CL 10-K & 10-Q changes, risk factors and insider trading

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

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

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

• political instability or uncertainty, including as a result of elections, economic instability, geopolitical events and tensions, wars and military conflicts, such as the war in Ukraine, the conflict in the Middle East and tensions between China and TaiwanVenezuela;

•changes to trade policies and agreements and other foreign or domestic legal and regulatory requirements, including those resulting in potentially adverse tax consequences or the imposition of and/or the increase in trade restrictions and/or tariffs, sanctions, price controls, labor laws, travel or immigration restrictions, profit controls or other government controls, including as a result of the war in Ukraine, conflict in the Middle East and tensions between China and Taiwancontrols;

•exchange controls and other limits on our ability to import or export raw materials or finished product,product or to repatriate cash from overseas, including as a result of the war in Ukraine and the conflict in the Middle East, or to repatriate earnings from overseas;

Any or all of the foregoing risks could have a significant impact on our ability to sell our products on a competitive basis in international markets and may adversely affect our business, results of operations, cash flows and financial condition. In addition, a number of these risks have adversely impacted and may continue to adversely impact consumer confidencesentiment (including as it relates to the perception of U.S. brands internationally) and consumption, which couldhas reduced and may continue to reduce sales volumes of our products or result in a shift in our product mix from higher margin to lower margin product offerings.

We face risks resulting from political and macroeconomic instability and geopolitical events and tensions, wars and military conflicts, such as the war in Ukraine, the conflict in the Middle East and tensionsVenezuela, between China and Taiwan. These geopolitical conflicts andtensionswhich may also heighten other risks disclosed in this Annual Report on Form 10-K, any of which could have an adverse impact on our business, results of operations, cash flows or financial condition.

The war in UkraineUkraine, and the related geopolitical tensionstensions, have had and continue to have a significant impact on our operations in Ukraine and Russia, though it has not been material to our Consolidated Financial Statements. We have no manufacturing facilities in Russia. For the year ended December 31, 2024,2025, our business in the Eurasia region constituted approximately 1% of our consolidated net sales and approximately 2% of our consolidated operating profit. We, however, have experienced, and expect to continue to experience, risks related to the impact of the war in Ukraine, including increases in the cost and, in certain cases, limitations on the availability of certain raw and packaging materials and commodities (including oil and natural gas), supply chain and logistics challenges, import restrictions, foreign currency volatility and reputational concerns. We also have faced and continue to face challenges to our ability to repatriate cash from Russia and to identify bankingfinancial partnersinstitutions and services to support our Russian operations and may face challenges to our ability to protect our assets in Russia. We also continue to monitor the impact of the sanctions, export controls and import restrictions imposed generally and in response to the war in Ukraine.restrictions.

We face vigorous competition worldwide, including from strong local competitors (including private label competition) and from other large, multinational companies, some of which have greater resources than we do. In addition, the substantial growth in eCommerce hasand the use of AI have encouraged the entry of new competitorscompetitors, andsome businessof models.which sell products direct-to-consumer.

We face competition in several aspects of our business, including pricing, promotional activities, new product introductions and expansion into new geographies and channels. Some of our competitors may spend more aggressively on or have more effective advertising and promotional activities than we do, introduce competing products more quickly and/or respond more effectively to business and economic conditions and changing consumer preferences, including by launching innovative new products.products or products with on-trend or novel ingredients. Such competition also extends to administrative and legal challenges of product claims and advertising. Our success is and will likely increasingly be dependent on our ability to excel at omni-channel demand generation, effectively leverage AI, data analytics and other existing and emerging digital technologies, such as artificial intelligence and data analytics,technologies to gain new commercial insights and develop relevant products, marketing and advertising to reach customers and consumers. Our ability to compete also depends on the strength of our brands and products and on our ability to enforce and defend our intellectual property, including patent, trademark, copyright, trade secret and trade dress rights, against infringement and legal challenges by competitors.

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

Our products are sold in a highly competitive global omni-channel marketplace whichthat hasis experiencedincreasingly increaseddefined trade concentration and the growing presence of large-format retailers, discounters and eCommerce retailers. With the growing trend toward retail trade consolidation, the substantial growth of eCommerce andby the integration of traditional and digital retail operations atand evolving consumer purchasing behaviors and preferences, as consumers continue to shop online and increasingly through social commerce and with the assistance of AI. The increased presence of alternative retail channels, such as subscription services and direct-to-customer businesses, has also intensified competition for consumer attention. While we continue to sell our products to a variety of customers, including large-format retailers, discounters and eCommerce retailers, our growth is increasingly dependent on our ability to generate consumer demand across key retailers,touchpoints wein the omni-channel ecosystem whether through traditional retail, eCommerce, social media or digital. We are also increasingly dependent on certain key retailers, and some of thesewhich retailers have and may continue to haveexercise greater bargaining strength than we do.do, including the exclusive access to valuable first-party consumer data and analytics. They have useddemanded and may continue to use this leverage to demand higher trade discounts, allowances, slotting fees, increasedsignificant investment,investment (including through display media, paid search and co-op programs,programs) or changes to product assortments, which have led to and could continue to lead to reduced sales or profitability in certain markets. Furthermore, the consolidation of retail customers globally may further increase our concentration risk. The loss of a key customer or distributor or a significant reduction in sales to a key customer or distributor could adversely affect our business, results of operations, cash flows and financial condition. For additional information regarding our customers, see “Distribution; Raw Materials; Competition; Trademarks and Patents” in Item 1 “Business.”

We also have been and may continue to be negatively affected by changes in the policies or practices of our retail trade customers, such as inventory destocking, automated fulfillment requirements, technology-aidedAI-aided category pricing pressures,pressures and algorithms, limitations on access to shelf space,space (including the digital shelf), delisting of our products,products or sustainability, supply chain or packaging standards or initiatives. For example, a determination by a key retailer that any of our ingredients should not be used in certain consumer products or that our packaging does not comply with certain requirements and standards could adversely impact our business, results of operations, cash flows and financial condition. In addition, “private label” products sold by our retail customers, which are typically sold at lower prices than branded products, are a source of competition for certain of our products.

If we are not successful in continuingadapting or effectively reacting to adaptthe orrapidly tochanging effectivelyretail react tolandscape, changes in consumer behaviors,behavior, preferences or purchasing patterns and/or changingexecuting marketour dynamics,2030 includingbusiness customerstrategy policieswhich oris, thein proliferationpart, offocused eCommerceon andomni-channel alternativedemand retail channels,generation, our business, results of operations, cash flows and financial condition could be adversely affected.

•obtain approvals and registrations of regulated products, including from the U.S. Food and Drug Administration (the “FDA”) and other regulatory bodies in the U.S.United States and abroad; and

Our ability to quickly innovate to adapt and market our products and to adapt our packaging or the sustainability profile of our products to meet evolving consumer preferences and/or regulatory requirements is an essential part of our business strategy. The failure to develop and launch successful new products or to adapt our packaging, the sustainability profile of our products or supply chain to meet such preferences could hinder the growth of our business and any delay in the development or launch of a new product could result in us not being the first to market, which could compromise our competitive position and adversely affect our business, results of operations, cash flows and financial condition. In addition, our success in launching new products is also dependent on our ability to deliver effective and efficient marketing in an evolving media landscape (including digital),landscape, which is subject to dynamic and increasingly restrictive privacy requirements and emerging regulations. Our ability to launch new products, including our ability to deliver effective and efficient marketing campaigns, is also impacted by our ability to successfully adopt newand technologies,effectively suchleverage as artificial intelligence,AI, including machine learning and generative artificialAI, intelligence.and other existing and emerging technologies.

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

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

In addition, the legal, regulatory and ethics landscape around the use of artificialAI intelligence,continues including machine learning and generative artificial intelligence, isto rapidly evolving.evolve. Our ability to adaptsuccessfully adopt and useleverage this emerging technology in an effective and ethical manner may impact our reputation and our ability to compete, as outputs from generative artificial intelligenceAI models could be, among other things, false, biased or inconsistent with our values or strategies. Further, the use of generative artificial intelligenceAI tools may compromise our confidential or sensitive information or put our intellectual property at risk or subject us to claims of intellectual property infringement, which could in turn damage our reputation.

Additionally, due to the scale and scope of our business, we must rely on relationships with third parties, including our suppliers, distributors, contractors,contract manufacturers, manufacturing logistics providers, joint venture partnerspartners, financial services providers and othercloud-based externalservice business partners, for certain functions.providers. While we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, compliance and sustainability and social impact practices, thereby potentially increasing our reputational and legal risk.

We have taken andand, in the future may taketake, certain actions to safeguard our reputation and uphold our ethical values, such as changes to how and where we sell, advertise and invest behind our products and operations, which could adversely affect our business, results of operations, cash flows and financial condition.

In addition, third parties sell counterfeit versions of our products, which are inferior orand may pose safety risks. AsWhile awe result,take consumersactions to identify and remove counterfeit versions of our products from the market, these actions may not be successful. Consumers of our brands could confuse our products with these counterfeit products, which could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our business, results of operations, cash flows and financial condition.

Our success largely depends on the performance of our management team and other key employees. If we are unable to recruit, attract and retain talented, highly qualified senior management and other key people, our business, results of operations, cash flows and financial condition could be adversely affected. Successfully executing organizational change, including management transitions at leadership levels of the Company andCompany, succession plans for senior management,management and the Strategic Growth and Productivity Program, is critical to our business success. While we follow a disciplined, ongoing succession planning process and have succession plans in place for senior management and other key executives, these do not guarantee that the services of qualified senior executives will continue to be available to us at particular moments in time. Further, changes in immigration laws and government policies and practices and developments in trade relations have made, in certain circumstances, and may continue to make it more difficult for us to recruit or relocate highly skilled technical, professional and management personnel to meet our business needs. Our ability to attract and retain talent has been and may continue to be impacted by a number of factors, including challenges in the labor market. We continue to embed new ways of working to,to amongadapt other things, instillto a growthrapidly mindsetchanging toworld, drive innovation.innovation and operational efficiency and adopt and leverage technologies such as AI. If we do not (or are perceived not to) successfully implement these initiatives,initiatives and/or upskill our employees, our ability to recruit, attract and retain talent may be adversely impacted.

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

Moreover, acquisitions have resulted in and could in the future result in substantial additional debt, the assumption of contingent liabilities, such as litigation or earn-out obligations, or transaction costs. In addition, to the extent that the economic benefits associated with an acquisition or investment diminish in the future or the performance of an acquired company or business is less robust than expected, we may be required to record additional impairments of intangible assets, including trademarks and goodwill. For example, in the fourth quarter of 2025, we took a non-cash, aftertax impairment charge of $794 to adjust the carrying values of goodwill and intangible assets related to the skin health business. For additional information regarding recent impairment charges, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Goodwill and Intangible Asset Impairment Charges.” Any of these risks could adversely impact our reputation and our business, results of operations, cash flows and financial condition.

We have divested and may in the future periodically divest brands or businesses. These divestitures may adversely impact our business, results of operations, cash flows and financial condition if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested brands or businesses, or otherwise achieve the anticipated benefits or cost savings from the divestitures. In addition, businesses under consideration for, or otherwise subject to, divestiture may be adversely impacted prior to the divestiture, which could negatively impact our business, results of operations, cash flows and financial condition. If any planned divestiture is not able to be completed, we may also incur negative business and financial results.

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

•geopolitical events,events and tensions, wars and military conflicts, such as the war in Ukraine andUkraine, the conflict in Middle East and Venezuela;

•raw and packaging material and product availability and/or quality or safety issues;

•governmental incentives, regulations and controls and actual and potential shifts in U.S. and foreign trade policy (including import restrictions and export restrictions, such ascontrols, new or increased tariffs, new or revised trade agreements, sanctions, quotas orquotas, trade barriers or new or increased regulations related to Good Manufacturing Practices); and

Raw and packaging material commodities, such as resins, essential oils, tropical oils, pulp, tallow, corn, poultry and soybeans, are subject to market price variations. Increases in the costs of and/or a reduction in the availability of commodities, energy (including fuel prices), logistics (including trucks and containers) or other necessary services, including as a result of macroeconomic and geopolitical conflicts,tensions, conflicts and uncertainty, such as the war in Ukraine and the conflict inUkraine, the Middle East,East and Venezuela, developments in trade relations (including new or increased tariffs, new or revised trade agreements, sanctions, export controls or import restrictions), widespread health emergencies, such as pandemics or epidemics, changes in supply and demand and/or the impact of climatic events have affected andand, in some instances, are likely to continue to adversely affect our profit margins. While the prices of many commodities and services have retreated from their historical peaks, prices may increase again, which could create year-over-year inflationary pressure. We have taken and may continue to take actions to mitigate these cost increases in the form of price increases and efforts to achieve cost efficiencies in areas such as manufacturing and distribution, or otherwise manage the exposure through sourcing strategies, ongoing productivity initiatives, including our funding-the-growth initiatives and the Strategic Growth and Productivity Program, and the limited use of commodity hedging contracts. These actions may not, however, fully offset these higher costs and our business, results of operations, cash flows and financial condition have been and may continue to be adversely impacted. In addition, even if we are able to increase the prices of our products in response to commodity and other cost increases, we may not be able to sustain the price increases. If such price increases are sustained, they may negatively impact our sales volume, which can in turn negatively impact our margins and profitability. If competitors do not adjust their prices or if consumers decide not to pay higher prices and forego purchasing certain of our products or switch to “private label” or lower-priced product offerings, sales declines, a deterioration in our profitability and loss of market share may occur which could adversely affect our business, results of operations, cash flows and financial condition. See “Our business results are impacted by our ability to manage disruptions in our global supply chain and/or key office facilities” above for additional information.

A cybersecurity incident, data breachincident or a failure of key technology systems could adversely impact our business.

•collecting, storing, transferring and/or processing customer, consumer, employee, vendor, investor and other stakeholder information and personal data, including, but not limited to,including such data from residents of states, countries and regions with comprehensive data protection laws and regulations;

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

Although we have a broad array of information and operational security measures in place, our IT/OT Systems, including those of third-party service providers with whom we have contracted, including cloud-based software providers and manufacturing logistics providers, have been, and will likely continue to be, subject to computer viruses or other malicious codes, unauthorized access attempts, phishing and other cyberattacks. Cyberattacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by different threat actors including groups, individuals and nation states with a wide range of expertise and motives. Such cyberattacks and cyber incidents can take many forms, including cyber extortion, social engineering, password theft or introduction of viruses or malware, such as ransomware. In addition, the techniques used in cyberattacks and cyber incidents continue to evolve and develop, including through the use of AI and other existing and emerging technologies, such as artificial intelligence.technologies.

We cannot guarantee that our security efforts will prevent breaches or breakdowns of our or our third-party service providers’ IT/OT Systems because the techniques used in these attacks change frequently and may be difficult to detect for periods of time. In addition, although we have policies and procedures in place to ensure that all personal information collected by us or our third-party service providers is securely maintained, data leakages due to human error or intentional or unintentional conduct by our employees or third parties have occurred and likely will occur again. Furthermore, we periodically upgrade our IT/OT Systems or adopt new technologies. If such an upgrade or new technology does not function as designed or does not go as planned or if an attacker identifies a vulnerability in our IT/OT Systems, then our exposure to a cyberattack or cyber incident may increase significantly.

A cyberattack or cyber incident may adversely impact our business, including our ability to ship products to customers, issue invoices and process payments or order raw and packaging materials. Although we have seen no material impact on our business operations from the cybersecurity incidents or data incidents we have experienced to date, if we suffer a significant loss or disclosure of confidential business or stakeholder information as a result of a breach of our IT/OT Systems, including those of third-party service providers with whom we have contracted, or otherwise, we may suffer reputational, competitive and/or business harm, incur significant costs and be subject to government investigations, litigation, fines and/or damages, which may adversely impact our business, results of operations, cash flows and financial condition. In addition, the rapid evolution and increased adoption of existingAI and emergingother technologies,technologies suchwill ascontinue artificial intelligence, mayto intensify our cybersecuritythese risks. Further, while we currently maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cybersecurity incidents, data incidents and IT/OT System failures, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims that arise from an incident, or the damage to our business, reputation or brands that may result from an incident. As the frequency and magnitude of cybersecuritysuch incidents increase globally, we may be unable to obtain the insurance coverage that we think is appropriate or necessary to offset the risk.

Colgate-Palmolive Company (together with its subsidiaries, “we,” “us,” “our,” the “Company” or “ColgateColgate-Palmolive”) is a caring, innovative growth company reimaginingunited behind our purpose to reimagine a healthier future for all people, their pets and our planet. WeTo seekachieve toour business and financial objectives and deliver consistentpeer-leading performance and total shareholder return, we are focused on driving organic sales growth; delivering consistent, compounded earnings per share growth; toachieving helpoperational driveefficiencies; superiorand totaldriving shareholdergrowth return,in asfree wellcash asflow to provide Colgate peoplealong with anthe innovativeefficient anduse inclusive work environment. We do this by developing and selling science-led products globally that make people’s and their pets’ lives healthier and more enjoyable and by embracingof our Sustainabilitybalance & Social Impact Strategy across our organization.sheet.

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 two-thirds of our Net sales are generated from markets outside the U.S.,United States, 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 war in Ukraine, 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 Consolidated Financial Statements. We have no manufacturing facilities in Russia. For the year ended December 31, 2025, our business in the Eurasia region constituted approximately 1% of our consolidated net sales and approximately 2% of our consolidated operating profit. We have experienced, and expect to continue to experience, risks related to the impact of the war in Ukraine, including increases in the costs and, in certain cases, limitations on the availability of certain raw and packaging materials and commodities (including oil and natural gas), supply chain and logistics challenges, import restrictions, foreign currency volatility and reputational concerns. We also have faced and continue to face challenges to our ability to repatriate cash from Russia and identify bankingfinancial partnersinstitutions and services to support our Russian operations and we may face challenges to our ability to protect our assets in Russia. We also continue to monitor the impact of sanctions, export controls and import restrictions imposed generally and in response to the war in Ukraine.restrictions.

For more information about factors that could impact our business, including dueas toa result of developments in global trade relations and geopolitical conflicts, such as the war in Ukraineevents and thetensions, conflictwars inand themilitary Middle East,conflicts, refer to Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K.

The investments needed to drive growth are also supported through continuous, Company-widecompany-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.

During the quarter ended March 31, 2023,2025, we recorded a charge of $267$65 as a result offollowing a decision of the United States Court of Appeals for the Second Circuit affirming the ruling of the United States District Court for the Southern District of New York (the “SecondDistrict CircuitCourt”) affirmingon acertain calculation issues related to the District Court’s earlier grant of summary judgment to the plaintiffs in a lawsuit under the Employee Retirement Income Security Act (“ERISA”)Act, seeking the recalculation of benefits and other relief associated with a 2005 residual annuity amendment to the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Retirement Plan”). The decision resulted in an increase in the obligations of the Retirement Plan,Plan. which based onDuring the currentquarter fundedended statusDecember of31, the Retirement Plan and depending on further developments in the litigation, may require a cash contribution by the Company in 2025. In June 2023,2025, we filed a petition for certiorari to the United States Supreme Court requesting permission for an appeal to that court, which was denied in October 2023. Also, in June 2023, the plaintiffs filed a motion to enter a revised final judgment in the United States District Court for the Southern District of New York (the “District Court”) to address certain unresolved calculation issues, which we opposed. In March 2024, the District Court grantedreclassified the plaintiffs’ motionattorneys’ fees and found for the plaintiffs on those calculation issues. We have appealedcosts that decisionwill be paid by us from Non-service related postretirement costs to theSelling, Secondgeneral Circuit.and administrative expenses. See Note 12,13, Commitments and Contingencies to the Consolidated Financial Statements for additional information.

OnOur January 27, 2022, the Board approved aprior targeted productivity programprogram, (known as the “2022 Global Productivity InitiativeInitiative,”). All initiatives under the program have been implemented and the program concluded on December 31, 2024. The 2022 Global Productivity Initiative resulted in the reallocation of resources towards our strategic priorities and faster growth businesses, efficiencies in our operations and the streamlining of our supply chain to reduce structural costs. TotalFor the year ended December 31, 2024, we incurred pretax charges from the implementationcosts of the 2022 Global Productivity Initiative were $228$85 ($186aftertax aftertaxcosts of $73). Total annualized pretax savingsresulting from the 2022 Global Productivity Initiative were approximately $125 ($100 aftertax).Initiative. See “Restructuring and Related Implementation Charges” below and Note 3,4, Restructuring and Related Implementation Charges to the Consolidated Financial Statements for additional information.

SuchIn inflationthis uncertain and developmentschallenging ingeopolitical tradeand relationsmacroeconomic asenvironment, wellwe asanticipate high interest ratesconsumers may negatively impact consumer consumption or discretionary spending and/or change their purchasing patterns by foregoingforgo purchasing certain of our products or by switchingswitch to “private label” 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 categories and/or our products may decline or result in a shift in our product mix from higher margin to lower margin product offerings. In light of this challenging environment, weWe expect continuedthe volatilitysoftness across all of our categories andthat itwe iswitnessed thereforein difficult2025 to predictcontinue categoryinto growth rates in the near term.2026.

We continue to closely monitor the impact of geopolitical events and tensions, such as the war in Ukraine, the conflict in the Middle East, tensions between Chinawars and Taiwanmilitary and theconflicts, developments in trade relations,relations and the challenging market conditions discussed above,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 events and 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, see “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

Worldwide Net sales were $20,101$20,382 in 2024,2025, up 3.3%1.4% from 2023,2024, driven by volume growth of 3.1% and net selling price increases of 4.4%,2.1%, partially offset by volume declines of 0.4% and negative foreign exchange of 4.1%.0.3%. The Prime100 acquisition contributed 0.3% to volume. Organic sales (Net sales excluding, as applicable,excluding the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure as discussed below,measure, increased 7.4%1.4% in 2024.2025. 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 $15,618$15,769 in 2024,2025, up 3.0%1.0% from 2023,2024, driven by volume growth of 3.7% and net selling price increases of 4.4%,1.8%, partially offset by negative foreign exchange of 5.2%.0.5% and volume declines of 0.3%. Organic sales in the Oral, Personal and Home Care product segment increased 8.1%1.5% in 2024.2025.

The increase in organic sales in 20242025 versus 20232024 was due to increasesan increase in Oral Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the therapeutictoothpaste and wellnessmanual toothbrush categories.

Worldwide Gross profit increased 7%1% to $12,251 in 2025 from $12,161 in 2024 from $11,326 in 2023.2024. Worldwide Gross profit in both periods2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these chargescharges, in both periods, worldwideWorldwide Gross profit increased to $12,181$12,251 in 20242025 compared to $11,327$12,181 in 2023,2024, reflecting an increase of $482 resulting from higher Gross profit margin and an increase of $372$170 resulting from higher Net sales.sales, partially offset by lower Gross profit margin of $100.

Worldwide Gross profit margin increaseddecreased to 60.1% in 2025 from 60.5% in 2024 from 58.2% in 2023.2024. Excluding charges resulting from the 2022 Global Productivity Initiative in 2024, Gross profit margin increaseddecreased to 60.1% in 2025 from 60.6% in 2024 from 58.2% in 2023.2024. This increasedecrease in Gross profit margin was due to significantly higher raw and packaging material costs (420 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (280260 bps), higher pricing (17080 bps) and favorable mix (2030 bps), partially offset by higher raw and packaging material costs (230 bps), which included foreign exchange transaction costs..

Selling, general and administrative expenses increased 8%2% to $7,903 in 2025 from $7,729 in 2024 from $7,151 in 2023.2024. Selling, general and administrative expenses in both2025 periodsincluded charges resulting from the ERISA litigation matter and the Strategic Growth and Productivity Program. Selling, general and administrative expenses in 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these chargesitems in both periods, as applicable, Selling, general and administrative expenses increased to $7,797 in 2025 from $7,723 in 2024 from $7,149 in 2023,2024, reflecting increased advertising investment of $349 and higher overhead expenses of $225.$91, partially offset by decreased advertising investment of $17.

Selling, general and administrative expenses as a percentage of Net sales increased by 30 bps to 38.8% in 2025 as compared to 38.5% in 2024 from 36.8% in 2023.2024. Excluding charges resulting from the 2022items Globaldescribed Productivity Initiativeabove in both periods, as applicable, Selling, general and administrative expenses as a percentage of Net sales increaseddecreased by 10 bps to 38.3% in 2025 as compared to 38.4% in 2024 from 36.7% in 2023.2024. This increasedecrease was due to increaseddecreased advertising investment (13020 bps), andpartially offset by higher overhead expenses (4010 bps), both as a percentage of Net sales. In 2024,2025, advertising investment increaseddecreased as a percentage of Net sales to 13.5%13.3% from 12.2%13.5% in 20232024, andor increased by 14.7%1% in absolute termsterms, to $2,720$2,703 as compared with $2,371$2,720 in 2023.2024.

Other (income) expense, net was $164$123 and $191$164 in 20242025 and 2023,2024, respectively. Other (income) expense, net in 2025 included acquisition-related costs and charges resulting from the Strategic Growth and Productivity Program. Other (income) expense, net in 2024 included charges resulting from the 2022 Global Productivity Initiative. Other (income) expense, net in 2023 included product recall costs and charges resulting from the 2022 Global Productivity Initiative.

Operating profit increaseddecreased 7%23% to $3,306 in 2025 from $4,268 in 2024 from $3,984 in 2023. In 2024,2024. Operating profit in 2025 included goodwill and intangible assets impairment charges, charges resulting from the ERISA litigation matter and acquisition-related costs. Operating profit in 2025 and 2024 included charges resulting from the 2022Restructuring Global Productivity Initiative. In 2023, Operating profit included charges resulting from the 2022 Global Productivity Initiative and product recall costs.programs. Excluding these items in both periods, as applicable, Operating profit increasedwas 8%$4,347 toin 2025 versus $4,353 in 2024 from $4,036 in 2023 primarily due to an increase in Gross profit, partiallymore than offset by an increase in Selling, general and administrative expenses.

Operating profit margin was 21.2%16.2% in 2024,2025, ana increasedecrease of 70500 bps compared withto 20.5%21.2% in 2023.2024. Excluding the items described above in both periods, as applicable, Operating profit margin was 21.3% in 2025, a decrease of 40 bps from 21.7% in 2024, an increase of 100 bps from 20.7% in 2023, primarily due to ana increasedecrease in Gross profit (24050 bps), partially offset by ana increasedecrease in Selling, general and administrative expenses (17010 bps), both as a percentage of Net sales.

Non-service related postretirement costs were $87$55 in 20242025 compared to $360$87 in 2023.2024. In 2023,2025, Non-service related postretirement costs included chargesa relatednet tobenefit resulting from the ERISA litigation matter andreflecting the 2022additional Globalcharge Productivityand Initiative.increase in pension liability recorded following the adverse court decision in the quarter ended March 31, 2025, which was more than offset by a reclassification of the plaintiffs’ attorneys’ fees and costs that will be paid by the Company from Non-service related postretirement costs to Selling, general and administrative expenses following the court’s approval of the settlement agreement. Excluding thesethe chargesERISA litigation matter in 2023,2025, Non-service related postretirement costs were $87$90 in 20242025 compared to $88$87 in 2023.2024.