, cash flows and financial condition. For example, from time to time, various regulatory authorities around the world review the use of various ingredients and packaging content in consumer products. While we monitor and seek to mitigate the impact of any emerging information, a decision by a regulatory or governmental authority that any ingredient or packaging content in our products should be restricted or should otherwise be newly regulated could adversely impact our business and reputation, as could negative reactions by our consumers, trade customers or non-governmental organizations to our current or prior use of such ingredients or packaging. Additionally, an inability to develop new or reformulated products containing alternative ingredients, to obtain regulatory approval of such products or ingredients on a timely basis or to effectively market and sell such products could likewise adversely affect our business.

Because of our extensive international operations, we could be adversely affected by violations of worldwide anti-bribery laws, including those that prohibit companies and their intermediaries from making improper payments to government officials or other third parties for the purpose of obtaining or retaining business, such as the U.S. Foreign Corrupt Practices Act, and laws that prohibit commercial bribery. We are also subject to laws and sanctions imposed by the U.S. (including, without limitation, those imposed by OFAC) and/or by other jurisdictions that may prohibit us or certain of our affiliates from doing business in certain countries, or restrict the kind of business that may be conducted. While our policies mandate compliance with these laws, we cannot provide assurance that our internal control policies and procedures will always protect us from reckless or criminal acts committed by our employees, joint venture partners or agents. Violations of these laws, or allegations of such violations, could disrupt our business and adversely affect our reputation and our business, results of operations, cash flows and financial condition.

While it is our policy and practice to comply with all legal and regulatory requirements applicable to our business, findings that we are in violation of, or out of compliance with, applicable laws or regulations have subjected us to, and could subject us to, civil remedies, including fines, damages, injunctions or product recalls, or criminal sanctions, any of which could adversely affect our business, results of operations, cash flows and financial condition. Even if a claim is

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unsuccessful, is without merit or is not fully pursued, the cost of responding to such a claim, including management time and out-of-pocket expenses, and the negative publicity surrounding such assertions regarding our products, processes or business practices could adversely affect our reputation, brand image and our business, results of operations, cash flows and financial condition. For information regarding our legal and regulatory matters, see Item 3 “Legal Proceedings” and Note 13, Commitments and Contingencies to the Consolidated Financial Statements.

Legal claims and proceedings could adversely impact our business.

As a global company serving consumers in more than 200 countries and territories, we are and may continue to be subject to a wide variety of legal claims and proceedings, including disputes relating to intellectual property, contracts, product liability, marketing, advertising, foreign exchange controls, antitrust and trade regulation, as well as labor and employment, pension, data privacy and security, environmental and tax matters and consumer class actions. Regardless of their merit, these claims can require significant time and expense to investigate and defend. Since litigation is inherently uncertain, there is no guarantee that we will be successful in defending ourselves against such claims or proceedings, or that our assessment of the materiality of these matters, including any reserves taken in connection therewith, will be consistent with the ultimate outcome of such matters. In addition, if one of our products, or an ingredient contained in our products, is perceived or found to be defective, or unsafe or have a quality issue, we have had to and may in the future need to withdraw, recall or reformulate some of our products. Whether or not a legal claim or proceeding is successful, or a withdrawal, recall or reformulation is required or advisable, such assertions could have an adverse effect on our business, results of operations, cash flows and financial condition, and the negative publicity surrounding them could harm our reputation and brand image. The resolution of, or increase in the reserves taken in connection with, one or more of these matters in any reporting period could have a material adverse effect on our business, results of operations, cash flows and financial condition for that period. See Item 3 “Legal Proceedings” and Note 13, Commitments and Contingencies to the Consolidated Financial Statements for additional information on certain of our legal claims and proceedings.

Financial and Economic Risks

Uncertain or unfavorable global economic conditions, including as a result of COVID-19, may adversely affect our business.

Uncertain or unfavorable global economic conditions could adversely affect our business. Unfavorable global economic conditions, such as a recession, an economic slowdown, inflation and/or reduced category growth rates, including as a result of the COVID-19 pandemic, could negatively impact our business and result in declining revenues, profitability and cash flows. Although we continue to devote significant resources to support our brands and market our products at multiple price points, during periods of economic uncertainty or unfavorable economic conditions, consumers may reduce consumption or discretionary spending and/or change their purchasing patterns by foregoing purchasing certain of our products or by switching to “private label” or lower-priced brands. These changes could reduce demand for and sales volumes of our products or result in a shift in our product mix from higher margin to lower margin product offerings. Additionally, our retailers may be impacted and they may increase pressure on our selling prices or increase promotional activity for lower-priced or value offerings as they seek to maintain sales volumes and margins. Furthermore, economic conditions can cause our suppliers, distributors, contract manufacturers, logistics providers or other third-party partners to suffer financial or operational difficulties, which may impact their inability to provide us with or distribute finished product, raw and packaging materials and/or services in a timely manner or at all. In addition, we could face difficulty collecting or recovering accounts receivables from third parties facing financial or operational difficulties.

Disruptions in the credit markets or changes to our credit ratings may adversely affect our business.

While we currently generate significant cash flows from ongoing operations and have access to global credit markets through our various financing activities, a disruption in the credit markets, interest rate increases, changes that may result from the implementation of new benchmark rates that are expected to replace the London Interbank Offered Rate (LIBOR) or changes to our credit ratings could negatively impact the availability or cost of funding. Reduced access to credit or increased costs could adversely affect our liquidity and capital resources or significantly increase our cost of capital. In addition, if any financial institutions that hold our cash or other investments or that are parties to our undrawn revolving credit facility supporting our commercial paper programs or other financing arrangements, such as interest rate, foreign exchange or commodity hedging instruments, were to declare bankruptcy or become insolvent, they may be unable to perform under their agreements with us. This could leave us with reduced borrowing capacity or unhedged against certain

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interest rate, foreign currency or commodity price exposures. In addition, tighter credit markets may lead to business disruptions for certain of our suppliers, contract manufacturers or trade customers which could, in turn, adversely impact our business, results of operations, cash flows and financial condition.

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

We are subject to taxes in the U.S. and in the foreign jurisdictions where we do business. Due to economic and political conditions, tax rates in the U.S. and various foreign jurisdictions have been and may be subject to significant change. Changes in the mix of our earnings between countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities related to changes in tax rates, changes in tax laws, including how existing tax laws are interpreted or enforced, or contemplated changes in long-standing tax principles, if finalized and adopted, could adversely impact our future effective tax rate and business, results of operations, cash flows and financial condition. For example, long-standing international tax norms that determine each country’s jurisdiction to tax cross-border international trade are evolving as a result of a multilateral project, the Base Erosion and Profit Shifting Project (the “BEPS Project”), that has established new principles and reporting requirements recommended by countries that then made up the G8 and the G20 and the Organization for Economic Cooperation and Development (the “OECD”). In connection with the BEPS Project, companies are required to disclose more information to tax authorities on operations around the world, which may lead to greater audit scrutiny of profits earned in countries outside of the U.S. The OECD, through the BEPS Project, is also addressing the challenges of the digitization of the global economy with plans to redefine jurisdictional taxation rights in market countries and establish a global minimum tax. As these and other tax laws and related regulations change, our business, results of operations, cash flows and financial condition could be materially impacted. For more information regarding U.S. tax reform, see Note 11, Income Taxes to the Consolidated Financial Statements.

Furthermore, we are subject to regular reviews, examinations and audits by the Internal Revenue Service and other taxing authorities with respect to taxes inside and outside of the U.S. Although we believe our tax positions are reasonable, when a taxing authority disagrees with the positions we have taken, we have faced and in the future may face additional tax liabilities, including interest and penalties, in excess of reserves. The payment of such additional amounts upon final adjudication of any disputes could adversely impact our business, results of operations, cash flows and financial condition.

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ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.    PROPERTIES

We own or lease approximately 330 properties, which include manufacturing, distribution, research and office facilities worldwide. Our corporate headquarters is located in leased property at 300 Park Avenue, New York, New York.

In the U.S., we operate in approximately 80 properties, of which 13 are owned. Major U.S. manufacturing and warehousing facilities used by the Oral, Personal and Home Care product segment of our business are located in Cambridge, Ohio; Greenwood, South Carolina; and Morristown, Tennessee. The Pet Nutrition segment has major manufacturing and warehousing facilities in Bowling Green, Kentucky; Emporia, Kansas; Richmond, Indiana; and Topeka, Kansas.

Overseas, we operate in approximately 250 properties, of which 57 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, Turkey, Venezuela and Vietnam. The Pet Nutrition segment has major manufacturing and warehousing facilities in the Czech Republic and the Netherlands.

The primary research center for Oral Care and Personal Care products is located in Piscataway, New Jersey, the primary research center for Home Care products is located in Mexico and the primary research center for Pet Nutrition products is located in Topeka, Kansas. Our global data center is also located in Piscataway, New Jersey.

We have shared business service centers in India, Mexico and Poland, which are located in leased properties.

All of the facilities we operate are well maintained and adequate for the purpose for which they are intended.

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ITEM 3.    LEGAL PROCEEDINGS

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

ITEM 4.     MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

For information regarding the market for the Company’s common stock, including stock price performance graphs, refer to “Market Information” included in Part IV, Item 15 of this report. For information regarding the securities authorized for issuance under our equity compensation plans, refer to “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” included in Part III, Item 12 of this report.

As of December 31, 2021, the number of common shareholders of record was 18,388.

Issuer Purchases of Equity Securities

On June 18, 2018, the Board authorized the repurchase of shares of the Company’s common stock having an aggregate purchase price of up to $5 billion under a new share repurchase program (the “2018 Program”), which replaced a previously authorized share repurchase program. The Board also has authorized share repurchases on an ongoing basis to fulfill certain requirements of the Company’s compensation and benefit programs. The shares are repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion, subject to market conditions, customary blackout periods and other factors.

The following table shows the share repurchase activity for the three months in the quarter ended December 31, 2021:

Month						Total Number of Shares Purchased(1)						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)						Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(3)  (in millions)
October 1 through 31, 2021						1,141,404						$	75.74					1,140,853						806
November 1 through 30, 2021						1,054,644						$	77.44					1,050,501						725
December 1 through 31, 2021						2,441,785						$	81.77					2,433,320						526
Total						4,637,833						$	79.30					4,624,674

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(1)Includes share repurchases under the 2018 Program and those associated with certain employee elections under the Company’s compensation and benefit programs.

(2)The difference between the total number of shares purchased and the total number of shares purchased as part of publicly announced plans or programs is 13,159 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, 2021.

ITEM 6.    [Reserved]

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ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

Business Organization

Colgate-Palmolive Company (together with its subsidiaries, “we,” “us” “our” the “Company” or “Colgate”) is a caring, innovative growth company reimagining a healthier future for all people, their pets and our planet. We seek to deliver sustainable, profitable growth and superior shareholder returns, as well as to provide Colgate people with an innovative and inclusive work environment. We do this by developing and selling products globally that make people’s and their pets’ lives healthier and more enjoyable and by embracing our sustainability and social impact and DE&I strategies across our organization.

We are tightly focused on two product segments: Oral, Personal and Home Care; and Pet Nutrition. Within these segments, we follow a closely defined business strategy to grow our key product categories and increase our overall market share. Within the categories in which we compete, we prioritize our efforts based on their capacity to maximize the use of the organization’s core competencies and strong global equities and to deliver sustainable, profitable long-term growth.

Operationally, we are organized along geographic lines with management teams having responsibility for the business and financial results in each region. We compete in more than 200 countries and territories worldwide with established businesses in all regions contributing to our sales and profitability. Approximately 70% of our Net sales are generated from markets outside the U.S., with approximately 45% of our Net sales coming from emerging markets (which consist of Latin America, Asia (excluding Japan), Africa/Eurasia and Central Europe). This geographic diversity and balance help to reduce our exposure to business and other risks in any one country or part of the world.

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 traditional and eCommerce retailers, wholesalers and distributors. Through Hill’s Pet Nutrition, we also compete on a worldwide basis in the pet nutrition market, selling products principally through authorized pet supply retailers, veterinarians and eCommerce retailers. We also sell certain of our products direct-to-consumer. We are engaged in manufacturing and sourcing of products and materials on a global scale and have major manufacturing facilities, warehousing facilities and distribution centers in every region around the world.

On an ongoing basis, management focuses on a variety of key indicators to monitor business health and performance. These indicators include net sales (including volume, pricing and foreign exchange components), organic sales growth (net sales growth excluding the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure, and gross profit margin, operating profit, net income and earnings per share, in each case, on a GAAP and non-GAAP basis, as well as measures used to optimize the management of working capital, capital expenditures, cash flow and return on capital. In addition, we review market share and other data to assess how our brands are performing within their categories on a global and regional basis. The monitoring of these indicators and our Code of Conduct and corporate governance practices help to maintain business health and strong internal controls. For additional information regarding non-GAAP financial measures and the Company’s use of market share data and the limitations of such data, see “Non-GAAP Financial Measures” and “Market Share Information” below.

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COVID-19

The COVID-19 pandemic and government steps to reduce the spread and address the impact of COVID-19 have had and continue to have a profound impact on the way people live, work, interact and shop and have significantly impacted and continue to impact economic activity around the world. We have a well-established Crisis Management Team (“CMT”) process, and the CMT, together with our senior management team and Colgate people around the world, continue to respond to and manage the challenges presented by COVID-19.

During the COVID-19 pandemic, many of the communities in which we manufacture, market and sell our products experienced and in some cases continue to experience “stay at home” orders, travel or movement restrictions and other government actions to reduce the spread and address the impact of COVID-19, and have implemented varying policies to address the pandemic, resume economic activity and vaccinate their populations. The situation continues to be uncertain and varies by geography, as the impact of COVID-19 remains significant in many countries throughout the world, including Brazil, China, India, Mexico, Thailand, the U.S. and Vietnam, where we have substantial manufacturing facilities. Because the vast majority of our products (such as oral care products, soaps and other personal hygiene products, home cleaners and pet food) have been deemed essential for the health and well-being of people and their pets, we have, in most instances, been able to continue operating our business, although not always at full capacity.

The health, safety and well-being of our employees and their families has been and remains our first priority. While we have reopened most of our offices, in some instances on a limited and voluntary basis, many of our office-based employees globally continue to work from home. We have implemented additional health and safety measures consistent with government recommendations and/or requirements to help ensure employee safety in our offices, production facilities, warehouses and technology centers, often at additional cost. These measures may include: health and temperature screening, social distancing and personal protective equipment protocols, hand washing, contact tracing, enhanced cleaning procedures, respiratory hygiene, education and, in some instances, testing and/or vaccination requirements. In addition, during the COVID-19 pandemic, we have seen increased instances of absenteeism and, in some cases, we have experienced some limited production facility closures and related supply chain disruptions. Furthermore, some of our suppliers, customers, distributors, logistics providers and service providers have experienced disruptions to their businesses.

We saw a significant increase in demand across many of our categories, such as liquid hand soap, dish liquid, bar soap and cleaners, during 2020 as a result of the COVID-19 pandemic, driven by consumer pantry-loading and increased consumption of our products. While consumer demand for most of these categories declined year-over-year in 2021, most still remained above historical levels, and we believe that some of this increase in consumption is sustainable in light of changes in consumer behavior related to COVID-19. Across our business, changes in consumer demand for our products vary by product category, channel and geography depending on, among other things, the severity of the COVID-19 outbreak, the availability of our products at retailers and supply chain disruptions. At the same time, during the COVID-19 pandemic, we have experienced disruptions in certain channels, including travel retail. We also continue to see changes in the purchasing patterns of our consumers, including the nature and/or frequency of visits by consumers to retailers and dental, veterinary and skin health professionals and a shift in many markets to purchasing our products online.

COVID-19 and government steps to reduce the spread and address the impact of COVID-19 have impacted and may continue to impact our consumers’ ability to purchase and our ability to manufacture and distribute our products. While we believe that, in the long-term, consumer demand for the products in our categories will continue to be strong, uncertainties continue surrounding the COVID-19 pandemic. These uncertainties include: the impact of the timing and scale of changes to travel and movement restrictions in certain geographies, the availability and widespread distribution and use of COVID-19 vaccines, the emergence and spread of COVID-19 variants, the timing and impact of consumer pantry-loading and destocking activity in certain markets, product demand trends and the impact of COVID-19 on the global economy, including as a result of inflation, and supply chain disruptions. COVID-19 has also disrupted our retail customers, contract manufacturers, logistics providers and other third parties; their ability to address COVID-19 and maintain their operations at full capacity has impacted and may continue to impact sales of and consumer access to our products. We expect the ongoing economic impact and health concerns associated with COVID-19 to continue to impact consumer behavior, shopping patterns and consumption preferences during 2022.

While we currently expect to be able to continue operating our business as described above and we intend to continue to work with government authorities and to follow the necessary protocols to maintain the health and safety of our employees and third parties, uncertainty resulting from COVID-19 could result in an unforeseen additional disruption to our business, including our global supply chain and retailer network, and/or require us to incur additional operational costs.

For more information about the anticipated COVID-19 impact, see “Outlook” below.

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Business Strategy

To achieve our business and financial objectives, we are focused on driving organic sales growth and long-term profitable growth through innovation on our core businesses; leveraging faster growth in adjacent categories; expanding in high-growth channels and markets and delivering margin expansion through operating leverage and efficiency. We are also seeking to maximize the impact of our ESG programs and leading in the development of human capital, including our sustainability and social impact and DE&I strategies, which we are working to integrate across our organization. We are strengthening our capabilities in areas such as innovation, digital, eCommerce and data and analytics enabling us to be more responsive in today’s rapidly changing world. In particular, we believe our digital transformation is of paramount importance to our success going forward. We continue to invest behind our brands, including through advertising, and to develop initiatives to build strong relationships with consumers, dental, veterinary and skin health professionals and traditional and eCommerce retailers. We also continue to broaden our eCommerce offerings, including direct-to-consumer and subscription services. We continue to believe that growth opportunities are greater in those areas of the world in which economic development and rising consumer incomes expand the size and number of markets for our products.

We are also changing the way we work to drive growth and how we approach innovation with focus, empowerment, experimentation and digitization to respond to the dynamic retail landscape and the evolving preferences of our customers and consumers. The retail landscape, the ease of new entrants into the market in many of our categories and the evolving preferences of our customers and consumers demand that we work differently and faster in an agile, authentic and culturally relevant manner to drive innovation.

The investments needed to drive growth are supported through continuous, Company-wide initiatives to lower costs and increase effective asset utilization. Through these initiatives, which are referred to as our funding-the-growth initiatives, we seek to become even more effective and efficient throughout our businesses. These initiatives are designed to reduce costs associated with direct materials, indirect expenses, distribution and logistics and advertising and promotional materials, among other things, and encompass a wide range of projects, examples of which include raw material substitution, reduction of packaging materials, consolidating suppliers to leverage volumes and increasing manufacturing efficiency through SKU reductions and formulation simplification. We also continue to prioritize our investments in high growth segments within our Oral Care, Personal Care and Pet Nutrition businesses, including by expanding our portfolio in premium skin health.

On January 27, 2022, the Board approved a targeted productivity program (the “2022 Global Productivity Initiative”). The program is intended to reallocate resources towards our strategic priorities and faster growth businesses, drive efficiencies in our operations and streamline our supply chain to reduce structural costs. Implementation of the 2022 Global Productivity Initiative, which is expected to be substantially completed by December 31, 2022, is projected to result in cumulative pre-tax charges, once all phases are approved and implemented, totaling between $200 and $240, which are currently estimated to be comprised of the following: employee-related costs, including severance, pension and other termination benefits (80%); asset-related costs, primarily accelerated depreciation and asset write-downs (10%); and other charges (10%), which include contract termination costs, consisting primarily of implementation-related charges resulting directly from exit activities and the implementation of new strategies. It is estimated that approximately 90% of the charges will result in cash expenditures. For more information regarding the 2022 Global Productivity Initiative, see “Restructuring and Related Implementation Charges” below.

Significant Items Impacting Comparability

In the fourth quarter of 2021, we recorded a non-cash charge of $571 pretax ($518 aftertax) to adjust the carrying values of goodwill and indefinite-lived intangible related to the Filorga skin health business. The impairment was due primarily to the impact of the COVID-19 pandemic on the Filorga business as a result of government restrictions and reduced consumer mobility, which negatively impacted consumption in the duty-free, travel retail and pharmacy channels. See Note 5, Goodwill and Other Intangible Assets to the Consolidated Financial Statements for further information.

In 1990, our Canadian subsidiary (“CP Canada”), issued C$145 of Canadian dollar-denominated unsecured unsubordinated 12.85% guaranteed notes due October 4, 2030 (the “Canada notes”). In the third quarter of 2021, CP Canada redeemed the Canada notes and recorded a loss on the early extinguishment of debt of $75 pretax ($55 aftertax), which is included in Interest (income) expense, net in the Consolidated Statements of Income, representing the difference between the redemption price and the carrying amount of the debt extinguished.

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In 2019, we received a favorable judgment regarding certain value-added tax previously paid in Brazil. As a result of this favorable judgment, during the fourth quarter of 2019, we filed an application with the Brazilian government to recover value-added tax previously paid and recorded a benefit. In May 2021, the Brazilian Supreme Court issued a clarifying ruling allowing a higher deduction of state value-added tax when determining the taxable base. In light of this ruling, we recorded an additional benefit of $26 pretax ($20 aftertax) in the year ended December 31, 2021.

The Global Growth and Efficiency Program, a multi-year restructuring program, concluded on December 31, 2019. Initiatives under the Global Growth and Efficiency Program fit within the program’s three focus areas of expanding commercial hubs, extending shared business services and streamlining global functions and optimizing the global supply chain and facilities. During the year ended December 31, 2020, we adjusted the accrual balances related to certain projects approved prior to the conclusion of the Global Growth and Efficiency Program to reflect our revised estimate of remaining liabilities, which resulted in a reduction of $16 ($13 aftertax) to restructuring accruals. For more information regarding the Global Growth and Efficiency Program, see Note 4, Restructuring and Related Implementation Charges to the Consolidated Financial Statements.

The provision for income taxes for the year ended December 31, 2020 includes $71 of income tax benefits, of which $45 relates to previously recorded foreign withholding taxes and $26 relates to a previously recorded valuation allowance against a deferred tax asset. As described more fully in “Results of Operations-Income Taxes,” below, both items were previously recorded in connection with the charge recorded in 2017 and revised in 2018 related to the Tax Cuts and Jobs Act (the “TCJA”).

On January 31, 2020, we acquired Hello Products LLC (“hello”), an oral care business, for cash consideration of $351. The acquisition was financed with a combination of debt and cash. This acquisition is part of our strategy to focus on high growth segments within our Oral Care, Personal Care and Pet Nutrition businesses. See Note 3, Acquisitions to the Consolidated Financial Statements for additional information.

Outlook

Looking forward, we expect global macroeconomic, political and market conditions to remain challenging, especially due to COVID-19. During the year ended December 31, 2021, all of our divisions experienced significantly higher raw and packaging material costs. We also incurred increased logistics costs due to volume and capacity constraints in the shipping and logistics industry and higher eCommerce demand. We expect this difficult cost environment to continue in 2022.

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 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. Such activities have included more aggressive product claims and marketing challenges, as well as increased promotional spending and geographic expansion.

We have been negatively affected by changes in the policies and practices of our trade customers in key markets, such as inventory de-stocking, fulfillment requirements, limitations on access to shelf space, delisting of our products and certain environmental, sustainability, supply chain and packaging standards or initiatives. In addition, the retail landscape in many of our markets continues to evolve as a result of the rapid growth of eCommerce, changing consumer preferences (as consumers increasingly shop online and via mobile and social applications) and the increased presence of alternative retail channels, such as subscription services and direct-to-consumer businesses. These trends have been magnified due to COVID-19 in many of our geographies and we plan to continue to invest behind our digital and analytics capabilities and higher growth businesses, such as eCommerce. This rapid growth in eCommerce and the emergence of alternative retail channels have created and may continue to create pricing pressures and/or adversely affect our relationships with our key retailers.

In addition, given that approximately 70% of our Net sales originate in markets outside the U.S., we have experienced and will likely continue to experience volatile foreign currency fluctuations. As discussed above, we have also experienced higher raw and packaging material and logistics costs. While we have taken, and will continue to take, measures to mitigate the effect of these conditions, such as the 2022 Global Productivity Initiative and our funding the growth and revenue growth management initiatives, including additional pricing, in the current environment, it may become increasingly difficult to implement certain of these mitigation strategies. Should these conditions persist, they could adversely affect our future results.

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As discussed above, we continue to closely monitor the impact of COVID-19 on our business. During 2020 as a result of the COVID-19 pandemic, we saw a significant increase in demand across many of our categories, such as liquid hand soap, dish liquid, bar soap and cleaners. While consumer demand for most of these categories declined year-over-year in 2021, most remained above historical levels. We believe that some of this increased consumption is sustainable due to consumer behavior changes related to COVID-19. We expect increased volatility across all of our categories, and it is therefore difficult to predict category growth rates in the near term. COVID-19 has also disrupted our retail customers, contract manufacturers, logistics providers and other third parties; their ability to address COVID-19 and maintain their operations at full capacity has impacted and may continue to impact sales of and consumer access to our products. While we have taken, and will continue to take, measures to mitigate the effects of COVID-19, we cannot estimate with certainty the full extent of COVID-19’s impact on our business, results of operations, cash flows and/or financial condition. For more information about factors that could impact our business, including due to COVID-19, see “Risk Factors” in Part I, Item 1A of this Annual Report.

In summary, we believe that we are well prepared to meet the challenges ahead due to our strong financial condition, broad based experience operating in challenging environments, resilient global supply chain and focused business strategy. Our strategy is based on driving organic sales growth and long-term profitable growth through innovation within our core businesses, leveraging faster growth in adjacent categories, expanding in high-growth channels and markets and delivering margin expansion through operating leverage and efficiency. We are also seeking to maximize the impact of our environmental, social and governance programs and leading in the development of human capital, including our sustainability and social impact and DE&I strategies. Our commitment to these priorities, the strength of our brands, the breadth of our global footprint and a commitment to driving efficiency in cash generation should position us well to manage through the challenges presented by COVID-19 and increase shareholder value over time.

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Results of Operations

This section of this Annual Report on Form 10-K generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020. Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Net Sales

Worldwide Net sales were $17,421 in 2021, up 6.0% from 2020, due to volume growth of 1.0%, net selling price increases of 3.5%, and positive foreign exchange of 1.5%. Organic sales (Net sales excluding, as applicable, the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure as discussed below, increased 4.5% in 2021.

Net sales in the Oral, Personal and Home Care product segment were $14,110 in 2021, up 4.0% from 2020, due to net selling price increases of 2.5% and positive foreign exchange of 1.5%, while volume was flat. Organic sales in the Oral, Personal and Home Care product segment increased 2.5% in 2021.

The increase in organic sales in 2021 versus 2020 was due to an increase in Oral Care organic sales, partially offset by a decrease in Personal Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste, manual toothbrush and mouthwash categories. The decrease in Personal Care was primarily due to organic sales declines in the liquid hand soap and bar soap categories.

The Company’s share of the global toothpaste market was 39.4% for full year 2021, down 0.3 share points from full year 2020, and its share of the global manual toothbrush market was 30.9% for full year 2021, up 0.1 share points from full year 2020. Full year 2021 market shares in toothpaste were up in Europe and Africa/Eurasia and down in North America, Latin America and Asia Pacific versus full year 2020. In the manual toothbrush category, full year 2021 market shares were up in Latin America, Europe and Africa/Eurasia and down in North America and Asia Pacific versus full year 2020. For additional information regarding the Company’s use of market share data and limitations of such data, see “Market Share Information” below.

Net sales for Hill’s Pet Nutrition were $3,311 in 2021, an increase of 15.0% from 2020, driven by volume growth of 8.0%, net selling price increases of 5.5% and positive foreign exchange of 1.5%. Organic sales for Hill’s Pet Nutrition increased 13.5% in 2021.

The increase in organic sales in 2021 versus 2020 was primarily due to increases in organic sales in the Science Diet and Prescription Diet categories.

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Gross Profit/Margin

Worldwide Gross profit increased 4% to $10,375 in 2021 from $10,017 in 2020. Gross profit in 2020 included acquisition-related costs. Excluding acquisition-related costs in 2020, Gross profit increased to $10,375 in 2021 from $10,021 in 2020, reflecting an increase of $565 resulting from higher Net sales and a decrease of $211 resulting from lower Gross profit margin.

Worldwide Gross profit margin decreased to 59.6% in 2021 from 60.8% in 2020. This decrease in Gross profit margin was primarily due to higher raw and packaging material costs (450 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (210 bps) and higher pricing (120 bps).

						2021						2020
Gross profit, GAAP						$	10,375					$	10,017
Acquisition-related costs						—						4
Gross profit, non-GAAP						$	10,375					$	10,021

						2021						2020						Basis Point Change
Gross profit margin						59.6		%				60.8		%				(120)

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Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 6% to $6,407 in 2021 from $6,019 in 2020. Selling, general and administrative expenses in 2020 included benefits resulting from the Global Growth and Efficiency Program. Excluding benefits resulting from the Global Growth and Efficiency Program, Selling, general and administrative expenses increased to $6,407 in 2021 from $6,022 in 2020, reflecting higher overhead expenses of $312 and increased advertising investment of $73.

Selling, general and administrative expenses as a percentage of Net sales increased to 36.8% in 2021 from 36.5% in 2020. Excluding benefits resulting from the Global Growth and Efficiency Program, Selling, general and administrative expenses as a percentage of Net sales increased by 20 bps to 36.8% in 2021 as compared to 36.6% in 2020. This increase was due to higher overhead expenses (50 bps), driven by higher logistics costs, partially offset by decreased advertising investment (30 bps), both as a percentage of Net sales. In 2021, advertising investment decreased as a percentage of Net sales to 11.6% from 11.9% in 2020, while it increased in absolute terms by 3.7% to $2,021 as compared with $1,948 in 2020.

						2021						2020
Selling, general and administrative expenses, GAAP						$	6,407					$	6,019
Global Growth and Efficiency Program						—						3
Selling, general and administrative expenses, non-GAAP						$	6,407					$	6,022

						2021						2020						Basis Point Change
Selling, general and administrative expenses as a percentage of Net sales, GAAP						36.8		%				36.5		%				30
Global Growth and Efficiency Program						—		%				0.1		%
Selling, general and administrative expenses as a percentage of Net sales, non-GAAP						36.8		%				36.6		%				20

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Other (Income) Expense, Net

Other (income) expense, net was $65 and $113 in 2021 and 2020, respectively. Other (income) expense, net in 2021 included a benefit related to a value-added tax matter in Brazil. Other (income) expense, net in 2020 included benefits resulting from the Global Growth and Efficiency Program and acquisition-related costs.

						2021						2020
Other (income) expense, net, GAAP						$	65					$	113
Global Growth and Efficiency Program						—						13
Acquisition-related costs						—						(2)
Value-added tax matter in Brazil						26						—
Other (income) expense, net, non-GAAP						$	91					$	124

Excluding the items described above in both periods, as applicable, Other (income) expense, net was $91 in 2021 and $124 in 2020, comprised of the following:

						2021						2020
Amortization of intangible assets						$	89					$	88
Equity income						(12)						(12)
Write-off of certain investments and fixed assets						10						—
Other, net						4						48
Total Other (income) expense, net						$	91					$	124

Goodwill & Indefinite-Lived Intangible Impairment Charges

The Company made revisions to the internal forecasts relating to its Filorga reporting unit during the fourth quarter of 2021 due primarily to the impact of the COVID-19 pandemic on the Filorga skin health business 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 triggered the need for an interim impairment review of its indefinite-lived trademark and goodwill and, accordingly, performed an interim impairment test for the trademark as of December 31, 2021. The Company concluded that the carrying value of the trademark exceeded its estimated fair value, and recorded an impairment charge of $204, reducing the carrying value to approximately $588. After adjusting the carrying value of the trademark, the Company completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $367 in the Filorga reporting unit, reducing the carrying value of goodwill to approximately $577. The Company continues to believe in the strength of the Filorga brand and is confident about its growth opportunities. See Note 5, Goodwill and Other Intangible Assets to the Consolidated Financial Statements for further information.

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Operating Profit

Operating profit decreased 14% to $3,332 in 2021 from $3,885 in 2020. In 2021, Operating profit included a benefit related to a value-added tax matter in Brazil, and goodwill and indefinite-lived intangible impairment charges related to the Filorga reporting unit. In 2020, Operating profit included benefits resulting from the Global Growth and Efficiency Program and acquisition-related costs. Excluding these items in both periods, as applicable, Operating profit was flat in 2021.

    Operating profit margin was 19.1% in 2021, a decrease of 450 bps compared with 23.6% in 2020. Excluding the items described above in both periods, as applicable, Operating profit margin was 22.3% in 2021, a decrease of 120 bps from 23.5% in 2020. This decrease in Operating profit in 2021 was primarily due to a decrease in Gross profit (120 bps), as a percentage of Net sales.

						2021						2020						% Change
Operating profit, GAAP						$	3,332					$	3,885					(14)		%
Global Growth and Efficiency Program						—						(16)
Acquisition-related costs						—						6
Value-added tax matter in Brazil						(26)						—
Goodwill and indefinite-lived intangible impairment charges						571						—
Operating profit, non-GAAP						$	3,877					$	3,875					—		%

						2021						2020						Basis Point Change
Operating profit margin, GAAP						19.1		%				23.6		%				(450)
Global Growth and Efficiency Program						—						(0.1)		%
Acquisition-related costs						—						—
Value-added tax matter in Brazil						(0.2)		%				—
Goodwill and indefinite-lived intangible impairment charges						3.4		%				—
Operating profit margin, non-GAAP						22.3		%				23.5		%				(120)

Non-Service Related Postretirement Costs

Non-service related postretirement costs were $70 in 2021 compared to $74 in 2020.

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Interest (Income) Expense, Net

Interest (income) expense, net was $175 in 2021 compared with $164 in 2020. In 2021 and 2020, Interest (income) expense, net included losses on the early extinguishment of debt. Excluding the losses on the early extinguishment of debt, in both periods, Interest (income) expense, net was $100 in 2021 compared to $141 in 2020, primarily due to lower average interest rates on debt.

						2021						2020
Interest (income) expense, GAAP						$	175					$	164
Loss on early extinguishment of debt						(75)						(23)
Interest (income) expense, non-GAAP						$	100					$	141

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Income Taxes

The effective income tax rate was 24.3% in 2021 and 21.6% in 2020. As reflected in the table below, the non-GAAP effective income tax rate was 22.0% in 2021 and 23.6% in 2020.

						2021
						Income Before Income Taxes						Provision For Income Taxes(1)						Effective Income Tax Rate(2)
As Reported GAAP						$	3,087					$	749					24.3		%
Goodwill and indefinite-lived intangible impairment charges						571						53						(2.1)		%
Loss on early extinguishment of debt						75						20						(0.3)		%
Value-added tax matter in Brazil						(26)						(6)						0.1		%
Non-GAAP						$	3,707					$	816					22.0		%

						2020
						Income Before Income Taxes						Provision For Income Taxes(1)						Effective Income Tax Rate(2)
As Reported GAAP						$	3,647					$	787					21.6		%
Global Growth and Efficiency Program						(16)						(3)						—
Subsidiary and operating structure initiatives						—						71						2.0		%
Acquisition-related costs						6						2						—
Loss on early extinguishment of debt						23						5						—
Non-GAAP						$	3,660					$	862					23.6		%

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(1)     The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.

(2)     The impact of non-GAAP items on the Company’s effective tax rate represents the difference in the effective tax rate calculated with and without the non-GAAP adjustment on Income before income taxes and Provision for income taxes.

The provision for income taxes for 2020 includes $71 of income tax benefits, of which $45 relates to previously recorded foreign withholding taxes and $26 relates to a previously recorded valuation allowance against a deferred tax asset. As described more fully below, both items were previously recorded in connection with the charge recorded by the Company in 2017 and revised in 2018 related to the TCJA.

As part of the previously recorded charge for the TCJA, the Company had provided for foreign withholding taxes expected to be paid on the remittance of earnings from certain overseas subsidiaries no longer deemed indefinitely reinvested. As a result of a reorganization of the ownership structure of certain foreign subsidiaries, the Company determined that no withholding taxes will be due on the remittance by certain subsidiaries of earnings previously deemed reinvested and, accordingly, reversed $45 of previously recorded foreign withholding taxes in the first quarter of 2020.

Also as part of the previously recorded charge for the TCJA, the Company provided a valuation allowance against a deferred tax asset related to foreign tax credit carry-forwards that the Company did not expect to be able to use due to changes made by the TCJA. As a result of a new operating structure implemented within one of the Company’s divisions, the Company believes the use of these foreign tax credit carry-forwards will not be limited in the future and, accordingly, reversed the previously recorded valuation allowance of $26 in the first quarter of 2020.

The effective income tax rate in all years benefited from tax planning associated with the Company’s global business initiatives.

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(Dollars in Millions Except Per Share Amounts)

Net income attributable to Colgate-Palmolive Company and Earnings per share

Net income attributable to Colgate-Palmolive Company of $2,166, or $2.55 per share on a diluted basis, in 2021 decreased from $2,695, or $3.14 per share on a diluted basis, in 2020. In 2021, Net income attributable to Colgate-Palmolive Company included aftertax goodwill and indefinite-lived intangible impairment charges, an aftertax benefit related to a value-added tax matter in Brazil and an aftertax loss on the early extinguishment of debt. In 2020, Net income attributable to Colgate-Palmolive Company included aftertax benefits resulting from the Global Growth and Efficiency Program, aftertax acquisition-related costs, a tax benefit related to subsidiary and operating structure initiatives and an aftertax loss on the early extinguishment of debt.

Excluding the items described above in both periods, as applicable, Net income attributable to Colgate-Palmolive Company increased 3% to $2,719 in 2021 from $2,633 in 2020, and Earnings per common share on a diluted basis increased 5% to $3.21 in 2021 from $3.06 in 2020.

			2021
			Income Before Income Taxes						Provision For Income Taxes(1)						Net Income Including Noncontrolling Interests						Less: Income Attributable To Noncontrolling Interests						Net Income Attributable to Colgate-Palmolive Company						Diluted Earnings Per Share(2)
As Reported GAAP			$	3,087					$	749					$	2,338					$	172					$	2,166					$	2.55
Goodwill and indefinite-lived intangible impairment charges			571						53						518						—						518						0.61
Loss on early extinguishment of debt			75						20						55						—						55						0.07
Value-added tax matter in Brazil			(26)						(6)						(20)						—						(20)						(0.02)
Non-GAAP			$	3,707					$	816					$	2,891					$	172					$	2,719					$	3.21

			2020
			Income Before Income Taxes						Provision For Income Taxes(1)						Net Income Including Noncontrolling Interests						Less: Income Attributable To Noncontrolling Interests						Net Income Attributable to Colgate-Palmolive Company						Diluted Earnings Per Share(2)
As Reported GAAP			$	3,647					$	787					$	2,860					$	165					$	2,695					$	3.14
Global Growth and Efficiency Program			(16)						(3)						(13)						—						(13)						(0.02)
Subsidiary and operating structure initiatives			—						71						(71)						—						(71)						(0.08)
Acquisition-related costs			6						2						4						—						4						—
Loss on early extinguishment of debt			23						5						18						—						18						0.02
Non-GAAP			$	3,660					$	862					$	2,798					$	165					$	2,633					$	3.06

_______

(1)     The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.

(2)     The impact of non-GAAP adjustments on diluted earnings per share may not necessarily equal the difference between “GAAP” and “non-GAAP” as a result of rounding.

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Segment Results

The Company markets its products in over 200 countries and territories throughout the world in two product segments: Oral, Personal and Home Care; and Pet Nutrition. The Company evaluates segment performance based on several factors, including Operating profit. The Company uses Operating profit as a measure of the operating segment performance because it excludes the impact of corporate-driven decisions related to interest expense and income taxes.

Oral, Personal and Home Care

    North America

			2021						2020						% Change
Net sales			$	3,694					$	3,741					(1.0)			%
Operating profit			$	754					$	988					(24)			%
% of Net sales			20.4		%				26.4		%				(600)			bps

Net sales in North America decreased 1.0% in 2021 to $3,694, driven by volume declines of 4.0%, partially offset by net selling price increases of 2.0% and positive foreign exchange of 1.0%. Organic sales in North America decreased 2.0% in 2021. The organic sales decline was largely driven by the United States.

The decrease in organic sales in North America in 2021 versus 2020 was primarily due to decreases in Personal Care and Home Care organic sales. The decrease in Personal Care was primarily due to organic sales declines in the liquid hand soap and bar soap categories. The decrease in Home Care was primarily due to organic sales declines in the hand dish category, partially offset by organic sales growth in the liquid cleaner category.

Operating profit in North America decreased 24% in 2021 to $754, or 600 bps to 20.4% as a percentage of Net sales. This decrease in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (330 bps) and an increase in Selling, general and administrative expenses (300 bps), both as a percentage of Net sales. This decrease in Gross profit was primarily due to higher raw and packaging material costs (600 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (190 bps) and higher pricing. This increase in Selling, general and administrative expenses was due to higher overhead expenses (290 bps), primarily driven by higher logistics costs, and increased advertising investment (10 bps).

    

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    Latin America

			2021						2020						% Change
Net sales			$	3,663					$	3,418					7.0			%
Operating profit			$	1,012					$	975					4			%
% of Net sales			27.6		%				28.5		%				(90)			bps

Net sales in Latin America increased 7.0% in 2021 to $3,663, as volume growth of 1.0% and net selling price increases of 7.0% were partially offset by negative foreign exchange of 1.0%. Organic sales in Latin America increased 8.0% in 2021. Organic sales growth was led by Brazil, Mexico, Argentina and Colombia.

The increase in organic sales in Latin America in 2021 versus 2020 was due to increases in Oral Care, Personal Care and Home Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste, manual toothbrush and mouthwash categories. The increase in Personal Care was primarily due to organic sales growth in the bar soap and underarm protection categories. The increase in Home Care was primarily due to organic sales growth in the fabric softener and liquid cleaner categories.

Operating profit in Latin America increased 4% in 2021 to $1,012, while as a percentage of Net sales it decreased 90 bps to 27.6%. This decrease in Operating profit as a percentage of Net sales was due to a decrease in Gross profit (150 bps), partially offset by a decrease in Selling, general and administrative expenses (20 bps) and a decrease in Other (income) expense, net (40 bps), all as a percentage of Net sales. This decrease in Gross profit was primarily due to higher raw and packaging material costs (740 bps), which were partially offset by cost savings from the Company’s funding-the-growth initiatives (330 bps) and higher pricing. This decrease in Selling, general and administrative expenses was due to decreased advertising investment (70 bps), partially offset by higher overhead expenses (50 bps), primarily driven by higher logistics costs. The decrease in Other (income) expense, net was primarily due to a value added tax refund.

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    Europe

			2021						2020						% Change
Net sales			$	2,841					$	2,747					3.5			%
Operating profit			$	682					$	652					5			%
% of Net sales			24.0		%				23.7		%				30			bps

Net sales in Europe increased 3.5% in 2021 to $2,841, as Net selling prices were flat and positive foreign exchange of 4.0% was partially offset by volume declines of 0.5%. Organic sales in Europe decreased 0.5% in 2021. Organic sales declines were driven by the Filorga duty-free business and Germany, partially offset by organic sales growth in Poland.

The decrease in organic sales in Europe in 2021 versus 2020 was due to decreases in Personal Care and Home Care organic sales, partially offset by an increase in Oral Care organic sales. The decrease in Personal Care was primarily due to organic sales declines in the liquid hand soap, body wash, skin health and bar soap categories. The decrease in Home Care was primarily due to organic sales declines in the bleach and hand dish categories, partially offset by organic sales growth in the fabric softener category. The increase in Oral Care was primarily due to organic sales growth in the toothpaste, prescription dental and manual toothbrush categories.

Operating profit in Europe increased 5% in 2021 to $682, or 30 bps to 24.0% as a percentage of Net sales. This increase in Operating profit as a percentage of Net sales was primarily due to a decrease in Selling, general and administrative expenses (110 bps), partially offset by a decrease in Gross profit (100 bps), both as a percentage of Net sales. This decrease in Gross profit was primarily due to higher raw and packaging material costs (330 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (220 bps). This decrease in Selling, general and administrative expenses was largely due to decreased advertising investment (100 bps).

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(Dollars in Millions Except Per Share Amounts)

    Asia Pacific

			2021						2020						% Change
Net sales			$	2,867					$	2,701					6.0			%
Operating profit			$	844					$	773					9			%
% of Net sales			29.4		%				28.6		%				80			bps

Net sales in Asia Pacific increased 6.0% in 2021 to $2,867, driven by volume growth of 3.0% and positive foreign exchange of 3.0%, while net selling prices were flat. Organic sales in Asia Pacific increased 3.0% in 2021. Organic sales growth was led by India and the Greater China region.

The increase in organic sales in 2021 versus 2020 was primarily due to an increase in Oral Care organic sales. The increase in Oral Care was driven by organic sales growth in the toothpaste, manual toothbrush and mouthwash categories.

Operating profit in Asia Pacific increased 9% in 2021 to $844, or 80 bps to 29.4% of Net sales. This increase in Operating profit as a percentage of Net sales was due primarily to an increase in Gross profit (50 bps) and a decrease in Other (income) expense, net (40 bps), both as a percentage of Net sales. This increase in Gross profit was primarily due to cost savings from the Company’s funding-the-growth initiatives (230 bps), mix (20 bps) and other, partially offset by higher raw and packaging material costs (230 bps). The decrease in Other (income) expense, net was primarily due to a gain on an investment.

    

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    Africa/Eurasia

			2021						2020						% Change
Net sales			$	1,045					$	981					6.5			%
Operating profit			$	203					$	206					(1)			%
% of Net sales			19.4		%				21.0		%				(160)			bps

Net sales in Africa/Eurasia increased 6.5% in 2021 to $1,045, as volume growth of 1.0% and net selling price increases of 6.0% were partially offset by negative foreign exchange of 0.5%. Organic sales in Africa/Eurasia increased 7.0% in 2021. Organic sales growth was led by Turkiye, Nigeria and South Africa.

The increase in organic sales in 2021 versus 2020 was primarily due to an increase in Oral Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste and manual toothbrush categories.

Operating profit in Africa/Eurasia decreased 1% in 2021 to $203, or 160 bps to 19.4% of Net sales. This decrease in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (170 bps), partially offset by a decrease in Selling, general and administrative expenses (60 bps), both as a percentage of Net sales. This decrease in Gross profit was primarily due to higher raw and packaging material costs (590 bps), partially offset by higher pricing and cost savings from the Company’s funding-the-growth initiatives (190 bps). This decrease in Selling, general and administrative expenses was due to decreased advertising investment (140 bps), partially offset by higher overhead expenses (80 bps), primarily driven by higher logistics costs.

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    Hill’s Pet Nutrition

			2021						2020						% Change
Net sales			$	3,311					$	2,883					15.0			%
Operating profit			$	901					$	793					14			%
% of Net sales			27.2		%				27.5		%				(30)			bps

Net sales for Hill’s Pet Nutrition increased 15.0% in 2021 to $3,311, driven by volume growth of 8.0%, net selling price increases of 5.5% and positive foreign exchange of 1.5%. Organic sales in Hill’s Pet Nutrition increased 13.5% in 2021. Organic sales growth was led by the United States and Europe.

The increase in organic sales in 2021 versus 2020 was due to organic sales growth in the Science Diet and Prescription Diet categories.

Operating profit in Hill’s Pet Nutrition increased 14% in 2021 to $901, while as a percentage of Net sales it decreased 30 bps to 27.2%. This decrease in Operating profit as a percentage of Net sales was due to a decrease in Gross profit (40 bps) and an increase in Selling, general and administrative expenses (30 bps), partially offset by a decrease in Other (income) expense, net (40 bps), all as a percentage of Net sales. This decrease in Gross profit was primarily due to higher raw and packaging material costs (300 bps), partially offset by higher pricing and cost savings from the Company’s funding-the-growth initiatives (100 bps). This increase in Selling, general and administrative expenses was due to increased advertising investment (110 bps), partially offset by lower overhead expenses (80 bps). This decrease in Other (income) expense, net was primarily due to the portion of costs incurred in 2020 in connection with the voluntary recall of selected canned dog food products due to potentially elevated levels of Vitamin D resulting from a supplier error for which Hill’s was not indemnified.

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    Corporate

			2021						2020						% Change
Operating profit (loss)			$	(1,064)					$	(502)					112			%

Corporate operations include Corporate overhead costs, research and development costs, stock-based compensation expense related to stock options and restricted stock unit awards, restructuring and related implementation costs and gains and losses on sales of non-core product lines. The components of Operating profit (loss) for the Corporate segment are presented as follows:

						2021						2020
Global Growth and Efficiency Program						$	—					$	16
Acquisition-related costs						—						(6)
Value-added tax matter in Brazil						26						—
Goodwill and indefinite-lived intangible impairment charges						(571)						—
Corporate overhead costs and other, net						(519)						(512)
Total Corporate Operating profit (loss)						$	(1,064)					$	(502)

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Restructuring and Related Implementation Charges

Global Productivity Initiative

On January 27, 2022, the Board approved the 2022 Global Productivity Initiative. The program is intended to reallocate resources towards the Company’s strategic priorities and faster growth businesses, drive efficiencies in the Company’s operations and streamline the Company’s supply chain to reduce structural costs.

Implementation of the Global Productivity Initiative, which is expected to be substantially completed by December 31, 2022, is projected to result in cumulative pre-tax charges, once all phases are approved and implemented, totaling between $200 and $240, which are currently estimated to be comprised of the following: employee-related costs, including severance, pension and other termination benefits (80%); asset-related costs, primarily accelerated depreciation and asset write-downs (10%); and other charges (10%), which include contract termination costs, consisting primarily of implementation-related charges resulting directly from exit activities and the implementation of new strategies. It is estimated that approximately 90% of the charges will result in cash expenditures. Annualized pre-tax savings are projected to be in the range of $90 to $110.

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Non-GAAP Financial Measures

This Annual Report on Form 10-K discusses certain financial measures on both a GAAP and a non-GAAP basis. The Company uses the non-GAAP financial measures described below internally in its budgeting process, to evaluate segment and overall operating performance and as a factor in determining compensation. The Company believes that these non-GAAP financial measures are useful in evaluating the Company’s underlying business performance and trends; however, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies.

Net sales growth (GAAP) and organic sales growth (Net sales growth excluding the impact of foreign exchange, acquisitions and divestments) (non-GAAP) are discussed in this Annual Report on Form 10-K. Management believes the organic sales growth measure provides investors and analysts with useful supplemental information regarding the Company’s underlying sales trends by presenting sales growth excluding, the external factor of foreign exchange, as well as the impact of acquisitions and divestments, as applicable. A reconciliation of organic sales growth to Net sales growth for the years ended December 31, 2021 and 2020 is provided below.

Worldwide Gross profit, Gross profit margin, Selling, general and administrative expenses, Selling, general and administrative expenses as a percentage of Net sales, Other (income) expense, net, Operating profit, Operating profit margin, Interest (income) expense, net, effective income tax rate, Net income attributable to Colgate-Palmolive Company and Earnings per share on a diluted basis are discussed in this Annual Report on Form 10-K both on a GAAP basis and excluding, as applicable, goodwill and indefinite-lived intangible impairment charges, a benefit related to a value-added tax matter in Brazil, the benefits resulting from the Global Growth and Efficiency Program, a benefit related to a reorganization of the ownership structure of certain foreign subsidiaries and a new operating structure implemented within one of the Company’s divisions, acquisition-related costs and losses on the early extinguishment of debt. These non-GAAP financial measures exclude items that, either by their nature or amount, management would not expect to occur as part of the Company’s normal business on a regular basis, such as restructuring charges, charges for certain litigation and tax matters, gains and losses from certain acquisitions, divestitures and certain unusual, non-recurring items. Investors and analysts use these financial measures in assessing the Company’s business performance, and management believes that presenting these financial measures on a non-GAAP basis provides them with useful supplemental information to enhance their understanding of the Company’s underlying business performance and trends. These non-GAAP financial measures also enhance the ability to compare period-to-period financial results. A reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP financial measures for the years ended December 31, 2021 and 2020 is presented within the applicable section of Results of Operations.

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The following tables provide a quantitative reconciliation of Net sales growth to organic sales growth for the years ended December 31, 2021 and 2020 versus the prior year:

Year ended December 31, 2021			Net Sales Growth (GAAP)			Foreign Exchange Impact			Acquisitions and Divestments Impact			Organic Sales Growth (Non-GAAP)
Oral, Personal and Home Care
North America			(1.0)%			1.0%			—%			(2.0)%
Latin America			7.0%			(1.0)%			—%			8.0%
Europe			3.5%			4.0%			—%			(0.5)%
Asia Pacific			6.0%			3.0%			—%			3.0%
Africa/Eurasia			6.5%			(0.5)%			—%			7.0%
Total Oral, Personal and Home Care			4.0%			1.5%			—%			2.5%
Pet Nutrition			15.0%			1.5%			—%			13.5%
Total Company			6.0%			1.5%			—%			4.5%

Year ended December 31, 2020			Net Sales Growth (GAAP)			Foreign Exchange Impact			Acquisitions and Divestments Impact			Organic Sales Growth (Non-GAAP)
Oral, Personal and Home Care
North America			9.5%			—%			1.5%			8.0%
Latin America			(5.0)%			(14.0)%			—%			9.0%
Europe			12.0%			1.5%			7.5%			3.0%
Asia Pacific			(0.5)%			(1.0)%			—%			0.5%
Africa/Eurasia			—%			(8.5)%			1.0%			7.5%
Total Oral, Personal and Home Care			3.0%			(5.0)%			2.0%			6.0%
Pet Nutrition			14.0%			(0.5)%			—%			14.5%
Total Company			5.0%			(3.5)%			1.5%			7.0%

Market Share Information

Management uses market share information as a key indicator to monitor business health and performance. References to market share in this Annual Report on Form 10-K are based on a combination of consumption and market share data provided by third-party vendors, primarily Nielsen, and internal estimates. All market share references represent the percentage of the dollar value of sales of our products, relative to all product sales in the category in the countries in which the Company competes and purchases data (excluding Venezuela from all periods).

Market share data is subject to limitations on the availability of up-to-date information. In particular, market share data is currently not generally available for certain retail channels, such as eCommerce or certain discounters. The Company measures year-to-date market shares from January 1 of the relevant year through the most recent period for which market share data is available, which typically reflects a lag time of one or two months. The Company believes that the third-party vendors we use to provide data are reliable, but we have not verified the accuracy or completeness of the data or any assumptions underlying the data. In certain limited circumstances, the COVID-19 pandemic has impacted the ability of our third-party vendors to provide the Company with reliable updated market share data. In addition, market share information calculated by the Company may be different from market share information calculated by other companies due to differences in category definitions, the use of data from different countries, internal estimates and other factors.

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(Dollars in Millions Except Per Share Amounts)

Liquidity and Capital Resources

The Company expects cash flow from operations and debt issuances will be sufficient to meet foreseeable business operating and recurring cash needs (including for debt service, dividends, capital expenditures, share repurchases and acquisitions). The Company believes its strong cash generation and financial position should continue to allow it broad access to global credit and capital markets.

Cash Flow

Net cash provided by operations decreased to $3,325 in 2021 as compared to $3,719 in 2020, primarily due to changes in working capital. The Company’s working capital as a percentage of Net sales was (2.7)% in 2021 and (4.4)% in 2020. This change in working capital as a percentage of Net sales is primarily due to lower accrued liabilities, partially offset by higher accounts payable and higher prepaid expenses. The Company defines working capital as the difference between current assets (excluding Cash and cash equivalents and marketable securities, the latter of which is reported in Other current assets) and current liabilities (excluding short-term debt). 

Investing activities used $592 of cash in 2021 compared to $779 during 2020. Investing activities in 2020 included the acquisition of hello for cash consideration of $351 as part of the Company’s continued strategy to focus on the high growth segments within its Oral Care, Personal Care and Pet Nutrition businesses. This acquisition was financed with a combination of debt and cash.

Capital expenditures in the year ended December 31, 2021 were $567, an increase from $410 in 2020. Capital expenditures increased in 2021 primarily due to capacity expansion of manufacturing facilities and sustainability projects. Capital expenditures for 2022 are expected to be approximately 4.0% of Net sales. The Company continues to focus its capital spending on projects that are expected to yield high aftertax returns.

Financing activities used $2,774 of cash during 2021 compared to $2,919 during 2020. The decrease in cash used was primarily due to a decrease in net payments on debt, partially offset by higher share repurchases, net in 2021 as compared to 2020.

In 2020, as a result of the incremental debt related to recent acquisitions, net of proceeds from the exercise of stock options, the Company moderated its share repurchases, net. In addition, due to the initial uncertainties resulting from the COVID-19 pandemic and our intent to preserve cash, the Company discontinued all share repurchases other than those pursuant to equity plans during the second quarter of 2020. The Company resumed its share repurchases, at a moderated level, net in the third quarter of 2020. Share repurchases, net returned to historical levels in 2021.

Long-term debt, including the current portion, decreased to $7,206 as of December 31, 2021, as compared to $7,343 as of December 31, 2020, and total debt decreased to $7,245 as of December 31, 2021 as compared to $7,601 as of December 31, 2020. The Company’s debt issuances and redemptions support the Company’s capital structure objectives of funding its business and growth initiatives while minimizing its risk-adjusted cost of capital.

During the fourth quarter of 2021, the Company issued €500 of eight-year notes at a fixed coupon rate of 0.300% (the “Sustainability Bond”). The debt issuance was under the Company’s shelf registration statement. An amount equal to the net proceeds of the Sustainability Bond will be used to finance or refinance, in part or in full, new and existing projects and programs with distinct environmental or social benefits pursuant to the Company’s Sustainable Financing Framework.

During the fourth quarter of 2021, the Company redeemed prior to maturity all of its outstanding 0.000% notes due 2021 with a principal amount of €500, originally issued on November 12, 2019. The redemption was financed with commercial paper borrowings. The redemption price was equal to the carrying amount of the debt extinguished.

In 1990, the Company’s Canadian subsidiary (“CP Canada”), issued C$145 of Canadian dollar-denominated unsecured unsubordinated 12.85% guaranteed notes due October 4, 2030 (the “Canada notes”). During the third quarter of 2021, CP Canada redeemed the Canada notes and recorded a loss on the early extinguishment of debt of $75, which is included in Interest (income) expense, net in the Consolidated Statements of Income, representing the difference between the redemption price and the carrying amount of the debt extinguished.

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During the fourth quarter of 2020, the Company redeemed prior to maturity all of its outstanding 2.450% notes due 2021 with a principal amount of $300, originally issued on November 8, 2011, and all of its outstanding 2.300% notes due 2022 with a principal amount of $500, originally issued on May 3, 2012. These redemptions were financed with commercial paper borrowings and cash. The Company recorded a loss on this early extinguishment of debt of $23, which is included in Interest (income) expense, net in the Consolidated Statements of Income, representing the difference between the redemption price and the carrying amount of the debt extinguished.

At December 31, 2021, the Company had access to unused domestic and foreign lines of credit of $3,457 (including under the facility discussed below) and could also issue long-term debt pursuant to an effective shelf registration statement. In August 2021, the Company entered into a new $3,000 five-year revolving credit facility with a syndicate of banks for a five-year term expiring August 2026, which replaced, on substantially similar terms, the Company’s $2,650 revolving credit facility that was scheduled to expire in November 2024. Commitment fees related to the credit facility were not material. The Company’s $1,500 364-day credit facility with a syndicate of banks expired in August 2021 and was not renewed.

Domestic and foreign commercial paper outstanding was $1,204 and $1,389 as of December 31, 2021 and December 31, 2020, respectively. The average daily balances outstanding of commercial paper in 2021 and 2020 were $2,052 and $1,050, respectively. The Company classifies commercial paper and certain current maturities of notes payable as long-term debt when it has the intent and ability to refinance such obligations on a long-term basis, including, if necessary, by utilizing its available lines of credit (under the facilities discussed above).

The following is a summary of the Company’s commercial paper and global short-term borrowings as of December 31, 2021 and 2020:

						2021																		2020
						Weighted Average Interest Rate						Maturities						Outstanding						Weighted Average  Interest Rate						Maturities						Outstanding
Global short-term borrowings						0.7		%				2022						$	39					4.8		%				2021						$	8
Commercial Paper (1)						(0.4)		%				2022						1,204						(0.3)		%				2021						1,389
Total																		$	1,243																	$	1,397

(1) Commercial paper included a current portion of $250, included in Notes and loans payable, as of December 31, 2020.

Certain of the agreements with respect to the Company’s bank borrowings contain financial and other covenants as well as cross-default provisions. Noncompliance with these requirements could ultimately result in the acceleration of amounts owed. The Company is in full compliance with all such requirements and believes the likelihood of noncompliance is remote. Refer to Note 6, Long-Term Debt and Credit Facilities to the Consolidated Financial Statements for further information about the Company’s long-term debt and credit facilities.

Dividend payments in 2021 were $1,679, an increase from $1,654 in 2020. Dividend payments increased to $1.79 per share in 2021 from $1.75 per share in 2020. In the first quarter of 2021, the Company increased the quarterly common stock dividend to $0.45 per share from $0.44 per share, effective in the second quarter of 2021.

The Company repurchases shares of its common stock in the open market and in private transactions to maintain its targeted capital structure and to fulfill certain requirements of its compensation and benefit plans. On June 18, 2018, the Board authorized the repurchase of shares of the Company’s common stock having an aggregate purchase price of up to $5,000 under the 2018 Program. The Board also has authorized share repurchases on an ongoing basis to fulfill certain requirements of the Company’s compensation and benefit programs. The shares are repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion, subject to market conditions, customary blackout periods and other factors.

Aggregate share repurchases in 2021 consisted of approximately 16.4 million common shares under the 2018 Program and 0.3 million common shares to fulfill the requirements of compensation and benefit plans, for a total purchase price of $1,320. Aggregate repurchases in 2020 consisted of approximately 18.2 million common shares under the 2018 Program

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and 0.4 million common shares to fulfill the requirements of compensation and benefit plans, for a total purchase price of $1,476. Share repurchases net of proceeds from exercise of stock options were $896 and $602 in 2021 and 2020, respectively.

Cash and cash equivalents decreased $56 during 2021 to $832 at December 31, 2021, compared to $888 at December 31, 2020. Cash and cash equivalents held by the Company’s foreign subsidiaries was $784 and $872, respectively, at December 31, 2021 and 2020.

The following represents the scheduled maturities of the Company’s contractual obligations as of December 31, 2021:

						Total						2022						2023						2024						2025						2026						Thereafter
Long-term debt including current portion(1)						$	6,002					$	456					$	908					$	506					$	135					$	566					$	3,431
Net cash interest payments on long-term debt(2)						1,391						109						99						83						72						65						963
Operating Leases						685						156						109						76						61						48						235
Purchase obligations(3)						724						421						171						90						22						19						1
U.S. tax reform payments						210						25						46						62						77						—						—
Total						$	9,012					$	1,167					$	1,333					$	817					$	367					$	698					$	4,630

_______

(1)The Company classifies commercial paper and notes maturing within the next 12 months as long-term debt when it has the intent and ability to refinance such obligations on a long-term basis. The amounts in this table exclude such obligations.

(2)Includes the net interest payments on fixed and variable rate debt and associated interest rate swaps. Interest payments associated with floating rate instruments are based on management’s best estimate of projected interest rates for the remaining term of variable rate debt.

(3)The Company had outstanding contractual obligations with suppliers at the end of 2021 for the purchase of raw, packaging and other materials and services in the normal course of business. These purchase obligation amounts represent only those items which are based on agreements that are legally binding and that specify all significant terms including minimum quantity, price and term and do not represent total anticipated purchases.

Long-term liabilities associated with the Company’s postretirement plans are excluded from the table above due to the uncertainty of the timing of these cash disbursements. The amount and timing of cash funding related to these benefit plans will generally depend on local regulatory requirements, various economic assumptions (the most significant of which are detailed in “Critical Accounting Policies and Use of Estimates” below) and voluntary Company contributions. Based on current information, the Company is not required to make a mandatory contribution to its qualified U.S. pension plan in 2021. The Company does not expect to make any voluntary contributions to its U.S. postretirement plans in 2022. In addition, total benefit payments expected to be paid from the Company’s assets to participants in unfunded plans are estimated to be approximately $89 for the year ending December 31, 2022.

Additionally, liabilities for unrecognized income tax benefits are excluded from the table above as the Company is unable to reasonably predict the ultimate amount or timing of a settlement of such liabilities. See Note 11, Income Taxes to the Consolidated Financial Statements for more information.

As more fully described in Note 13, Commitments and Contingencies to the Consolidated Financial Statements, the Company has commitments and contingencies with respect to lawsuits, environmental matters, taxes and other matters arising in the ordinary course of business.

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Off-Balance Sheet Arrangements

The Company does not have off-balance sheet financing or unconsolidated special purpose entities.

Managing Foreign Currency, Interest Rate, Commodity Price and Credit Risk Exposure

The Company is exposed to market risk from foreign currency exchange rates, interest rates and commodity price fluctuations. Volatility relating to these exposures is managed on a global basis by utilizing a number of techniques, including working capital management, selling price increases, selective borrowings in local currencies and entering into selective derivative instrument transactions, issued with standard features, in accordance with the Company’s treasury and risk management policies. The Company’s treasury and risk management policies prohibit the use of derivatives for speculative purposes and leveraged derivatives for any purpose.

The sensitivity of our financial instruments to market fluctuations is discussed below. See Note 2, Summary of Significant Accounting Policies and Note 7, Fair Value Measurements and Financial Instruments to the Consolidated Financial Statements for further discussion of derivatives and hedging policies and fair value measurements.

Foreign Exchange Risk

As the Company markets its products in over 200 countries and territories, it is exposed to currency fluctuations related to manufacturing and selling its products in currencies other than the U.S. dollar. The Company manages its foreign currency exposures through a combination of cost-containment measures, sourcing strategies, selling price increases and the hedging of certain costs in an effort to minimize the impact on earnings of foreign currency rate movements. See “Results of Operations” above for a discussion of the foreign exchange impact on Net sales in each operating segment.

The assets and liabilities of foreign subsidiaries are translated into U.S. dollars at year-end exchange rates with resulting translation gains and losses accumulated in a separate component of shareholders’ equity. Income and expense items are translated into U.S. dollars at average rates of exchange prevailing during the year.

The Company primarily utilizes foreign currency contracts, including forward and swap contracts, option contracts, foreign and local currency deposits and local currency borrowings to hedge portions of its exposures relating to foreign currency purchases, assets and liabilities created in the normal course of business and the net investment in certain foreign subsidiaries. The duration of foreign currency contracts generally does not exceed 12 months and the contracts are valued using observable market rates.

The Company’s foreign currency forward contracts that qualify for cash flow hedge accounting resulted in a net unrealized gain of $12 and net unrealized loss of $11 at December 31, 2021 and 2020, respectively. Changes in the fair value of cash flow hedges are recorded in Other comprehensive income (loss) and are reclassified into earnings in the same period or periods during which the underlying hedged transaction is recognized in earnings. At the end of 2021, an unfavorable 10% change in exchange rates would have resulted in a net unrealized loss of $76.

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(Dollars in Millions Except Per Share Amounts)

Interest Rate Risk

The Company manages its mix of fixed and floating rate debt against its target with debt issuances and by entering into interest rate swaps in order to mitigate fluctuations in earnings and cash flows that may result from interest rate volatility. The Company utilizes forward-starting interest rate swaps to mitigate the risk of variability in interest rate for future debt issuances. The notional amount, interest payment and maturity date of the swaps generally match the principal, interest payment and maturity date of the related debt, and the swaps are valued using observable benchmark rates.

Based on year-end 2021 variable rate debt levels, a 1% increase in interest rates would have increased Interest (income) expense, net by $14 in 2021.

    The Company is assessing the impact of the discontinuation of LIBOR as a benchmark interest rate on its current financial instruments and contractual arrangements, including debt outstanding, and believes it will not be material as the Company does not have significant exposure to LIBOR in either its debt or other financing arrangements. The Company will continue to monitor its exposure in subsequent periods.

Commodity Price Risk

The Company is exposed to price volatility related to raw materials used in production, such as essential oils, resins, tropical oils, pulp, tallow, corn, poultry and soybeans. The Company manages its raw material exposures through a combination of cost containment measures, ongoing productivity initiatives and the limited use of commodity hedging contracts. Futures contracts are used on a limited basis, primarily in the Hill’s Pet Nutrition segment, to manage volatility related to anticipated raw material inventory purchases of certain traded commodities.

The Company’s open commodity derivative contracts that qualify for cash flow hedge accounting resulted in a net unrealized gain of $2 and $3 at December 31, 2021 and 2020, respectively. At the end of 2021, an unfavorable 10% change in commodity futures prices would have resulted in a net unrealized loss of $1.

Credit Risk

The Company is exposed to the risk of credit loss in the event of nonperformance by counterparties to financial instrument contracts; however, nonperformance is considered unlikely and any nonperformance is unlikely to be material as it is the Company’s policy to contract with diverse, credit-worthy counterparties based upon both strong credit ratings and other credit considerations.

Recent Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, “Government Assistance (Topic 832).” This ASU requires increased disclosure on an annual basis about transactions with domestic, foreign, local, regional and national governments, including entities related to those governments and intergovernmental organizations, that are accounted for by applying a grant or contribution accounting model by analogy to other accounting guidance. This guidance is effective for the Company beginning on January 1, 2022 and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

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 is effective for the Company beginning on January 1, 2023 and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope.” This ASU clarifies that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition. This guidance was effective upon issuance for the Company and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

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In October 2020, the FASB issued ASU No. 2020-10, “Codification Improvements.” This ASU improves the consistency of the codification topics by including all disclosure guidance in the appropriate disclosure section and also clarifies the application of various provisions in the codification. This guidance was effective for the Company beginning on January 1, 2021 and did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying generally accepted accounting principles (“GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance was effective upon issuance of this ASU for contract modifications and hedging relationships on a prospective basis and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In January 2020, the FASB issued ASU No. 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The guidance provides clarification of the interaction of rules for equity securities, the equity method of accounting and forward contracts and purchase options on certain types of securities. This guidance was effective for the Company beginning on January 1, 2021 and did not have a material impact on the Company’s Consolidated Financial Statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance was effective for the Company beginning on January 1, 2021 and did not have a material impact on the Company’s Consolidated Financial Statements.

Critical Accounting Policies and Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to use judgment and make estimates. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. Actual results could ultimately differ from those estimates. The accounting policies that are most critical in the preparation of the Company’s Consolidated Financial Statements are those that are both important to the presentation of the Consolidated Financial Statements and require significant or complex judgments and estimates on the part of management. The Company’s critical accounting policies are reviewed periodically with the Audit Committee of the Board of Directors.

In certain instances, accounting principles generally accepted in the United States of America allow for the selection of alternative accounting methods. The Company’s significant policies that involve the selection of alternative methods are accounting for inventories and shipping and handling costs.

▪The Company accounts for inventories using both the first-in, first-out (“FIFO”) method (75% of inventories) and the last-in, first-out (“LIFO”) method (25% of inventories). There would have been no material impact on reported earnings for 2021 or 2020 had all inventories been accounted for under the FIFO method.

▪Shipping and handling costs may be reported as either a component of Cost of sales or Selling, general and administrative expenses. The Company accounts for such costs, primarily related to warehousing and outbound freight, as fulfillment costs and reports them in the Consolidated Statements of Income as a component of Selling, general and administrative expenses. Accordingly, the Company’s Gross profit margin is not comparable with the gross profit margin of those companies that include shipping and handling charges in cost of sales. If such costs had been included as a component of Cost of sales, the Company’s Gross profit margin would have been lower by 968 bps in 2021, by 845 bps in 2020, and 810 bps in 2019, with no impact on reported earnings.

    The areas of accounting that involve significant or complex judgments and estimates are pensions and other retiree benefit cost assumptions, stock-based compensation, asset impairments, uncertain tax positions, tax valuation allowances, legal and other contingency reserves.

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▪In accounting for pension and other postretirement benefit costs, the most significant actuarial assumptions are the discount rate and the expected long-term rate of return on plan assets. The discount rate used to measure the benefit obligation for U.S. defined benefit plans was 2.98% and 2.65% as of December 31, 2021 and 2020, respectively. The discount rate used to measure the benefit obligation for other U.S. postretirement plans was 3.06%, and 2.88% as of December 31, 2021 and 2020, respectively. Discount rates used for the U.S. and international defined benefit and other postretirement plans are based on a yield curve constructed from a portfolio of high-quality bonds whose projected cash flows approximate the projected benefit payments of the plans. The assumed expected long-term rate of return on plan assets for U.S. plans was 5.70% as of December 31, 2021 and 2020. In determining the expected long-term rate of return, the Company considers the nature of the plans’ investments and the historical rate of return.

Average annual rates of return for the U.S. plans for the most recent 1-year, 5-year, 10-year, 15-year and 25-year periods were 3%, 8%, 8%, 6% and 7%, respectively. In addition, the current assumed rate of return for the U.S. plans is based upon the nature of the plans’ investments with a target asset allocation of approximately 76% in fixed income securities, 21% in equity securities and 3% in real estate and other investments. A 1% change in the assumed rate of return on plan assets of the U.S. pension plans would impact future Net income attributable to Colgate-Palmolive Company by approximately $18. A 1% change in the discount rate for the U.S. pension plans and U.S. other retiree benefit plan would impact future Net income attributable to Colgate-Palmolive Company by approximately $2 and $10, respectively. A third assumption is the long-term rate of compensation increase, a change in which would partially offset the impact of a change in either the discount rate or the expected long-term rate of return. This rate was 3.50% as of December 31, 2021, and 2020. Refer to Note 10, Retirement Plans and Other Retiree Benefits to the Consolidated Financial Statements for further discussion of the Company’s pension and other postretirement plans.

▪The assumption requiring the most judgment in accounting for other postretirement benefits (other than the discount rate noted above) is the medical cost trend rate. The Company reviews external data and its own historical trends for health care costs to determine the medical cost trend rate. The assumed rate of increase for the U.S. postretirement benefit plans is 6.00% for 2022, declining to 4.75% by 2026 and remaining at 4.75% for the years thereafter. The effect on the total of service cost and interest costs components of a 1% increase in the assumed long-term medical cost trend rate would decrease Net income attributable to Colgate-Palmolive Company by $11.

▪The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock units (both performance-based and time-vested), based on the fair value of those awards at the date of grant. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to estimate the fair value of stock option awards. The weighted-average estimated fair value of each stock option award granted in the year ended December 31, 2021 was $11.11. The Black-Scholes model uses various assumptions to estimate the fair value of stock option awards. These assumptions include the expected term of stock option awards, expected volatility rate, risk-free interest rate and expected dividend yield. While these assumptions do not require significant judgment, as the significant inputs are determined from historical experience or independent third-party sources, changes in these inputs could result in significant changes in the fair value of stock option awards. A one-year change in expected term would result in a change in fair value of approximately 4%. A 1% change in volatility would change fair value by approximately 6%. The Company uses a Monte-Carlo simulation to determine the fair value of performance-based restricted stock units at the date of grant. The Monte-Carlo simulation model uses substantially the same inputs as the Black-Scholes model.

▪Goodwill and indefinite-life intangible assets, such as the Company’s global brands, are subject to impairment tests at least annually or when events or changes in circumstances indicate an asset may be impaired. In assessing impairment, the Company performs either a quantitative or a qualitative analysis.

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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, the Company generally uses the income approach, which requires several estimates, including future cash flows consistent with management’s strategic plans, sales growth rates, foreign exchange rates and the selection of royalty rates and a discount rate. Estimating sales growth rates requires significant judgment by management in areas such as future economic conditions, category growth rates, product pricing, consumer tastes and preferences and future expansion expectations. In selecting an appropriate royalty rate, the Company considers recent market transactions for similar brands and products. In determining an appropriate discount rate, the Company considers the current interest rate environment and its estimated cost of capital. Other qualitative factors the Company considers, in addition to those quantitative measures discussed above, include assessments of general macroeconomic conditions, industry-specific considerations and historical financial performance. The Company generally engages a third-party valuation firm to assist it in determining the fair value of intangible assets acquired in business combinations.

In determining the fair value of the Company’s reporting units, fair value is also determined using the market approach, which is generally derived from metrics of comparable publicly traded companies. As multiple valuation methodologies are used, the Company also performs a qualitative analysis comparing the fair value of a reporting unit under each method to assess its reasonableness and ensure consistency of results.

Determining the expected life of a brand requires management judgment and is based on an evaluation of several factors including market share, brand history, future expansion expectations, the level of in-market support anticipated by management, legal or regulatory restrictions and the economic environment in the countries in which the brand is sold.

The Company made revisions to the internal forecasts relating to its Filorga reporting unit during the fourth quarter of 2021 due primarily to the impact of the COVID-19 pandemic on the Filorga skin health business 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 triggered the need for an interim impairment review of its indefinite-lived trademark and goodwill and, accordingly, performed an interim impairment test for the trademark as of December 31, 2021. The Company concluded that the carrying value of the trademark exceeded its estimated fair value, and recorded an impairment charge of $204, reducing the carrying value to approximately $588. After adjusting the carrying value of the trademark, the Company completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $367 in the Filorga reporting unit, reducing the carrying value of goodwill to approximately $577.

Except for the Filorga skin health business, as described above, the estimated fair value of the Company’s reporting units substantially exceeds the recorded carrying value. The fair value of the Company’s indefinite-life intangible assets other than Filorga exceeds their recorded carrying value by at least 20%. Therefore, it is not reasonably likely that significant changes in these estimates would occur that would result in an impairment charge related to these assets.

▪The recognition and measurement of uncertain tax positions involves consideration of the amounts and probabilities of various outcomes that could be realized upon ultimate resolution.

▪Tax valuation allowances are established to reduce deferred tax assets, such as tax loss carryforwards, to net realizable value. Factors considered in estimating net realizable value include historical results by tax jurisdiction, carryforward periods, income tax strategies and forecasted taxable income.

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▪Legal and other contingency reserves are based on management’s assessment of the risk of potential loss, which includes consultation with outside legal counsel and other advisors. Such assessments are reviewed each period and revised based on current facts and circumstances, if necessary. While it is possible that the Company’s cash flows and results of operations in a particular quarter or year could be materially affected by the impact of such contingencies, based on current knowledge it is the opinion of management that these matters will not have a material effect on the Company’s financial position, or its ongoing results of operations or cash flows. Refer to Note 13, Commitments and Contingencies to the Consolidated Financial Statements for further discussion of the Company’s contingencies.

The Company generates revenue through the sale of well-known consumer products to trade customers under established trading terms. While the recognition of revenue and receivables requires the use of estimates, there is a short time frame (typically less than 60 days) between the shipment of product and cash receipt, thereby reducing the level of uncertainty in these estimates. Refer to Note 2, Summary of Significant Accounting Policies to the Consolidated Financial Statements for further description of the Company’s significant accounting policies.

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Cautionary Statement on Forward-Looking Statements

This Annual Report on Form 10-K may contain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases that set forth anticipated results based on management’s current plans and assumptions. Such statements may relate, for example, to sales or volume growth, net selling price increases, organic sales growth, profit or profit margin levels, earnings per share levels, financial goals, the impact of foreign exchange volatility, the impact of COVID-19, cost-reduction plans (including the 2022 Global Productivity Initiative), tax rates, new product introductions, commercial investment levels, acquisitions, divestitures, share repurchases, or legal or tax proceedings, among other matters. These statements are made on the basis of the Company’s views and assumptions as of this time and the Company undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the SEC. Moreover, the Company does not, nor does any other person, assume responsibility for the accuracy and completeness of those statements. The Company cautions investors that any such forward-looking statements are not guarantees of future performance and that actual events or results may differ materially from those statements. Actual events or results may differ materially because of factors that affect international businesses and global economic conditions, as well as matters specific to the Company and the markets it serves, including the uncertain economic and political environment in different countries and its effect on consumer spending habits, foreign currency rate fluctuations, exchange controls, sanctions, tariffs, price or profit controls, labor relations, changes in foreign or domestic laws, or regulations or their interpretation, political and fiscal developments, including changes in trade, tax and immigration policies, increased competition and evolving competitive practices (including from the growth of eCommerce and the entry of new competitors and business models), the ability to operate and respond effectively during a pandemic, epidemic or widespread public health concern, including COVID-19, ability to manage disruptions in our global supply chain and/or key office facilities, ability to manage the availability and cost of raw and packaging materials and logistics costs, the ability to maintain or increase selling prices as needed, changes in the policies of retail trade customers, the emergence of alternative retail channels, the growth of eCommerce and the rapidly changing retail landscape (as consumers increasingly shop online and via mobile and social applications), the ability to develop innovative new products, the ability to lower costs, successfully implement the 2022 Global Productivity Initiative and drive growth and instill a growth mindset to drive innovation, the ability to maintain the security of our information technology systems from a cyber-security incident or data breach, the ability to lessen and address the effects of climate change and achieve our sustainability and social impact targets, the ability to complete acquisitions and divestitures as planned, the ability to successfully integrate acquired businesses, the ability to attract and retain key employees and integrate DE&I initiatives across our organization, the uncertainty of the outcome of legal proceedings, whether or not the Company believes they have merit, and the ability to address uncertain or unfavorable global economic conditions, disruptions in the credit markets and tax matters. For information about these and other factors that could impact the Company’s business and cause actual results to differ materially from forward-looking statements, refer to Part I, Item 1A “Risk Factors.”

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Managing Foreign Currency, Interest Rate, Commodity Price and Credit Risk Exposure” in Part II, Item 7.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Index to Financial Statements.”

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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, 2021 (the “Evaluation”). Based upon the Evaluation, the Company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. 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, 2021.

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, 2021, and has expressed an unqualified opinion in their report, which appears under “Index to Financial Statements – Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control Over Financial Reporting

The Company is in the process of upgrading its enterprise IT system to SAP S/4 HANA. This change has not had and is not expected to have a material impact on the Company’s internal controls over financial reporting.

Except as noted above, there were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

None.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

See “Information about our Executive Officers” in Part I, Item 1 of this report.

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 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”).

Code of Ethics

The Company’s Code of Conduct promotes the highest ethical standards in all of the Company’s business dealings. 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 Vice President and Controller, and the Company’s directors. The Code of Conduct is available on the Company’s website at www.colgatepalmolive.com. Any amendment to the Code of Conduct will promptly be posted on the Company’s website. It is the Company’s policy not to grant waivers of the Code of Conduct. In the extremely unlikely event that the Company grants an executive officer a waiver from a provision of the Code of Conduct, the Company will promptly disclose such information by posting it on its website or by using other appropriate means in accordance with SEC rules.

ITEM 11.    EXECUTIVE COMPENSATION

The information regarding executive compensation set forth in the 2022 Proxy Statement is incorporated herein by reference.

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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a)The information regarding security ownership of certain beneficial owners and management set forth in the 2022 Proxy Statement is incorporated herein by reference.

(b)The Registrant does not know of any arrangements that may at a subsequent date result in a change in control of the Registrant.

(c)Equity compensation plan information as of December 31, 2021:

						(a)						(b)						(c)
Plan Category						Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands)						Weighted-average exercise price of outstanding options, warrants and rights						Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands)
Equity compensation plans approved by security holders						28,011			(1)			$	72.27		(2)			37,028			(3)
Equity compensation plans not approved by security holders						Not applicable						Not applicable						Not applicable
Total						28,011						$	72.27					37,028

_______

(1)Consists of 26,095 options outstanding and 1,916 restricted stock units awarded but not yet vested under the Company’s 2013 Incentive Compensation Plan and the Company’s 2019 Incentive Compensation Plan, respectively, as more fully described in Note 8, Capital Stock and Stock-Based Compensation Plans to the Consolidated Financial Statements.

(2)Includes the weighted-average exercise price of stock options outstanding of $72 and restricted stock units of $76.

(3)Amount includes 26,038 options available for issuance and 10,990 restricted stock units available for issuance under the Company’s 2019 Incentive Compensation Plan.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information regarding certain relationships and related transactions and director independence set forth in the 2022 Proxy Statement is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information regarding auditor fees and services set forth in the 2022 Proxy Statement is incorporated herein by reference.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements and Financial Statement Schedules

    See “Index to Financial Statements.”

 

(b)Exhibits:

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Exhibit No.						Description
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. 1-644.)
3-B						Colgate-Palmolive Company By-laws, Amended and Restated as of December 9, 2021. (Registrant hereby incorporates by reference Exhibit 3.01 to its Current Report on Form 8-K filed on December 9, 2021, File No. 1-644.)
4			a)			Description of Securities of the Registrant**
			b)			Indenture, dated as of November 15, 1992, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) as Trustee. (Registrant hereby incorporates by reference Exhibit 4.1 to its Registration Statement on Form S-3 and Post-Effective Amendment No. 1 filed on June 26, 1992, Registration No. 33-48840.)(1)
			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. 1-644.)
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. 1-644.)*
			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 10-C to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, File No. 1-644.)*
			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 10-D to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, File No. 1-644.)*
			d)			Form of Performance Stock Unit Award Agreement for the 2020-2022 Performance Cycle (Registrant hereby incorporates by reference Exhibit 10-A to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, File No. 1-644.)*
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.)*
			b)			Form of Nonqualified Option Award Agreement used in connection with grants under the 2013 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit 10-A (b) to its Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-644.)*
			c)			Form of Restricted Stock Unit Award Agreement used in connection with grants under the 2013 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit 10-A (c) to its Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-644.)*
			d)			Form of Performance Stock Unit Award Agreement for the 2019-2021 Performance Cycle. (Registrant hereby incorporates by reference Exhibit 99 to its Current Report on Form 8-K filed on March 20, 2019, File No. 1-644.)*
10-C			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.)*
			b)			Amendment, dated as of October 29, 2007, to the Colgate-Palmolive Company Executive Incentive Compensation Plan Trust. (Registrant hereby incorporates by reference Exhibit 10-A (b) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, File No. 1-644.)*
10-D						Colgate-Palmolive Company Supplemental Salaried Employees’ Retirement Plan, amended and restated, effective as of January 1, 2021.* **

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10-E			a)			Colgate-Palmolive Company Executive Severance Plan, as amended and restated through September 13, 2018. (Registrant hereby incorporates by reference Exhibit 10-A to its Current Report on Form 8-K filed on September 18, 2018, File No. 1-644.)*
			b)			Colgate-Palmolive Company Executive Severance Plan Trust. (Registrant hereby incorporates by reference Exhibit 10-E (b) to its Annual Report on Form 10-K for the year ended December 31, 1987, File No. 1-644.)*
10-F						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. 1-644.)*
10-G			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. 1-644.)*
			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. 1-644.)*
10-H						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.)*
10-I						Colgate-Palmolive Company Above and Beyond Plan – Officer Level. (Registrant hereby incorporates by reference Exhibit 10-A to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, File No. 1-644.)*
10-J						Five Year Credit Agreement, dated as of August 20, 2021, by and among Colgate-Palmolive Company, as Borrower, Citibank, N.A., as Administrative Agent and Arranger, and the Lenders party thereto.(Registrant hereby incorporates by reference Exhibit 10-A to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, File No. 1-644.)
10-K						Colgate-Palmolive Company Supplemental Savings and Investment Plan, amended and restated, effective as of January 1, 2021.* **
10-L						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.)
21						Subsidiaries of the Registrant.**
23						Consent of Independent Registered Public Accounting Firm.**
24						Powers of Attorney.**
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 1934.**
31-B						Certificate of the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.**
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. § 1350.***
101						The following materials from Colgate-Palmolive Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Comprehensive Income, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.**
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).**

62

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__________

*    Indicates a management contract or compensatory plan or arrangement.

**    Filed herewith.

*** Furnished herewith.

(1)    Registrant hereby undertakes to furnish the Commission, upon request, with a copy of any instrument with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis.

The exhibits indicated above that are not included with the Form 10-K are available upon request and payment of a reasonable fee approximating the registrant’s cost of providing and mailing the exhibits. Inquiries should be directed to:

Colgate-Palmolive Company
Office of the Secretary (10-K Exhibits)
300 Park Avenue
New York, NY 10022-7499

63

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ITEM 16.    FORM 10-K SUMMARY

None.

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COLGATE-PALMOLIVE COMPANY

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			Colgate-Palmolive Company             (Registrant)
Date: February 17, 2022			By			/s/ Noel R. Wallace
						Noel 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 17, 2022, by the following persons on behalf of the registrant and in the capacities indicated.

     

(a)           Principal Executive Officer						(d)           Directors:
/s/ Noel R. Wallace						/s/ Noel R. Wallace
Noel R. Wallace Chairman of the Board, President and Chief Executive Officer						Noel R. Wallace
(b)           Principal Financial Officer						John P. Bilbrey, John T. Cahill, Lisa M. Edwards, C. Martin Harris, Martina Hund-Mejean, Kimberly A. Nelson, Lorrie M. Norrington, Michael B. Polk, Stephen I. Sadove*
/s/ Stanley J. Sutula III						*By: /s/ Jennifer M. Daniels
Stanley J. Sutula III Chief Financial Officer						Jennifer M. Daniels As Attorney-in-Fact
(c)           Principal Accounting Officer
/s/ Philip G. Shotts
Philip G. Shotts Vice President and Controller

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Index to Financial Statements

			Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			67
Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019			70
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019			71
Consolidated Balance Sheets as of December 31, 2021 and 2020			72
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2021, 2020 and 2019			73
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019			74
Notes to Consolidated Financial Statements			75
Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2021, 2020 and 2019			122
Selected Financial Data
Market Information			123

All other financial statements and schedules not listed have been omitted since the required information is included in the financial statements or the notes thereto or is not applicable or required.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Colgate-Palmolive Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes and financial statement schedule, of Colgate-Palmolive Company and its subsidiaries (the “Company”) as listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 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, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

67

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Indefinite-Lived Intangible Asset Impairment Assessments - Filorga

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated balance of goodwill and indefinite-lived intangible assets was $3.3 billion and $1.6 billion, respectively, as of December 31, 2021. Goodwill and indefinite-lived intangible assets are subject to impairment tests at least annually or when events or changes in circumstances indicate that an asset may be impaired. Given the impact of the COVID-19 pandemic on the Filorga skin health business, during the fourth quarter of 2021, the Company concluded that the changes in circumstances in this reporting unit triggered the need for an interim impairment review of its indefinite-lived trademark and goodwill. Accordingly, the Company performed an interim impairment test for the trademark as of December 31, 2021. The Company concluded that the carrying value of the trademark exceeded its estimated fair value, and recorded an impairment charge of $204 million, reducing the carrying value to approximately $588 million. After adjusting the carrying value of the trademark, the Company completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $367 million in the Filorga reporting unit, reducing the carrying value of goodwill to approximately $577 million. The fair value of the Filorga reporting unit and indefinite-lived trademark were determined using an income approach. This method incorporates significant judgments and estimates by management regarding several key inputs, including future cash flows, sales growth rates, discount rate, and the selection of royalty rates, among others.

The principal considerations for our determination that performing procedures relating to the goodwill and indefinite-lived intangible asset impairment assessments of Filorga is a critical audit matter are (i) the significant judgment by management when developing the fair value of the reporting unit and indefinite-lived intangible asset; (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 discount rate for the goodwill and indefinite-lived intangible asset, and the royalty rate for the indefinite-lived intangible asset; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived intangible asset impairment assessments, including controls over the valuation of the Filorga reporting unit and indefinite-lived intangible asset. These procedures also included, among others (i) testing management’s process for developing the fair value of the reporting unit and indefinite-lived intangible asset; (ii) evaluating the appropriateness of the income approach; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of significant assumptions used by management related to the sales growth rates and discount rate for the goodwill and indefinite-lived intangible asset, and the royalty rate for the indefinite-lived intangible asset. Evaluating management’s significant assumptions related to the sales growth rates and discount rate for the goodwill and indefinite-lived intangible asset and the royalty rate for the indefinite-lived intangible asset involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the income approach and the reasonableness of the discount rate and royalty rate significant assumptions.

68

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/s/ PricewaterhouseCoopers LLP
New York, New York February 17, 2022
We have served as the Company’s auditor since 2002.

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COLGATE-PALMOLIVE COMPANY

Consolidated Statements of Income

For the years ended December 31,

(Dollars in Millions Except Per Share Amounts)

			2021						2020						2019
Net sales			$	17,421					$	16,471					$	15,693
Cost of sales			7,046						6,454						6,368
Gross profit			10,375						10,017						9,325
Selling, general and administrative expenses			6,407						6,019						5,575
Other (income) expense, net			65						113						196
Goodwill and indefinite-lived intangible impairment charges			571						—						—
Operating profit			3,332						3,885						3,554
Non-service related postretirement costs			70						74						108
Interest (income) expense, net			175						164						145
Income before income taxes			3,087						3,647						3,301
Provision for income taxes			749						787						774
Net income including noncontrolling interests			2,338						2,860						2,527
Less: Net income attributable to noncontrolling interests			172						165						160
Net income attributable to Colgate-Palmolive Company			$	2,166					$	2,695					$	2,367
Earnings per common share, basic			$	2.56					$	3.15					$	2.76
Earnings per common share, diluted			$	2.55					$	3.14					$	2.75

See Notes to Consolidated Financial Statements.

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COLGATE-PALMOLIVE COMPANY

Consolidated Statements of Comprehensive Income

For the years ended December 31,

 (Dollars in Millions)

			2021						2020						2019
Net income including noncontrolling interests			$	2,338					$	2,860					$	2,527
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments			(193)						(24)						25
Retirement plan and other retiree benefit adjustments			134						(40)						(100)
Gains (losses) on cash flow hedges			16						(2)						(12)
Total Other comprehensive income (loss), net of tax			(43)						(66)						(87)
Total Comprehensive income including noncontrolling interests			2,295						2,794						2,440
Less: Net income attributable to noncontrolling interests			172						165						160
Less: Cumulative translation adjustments attributable to noncontrolling interests			(2)						6						(2)
Total Comprehensive income attributable to noncontrolling interests			170						171						158
Total Comprehensive income attributable to Colgate-Palmolive Company			$	2,125					$	2,623					$	2,282

See Notes to Consolidated Financial Statements.

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COLGATE-PALMOLIVE COMPANY

 Consolidated Balance Sheets

As of December 31,

 (Dollars in Millions Except Share and Per Share Amounts)

			2021						2020
Assets
Current Assets
Cash and cash equivalents			$	832					$	888
Receivables (net of allowances of $78 and $89, respectively)			1,297						1,264
Inventories			1,692						1,673
Other current assets			576						513
Total current assets			4,397						4,338
Property, plant and equipment, net			3,730						3,716
Goodwill			3,284						3,824
Other intangible assets, net			2,462						2,894
Deferred income taxes			193						291
Other assets			974						857
Total assets			$	15,040					$	15,920
Liabilities and Shareholders’ Equity
Current Liabilities
Notes and loans payable			$	39					$	258
Current portion of long-term debt			12						9
Accounts payable			1,479						1,393
Accrued income taxes			436						403
Other accruals			2,085						2,341
Total current liabilities			4,051						4,404
Long-term debt			7,194						7,334
Deferred income taxes			395						426
Other liabilities			2,429						2,655
Total liabilities			14,069						14,819
Commitments and contingent liabilities			—						—
Shareholders’ Equity
Common stock, $1 par value (2,000,000,000 shares authorized, 1,465,706,360 shares issued)			1,466						1,466
Additional paid-in capital			3,269						2,969
Retained earnings			24,350						23,699
Accumulated other comprehensive income (loss)			(4,386)						(4,345)
Unearned compensation			(1)						(1)
Treasury stock, at cost			(24,089)						(23,045)
Total Colgate-Palmolive Company shareholders’ equity			609						743
Noncontrolling interests			362						358
Total equity			971						1,101
Total liabilities and equity			$	15,040					$	15,920

See Notes to Consolidated Financial Statements.

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COLGATE-PALMOLIVE COMPANY

Consolidated Statements of Changes in Shareholders’ Equity

(Dollars in Millions)

			Colgate-Palmolive Company Shareholders’ Equity
			Common Stock						Additional Paid-In Capital						Unearned Compensation						Treasury Stock						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Noncontrolling Interests
Balance, January 1, 2019			$	1,466					$	2,204					$	(3)					$	(21,196)					$	21,615					$	(4,188)					$	299
Net income																											2,367												160
Other comprehensive income (loss), net of tax																																	(85)						(2)
Dividends ($1.71)/per share*																											(1,472)												(141)
Stock-based compensation expense									100
Shares issued for stock options									210												305
Shares issued for restricted stock awards									(29)												29
Noncontrolling interests assumed through acquisition																																							125
Treasury stock acquired																					(1,202)
Other									3						1						1						(9)
Balance, December 31, 2019			$	1,466					$	2,488					$	(2)					$	(22,063)					$	22,501					$	(4,273)					$	441
Net income																											2,695												165
Other comprehensive income (loss), net of tax																																	(72)						6
Dividends ($1.75)/per share*																											(1,502)												(152)
Stock-based compensation expense									107
Shares issued for stock options									400												462
Shares issued for restricted stock awards									(31)												31
Noncontrolling interests acquired																																							(99)
Treasury stock acquired																					(1,476)
Other									5						1						1						5												(3)
Balance, December 31, 2020			$	1,466					$	2,969					$	(1)					$	(23,045)					$	23,699					$	(4,345)					$	358
Net income																											2,166												172
Other comprehensive income (loss), net of tax																																	(41)						(2)
Dividends ($1.79)/per share*																											(1,515)												(166)
Stock-based compensation expense									135
Shares issued for stock options									188												248
Shares issued for restricted stock awards									(27)												27
Treasury stock acquired																					(1,320)
Other									4						—						1						—												—
Balance, December 31, 2021			$	1,466					$	3,269					$	(1)					$	(24,089)					$	24,350					$	(4,386)					$	362

* Two dividends were declared in each of the first quarters of 2021, 2020 and 2019.

See Notes to Consolidated Financial Statements.

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COLGATE-PALMOLIVE COMPANY

Consolidated Statements of Cash Flows

For the years ended December 31,

(Dollars in Millions)

			2021						2020						2019
Operating Activities
Net income including noncontrolling interests			$	2,338					$	2,860					$	2,527
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operations:
Depreciation and amortization			556						539						519
Restructuring and termination benefits, net of cash			(21)						(71)						18
Stock-based compensation expense			135						107						100
Goodwill and indefinite-lived intangible impairment charges			571						—						—
Loss on early extinguishment of debt			75						23						—
Deferred income taxes			(132)						(120)						17
Voluntary benefit plan contributions			—						—						(113)
Cash effects of changes in:
Receivables			(84)						138						19
Inventories			(72)						(251)						(77)
Accounts payable and other accruals			14						520						36
Other non-current assets and liabilities			(55)						(26)						87
Net cash provided by operations			3,325						3,719						3,133
Investing Activities
Capital expenditures			(567)						(410)						(335)
Purchases of marketable securities and investments			(141)						(143)						(184)
Proceeds from sale of marketable securities and investments			141						124						131
Payment for acquisitions, net of cash acquired			—						(353)						(1,711)
Other investing activities			(25)						3						—
Net cash used in investing activities			(592)						(779)						(2,099)
Financing Activities
Short-term borrowing (repayment) less than 90 days, net			(171)						488						296
Principal payments on debt (1)			(703)						(1,085)						(1,441)
Proceeds from issuance of debt			699						—						2,578
Dividends paid			(1,679)						(1,654)						(1,614)
Purchases of treasury shares			(1,320)						(1,476)						(1,202)
Proceeds from exercise of stock options			424						874						498
Purchases of non-controlling interests in subsidiaries			—						(99)						—
Other financing activities			(24)						33						15
Net cash used in financing activities			(2,774)						(2,919)						(870)
Effect of exchange rate changes on Cash and cash equivalents			(15)						(16)						(7)
Net (decrease) increase in Cash and cash equivalents			(56)						5						157
Cash and cash equivalents at beginning of year			888						883						726
Cash and cash equivalents at end of year			$	832					$	888					$	883
Supplemental Cash Flow Information
Income taxes paid			$	890					$	845					$	803
Interest paid			$	194					$	188					$	185

(1) For the years ended December 31, 2021 and 2020, Principal payments on debt includes cash charges of $75 and $20, respectively, related to the extinguishment of debt prior to maturity. See Note 6, Long-Term Debt and Credit Facilities for additional information.

See Notes to Consolidated Financial Statements.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements

(Dollars in Millions Except Share and Per Share Amounts)

1.    Nature of Operations    

The Company manufactures and markets a wide variety of products in the U.S. and around the world in two product segments: Oral, Personal and Home Care; and Pet Nutrition. Oral, Personal and Home Care products include toothpaste, toothbrushes, mouthwash, bar and liquid hand soaps, shower gels, shampoos, conditioners, deodorants and antiperspirants, skin health products, dishwashing detergents, fabric conditioners, household cleaners and other similar items. These products are sold primarily to a variety of traditional and eCommerce retailers, wholesalers and distributors worldwide. Pet Nutrition products include specialty pet nutrition products manufactured and marketed by Hill’s Pet Nutrition. The principal customers for Pet Nutrition products are authorized pet supply retailers, veterinarians and eCommerce retailers. Some of our products are also sold direct-to-consumer. Principal global and regional trademarks include Colgate, Palmolive, elmex, hello, meridol, Sorriso, Tom’s of Maine, EltaMD, Filorga, Irish Spring, Lady Speed Stick, PCA SKIN, Protex, Sanex, Softsoap, Speed Stick, Ajax, Axion, Fabuloso, Murphy, Soupline and Suavitel, as well as Hill’s Science Diet and Hill’s Prescription Diet.

The Company’s principal classes of products accounted for the following percentages of worldwide Net sales for the past three years:

						2021						2020						2019
Oral Care						44		%				44		%				46		%
Personal Care						20		%				21		%				20		%
Home Care						17		%				18		%				18		%
Pet Nutrition						19		%				17		%				16		%
Total						100		%				100		%				100		%

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

2.    Summary of Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Colgate-Palmolive Company and its majority-owned or controlled subsidiaries. Intercompany transactions and balances have been eliminated. The Company’s investments in consumer products companies with interests ranging between 20% and 50%, where the Company has significant influence over the investee, are accounted for using the equity method. Net income (loss) from such investments is recorded in Other (income) expense, net in the Consolidated Statements of Income. As of December 31, 2021 and 2020, equity method investments included in Other assets in the Consolidated Balance Sheets were $64 and $56, respectively. Unrelated third parties hold the remaining ownership interests in these investments. Investments with less than a 20% interest are recorded at cost and periodically adjusted based on observable price changes or quoted market prices in active markets, if applicable.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. As such, the most significant uncertainty in the Company’s assumptions and estimates involved in preparing the financial statements includes pension and other retiree benefit cost assumptions, stock-based compensation, asset impairments, uncertain tax positions, tax valuation allowances and legal and other contingency reserves. Additionally, the Company uses available market information and other valuation methodologies in assessing the fair value of financial instruments and retirement plan assets. Judgment is required in interpreting market data to develop the estimates of fair value and, accordingly, changes in assumptions or the estimation methodologies may affect the fair value estimates. Actual results could ultimately differ from those estimates.

Revenue Recognition

The Company’s revenue contracts represent a single performance obligation to sell its products to trade customers. Sales are recorded at the time control of the products is transferred to trade customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. Control is the ability of trade customers to “direct the use of” and “obtain” the benefit from our products. In evaluating the timing of the transfer of control of products to trade customers, the Company considers several control indicators, including significant risks and rewards of products, the Company’s right to payment and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to trade customers.

Net sales reflect the transaction prices for contracts, which include units shipped at selling list prices reduced by variable consideration. Variable consideration includes expected sales returns and the cost of current and continuing promotional programs. Current promotional programs primarily include product listing allowances and co-operative advertising arrangements. Continuing promotional programs are predominantly consumer coupons and volume-based sales incentive arrangements. The cost of promotional programs is estimated using the expected value method considering all reasonably available information, including the Company’s historical experience and its current expectations, and is reflected in the transaction price when sales are recorded. Adjustments to the cost of promotional programs in subsequent periods are generally not material, as the Company’s promotional programs are typically of short duration, thereby reducing the uncertainty inherent in such estimates.

Sales returns are generally accepted at the Company’s discretion and are not material to the Company’s Consolidated Financial Statements. The Company’s contracts with trade customers do not have significant financing components or non-cash consideration and the Company does not have unbilled revenue or significant amounts of prepayments from customers. The Company records Net sales excluding taxes collected on its sales to its trade customers. Shipping and handling activities are accounted for as contract fulfillment costs and classified as Selling, general and administrative expenses.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Shipping and Handling Costs

Shipping and handling costs are classified as Selling, general and administrative expenses and were $1,687, $1,392 and $1,275 for the years ended December 31, 2021, 2020 and 2019, respectively.

Marketing Costs

The Company markets its products through advertising and other promotional activities. Advertising costs are included in Selling, general and administrative expenses and are expensed as incurred. Certain consumer and trade promotional programs, such as consumer coupons, are recorded as a reduction of sales.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Inventories

The cost of approximately 75% of inventories is determined using the FIFO method, which is stated at the lower of cost or net realizable value. The cost of all other inventories, in the U.S. and Mexico, is determined using the LIFO method, which is stated at the lower of cost or market. Inventories in excess of one year of forecasted sales are classified in the Consolidated Balance Sheets as non-current “Other assets.”

Property, Plant and Equipment

Land, buildings and machinery and equipment are stated at cost. Depreciation is provided, primarily using the straight-line method, over-estimated useful lives ranging from 3 to 15 years for machinery and equipment and up to 40 years for buildings. Depreciation attributable to manufacturing operations is included in Cost of sales. The remaining component of depreciation is included in Selling, general and administrative expenses.

Goodwill and Other Intangibles

Goodwill and indefinite-life intangible assets, such as the Company’s global brands, are subject to impairment tests at least annually or when events or changes in circumstances indicate that an asset may be impaired. Other intangible assets with finite lives, such as local brands and trademarks, customer relationships and non-compete agreements, are amortized over their estimated useful lives, generally ranging from 5 to 40 years. Amortization expense related to intangible assets is included in Other (income) expense, net, which is included in Operating profit.

Income Taxes

The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based upon the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect at the time such differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company uses a comprehensive model to recognize, measure, present and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on an income tax return. The Company recognizes interest expense and penalties related to unrecognized tax benefits within Provision for income taxes.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Financial Instruments

Derivative instruments are recorded as assets and liabilities at estimated fair value based on available market information. The Company’s derivative instruments that qualify for hedge accounting are designated as either fair value hedges, cash flow hedges or net investment hedges. For fair value hedges, changes in the fair value of the derivative, as well as the offsetting changes in the fair value of the hedged item, are recognized in earnings each period. For cash flow hedges, changes in the fair value of the derivative are recorded in Other comprehensive income (loss) and are recognized in earnings when the offsetting effect of the hedged item is also recognized in earnings. For hedges of the net investment in foreign subsidiaries, changes in the fair value of the derivative are recorded in Other comprehensive income (loss) to offset the change in the value of the net investment being hedged. Cash flows related to hedges are classified in the same category as the cash flows from the hedged item in the Consolidated Statements of Cash Flows.

The Company may also enter into certain foreign currency and interest rate instruments that economically hedge certain of its risks but do not qualify for hedge accounting. Changes in fair value of these derivative instruments, based on quoted market prices, are recognized in earnings each period. The Company’s derivative instruments and other financial instruments are more fully described in Note 7, Fair Value Measurements and Financial Instruments along with the related fair value measurement considerations.

Stock-Based Compensation

The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock units (both performance-based and time-vested), based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to estimate the fair value of stock option awards. In addition to performance conditions, performance-based restricted stock units also include a total shareholder return modifier. Because the total shareholder return modifier is considered a market condition, the Company uses a Monte-Carlo simulation model to determine the fair value of performance-based restricted stock units. The fair value of time-vested restricted stock units is determined based on the closing market price of the Company’s stock at the date of grant. Stock-based compensation plans, related expenses and assumptions used in the Black-Scholes option pricing model are more fully described in Note 8, Capital Stock and Stock-Based Compensation Plans.

Currency Translation

The assets and liabilities of foreign subsidiaries, other than those operating in highly inflationary environments, are translated into U.S. dollars at year-end exchange rates with resulting translation gains and losses accumulated in a separate component of shareholders’ equity. Income and expense items are translated into U.S. dollars at average rates of exchange prevailing during the year.

For subsidiaries operating in highly inflationary environments, local currency-denominated non-monetary assets, including inventories, goodwill and property, plant and equipment, are remeasured at their historical exchange rates, while local currency-denominated monetary assets and liabilities are remeasured at year-end exchange rates. Remeasurement adjustments for these operations are included in Net income attributable to Colgate-Palmolive Company.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Recent Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, “Government Assistance (Topic 832).” This ASU requires increased disclosure on an annual basis about transactions with domestic, foreign, local, regional and national governments, including entities related to those governments and intergovernmental organizations, that are accounted for by applying a grant or contribution accounting model by analogy to other accounting guidance. This guidance is effective for the Company beginning on January 1, 2022 and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

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 is effective for the Company beginning on January 1, 2023 and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope.” This ASU clarifies that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition. This guidance was effective upon issuance for the Company and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In October 2020, the FASB issued ASU No. 2020-10, “Codification Improvements.” This ASU improves the consistency of the codification topics by including all disclosure guidance in the appropriate disclosure section and also clarifies the application of various provisions in the codification. This guidance was effective for the Company beginning on January 1, 2021 and did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying generally accepted accounting principles (“GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance was effective upon issuance of this ASU for contract modifications and hedging relationships on a prospective basis and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In January 2020, the FASB issued ASU No. 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The guidance provides clarification of the interaction of rules for equity securities, the equity method of accounting and forward contracts and purchase options on certain types of securities. This guidance was effective for the Company beginning on January 1, 2021 and did not have a material impact on the Company’s Consolidated Financial Statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance was effective for the Company beginning on January 1, 2021 and did not have a material impact on the Company’s Consolidated Financial Statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

3.    Acquisitions

Hello Products LLC (“hello”)

On January 31, 2020, the Company acquired hello, an oral care business, for cash consideration of $351. The acquisition was financed with a combination of debt and cash. This acquisition is part of the Company’s strategy to focus on high growth segments within its Oral Care, Personal Care and Pet Nutrition businesses.

The total purchase price consideration of $351 has been allocated to the net assets acquired based on their respective estimated fair values as follows:

Receivables			$	11
Inventories			13
Other assets and liabilities, net			(4)
Other intangible assets			160
Goodwill			171
Fair value of net assets acquired			$	351

Other intangible assets acquired include trademarks, valued at $115, which are considered to have a finite useful life of 25 years, and customer relationships valued at $45, which are considered to have a finite useful life of 17 years. Goodwill of $171 was allocated to the North America segment and is 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.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

4.    Restructuring and Related Implementation Charges

 

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 towards the Company’s strategic priorities and faster growth businesses, drive efficiencies in the Company’s operations and streamline the Company’s supply chain to reduce structural costs.

Implementation of the 2022 Global Productivity Initiative, which is expected to be substantially completed by December 31, 2022, is projected to result in cumulative pre-tax charges, once all phases are approved and implemented, totaling between $200 and $240, which are currently estimated to be comprised of the following: employee-related costs, including severance, pension and other termination benefits (80%); asset-related costs, primarily accelerated depreciation and asset write-downs (10%); and other charges (10%), which include contract termination costs, consisting primarily of implementation-related charges resulting directly from exit activities and the implementation of new strategies. It is estimated that approximately 90% of the charges will result in cash expenditures.

Global Growth and Efficiency Program

The Global Growth and Efficiency Program, which commenced in the fourth quarter of 2012, concluded on December 31, 2019. Initiatives under the Global Growth and Efficiency Program fit within the program’s three focus areas of expanding commercial hubs, extending shared business services and streamlining global functions and optimizing the global supply chain and facilities. Substantially all initiatives under the Global Growth and Efficiency Program had been implemented as of December 31, 2019.

In the third quarter of 2020, the Company adjusted the accrual balances related to certain projects approved prior to the conclusion of the Global Growth and Efficiency Program to reflect its revised estimate of remaining liabilities. This adjustment resulted in a reduction of $16 ($13 aftertax), of which a benefit of $3 was recorded in Selling, general and administrative expenses and $13 was recorded in Other (income) expense, net.

For the year ended December 31, 2019, restructuring and related implementation charges are reflected in the Consolidated Statements of Income as follows:  

															2019
Cost of sales															$	8
Selling, general and administrative expenses															60
Other (income) expense, net															57
Non-service related postretirement costs															7
Total Global Growth and Efficiency Program charges, pretax															$	132
Total Global Growth and Efficiency Program charges, aftertax															$	102

Restructuring and related implementation charges in the preceding table and the adjustment recorded in the third quarter of 2020 were recorded in the Corporate segment as these initiatives were predominantly centrally directed and controlled and were not included in internal measures of segment operating performance.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Total charges incurred for the Global Growth and Efficiency Program related to initiatives undertaken by the following reportable operating segments:

																					Total Program
															2019						Charges
North America															4		%				17		%
Latin America															12		%				5		%
Europe															4		%				19		%
Asia Pacific															6		%				4		%
Africa/Eurasia															(1)		%				5		%
Hill’s Pet Nutrition															2		%				8		%
Corporate															73		%				42		%
Total															100		%				100		%

Over the course of the Global Growth and Efficiency Program, the Company incurred total pretax charges of $1,854 ($1,380 aftertax) in connection with the implementation of various projects as follows:

			Total Program Charges
			as of December 31, 2019
Employee-Related Costs			$	706
Incremental Depreciation			128
Asset Impairments			58
Other			962
Total			$	1,854

Over the course of the Global Growth and Efficiency Program, the majority of the costs incurred related to the following projects: the implementation of the Company’s overall hubbing strategy; the consolidation of facilities; the extension of shared business services and streamlining of global functions; the closing of the Morristown, New Jersey personal care facility; the simplification and streamlining of the Company’s research and development capabilities and oral care supply chain, both in Europe; redesigning the European commercial organization; restructuring how the Company will provide future retirement benefits to substantially all of the U.S.-based employees participating in the Company’s defined benefit retirement plan by shifting them to the Company’s defined contribution plan; and the implementation of a Corporate efficiencies program.

Employee-Related Costs primarily included severance and other termination benefits and were calculated based on long-standing benefit practices, local statutory requirements and, in certain cases, voluntary termination arrangements. Employee-Related Costs also included pension and other retiree benefit enhancements.

Incremental Depreciation was recorded to reflect changes in useful lives and estimated residual values for long-lived assets that will be taken out of service prior to the end of their normal service period. Asset Impairments were recorded to write down inventories and assets held for sale or disposal to their fair value based on amounts expected to be realized. Charges against assets within Asset Impairments are net of cash proceeds pertaining to the sale of certain assets.

Other charges consisted primarily of charges resulting directly from exit activities and the implementation of new strategies as a result of the Global Growth and Efficiency Program.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

5.    Goodwill and Other Intangible Assets

The net carrying value of Goodwill as of December 31, 2021 and 2020 by segment was as follows:

						2021						2020
Oral, Personal and Home Care
North America						$	912					$	912
Latin America						159						171
Europe						1,902						2,415
Asia Pacific						182						190
Africa/Eurasia						114						121
Total Oral, Personal and Home Care						3,269						3,809
Pet Nutrition						15						15
Total Goodwill						$	3,284					$	3,824

The change in the amount of Goodwill during 2021 is due to the goodwill impairment charge related to the Filorga reporting unit as more fully described below, and foreign currency translation.

Other intangible assets as of December 31, 2021 and 2020 were comprised of the following:

						2021																		2020
						Gross Carrying Amount						Accumulated Amortization						Net						Gross Carrying Amount						Accumulated Amortization						Net
Trademarks - finite life						$	891					$	(445)					$	446					$	902					$	(422)					$	480
Other finite life intangible assets						744						(289)						455						786						(237)						549
Indefinite life intangible assets						1,561						—						1,561						1,865						—						1,865
Total Other intangible assets						$	3,196					$	(734)					$	2,462					$	3,553					$	(659)					$	2,894

The change in the net carrying amounts of Other intangible assets during 2021 was primarily due to the impact of impairment charge related to the Filorga indefinite-lived trademark as more fully described below, foreign currency translation and amortization expense of $89. Annual estimated amortization expense for each of the next five years is expected to be approximately $77.

The Company made revisions to the internal forecasts relating to its Filorga reporting unit during the fourth quarter of 2021 due primarily to the impact of the COVID-19 pandemic on the Filorga skin health business 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 triggered the need for an interim impairment review of its indefinite-lived trademark and goodwill and, accordingly, performed an interim impairment test for the trademark as of December 31, 2021. The Company concluded that the carrying value of the trademark exceeded its estimated fair value, and recorded an impairment charge of $204, reducing the carrying value to approximately $588. After adjusting the carrying value of the trademark, the Company completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $367 in the Filorga reporting unit, reducing the carrying value of goodwill to approximately $577. The goodwill and trademark impairment charges are presented as a separate line item in the Consolidated Statements of Income.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

The Company used the income approach to determine the fair value of the Filorga reporting unit and indefinite-lived trademark that required significant judgments and estimates by management regarding several key inputs, including future cash flows consistent with management’s strategic plans, sales growth rates and the selection of royalty rate and a discount rate, among others. Estimating sales growth rates requires significant judgment by management in areas such as future economic conditions, category and industry growth rates, product pricing, consumer tastes and preferences and future expansion expectations.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

6.    Long-Term Debt and Credit Facilities

Long-term debt consisted of the following at December 31:

						Weighted Average Interest Rate						Maturities												2021						2020
Notes						1.9%						2022			-			2078						$	5,958					$	6,170
Commercial paper						(0.4)%						2022												1,204						1,139
Finance Lease Obligations						Various						Various												44						34
																								7,206						7,343
Less: Current portion of long-term debt																								(12)						(9)
Total																								$	7,194					$	7,334

The weighted-average interest rate on short-term borrowings included in Notes and loans payable in the Consolidated Balance Sheets as of December 31, 2021 and 2020 was 0.7% and 4.8%, respectively.

The Company classifies commercial paper and notes maturing within the next twelve months as long-term debt when it has the intent and ability to refinance such obligations on a long-term basis. Excluding such obligations, scheduled maturities of long-term debt and finance leases outstanding as of December 31, 2021, were as follows:  

Years Ended December 31,
2022			$	456
2023			908
2024			506
2025			135
2026			566
Thereafter			3,431

The Company has entered into interest rate swap agreements and foreign exchange contracts related to certain of these debt instruments. See Note 7, Fair Value Measurements and Financial Instruments for further information about the Company’s financial instruments.

The Company’s debt issuances and redemptions support its capital structure strategy objectives of funding its business and growth initiatives while minimizing its risk-adjusted cost of capital. During the fourth quarter of 2021, the Company issued €500 of eight-year notes at a fixed coupon rate of 0.300%. The debt issuance was under the Company’s shelf registration statement. An amount equal to the net proceeds of the notes will be used to finance or refinance, in part or in full, new and existing projects and programs with distinct environmental or social benefits.

During the fourth quarter of 2021, the Company redeemed prior to maturity all of its outstanding 0.000% notes due 2021 with a principal amount of €500, originally issued on November 12, 2019. The redemption was financed with commercial paper borrowings. The redemption price was equal to the carrying amount of the debt extinguished.

In 1990, the Company’s Canadian subsidiary (“CP Canada”), issued C$145 of Canadian dollar-denominated unsecured unsubordinated 12.85% guaranteed notes due October 4, 2030 (the “Canada notes”). During the third quarter of 2021, CP Canada redeemed the Canada notes and recorded a loss on the early extinguishment of debt of $75, which is included in Interest (income) expense, net in the Consolidated Statements of Income, representing the difference between the redemption price and the carrying amount of the debt extinguished.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

During the fourth quarter of 2020, the Company redeemed prior to maturity all of its outstanding 2.450% notes due 2021 with a principal amount $300, originally issued on November 8, 2011, and all of its outstanding 2.300% notes due 2022 with a principal amount of $500, originally issued on May 3, 2012. These redemptions were financed with commercial paper borrowings and cash. The Company recorded a loss on the early extinguishment of debt of $23, which is included in Interest (income) expense, net in the Consolidated Statements of Income, representing the difference between the redemption price and the carrying amount of the debt extinguished.

At December 31, 2021, the Company had access to unused domestic and foreign lines of credit of $3,457 (including under the facility discussed below) and could also issue long-term debt pursuant to an effective shelf registration statement. In August 2021, the Company entered into a new $3,000 five-year revolving credit facility with a syndicate of banks for a five-year term expiring August 2026, which replaced, on substantially similar terms, the Company’s $2,650 revolving credit facility that was scheduled to expire in November 2024. Commitment fees related to the credit facility are not material. The Company’s $1,500 364-day credit facility with a syndicate of banks expired in August 2021 and was not renewed.

Certain agreements with respect to the Company’s bank borrowings contain financial and other covenants as well as cross-default provisions. Noncompliance with these requirements could ultimately result in the acceleration of amounts owed. The Company is in full compliance with all such requirements and believes the likelihood of noncompliance is remote.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

7.    Fair Value Measurements and Financial Instruments

The Company uses available market information and other valuation methodologies in assessing the fair value of financial instruments. Judgment is required in interpreting market data to develop the estimates of fair value and, accordingly, changes in assumptions or the estimation methodologies may affect the fair value estimates. The Company is exposed to the risk of credit loss in the event of nonperformance by counterparties to financial instrument contracts; however, nonperformance is considered unlikely and any nonperformance is unlikely to be material, as it is the Company’s policy to contract only with diverse, credit-worthy counterparties based upon both strong credit ratings and other credit considerations.

The Company is exposed to market risk from foreign currency exchange rates, interest rates and commodity price fluctuations. Volatility relating to these exposures is managed on a global basis by utilizing a number of techniques, including working capital management, sourcing strategies, selling price increases, selective borrowings in local currencies and entering into selective derivative instrument transactions, issued with standard features, in accordance with the Company’s treasury and risk management policies, which prohibit the use of derivatives for speculative purposes and leveraged derivatives for any purpose. It is the Company’s policy to enter into derivative instrument contracts with terms that match the underlying exposure being hedged. Provided below are details of the Company’s exposures by type of risk and derivative instruments by type of hedge designation.

Valuation Considerations

The Company’s derivative instruments include interest rate swap contracts, forward-starting interest rate swaps, foreign currency contracts and commodity contracts. The Company utilizes interest rate swap contracts to manage its targeted mix of fixed and floating rate debt, and these swaps are classified as follows:

Level 1: Based upon quoted market prices in active markets for identical assets or liabilities.

Level 2: Based upon observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Based upon unobservable inputs reflecting the reporting entity’s own assumptions.

Foreign Exchange Risk

As the Company markets its products in over 200 countries and territories, it is exposed to currency fluctuations related to manufacturing and selling its products in currencies other than the U.S. dollar. The Company manages its foreign currency exposures through a combination of cost containment measures, sourcing strategies, selling price increases and the hedging of certain costs in an effort to minimize the impact on earnings of foreign currency rate movements.

The Company primarily utilizes foreign currency contracts, including forward and swap contracts, option contracts, foreign and local currency deposits and local currency borrowings to hedge portions of its foreign currency purchases, assets and liabilities arising in the normal course of business and the net investment in certain foreign subsidiaries. The duration of foreign currency contracts generally does not exceed 12 months and the contracts are valued using observable market rates (Level 2 valuation).

Interest Rate Risk

The Company manages its targeted mix of fixed and floating rate debt with debt issuances and by entering into interest rate swaps in order to mitigate fluctuations in earnings and cash flows that may result from interest rate volatility. The Company utilizes forward-starting interest rate swaps to mitigate the risk of variability in interest rate for future debt issuances. The notional amount, interest payment and maturity date of the swaps generally match the principal, interest payment and maturity date of the related debt, and the swaps are valued using observable benchmark rates (Level 2 valuation).

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Commodity Price Risk

The Company is exposed to price volatility related to raw materials used in production, such as essential oils, resins, tropical oils, pulp, tallow, corn, poultry and soybeans. The Company manages its raw material exposures through a combination of cost containment measures, sourcing strategies, ongoing productivity initiatives and the limited use of commodity hedging contracts. Futures contracts are used on a limited basis, primarily in the Hill’s Pet Nutrition segment, to manage volatility related to raw material inventory purchases of certain traded commodities, and these contracts are measured using quoted commodity exchange prices (Level 1 valuation). The duration of the commodity contracts generally does not exceed 12 months.

Credit Risk

The Company is exposed to the risk of credit loss in the event of nonperformance by counterparties to financial instrument contracts; however, nonperformance is considered unlikely and any nonperformance is unlikely to be material as it is the Company’s policy to contract with diverse, credit-worthy counterparties based upon both strong credit ratings and other credit considerations.

The following table summarizes the fair value of the Company’s derivative instruments and other financial instruments which are carried at fair value in the Company’s Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020:

			Assets																		Liabilities
			Account						Fair Value												Account						Fair Value
Designated derivative instruments									December 31, 2021						December 31, 2020												December 31, 2021						December 31, 2020
Interest rate swap contracts			Other current assets						$	5					$	—					Other accruals						$	—					$	—
Interest rate swap contracts			Other assets						—						14						Other liabilities						—						—
Forward-starting interest rate swaps			Other assets						20						5						Other liabilities						21						—
Foreign currency contracts			Other current assets						22						7						Other accruals						6						93
Commodity contracts			Other current assets						2						3						Other accruals						—						—
Total designated									$	49					$	29											$	27					$	93
Other financial instruments
Marketable securities			Other current assets						34						37
Total other financial instruments									$	34					$	37

88

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

The carrying amount of cash, cash equivalents, accounts receivable and short-term debt approximated fair value as of December 31, 2021 and 2020. The estimated fair value of the Company’s long-term debt, including the current portion, as of December 31, 2021 and 2020, was $7,651 and $8,175, respectively, and the related carrying value was $7,206 and $7,343, respectively. The estimated fair value of long-term debt was derived principally from quoted prices on the Company’s outstanding fixed-term notes (Level 2 valuation).

The following amounts were recorded on the Consolidated Balance Sheet related to cumulative basis adjustment for fair value hedges as of:

			December 31, 2021						December 31, 2020
Long-term debt:
Carrying amount of hedged item			$	405					$	413
Cumulative hedging adjustment included in the carrying amount			$	5					$	14

The following tables present the notional values as of:

			December 31, 2021
			Foreign Currency Contracts						Foreign Currency Debt						Interest Rate Swaps						Forward-Starting Interest Rate Swaps						Commodity Contracts						Total
Fair Value Hedges			$	566					$	—					$	400					$	—					$	—					$	966
Cash Flow Hedges			873						—						—						700						24						1,597
Net Investment Hedges			173						4,600						—						—						—						4,773

			December 31, 2020
			Foreign Currency Contracts						Foreign Currency Debt						Interest Rate Swaps						Forward-Starting Interest Rate Swaps						Commodity Contracts						Total
Fair Value Hedges			$	589					$	—					$	400					$	—					$	—					$	989
Cash Flow Hedges			854						—						—						300						17						1,171
Net Investment Hedges			528						4,523						—						—						—						5,051

89

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

The following table presents the location and amount of gains (losses) on hedges recognized on the Company’s Consolidated Statements of Income:

			Twelve Months Ended December 31,
			2021																		2020
			Cost of sales						Selling, general and administrative expenses						Interest (income) expense, net						Cost of sales						Selling, general and administrative expenses						Interest (income) expense, net
Gain (loss) on hedges recognized in income:
Interest rate swaps designated as fair value hedges:
Derivative instrument			$	—					$	—					$	8					$	—					$	—					$	(10)
Hedged items			—						—						(8)						—						—						10
Foreign currency contracts designated as fair value hedges:
Derivative instrument			—						6						—						—						29						—
Hedged items			—						(6)						—						—						(29)						—
Foreign currency contracts designated as cash flow hedges:
Amount reclassified from OCI			(12)						—						—						1						—						—
Commodity contracts designated as cash flow hedges:
Amount reclassified from OCI			5						—						—						(1)						—						—
Total gain (loss) on hedges recognized in income			$	(7)					$	—					$	—					$	—					$	—					$	—

90

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

The following table presents the location and amount of unrealized gains (losses) on hedges included in OCI:

			Twelve Months Ended
			December 31,
			2021						2020
Foreign currency contracts designated as cash flow hedges:
Gain (loss) recognized in OCI			$	16					$	(11)
Forward-starting interest rate swaps designated as cash flow hedges:
Gain (loss) recognized in OCI			(6)						5
Commodity contracts designated as cash flow hedges:
Gain (loss) recognized in OCI			3						3
Foreign currency contracts designated as net investment hedges:
Gain (loss) on instruments			30						(52)
Gain (loss) on hedged items			(30)						52
Foreign currency debt designated as net investment hedges:
Gain (loss) on instruments			370						(356)
Gain (loss) on hedged items			(370)						356
Total unrealized gain (loss) on hedges recognized in OCI			$	13					$	(3)

91

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

8.    Capital Stock and Stock-Based Compensation Plans

Preference Stock

The Company has the authority to issue 50,262,150 shares of preference stock. 

Stock Repurchases

On June 18, 2018, the Board authorized the repurchase of shares of the Company’s common stock having an aggregate purchase price of up to $5 billion under a new share repurchase program (the “2018 Program”), which replaced a previously authorized share repurchase program. The Company commenced repurchases of shares of the Company’s common stock under the 2018 Program beginning June 19, 2018. The Board also has authorized share repurchases on an ongoing basis to fulfill certain requirements of the Company’s compensation and benefit programs. The shares are repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion, subject to market conditions, customary blackout periods and other factors. The Company repurchased its common stock at a cost of $1,320 during 2021 under the 2018 Program.

The Company may use either authorized and unissued shares or treasury shares to meet share requirements resulting from the exercise of stock options and the vesting of restricted stock unit awards.

A summary of common stock and treasury stock activity for the three years ended December 31 is as follows:

						Common Stock Outstanding						Treasury Stock
Balance, January 1, 2019						862,912,792						602,793,568
Common stock acquired						(17,219,642)						17,219,642
Shares issued for stock options						8,145,777						(8,145,777)
Shares issued for restricted stock units and other						862,852						(862,852)
Balance, December 31, 2019						854,701,779						611,004,581
Common stock acquired						(18,701,843)						18,701,843
Shares issued for stock options						13,018,354						(13,018,354)
Shares issued for restricted stock units and other						875,311						(875,311)
Balance, December 31, 2020						849,893,601						615,812,759
Common stock acquired						(16,518,163)						16,518,163
Shares issued for stock options						6,357,793						(6,357,793)
Shares issued for restricted stock units and other						747,053						(747,053)
Balance, December 31, 2021						840,480,284						625,226,076

92

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Stock-Based Compensation

The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock units, based on the fair value of those awards at the date of grant. The fair value of restricted stock units, generally based on market prices, is amortized on a straight-line basis over the requisite service period. The estimated fair value of stock options on the date of grant is amortized on a straight-line basis over the requisite service period for each separately vesting portion of the award. Awards to employees eligible for retirement prior to the award becoming fully vested are recognized as compensation cost from the grant date through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award.

The Company has one incentive compensation plan pursuant to which it issues restricted stock units (both performance-based and time-vested) and stock options to employees and shares of common stock and stock options to non-employee directors. The Personnel and Organization Committee of the Board of Directors, which is comprised entirely of independent directors, administers the incentive compensation plan. The total stock-based compensation expense charged against pretax income for this plan was $135, $107 and $100 for the years ended December 31, 2021, 2020 and 2019, respectively. The total income tax benefit recognized on stock-based compensation, excluding excess tax benefits, was approximately $25, $20 and $20 for the years ended December 31, 2021, 2020 and 2019, respectively.

Stock-based compensation expense is recorded within Selling, general and administrative expenses in the Corporate segment as these amounts are not included in internal measures of segment operating performance.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option awards. The weighted-average estimated fair value of stock options granted in the years ended December 31, 2021, 2020 and 2019 was $11.11, $11.26 and $10.48, respectively. Fair value is estimated using the Black-Scholes option pricing model with the assumptions summarized in the following table:

						2021						2020						2019
Expected term of options						6 years						6 years						6 years
Expected volatility rate						20.3		%				21.8		%				19.2		%
Risk-free interest rate						1.0		%				0.5		%				1.5		%
Expected dividend yield						2.3		%				2.3		%				2.3		%

The weighted-average expected term of options granted each year was determined with reference to historical exercise and post-vesting cancellation experience, the vesting period of the awards and the contractual term of the awards, among other factors. Expected volatility incorporates implied share-price volatility derived from exchange traded options on the Company’s common stock. The risk-free interest rate for the expected term of the option is based on the yield of a zero-coupon U.S. Treasury bond with a maturity period equal to the option’s expected term.

93

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Performance-based Restricted Stock Units

In 2019, the Company evolved its approach to granting long-term incentive compensation from granting time-vested restricted stock units following the conclusion of a three-year performance cycle to granting officers and other key employees a target number of unearned performance-based restricted stock units at the beginning of each three-year performance cycle. Awards are earned and vest following the conclusion of the performance period on the basis of achievement of performance goals established at the commencement of each three-year performance period.

A summary of performance-based restricted stock unit activity for the year ended December 31, 2021 is presented below:

						Shares (in thousands)						Weighted Average Grant Date Fair Value Per Award
Performance-based restricted stock units as of January 1, 2021						860						$	73
Activity:
Granted						355						70
Forfeited						(189)						81
Performance-based restricted stock units as of December 31, 2021						1,026						$	70

As of December 31, 2021, there was $26 of total unrecognized compensation expense related to unvested performance-based restricted stock unit awards, which will be recognized ratably over the remaining performance period.

The Company uses a Monte-Carlo simulation model to estimate the fair value of performance-based restricted stock units at the date of grant.

Time-Vested Restricted Stock Units

The Company also grants time-vested restricted stock unit awards. As described above, under the Company’s previous long-term incentive program, time-vested restricted stock unit awards were granted to officers and other key employees following a three-year performance period. Awards vest at the end of the restriction period, which is three years from the date of grant. Awards for the 2018-2020 performance period were granted in 2021. No awards were granted in 2019 or 2020 for the 2016-2018 or 2017-2019 performance periods. As of December 31, 2021, approximately 10,990,000 shares of common stock were available for future restricted stock unit awards.

A summary of restricted stock unit activity during 2021 is presented below:

						Shares (in thousands)						Weighted Average Grant Date Fair Value Per Award
Restricted stock units as of January 1, 2021						1,897						$	73
Activity:
Granted						749						78
Vested						(674)						70
Forfeited						(56)						74
Restricted stock units as of December 31, 2021						1,916						$	76

As of December 31, 2021, there was $56 of total unrecognized compensation expense related to unvested time-vested restricted stock unit awards, which will be recognized over a weighted-average period of 2 years. The total fair value of time-vested restricted stock units vested during the years ended December 31, 2021, 2020 and 2019 was $47, $58 and $53, respectively.

94

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Stock Options

The Company issues non-qualified stock options to non-employee directors, officers and other employees. Beginning in 2019, stock options have a contractual term of eight years. Prior to 2019, stock options generally had a contractual term of six years. Stock options generally vest ratably over three years. As of December 31, 2021, approximately 26,038,000 shares of common stock were available for future stock option grants.

A summary of stock option activity during 2021 is presented below:

						Shares (in thousands)						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life (in years)						Intrinsic Value of Unexercised In-the-Money Options
Options outstanding, January 1, 2021						27,530						$	71
Granted						5,120						77
Exercised						(6,358)						68
Forfeited						(173)						75
Expired						(24)						73
Options outstanding, December 31, 2021						26,095						72						5						$	309
Options exercisable, December 31, 2021						16,725						$	72					3						$	223

As of December 31, 2021, there was $32 of total unrecognized compensation expense related to unvested options, which will be recognized over a weighted-average period of 1.5 years. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $83, $136 and $84, respectively.

The benefits of tax deductions in excess of grant date fair value resulting from the exercise of stock options and vesting of restricted stock unit awards for the years ended December 31, 2021, 2020 and 2019 were $9, $8 and $6, respectively, and are recognized in the provision for income taxes as a discrete item in the quarterly period in which they occur and classified as an operating cash flow. Cash proceeds received from options exercised for the years ended December 31, 2021, 2020 and 2019 were $424, $874 and $498, respectively.

95

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

9.    Employee Stock Ownership Plan

In 1989, the Company expanded its Employee Stock Ownership Plan (“ESOP”) through the introduction of a leveraged ESOP that funds certain benefits for employees who have met eligibility requirements. As of December 31, 2021 and 2020, there were 10,290,667 and 11,545,950 shares of common stock, respectively, outstanding and issued to the Company’s ESOP.

During 2000, the ESOP entered into a loan agreement with the Company under which the benefits of the ESOP may be extended through 2035. As of December 31, 2021, the ESOP had outstanding borrowings from the Company of $1, which represents unearned compensation shown as a reduction in Shareholders’ equity.

Dividends on stock held by the ESOP are paid to the ESOP trust and, together with cash contributions from the Company, are (a) used by the ESOP to repay principal and interest, (b) credited to participant accounts, (c) used for contributions to the Company’s defined contribution plans or (d) used to pay the Company’s defined contribution plan expenses. Stock is allocated to participants based upon the ratio of the current year’s debt service to the sum of total outstanding principal and interest payments over the life of the debt. As of December 31, 2021, 9,559,255 shares of common stock had been released and allocated to participant accounts and 731,412 shares of common stock were available for future release and allocation to participant accounts.

Dividends on the stock used to repay principal and interest or credited to participant accounts are deductible for income tax purposes and, accordingly, are reflected net of their tax benefit in the Consolidated Statements of Changes in Shareholders’ Equity.

Annual expense related to the ESOP was $0 in 2021, 2020 and 2019.

The Company paid dividends on the shares held by the ESOP of $20 in 2021, $23 in 2020 and $25 in 2019. The Company did not make any contributions to the ESOP in 2021, 2020 or 2019.

96

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

10.    Retirement Plans and Other Retiree Benefits

Retirement Plans

The Company and certain of its U.S. and foreign subsidiaries maintain defined benefit retirement plans. Benefits under these plans are based primarily on years of service and employees’ earnings.

In the U.S., effective January 1, 2014, the Company provides virtually all future retirement benefits through the Company’s defined contribution plan. As a result, service after December 31, 2013 is not considered for participants in the Company’s principal U.S. defined benefit retirement plan. Participants in the Company’s principal U.S. defined benefit retirement plan whose retirement benefit was determined under the cash balance formula continue to earn interest credits on their vested balances as of December 31, 2013 but no longer receive pay credits. Participants whose retirement benefit was determined under the final average earnings formula or career average earnings formula continue to have their accrued benefit adjusted for pay increases until termination of employment.

97

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

In the Company’s principal U.S. plans and certain funded foreign plans, funds are contributed to trusts in accordance with regulatory limits to provide for current service and for any unfunded projected benefit obligation over a reasonable period. The target asset allocation for the Company’s defined benefit plans is as follows:

						United States						International
Asset Category
Equity securities						21		%				22		%
Fixed income securities						76		%				63		%
Real estate and other investments						3		%				15		%
Total						100		%				100		%

At December 31, 2021, the allocation of the Company’s plan assets and the level of valuation input, as applicable, for each major asset category were as follows:

						Level of Valuation Input						Pension Plans
												United States						International						Other Retiree Benefit Plans
Cash and cash equivalents						Level 1						$	38					$	9					$	—
U.S. common stocks						Level 1						—						2						—
International common stocks						Level 1						—						13						—
Pooled funds(1)						Level 1						48						116						—
Fixed income securities(2)						Level 2						905						67						—
Guaranteed investment contracts(3)						Level 2						1						51						—
												992						258						—
Investments valued using NAV per share(4)
Domestic, developed and emerging markets equity funds												361						97						—
Fixed income funds(5)												469						328						—
Hedge funds(6)												—						8						—
Multi-asset funds(7)												26						2						—
Real estate funds(8)												—						30						—
												856						465						—
Other assets and liabilities, net(9)												(14)						—						—
Total Investments												$	1,834					$	723					$	—

98

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

At December 31, 2020, the allocation of the Company’s plan assets and the level of valuation input, as applicable, for each major asset category were as follows:

						Level of Valuation Input						Pension Plans
												United States						International						Other Retiree Benefit Plans
Cash and cash equivalents						Level 1						$	50					$	12					$	—
U.S. common stocks						Level 1						—						1						—
International common stocks						Level 1						—						8						—
Pooled funds(1)						Level 1						65						117						—
Fixed income securities(2)						Level 2						1,117						59						2
Guaranteed investment contracts(3)						Level 2						1						55						—
												1,233						252						2
Investments valued using NAV per share(4)
Domestic, developed and emerging markets equity funds												456						183						1
Fixed income funds(5)												136						225						—
Hedge funds(6)												—						6						—
Multi-asset funds(7)												77						2						—
Real estate funds(8)												34						30						—
												703						446						1
Other assets and liabilities, net(9)												(15)						—						—
Total Investments												$	1,921					$	698					$	3

_______

(1)Pooled funds primarily invest in U.S. and foreign equity securities, debt and money market securities.

(2)The fixed income securities are traded over-the-counter and certain of these securities lack daily pricing or liquidity and as such are classified as Level 2. As of December 31, 2021, approximately 40% of the U.S. pension plan fixed income portfolio was invested in U.S. treasury or agency securities, with the remainder invested in other government bonds and corporate bonds, compared to approximately 50% as of December 31, 2020.

(3)The guaranteed investment contracts (“GICs”) represent contracts with insurance companies measured at the cash surrender value of each contract. The Level 2 valuation reflects that the cash surrender value is based principally on a referenced pool of investment funds with active redemption.

(4)Investments that are measured at fair value using net asset value (“NAV”) per share as a practical expedient have not been classified in the fair value hierarchy. The NAV is based on the value of the underlying investments owned, minus its liabilities, divided by the number of shares outstanding. There are no unfunded commitments related to these investments. Redemption notice period primarily ranges from 0-3 months and redemption frequency windows range from daily to quarterly.

(5)Fixed income funds primarily invest in U.S. government and investment grade corporate bonds.

(6)Consists of investments in underlying hedge fund strategies that are primarily implemented through the use of long and short equity and fixed income securities and derivative instruments such as futures and options.

(7)Multi-asset funds primarily invest across a variety of asset classes, including global stocks and bonds, as well as alternative strategies.

(8)Real estate is valued using the NAV per unit of funds that are invested in real estate property. The investment value of the real estate property is determined quarterly using independent market appraisals as determined by the investment manager.

(9)This category primarily includes unsettled trades for investments purchased and sold and dividend receivables.

99

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Equity securities in the U.S. plans did not include any investment in the Company’s common stock at either December 31, 2021 or December 31, 2020. In 2020, the U.S. plans sold 739,869 shares of the Company’s common stock to the Company to take the number of shares of the Company’s stock in the U.S. plans to zero as of December 31, 2020. No shares of the Company’s stock were purchased by the U.S. plans in 2021 or 2020. The plans received no dividends on the Company’s common stock in either 2021 or 2020.

Other Retiree Benefits

The Company and certain of its subsidiaries provide health care and life insurance benefits for retired employees to the extent not provided by government-sponsored plans.

The Company uses a December 31 measurement date for its defined benefit and other retiree benefit plans. Summarized information for the Company’s defined benefit and other retiree benefit plans is as follows:

100

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

						Pension Plans																								Other Retiree Benefit Plans
						2021						2020						2021						2020						2021						2020
						United States												International
Change in Benefit Obligations
Benefit obligations at beginning of year						$	2,363					$	2,272					$	1,013					$	876					$	1,112					$	1,050
Service cost						—						1						19						17						26						20
Interest cost						61						74						20						21						35						37
Participants’ contributions						—						—						6						5						—						—
Acquisitions/plan amendments						(2)						—						—						30						—						—
Actuarial loss (gain)						(52)						171						(39)						65						(50)						61
Foreign exchange impact						—						—						(38)						46						(8)						(9)
Termination benefits						—						3						—						—						—						—
Curtailments and settlements						(5)						(3)						(4)						(7)						—						—
Benefit payments						(158)						(155)						(40)						(40)						(35)						(47)
Other						—						—						—						—						—						—
Benefit obligations at end of year						$	2,207					$	2,363					$	937					$	1,013					$	1,080					$	1,112
Change in Plan Assets
Fair value of plan assets at beginning of year						$	1,921					$	1,806					$	698					$	586					$	3					$	37
Actual return on plan assets						46						243						45						59						—						2
Company contributions						28						30						33						36						32						11
Participants’ contributions						—						—						6						5						—						—
Foreign exchange impact						—						—						(14)						26						—						—
Settlements and acquisitions						(3)						(3)						(5)						26						—						—
Benefit payments						(158)						(155)						(40)						(40)						(35)						(47)
Other						—						—						—						—						—						—
Fair value of plan assets at end of year						$	1,834					$	1,921					$	723					$	698					$	—					$	3
Funded Status
Benefit obligations at end of year						$	2,207					$	2,363					$	937					$	1,013					$	1,080					$	1,112
Fair value of plan assets at end of year						1,834						1,921						723						698						—						3
Net amount recognized						$	(373)					$	(442)					$	(214)					$	(315)					$	(1,080)					$	(1,109)
Amounts Recognized in Balance Sheet
Noncurrent assets						$	70					$	20					$	72					$	18					$	—					$	—
Current liabilities						(27)						(30)						(13)						(14)						(47)						(45)
Noncurrent liabilities						(416)						(432)						(273)						(319)						(1,033)						(1,064)
Net amount recognized						$	(373)					$	(442)					$	(214)					$	(315)					$	(1,080)					$	(1,109)
Amounts Recognized in Accumulated Other Comprehensive Income (Loss)
Actuarial loss						$	866					$	902					$	179					$	255					$	356					$	429
Transition/prior service cost						—						1						9						7						—						—
						$	866					$	903					$	188					$	262					$	356					$	429
Accumulated benefit obligation						$	2,171					$	2,325					$	872					$	946					$	—					$	—

101

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

						Pension Plans																								Other Retiree Benefit Plans
						2021						2020						2021						2020						2021						2020
						United States												International
Weighted-Average Assumptions Used to Determine Benefit Obligations
Discount rate						2.98		%				2.65		%				2.10		%				1.61		%				3.06		%				2.88		%
Expected long-term rate of return on plan assets						5.70		%				5.70		%				2.72		%				2.93		%				N/A						5.70		%
Long-term rate of compensation increase						3.50		%				3.50		%				2.89		%				2.62		%				3.50		%				3.50		%
ESOP growth rate						—		%				—		%				—		%				—		%				6.00		%				10.00		%
Medical cost trend rate of increase						—		%				—		%				—		%				—		%				6.00		%				6.00		%
Interest Crediting Rate						2.85		%				2.48		%				0.84		%				0.83		%				—		%				—		%

The actuarial gains recorded during 2021 for both the U.S. pension and other retiree benefit plans were primarily a result of an increase in discount rates applied against future estimated benefit payments that resulted in a decrease in the benefit obligation for both the U.S. pension and Other retiree benefit plans. The actuarial losses incurred during 2020 were primarily driven by a decrease in discount rates applied against future expected benefit payments that resulted in an increase in the benefit obligation for both the U.S. pension and Other retiree benefit plans.

The overall investment objective of the plans is to balance risk and return so that obligations to employees are met. The Company evaluates its expected long-term rate of return on plan assets on an annual basis. In determining the expected long-term rate of return, the Company considers the nature of the plans’ investments and the historical rates of return. The assumed expected long-term rate of return on plan assets as of December 31, 2021 for the U.S. plans was 5.70%. Average annual rates of return for the U.S. plans for the most recent 1-year, 5-year, 10-year, 15-year and 25-year periods were 3%, 8%, 8%, 6% and 7%, respectively. Similar assessments were performed in determining rates of return on international pension plan assets to arrive at the Company’s 2021 weighted-average expected long-term rate of return on plan assets of 2.72%.

The medical cost trend rate of increase assumed in measuring the expected cost of benefits is projected to decrease from 6.00% in 2022 to 4.75% by 2026, remaining at 4.75% for the years thereafter.

102

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Pension plans with projected benefit obligations in excess of plan assets and plans with accumulated benefit obligations in excess of plan assets as of December 31 consisted of the following:

						2021						2020
Benefit Obligation Exceeds Fair Value of Plan Assets
Projected benefit obligation						$	805					$	1,092
Fair value of plan assets						82						299
Accumulated benefit obligation						771						882
Fair value of plan assets						81						134

Other Retiree Benefit plans with accumulated postretirement benefit obligation in excess of plan assets as of December 31 consisted of the following:

						2021						2020
Benefit Obligation Exceeds Fair Value of Plan Assets
Accumulated postretirement benefit obligation						$	1,080					$	1,112
Fair value of plan assets						—						3

103

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Summarized information regarding the net periodic benefit costs for the Company’s defined benefit and other retiree benefit plans is as follows:

						Pension Plans																																				Other Retiree Benefit Plans
						2021						2020						2019						2021						2020						2019						2021						2020						2019
						United States																		International
Components of Net Periodic Benefit Cost
Service cost						$	—					$	1					$	1					$	19					$	17					$	14					$	26					$	20					$	15
Interest cost						61						74						90						20						21						22						35						37						41
Expected return on plan assets						(106)						(111)						(103)						(20)						(22)						(19)						—						(2)						(3)
Amortization of transition and prior service costs (credits)						—						—						—						1						—						1						—						—						—
Amortization of actuarial loss						47						46						51						11						9						9						23						18						11
Net periodic benefit cost						$	2					$	10					$	39					$	31					$	25					$	27					$	84					$	73					$	64
Other postretirement charges						(3)						4						7						1						—						1						—						—						—
Total pension cost						$	(1)					$	14					$	46					$	32					$	25					$	28					$	84					$	73					$	64
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost
Discount rate						2.65		%				3.40		%				4.38		%				1.61		%				2.06		%				2.80		%				2.88		%				3.56		%				4.43		%
Expected long-term rate of return on plan assets						5.70		%				6.30		%				6.60		%				2.93		%				3.38		%				4.06		%				5.70		%				6.30		%				6.60		%
Long-term rate of compensation increase						3.50		%				3.50		%				3.50		%				2.62		%				2.83		%				2.86		%				—		%				—		%				—		%
ESOP growth rate						—		%				—		%				—		%				—		%				—		%				—		%				10.00		%				10.00		%				10.00		%
Medical cost trend rate of increase						—		%				—		%				—		%				—		%				—		%				—		%				6.00		%				6.00		%				6.00		%
Interest Crediting Rate						2.48		%				3.21		%				4.26		%				0.83		%				0.85		%				0.85		%				—		%				—		%				—		%

104

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

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

The Company made no voluntary contributions in 2021 and 2020, and made voluntary contributions of $113 in 2019, to its U.S. retirement plans.

Expected Contributions and Benefit Payments

The Company does not expect to make any voluntary contributions to its U.S. postretirement plans for the year ending December 31, 2022. Actual funding may differ from current estimates depending on the variability of the market value of the assets as compared to the obligation and other market or regulatory conditions.

Benefit payments expected to be paid from the Company’s assets to participants in unfunded plans are estimated to be approximately $89 for the year ending December 31, 2022.

Total benefit payments expected to be paid to participants in both funded and unfunded plans are estimated as follows:

						Pension Plans
Years Ended December 31,						United States						International						Other Retiree Benefit Plans						Total
2022						$	147					$	43					$	47					$	237
2023						146						40						48						234
2024						147						45						49						241
2025						144						44						50						238
2026						147						46						51						244
2027-2031						692						246						267						1,205

105

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

11.    Income Taxes

The components of Income before income taxes are as follows for the years ended December 31:

						2021						2020						2019
United States						$	1,256					$	1,317					$	1,050
International						1,831						2,330						2,251
Total Income before income taxes						$	3,087					$	3,647					$	3,301

The Provision for income taxes consists of the following for the years ended December 31:

						2021						2020						2019
United States						$	228					$	259					$	180
International						521						528						594
Total Provision for income taxes						$	749					$	787					$	774

Temporary differences between accounting for financial statement purposes and accounting for tax purposes result in the current provision for taxes being higher (lower) than the total provision for income taxes as follows:

						2021						2020						2019
Goodwill and intangible assets						$	50					$	1					$	34
Property, plant and equipment						(19)						12						12
Pension and other retiree benefits						(4)						10						(13)
Stock-based compensation						11						(7)						(1)
Right-of-use assets/lease liabilities						(2)						(1)						—
Tax credits and tax loss carryforwards						(2)						(1)						3
Deferred withholding tax						(16)						111						(21)
Other, net						19						18						(33)
Total deferred tax benefit (provision)						$	37					$	143					$	(19)

106

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

The difference between the statutory U.S. federal income tax rate and the Company’s global effective tax rate as reflected in the Consolidated Statements of Income is as follows:

						2021						2020						2019
Percentage of Income before income taxes
Tax at United States statutory rate						21.0		%				21.0		%				21.0		%
State income taxes, net of federal benefit						1.1						1.0						0.6
Earnings taxed at other than United States statutory rate						2.7						3.3						4.6
Benefit for foreign tax matters(1)						—						(2.0)						(0.9)
Non-deductible goodwill impairment charges						2.2						—						—
Foreign-derived intangible income benefit						(2.2)						(1.6)						(1.3)
Other, net						(0.5)						(0.1)						(0.6)
Effective tax rate						24.3		%				21.6		%				23.4		%

_________

(1)In 2020, the provision for income taxes includes $71 of income tax benefits recorded on a discrete period basis, of which $45 relates to previously recorded foreign withholding taxes and $26 relates to a previously recorded valuation allowance against a deferred tax asset. As part of a previously recorded charge for the Tax Cuts and Jobs Act of 2017 (the “TCJA”), the Company has provided for foreign withholding taxes expected to be paid on the remittance of earnings from certain overseas subsidiaries no longer deemed indefinitely reinvested. As a result of a recent reorganization of the ownership structure of certain foreign subsidiaries, the Company determined that no withholding taxes will be due on the remittance by certain subsidiaries of earnings previously deemed reinvested and, accordingly, reversed $45 of previously recorded foreign withholding taxes. Also as part of the previously recorded charge for the TCJA, the Company provided a valuation allowance against a deferred tax asset related to the foreign tax credit carryforwards that the Company did not expect to be able to use due to changes made by the TCJA. As a result of a new operating structure being implemented within one of the Company’s divisions, the Company believes the use of these foreign tax credit carryforwards will not be limited in the future and, accordingly, reversed the previously recorded valuation allowance of $26. In 2019, the provision for income taxes includes a net benefit of $29 related to changes enacted by the Swiss government to its corporate tax regime, which included, among other items, the repeal of certain preferential tax regimes and an increase to the cantonal tax rate for future periods. Additionally, the government provided transition rules which allowed companies to record goodwill for tax purposes, partially offsetting the impact on cash taxes of the higher cantonal rate over the next ten years.

107

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

The components of deferred tax assets (liabilities) are as follows at December 31:

						2021						2020
Deferred tax liabilities:
Goodwill and intangible assets						$	(523)					$	(603)
Property, plant and equipment						(301)						(281)
Right-of-use assets						(125)						(131)
Deferred withholding tax						(111)						(95)
Other						(35)						(52)
Total deferred tax liabilities						(1,095)						(1,162)
Deferred tax assets:
Pension and other retiree benefits						344						404
Tax credits and tax loss carryforwards						152						127
Lease liabilities						138						144
Accrued liabilities						234						250
Stock-based compensation						76						73
Other						69						125
Total deferred tax assets						1,013						1,123
Valuation Allowance						$	(120)					$	(96)
Net deferred tax assets						$	893					$	1,027
Net deferred income taxes						$	(202)					$	(135)

Applicable U.S. income and foreign withholding taxes have been provided on substantially all of the Company’s accumulated earnings of foreign subsidiaries.

Net tax expense of $(146) was recorded directly through equity in 2021, and net tax benefits of $101 and $13 were recorded directly through equity in 2020 and 2019, respectively. The net tax expense or benefit in each year predominantly includes current and future tax impacts related to benefit plans and the impact of currency translation adjustments.

The Company uses a comprehensive model to recognize, measure, present and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on an income tax return.

108

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Unrecognized tax benefits activity for the years ended December 31, 2021, 2020 and 2019 is summarized below:

						2021						2020						2019
Unrecognized tax benefits:
Balance, January 1						$	227					$	173					$	190
Increases as a result of tax positions taken during the current year						26						18						14
Decreases of tax positions taken during prior years						(20)						(5)						(21)
Increases of tax positions taken during prior years						40						57						20
Decreases as a result of settlements with taxing authorities and the expiration of statutes of limitations						(23)						(19)						(30)
Effect of foreign currency rate movements						(5)						3						—
Balance, December 31						$	245					$	227					$	173

If all of the unrecognized tax benefits for 2021 above were recognized, approximately $235 would impact the effective tax rate. Although it is possible that the amount of unrecognized benefits with respect to our uncertain tax positions will increase or decrease in the next twelve months, the Company does not expect material changes.

The Company recognized expense of approximately $10, $9 and $0 for interest and penalties related to the above unrecognized tax benefits within income tax expense in 2021, 2020 and 2019, respectively. The Company had accrued interest and penalties of approximately $35, $24 and $23 as of December 31, 2021, 2020 and 2019, respectively.

The Company and its subsidiaries file U.S. federal income tax returns as well as income tax returns in many state and foreign jurisdictions. All U.S. federal income tax returns through December 31, 2013 have been audited by the IRS and there are limited matters which the Company plans to appeal for years 2010 through 2013, the settlement of which is not expected to have a material effect on the Company’s results of operations, cash flows or financial condition. With a few exceptions, the Company is no longer subject to U.S. state and local income tax examinations for income tax returns through December 31, 2016. In addition, the Company has subsidiaries in various foreign jurisdictions that have statutes of limitations for tax audits generally ranging from three to six years.

The Company has made an accounting policy election to treat Global Intangible Low-Taxed Income taxes as a current period expense rather than including these amounts in the measurement of deferred taxes.

109

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

12.    Earnings Per Share

For the years ended December 31, 2021, 2020 and 2019, earnings per share were as follows:

			2021																		2020																		2019
			Net income attributable to Colgate-Palmolive Company						Shares (millions)						Per Share						Net income attributable to Colgate-Palmolive Company						Shares (millions)						Per Share						Net income attributable to Colgate-Palmolive Company						Shares (millions)						Per Share
Basic EPS			$	2,166					845.0						$	2.56					$	2,695					856.8						$	3.15					$	2,367					859.1						$	2.76
Stock options and restricted stock units									3.3																		2.5																		2.0
Diluted EPS			$	2,166					848.3						$	2.55					$	2,695					859.3						$	3.14					$	2,367					861.1						$	2.75

Basic earnings per common share is computed by dividing net income available for common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Diluted earnings per common share is computed using the treasury stock method on the basis of the weighted-average number of shares of common stock plus the dilutive effect of potential common shares outstanding during the period. Dilutive potential common shares include outstanding stock options and restricted stock units.

As of December 31, 2021, 2020 and 2019, the average number of stock options that were anti-dilutive and not included in diluted earnings per share calculations were 2,495,393, 3,257,310 and 19,901,202, respectively. As of December 31, 2021, 2020 and 2019, the average number of restricted stock units that were anti-dilutive and not included in diluted earnings per share calculations were 126,378, 25,381 and 4,516, respectively.

110

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

13.    Commitments and Contingencies

As of December 31, 2021, the Company has various contractual commitments for future multi-year purchases of raw, packaging and other materials totaling approximately $724.

As a global company serving consumers in more than 200 countries and territories, the Company is routinely subject to a wide variety of legal proceedings. These include disputes relating to intellectual property, contracts, product liability, marketing, advertising, foreign exchange controls, antitrust and trade regulation, as well as labor and employment, pension, data privacy and security, environmental and tax matters and consumer class actions. Management proactively reviews and monitors the Company’s exposure to, and the impact of, environmental matters. The Company is party to various environmental matters and, as such, may be responsible for all or a portion of the cleanup, restoration and post-closure monitoring of several sites.

The Company establishes accruals for loss contingencies when it has determined that a loss is probable and that the amount of loss, or range of loss, can be reasonably estimated. Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances.

The Company also determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that a loss is reasonably possible and it is able to determine such estimates. For those matters disclosed below for which the amount of any potential losses can be reasonably estimated, the Company currently estimates that the aggregate range of reasonably possible losses in excess of any accrued liabilities is $0 to approximately $425 (based on current exchange rates). The estimates included in this amount are based on the Company’s analysis of currently available information and, as new information is obtained, these estimates may change. Due to the inherent subjectivity of the assessments and the unpredictability of outcomes of legal proceedings, any amounts accrued or included in this aggregate range may not represent the ultimate loss to the Company. Thus, the Company’s exposure and ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued or the range disclosed above.

Based on current knowledge, management does not believe that the ultimate resolution of loss contingencies arising from the matters discussed herein will have a material effect on the Company’s consolidated financial position or its ongoing results of operations or cash flows. However, in light of the inherent uncertainties noted above, an adverse outcome in one or more matters could be material to the Company’s results of operations or cash flows for any particular quarter or year.

Brazilian Matters

There are certain tax and civil proceedings outstanding, as described below, related to the Company’s 1995 acquisition of the Kolynos oral care business from Wyeth (the “Seller”).

The Brazilian internal revenue authority has disallowed interest deductions and foreign exchange losses taken by the Company’s Brazilian subsidiary for certain years in connection with the financing of the Kolynos acquisition. The tax assessments with interest, penalties and any court-mandated fees, at the current exchange rate, are approximately $106. This amount includes additional assessments received from the Brazilian internal revenue authority in April 2016 relating to net operating loss carryforwards used by the Company’s Brazilian subsidiary to offset taxable income that had also been deducted from the authority’s original assessments. The Company has been disputing the disallowances by appealing the assessments since October 2001.

In each of September 2015, February 2017, June 2018, April 2019 and September 2020, the Company lost an administrative appeal and subsequently filed an appeal in Brazilian federal court. Currently, there are five appeals pending in the Brazilian federal court. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel, that the disallowances are without merit and that the Company should ultimately prevail. The Company is challenging these disallowances vigorously.

111

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

 

In July 2002, the Brazilian Federal Public Attorney filed a civil action against the federal government of Brazil, Laboratorios Wyeth-Whitehall Ltda. (the Brazilian subsidiary of the Seller) and the Company, as represented by its Brazilian subsidiary, in the 6th. Lower Federal Court in the City of São Paulo, seeking to annul an April 2000 decision by the Brazilian Board of Tax Appeals that found in favor of the Seller’s Brazilian subsidiary on the issue of whether it had incurred taxable capital gains as a result of the divestiture of Kolynos. The action seeks to make the Company’s Brazilian subsidiary jointly and severally liable for any tax due from the Seller’s Brazilian subsidiary. The case has been pending since 2002, and the Lower Federal Court has not issued a decision. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel, that the Company should ultimately prevail in this action. The Company is challenging this action vigorously.

 

In December 2005, the Brazilian internal revenue authority issued to the Company’s Brazilian subsidiary a tax assessment with interest, penalties and any court-mandated fees of approximately $47, at the current exchange rate, based on a claim that certain purchases of U.S. Treasury bills by the subsidiary and their subsequent disposition during the period 2000 to 2001 were subject to a tax on foreign exchange transactions. The Company had been disputing the assessment within the internal revenue authority’s administrative appeals process. However, in November 2015, the Superior Chamber of Administrative Tax Appeals denied the Company’s final administrative appeal, and the Company has filed a lawsuit in the Brazilian federal court. In the event the Company is unsuccessful in this lawsuit, further appeals are available within the Brazilian federal courts. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel, that the tax assessment is without merit and that the Company should ultimately prevail. The Company is challenging this assessment vigorously.

Competition Matter

Certain of the Company’s subsidiaries were historically subject to actions and, in some cases, fines, by governmental authorities in a number of countries related to alleged competition law violations. Substantially all of these matters also involved other consumer goods companies and/or retail customers. The Company’s policy is to comply with antitrust and competition laws and, if a violation of any such laws is found, to take appropriate remedial action and to cooperate fully with any related governmental inquiry. The status as of December 31, 2021 of such competition law matters pending against the Company during the year ended December 31, 2021 is set forth below.

▪In July 2014, the Greek competition law authority issued a statement of objections alleging a restriction of parallel imports into Greece. The Company responded to this statement of objections. In July 2017, the Company received the decision from the Greek competition law authority in which the Company was fined $11. The Company appealed the decision to the Greek courts. In April 2019, the Greek courts affirmed the judgment against the Company’s Greek subsidiary, but reduced the fine to $10.5 and dismissed the case against Colgate-Palmolive Company. The Company’s Greek subsidiary and the Greek competition authority have appealed the decision to the Greek Supreme Court.

112

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Talcum Powder Matters

The Company has been named as a defendant in civil actions alleging that certain talcum powder products that were sold prior to 1996 were contaminated with asbestos and/or caused mesothelioma and other cancers. Many of these actions involve a number of co-defendants from a variety of different industries, including suppliers of asbestos and manufacturers of products that, unlike the Company’s products, were designed to contain asbestos. As of December 31, 2021, there were 171 individual cases pending against the Company in state and federal courts throughout the United States, as compared to 136 cases as of December 31, 2020. During the year ended December 31, 2021, 74 new cases were filed and 39 cases were resolved by voluntary dismissal, settlement or dismissal by the court. The value of the settlements in the years presented was not material, either individually or in the aggregate, to each such period’s results of operations.

A significant portion of the Company’s costs incurred in defending and resolving these claims has been, and the Company believes that a portion of the costs will continue to be, covered by insurance policies issued by several primary, excess and umbrella insurance carriers, subject to deductibles, exclusions, retentions, policy limits and insurance carrier insolvencies.

While the Company and its legal counsel believe that these cases are without merit and intend to challenge them vigorously, there can be no assurances regarding the ultimate resolution of these matters.

ERISA Matter

In June 2016, a putative class action claiming that residual annuity payments made to certain participants in the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Plan”) did not comply with the Employee Retirement Income Security Act was filed against the Plan, the Company and certain individuals (the “Company Defendants”) in the United States District Court for the Southern District of New York (the “Court”). The relief sought includes recalculation of benefits, pre- and post-judgment interest and attorneys’ fees. This action was certified as a class action in July 2017. In July 2020, the Court granted in part and denied in part the Company Defendants’ motion for summary judgment and dismissed certain claims on consent of the parties. In August 2020, the Court granted the plaintiffs’ motion for summary judgment on the remaining claims. The Company and the Plan are contesting this action vigorously and, in September 2020, appealed to the United States Court of Appeals for the Second Circuit. The appeal is currently pending.

113

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

14.    Segment Information

The Company operates in two product segments: Oral, Personal and Home Care; and Pet Nutrition. 

The operations of the Oral, Personal and Home Care product segment are managed geographically in five reportable operating segments: North America, Latin America, Europe, Asia Pacific and Africa/Eurasia.

The Company evaluates segment performance based on several factors, including Operating profit. The Company uses Operating profit as a measure of operating segment performance because it excludes the impact of Corporate-driven decisions related to interest expense and income taxes.

The accounting policies of the operating segments are generally the same as those described in Note 2, Summary of Significant Accounting Policies. Intercompany sales have been eliminated. Corporate operations include costs related to stock options and restricted stock units, research and development costs, Corporate overhead costs, restructuring and related implementation charges and gains and losses on sales of non-core product lines and assets. The Company reports these items within Corporate operations as they relate to Corporate-based responsibilities and decisions and are not included in the internal measures of segment operating performance used by the Company to measure the underlying performance of the operating segments.

Approximately 70% of the Company’s Net sales are generated from markets outside the U.S., with approximately 45% of the Company’s Net sales coming from emerging markets (which consist of Latin America, Asia (excluding Japan), Africa/Eurasia and Central Europe). Oral, Personal and Home Care sales to Walmart, Inc. and its affiliates represent approximately 12%, 12% and 11% of the Company’s Net sales in 2021, 2020 and 2019, respectively. No other customer represented more than 10% of Net sales in any period presented.

In 2021, Corporate Operating profit included goodwill and indefinite-lived intangible impairment charges of $571, and a benefit of $26 related to a value-added tax matter in Brazil. In 2020, Corporate Operating profit included benefits of $16 resulting from the Global Growth and Efficiency Program and a charge of $6 for acquisition-related costs. In 2019, Corporate Operating profit included charges of $125 resulting from the Global Growth and Efficiency Program, a charge of $24 for acquisition-related costs and a benefit of $30 from a value-added tax matter in Brazil.

						2021						2020						2019
Net sales
Oral, Personal and Home Care
North America(1)						$	3,694					$	3,741					$	3,424
Latin America						3,663						3,418						3,606
Europe						2,841						2,747						2,450
Asia Pacific						2,867						2,701						2,707
Africa/Eurasia						1,045						981						981
Total Oral, Personal and Home Care						14,110						13,588						13,168
Pet Nutrition(2)						3,311						2,883						2,525
Total Net sales						$	17,421					$	16,471					$	15,693

_________

(1)    Net sales in the U.S. for Oral, Personal and Home Care were $3,391, $3,447 and $3,166 in 2021, 2020 and 2019, respectively.

(2)    Net sales in the U.S. for Pet Nutrition were $2,018, $1,712 and $1,441 in 2021, 2020 and 2019, respectively.

114

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

						2021						2020						2019
Operating profit
Oral, Personal and Home Care
North America						$	754					$	988					$	982
Latin America						1,012						975						963
Europe						682						652						624
Asia Pacific						844						773						749
Africa/Eurasia						203						206						187
Total Oral, Personal and Home Care						3,495						3,594						3,505
Pet Nutrition						901						793						703
Corporate						(1,064)						(502)						(654)
Total Operating profit						$	3,332					$	3,885					$	3,554

						2021						2020						2019
Capital expenditures
Oral, Personal and Home Care
North America						$	87					$	65					$	43
Latin America						118						104						90
Europe						44						41						42
Asia Pacific						50						51						40
Africa/Eurasia						33						13						8
Total Oral, Personal and Home Care						332						274						223
Pet Nutrition						147						56						41
Corporate						88						79						71
Total Capital expenditures						$	567					$	409					$	335

						2021						2020						2019
Depreciation and amortization
Oral, Personal and Home Care
North America						$	104					$	101					$	94
Latin America						88						81						84
Europe						98						94						72
Asia Pacific						96						95						100
Africa/Eurasia						9						9						8
Total Oral, Personal and Home Care						395						380						358
Pet Nutrition						62						58						55
Corporate						99						101						106
Total Depreciation and amortization						$	556					$	539					$	519

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

						2021						2020						2019
Identifiable assets
Oral, Personal and Home Care
North America						$	4,058					$	4,132					$	3,576
Latin America						2,369						2,251						2,384
Europe						4,432						5,386						5,104
Asia Pacific						2,161						2,272						2,155
Africa/Eurasia						599						605						590
Total Oral, Personal and Home Care						13,619						14,646						13,809
Pet Nutrition						1,342						1,210						1,175
Corporate(1)						79						64						50
Total Identifiable assets						$	15,040					$	15,920					$	15,034

____________

(1)In 2021, Corporate identifiable assets primarily consisted of investments in equity securities (87%) and derivative instruments (10%). In 2020, Corporate identifiable assets primarily consisted of investments in equity securities (95%). In 2019, Corporate identifiable assets primarily consisted of investments in equity securities (92%) and derivative instruments (2%). 

						2021						2020						2019
Long-lived assets(1)
United States						$	1,981					$	1,889					$	1,895
International						2,275						2,348						2,359
Total Long-lived assets						$	4,256					$	4,237					$	4,254

____________

(1)Long-lived assets include Property, plant and equipment, net and lease right-of-use assets.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

15.    Leases

The Company enters into leases for land, office space, warehouses and equipment. A number of the leases include one or more options to renew the lease terms, purchase the leased property or terminate the lease. The exercise of these options is at the Company’s discretion and is therefore recognized on the balance sheet when it is reasonably certain the Company will exercise such options. As the Company’s leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date.

Substantially all of the Company’s leases are considered operating leases. Finance leases were not material as of December 31, 2021 and 2020.

As of December 31, 2021 and 2020, the Company’s right-of use assets and liabilities for operating leases were as follows:

						2021						2020
Other assets						$	527					$	521
Other accruals						137						137
Other liabilities						451						476
Total operating lease liabilities						$	588					$	613

Lease liabilities for operating leases as of December 31, 2021 were as follows:

2022			$	156
2023			109
2024			76
2025			61
2026			48
Thereafter			235
Total lease commitments			$	685
Less: Interest			(97)
Present value of lease liabilities			$	588

The components of the Company’s operating lease cost for the twelve months ended December 31, 2021 and 2020 were as follows:

						2021						2020
Operating lease cost						$	142					$	155
Short-term lease cost						7						3
Variable lease cost						20						20
Sublease Income						(1)						—
Total lease cost						$	168					$	178

Short-term lease cost represents the Company’s cost with respect to leases with a duration of 12 months or less and is not reflected on the Company’s Consolidated Balance Sheets. Variable lease costs are comprised of costs, such as the Company’s proportionate share of actual costs for utilities, common area maintenance, property taxes and insurance, that are not included in the lease liability and are recognized in the period in which they are incurred.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

Supplemental cash flow information related to operating leases for the twelve months ended December 31, 2021 and 2020 was as follows:

▪Payments against amounts included in the measurement of lease liabilities: $173 and $193, respectively

▪Lease assets obtained in exchange for lease liabilities: $197 and $163, respectively.

As of December 31, 2021 and 2020, the weighted-average remaining lease term for operating leases was 8 and 8 years, respectively, and the weighted-average discount rate for operating leases was 4.0% and 4.2%, respectively.

There were no material operating leases that the Company had entered into and that were yet to commence as of December 31, 2021.

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

16.    Supplemental Income Statement Information

Other (income) expense, net						2021						2020						2019
Global Growth and Efficiency Program						$	—					$	(13)					$	57
Amortization of intangible assets						89						88						62
Equity income						(12)						(12)						(9)
Value-added tax matter in Brazil						(26)						—						(30)
Write-off of certain investments and fixed assets						10						—						51
Acquisition-related costs						—						2						21
Charges for a change in go-to-market strategy in certain countries						—						—						15
Other, net						4						48						29
Total Other (income) expense, net						$	65					$	113					$	196

Interest (income) expense, net						2021						2020						2019
Interest incurred						$	195					$	184					$	193
Interest capitalized						(3)						(1)						(1)
Interest income						(17)						(19)						(47)
Total Interest (income) expense, net						$	175					$	164					$	145

						2021						2020						2019
Research and development						$	307					$	290					$	281
Advertising						$	2,021					$	1,948					$	1,694

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

17.    Supplemental Balance Sheet Information

Inventories by major class are as follows at December 31:

Inventories						2021						2020
Raw materials and supplies						$	505					$	454
Work-in-process						39						45
Finished goods						1,248						1,256
Total Inventories, net						$	1,792					$	1,755
Non-current inventory, net						(100)						(82)
Current Inventories, net						$	1,692					$	1,673

Inventories valued under LIFO amounted to $410 and $439 at December 31, 2021 and 2020, respectively. The excess of current cost over LIFO cost at the end of each year was $60 and $65, respectively. The liquidations of LIFO inventory quantities had no material effect on income in 2021, 2020 and 2019. Inventory classified as non-current at December 31, 2021 was recorded on the Consolidated Balance Sheets as “Other assets.”

Property, plant and equipment, net						2021						2020
Land						$	163					$	166
Buildings						1,603						1,623
Manufacturing machinery and equipment						5,527						5,409
Other equipment						1,606						1,553
						8,899						8,751
Accumulated depreciation						(5,169)						(5,035)
Total Property, plant and equipment, net						$	3,730					$	3,716

Other accruals						2021						2020
Accrued advertising and coupon redemption						$	709					$	728
Accrued payroll and employee benefits						353						401
Accrued taxes other than income taxes						118						116
Restructuring accrual						7						21
Pension and other retiree benefits						87						89
Lease liabilities due in one year						137						137
Accrued interest						38						39
Derivatives						6						93
Other						630						717
Total Other accruals						$	2,085					$	2,341

Other liabilities						2021						2020
Pension and other retiree benefits						$	1,722					$	1,815
Restructuring accrual						2						10
Long-term lease liabilities						451						476
Other						254						354
Total Other liabilities						$	2,429					$	2,655

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COLGATE-PALMOLIVE COMPANY

 Notes to Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

18.    Supplemental Other Comprehensive Income (Loss) Information

Other comprehensive income (loss) components attributable to Colgate-Palmolive Company before tax and net of tax during the years ended December 31 were as follows:

						2021									2020									2019
						Pretax			Net of Tax						Pretax			Net of Tax						Pretax			Net of Tax
Cumulative translation adjustments						$	(99)		$	(191)					$	(119)		$	(30)					$	49		$	27
Pension and other benefits:
Net actuarial gain (loss), prior    service costs and settlements    during the period						102			71						(125)			(97)						(204)			(154)
Amortization of net actuarial loss,    transition and prior service costs(1)						82			63						74			57						72			54
Retirement Plan and other retiree benefit adjustments						184			134						(51)			(40)						(132)			(100)
Cash flow hedges:
Unrealized gains (losses) on cash flow    hedges						13			10						(3)			(2)						(9)			(7)
Reclassification of (gains) losses    into net earnings on cash flow    hedges(2)						7			6						—			—						(6)			(5)
Gains (losses) on cash flow hedges						20			16						(3)			(2)						(15)			(12)
Total Other comprehensive income (loss)						$	105		$	(41)					$	(173)		$	(72)					$	(98)		$	(85)

_________

(1)These components of Other comprehensive income (loss) are included in the computation of total pension cost. See Note 10, Retirement Plans and Other Retiree Benefits for additional details.

(2)These (gains) losses are reclassified into Cost of sales. See Note 7, Fair Value Measurements and Financial Instruments for additional details.

There were no tax impacts on Other comprehensive income (loss) attributable to Noncontrolling interests.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) is comprised of cumulative foreign currency translation gains and losses, unrecognized pension and other retiree benefit costs and unrealized gains and losses from derivative instruments designated as cash flow hedges. At December 31, 2021 and 2020, Accumulated other comprehensive income (loss) consisted primarily of aftertax unrecognized pension and other retiree benefit costs of $1,044 and $1,178, respectively, and cumulative foreign currency translation adjustments of $3,349 and $3,158, respectively. Foreign currency translation adjustments in 2021 primarily reflect losses from the euro, Brazilian real, Thailand bhat and Turkish lira. Foreign currency translation adjustments in 2020 primarily reflect loss from the Brazilian real and the Mexican peso.

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COLGATE-PALMOLIVE COMPANY

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(Dollars in Millions)

												Additions
						Balance at Beginning of Period						Charged to Costs and Expenses						Other						Deductions						Balance at End of Period
Year Ended December 31, 2021
Allowance for doubtful accounts and estimated returns						$	89					$	35					$	—					$	46					$	78
Valuation allowance for deferred tax assets						$	96					$	27					$	—					$	3					$	120
Year Ended December 31, 2020
Allowance for doubtful accounts and estimated returns						$	76					$	16					$	—					$	3					$	89
Valuation allowance for deferred tax assets						$	115					$	31					$	—					$	50					$	96
Year Ended December 31, 2019
Allowance for doubtful accounts and estimated returns						$	82					$	6					$	—					$	12					$	76
Valuation allowance for deferred tax assets						$	54					$	68					$	—					$	7					$	115

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COLGATE-PALMOLIVE COMPANY

Market Information

The Company’s common stock is listed on the New York Stock Exchange, and its trading symbol is CL.

Stock Price Performance Graphs

    The following graphs compare cumulative total shareholder returns on Colgate-Palmolive Company common stock against the S&P Composite-500 Stock Index and a peer company index for the twenty-year, ten-year and five-year periods each ended December 31, 2021. The peer company index is comprised of consumer products companies that have both domestic and international businesses. For 2021, the peer company index consisted of Campbell Soup Company, The Clorox Company, The Coca-Cola Company, ConAgra Brands, Inc., The Estee Lauder Companies, Inc., General Mills, Inc., Johnson & Johnson, Kellogg Company, Kimberly-Clark Corporation, The Kraft Heinz Company, Mondelez International, Inc., PepsiCo, Inc., The Procter & Gamble Company, Reckitt Benckiser Group plc and Unilever PLC.

    These performance graphs do not constitute soliciting material, are not deemed filed with the SEC and are not incorporated by reference in any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates these performance graphs by reference therein.

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