UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~___________________________~~________________________

FORM 10-Q

~~_________________________~~________________________

(Mark One)


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

For the quarterly period ended ~~September 30, 2022~~March 31, 2023


☐			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)

(212) 310-2000

(Registrant’s telephone number, including area code)

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

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

NO CHANGES

(Former name, former address and former fiscal year, if changed since last report)

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 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class

Shares Outstanding

Date

Common stock, $1.00 par value

~~835,214,210~~829,568,199

~~September 30, 2022~~March 31, 2023

PART I. FINANCIAL INFORMATION

COLGATE-PALMOLIVE COMPANY

Condensed Consolidated Statements of Income

(Dollars in Millions Except Per Share Amounts)

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2022		2021		2022		2021			2023		2022
Net sales	Net sales	$	4,455	$	4,414	$	13,338	$	13,018	Net sales	$	4,770	$	4,399
Cost of sales	Cost of sales	1,907		1,791		5,664		5,202		Cost of sales	2,058		1,827
Gross profit	Gross profit	2,548		2,623		7,674		7,816		Gross profit	2,712		2,572
Selling, general and administrative expenses	Selling, general and administrative expenses	1,634		1,636		4,932		4,809		Selling, general and administrative expenses	1,758		1,641
Other (income) expense, net	Other (income) expense, net	(33)		20		51		40		Other (income) expense, net	45		71
Operating profit	Operating profit	947		967		2,691		2,967		Operating profit	909		860
Non-service related postretirement costs	Non-service related postretirement costs	15		16		65		52		Non-service related postretirement costs	294		38
Interest (income) expense, net	Interest (income) expense, net	40		98		98		152		Interest (income) expense, net	54		27
Income before income taxes	Income before income taxes	892		853		2,528		2,763		Income before income taxes	561		795
Provision for income taxes	Provision for income taxes	210		172		604		613		Provision for income taxes	147		192
Net income including noncontrolling interests	Net income including noncontrolling interests	682		681		1,924		2,150		Net income including noncontrolling interests	414		603
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	64		47		144		132		Less: Net income attributable to noncontrolling interests	42		44
Net income attributable to Colgate-Palmolive Company	Net income attributable to Colgate-Palmolive Company	$	618	$	634	$	1,780	$	2,018	Net income attributable to Colgate-Palmolive Company	$	372	$	559

Earnings per common share, basic	Earnings per common share, basic	$	0.74	$	0.75	$	2.12	$	2.39	Earnings per common share, basic	$	0.45	$	0.67

Earnings per common share, diluted	Earnings per common share, diluted	$	0.74	$	0.75	$	2.12	$	2.38	Earnings per common share, diluted	$	0.45	$	0.66

See Notes to Condensed Consolidated Financial Statements.

COLGATE-PALMOLIVE COMPANY

~~Condensed Consolidated Statements~~COLGATE-PALMOLIVE COMPANY

(Exact name of ~~Comprehensive Income~~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)

(212) 310-2000

(~~Dollars in Millions)~~

~~(Unaudited)~~

Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net income including noncontrolling interests $ 682 $ 681 $ 1,924 $ 2,150
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments (161) (116) (227) (168)
Retirement plans and other retiree benefit adjustments 298 31 327 49
Gains (losses) on cash flow hedges (26) 17 75 25
Total Other comprehensive income (loss), net of tax 111 (68) 175 (94)
Total Comprehensive income including noncontrolling interests 793 613 2,099 2,056
Less: Net income attributable to noncontrolling interests 64 47 144 132
Less: Cumulative translation adjustments attributable to noncontrolling interests (16) (2) (32) (5)
Total Comprehensive income attributable to noncontrolling interests 48 45 112 127
Total Comprehensive income attributable to Colgate-Palmolive Company $ 745 $ 568 $ 1,987 $ 1,929

~~See Notes to Condensed Consolidated Financial Statements.~~Registrant’s telephone number, including area code)

3Securities 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

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

NO CHANGES

(Former name, former address and former fiscal year, if changed since last report)


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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class

Shares Outstanding

Date

Common stock, $1.00 par value

829,568,199

March 31, 2023

~~COLGATE-PALMOLIVE COMPANY~~

~~Condensed Consolidated Balance Sheets~~

~~(Dollars in Millions)~~

~~(Unaudited)~~

September 30,
2022 December 31,
2021
Assets
Current Assets
Cash and cash equivalents $ 938 $ 832
Receivables (net of allowances of $67 and $78, respectively) 1,425 1,297
Inventories 2,073 1,692
Other current assets 842 576
Total current assets 5,278 4,397
Property, plant and equipment:
Cost 9,318 8,899
Less: Accumulated depreciation (5,195) (5,169)
4,123 3,730
Goodwill 3,538 3,284
Other intangible assets, net 2,219 2,462
Deferred income taxes 182 193
Other assets 948 974
Total assets $ 16,288 $ 15,040
Liabilities and Shareholders’ Equity
Current Liabilities
Notes and loans payable $ 16 $ 39
Current portion of long-term debt 13 12
Accounts payable 1,541 1,479
Accrued income taxes 433 436
Other accruals 2,489 2,085
Total current liabilities 4,492 4,051
Long-term debt 8,219 7,194
Deferred income taxes 551 395
Other liabilities 1,973 2,429
Total liabilities 15,235 14,069
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 3,518 3,269
Retained earnings 24,566 24,350
Accumulated other comprehensive income (loss) (4,179) (4,386)
Unearned compensation — (1)
Treasury stock, at cost (24,749) (24,089)
Total Colgate-Palmolive Company shareholders’ equity 622 609
Noncontrolling interests 431 362
Total equity 1,053 971
Total liabilities and equity $ 16,288 $ 15,040

~~See Notes to Condensed Consolidated Financial Statements.~~PART I.FINANCIAL INFORMATION

COLGATE-PALMOLIVE COMPANY

Condensed Consolidated Statements of ~~Cash Flows~~Income

(Dollars in ~~Millions)~~Millions Except Per Share Amounts)

(Unaudited)

Nine Months Ended
September 30,
2022 2021
Operating Activities
Net income including noncontrolling interests $ 1,924 $ 2,150
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operations:
Depreciation and amortization 410 414
Restructuring and termination benefits, net of cash 51 (19)
Stock-based compensation expense 105 107
Gain on the sale of land (47) —
Forward starting swap settlement 82 —
Loss on early extinguishment of debt — 75
Deferred income taxes (13) (146)
Cash effects of changes in:
Receivables (171) (198)
Inventories (422) (37)
Accounts payable and other accruals 9 (107)
Other non-current assets and liabilities (45) (20)
Net cash provided by (used in) operations 1,883 2,219
Investing Activities
Capital expenditures (475) (374)
Purchases of marketable securities and investments (239) (118)
Proceeds from sale of marketable securities and investments 55 55
Payment for acquisitions, net of cash acquired (817) —
Proceeds from the sale of land 47 —
Other investing activities 1 (25)
Net cash provided by (used in) investing activities (1,428) (462)
Financing Activities
Short-term borrowing (repayment) less than 90 days, net (56) 205
Principal payments of debt (2) (118)
Proceeds from issuance of debt 1,513 119
Dividends paid (1,206) (1,183)
Purchases of treasury shares (895) (964)
Proceeds from exercise of stock options 398 282
Other financing activities (38) (9)
Net cash provided by (used in) financing activities (286) (1,668)
Effect of exchange rate changes on Cash and cash equivalents (63) (19)
Net increase (decrease) in Cash and cash equivalents 106 70
Cash and cash equivalents at beginning of the period 832 888
Cash and cash equivalents at end of the period $ 938 $ 958
Supplemental Cash Flow Information
Income taxes paid $ 690 $ 742

~~See Notes to Condensed Consolidated Financial Statements.~~


	Three Months Ended
	March 31,
	2023		2022
Net sales	$	4,770	$	4,399
Cost of sales	2,058		1,827
Gross profit	2,712		2,572
Selling, general and administrative expenses	1,758		1,641
Other (income) expense, net	45		71
Operating profit	909		860
Non-service related postretirement costs	294		38
Interest (income) expense, net	54		27
Income before income taxes	561		795
Provision for income taxes	147		192
Net income including noncontrolling interests	414		603
Less: Net income attributable to noncontrolling interests	42		44
Net income attributable to Colgate-Palmolive Company	$	372	$	559

Earnings per common share, basic	$	0.45	$	0.67

Earnings per common share, diluted	$	0.45	$	0.66

~~COLGATE-PALMOLIVE COMPANY~~

~~Condensed Consolidated Statements of Changes in Shareholders~~’ ~~Equity~~

~~(Dollars in Millions)~~

~~(Unaudited)~~

Three Months Ended September 30, 2022
Colgate-Palmolive Company Shareholders’ Equity
Common
Stock Additional
Paid-in
Capital Unearned
Compensation Treasury
Stock Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)(1)
Noncontrolling
Interests
Balance, June 30, 2022 $ 1,466 $ 3,402 $ — $ (24,736) $ 24,342 $ (4,306) $ 390
Net income — — — — 618 — 64
Other comprehensive income (loss), net of tax — — — — — 127 (16)
Dividends ($0.47 per share) — — — — (394) — —
Stock-based compensation expense — 60 — — — — —
Shares issued for stock options — 73 — 73 — — —
Shares issued for restricted stock units — (16) — 16 — — —
Treasury stock acquired — — — (104) — — —
Other — (1) — 2 — — (7)
Balance, September 30, 2022 $ 1,466 $ 3,518 $ — $ (24,749) $ 24,566 $ (4,179) $ 431

Three Months Ended September 30, 2021
Colgate-Palmolive Company Shareholders’ Equity
Common
Stock Additional
Paid-in
Capital Unearned
Compensation Treasury
Stock Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)(1)
Noncontrolling
Interests
Balance June 30, 2021 $ 1,466 $ 3,085 $ — $ (23,665) $ 23,946 $ (4,368) $ 398
Net income — — — — 634 — 47
Other comprehensive income (loss), net of tax — — — — — (66) (2)
Dividends ($0.45 per share) — — — — (379) — (7)
Stock-based compensation expense — 49 — — — — —
Shares issued for stock options — 53 — 87 — — —
Shares issued for restricted stock units — (14) — 14 — — —
Treasury stock acquired — — — (251) — — —
Other — 1 — (1) — — —
Balance, September 30, 2021 $ 1,466 $ 3,174 $ — $ (23,816) $ 24,201 $ (4,434) $ 436

~~(1)~~ Accumulated other comprehensive income (loss) includes cumulative translation losses of $3,545 at September 30, 2022 ($3,321 at September 30, 2021) and $3,398 at June 30, 2022 ($3,207 at June 30, 2021), respectively, and unrecognized retirement plan and other retiree benefits costs of $717 at September 30, 2022 ($1,129 at September 30, 2021) and $1,015 at June 30, 2022 ($1,160 at June 30, 2021), respectively.

See Notes to Condensed Consolidated Financial Statements.

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)

(212) 310-2000

(Registrant’s telephone number, including area code)

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

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

NO CHANGES

(Former name, former address and former fiscal year, if changed since last report)


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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class

Shares Outstanding

Date

Common stock, $1.00 par value

829,568,199

March 31, 2023

PART I.FINANCIAL INFORMATION

COLGATE-PALMOLIVE COMPANY

Condensed Consolidated Statements of Income

(Dollars in Millions Except Per Share Amounts)

(Unaudited)


	Three Months Ended
	March 31,
	2023		2022
Net sales	$	4,770	$	4,399
Cost of sales	2,058		1,827
Gross profit	2,712		2,572
Selling, general and administrative expenses	1,758		1,641
Other (income) expense, net	45		71
Operating profit	909		860
Non-service related postretirement costs	294		38
Interest (income) expense, net	54		27
Income before income taxes	561		795
Provision for income taxes	147		192
Net income including noncontrolling interests	414		603
Less: Net income attributable to noncontrolling interests	42		44
Net income attributable to Colgate-Palmolive Company	$	372	$	559

Earnings per common share, basic	$	0.45	$	0.67

Earnings per common share, diluted	$	0.45	$	0.66

See Notes to Condensed Consolidated Financial Statements.

COLGATE-PALMOLIVE COMPANY

Condensed Consolidated Statements of Comprehensive Income

(Dollars in Millions)

(Unaudited)


	Three Months Ended
	March 31,
	2023		2022
Net income including noncontrolling interests	$	414	$	603
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	43		80
Retirement plans and other retiree benefit adjustments	7		14
Gains (losses) on cash flow hedges	6		41
Total Other comprehensive income (loss), net of tax	56		135
Total Comprehensive income including noncontrolling interests	470		738
Less: Net income attributable to noncontrolling interests	42		44
Less: Cumulative translation adjustments attributable to noncontrolling interests	(16)		(2)
Total Comprehensive income attributable to noncontrolling interests	26		42
Total Comprehensive income attributable to Colgate-Palmolive Company	$	444	$	696

See Notes to Condensed Consolidated Financial Statements.

COLGATE-PALMOLIVE COMPANY

Condensed Consolidated Balance Sheets

(Dollars in Millions)

(Unaudited)


	March 31, 2023		December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	867	$	775
Receivables (net of allowances of $81 and $70, respectively)	1,590		1,504
Inventories	2,110		2,074
Other current assets	899		760
Total current assets	5,466		5,113
Property, plant and equipment:
Cost	9,815		9,583
Less: Accumulated depreciation	(5,452)		(5,276)
	4,363		4,307
Goodwill	3,375		3,352
Other intangible assets, net	1,918		1,920
Deferred income taxes	179		135
Other assets	872		904
Total assets	$	16,173	$	15,731
Liabilities and Shareholders’ Equity
Current Liabilities
Notes and loans payable	$	22	$	11
Current portion of long-term debt	15		14
Accounts payable	1,609		1,551
Accrued income taxes	297		317
Other accruals	2,498		2,111
Total current liabilities	4,441		4,004
Long-term debt	8,870		8,741
Deferred income taxes	421		383
Other liabilities	2,016		1,797
Total liabilities	15,748		14,925
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	3,603		3,546
Retained earnings	24,153		24,573
Accumulated other comprehensive income (loss)	(3,983)		(4,055)
Unearned compensation	—		(1)
Treasury stock, at cost	(25,245)		(25,128)
Total Colgate-Palmolive Company shareholders’ equity	(6)		401
Noncontrolling interests	431		405
Total equity	425		806
Total liabilities and equity	$	16,173	$	15,731

See Notes to Condensed Consolidated Financial Statements.

COLGATE-PALMOLIVE COMPANY

Condensed Consolidated Statements of Cash Flows

(Dollars in Millions)

(Unaudited)


	Three Months Ended
	March 31,
	2023		2022
Operating Activities
Net income including noncontrolling interests	$	414	$	603
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operations:
Depreciation and amortization	128		138
ERISA litigation matter	267		—
Restructuring and termination benefits, net of cash	(7)		81
Stock-based compensation expense	14		29



Deferred income taxes	(20)		(7)

Cash effects of changes in:
Receivables	(57)		(197)
Inventories	(24)		(215)
Accounts payable and other accruals	(2)		(28)
Other non-current assets and liabilities	22		(18)
Net cash provided by (used in) operations	735		386
Investing Activities
Capital expenditures	(163)		(122)
Purchases of marketable securities and investments	(112)		(36)
Proceeds from sale of marketable securities and investments	14		14


Other investing activities	(3)		3
Net cash provided by (used in) investing activities	(264)		(141)
Financing Activities
Short-term borrowing (repayment) less than 90 days, net	(927)		413
Principal payments of debt	(500)		—
Proceeds from issuance of debt	1,495		5
Dividends paid	(390)		(378)
Purchases of treasury shares	(180)		(410)
Proceeds from exercise of stock options	122		171

Other financing activities	5		(5)
Net cash provided by (used in) financing activities	(375)		(204)
Effect of exchange rate changes on Cash and cash equivalents	(4)		4
Net increase (decrease) in Cash and cash equivalents	92		45
Cash and cash equivalents at beginning of the period	775		832
Cash and cash equivalents at end of the period	$	867	$	877
Supplemental Cash Flow Information
Income taxes paid	$	171	$	155

See Notes to Condensed Consolidated Financial Statements.

COLGATE-PALMOLIVE COMPANY

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Dollars in Millions)

(Unaudited)

Nine Months Ended September 30, 2022
Colgate-Palmolive Company Shareholders’ Equity
Common
Stock Additional
Paid-in
Capital Unearned
Compensation Treasury
Stock Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)(1)
Noncontrolling
Interests
Balance, December 31, 2021 $ 1,466 $ 3,269 $ (1) $ (24,089) $ 24,350 $ (4,386) $ 362
Net income — — — — 1,780 — 144
Other comprehensive income (loss), net of tax — — — — — 207 (32)
Dividends ($1.86 per share)* — — — — (1,564) — (42)
Stock-based compensation expense — 105 — — — — —
Shares issued for stock options — 181 — 194 — — —
Shares issued for restricted stock units — (39) — 39 — — —
Treasury stock acquired — — — (895) — — —
Other — 2 1 2 — — (1)
Balance, September 30, 2022 $ 1,466 $ 3,518 $ — $ (24,749) $ 24,566 $ (4,179) $ 431


Nine Months Ended September 30, 2021
Three Months Ended March 31, 2023																Three Months Ended March 31, 2023
		Colgate-Palmolive Company Shareholders’ Equity															Colgate-Palmolive Company Shareholders’ Equity
		Common Stock		Additional Paid-in Capital		Unearned Compensation		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)(1)		Noncontrolling Interests			Common Stock		Additional Paid-in Capital		Unearned Compensation		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)(1)		Noncontrolling Interests
Balance, December 31, 2020		$	1,466	$	2,969	$	(1)	$	(23,045)	$	23,699	$	(4,345)	$	358
Balance, December 31, 2022																Balance, December 31, 2022	$	1,466	$	3,546	$	(1)	$	(25,128)	$	24,573	$	(4,055)	$	405
Net income	Net income	—		—		—		—		2,018		—		132		Net income	—		—		—		—		372		—		42
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	—		—		—		—		—		(89)		(5)		Other comprehensive income (loss), net of tax	—		—		—		—		—		72		(16)
Dividends ($1.79 per share)*		—		—		—		—		(1,516)		—		(49)
Dividends ($0.95 per share) *																Dividends ($0.95 per share) *	—		—		—		—		(792)		—		—
Stock-based compensation expense	Stock-based compensation expense	—		107		—		—		—		—		—		Stock-based compensation expense	—		14		—		—		—		—		—
Shares issued for stock options	Shares issued for stock options	—		120		—		167		—		—		—		Shares issued for stock options	—		54		—		50		—		—		—
Shares issued for restricted stock units	Shares issued for restricted stock units	—		(26)		—		26		—		—		—		Shares issued for restricted stock units	—		(13)		—		13		—		—		—
Treasury stock acquired	Treasury stock acquired	—		—		—		(964)		—		—		—		Treasury stock acquired	—		—		—		(180)		—		—		—

Other	Other	—		4		1		—		—		—		—		Other	—		2		1		—		—		—		—
Balance, September 30, 2021		$	1,466	$	3,174	$	—	$	(23,816)	$	24,201	$	(4,434)	$	436
Balance, March 31, 2023																Balance, March 31, 2023	$	1,466	$	3,603	$	—	$	(25,245)	$	24,153	$	(3,983)	$	431


Three Months Ended March 31, 2022
	Colgate-Palmolive Company Shareholders’ Equity
	Common Stock		Additional Paid-in Capital		Unearned Compensation		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)(1)		Noncontrolling Interests
Balance December 31, 2021	$	1,466	$	3,269	$	(1)	$	(24,089)	$	24,350	$	(4,386)	$	362
Net income	—		—		—		—		559		—		44
Other comprehensive income (loss), net of tax	—		—		—		—		—		137		(2)
Dividends ($0.92 per share) *	—		—		—		—		(760)		—		—
Stock-based compensation expense	—		29		—		—		—		—		—
Shares issued for stock options	—		77		—		77		—		—		—
Shares issued for restricted stock units	—		(22)		—		22		—		—		—
Treasury stock acquired	—		—		—		(410)		—		—		—

Other	—		2		1		(1)		—		1		3
Balance, March 31, 2022	$	1,466	$	3,355	$	—	$	(24,401)	$	24,149	$	(4,248)	$	407

(1) Accumulated other comprehensive income (loss) includes cumulative translation losses of ~~$3,545~~$3,431 at ~~September 30, 2022~~March 31, 2023 ($~~3,321~~3,269 at ~~September 30, 2021)~~March 31, 2022) and ~~$3,349~~$3,491 at December 31, ~~2021~~2022 ($~~3,158~~3,349 at December 31, ~~2020)~~2021), respectively, and unrecognized retirement plan and other retiree benefits costs of ~~$717~~$624 at ~~September 30, 2022~~March 31, 2023 ($~~1,129~~1,030 at ~~September 30, 2021)~~March 31, 2022) and ~~$1,044~~$631 at December 31, ~~2021~~2022 ($~~1,178~~1,044 at December 31, ~~2020)~~2021), respectively.

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

See Notes to Condensed Consolidated Financial Statements.

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

1. Basis of Presentation

The Condensed Consolidated Financial Statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair statement of the results for interim periods. Results of operations for interim periods may not be representative of results to be expected for a full year. Colgate-Palmolive Company (together with its subsidiaries, the “Company” or “Colgate”) reclassifies certain prior year amounts, as applicable, to conform to the current year presentation.

For a complete set of financial statement notes, including the Company’s significant accounting policies, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the Securities and Exchange Commission (the “SEC”).

2. Use of Estimates

Provisions for certain expenses, including income taxes, advertising and consumer promotion, are based on full year assumptions and are included in the accompanying Condensed Consolidated Financial Statements in proportion with estimated annual tax rates, the passage of time or estimated annual sales, as applicable.

3. Recent Accounting Pronouncements

In ~~September 2022,~~March 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-01, “Leases (Topic 842): Common Control Arrangements.” This ASU clarified the accounting for leasehold improvements for leases under common control. The guidance is effective for the Company beginning on January 1, 2024 and is not expected to have a material impact on the Company's Consolidated Financial Statements.

In September 2022, the FASB issued ASU No. 2022-04, “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” This ASU requires a buyer that uses supplier finance programs to make annual disclosures about the programs’ key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated rollforward information. The guidance iswas effective for the Company beginning on January 1, 2023, except for the rollforward information, which is effective beginning on January 1, 2024. ~~The Company~~This guidance has not had and is ~~currently evaluating the impact of the new guidance and does~~ not ~~expect it~~expected to have a material impact on the Company’s Consolidated Financial Statements. See Note 13, Supplier Finance Programs for additional information.

In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” This ASU eliminates the accounting guidance for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. The amendments also require disclosure of current-period gross write-offs by year of origination for financing receivables. This guidance iswas effective for the Company beginning on January 1, 2023 and isdid not ~~expected to~~ have a material impact on the Company’s Consolidated Financial Statements.

In March 2022, the FASB issued ASU No. 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method.” This ASU clarifies the accounting and promotes consistency in reporting for hedges where the portfolio layer method is applied. This guidance iswas effective for the Company beginning on January 1, 2023 and ~~is not expected to have an impact on the Company’s Consolidated Financial Statements.~~

In November 2021, the FASB issued 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 was effective for the Company beginning on January 1, 2022 and did not have ~~a material~~an 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 iswas effective for the Company beginning on January 1, 2023 and isdid not ~~expected to~~ have ~~a material~~an impact on the Company’s Consolidated Financial Statements.

~~COLGATE-PALMOLIVE COMPANY~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(Dollars in Millions Except Share and Per Share Amounts)~~

~~(Unaudited)~~

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,” which 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. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” which clarified that certain optional expedients and

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

exceptions in Topic 848 apply to derivatives that are affected by the discounting transition due to reference rate reform. ~~These ASUs were effective upon issuance and can be applied prospectively for contract modifications and hedging relationships through~~In December 2022, the FASB issued ASU No. 2022-06,“Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” which defers the sunset date of Topic 848 from December 31, ~~2022.~~2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief under Topic 848. The Company has completed its evaluation of significant contracts under this ASU. Certain of the reviewed contracts have been modified and the remaining reviewed contracts will be modified, where necessary, to apply a new reference rate, primarily the Secured Overnight Financing Rate (SOFR). Accordingly, the guidance has not had and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

4. Acquisitions

Red Collar Pet Foods

On September 30, 2022, the Company acquired a business ~~which~~that operates three dry pet food manufacturing plants in the United States from Red Collar Pet Foods Holdings, Inc. and Red Collar Pet Foods Holdings, L.P. (collectively, “Red Collar Pet Foods”) for cash consideration of ~~$727 in order~~$719 to further support the global growth of its Hill’s Pet Nutrition business. The acquisition was financed with a combination of debt and cash and accounted for as a business combination in accordance with ASC 805.

~~The total~~During the fourth quarter of 2022, the Company finalized its purchase price allocation and the final purchase price of ~~$727 has been~~$719 was allocated to the net assets acquired based on their respective estimated fair values as follows:


Inventories	$	2933
Property, plant and equipment	~~372~~362
Goodwill	~~407~~418
Current liabilities	~~(3)~~(5)
Intangible liability	(16)
Deferred income taxes	~~(62)~~(73)
Fair value of net assets acquired	$	~~727~~719

Goodwill of ~~$407~~$418 was allocated to the Pet Nutrition segment. Goodwill will not be deductible for tax purposes.

The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in adjustments to the preliminary values discussed above. The Company expects to finalize the purchase price allocation no later than third quarter of 2023.

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

Nutriamo S.r.l.

On April 28, 2022, the Company acquired ~~the~~a business that operates a pet food manufacturing ~~assets of~~plant from Nutriamo S.r.l. ~~(“Nutriamo”)~~, a canned pet food manufacturer based in Italy, which gives the Company additional capacity for the Hill’s wet pet nutrition diets, particularly in Europe. This acquisition was accounted for as a business combination in accordance with ASC 805. The impact of this acquisition on the Company’s Consolidated Financial Statements was not material.

109

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

5. Restructuring and Related Implementation Charges

Implementation of the 2022 Global Productivity Initiative, which is ~~now~~ expected to be substantially completed by mid-year 2024, is ~~still~~ estimated to result in cumulative pretax charges, once all phases are approved and implemented, in the range of $200 to $240 ($170 to $200 aftertax), which is currently estimated to be comprised of the following: employee-related costs, including severance, pension and other termination benefits ~~(75%~~(80%); asset-related costs, primarily accelerated depreciation and asset write-downs ~~(15%~~(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 80% to 90% of the charges will result in cash expenditures.

It is expected that the cumulative pretax charges, once all projects are approved and implemented, will relate to initiatives undertaken in North America (5%), Latin America (10%), Europe (45%), Asia Pacific (5%), Africa/Eurasia ~~(15%~~(10%), Hill’s Pet Nutrition ~~(5%~~(10%) and Corporate (15%).

For the three months ended ~~September 30,~~March 31, 2023, charges resulting from the 2022 Global Productivity Initiative were $6 pretax ($5 aftertax). For the three months ended March 31, 2022, charges resulting from the 2022 Global Productivity Initiative were $2$82 pretax ($265 aftertax).

~~For the nine months ended September 30, 2022, charges resulting from the 2022 Global Productivity Initiative are reflected in the income statement as follows:~~


	~~Nine Months Ended September 30,~~
		~~2022~~

~~Selling, general and administrative expenses~~		4
~~Other (income) expense, net~~		75
~~Non-service related postretirement costs~~		13
~~Total 2022 Global Productivity Initiative charges, pretax~~		$	92

~~Total 2022 Global Productivity Initiative charges, aftertax~~		$	72


	Three Months Ended March 31,
	2023		2022


Other (income) expense, net	$	5	$	63
Non-service related postretirement costs	1		19
Total 2022 Global Productivity Initiative charges, pretax	$	6	$	82

Total 2022 Global Productivity Initiative charges, aftertax	$	5	$	65

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

Total charges incurred for the 2022 Global Productivity Initiative relate to initiatives undertaken by the following reportable operating segments:

~~Nine Months Ended September 30,~~


	Three Months Ended March 31,				Program-to-date Accumulated Charges
	2023		2022
North America	7	%	13	%	10	%
Latin America	11	%	15	%	18	%
Europe	15	%	18	%	18	%
Asia Pacific	6	%	11	%	9	%
Africa/Eurasia	13	%	4	%	11	%
Hill's Pet Nutrition	16	%	9	%	12	%
Corporate	32	%	30	%	22	%
Total	100	%	100	%	100	%

~~2022~~

~~North America~~

~~Latin America~~

~~Europe~~

~~Asia Pacific~~

~~Africa/Eurasia~~

~~Hill's Pet Nutrition~~

~~Corporate~~

~~Total~~

~~100~~

1110

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

Since the inception of the 2022 Global Productivity Initiative, the Company has incurred cumulative pretax charge of $116 ($92 aftertax) in connection with the implementation of various projects as follows:


	Cumulative Charges
	as of March 31, 2023
Employee-Related Costs	$	108
Incremental Depreciation	—
Asset Impairments	1
Other	7
Total	$	116

The following table summarizes the activity for the restructuring and related implementation charges discussed above and the related accruals:


		Nine Months Ended September 30, 2022											Three Months Ended March 31, 2023
		Employee-Related Costs		Incremental Depreciation		Asset Impairments		Other		Total			Employee-Related Costs		Incremental Depreciation		Asset Impairments		Other		Total
Balance at December 31, 2021		$	—	$	—	$	—	$	—	$	—
Balance at December 31, 2022												Balance at December 31, 2022	$	30	$	—	$	1	$	3	$	34
Charges	Charges	89		—		—		3		92		Charges	6		—		—		—		6
Cash Payments	Cash Payments	(36)		—		—		(2)		(38)		Cash Payments	(13)		—		—		(1)		(14)
Charges against assets	Charges against assets	(13)		—		—		—		(13)		Charges against assets	(1)		—		—		—		(1)
Foreign exchange	Foreign exchange	(2)		—		—		—		(2)		Foreign exchange	—		—		—		—		—
Balance at September 30, 2022		$	38	$	—	$	—	$	1	$	39
Balance at March 31, 2023												Balance at March 31, 2023	$	22	$	—	$	1	$	2	$	25

Employee-Related Costs primarily include severance and other termination benefits and are calculated based on long-standing benefit practices, written severance policies, local statutory requirements and, in certain cases, voluntary termination arrangements. Employee-Related Costs also include pension enhancements of ~~$13~~$1 for the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, which are reflected as Charges against assets within Employee-Related Costs in the preceding tables as the corresponding balance sheet amounts are reflected as a reduction of pension assets or an increase in pension liabilities.

6. Inventories

Inventories by major class ~~were~~are as follows:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Raw materials and supplies	Raw materials and supplies	$	551	$	505	Raw materials and supplies	$	653	$	666
Work-in-process	Work-in-process	51		39		Work-in-process	55		48
Finished goods	Finished goods	1,572		1,248		Finished goods	1,536		1,508
Total Inventories, net	Total Inventories, net	$	2,174	$	1,792	Total Inventories, net	$	2,244	$	2,222
Non-current inventory, net	Non-current inventory, net	$	(101)	$	(100)	Non-current inventory, net	$	(134)	$	(148)
Current Inventories, net	Current Inventories, net	$	2,073	$	1,692	Current Inventories, net	$	2,110	$	2,074

1211

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

7. Earnings Per Share

For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ earnings per share were as follows:


		Three Months Ended											Three Months Ended
		September 30, 2022					September 30, 2021						March 31, 2023					March 31, 2022
		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		Net income attributable to Colgate-Palmolive Company		Shares (millions)	Per Share
Basic EPS	Basic EPS	$	618	835.7	$	0.74	$	634	843.6	$	0.75	Basic EPS	$	372	831.4	$	0.45	$	559	840.6	$	0.67
Stock options and restricted stock units	Stock options and restricted stock units			2.8					2.8			Stock options and restricted stock units			1.6					3.1
Diluted EPS	Diluted EPS	$	618	838.5	$	0.74	$	634	846.4	$	0.75	Diluted EPS	$	372	833.0	$	0.45	$	559	843.7	$	0.66

For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the average number of stock options and restricted stock units that were anti-dilutive and not included in diluted earnings per share calculations were ~~2,891,324~~13,671,978 and ~~2,318,391,~~4,107,848, respectively.

~~For the nine months ended September 30, 2022 and 2021, earnings per share were as follows:~~

Nine Months Ended
September 30, 2022 September 30, 2021
Net income attributable to Colgate-Palmolive Company Shares
(millions) Per
Share Net income attributable to Colgate-Palmolive Company Shares
(millions) Per
Share
Basic EPS $ 1,780 837.7 $ 2.12 $ 2,018 845.9 $ 2.39
Stock options and
restricted stock units
2.7 3.1
Diluted EPS $ 1,780 840.4 $ 2.12 $ 2,018 849.0 $ 2.38

For the nine months ended September 30, 2022 and 2021, the average number of stock options and restricted stock units that were anti-dilutive and not included in diluted earnings per share calculations were 3,709,818 and 2,763,779, respectively.

Basic and diluted earnings per share are computed independently for each quarter and any year-to-date period presented. As a result of changes in the number of shares outstanding during the year and rounding, the sum of the quarters’ earnings per share may not necessarily equal the earnings per share for any year-to-date period.

1312

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

8. Other Comprehensive Income (Loss)

Additions to and reclassifications out of Accumulated other comprehensive income (loss) attributable to the Company for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:


		2022				2021					2023				2022
		Pretax		Net of Tax		Pretax		Net of Tax			Pretax		Net of Tax		Pretax		Net of Tax
Cumulative translation adjustments	Cumulative translation adjustments	$	(93)	$	(145)	$	(83)	$	(114)	Cumulative translation adjustments	$	49	$	59	$	96	$	82
Retirement plans and other retiree benefits:	Retirement plans and other retiree benefits:									Retirement plans and other retiree benefits:
Net actuarial gain (loss) and prior service costs arising during the period	Net actuarial gain (loss) and prior service costs arising during the period	379		291		23		17		Net actuarial gain (loss) and prior service costs arising during the period	1		1		—		—
Amortization of net actuarial loss, transition and prior service costs (1)	Amortization of net actuarial loss, transition and prior service costs (1)	9		7		18		14		Amortization of net actuarial loss, transition and prior service costs (1)	8		6		18		14
Retirement plans and other retiree benefit adjustments	Retirement plans and other retiree benefit adjustments	388		298		41		31		Retirement plans and other retiree benefit adjustments	9		7		18		14
Cash flow hedges:	Cash flow hedges:									Cash flow hedges:
Unrealized gains (losses) on cash flow hedges	Unrealized gains (losses) on cash flow hedges	(28)		(23)		18		15		Unrealized gains (losses) on cash flow hedges	17		13		58		45
Reclassification of (gains) losses into net earnings on cash flow hedges (2)	Reclassification of (gains) losses into net earnings on cash flow hedges (2)	(4)		(3)		2		2		Reclassification of (gains) losses into net earnings on cash flow hedges (2)	(9)		(7)		(5)		(4)
Gains (losses) on cash flow hedges	Gains (losses) on cash flow hedges	(32)		(26)		20		17		Gains (losses) on cash flow hedges	8		6		53		41
Total Other comprehensive income (loss)	Total Other comprehensive income (loss)	$	263	$	127	$	(22)	$	(66)	Total Other comprehensive income (loss)	$	66	$	72	$	167	$	137

(1) These components of Other comprehensive income (loss) are included in the computation of total pension cost. See Note 9, Retirement Plans and Other Retiree Benefits for additional details.

(2) These (gains) losses are reclassified into Cost of sales. See Note 12, Fair Value Measurements and Financial Instruments for additional details.

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

~~Additions to and reclassifications out of Accumulated other comprehensive income (loss) attributable to the Company for the nine months ended September 30, 2022 and 2021 were as follows:~~

2022 2021
Pretax Net of Tax Pretax Net of Tax
Cumulative translation adjustments $ (67) $ (195) $ (111) $ (163)
Retirement plans and other retiree benefits:
Net actuarial gain (loss) and prior service costs arising during the period 379 291 — 2
Amortization of net actuarial loss, transition and prior service costs (1)
46 36 61 47
Retirement plans and other retiree benefit adjustments 425 327 61 49
Cash flow hedges:
Unrealized gains (losses) on cash flow hedges 113 88 22 17
Reclassification of (gains) losses into net earnings on cash flow hedges (2)
(15) (13) 9 8
Gains (losses) on cash flow hedges 98 75 31 25
Total Other comprehensive income (loss) $ 456 $ 207 $ (19) $ (89)

~~(1)These components of Other comprehensive income (loss) are included in the computation of total pension cost. See Note 9,~~9. Retirement Plans and Other Retiree Benefits ~~for additional details.~~

~~(2)~~ ~~These (gains) losses are reclassified into Cost of sales. See Note 12, Fair Value Measurements and Financial Instruments for additional details.~~

~~There~~Components of Net periodic benefit cost for the three months ended March 31, 2023 and 2022 were as follows:


	Three Months Ended March 31,
	Pension Benefits								Other Retiree Benefits
	United States				International
	2023		2022		2023		2022		2023		2022
Service cost	$	—	$	—	$	3	$	5	$	2	$	5
Interest cost	23		16		8		6		11		10
Expected return on plan assets	(20)		(25)		(4)		(6)		—		—
Amortization of actuarial loss (gain)	11		11		1		2		(4)		5
Net periodic benefit cost	$	14	$	2	$	8	$	7	$	9	$	20
Other postretirement charges	1		9		—		2		—		8
ERISA litigation matter	267		—		—		—		—		—
Total pension cost	$	282	$	11	$	8	$	9	$	9	$	28

Other postretirement charges for the three months ended March 31, 2023 and 2022 included pension and other charges amounting to $1 and $19, respectively, incurred pursuant to the 2022 Global Productivity Initiative.

For the three months ended March 31, 2023 and 2022, the Company made no ~~tax impacts on OCI attributable~~voluntary contributions to ~~Noncontrolling interests.~~

its U.S. postretirement plans.

1413

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

9.In the first quarter of 2023, the Company recorded a charge of $267 as a result of a decision of the United States Court of Appeals for the Second Circuit (the “Second Circuit”) affirming a grant of summary judgment to the plaintiffs in a lawsuit under the Employee Retirement ~~Plans~~Income Security Act seeking the recalculation of benefits and ~~Other Retiree Benefits~~other relief associated with a 2005 residual annuity amendment to the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Retirement Plan”). The decision will result in an increase in the obligations of the Retirement Plan, which based on the current funded status of the Retirement Plan will require no immediate cash contribution by the Company. The Company intends to seek further review by the United States Supreme Court. See Note 10, Contingencies for additional information.

~~Components of Net periodic benefit cost for the three and nine months ended September 30, 2022 and 2021 were as follows:~~

Three Months Ended September 30,
Pension Benefits Other Retiree Benefits
United States International
2022 2021 2022 2021 2022 2021
Service cost $ — $ — $ 2 $ 3 $ 5 $ 7
Interest cost 16 16 8 5 11 8
Expected return on plan assets (23) (27) (5) (4) — —
Amortization of actuarial loss (gain) 10 11 2 2 (3) 5
Net periodic benefit cost $ 3 $ — $ 7 $ 6 $ 13 $ 20
Other postretirement charges (1) — — — — —
Total pension cost $ 2 $ — $ 7 $ 6 $ 13 $ 20

Nine Months Ended September 30,
Pension Benefits Other Retiree Benefits
United States International
2022 2021 2022 2021 2022 2021
Service cost $ 1 $ 1 $ 10 $ 11 $ 16 $ 20
Interest cost 48 46 14 14 30 26
Expected return on plan assets (75) (81) (10) (14) (1) —
Amortization of actuarial loss (gain) 33 35 5 8 8 18
Net periodic benefit cost $ 7 $ 1 $ 19 $ 19 $ 53 $ 64
Other postretirement charges 12 — — — 1 —
Total pension cost $ 19 $ 1 $ 19 $ 19 $ 54 $ 64

Other postretirement charges for the three months ended September 30, 2022 included an adjustment of $1 related to the 2022 Global Productivity Initiative. Other postretirement charges for the nine months ended September 30, 2022 included pension and other charges of $13 incurred pursuant to the 2022 Global Productivity Initiative.

~~For the three and nine months ended September 30, 2022 and 2021, the Company made no voluntary contributions to its U.S. postretirement plans.~~

~~During~~In the third quarter of 2022, the Company amended its domestic postretirement plan to limit eligibility for certain existing employees and change the way medical coverage and subsidies are delivered for certain current and future retirees. As required, the Company remeasured the obligation for the domestic postretirement plan, which resulted in the reduction of the projected benefit obligation and a corresponding actuarial gain of $398. The reduction of the projected benefit obligation and actuarial gain were primarily due to an increase in the discount rate since December 31, 2021 and the impact of the plan amendment. The actuarial gain was recorded in Accumulated other comprehensive income and will be amortized over future periods.

~~COLGATE-PALMOLIVE COMPANY~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(Dollars in Millions Except Share and Per Share Amounts)~~

~~(Unaudited)~~

10. Contingencies

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 ~~$450~~$250 (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~~”“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 ~~$113.~~$123. 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

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

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~~September 2018, April 2019 and ~~September~~August 2020, the Company lost an administrative appeal and subsequently challenged these assessments in the Brazilian federal courts. Currently, there are ~~four appeals~~three lawsuits pending in the Lower Federal Court, ~~and~~ one case has progressed to the Federal Court of Appeals, and another case is expected to be remitted to the Federal Court of Appeals. 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.

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

~~COLGATE-PALMOLIVE COMPANY~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(Dollars in Millions Except Share and Per Share Amounts)~~

~~(Unaudited)~~

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 ~~$50,~~$54, 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 ~~September 30, 2022~~March 31, 2023 of such competition law matters pending against the Company during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 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.

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. In the three months ended December 31, 2022, the Company lost an appeal in one case that, in the second quarter of 2019, had resulted in an adverse jury verdict

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

after a trial, and accrued an immaterial amount for this loss. During the three months ended March 31, 2023, the Company filed a petition with the California Supreme Court seeking to further appeal the decision. On April 12, 2023, the California Supreme Court denied the Company’s petition for review. The Company is assessing its options, including seeking further review by the United States Supreme Court. As of ~~September 30, 2022,~~March 31, 2023, there were ~~224~~248 individual cases pending against the Company in state and federal courts throughout the United States, as compared to ~~203 cases as of June 30, 2022 and 171~~227 cases as of December 31, ~~2021.~~2022. During the three months ended ~~September 30, 2022, 33~~March 31, 2023, 46 new cases were filed and 1225 cases were resolved by voluntary dismissal, settlement or ~~settlement. During~~dismissal by the ~~nine months ended September 30, 2022, 72 cases were filed and 19 cases were resolved by voluntary dismissal or settlement.~~court. The ~~values~~value of the settlements in the ~~quarter and year-to-date~~ period presented ~~were~~was not material, either individually or in the aggregate, to ~~the Company’s~~such period’s results of ~~operations in either such period.~~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 ~~such~~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.

~~COLGATE-PALMOLIVE COMPANY~~

~~Notes to Condensed Consolidated Financial Statements (continued)~~

~~(Dollars in Millions Except Share and Per Share Amounts)~~

~~(Unaudited)~~

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 Actlawsuit 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”~~“District Court”). against the Retirement Plan, the Company and certain individuals (the “Company Defendants”) claiming that residual annuity payments associated with a 2005 residual annuity amendment to the Retirement Plan were improperly calculated for certain Retirement Plan participants in violation of the Employee Retirement Income Security Act. The relief sought ~~includes~~included 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~~and in August 2020 ~~the Court~~ granted the ~~plaintiffs’~~plaintiffs' motion for summary judgment on the remaining claims. ~~The Company and the Plan are contesting this action vigorously and, in~~In September 2020, the Company appealed to the Second Circuit. In March 2023, the Second Circuit affirmed the grant of summary judgment to the plaintiffs.

In light of the Second Circuit decision, the Company recorded a charge to earnings of $267 in the quarter ended March 31, 2023, which is comprised of the recalculation of benefits and interest. Possible additional charges associated with this matter are expected to be immaterial and, where estimable, are reflected in the range of reasonably possible losses disclosed above. The impact of the decision will result in an increase in the obligations of the Retirement Plan, which based on the current funded status of the Retirement Plan will require no immediate cash contribution by the Company. The Company intends to seek further review by the United States ~~Court of Appeals for the Second Circuit. The appeal is currently pending.~~Supreme Court.

1816

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

11. 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 to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. 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.

Net sales by segment were as follows:


		Three Months Ended				Nine Months Ended				Three Months Ended
		September 30,				September 30,				March 31,
		2022		2021		2022		2021				2023		2022
Net sales	Net sales										Net sales
Oral, Personal and Home Care	Oral, Personal and Home Care										Oral, Personal and Home Care
North America	North America	$	958	$	931	$	2,850	$	2,765		North America	$	958	$	926
Latin America	Latin America	997		931		2,970		2,745			Latin America	1,075		954
Europe	Europe	632		718		1,925		2,144			Europe	650		654
Asia Pacific	Asia Pacific	709		731		2,131		2,142			Asia Pacific	738		726
Africa/Eurasia	Africa/Eurasia	287		258		809		796			Africa/Eurasia	288		267
Total Oral, Personal and Home Care	Total Oral, Personal and Home Care	3,583		3,569		10,685		10,592			Total Oral, Personal and Home Care	3,709		3,527
Pet Nutrition	Pet Nutrition	872		845		2,653		2,426			Pet Nutrition	1,061		872
Total Net sales	Total Net sales	$	4,455	$	4,414	$	13,338	$	13,018		Total Net sales	$	4,770	$	4,399

Approximately ~~70%~~two-thirds 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).

1917

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

The Company’s Net sales of Oral, Personal and Home Care and Pet Nutrition products accounted for the following percentages of the Company’s Net sales:


		Three Months Ended				Nine Months Ended				Three Months Ended
		September 30,				September 30,				March 31,
		2022		2021		2022		2021				2023		2022
Net sales	Net sales										Net sales
Oral Care	Oral Care	44	%	44	%	44	%	44	%		Oral Care	43	%	45	%
Personal Care	Personal Care	19	%	20	%	19	%	20	%		Personal Care	18	%	18	%
Home Care	Home Care	17	%	18	%	17	%	17	%		Home Care	17	%	17	%
Pet Nutrition	Pet Nutrition	20	%	18	%	20	%	19	%		Pet Nutrition	22	%	20	%
Total Net sales	Total Net sales	100	%	100	%	100	%	100	%		Total Net sales	100	%	100	%

Operating profit by segment was as follows:


		Three Months Ended				Nine Months Ended				Three Months Ended
		September 30,				September 30,				March 31,
		2022		2021		2022		2021				2023		2022
Operating profit	Operating profit										Operating profit
Oral, Personal and Home Care	Oral, Personal and Home Care										Oral, Personal and Home Care
North America	North America	$	198	$	183	$	557	$	585		North America	$	193	$	163
Latin America	Latin America	289		248		818		774			Latin America	315		265
Europe	Europe	127		178		410		524			Europe	116		150
Asia Pacific	Asia Pacific	185		215		556		639			Asia Pacific	202		206
Africa/Eurasia	Africa/Eurasia	66		44		160		153			Africa/Eurasia	68		44
Total Oral, Personal and Home Care	Total Oral, Personal and Home Care	865		868		2,501		2,675			Total Oral, Personal and Home Care	894		828
Pet Nutrition	Pet Nutrition	201		233		617		661			Pet Nutrition	183		204
Corporate	Corporate	(119)		(134)		(427)		(369)			Corporate	(168)		(172)
Total Operating profit	Total Operating profit	$	947	$	967	$	2,691	$	2,967		Total Operating profit	$	909	$	860

Corporate Operating profit (loss) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 included product recall costs of $25 and charges resulting from the 2022 Global Productivity Initiative of $5. Corporate Operating profit (loss) for the three months ended March 31, 2022 included charges resulting from the 2022 Global Productivity Initiative of $3 and $79, respectively, a gain on the sale of land in Asia Pacific of $47 in both periods and acquisition-related costs of $17 in both periods. Corporate Operating profit (loss) for the nine months ended September 30, 2021 included a benefit related to a value-added tax matter in Brazil of $26.$63.

2018

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

12. 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.

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 valued using observable benchmark rates (Level 2 valuation). The Company utilizes forward-starting interest rate swaps to mitigate the risk of variability in interest rate for future debt issuances and these swaps are valued using observable benchmark rates (Level 2 valuation). The Company utilizes foreign currency contracts, including forward and swap contracts, option contracts, 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. These contracts are valued using observable market rates (Level 2 valuation). Commodity futures contracts are utilized to hedge the purchases of raw materials used in production. These contracts are measured using quoted commodity exchange prices (Level 1 valuation). The duration of foreign currency and commodity contracts generally does not exceed 12 months.

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 Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021:

Assets Liabilities

Account Fair Value Account Fair Value
Designated derivative instruments September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021
Interest rate swap contracts Other current assets $ — $ 5 Other accruals $ 1 $ —
Forward-starting interest rate swaps Other current assets — — Other accruals — —
Forward-starting interest rate swaps Other assets — 20 Other liabilities — 21
Foreign currency contracts Other current assets 64 22 Other accruals 14 6
Commodity contracts Other current assets — 2 Other accruals — —
Total designated $ 64 $ 49 $ 15 $ 27
Other financial instruments
Marketable securities Other current assets $ 208 $ 34
Total other financial instruments $ 208 $ 34

2119

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)


	Assets					Liabilities
	Account	Fair Value				Account	Fair Value
Designated derivative instruments		March 31, 2023		December 31, 2022			March 31, 2023		December 31, 2022




Foreign currency contracts	Other current assets	$	19	$	19	Other accruals	$	18	$	15

Commodity contracts	Other current assets	—		4		Other accruals	—		—
Total designated		$	19	$	23		$	18	$	15

Other financial instruments
Marketable securities	Other current assets	$	276	$	175
Total other financial instruments		$	276	$	175

The carrying amount of cash, cash equivalents, marketable securities, accounts receivable and short-term debt approximated fair value as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. The estimated fair value of the Company’s long-term debt, including the current portion, as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, was ~~$7,615~~$8,466 and ~~$7,651,~~$8,184, respectively, and the related carrying value was ~~$8,232~~$8,885 and ~~$7,206,~~$8,755, respectively. In August 2022, the Company issued $500 of three-year Senior Notes at a fixed coupon rate of 3.100%, $500 of five-year Senior Notes at a fixed coupon rate of 3.100% and $500 of ten-year Senior Notes at a fixed coupon rate of 3.250%. In March 2023, the Company issued $500 of three-year Senior Notes at a fixed coupon rate of 4.800%, $500 of five-year Senior Notes at a fixed coupon rate of 4.600% and $500 of ten-year Senior Notes at a fixed coupon rate of 4.600%. 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 Condensed Consolidated Balance Sheet related to the cumulative basis adjustment for fair value hedges as of:~~

September 30, 2022 December 31, 2021
Long-term debt:
Carrying amount of hedged item $ 399 $ 405
Cumulative hedging adjustment included in the carrying amount — 5

~~The following tables present the notional values as of:~~

September 30, 2022
Foreign Currency Contracts Foreign Currency Debt Interest Rate Swaps Forward-Starting Interest Rate Swaps Commodity Contracts
Total
Fair Value Hedges $ 596 $ — $ 400 $ — $ — $ 996
Cash Flow Hedges 792 — — — 28 820
Net Investment Hedges 444 3,838 — — — 4,282

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

2220

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

The following tables present the notional values as of:


	March 31, 2023
	Foreign Currency Contracts		Foreign Currency Debt		Commodity Contracts		Total
Fair Value Hedges	$	1,101	$	—	$	—	$	1,101
Cash Flow Hedges	875		—		49		924
Net Investment Hedges	262		3,979		—		4,241


	December 31, 2022
	Foreign Currency Contracts		Foreign Currency Debt		Commodity Contracts		Total
Fair Value Hedges	$	609	$	—	$	—	$	609
Cash Flow Hedges	840		—		26		866
Net Investment Hedges	138		4,797		—		4,935

The following tables present the location and amount of gains (losses) recognized on the Company’s Condensed Consolidated Statements of Income:

Three Months Ended September 30,
2022 2021
Cost of sales Selling, general and administrative expenses Interest (income) expense, net Cost of sales Selling, general and administrative expenses Interest (income) expense, net
Interest rate swaps designated as fair value hedges:
Derivative instrument $ — $ — $ (12) $ — $ — $ 2
Hedged items — — 12 — — (2)
Foreign currency contracts designated as fair value hedges:
Derivative instrument — 17 — — 1 —
Hedged items — (17) — — (1) —
Foreign currency contracts designated as cash flow hedges:
Amount reclassified from OCI 4 — — (2) — —
Commodity contracts designated as cash flow hedges:
Amount reclassified from OCI — — — — — —
Total gain (loss) on hedges recognized in income $ 4 $ — $ — $ (2) $ — $ —


		Nine Months Ended September 30,
		2022						2021							Three Months Ended March 31,
		Cost of sales		Selling, general and administrative expenses		Interest (income) expense, net		Cost of sales		Selling, general and administrative expenses		Interest (income) expense, net			2023						2022
															Cost of sales		Selling, general and administrative expenses		Interest (income) expense, net		Cost of sales		Selling, general and administrative expenses		Interest (income) expense, net
Interest rate swaps designated as fair value hedges:	Interest rate swaps designated as fair value hedges:													Interest rate swaps designated as fair value hedges:
Derivative instrument	Derivative instrument	$	—	$	—	$	(6)	$	—	$	—	$	6	Derivative instrument	$	—	$	—	$	—	$	—	$	—	$	4
Hedged items	Hedged items	—		—		6		—		—		(6)		Hedged items	—		—		—		—		—		(4)
Foreign currency contracts designated as fair value hedges:	Foreign currency contracts designated as fair value hedges:													Foreign currency contracts designated as fair value hedges:
Derivative instrument	Derivative instrument	—		31		—		—		(4)		—		Derivative instrument	—		5		—		—		2		—
Hedged items	Hedged items	—		(31)		—		—		4		—		Hedged items	—		(5)		—		—		(2)		—
Foreign currency contracts designated as cash flow hedges:	Foreign currency contracts designated as cash flow hedges:													Foreign currency contracts designated as cash flow hedges:
Amount reclassified from OCI	Amount reclassified from OCI	9		—		—		(14)		—		—		Amount reclassified from OCI	4		—		—		2		—		—
Commodity contracts designated as cash flow hedges:	Commodity contracts designated as cash flow hedges:													Commodity contracts designated as cash flow hedges:
Amount reclassified from OCI	Amount reclassified from OCI	6		—		—		5		—		—		Amount reclassified from OCI	3		—		—		3		—		—
Forward-starting interest rate swaps designated as cash flow hedges:														Forward-starting interest rate swaps designated as cash flow hedges:
Amount reclassified from OCI														Amount reclassified from OCI	—		—		2		—		—		—
Total gain (loss) on hedges recognized in income	Total gain (loss) on hedges recognized in income	$	15	$	—	$	—	$	(9)	$	—	$	—	Total gain (loss) on hedges recognized in income	$	7	$	—	$	2	$	5	$	—	$	—

2321

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

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


		Three Months Ended					Three Months Ended
		September 30,					March 31,
		2022		2021			2023		2022
Foreign currency contracts designated as cash flow hedges:	Foreign currency contracts designated as cash flow hedges:					Foreign currency contracts designated as cash flow hedges:
Gain (loss) recognized in OCI	Gain (loss) recognized in OCI	$	11	$	8	Gain (loss) recognized in OCI	$	(1)	$	(6)

Forward-starting interest rate swaps designated as cash flow hedges:	Forward-starting interest rate swaps designated as cash flow hedges:					Forward-starting interest rate swaps designated as cash flow hedges:
Gain (loss) recognized in OCI	Gain (loss) recognized in OCI	(39)		12		Gain (loss) recognized in OCI	19		57

Commodity contracts designated as cash flow hedges:	Commodity contracts designated as cash flow hedges:					Commodity contracts designated as cash flow hedges:
Gain (loss) recognized in OCI	Gain (loss) recognized in OCI	—		(2)		Gain (loss) recognized in OCI	(1)		7
Foreign currency contracts designated as net investment hedges:	Foreign currency contracts designated as net investment hedges:					Foreign currency contracts designated as net investment hedges:
Gain (loss) on instruments	Gain (loss) on instruments	12		19		Gain (loss) on instruments	(8)		(6)
Gain (loss) on hedged items	Gain (loss) on hedged items	(12)		(19)		Gain (loss) on hedged items	8		6
Foreign currency debt designated as net investment hedges:	Foreign currency debt designated as net investment hedges:					Foreign currency debt designated as net investment hedges:
Gain (loss) on instruments	Gain (loss) on instruments	276		112		Gain (loss) on instruments	(73)		64
Gain (loss) on hedged items	Gain (loss) on hedged items	(276)		(112)		Gain (loss) on hedged items	73		(64)
Total unrealized gain (loss) on hedges recognized in OCI	Total unrealized gain (loss) on hedges recognized in OCI	$	(28)	$	18	Total unrealized gain (loss) on hedges recognized in OCI	$	17	$	58

Nine Months Ended
September 30,
2022 2021
Foreign currency contracts designated as cash flow hedges:
Gain (loss) recognized in OCI $ 24 $ 12
Forward-starting interest rate swaps designated as cash flow hedges:
Gain (loss) recognized in OCI 85 10
Commodity contracts designated as cash flow hedges:
Gain (loss) recognized in OCI 4 —
Foreign currency contracts designated as net investment hedges:
Gain (loss) on instruments 15 23
Gain (loss) on hedged items (15) (23)
Foreign currency debt designated as net investment hedges:
Gain (loss) on instruments 636 261
Gain (loss) on hedged items (636) (261)
Total unrealized gain (loss) on hedges recognized in OCI $ 113 $ 22

COLGATE-PALMOLIVE COMPANY

Notes to Condensed Consolidated Financial Statements (continued)

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

13. Supplier Finance Programs

The Company has agreements to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations of the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The outstanding payment obligations under the Company’s supplier finance programs are included in Accounts Payable in the Condensed Consolidated Balance Sheets and were not material as of March 31, 2023 and December 31, 2022.

14. Income Taxes

The effective income tax rate was 26.2% for the first quarter of 2023 as compared to 24.2% for the first quarter of 2022. The quarterly provision for income taxes is determined based on the Company’s estimated full year effective income tax rate adjusted by the amount of tax attributable to infrequent or unusual items that are separately recognized on a discrete basis in the income tax provision in the quarter in which they occur. The Company’s current estimate of its full year effective income tax rate before discrete period items is 24.3%, as compared to 24.0% in the comparable period of 2022.

The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities and not fully sustained. All U.S. federal income tax returns through December 31, 2013 have been audited by the Internal Revenue Service (the “IRS”) and there are limited matters which the Company plans to appeal for years 2010 through 2013. One such matter relates to the IRS assessment of taxes on the Company by imputing income on certain activities within one of our international operations, which is also under audit for the years 2014 through 2018. There was a U.S. Tax Court ruling in February 2023 in favor of the IRS against an unrelated party on a similar matter. Despite the recent U.S. Tax Court ruling, the Company continues to believe that the tax assessment against the Company is without merit. While there can be no assurances, the Company believes this matter will ultimately be decided in favor of the Company. The amount of tax plus interest for the years 2010 through 2018 is estimated to be approximately $145, which is not included in the Company's uncertain tax positions.

2423

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

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 through science-led, core and premium innovation 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 diversity, equity and inclusion (“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%~~two-thirds 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, distributors, dentists and skin health professionals. 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.

2524

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

COVID-19

The COVID-19 pandemic and government steps to reduce the spread and address the impact of COVID-19 have had and may continue to have an impact on the way people live, work, interact, travel and shop.

During the COVID-19 pandemic, many of the communities in which we manufacture, market and sell our products experienced and ~~certain geographies, notably China, continue to~~may in the future experience “stay at home” orders, travel or movement restrictions and other government actions to address the pandemic. While the impact of COVID-19 on our business has largely abated at this time, uncertainties continue, particularly in China where we have substantial manufacturing facilities and business, and in the travel retail channel, where we have experienced and may continue to experience ~~disruptions.~~disruptions particularly in our Filorga business. We have ~~also~~ experienced and may in the future experience certain disruptions to our global supply chain due to COVID-19, which ~~have~~historically impacted ~~and may continue to impact~~ sales of and consumer access to our products. WeIn addition, we have ~~also~~ witnessed changes in the purchasing patterns of our customers, 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 may continue to impact consumers’ behavior, shopping patterns and consumption preferences.~~

While we currently expect to be able to continue operating our business as described above, uncertainty resulting from COVID-19 could result in an unforeseen additional ~~disruption~~disruptions to our business, including to our global supply chain and retailer network, and/or require us to incur additional operational costs.

Due primarily to the impact of the COVID-19 pandemic on the Filorga skin health business, in the fourth quarter of 2021, the Company recorded an impairment charge to adjust the carrying values of the indefinite-lived trademark and goodwill of its Filorga reporting unit to their respective fair values. As of the date of the annual goodwill and indefinite-lived impairment test, the fair value of the Filorga indefinite-lived trademark continues to approximate its carrying value while the fair value of the Filorga reporting unit exceeds its carrying value by less than 20%.

We continue to believe in the strength of the Filorga brand and remain confident about its long-term growth opportunities. Given the inherent uncertainties of estimating the future impacts of the COVID-19 pandemic, interest rates and inflation on macroeconomic conditions in general, and on the Filorga business in particular, actual results may differ from management's current estimates which could potentially result in additional impairment charges in future periods.

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

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion and Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

The War in Ukraine

The war in Ukraine, ~~which began in February 2022,~~ and the related geopolitical tensions, have had and continue to have a significant impact on our operations in Ukraine and Russia, though it has not been material to our ~~Condensed~~ Consolidated Financial Statements. The safety of our employees and partners in Ukraine has been and remains our first priority. While our ability to do business in Ukraine has been significantly impacted, we remain committed to rebuilding our business there and to providing access to essential products to people in the region. We have suspended the importation and sales of all products in Russia other than essential health and hygiene products for everyday use and ceased all capital investments and media activities in Russia. While these actions have impacted our Eurasia business, they have not had a material impact on our consolidated results of operations, cash flow or financial condition. ~~During~~For the ~~year ended December 31, 2021 and the nine~~three months ended ~~September 30, 2022,~~March 31, 2023, our Eurasia business constituted approximately 2% of our consolidated ~~business~~net sales and approximately 4% of our consolidated operating profit (the majority of which was Russia). We also continue to monitor the impact of sanctions and export controls imposed in response to the war in Ukraine. The situation is ~~rapidly~~ evolving and ~~significant~~ uncertainties remain regarding the full impact of the war and the related impact on the global economy and geopolitical relations generally, and on our business in particular. We have seen and expect to continue to see the war’s impact on the global economy and our business including, among other things, the cost of raw and packaging materials and commodities (including the price of oil and natural gas), supply chain and logistics challenges and foreign currency volatility. For more information about factors that could impact our business, including due to the war in Ukraine, ~~see “Risk Factors” in Part II, Item 1A of our Quarterly Report for the quarter ended March 31, 2022 and~~refer to Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~

2022.

2725

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Business Strategy

To achieve our business and financial objectives, we are focused on driving organic sales growth and long-term profitable growth through science-led, ~~innovation on our~~ core ~~businesses; leveraging faster growth in~~and premium innovation; pursuing higher-growth adjacent ~~categories;~~categories and segments; expanding in ~~high-growth~~faster-growing channels and markets and delivering margin expansion through operating leverage and efficiency. We continue to prioritize our investments in high growth segments within our Oral Care, Personal Care and Pet Nutrition businesses. We are also seeking to maximize the impact of our environmental, social and governance programs and ~~leading~~to lead 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 and leveraging 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~~digitalization 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.~~

Significant Items Impacting Comparability

~~On September 30, 2022,~~During the quarter ended March 31, 2023, the Company ~~acquired~~recorded a ~~business, which operates three dry pet food manufacturing plants in~~charge of $267 as a result of a decision of the United States ~~from Red Collar Pet Foods Holdings, Inc.~~Court of Appeals for the Second Circuit affirming a grant of summary judgment to the plaintiffs in a lawsuit under the Employee Retirement Income Security Act seeking the recalculation of benefits and ~~Red Collar Pet Foods Holdings, L.P. (collectively, “Red Collar Pet Foods”~~other relief associated with a 2005 residual annuity amendment to the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Retirement Plan”) ~~for $727~~. The decision will result in ~~order to further support~~an increase in the ~~global growth~~obligations of the ~~Hill’s Pet Nutrition business.~~Retirement Plan, which based on the current funded status of the Retirement Plan will require no immediate cash contribution by the Company. The Company intends to seek further review by the United States Supreme Court. See Note ~~4, Acquisitions~~10, Contingencies to the Condensed Consolidated Financial Statements for additional information.

~~In July 2022, one~~During the quarter ended March 31, 2023, the Company announced a voluntary recall of select Fabuloso multi-purpose cleaner products sold in the United States and Canada. The costs associated with the voluntary recall had a $25 impact on the Company’s ~~subsidiaries~~Operating profit for the quarter ended March 31, 2023 and are not expected to have a material impact in ~~Asia Pacific completed the sale of land and recognized a pretax gain of $47 ($15 aftertax attributable to the Company).~~future periods.

On January 27, 2022, the Company’s Board of Directors (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 ~~now~~ expected to be substantially completed by mid-year 2024, is ~~still~~ estimated to result in cumulative pretax charges, once all phases are approved and implemented, in the range of $200 to $240 ($170 to $200 aftertax), which is currently estimated to be comprised of the following: employee-related costs, including severance, pension and other termination benefits (75%); asset-related costs, primarily accelerated depreciation and asset write-downs (15%); 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 80% to 90% of the charges will result in cash expenditures.. Annualized pretax savings are projected to be in the range of $90 to $110 ($70 to $85 aftertax), once all projects are approved and implemented. For more information regarding the 2022 Global Productivity Initiative, see “Restructuring and Related Implementation Charges” below.

In the three and nine months ended September 30, 2022, the Company incurred pretax costs of $2 (aftertax costs of $2) and $92 (aftertax costs of $72), respectively, resulting from the 2022 Global Productivity Initiative.

2826

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

In ~~2019,~~the three months ended March 31, 2023 and 2022, the Company ~~received a favorable judgment regarding certain value-added taxes previously paid in Brazil. As a result~~incurred pretax costs of ~~this favorable judgment, during~~$6 (aftertax costs of $5) and $82 (aftertax costs of $65), respectively, resulting from the fourth quarter of 2019, the Company 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, the Company recorded an additional benefit of $26 pretax ($20 aftertax) in the nine months ended September 30, 2021.

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”). On August 26, 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.

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion and Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

2022 Global Productivity Initiative.

Outlook

Looking forward, we expect global macroeconomic, political and market conditions to remain challenging, including as a result of inflation and rising interest rates. During the ~~nine~~three months ended ~~September 30, 2022, all of our divisions~~March 31, 2023, we 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, higher eCommerce demand and the impact of COVID-19 and the war in Ukraine. We~~ expect this difficult cost environment to continue throughout ~~2022.~~2023. We are taking additional pricing to try to offset these increases in raw and packaging ~~materials and logistics~~material costs. This has negatively impacted and may ~~in turn,~~continue to negatively impact consumer demand for our products. Additionally, inflation is impacting the broader economy with consumers around the world facing widespread rising prices as well as rising interest rates resulting from measures to address inflation. Such inflation and rising interest rates may negatively impact consumer consumption or discretionary spending and/or change their purchasing patterns by foregoing purchasing certain of our products or by switching to “private label” ~~or lower-priced brands~~ or to our lower-priced product offerings. Although we continue to devote significant resources to support our brands and market our products at multiple price points, 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. In light of this challenging environment, we expect increased volatility across all of our categories and it is therefore difficult to predict category growth rates in the near term.

Given that approximately ~~70%~~two-thirds of our Net sales originate in markets outside the U.S., we have experienced and will likely continue to experience volatile foreign currency 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.

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 destocking, 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~~continued 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.~~ We plan to continue to invest behind our digital and analytics capabilities and higher growth businesses. The ~~rapid~~substantial 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.

We continue to closely monitor the impact of the war in Ukraine, COVID-19 and the challenging market conditions discussed above on our business and the related uncertainties and risks. While we have taken, and will continue to take, measures to mitigate the effects of these conditions, we cannot estimate with certainty the full extent of their 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 the war in Ukraine and COVID-19,~~ see “Risk Factors” ~~in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and~~ in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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, dedicated and diverse global team and focused business strategy. Our strategy is based on driving organic sales growth and long-term profitable growth through science-led, ~~innovation within our~~ core ~~businesses, leveraging faster growth in~~and premium innovation; pursuing higher-growth adjacent categories and segments, expanding in ~~high-growth~~faster-growing 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~~to lead 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 profitability and driving efficiency in cash generation should position us well to manage through the challenges we face and increase shareholder value over time.

3027

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Results of Operations

Three Months

Worldwide Net sales were ~~$4,455~~$4,770 in the ~~third~~first quarter of ~~2022,~~2023, up ~~1.0%~~8.5% from the ~~third~~first quarter of ~~2021,~~2022, due to net selling price increases of ~~11.5%~~12.0%, partially offset by ~~volume declines of 4.5% and~~ negative foreign exchange of ~~6.0%.~~3.5% while volume was flat. Acquisitions contributed 2.0% to volume. Organic sales (Net sales excluding the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure, increased ~~7.0%~~10.0% in the ~~third~~first quarter of ~~2022.~~2023. A reconciliation of net sales growth to organic sales growth is provided under “Non-GAAP Financial Measures” below.

Net sales in the Oral, Personal and Home Care product segment were ~~$3,583~~$3,709 in the ~~third~~first quarter of ~~2022,~~2023, up ~~0.5%~~5.0% from the ~~third~~first quarter of ~~2021,~~2022, due to net selling price increases of ~~12.0%~~12.5%, partially offset by volume declines of ~~5.0%~~3.5% and negative foreign exchange of ~~6.5%~~4.0%. Organic sales in the Oral, Personal and Home Care product segment increased ~~7.0%~~9.0% in the ~~third~~first quarter of ~~2022.~~2023.

The Company’s share of the global toothpaste market was ~~39.7%~~40.2% on a year-to-date basis, up ~~0.3~~1.2 share points from the year ago period, and its share of the global manual toothbrush market was ~~31.6%~~30.6% on a year-to-date basis, ~~up 0.6 share points from~~flat with the year ago period. Year-to-date market shares in toothpaste were up in North America, ~~and~~ Europe, ~~and down in Latin America,~~ Asia Pacific and Africa/Eurasia and flat in Latin America versus the comparable ~~2021~~2022 period. In the manual toothbrush category, year-to-date market shares were up in Europe and Africa/Eurasia, down in North America ~~down~~and Asia/Pacific and flat in Latin America ~~and Africa/Eurasia and flat in Europe and Asia Pacific~~ versus the comparable ~~2021~~2022 period. For additional information regarding market shares, see “Market Share Information” below.

Net sales in the Hill’s Pet Nutrition segment were ~~$872~~$1,061 in the ~~third~~first quarter of 2023, up 21.5% from the first quarter of 2022, ~~up 3.0% from the third quarter~~due to volume growth of ~~2021, due to~~12.0% and net selling price increases of ~~11.0%~~11.5%, partially offset by ~~volume declines of 3.5% and~~ negative foreign exchange of ~~4.5%~~2.0%. Acquisitions contributed 9.5% to volume. Organic sales in the Hill’s Pet Nutrition segment increased ~~7.5%~~14.0% in the ~~third~~first quarter of ~~2022.~~

2023.

3128

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Gross Profit/Margin

Worldwide Gross profit ~~decreased~~increased to ~~$2,548~~$2,712 in the ~~third~~first quarter of 2023 from $2,572 in the first quarter of 2022, reflecting an increase of $216 resulting from ~~$2,623 in the third quarter of 2021, reflecting~~higher Net sales and a decrease of ~~$98~~$76 resulting from lower Gross profit ~~margin and an increase of $23 resulting from higher Net sales.~~margin.

Worldwide Gross profit margin decreased to ~~57.2%~~56.9% in the ~~third~~first quarter of ~~2022~~2023 from ~~59.4%~~58.5% in the ~~third~~first quarter of ~~2021.~~2022. This decrease in Gross profit margin was due to significantly higher raw and packaging material costs ~~(920~~(770 bps) and unfavorable mix due to private label sales resulting from the previously disclosed acquisitions of pet food businesses (90 bps), partially offset by higher pricing ~~(440~~(450 bps) and cost savings from the Company’s funding-the-growth initiatives ~~(260~~(250 bps).

Three Months Ended September 30,
2022 2021
Gross profit $ 2,548 $ 2,623


	Three Months Ended March 31,
	2023		2022



Gross profit	$	2,712	$	2,572

Three Months Ended September 30,
2022 2021 Basis Point Change
Gross profit margin 57.2 % 59.4 % (220)


	Three Months Ended March 31,
	2023		2022		Basis Point Change



Gross profit margin	56.9	%	58.5	%	(160)

3229

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Selling, General and Administrative Expenses

Selling, general and administrative expenses ~~were $1,634~~increased 7% to $1,758 in the ~~third~~first quarter of ~~2022~~2023 compared to ~~$1,636~~$1,641 in the ~~third~~first quarter of 2021. Selling, general and administrative expenses in the third quarter of 2022 included charges resulting from the 2022 Global Productivity Initiative. Excluding charges resulting from the 2022 Global Productivity Initiative in the third quarter of 2022, Selling, general and administrative expenses were $1,633 in the third quarter of 2022 compared to $1,636 in the third quarter of 2021.2022.

Selling, general and administrative expenses as a percentage of Net sales decreased to ~~36.7%~~36.9% in the ~~third~~first quarter of ~~2022~~2023 from ~~37.1%~~37.3% in the ~~third~~first quarter of ~~2021.~~2022. This decrease was due to lower overhead expenses (100 bps), partially offset by increased advertising investment (60 bps). Lower overhead expenses were driven by ~~decreased advertising investment (50~~lower logistics costs (150 bps), partially offset by higher other overhead expenses ~~(10 bps). Higher overhead expenses were driven by higher logistics costs (30 bps), partially offset by overhead efficiencies (20~~(50 bps). In the ~~third~~first quarter of ~~2022,~~2023, advertising investment ~~decreased~~increased as a percentage of Net sales to ~~10.9%~~12.1% from ~~11.4%~~11.5% in the ~~third~~first quarter of ~~2021,~~2022, or ~~3.3%~~14.4% in absolute terms to ~~$486~~$579 as compared with ~~$503~~$506 in the ~~third~~first quarter of ~~2021.~~2022.

Three Months Ended September 30,
2022 2021
Selling, general and administrative expenses, GAAP $ 1,634 $ 1,636
2022 Global Productivity Initiative (1) —
Selling, general and administrative expenses, non-GAAP $ 1,633 $ 1,636


	Three Months Ended March 31,
	2023		2022



Selling, general and administrative expenses	$	1,758	$	1,641

Three Months Ended September 30,
2022 2021 Basis Point Change
Selling, general and administrative expenses as a percentage of Net sales 36.7 % 37.1 % (40)


	Three Months Ended March 31,
	2023		2022		Basis Point Change



Selling, general and administrative expenses as a percentage of Net sales	36.9	%	37.3	%	(40)

Other (Income) Expense, Net

Other (income) expense, net was ~~$(33)~~$45 and ~~$20~~$71 in the ~~third~~first quarter of ~~2022~~2023 and ~~2021,~~2022, respectively. Other (income) expense, net in the ~~third~~first quarter of 2023 included product recall costs and charges resulting from the 2022 Global Productivity Initiative. Other (income) expense, net in the first quarter of 2022 included charges resulting from the 2022 Global Productivity ~~Initiative, a gain on~~Initiative. Excluding the ~~sale of land~~items described above in ~~Asia Pacific and acquisition-related costs. Excluding these items,~~both periods as applicable, Other (income) expense, net was ~~$(5)~~$15 and ~~$20~~$8 in the ~~third~~first quarter of ~~2022~~2023 and ~~2021,~~2022, respectively.


		Three Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Other (income) expense, net, GAAP	Other (income) expense, net, GAAP	$	(33)	$	20	Other (income) expense, net, GAAP	$	45	$	71
Product recall costs						Product recall costs	(25)		—
2022 Global Productivity Initiative	2022 Global Productivity Initiative	(2)		—		2022 Global Productivity Initiative	(5)		(63)
Gain on the sale of land in Asia Pacific		47		—
Acquisition-related costs		(17)		—

Other (income) expense, net, non-GAAP	Other (income) expense, net, non-GAAP	$	(5)	$	20	Other (income) expense, net, non-GAAP	$	15	$	8

3330

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Operating Profit

Operating profit ~~decreased 2%~~increased 6% to ~~$947~~$909 in the ~~third~~first quarter of ~~2022~~2023 from ~~$967~~$860 in the ~~third~~first quarter of ~~2021.~~2022. Operating profit in the ~~third~~first quarter of 2023 included product recall costs and charges resulting from the 2022 Global Productivity Initiative. Operating profit in the first quarter of 2022 included charges resulting from the 2022 Global Productivity ~~Initiative, a gain on~~Initiative. Excluding the ~~sale of land~~items described above in ~~Asia Pacific and acquisition-related costs. Excluding these items,~~both periods, as applicable, Operating profit ~~decreased 5%~~increased 2% to ~~$920~~$939 in the ~~third~~first quarter of ~~2022~~2023 from ~~$967~~$923 in the ~~third~~first quarter of ~~2021.~~2022.

Operating profit margin was ~~21.3%~~19.1% in the ~~third~~first quarter of ~~2022,~~2023, a decrease of 6040 bps compared to ~~21.9%~~19.5% in the ~~third~~first quarter of ~~2021.~~2022. Excluding the items described above in both periods, as applicable, Operating profit margin was ~~20.7%~~19.7% in the ~~third~~first quarter of ~~2022,~~2023, a decrease of ~~120~~130 bps compared to ~~21.9%~~21.0% in the ~~third~~first quarter of ~~2021.~~2022. This decrease in Operating profit margin was primarily due to a decrease in Gross profit ~~(220~~(160 bps), partially offset by a decrease in Selling, general and administrative expenses (40 bps) ~~and a decrease in Other (income) expense, net (60 bps)~~, ~~all~~both as a percentage of Net sales.


		Three Months Ended September 30,							Three Months Ended March 31,
		2022		2021		% Change			2023		2022		% Change
Operating profit, GAAP	Operating profit, GAAP	$	947	$	967	(2)	%	Operating profit, GAAP	$	909	$	860	6	%
Product recall costs								Product recall costs	25		—
2022 Global Productivity Initiative	2022 Global Productivity Initiative	3		—				2022 Global Productivity Initiative	5		63
Gain on the sale of land in Asia Pacific		(47)		—
Acquisition-related costs		17		—

Operating profit, non-GAAP	Operating profit, non-GAAP	$	920	$	967	(5)	%	Operating profit, non-GAAP	$	939	$	923	2	%


		Three Months Ended September 30,						Three Months Ended March 31,
		2022		2021		Basis Point Change		2023		2022		Basis Point Change
Operating profit margin, GAAP	Operating profit margin, GAAP	21.3	%	21.9	%	(60)	Operating profit margin, GAAP	19.1	%	19.5	%	(40)
Product recall costs							Product recall costs	0.5	%	—	%
2022 Global Productivity Initiative	2022 Global Productivity Initiative	0.1	%	—	%		2022 Global Productivity Initiative	0.1	%	1.5	%
Gain on the sale of land in Asia Pacific		(1.1)	%	—	%
Acquisition-related costs		0.4	%	—	%

Operating profit margin, non-GAAP	Operating profit margin, non-GAAP	20.7	%	21.9	%	(120)	Operating profit margin, non-GAAP	19.7	%	21.0	%	(130)

Non-Service Related Postretirement Costs

Non-service related postretirement costs were ~~$15~~$294 in the ~~third~~first quarter of ~~2022~~2023 as compared to ~~$16~~$38 in the ~~third~~first quarter of ~~2021.~~2022. Non-service related postretirement costs in the ~~third~~first quarter of ~~2022~~2023 included ~~an adjustment~~charges related to the ERISA litigation matter and charges related to the 2022 Global Productivity Initiative. Non-service related postretirement costs in the first quarter of 2022 included charges resulting from the 2022 Global Productivity Initiative.

Excluding ~~this adjustment,~~the items described above in both periods as applicable, Non-service related postretirement costs were ~~$16~~$26 in the ~~third~~first quarter of 2023 and $19 in the first quarter of 2022.


	Three Months Ended March 31,
	2023		2022
Non-service related postretirement costs, GAAP	$	294	$	38
ERISA litigation matter	(267)		—
2022 Global Productivity Initiative	(1)		(19)
Non-service related postretirement costs, non-GAAP	$	26	$	19

Interest (Income) Expense, Net

Interest (income) expense, net was $54 in the first quarter of 2023 as compared to $27 in the first quarter of 2022, primarily due to higher average interest rates on debt and ~~2021.~~

Three Months Ended September 30,
2022 2021
Non-service related postretirement costs, GAAP $ 15 $ 16
2022 Global Productivity Initiative 1 —
Non-service related postretirement costs, non-GAAP $ 16 $ 16

higher debt balances.

3431

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

~~Interest (Income) Expense, Net~~Income Taxes

~~Interest (income) expense, net~~The effective income tax rate was ~~$40 in~~26.2% for the ~~third~~first quarter of ~~2022~~2023 as compared to ~~$98~~24.2% for the first quarter of 2022. As reflected in the ~~third quarter~~table below, the non-GAAP effective income tax rate was 24.3% for the first three months of ~~2021. The decrease in Interest (income) expense, net in the third quarter of 2022~~2023, as compared to the third quarter of 2021 was primarily due to the loss on the early extinguishment of debt during the third quarter of 2021 of $75. Excluding the loss on the early extinguishment of debt, Interest (income) expense, net was $4023.8% in the ~~third quarter~~comparable period of ~~2022 as compared to $23 in the third quarter of 2021, primarily due to higher interest rates.~~

Three Months Ended September 30,
2022 2021
Interest (income) expense, net, GAAP $ 40 $ 98
Loss on early extinguishment of debt — (75)
Interest (income) expense, net, non-GAAP $ 40 $ 23
2022.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted, which among other things, implements a 15% minimum tax on book income of certain large corporations effective for years beginning after December 31, 2022. Based on the Company’s preliminary analysis, the IRA is not expected to have a material impact on the Company’s Consolidated Financial Statements. The Company will continue to evaluate the impact of this law as additional guidance and clarification becomes available.

Additionally, on December 15, 2022, the 27 member states of the European Union (“EU”) reached an agreement on a minimum level of taxation for certain large corporations to pay a minimum corporate tax rate of 15% in every jurisdiction in which they operate. This agreement, which is known as the Minimum Taxation Directive (part of the "Pillar II Model Rules"), must be transposed into the laws of all EU member states by December 31, 2023. The Company is currently evaluating the impact of this Directive on the Company’s Consolidated Financial Statements.


	Three Months Ended March 31,
	2023						2022
	Income Before Income Taxes		Provision For Income Taxes(1)		Effective Income Tax Rate(2)		Income Before Income Taxes		Provision For Income Taxes(1)		Effective Income Tax Rate(2)
As Reported GAAP	$	561	$	147	26.2	%	$	795	$	192	24.2	%
ERISA litigation matter	267		55		(1.8)		—		—		—
Product recall costs	25		6		—		—		—		—
2022 Global Productivity Initiative	6		1		(0.1)		82		17		(0.4)



Non-GAAP	$	859	$	209	24.3	%	$	877	$	209	23.8	%

(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.

3532

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(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 in the ~~third~~first quarter of ~~2022~~2023 decreased to ~~$618~~$372 from ~~$634~~$559 in the ~~third~~first quarter of ~~2021,~~2022, and Earnings per common share on a diluted basis decreased to ~~$0.74~~$0.45 per share in the ~~third~~first quarter of ~~2022~~2023 from ~~$0.75~~$0.66 in the ~~third~~first quarter of ~~2021.~~2022. Net Income attributable to Colgate-Palmolive Company in the ~~third~~first quarter of 2023 included charges resulting from the ERISA litigation matter, product recall costs and charges resulting from the 2022 Global Productivity Initiative. Net income attributable to Colgate-Palmolive Company in the first quarter of 2022 included charges resulting from the 2022 Global Productivity Initiative, a gain on the sale of land in Asia Pacific and acquisition-related costs, and Net income attributable to Colgate-Palmolive Company in the third quarter of 2021 included a loss on the early extinguishment of debt.Initiative.

Excluding the items described above in both periods as applicable, Net income attributable to Colgate-Palmolive Company in the ~~third~~first quarter of ~~2022~~2023 decreased ~~10%~~3% to ~~$620~~$608 from ~~$689~~$624 in the ~~third~~first quarter of ~~2021,~~2022, and Earnings per common share on a diluted basis decreased 9%1% to $0.73 in the first quarter of 2023 from $0.74 in the ~~third~~first quarter of ~~2022 from $0.81 in the third quarter of 2021.~~2022.


		Three Months Ended September 30, 2022										Three Months Ended March 31, 2023
		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)			Income Before Income Taxes		Provision For Income Taxes(1)		Net Income Including Noncontrolling Interests		Net Income Attributable To Colgate-Palmolive Company		Diluted Earnings Per Share(2)
As Reported GAAP	As Reported GAAP	$	892	$	210	$	682	$	64	$	618		$	0.74	As Reported GAAP	$	561	$	147	$	414	$	372	$	0.45
ERISA litigation matter															ERISA litigation matter	267		55		212		212		0.25
Product recall costs															Product recall costs	25		6		19		19		0.02
2022 Global Productivity Initiative	2022 Global Productivity Initiative	2		—		2		—		2			—		2022 Global Productivity Initiative	6		1		5		5		0.01
Gain on the sale of land in Asia Pacific		(47)		(11)		(36)		(21)		(15)			(0.02)
Acquisition-related costs		17		2		15		—		15			0.02

Non-GAAP	Non-GAAP	$	864	$	201	$	663	$	43	$	620		$	0.74	Non-GAAP	$	859	$	209	$	650	$	608	$	0.73


		Three Months Ended September 30, 2021								Three Months Ended March 31, 2022
		Income Before Income Taxes		Provision For Income Taxes(1)		Net Income Including Noncontrolling Interests		Net Income Attributable To Colgate-Palmolive Company			Diluted Earnings Per Share(2)			Income Before Income Taxes		Provision For Income Taxes(1)		Net Income Including Noncontrolling Interests		Net Income Attributable To Colgate-Palmolive Company		Diluted Earnings Per Share(2)
As Reported GAAP	As Reported GAAP	$	853	$	172	$	681	$	634		$	0.75	As Reported GAAP	$	795	$	192	$	603	$	559	$	0.66
Loss on early extinguishment of debt		75		20		55		55			0.06
2022 Global Productivity Initiative													2022 Global Productivity Initiative	82		17		65		65		0.08
Non-GAAP	Non-GAAP	$	928	$	192	$	736	$	689		$	0.81	Non-GAAP	$	877	$	209	$	668	$	624	$	0.74

(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.

3633

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Net Sales and Operating Profit by Segment

Oral, Personal and Home Care

North America


		Three Months Ended September 30,									Three Months Ended March 31,
		2022			2021			Change			2023			2022			Change
Net sales	Net sales	$	958		$	931		3.0	%	Net sales	$	958		$	926		3.5	%
Operating profit	Operating profit	$	198		$	183		8	%	Operating profit	$	193		$	163		18	%
% of Net sales	% of Net sales	20.7		%	19.7		%	100	bps	% of Net sales	20.1		%	17.6		%	250	bps

Net sales in North America increased ~~3.0%~~3.5% in the ~~third~~first quarter of ~~2022~~2023 to $958, driven by net selling price increases of ~~9.0%~~10.5%, partially offset by volume declines of ~~5.5%~~6.5% and negative foreign exchange of 0.5%. Organic sales in North America increased ~~3.5%~~4.0% in the ~~third~~first quarter of ~~2022.~~2023. Organic sales growth was led by the United States.

The increase in organic sales in North America in the ~~third~~first quarter of ~~2022~~2023 versus the ~~third~~first quarter of ~~2021~~2022 was due to increases in Oral Care and Personal Care ~~and~~organic sales, partially offset by a decrease in Home Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste category, partially offset by organic sales declines in the manual toothbrush category. The increase in Personal Care was primarily due to organic sales growth in the liquid hand soap ~~and bar soap categories, partially offset by organic sales declines in the skin health~~ category. The ~~increase~~decrease in Home Care was primarily due to organic sales declines in the surface cleaner category due to the voluntary recall of select Fabuloso multi-purpose cleaner products, partially offset by organic sales growth in the hand dish ~~category.~~and fabric softener categories.

Operating profit in North America increased 8%18% in the ~~third~~first quarter of ~~2022~~2023 to ~~$198,~~$193, or ~~100~~250 bps to ~~20.7%~~20.1% as a percentage of Net sales. This increase in Operating profit as a percentage of Net sales was ~~primarily~~ due to ~~an increase in Gross profit (10 bps) and~~ a decrease in Selling, general and administrative expenses (130 bps) and an increase in Gross profit (120 bps), both as a percentage of Net sales. This increase in Gross profit was primarily due to higher pricing and cost savings from the Company’s funding-the-growth initiatives ~~(280~~(180 bps), partially offset by significantly higher raw and packaging material costs ~~(680~~(490 bps). This decrease in Selling, general and administrative expenses was ~~primarily~~ due to lower overhead expenses ~~(110~~(310 bps), partially offset by increased advertising investment (180 bps). Lower overhead expenses were driven by lower logistics costs (380 bps), partially offset by higher other overhead expenses (70 bps).

3734

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Latin America


		Three Months Ended September 30,									Three Months Ended March 31,
		2022			2021			Change			2023			2022			Change
Net sales	Net sales	$	997		$	931		7.0	%	Net sales	$	1,075		$	954		12.5	%
Operating profit	Operating profit	$	289		$	248		17	%	Operating profit	$	315		$	265		19	%
% of Net sales	% of Net sales	29.0		%	26.6		%	240	bps	% of Net sales	29.3		%	27.8		%	150	bps

Net sales in Latin America increased ~~7.0%~~12.5% in the ~~third~~first quarter of ~~2022~~2023 to ~~$997,~~$1,075, driven by net selling price increases of ~~20.0%~~18.0%, partially offset by volume declines of ~~8.5%~~3.5% and negative foreign exchange of ~~4.5%~~2.0%. Organic sales in Latin America increased ~~11.5%~~14.5% in the ~~third~~first quarter of ~~2022.~~2023. Organic sales growth was led by ~~Brazil,~~ Mexico, Argentina, Brazil and Colombia.

The increase in organic sales in Latin America in the ~~third~~first quarter of 2023 versus the first quarter of 2022 ~~versus the third quarter of 2021~~ was ~~primarily~~ due to increases in Oral Care, Personal Care and ~~Personal~~Home Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste, ~~and~~ manual toothbrush and mouthwash categories. The increase in Personal Care was primarily due to organic sales growth in the bar soap, hair care and underarm protection categories. The increase in Home Care was primarily due to organic sales growth in the hand dish and ~~hair care~~fabric softener categories.

Operating profit in Latin America increased ~~17%~~19% in the ~~third~~first quarter of ~~2022~~2023 to ~~$289,~~$315, or ~~240~~150 bps to ~~29.0%~~29.3% as a percentage of Net sales. This increase in Operating profit as a percentage of Net sales was primarily due to ~~a decrease~~an increase in Gross profit (270 bps), partially offset by an increase in Selling, general and administrative expenses ~~(70 bps) and a decrease in Other (income) expense, net (180~~(50 bps), ~~partially offset by a decrease in Gross profit (10 bps), all~~both as a percentage of Net sales. This ~~decrease~~increase in Gross profit was primarily due to ~~significantly higher raw and packaging material costs (1,110 bps), partially offset by~~ higher pricing and cost savings from the Company’s funding-the-growth initiatives ~~(350~~(320 bps), partially offset by significantly higher raw and packaging material costs (830 bps). This ~~decrease~~increase in Selling, general and administrative expenses was due to ~~lower overhead expenses (70~~increased advertising investment (50 bps). ~~This decrease in Other (income) expense, net was primarily due to a value added tax refund in the third quarter of 2022.~~

Europe


		Three Months Ended September 30,									Three Months Ended March 31,
		2022			2021			Change			2023			2022			Change
Net sales	Net sales	$	632		$	718		(12.0)	%	Net sales	$	650		$	654		(0.5)	%
Operating profit	Operating profit	$	127		$	178		(29)	%	Operating profit	$	116		$	150		(23)	%
% of Net sales	% of Net sales	20.1		%	24.8		%	(470)	bps	% of Net sales	17.8		%	22.9		%	(510)	bps

Net sales in Europe decreased ~~12.0%~~0.5% in the ~~third~~first quarter of ~~2022~~2023 to ~~$632,~~$650, driven by volume declines of ~~2.5%~~3.5% and negative foreign exchange of ~~14.5%~~5.0%, partially offset by net selling price increases of ~~5.0%~~8.0%. Organic sales in Europe increased ~~2.5%~~4.5% in the ~~third~~first quarter of ~~2022.~~2023. Organic sales growth was led by Germany, Poland, the Netherlands, France and the United Kingdom, ~~Poland and France,~~ partially offset by organic sales declines in the Filorga ~~business.~~business, primarily related to the travel retail business and China.

The increase in organic sales in Europe in the ~~third~~first quarter of ~~2022~~2023 versus the ~~third~~first quarter of ~~2021~~2022 was primarily due to ~~an increase~~increases in Oral Care ~~organic sales, partially offset by a decrease in Personal~~and Home Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste ~~and manual toothbrush categories.~~category. The ~~decrease~~increase in ~~Personal~~Home Care was primarily due to organic sales ~~declines in the skin health and liquid hand soap categories, partially offset by organic sales~~ growth in the ~~body wash category.~~surface cleaner and fabric softener categories.

Operating profit in Europe decreased ~~29%~~23% in the ~~third~~first quarter of ~~2022~~2023 to ~~$127,~~$116, or ~~470~~510 bps to ~~20.1%~~17.8% 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 ~~(530~~(350 bps)~~, partially offset by a decrease~~ and an increase in Selling, general and administrative expenses ~~(90~~(200 bps), both as a percentage of Net sales. This decrease in Gross profit was primarily due to significantly higher raw and packaging material costs ~~(980~~(950 bps), partially offset by higher pricing and cost savings from the Company’s funding-the-growth initiatives ~~(240~~(260 bps) ~~and higher pricing.~~. This ~~decrease~~increase in Selling, general and administrative expenses was due to ~~decreased~~increased advertising investment ~~(60~~(120 bps) and ~~lower~~higher overhead expenses ~~(30 bps), as overhead efficiencies (150 bps) more than offset higher logistics costs (120~~(80 bps).

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

~~Asia Pacific~~

Three Months Ended September 30,
2022 2021 Change
Net sales $ 709 $ 731 (3.0) %
Operating profit $ 185 $ 215 (14) %
% of Net sales 26.1 % 29.4 % (330) bps

Net sales in Asia Pacific decreased 3.0% in the third quarter of 2022 to $709, driven by volume declines of 1.0% and negative foreign exchange of 8.0%, partially offset by net selling price increases of 6.0%. Organic sales in Asia Pacific increased 5.0% in the third quarter of 2022. Organic sales growth was led by the Greater China region, Australia and the Philippines.Income Taxes

The ~~increase in organic sales in Asia Pacific~~effective income tax rate was 26.2% for the first quarter of 2023 as compared to 24.2% for the first quarter of 2022. As reflected in the ~~third quarter~~table below, the non-GAAP effective income tax rate was 24.3% for the first three months of ~~2022 versus the third quarter of 2021 was primarily due~~2023, as compared to ~~an increase in Oral Care organic sales. The increase in Oral Care was primarily due to organic sales growth~~23.8% in the ~~toothpaste and manual toothbrush categories.~~comparable period of 2022.

~~Operating profit in Asia Pacific decreased 14%~~The quarterly provision for income taxes is determined based on the Company’s estimated full year effective income tax rate adjusted by the amount of tax attributable to infrequent or unusual items that are separately recognized on a discrete basis in the ~~third~~income tax provision in the quarter in which they occur. The Company’s current estimate of its full year effective income tax rate before discrete period items is 24.3%, as compared to 24.0% in the comparable period of 2022.

On August 16, 2022, the Inflation Reduction Act of 2022 ~~to $185, or 330 bps to 26.1% as~~(“IRA”) was enacted, which among other things, implements a ~~percentage~~15% minimum tax on book income of Net sales. This decrease in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (310 bps) and an increase in Selling, general and administrative expenses (50 bps), both as a percentage of Net sales. This decrease in Gross profit was primarily due to significantly higher raw and packaging material costs (950 bps), partially offset by cost savings fromcertain large corporations effective for years beginning after December 31, 2022. Based on the Company’s ~~funding-the-growth initiatives (360 bps) and higher pricing. This increase in Selling, general and administrative expenses was due to increased advertising investment (50 bps).~~

~~Africa/Eurasia~~

Three Months Ended September 30,
2022 2021 Change
Net sales $ 287 $ 258 11.0 %
Operating profit $ 66 $ 44 50 %
% of Net sales 23.0 % 17.1 % 590 bps

~~Net sales in Africa/Eurasia increased 11.0% in~~preliminary analysis, the third quarter of 2022 to $287, driven by net selling price increases of 26.5%, partially offset by volume declines of 6.5% and negative foreign exchange of 9.0%. Organic sales in Africa/Eurasia increased 20.0% in the third quarter of 2022. Organic sales growth was led by Turkiye and South Africa.

The increase in organic sales in Africa/Eurasia in the third quarter of 2022 versus the third quarter of 2021 was primarily due to increases in Oral Care and Personal Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste and manual toothbrush categories. The increase in Personal Care was primarily due to organic sales growth in the bar soap category.

Operating profit in Africa/Eurasia increased 50% in the third quarter of 2022 to $66, or 590 bps to 23.0% as a percentage of Net sales. This increase in Operating profit as a percentage of Net sales was primarily due to an increase in Gross profit (380 bps) and a decrease in Selling, general and administrative expenses (190 bps), both as a percentage of Net sales. This increase in Gross profit was due to higher pricing and cost savings from the Company’s funding-the-growth initiatives (280 bps), partially offset by significantly higher raw and packaging material costs (920 bps). This decrease in Selling, general and administrative was due to lower overhead expenses (150 bps) and decreased advertising investment (40 bps).

Effective April 1, 2022, Turkiye was designated as a hyper-inflationary economy in accordance with Accounting Standard Codification (“ASC”) Topic 830, “Foreign Currency Matters.” Consequently, the functional currency for the Company's Turkish subsidiary is the U.S. dollar and the impact of Turkish currency fluctuations has been and will be recorded in income. This designation has not had andIRA is not expected to have a material impact on the Company’s Consolidated Financial Statements. The Company will continue to evaluate the impact of this law as additional guidance and clarification becomes available.


	Three Months Ended March 31,
	2023						2022
	Income Before Income Taxes		Provision For Income Taxes(1)		Effective Income Tax Rate(2)		Income Before Income Taxes		Provision For Income Taxes(1)		Effective Income Tax Rate(2)
As Reported GAAP	$	561	$	147	26.2	%	$	795	$	192	24.2	%
ERISA litigation matter	267		55		(1.8)		—		—		—
Product recall costs	25		6		—		—		—		—
2022 Global Productivity Initiative	6		1		(0.1)		82		17		(0.4)



Non-GAAP	$	859	$	209	24.3	%	$	877	$	209	23.8	%

(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.

3932

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

~~Hill~~’~~s Pet Nutrition~~Net Income Attributable to Colgate-Palmolive Company and Earnings Per Share

Three Months Ended September 30,
2022 2021 Change
Net sales $ 872 $ 845 3.0 %
Operating profit $ 201 $ 233 (14) %
% of Net sales 23.1 % 27.6 % (450) bps

Net ~~sales for Hill’s Pet Nutrition increased 3.0%~~income attributable to Colgate-Palmolive Company in the ~~third~~first quarter of 2023 decreased to $372 from $559 in the first quarter of 2022, and Earnings per common share on a diluted basis decreased to ~~$872, driven by net selling price increases of 11.0%, partially offset by volume declines of 3.5% and negative foreign exchange of 4.5%. Organic sales in Hill’s Pet Nutrition increased 7.5%~~$0.45 per share in the ~~third~~first quarter of 2023 from $0.66 in the first quarter of 2022. ~~Organic sales growth was led by the United States and Europe.~~

~~The increase in organic sales~~Net Income attributable to Colgate-Palmolive Company in the ~~third~~first quarter of ~~2022 was primarily due to organic sales growth in the wellness and therapeutic categories.~~

Operating profit in Hill’s Pet Nutrition decreased 14% in the third quarter of 2022 to $201, or 450 bps to 23.1% 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 (540 bps), partially offset by a decrease in Selling, general and administrative expenses (100 bps), both as a percentage of Net sales. This decrease in Gross profit was primarily due to significantly~~higher raw and packaging material costs (890 bps), partially offset by higher pricing and cost savings~~2023 included charges resulting from the ~~Company’s funding-the-growth initiatives (80 bps). This decrease in Selling, general~~ERISA litigation matter, product recall costs and administrative expenses was due to decreased advertising investment (170 bps), partially offset by higher overhead expenses (70 bps), as higher logistics costs (110 bps) more than offset overhead efficiencies (40 bps).

~~Corporate~~

Three Months Ended September 30,
2022 2021 Change
Operating profit (loss) $ (119) $ (134) (11) %

Operating profit (loss) related to Corporate was $(119) in the third quarter of 2022 as compared to $(134) in the third quarter of 2021. In the third quarter of 2022, Corporate Operating profit (loss) included charges ~~of $3~~ resulting from the 2022 Global Productivity ~~Initiative, a gain on~~Initiative. Net income attributable to Colgate-Palmolive Company in the ~~sale~~first quarter of ~~land in Asia Pacific of $47 and acquisition-related costs of $17.~~

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion and Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

~~Nine Months~~2022 included charges resulting from the 2022 Global Productivity Initiative.

~~Worldwide~~Excluding the items described above in both periods as applicable, Net ~~sales were $13,338~~income attributable to Colgate-Palmolive Company in the first ~~nine months~~quarter of ~~2022, up 2.5% as compared~~2023 decreased 3% to ~~the first nine months of 2021 due to net selling price increases of 8.5%, partially offset by volume declines of 2.0% and negative foreign exchange of 4.0%. Organic sales increased 6.5%~~$608 from $624 in the first ~~nine months~~quarter of 2022, and Earnings per common share on a diluted basis decreased 1% to $0.73 in the first quarter of 2023 from $0.74 in the first quarter of 2022.

~~Net sales~~


	Three Months Ended March 31, 2023
	Income Before Income Taxes		Provision For Income Taxes(1)		Net Income Including Noncontrolling Interests		Net Income Attributable To Colgate-Palmolive Company		Diluted Earnings Per Share(2)
As Reported GAAP	$	561	$	147	$	414	$	372	$	0.45
ERISA litigation matter	267		55		212		212		0.25
Product recall costs	25		6		19		19		0.02
2022 Global Productivity Initiative	6		1		5		5		0.01


Non-GAAP	$	859	$	209	$	650	$	608	$	0.73


	Three Months Ended March 31, 2022
	Income Before Income Taxes		Provision For Income Taxes(1)		Net Income Including Noncontrolling Interests		Net Income Attributable To Colgate-Palmolive Company		Diluted Earnings Per Share(2)
As Reported GAAP	$	795	$	192	$	603	$	559	$	0.66
2022 Global Productivity Initiative	82		17		65		65		0.08
Non-GAAP	$	877	$	209	$	668	$	624	$	0.74

(1) The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the ~~Oral, Personal and Home Care product segment were $10,685 in~~tax jurisdiction(s) of the first nine months of 2022, an increase of 1.0% as compared to the first nine months of 2021 due to net selling price increases of 7.5%, partially offset by volume declines of 2.5% and negative foreign exchange of 4.0%. Organic sales in the Oral, Personal and Home Care product segment increased 5.0% in the first nine months of 2022.

The increase in organic sales in the first nine months of 2022 versus the first nine months of 2021 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 and manual toothbrush categories. The increase in Personal Care was primarily due to organic sales growth in the bar soap and underarm protection categories, partially offset by organic sales declines in the skin health category. The increase in Home Care was primarily due to organic sales growth in the fabric softener and surface cleaners categories.

Net sales in the Hill’s Pet Nutrition segment were $2,653 in the first nine months of 2022, an increase of 9.5% from the first nine months of 2021 due to volume growth of 2.0% and net selling price increases of 11.0%, partially offset by negative foreign exchange of 3.5%. Organic sales in the Hill’s Pet Nutrition segment increased 13.0% in the first nine months of 2022.

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.

4133

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Net Sales and Operating Profit by Segment

~~Net sales and Operating profit by segment were as follows:~~

Nine Months Ended September 30,
2022 2021
Net sales
Oral, Personal and Home Care
North America $ 2,850 $ 2,765
Latin America 2,970 2,745
Europe 1,925 2,144
Asia Pacific 2,131 2,142
Africa/Eurasia 809 796
Total Oral, Personal and Home Care 10,685 10,592
Pet Nutrition 2,653 2,426
Total Net sales $ 13,338 $ 13,018
Operating profit
Oral, Personal and Home Care
North America $ 557 $ 585
Latin America 818 774
Europe 410 524
Asia Pacific 556 639
Africa/Eurasia 160 153
Total Oral, Personal and Home Care 2,501 2,675
Pet Nutrition 617 661
Corporate (427) (369)
Total Operating profit $ 2,691 $ 2,967

~~Within the~~ Oral, Personal and Home Care ~~product segment,~~

North America


	Three Months Ended March 31,
	2023			2022			Change
Net sales	$	958		$	926		3.5	%
Operating profit	$	193		$	163		18	%
% of Net sales	20.1		%	17.6		%	250	bps

Net sales in North America ~~Net sales~~ increased ~~3.0%~~3.5% in the first quarter of 2023 to $958, driven by net selling price increases of ~~4.0%~~10.5%, partially offset by volume declines of ~~0.5%~~6.5% and negative foreign exchange of 0.5%. Organic sales in North America increased ~~3.5%. Latin~~4.0% in the first quarter of 2023. Organic sales growth was led by the United States.

The increase in organic sales in North America ~~Net~~in the first quarter of 2023 versus the first quarter of 2022 was due to increases in Oral Care and Personal Care organic sales, ~~increased 8.0% driven by net selling price increases of 14.0%,~~ partially offset by ~~volume declines of 4.0% and negative foreign exchange of 2.0%. Organic~~a decrease in Home Care organic sales. The increase in Oral Care was primarily due to organic sales growth in ~~Latin America increased 10.0%. Europe Net sales decreased 10.5% driven by volume declines of 3.5% and negative foreign exchange of 10.5%,~~the toothpaste category, partially offset by ~~net selling price increases~~organic sales declines in the manual toothbrush category. The increase in Personal Care was primarily due to organic sales growth in the liquid hand soap category. The decrease in Home Care was primarily due to organic sales declines in the surface cleaner category due to the voluntary recall of ~~3.5%. Organic sales in Europe was flat. Asia Pacific Net sales decreased 0.5% driven by volume declines of 0.5% and negative foreign exchange of 5.5%,~~select Fabuloso multi-purpose cleaner products, partially offset by ~~net selling price increases of 5.5%. Organic~~organic sales growth in ~~Asia Pacific increased 5.0%. Africa/Eurasia Net sales increased 1.5% driven by net selling price increases of 20.5%, partially offset by volume declines of 10.0%~~the hand dish and ~~negative foreign exchange of 9.0%. Organic sales in Africa/Eurasia increased 10.5%.~~fabric softener categories.

~~In the first nine months of 2022,~~ Operating profit ~~(loss) related to Corporate was $(427) as compared to $(369)~~in North America increased 18% in the first ~~nine months~~quarter of ~~2021. Corporate~~2023 to $193, or 250 bps to 20.1% as a percentage of Net sales. This increase in Operating profit ~~(loss) for the nine months ended September 30, 2022 included charges resulting from the 2022 Global Productivity Initiative~~as a percentage of ~~$79, a gain on the sale of land in Asia Pacific of $47 and acquisition-related costs of $17. Corporate Operating profit (loss) for the first nine months of 2021 included a benefit related~~Net sales was due to a ~~value-added tax matter~~decrease in ~~Brazil of $26.~~

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion~~Selling, general and ~~Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

~~Gross Profit/Margin~~

~~Worldwide Gross profit decreased to $7,674 in the first nine months of 2022 from $7,816 in the first nine months of 2021, reflecting a decrease of $329 resulting from lower Gross profit margin~~administrative expenses (130 bps) and an increase in Gross profit (120 bps), both as a percentage of ~~$187 resulting from higher~~ Net sales.

~~Worldwide~~ This increase in Gross profit ~~margin decreased to 57.5% in the first nine months of 2022 from 60.0% in the first nine months of 2021,~~was primarily due to higher ~~raw and packaging material costs (770 bps), partially offset by higher~~ pricing ~~(320 bps)~~ and cost savings from the Company’s funding-the-growth initiatives ~~(210~~(180 bps).

Nine Months Ended September 30,
2022 2021
Gross profit $ 7,674 $ 7,816

Nine Months Ended September 30,
2022 2021 Basis Point Change
Gross profit margin 57.5 % 60.0 % (250)

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion and Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses increased 3% to $4,932 in the first nine months of 2022 from $4,809 in the first nine months of 2021. Selling, general and administrative expenses in the first nine months of 2022 included charges resulting from the 2022 Global Productivity Initiative. Excluding these charges, Selling, general and administrative expenses increased to $4,928 in the first nine months of 2022 from $4,809 in the first nine months of 2021, reflecting higher overhead expenses of $158 and decreased advertising investment of $39.

Selling, general and administrative expenses as a percentage of Net sales increased to 37.0% in the first nine months of 2022 from 36.9% in the first nine months of 2021. Excluding charges resulting from the 2022 Global Productivity Initiative in the first nine months of 2022, Selling, general and administrative expenses as a percentage of Net sales remained flat at 36.9% as higher logistics costs (110 bps) were, partially offset by ~~decreased advertising investment (60~~significantly higher raw and packaging material costs (490 bps) ~~and overhead efficiencies (50 bps)~~.

In the first nine months of 2022, advertising investment decreased 2.5% in absolute terms to $1,493 as compared with $1,532 in the first nine months of 2021, or as a percentage of Net sales to 11.2% from 11.8% in the first nine months of 2021.

Nine Months Ended September 30,
2022 2021
Selling, general and administrative expenses, GAAP $ 4,932 $ 4,809
2022 Global Productivity Initiative (4) —
Selling, general and administrative expenses, non-GAAP $ 4,928 $ 4,809

Nine Months Ended September 30,
2022 2021 Basis Point Change
Selling, general and administrative expenses as a percentage of Net sales, GAAP 37.0 % 36.9 % 10
2022 Global Productivity Initiative (0.1) —
Selling, general and administrative expenses as a percentage of Net sales, non-GAAP 36.9 % 36.9 % —

~~Other (Income) Expense, Net~~

Other (income) expense, net was $51 and $40 in the first nine months of 2022 and 2021, respectively. Other (income) expense, net in the first nine months of 2022 included charges resulting from the 2022 Global Productivity Initiative, a gain on the sale of land in Asia Pacific and acquisition-related costs. Other (income) expense, net in the first nine months of 2021 included a benefit related to a value-added tax matter in Brazil. Excluding these items in both periods as applicable, Other (income) expense, net was $6 and $66 in the first nine months of 2022 and 2021, respectively.

Nine Months Ended September 30,
2022 2021
Other (income) expense, net, GAAP $ 51 $ 40
2022 Global Productivity Initiative (75) —
Gain on the sale of land in Asia Pacific 47 —
Acquisition-related costs (17) —
Value-added tax matter in Brazil — 26
Other (income) expense, net, non-GAAP $ 6 $ 66

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion and Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

~~Operating Profit~~

Operating profit decreased 9% to $2,691 in the first nine months of 2022 from $2,967 in the first nine months of 2021. Operating profit in the first nine months of 2022 included charges resulting from the 2022 Global Productivity Initiative, a gain on the sale of land in Asia Pacific and acquisition-related costs. Operating profit in the first nine months of 2021 included a benefit related to a value-added tax matter in Brazil. Excluding these items in both periods as applicable, Operating profit decreased to $2,740 in the first nine months of 2022 from $2,941 in the first nine months of 2021, due to a This decrease ~~in Gross profit and an increase~~ in Selling, general and administrative expenses ~~partially offset by a decrease in Other (income) expense, net.~~

~~Operating profit margin~~ was 20.2% in the first nine months of 2022, a decrease of 260 bps compared to 22.8% in the first nine months of 2021. Excluding the items described above in both periods as applicable, Operating profit margin was 20.5% in the first nine months of 2022, a decrease of 210 bps compared to 22.6% in the first nine months of 2021, due to ~~a decrease in Gross profit (250~~lower overhead expenses (310 bps), partially offset by ~~a decrease in Other (income) expense, net (40~~increased advertising investment (180 bps). Lower overhead expenses were driven by lower logistics costs (380 bps), ~~both as a percentage of Net sales.~~

Nine Months Ended September 30,
2022 2021 % Change
Operating profit, GAAP $ 2,691 $ 2,967 (9) %
2022 Global Productivity Initiative 79 —
Gain on the sale of land in Asia Pacific (47) —
Acquisition-related costs 17 —
Value-added tax matter in Brazil — (26)
Operating profit, non-GAAP $ 2,740 $ 2,941 (7) %

Nine Months Ended September 30,
2022 2021 Basis Point Change
Operating profit margin, GAAP 20.2 % 22.8 % (260)
2022 Global Productivity Initiative 0.6 —
Gain on the sale of land in Asia Pacific (0.4) —
Acquisition-related costs 0.1 —
Value-added tax matter in Brazil — (0.2)
Operating profit margin, non-GAAP 20.5 % 22.6 % (210)

~~Non-Service Related Postretirement Costs~~

Non-service related postretirement costs were $65 in the first nine months of 2022 as compared to $52 in the first nine months of 2021. Non-service related postretirement costs in the first nine months of 2022 included charges resulting from the 2022 Global Productivity Initiative. Excluding these charges, Non-service related postretirement costs were $52 in the first nine months of 2022 and 2021.

Nine Months Ended September 30,
2022 2021
Non-service related postretirement costs, GAAP $ 65 $ 52
2022 Global Productivity Initiative (13) —
Non-service related postretirement costs, non-GAAP $ 52 $ 52

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion and Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

~~Interest (Income) Expense, Net~~

Interest (income) expense, net was $98 in the first nine months of 2022 as compared to $152 in the first nine months of 2021. The decrease in Interest (income) expense, net in the third quarter of 2022 as compared to the third quarter of 2021 was primarily due to the loss on the early extinguishment of debt during the third quarter of 2021 of $75. Excluding the loss on the early extinguishment of debt, Interest (income) expense, net was $98 in the first nine months of 2022 as compared to $77 in the first nine months of 2021, primarily due topartially offset by higher ~~interest rates.~~

Nine Months Ended September 30,
2022 2021
Interest (income) expense, net, GAAP $ 98 $ 152
Loss on early extinguishment of debt — (75)
Interest (income) expense, net, non-GAAP $ 98 $ 77

other overhead expenses (70 bps).

4634

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Latin America


	Three Months Ended March 31,
	2023			2022			Change
Net sales	$	1,075		$	954		12.5	%
Operating profit	$	315		$	265		19	%
% of Net sales	29.3		%	27.8		%	150	bps

Net sales in Latin America increased 12.5% in the first quarter of 2023 to $1,075, driven by net selling price increases of 18.0%, partially offset by volume declines of 3.5% and negative foreign exchange of 2.0%. Organic sales in Latin America increased 14.5% in the first quarter of 2023. Organic sales growth was led by Mexico, Argentina, Brazil and Colombia.

The increase in organic sales in Latin America in the first quarter of 2023 versus the first quarter of 2022 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, hair care and underarm protection categories. The increase in Home Care was primarily due to organic sales growth in the hand dish and fabric softener categories.

Operating profit in Latin America increased 19% in the first quarter of 2023 to $315, or 150 bps to 29.3% as a percentage of Net sales. This increase in Operating profit as a percentage of Net sales was primarily due to an increase in Gross profit (270 bps), partially offset by an increase in Selling, general and administrative expenses (50 bps), both as a percentage of Net sales. This increase in Gross profit was primarily due to higher pricing and cost savings from the Company’s funding-the-growth initiatives (320 bps), partially offset by significantly higher raw and packaging material costs (830 bps). This increase in Selling, general and administrative expenses was due to increased advertising investment (50 bps).

Europe


	Three Months Ended March 31,
	2023			2022			Change
Net sales	$	650		$	654		(0.5)	%
Operating profit	$	116		$	150		(23)	%
% of Net sales	17.8		%	22.9		%	(510)	bps

Net sales in Europe decreased 0.5% in the first quarter of 2023 to $650, driven by volume declines of 3.5% and negative foreign exchange of 5.0%, partially offset by net selling price increases of 8.0%. Organic sales in Europe increased 4.5% in the first quarter of 2023. Organic sales growth was led by Germany, Poland, the Netherlands, France and the United Kingdom, partially offset by organic sales declines in the Filorga business, primarily related to the travel retail business and China.

The increase in organic sales in Europe in the first quarter of 2023 versus the first quarter of 2022 was primarily due to increases in Oral Care and Home Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste category. The increase in Home Care was primarily due to organic sales growth in the surface cleaner and fabric softener categories.

Operating profit in Europe decreased 23% in the first quarter of 2023 to $116, or 510 bps to 17.8% 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 (350 bps) and an increase in Selling, general and administrative expenses (200 bps), both as a percentage of Net sales. This decrease in Gross profit was primarily due to significantly higher raw and packaging material costs (950 bps), partially offset by higher pricing and cost savings from the Company’s funding-the-growth initiatives (260 bps). This increase in Selling, general and administrative expenses was due to increased advertising investment (120 bps) and higher overhead expenses (80 bps).

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Income Taxes

The effective income tax rate was ~~23.5%~~26.2% for the ~~third~~first quarter of ~~2022~~2023 as compared to ~~20.2% for the third quarter of 2021.~~

~~The effective income tax rate was 23.9%~~24.2% for the first ~~nine months~~quarter of ~~2022 as compared to 22.2% for the first nine months of 2021.~~2022. As reflected in the table below, the non-GAAP effective income tax rate was ~~23.7%~~24.3% for the first ~~nine~~three months of ~~2022,~~2023, as compared to ~~22.3%~~23.8% in the comparable period of ~~2021.~~2022.

The quarterly provision for income taxes is determined based on the Company’s estimated full year effective income tax rate adjusted by the amount of tax attributable to infrequent or unusual items that are separately recognized on a discrete basis in the income tax provision in the quarter in which they occur. The Company’s current estimate of its full year effective income tax rate before discrete period items is ~~23.8%~~24.3%, as compared to ~~22.6% in 2021. The increase~~24.0% in the ~~Company~~’~~s full year effective tax rate before discrete~~comparable period ~~items is primarily driven by the impact~~ of ~~recently finalized U.S. tax regulations, which place greater restrictions on foreign taxes that are creditable against U.S. taxes on foreign-sourced income.~~2022.

Three Months Ended September 30,
2022 2021
Income Before Income Taxes
Provision For Income Taxes(1)
Effective Income Tax Rate(2)
Income Before Income Taxes
Provision For Income Taxes(1)
Effective Income Tax Rate(2)
As Reported GAAP $ 892 $ 210 23.5 % $ 853 $ 172 20.2 %
2022 Global Productivity Initiative 2 — (0.1) — — —
Gain on the sale of land in Asia Pacific (47) (11) 0.1 — — —
Acquisition-related costs 17 2 (0.2) — — —
Loss on early extinguishment of debt — — — 75 20 0.5
Non-GAAP $ 864 $ 201 23.3 % $ 928 $ 192 20.7 %

Nine Months Ended September 30,
2022 2021
Income Before Income Taxes
Provision For Income Taxes(1)
Effective Income Tax Rate(2)
Income Before Income Taxes
Provision For Income Taxes(1)
Effective Income Tax Rate(2)
As Reported GAAP $ 2,528 $ 604 23.9 % $ 2,763 $ 613 22.2 %
2022 Global Productivity Initiative 92 19 (0.1) — — —
Gain on the sale of land in Asia Pacific (47) (11) — — — —
Acquisition-related costs 17 2 (0.1) — — —
Value-added tax matter in Brazil — — — (26) (6) —
Loss on early extinguishment of debt — — — 75 20 0.1
Non-GAAP $ 2,590 $ 614 23.7 % $ 2,812 $ 627 22.3 %

~~(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.

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion and Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was ~~enacted.~~enacted, which among other things, implements a 15% minimum tax on book income of certain large corporations effective for years beginning after December 31, 2022. Based on the Company’s preliminary analysis, the IRA is not expected to have a material impact on the Company’s Consolidated Financial Statements. The Company will continue to evaluate the impact of this law as additional guidance and clarification becomes available.

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion and Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

~~Net Income Attributable to Colgate-Palmolive Company and Earnings Per Share~~Statements.

~~Net~~The Company has ongoing federal, state and international income ~~attributable~~tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities and not fully sustained. All U.S. federal income tax returns through December 31, 2013 have been audited by the Internal Revenue Service (the “IRS”) and there are limited matters which the Company plans to ~~Colgate-Palmolive~~appeal for years 2010 through 2013. One such matter relates to the IRS assessment of taxes on the Company by imputing income on certain activities within one of our international operations, which is also under audit for the years 2014 through 2018. There was a U.S. Tax Court ruling in February 2023 in favor of the IRS against an unrelated party on a similar matter. Despite the recent U.S. Tax Court ruling, the Company continues to believe that the tax assessment against the Company is without merit. While there can be no assurances, the Company believes this matter will ultimately be decided in favor of the Company. The amount of tax plus interest for the years 2010 through 2018 is estimated to be approximately $145, which is not included in the first nine months of 2022 decreased to $1,780 from $2,018 in the comparable 2021 period. Earnings per common share on a diluted basis decreased to $2.12 in the first nine months of 2022 from $2.38 in the comparable 2021 period. Net income attributable to Colgate-Palmolive Company in the first nine months of 2022 included charges resulting from the 2022 Global Productivity Initiative, a gain on the sale of land in Asia Pacific and acquisition-related costs. Net income attributable to Colgate-Palmolive Company in the comparable 2021 period included a benefit related to a value-addedCompany’s uncertain tax ~~matter in Brazil and a loss on the early extinguishment of debt.~~positions.

Excluding the items described above in both periods as applicable, Net income attributable to Colgate-Palmolive Company in the first nine months of 2022 decreased 10% to $1,852 from $2,053 in the first nine months of 2021, and Earnings per common share on a diluted basis decreased 9% to $2.20 in the first nine months of 2022 from $2.42 in the first nine months of 2021.

Nine Months Ended September 30, 2022
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 $ 2,528 $ 604 $ 1,924 $ 144 $ 1,780 $ 2.12
2022 Global Productivity Initiative 92 19 73 1 72 0.08
Gain on the sale of land in Asia Pacific (47) (11) (36) (21) (15) (0.02)
Acquisition-related costs 17 2 15 — 15 0.02
Non-GAAP $ 2,590 $ 614 $ 1,976 $ 124 $ 1,852 $ 2.20


														Three Months Ended March 31,
		Nine Months Ended September 30, 2021										2023						2022
		Income Before Income Taxes		Provision For Income Taxes(1)		Net Income Including Noncontrolling Interests		Net Income Attributable To Colgate-Palmolive Company		Diluted Earnings Per Share(2)				Income Before Income Taxes		Provision For Income Taxes(1)		Effective Income Tax Rate(2)		Income Before Income Taxes		Provision For Income Taxes(1)		Effective Income Tax Rate(2)
As Reported GAAP	As Reported GAAP	$	2,763	$	613	$	2,150	$	2,018	$	2.38		As Reported GAAP	$	561	$	147	26.2	%	$	795	$	192	24.2	%
Value-added tax matter in Brazil		(26)		(6)		(20)		(20)		(0.02)
Loss on early extinguishment of debt		75		20		55		55		0.06
ERISA litigation matter													ERISA litigation matter	267		55		(1.8)		—		—		—
Product recall costs													Product recall costs	25		6		—		—		—		—
2022 Global Productivity Initiative													2022 Global Productivity Initiative	6		1		(0.1)		82		17		(0.4)

Non-GAAP	Non-GAAP	$	2,812	$	627	$	2,185	$	2,053	$	2.42		Non-GAAP	$	859	$	209	24.3	%	$	877	$	209	23.8	%

(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.

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(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 in the first quarter of 2023 decreased to $372 from $559 in the first quarter of 2022, and Earnings per common share on a diluted basis decreased to $0.45 per share in the first quarter of 2023 from $0.66 in the first quarter of 2022. Net Income attributable to Colgate-Palmolive Company in the first quarter of 2023 included charges resulting from the ERISA litigation matter, product recall costs and charges resulting from the 2022 Global Productivity Initiative. Net income attributable to Colgate-Palmolive Company in the first quarter of 2022 included charges resulting from the 2022 Global Productivity Initiative.

Excluding the items described above in both periods as applicable, Net income attributable to Colgate-Palmolive Company in the first quarter of 2023 decreased 3% to $608 from $624 in the first quarter of 2022, and Earnings per common share on a diluted basis decreased 1% to $0.73 in the first quarter of 2023 from $0.74 in the first quarter of 2022.


	Three Months Ended March 31, 2023
	Income Before Income Taxes		Provision For Income Taxes(1)		Net Income Including Noncontrolling Interests		Net Income Attributable To Colgate-Palmolive Company		Diluted Earnings Per Share(2)
As Reported GAAP	$	561	$	147	$	414	$	372	$	0.45
ERISA litigation matter	267		55		212		212		0.25
Product recall costs	25		6		19		19		0.02
2022 Global Productivity Initiative	6		1		5		5		0.01


Non-GAAP	$	859	$	209	$	650	$	608	$	0.73


	Three Months Ended March 31, 2022
	Income Before Income Taxes		Provision For Income Taxes(1)		Net Income Including Noncontrolling Interests		Net Income Attributable To Colgate-Palmolive Company		Diluted Earnings Per Share(2)
As Reported GAAP	$	795	$	192	$	603	$	559	$	0.66
2022 Global Productivity Initiative	82		17		65		65		0.08
Non-GAAP	$	877	$	209	$	668	$	624	$	0.74

(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.

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Net Sales and Operating Profit by Segment

Oral, Personal and Home Care

North America


	Three Months Ended March 31,
	2023			2022			Change
Net sales	$	958		$	926		3.5	%
Operating profit	$	193		$	163		18	%
% of Net sales	20.1		%	17.6		%	250	bps

Net sales in North America increased 3.5% in the first quarter of 2023 to $958, driven by net selling price increases of 10.5%, partially offset by volume declines of 6.5% and negative foreign exchange of 0.5%. Organic sales in North America increased 4.0% in the first quarter of 2023. Organic sales growth was led by the United States.

The increase in organic sales in North America in the first quarter of 2023 versus the first quarter of 2022 was due to increases in Oral Care and Personal Care organic sales, partially offset by a decrease in Home Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste category, partially offset by organic sales declines in the manual toothbrush category. The increase in Personal Care was primarily due to organic sales growth in the liquid hand soap category. The decrease in Home Care was primarily due to organic sales declines in the surface cleaner category due to the voluntary recall of select Fabuloso multi-purpose cleaner products, partially offset by organic sales growth in the hand dish and fabric softener categories.

Operating profit in North America increased 18% in the first quarter of 2023 to $193, or 250 bps to 20.1% as a percentage of Net sales. This increase in Operating profit as a percentage of Net sales was due to a decrease in Selling, general and administrative expenses (130 bps) and an increase in Gross profit (120 bps), both as a percentage of Net sales. This increase in Gross profit was primarily due to higher pricing and cost savings from the Company’s funding-the-growth initiatives (180 bps), partially offset by significantly higher raw and packaging material costs (490 bps). This decrease in Selling, general and administrative expenses was due to lower overhead expenses (310 bps), partially offset by increased advertising investment (180 bps). Lower overhead expenses were driven by lower logistics costs (380 bps), partially offset by higher other overhead expenses (70 bps).

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Latin America


	Three Months Ended March 31,
	2023			2022			Change
Net sales	$	1,075		$	954		12.5	%
Operating profit	$	315		$	265		19	%
% of Net sales	29.3		%	27.8		%	150	bps

Europe


	Three Months Ended March 31,
	2023			2022			Change
Net sales	$	650		$	654		(0.5)	%
Operating profit	$	116		$	150		(23)	%
% of Net sales	17.8		%	22.9		%	(510)	bps

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Asia Pacific


	Three Months Ended March 31,
	2023			2022			Change
Net sales	$	738		$	726		1.5	%
Operating profit	$	202		$	206		(2)	%
% of Net sales	27.4		%	28.4		%	(100)	bps

Net sales in Asia Pacific increased 1.5% in the first quarter of 2023 to $738, driven by volume growth of 2.0% and net selling price increases of 6.5%, partially offset by negative foreign exchange of 7.0%. Organic sales in Asia Pacific increased 8.5% in the first quarter of 2023. Organic sales growth was led by the Greater China region, India, Australia and the Philippines.

The increase in organic sales in Asia Pacific in the first quarter of 2023 versus the first quarter of 2022 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 category.

Operating profit in Asia Pacific decreased 2% in the first quarter of 2023 to $202, or 100 bps to 27.4% 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 (130 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 significantly higher raw and packaging material costs (690 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (270 bps) and higher pricing. This decrease in Selling, general and administrative expenses was due to lower overhead expenses (30 bps) and decreased advertising investment (30 bps). Lower overhead expenses were driven by lower logistics costs (140 bps), partially offset by higher other overhead expenses (110 bps).

Africa/Eurasia


	Three Months Ended March 31,
	2023			2022			Change
Net sales	$	288		$	267		8.0	%
Operating profit	$	68		$	44		55	%
% of Net sales	23.6		%	16.5		%	710	bps

Net sales in Africa/Eurasia increased 8.0% in the first quarter of 2023 to $288, driven by net selling price increases of 21.5%, partially offset by volume declines of 5.0% and negative foreign exchange of 8.5%. Organic sales in Africa/Eurasia increased 16.5% in the first quarter of 2023. Organic sales growth was led by Turkiye and South Africa.

The increase in organic sales in Africa/Eurasia in the first quarter of 2023 versus the first quarter of 2022 was primarily due to increases in Oral Care and Personal Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste and manual toothbrush categories. The increase in Personal Care was primarily due to organic sales growth in the bar soap and body wash categories.

Operating profit in Africa/Eurasia increased 55% in the first quarter of 2023 to $68, or 710 bps to 23.6% as a percentage of Net sales. This increase in Operating profit as a percentage of Net sales was due to an increase in Gross profit (350 bps), a decrease in Selling, general and administrative expenses (200 bps) and a decrease in Other (income) expense, net (160 bps), all as a percentage of Net sales. This increase in Gross profit was due to higher pricing and cost savings from the Company’s funding-the-growth initiatives (300 bps), partially offset by significantly higher raw and packaging material costs (690 bps), which included foreign exchange transaction costs. This decrease in Selling, general and administrative was due to lower overhead expenses (290 bps), driven by lower logistics costs (270 bps) and partially offset by increased advertising investment (90 bps). This decrease in Other (income) expense, net was primarily due to costs incurred in the first quarter of 2022 due to the war in Ukraine.

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Hill’s Pet Nutrition


	Three Months Ended March 31,
	2023			2022			Change
Net sales	$	1,061		$	872		21.5	%
Operating profit	$	183		$	204		(10)	%
% of Net sales	17.2		%	23.4		%	(620)	bps

Net sales for Hill’s Pet Nutrition increased 21.5% in the first quarter of 2023 to $1,061, driven by volume growth of 12.0% and net selling price increases of 11.5%, partially offset by negative foreign exchange of 2.0%. Acquisitions contributed 9.5% to volume. Organic sales in Hill’s Pet Nutrition increased 14.0% in the first quarter of 2023. Organic sales growth was led by the United States and Europe.

The increase in organic sales in the first quarter of 2023 was primarily due to organic sales growth in the therapeutic and wellness categories.

Operating profit in Hill’s Pet Nutrition decreased 10% in the first quarter of 2023 to $183, or 620 bps to 17.2% as a percentage of Net sales. This decrease in Operating profit as a percentage of Net sales was due to a decrease in Gross profit (860 bps), partially offset by a decrease in Selling, general and administrative expenses (240 bps), both as a percentage of Net sales. This decrease in Gross profit was due to significantly higher raw and packaging material costs (920 bps) and unfavorable mix primarily due to private label sales resulting from the previously disclosed acquisitions of pet food businesses (550 bps), partially offset by higher pricing and cost savings from the Company’s funding-the-growth initiatives (220 bps). This decrease in Selling, general and administrative expenses was due to lower overhead expenses (270 bps), partially offset by increased advertising investment (30 bps). Lower overhead expenses were due to overhead efficiencies (140 bps) and lower logistics costs (130 bps).

Corporate


	Three Months Ended March 31,
	2023		2022		Change
Operating profit (loss)	$	(168)	$	(172)	(2)	%

Operating profit (loss) related to Corporate was $(168) in the first quarter of 2023 as compared to $(172) in the first quarter of 2022. In the first quarter of 2023, Corporate Operating profit (loss) included product recall costs of $25 and charges resulting from the 2022 Global Productivity Initiative of $5.

In the first quarter of 2022, Corporate Operating profit (loss) included charges of $63 resulting from the 2022 Global Productivity Initiative.

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Restructuring and Related Implementation Charges

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.

For the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, charges resulting from the 2022 Global Productivity Initiative are reflected in the income statement as follows:


	~~Nine Months Ended September 30,~~
		~~2022~~

~~Selling, general and administrative expenses~~		4
~~Other (income) expense, net~~		75
~~Non-service related postretirement costs~~		13
~~Total 2022 Global Productivity Initiative charges, pretax~~		$	92

~~Total 2022 Global Productivity Initiative charges, aftertax~~		$	72


	Three Months Ended March 31,
	2023		2022


Other (income) expense, net	$	5	$	63
Non-service related postretirement costs	1		19
Total 2022 Global Productivity Initiative charges, pretax	$	6	$	82

Total 2022 Global Productivity Initiative charges, aftertax	$	5	$	65

Total charges incurred for the 2022 Global Productivity Initiative relate to initiatives undertaken by the following reportable operating segments:


	~~Nine Months Ended September 30,~~
	~~2022~~
~~North America~~	11	%
~~Latin America~~	16	%
~~Europe~~	16	%
~~Asia Pacific~~	9	%
~~Africa/Eurasia~~	12	%
~~Hill’s Pet Nutrition~~	10	%
~~Corporate~~	26	%
~~Total~~	~~100~~	%


	Three Months Ended March 31,				Program-to-date Accumulated Charges
	2023		2022
North America	7	%	13	%	10	%
Latin America	11	%	15	%	18	%
Europe	15	%	18	%	18	%
Asia Pacific	6	%	11	%	9	%
Africa/Eurasia	13	%	4	%	11	%
Hill’s Pet Nutrition	16	%	9	%	12	%
Corporate	32	%	30	%	22	%
Total	100	%	100	%	100	%

5038

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Since the inception of the 2022 Global Productivity Initiative, the Company has incurred cumulative pretax charges of $116 ($92 aftertax) in connection with the implementation of various projects as follows:


	Cumulative Charges
	as of March 31, 2023
Employee-Related Costs	$	108
Incremental Depreciation	—
Asset Impairments	1
Other	7
Total	$	116

The following table summarizes the activity for the restructuring and related implementation charges discussed above and the related accruals:


		Nine Months Ended September 30,											Three Months Ended March 31, 2023
		Employee-Related Costs		Incremental Depreciation		Asset Impairments		Other		Total			Employee-Related Costs		Incremental Depreciation		Asset Impairments		Other		Total
Balance at December 31, 2021		$	—	$	—	$	—	$	—	$	—
Balance at December 31, 2022												Balance at December 31, 2022	$	30	$	—	$	1	$	3	$	34
Charges	Charges	89		—		—		3		92		Charges	6		—		—		—		6
Cash Payments	Cash Payments	(36)		—		—		(2)		(38)		Cash Payments	(13)		—		—		(1)		(14)
Charges against assets	Charges against assets	(13)		—		—		—		(13)		Charges against assets	(1)		—		—		—		(1)
Foreign exchange	Foreign exchange	(2)		—		—		—		(2)		Foreign exchange	—		—		—		—		—
Balance at September 30, 2022		$	38	$	—	$	—	$	1	$	39
Balance at March 31, 2023												Balance at March 31, 2023	$	22	$	—	$	1	$	2	$	25

5139

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q. 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 three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 is provided below.

~~Selling, general and administrative expenses,~~ Other (income) expense, net, Operating profit, Operating profit margin, Non-service related postretirement costs, effective income tax rate, Net income attributable to Colgate-Palmolive Company and Earnings per share on a diluted basis are discussed in this Quarterly Report on Form 10-Q both on a GAAP basis and excluding, as applicable, charges resulting from the ERISA litigation matter, product recall costs and charges resulting from the 2022 Global Productivity ~~Initiative, a gain on the sale of land in Asia Pacific, acquisition-related costs, a loss on the early extinguishment of debt and a benefit related to a value-added tax matter in Brazil.~~Initiative. 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, acquisition-related costs, gains and losses from certain ~~acquisitions,~~ divestitures and certain other 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 three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ is presented within the applicable section of Results of Operations.

The following tables provide a quantitative reconciliation of Net sales growth to organic sales growth for the three ~~and nine~~ months ended ~~September 30, 2022:~~March 31, 2023:


Three Months Ended September 30, 2022		Net Sales Growth (GAAP)	Foreign Exchange Impact	Acquisitions and Divestments Impact	Organic Sales Growth (Non-GAAP)
Three Months Ended March 31, 2023						Three Months Ended March 31, 2023	Net Sales Growth (GAAP)	Foreign Exchange Impact	Acquisitions and Divestments Impact	Organic Sales Growth (Non-GAAP)
Oral, Personal and Home Care	Oral, Personal and Home Care					Oral, Personal and Home Care
North America	North America	3.0%	(0.5)%	—%	3.5%	North America	3.5%	(0.5)%	—%	4.0%
Latin America	Latin America	7.0%	(4.5)%	—%	11.5%	Latin America	12.5%	(2.0)%	—%	14.5%
Europe	Europe	(12.0)%	(14.5)%	—%	2.5%	Europe	(0.5)%	(5.0)%	—%	4.5%
Asia Pacific	Asia Pacific	(3.0)%	(8.0)%	—%	5.0%	Asia Pacific	1.5%	(7.0)%	—%	8.5%
Africa/Eurasia	Africa/Eurasia	11.0%	(9.0)%	—%	20.0%	Africa/Eurasia	8.0%	(8.5)%	—%	16.5%
Total Oral, Personal and Home Care	Total Oral, Personal and Home Care	0.5%	(6.5)%	—%	7.0%	Total Oral, Personal and Home Care	5.0%	(4.0)%	—%	9.0%
Pet Nutrition	Pet Nutrition	3.0%	(4.5)%	—%	7.5%	Pet Nutrition	21.5%	(2.0)%	9.5%	14.0%
Total Company	Total Company	1.0%	(6.0)%	—%	7.0%	Total Company	8.5%	(3.5)%	2.0%	10.0%

~~COLGATE-PALMOLIVE COMPANY~~

~~Management’s Discussion and Analysis of Financial~~

~~Condition and Results of Operations~~

~~(Dollars in Millions Except Per Share Amounts)~~

Nine Months Ended September 30, 2022 Net Sales Growth
(GAAP) Foreign
Exchange
Impact Acquisitions and Divestments
Impact Organic
Sales Growth
(Non-GAAP)
Oral, Personal and Home Care
North America 3.0% (0.5)% —% 3.5%
Latin America 8.0% (2.0)% —% 10.0%
Europe (10.5)% (10.5)% —% —%
Asia Pacific (0.5)% (5.5)% —% 5.0%
Africa/Eurasia 1.5% (9.0)% —% 10.5%
Total Oral, Personal and Home Care 1.0% (4.0)% —% 5.0%
Pet Nutrition 9.5% (3.5)% —% 13.0%
Total Company 2.5% (4.0)% —% 6.5%

5340

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(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 15%~~increased 90% to ~~$1,883~~$735 in the first ~~nine~~three months of ~~2022,~~2023, compared with ~~$2,219~~$386 in the comparable period of ~~2021,~~2022, primarily due to ~~higher levels of inventory (driven~~an improvement in working capital, partially offset by ~~higher raw and packaging material costs and increased levels to mitigate the risk of supply chain and logistics disruptions) and~~ lower net ~~income.~~income, excluding non-cash items in the period. The Company’s working capital was ~~(1.9%~~(0.4%) as a percentage of Net sales as of ~~September 30, 2022~~March 31, 2023 as compared to ~~(3.8%~~(2.8%) as of ~~September 30, 2021.~~March 31, 2022. 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 ~~$1,428~~$264 of cash in the first ~~nine~~three months of ~~2022,~~2023, compared with ~~$462~~$141 in the comparable period of 2021. Investing activities in the first nine months of 2022 included the Company’s acquisition of businesses from Red Collar Pet Foods and Nutriamo discussed in Note 4, Acquisitions to the Consolidated Financial Statements.2022.

Capital ~~spending was $475~~expenditures were $163 in the first ~~nine~~three months of ~~2022~~2023 compared to ~~$374~~$122 in the comparable period of ~~2021.~~2022. Capital expenditures for ~~2022~~2023 are expected to be approximately ~~3.5% to~~ 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 ~~$286~~$375 of cash during the first ~~nine~~three months of ~~2022,~~2023, compared with ~~$1,668~~$204 used in the comparable period of ~~2021.~~2022. This primarily reflects higher ~~proceeds from the issuance~~repayments of ~~debt in the first nine months of 2022~~commercial paper compared with the comparable period of ~~2021.~~2022, the principal payment of debt in the first three months of 2023, partially offset by higher debt issuances compared with the comparable period of 2022.

Long-term debt, including the current portion, increased to ~~$8,232~~$8,885 as of ~~September 30, 2022,~~March 31, 2023, as compared to ~~$7,206~~$8,755 as of December 31, ~~2021,~~2022, and total debt was ~~$8,248~~$8,907 as of ~~September 30, 2022,~~March 31, 2023, as compared to ~~$7,245~~$8,766 as of December 31, ~~2021.~~2022.

In March 2023, the Company issued $500 of three-year Senior Notes at a fixed coupon rate of 4.800%, $500 of five-year Senior Notes at a fixed coupon rate of 4.600% and $500 of ten-year Senior Notes at a fixed coupon rate of 4.600%. The Company’s debt issuances support the Company’s capital structure objectives of funding its business and growth initiatives while minimizing its risk-adjusted cost of capital.

In August 2022, the Company issued $500 of three-year Senior Notes at a fixed coupon rate of 3.100%, $500 of five-year Senior Notes at a fixed coupon rate of 3.100% and $500 of ten-year Senior Notes at a fixed coupon rate of 3.250%.

In 1990, CP Canada, issued C$145 of Canadian dollar-denominated unsecured unsubordinated 12.85% guaranteed notes due October 4, 2030. On August 26, 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.

Domestic and foreign commercial paper outstanding was ~~$1,040~~$873 and ~~$1,633~~$1,632 as of ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The average daily balances outstanding for commercial paper in the first ~~nine~~three months of 2023 and 2022 were $2,090 and ~~2021 were $1,823 and $2,061,~~$1,694, 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 unused lines of credit (including under the facilities discussed below) or by issuing long-term debt pursuant to an effective shelf registration statement. In ~~August 2021,~~November 2022, the Company entered into ~~a new~~an amended and restated $3,000 five-year revolving credit facility with a syndicate of banks for a five-year term expiring ~~August 2026,~~November 2027, which replaced, on substantially similar terms, the Company’s ~~$2,650~~$3,000 revolving credit facility that was scheduled to expire in ~~November 2024.~~August 2026. Commitment fees related to the credit facility were not material.

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 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for further information about the Company’s long-term debt and credit facilities.

In the first quarter of 2023, the Company increased the quarterly common stock dividend to $0.48 per share from $0.47 per share previously, effective in the second quarter of 2023.

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

~~In the first quarter of 2022, the Company increased the quarterly common stock dividend to $0.47 per share from $0.45 per share previously, effective in the second quarter of 2022.~~

Cash and cash equivalents increased ~~$106~~$92 during the first ~~nine~~three months of ~~2022~~2023 to ~~$938~~$867 at ~~September 30, 2022,~~March 31, 2023, compared to ~~$832~~$775 at December 31, ~~2021,~~2022, the majority of which ($~~909~~828 and ~~$784~~$735 respectively) was held by the Company’s foreign subsidiaries.

For additional information regarding liquidity and capital resources, ~~please~~ refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Goodwill and Intangible Assets

Due primarily to the continued impact of the COVID-19 pandemic on the Filorga skin health business and the impact of significantly higher interest rates, in the fourth quarter of 2022, the Company recorded an impairment charge to adjust the carrying values of the indefinite-lived trademark, customer relationships and goodwill of its Filorga reporting unit to their respective fair values. Additionally, the fair value of two of the Company’s indefinite-lived trademark intangible assets, other than Filorga, continues to exceed their recorded carrying values by less than 10%.

Given the inherent uncertainties of estimating the future cash flows, the impact of interest rates and inflation on macroeconomic conditions, actual results may differ from management's current estimates which could potentially result in additional impairment charges in future periods.

5542

COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Market Share Information

Management uses market share information as a key indicator to monitor business health and performance. References to market share in this Quarterly Report on Form 10-Q 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 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.

Cautionary Statement on Forward-Looking Statements

This Quarterly Report on Form 10-Q ~~may contain~~contains 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, the impact of the war in Ukraine, cost-reduction plans ~~including~~(including the 2022 Global Productivity ~~Initiative,~~Initiative), tax rates, interest rates, new product introductions, ~~and~~ digital capabilities, 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 macroeconomic and political environment in different countries, including as a result of inflation and rising interest rates, and its effect on consumer spending habits, foreign currency rate fluctuations, exchange controls, tariffs, sanctions, 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, the ability to manage disruptions in our global supply chain and/or key office facilities, the 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), the ability to develop innovative new products, the ability to continue lowering costs and operate in an agile manner, the ability to maintain the security of our information technology systems from a cyber-security incident or data breach, the ability to address the effects of climate change and achieve our sustainability and social impact goals, 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, including inflation, 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 the Company’s filings with the SEC (including, but not limited to, the information set forth under the captions “Risk Factors” and “Cautionary Statement on Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021, our Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2022 and subsequent filings with the SEC).

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COLGATE-PALMOLIVE COMPANY

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

(Dollars in Millions Except Per Share Amounts)

Quantitative and Qualitative Disclosures about Market Risk

There is no material change in the information reported under Part II, Item 7, “Managing Foreign Currency, Interest Rate, Commodity Price and Credit Risk Exposure” contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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COLGATE-PALMOLIVE COMPANY

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 ~~September 30, 2022~~March 31, 2023 (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.

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.

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COLGATE-PALMOLIVE COMPANY

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding legal matters, please refer to Note 10, Contingencies to the Condensed Consolidated Financial Statements contained in Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in “Risk Factors” in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021 other than as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2022.

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COLGATE-PALMOLIVE COMPANY

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 10, 2022, 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 “2022 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 stock repurchase activity for the three months in the quarter ended ~~September 30, 2022:~~March 31, 2023:

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)
July 1 through 31, 2022 — $ — — $ 4,489
August 1 through 31, 2022 4,356 $ 82.17 — $ 4,489
September 1 through 30, 2022 1,522,662 $ 74.45 1,460,400 $ 4,380
Total 1,527,018 $ 74.47 1,460,400


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)
January 1 through 31, 2023	1,312	$	76.13	—	$	3,989
February 1 through 28, 2023	79,710	$	72.96	—	$	3,989
March 1 through 31, 2023	2,626,777	$	72.89	2,624,197	$	3,798
Total	2,707,799	$	72.89	2,624,197

(1) Includes share repurchases under the 2022 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 ~~66,618~~83,602 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 ~~September 30, 2022.~~March 31, 2023.

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COLGATE-PALMOLIVE COMPANY

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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COLGATE-PALMOLIVE COMPANY

Item 6. Exhibits


Exhibit No.						Description
10-A						Form of Performance Stock Unit Award Agreement for the 2023-2025 Performance Cycle * **

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 Quarterly Report on Form 10-Q for the period ended ~~September 30, 2022,~~March 31, 2023, formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity; and (vi) Notes to Condensed Consolidated Financial Statements.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

__________

* Indicates a management contract or compensatory plan or arrangement.

** Filed herewith.

*** Furnished herewith.

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COLGATE-PALMOLIVE COMPANY

SIGNATURES

Pursuant to the requirements 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)

			Principal Executive Officer:

~~October~~April 28, ~~2022~~2023			/s/ Noel R. Wallace
			Noel R. Wallace
			Chairman of the Board, President and Chief Executive Officer

			Principal Financial Officer:

~~October~~April 28, ~~2022~~2023			/s/ Stanley J. Sutula III
			Stanley J. Sutula III
			Chief Financial Officer

			Principal Accounting Officer:

~~October~~April 28, ~~2022~~2023			/s/ Gregory O. Malcolm
			Gregory O. Malcolm
			Vice President and Controller

6350


	September 30, 2022		December 31, 2021
Long-term debt:
Carrying amount of hedged item	$	399	$	405
Cumulative hedging adjustment included in the carrying amount	—		5