ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Overview
Business Organization
Colgate-Palmolive Company (together with its subsidiaries, “we,” “us,” “our,” the “Company” or “Colgate-Palmolive”) is a caring, innovative growth company united behind our purpose to reimagine a healthier future for all people, their pets and our planet. To achieve our business and financial objectives and deliver peer-leading performance and total shareholder return, we are focused on driving organic sales growth; delivering consistent, compounded earnings per share growth; achieving operational efficiencies; and driving growth in free cash flow along with the efficient use of our balance sheet.
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 two-thirds of our Net sales are generated from markets outside the 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 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 retailers, wholesalers, distributors, dentists and, in some geographies, 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, selling, general and administrative expenses, operating profit, net income and earnings per share, in each case, on a GAAP and a 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, household penetration 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.
Global Trade Relations
Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, such as China, including those threatened or imposed following the United States’ 2025 executive orders, retaliatory tariffs imposed by the United States’ trading partners or through the renegotiation of trade agreements, such as the United States-Mexico-Canada Agreement, have contributed to and are expected to continue to contribute to inflationary pressures, geopolitical tensions, macroeconomic and market volatility. These developments have also impacted and may continue to impact consumer sentiment, consumption, discretionary spending and/or purchasing patterns. In addition, they have impacted and may continue to impact the cost and/or availability of raw and packaging materials and the price of our products. While we have made and will continue to make efforts to mitigate the impact of these and any additional tariffs imposed by the United States and/or other countries or shifts in trade agreements, they or our mitigating actions could have a material effect on our business, results of operations, cash flows and financial condition. For additional information, see “Outlook” below.
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(Dollars in Millions Except Per Share Amounts)
The War in Ukraine
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 financial institutions 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.
For more information about factors that could impact our business, including as a result of developments in global trade relations and geopolitical events and tensions, wars and military conflicts, refer to Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K.
Business Strategy
We have concluded our 2025 strategic plan, delivering improved organic sales growth, consistent dollar-based earnings per share growth and increased capabilities in areas such as science-led core and premium innovation, digital, data, analytics and artificial intelligence (“AI”), despite macroeconomic and geopolitical challenges. Our 2030 strategy is intended to accelerate growth going forward through several key initiatives. These initiatives include leveraging the global reach and penetration of our brands; building the incremental benefit of superior, science-based innovation supported by an agile and resilient supply chain; harnessing the power of best-in-class omni-channel demand generation; leading in capabilities such as data, analytics and AI; and evolving our high-impact, inclusive culture.
Additionally, on July 31, 2025, our Board of Directors (the “Board”) approved a new three-year productivity program to drive future growth and support our 2030 strategy (the “Strategic Growth and Productivity Program”). The program includes initiatives to better align our organizational structure to support our strategic initiatives, optimize our global supply chain to drive agility and efficiencies and simplify and streamline our organizational structure to reduce overhead costs. The Strategic Growth and Productivity Program is estimated to result in cumulative pre-tax charges, once all initiatives are approved and implemented, of between $200 and $300. It is estimated that substantially all charges will be incurred by December 31, 2028. For more information regarding the Strategic Growth and Productivity Program, see “Restructuring and Related Implementation Charges” below.
The investments needed to drive growth are also 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 believe strong free cash flow performance is a key priority to drive future growth and superior total shareholder return. We achieve this through increasing net income, optimizing working capital and through high return capital expenditures focused on growth and profitability.
The efficient use of our balance sheet, including prudent management of our capital structure, is also critical. We continue to prioritize our investments in high growth and high margin segments within our Oral Care, Personal Care and Pet Nutrition businesses and to make careful decisions about our brand portfolio. Finally, we drive additional value to shareholders by returning cash through dividends and ongoing share repurchases.
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(Dollars in Millions Except Per Share Amounts)
Significant Items Impacting Comparability
In the fourth quarter of 2025, we recorded a non-cash charge of $794 aftertax ($919 pretax) to adjust the carrying values of goodwill and intangible assets related to the skin health business. Given lower than expected category growth rates and weaker than expected performance, particularly in China, we have lowered our outlook for the skin health business, primarily Filorga. See Note 5, Goodwill and Other Intangible Assets to the Consolidated Financial Statements for further information.
On April 30, 2025, we acquired Care TopCo Pty Ltd, the owner of the Prime100 pet food business, for cash consideration of AU $471 (approximately $301). This acquisition provides our Hill’s Pet Nutrition segment with an entry into the fast-growing fresh pet food category in Australia. Refer to Note 3, Acquisitions to the Consolidated Financial Statementsfor additional information.
During the quarter ended March 31, 2025, we recorded a charge of $65 following 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 “District Court”) on certain 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, 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. During the quarter ended December 31, 2025, we reclassified the plaintiffs’ attorneys’ fees and costs that will be paid by us from Non-service related postretirement costs to Selling, general and administrative expenses. See Note 13, Commitments and Contingencies to the Consolidated Financial Statements for additional information.
On July 31, 2025, our Board approved the Strategic Growth and Productivity Program. See “Restructuring and Related Implementation Charges” below and Note 4, Restructuring and Related Implementation Charges to the Consolidated Financial Statements for additional information.
Our prior targeted productivity program, known as the “2022 Global Productivity Initiative,” 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. For the year ended December 31, 2024, we incurred pretax costs of $85 (aftertax costs of $73) resulting from the 2022 Global Productivity Initiative. See “Restructuring and Related Implementation Charges” below and Note 4, Restructuring and Related Implementation Charges to the Consolidated Financial Statements for additional information.
Outlook
Looking forward, we expect global macroeconomic, geopolitical and market conditions to remain challenging, including as a result of inflation, high interest rates, foreign currency volatility and developments in trade relations.
We expect developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries as well as the ongoing implementation and potential renegotiation of the United States-Mexico-Canada Agreement, to continue to contribute to inflationary pressures, geopolitical tensions, macroeconomic and market volatility. These developments have also impacted and may continue to impact consumer sentiment, consumption, discretionary spending and/or purchasing patterns. In addition, they have impacted and may continue to impact the cost and/or availability of raw and packaging materials and the price of our products. We are following the dynamic situation closely and continue to evaluate the impact on our business, results of operations, cash flows and financial condition.
In this uncertain and challenging geopolitical and macroeconomic environment, we anticipate consumers may forgo purchasing certain of our products or switch 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, demand for and sales volumes of our categories and/or our products may decline or shift from higher margin to lower margin product offerings. We expect the softness across our categories that we witnessed in 2025 to continue into 2026.
Given that approximately two-thirds of our Net sales originate in markets outside the United States, we have experienced and will likely continue to experience volatile foreign currency fluctuations. This is particularly acute in hyper-inflationary economies, including Argentina, Nigeria and Türkiye.
We continue to experience higher raw and packaging material costs, including the impact of transactional foreign exchange. We have taken, and will continue to take, measures to mitigate the effect of these conditions, such as our funding-the-growth and revenue growth management initiatives and the Strategic Growth and Productivity Program.
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(Dollars in Millions Except Per Share Amounts)
However, in the current environment it may become increasingly difficult to implement certain of these mitigation strategies. Additionally, inflation has impacted the broader economy with consumers in many geographies around the world facing widespread rising prices as well as high interest rates. Should these conditions persist, they could adversely affect our future results.
We face vigorous competition worldwide, including from strong local competitors (including private label competitors), from other companies, some of which have greater resources than we do. In addition, the substantial growth of eCommerce and the emergence and adoption of social commerce and AI have encouraged the entry of new competitors, some of 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.
Our products are sold in a highly competitive omni-channel marketplace that is increasingly defined by the integration of traditional and digital retail operations and evolving consumer purchasing behavior 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 touchpoints in the omni-channel ecosystem whether through traditional retail, eCommerce, social media or digital. We are also increasingly dependent upon certain key retailers, some of which exercise greater bargaining strength than we do, including the exclusive access to valuable first-party consumer data and analytics.
We continue to closely monitor the impact of geopolitical events and tensions, wars and military conflicts, developments in trade relations 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 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.
Looking forward, we believe our new 2030 business strategy and the Strategic Growth and Productivity Program will help ensure that we have the right capabilities and support to achieve our goals in the near term and deliver consistent compounded earnings per share growth over the long term. We believe our 2030 strategic priorities of leveraging the global reach and penetration of our brands; building the incremental benefit of superior, science-based innovation supported by an agile and resilient supply chain; harnessing the power of best-in-class omni-channel demand generation; leading in capabilities such as data, analytics and AI; and evolving our high-impact, inclusive culture are the keys to accelerating growth going forward. Our commitment to these priorities, the strength of our brands, our resilient global supply chain, 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.
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(Dollars in Millions Except Per Share Amounts)
Results of Operations
This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Net Sales
Worldwide Net sales were $20,382 in 2025, up 1.4% from 2024, driven by net selling price increases of 2.1%, partially offset by volume declines of 0.4% and negative foreign exchange of 0.3%. The Prime100 acquisition contributed 0.3% to volume. Organic sales (Net sales excluding the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure, increased 1.4% in 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 $15,769 in 2025, up 1.0% from 2024, driven by net selling price increases of 1.8%, partially offset by negative foreign exchange of 0.5% and volume declines of 0.3%. Organic sales in the Oral, Personal and Home Care product segment increased 1.5% in 2025.
The increase in organic sales in 2025 versus 2024 was due to an increase in Oral Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste and manual toothbrush categories.
The Company’s share of the global toothpaste market was 41.3% for the full year 2025, down 0.4 share points from full year 2024, and its share of the global manual toothbrush market was 32.4% for the full year 2025, up 0.4 share points versus full year 2024. Full year 2025 market shares in toothpaste were up in Europe, flat in Asia Pacific and down in North America, Latin America and Africa/Eurasia versus full year 2024. In the manual toothbrush category, full year 2025 market shares were up in North America and Asia Pacific, flat in Europe and down in Latin America and Africa/Eurasia versus full year 2024. For additional information regarding the Company’s use of market share data and limitations of such data, see “Market Share Information” below.
Net sales in the Hill’s Pet Nutrition segment were $4,613 in 2025, up 2.9% from 2024, driven by net selling price increases of 3.0% and positive foreign exchange of 0.5%, partially offset by volume declines of 0.6%. The Prime100 acquisition contributed 1.1% to volume. Organic sales in the Hill’s Pet Nutrition segment increased 1.2% in 2025 despite a negative impact from lower private label sales (320 bps).
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(Dollars in Millions Except Per Share Amounts)
Gross Profit/Margin
Worldwide Gross profit increased 1% to $12,251 in 2025 from $12,161 in 2024. Worldwide Gross profit in 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these charges, Worldwide Gross profit increased to $12,251 in 2025 compared to $12,181 in 2024, reflecting an increase of $170 resulting from higher Net sales, partially offset by lower Gross profit margin of $100.
Worldwide Gross profit margin decreased to 60.1% in 2025 from 60.5% in 2024. Excluding charges resulting from the 2022 Global Productivity Initiative in 2024, Gross profit margin decreased to 60.1% in 2025 from 60.6% in 2024. This decrease 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 (260 bps), higher pricing (80 bps) and favorable mix (30 bps).
Restructuring programs(1) — 20
Gross profit margin, GAAP 60.1 % 60.5 % (40)
Restructuring programs — % 0.1 %
Gross profit margin, non-GAAP 60.1 % 60.6 % (50)
(1) The charges resulting from the Restructuring programs relate to the Strategic Growth and Productivity Program in 2025 and the 2022 Global Productivity Initiative in 2024.
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(Dollars in Millions Except Per Share Amounts)
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 2% to $7,903 in 2025 from $7,729 in 2024. Selling, general and administrative expenses in 2025 included 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 items in both periods, as applicable, Selling, general and administrative expenses increased to $7,797 in 2025 from $7,723 in 2024, reflecting higher overhead expenses of $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. Excluding the items described above in both periods, as applicable, Selling, general and administrative expenses as a percentage of Net sales decreased by 10 bps to 38.3% in 2025 as compared to 38.4% in 2024. This decrease was due to decreased advertising investment (20 bps), partially offset by higher overhead expenses (10 bps), both as a percentage of Net sales. In 2025, advertising investment decreased as a percentage of Net sales to 13.3% from 13.5% in 2024, or 1% in absolute terms, to $2,703 as compared with $2,720 in 2024.
Selling, general and administrative expenses, GAAP $ 7,903 $ 7,729
ERISA litigation matter (99) —
Restructuring programs (6) (6)
Selling, general and administrative expenses, non-GAAP $ 7,797 $ 7,723
Note: Table may not sum due to rounding.
ERISA litigation matter (0.5) % — %
Restructuring programs — % (0.1) %
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(Dollars in Millions Except Per Share Amounts)
Other (Income) Expense, Net
Other (income) expense, net was $123 and $164 in 2025 and 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, GAAP $ 123 $ 164
Acquisition-related costs (9) —
Restructuring programs (7) (59)
Other (income) expense, net, non-GAAP $ 107 $ 105
Excluding the items described above in both periods, as applicable, Other (income) expense, net was $107 in 2025 and $105 in 2024, comprised of the following:
Amortization of intangible assets $ 78 $ 75
Equity income (20) (22)
Losses (gains) from marketable securities and sale of other assets 1 6
Indirect tax payments (refunds) 37 27
Total Other (income) expense, net, non-GAAP $ 107 $ 105
Goodwill and Intangible Assets Impairment Charges
Given lower than expected category growth rates and weaker than expected performance, particularly in China, in the fourth quarter of 2025 the Company lowered its outlook for the skin health reporting unit, primarily Filorga. The Company concluded that the changes in circumstances in this reporting unit triggered the need for an interim impairment review of its goodwill and long-lived assets which consist primarily of trademarks and customer relationships. As a result of the interim impairment test, the Company concluded that the carrying value of the Filorga trademark and customer relationships exceeded their estimated fair values and recorded impairment charges of $244 and $93, respectively, reducing their combined carrying values to an immaterial amount as of December 31, 2025. After adjusting the carrying values of the Filorga trademark and customer relationship intangible assets, the Company completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $582 in the skin health reporting unit, reducing the carrying value of goodwill to $51 as of December 31, 2025. The Company is taking the appropriate actions to improve performance and continues to believe in the growth prospects of the business. See Note 5, Goodwill and Other Intangible Assets to the Consolidated Financial Statements for further information.
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(Dollars in Millions Except Per Share Amounts)
Operating Profit
Operating profit decreased 23% to $3,306 in 2025 from $4,268 in 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 Restructuring programs. Excluding these items in both periods, as applicable, Operating profit was $4,347 in 2025 versus $4,353 in 2024 primarily due to an increase in Gross profit, more than offset by an increase in Selling, general and administrative expenses.
Operating profit margin was 16.2% in 2025, a decrease of 500 bps compared to 21.2% in 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, primarily due to a decrease in Gross profit (50 bps), partially offset by a decrease in Selling, general and administrative expenses (10 bps), both as a percentage of Net sales.
Goodwill and intangible assets impairment charges 919 —
ERISA litigation matter 99 —
Restructuring programs 13 85
Acquisition-related costs 9 —
Operating profit, non-GAAP $ 4,347 $ 4,353 — %
Note: Table may not sum due to rounding.
Operating profit margin, GAAP 16.2 % 21.2 % (500)
Goodwill and intangible assets impairment charges 4.5 % —
ERISA litigation matter 0.5 % —
Restructuring programs 0.1 % 0.5 %
Acquisition-related costs — % — %
Operating profit margin, non-GAAP 21.3 % 21.7 % (40)
Non-Service Related Postretirement Costs
Non-service related postretirement costs were $55 in 2025 compared to $87 in 2024. In 2025, Non-service related postretirement costs included a net benefit resulting from the ERISA litigation matter reflecting the additional charge and 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 the ERISA litigation matter in 2025, Non-service related postretirement costs were $90 in 2025 compared to $87 in 2024.
Non-service related postretirement costs, GAAP $ 55 $ 87
ERISA litigation matter 34 —
Non-service related postretirement costs, non-GAAP $ 90 $ 87
Note: Table may not sum due to rounding.
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(Dollars in Millions Except Per Share Amounts)
Income Taxes
The effective income tax rate was 26.1% in 2025 and 22.9% in 2024. As reflected in the table below, the non-GAAP effective income tax rate was 23.1% in 2025 and 22.7% in 2024.
Goodwill and intangible assets impairment charges 919 125 (2.9) %
ERISA litigation matter 65 12 (0.1) %
Restructuring programs 13 2 — %
Acquisition-related costs 9 2 — %
Note: Table may not sum due to rounding.
Restructuring programs 85 12 (0.2) %
(1) The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
(2) The impact of non-GAAP items on the Company’s effective tax rate represents the difference in the effective tax rate calculated with and without the non-GAAP adjustment on Income before income taxes and Provision for income taxes.
The effective income tax rate in all years benefited from tax planning associated with the Company’s global business initiatives.
On July 4, 2025, U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”) which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, many of which are generally not effective until January 1, 2026. The OBBBA did not have a material effect on the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2025. The Company is currently evaluating the future impact of the OBBBA, but does not expect it will have a material impact on its Consolidated Financial Statements.
In the third quarter of 2023, the Internal Revenue Service (the “IRS”) issued a notice giving taxpayers temporary relief from the effects of certain U.S. tax regulations that were issued in December 2021 which place greater restrictions on foreign taxes that are creditable against U.S. taxes on foreign source income. This notice allowed taxpayers to defer the application of these new regulations through the end of 2023. In December 2023, the IRS issued further guidance modifying this temporary relief period to the date that a notice or other guidance withdrawing or modifying the temporary relief is issued. The Company will recognize the impact, if any, in the period in which the temporary relief is withdrawn or modified.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “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. Subsequent to the IRA’s enactment, the U.S. Treasury Department and the IRS released proposed regulations relating principally to this 15% minimum tax. Based on the Company’s analysis, these proposed regulations have not had and, if finalized in their current form, are not expected to have an impact on its Consolidated Financial Statements. The IRS has announced its intent to partially withdraw and revise the proposed regulations. The Company will continue to evaluate any additional guidance and clarification that becomes available.
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(Dollars in Millions Except Per Share Amounts)
On December 15, 2022, the 27 member states of the European Union (“EU”) reached an agreement to establish a minimum level of taxation for certain large corporations by paying a minimum corporate tax rate of 15% in every jurisdiction in which they operate. This agreement, which is part of the Pillar II Model Rules initiative (“Pillar II”) agreed by all members of the Organization for Economic Cooperation and Development (“OECD”) and its Inclusive Framework (“IF”), was transposed into the laws of most EU member states by December 31, 2023. Subsequently, many other jurisdictions outside the EU have enacted similar minimum tax regimes consistent with the policy of Pillar II.
Based on current legislation and available guidance, apart from the significant additional time and resources required to comply, Pillar II did not have a material impact to the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2025 and the Company does not believe it will have a material impact going forward on its business, results of operations, cash flows and financial condition.
On January 5, 2026, IF reached an agreement known as the “Side-by-Side Package” that modifies key aspects of Pillar II and is effective from January 1, 2026. The Company is currently evaluating the potential impact of the Side-by-Side Package on its future tax liability and compliance burden. The Side-by-Side Package introduces various new safe harbors that the Company is expected to be eligible for and that, when fully enacted, should result in a reduction of compliance costs of Pillar II, among other benefits. However, as these rules and related regulations are revised and implemented, the Company will evaluate the impact, if any, on its Consolidated Financial Statements.
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 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 were U.S. Tax Court rulings during 2023 in favor of the IRS against two unrelated third parties on similar matters. In October 2025, in one of those cases, the relevant U.S. Court of Appeals reversed the U.S. Tax Court’s decision and ruled in favor of the taxpayer. The case involving the other third party is still pending. 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 $165, which is not included in the Company’s uncertain tax positions. In May 2024, the IRS initiated an audit for the years 2019 through 2021, which is still ongoing.
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(Dollars in Millions Except Per Share Amounts)
Net income attributable to Colgate-Palmolive Company and Earnings per share
Net income attributable to Colgate-Palmolive Company was $2,132, or $2.63 per share on a diluted basis, in 2025, a decrease from $2,889, or $3.51 per share on a diluted basis, in 2024. In 2025, Net income attributable to Colgate-Palmolive Company included goodwill and intangible assets impairment charges, charges resulting from the ERISA litigation matter and acquisition-related costs. In 2025 and 2024, Net income attributable to Colgate-Palmolive Company included charges resulting from the Restructuring programs.
Excluding the items described above in both periods, as applicable, Net income attributable to Colgate-Palmolive Company increased 1% to $2,996 in 2025 from $2,962 in 2024, and Earnings per common share on a diluted basis increased 3% to $3.69 in 2025 from $3.60 in 2024.
Acquisition-related costs 9 2 7 — 7 0.01
Note: Table may not sum due to rounding.
(1) The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
(2) The impact of non-GAAP adjustments on diluted earnings per share may not necessarily equal the difference between “GAAP” and “non-GAAP” as a result of rounding.
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(Dollars in Millions Except Per Share Amounts)
Segment Results
The Company markets its products in over 200 countries and territories throughout the world in two product segments: Oral, Personal and Home Care; and Pet Nutrition. The Company uses Operating profit as a measure of the operating segment performance because it excludes the impact of corporate-driven decisions related to interest expense and income taxes.
Oral, Personal and Home Care
North America
Net sales in North America decreased 1.6% in 2025 to $4,045, driven by volume declines of 1.4%, net selling price decreases of 0.2% and negative foreign exchange of 0.1%. Organic sales in North America decreased 1.6% in 2025. The organic sales decline was driven by the United States.
The decrease in organic sales in North America in 2025 versus 2024 was due to decreases in Personal Care and Home Care organic sales, partially offset by an increase in Oral Care organic sales. The decrease in Personal Care was primarily due to organic sales declines in the skin health, body wash and underarm protection categories. The decrease in Home Care was primarily due to an organic sales decline in the hand dish category, partially offset by organic sales growth in the surface cleaner category. The increase in Oral Care was primarily due to organic sales growth in the manual toothbrush category.
Operating profit in North America decreased 7% in 2025 to $784, or 100 bps to 19.4% 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 (110 bps). This decrease in Gross profit was due to significantly higher raw and packaging material costs (330 bps) and lower pricing, partially offset by cost savings from the Company’s funding-the-growth initiatives (200 bps) and favorable mix (20 bps).
37
(Dollars in Millions Except Per Share Amounts)
Latin America
Net sales in Latin America decreased 0.1% in 2025 to $4,776, driven by negative foreign exchange of 4.0%, partially offset by volume growth of 0.9% and net selling price increases of 2.9%. Organic sales in Latin America increased 3.9% in 2025. Organic sales growth was led by Mexico, Argentina and Brazil.
The increase in organic sales in Latin America in 2025 versus 2024 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 and manual toothbrush categories. The increase in Home Care was primarily due to organic sales growth in the surface cleaner and fabric softener categories.
Operating profit in Latin America decreased 8% in 2025 to $1,411, or 230 bps to 29.6% 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 (370 bps), partially offset by a decrease in Selling, general and administrative expenses (120 bps), both as a percentage of Net sales. This decrease in Gross profit was due to significantly higher raw and packaging material costs (760 bps) and unfavorable mix (10 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (280 bps) and higher pricing. This decrease in Selling, general and administrative expenses was due to decreased advertising investment (100 bps) and lower overhead expenses (20 bps).
38
(Dollars in Millions Except Per Share Amounts)
Europe
Net sales in Europe increased 6.9% in 2025 to $2,962, driven by volume growth of 1.1%, net selling price increases of 1.5% and positive foreign exchange of 4.4%. Organic sales in Europe increased 2.6% in 2025. Organic sales growth was led by the United Kingdom, Germany and France.
The increase in organic sales in Europe in 2025 versus 2024 was primarily due to an increase in Oral Care organic sales, which was primarily due to organic sales growth in the toothpaste category.
Operating profit in Europe increased 14% in 2025 to $748, or 160 bps to 25.3% 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 (80 bps) and a decrease in Selling, general and administrative expenses (50 bps), both as a percentage of Net sales. This increase in Gross profit was due to cost savings from the Company’s funding-the-growth initiatives (250 bps), higher pricing and favorable mix (20 bps), partially offset by significantly higher raw and packaging material costs (260 bps). This decrease in Selling, general and administrative expenses was due to decreased advertising investment (50 bps).
39
(Dollars in Millions Except Per Share Amounts)
Asia Pacific
Net sales in Asia Pacific decreased 1.5% in 2025 to $2,814, driven by volume declines of 2.7% and negative foreign exchange of 0.5%, partially offset by net selling price increases of 1.7%. Organic sales in Asia Pacific decreased 1.0% in 2025. The organic sales decline was driven by the Greater China region and India, partially offset by organic sales growth in the remaining Asia Pacific geographies.
The decrease in organic sales in 2025 versus 2024 was primarily due to decreases in Oral Care and Personal Care organic sales. The decrease in Oral Care was primarily due to an organic sales decline in the toothpaste category, partially offset by organic sales growth in the manual toothbrush category. The decrease in Personal Care was primarily due to an organic sales decline in the bar soap category.
Operating profit in Asia Pacific decreased 6% in 2025 to $760, or 140 bps to 27.0% 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 (20 bps) and an increase in Selling, general and administrative expenses (110 bps), both as a percentage of Net sales. This decrease in Gross profit was due to significantly higher raw and packaging material costs (410 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (310 bps) and higher pricing. This increase in Selling, general and administrative expenses was due to higher overhead expenses (60 bps) and increased advertising investment (50 bps).
40
(Dollars in Millions Except Per Share Amounts)
Africa/Eurasia
Net sales in Africa/Eurasia increased 7.0% in 2025 to $1,172, driven by volume growth of 0.5%, net selling price increases of 6.0% and positive foreign exchange of 0.5%. Organic sales in Africa/Eurasia increased 6.5% in 2025. Organic sales growth was led by Türkiye and the North Africa/Middle East region.
The increase in organic sales in 2025 versus 2024 was primarily due to an increase in Oral Care organic sales, which was primarily due to organic sales growth in the toothpaste and manual toothbrush categories.
Operating profit in Africa/Eurasia increased 1% in 2025 to $255, while as a percentage of Net sales it decreased by 130 bps to 21.8%. This decrease in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (20 bps) and an increase in Selling, general and administrative expenses (120 bps), both as a percentage of Net sales. This decrease in Gross profit was due to significantly higher raw and packaging material costs (390 bps) and unfavorable mix (60 bps), partially offset by higher pricing and cost savings from the Company’s funding-the-growth initiatives (210 bps). This increase in Selling, general and administrative expenses was primarily due to higher overhead expenses (130 bps).
41
(Dollars in Millions Except Per Share Amounts)
Hill’s Pet Nutrition
Net sales for Hill’s Pet Nutrition increased 2.9% in 2025 to $4,613, driven by net selling price increases of 3.0% and positive foreign exchange of 0.5%, partially offset by volume declines of 0.6%. The Prime100 acquisition contributed 1.1% to volume. Organic sales in Hill’s Pet Nutrition increased 1.2% in 2025 despite a negative impact from lower private label sales (320 bps). Organic sales growth was led by the United States (excluding private label), Europe and Asia.
The increase in organic sales in 2025 versus 2024 was due to organic sales growth in the therapeutic and wellness categories.
Operating profit in Hill’s Pet Nutrition increased 10% in 2025 to $1,064, or 160 bps to 23.1% 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 (230 bps), partially offset by an increase in Selling, general and administrative expenses (60 bps), both as a percentage of Net sales. This increase in Gross profit was due to cost savings from the Company’s funding-the-growth initiatives (270 bps), higher pricing and favorable mix (140 bps), partially offset by significantly higher raw and packaging material costs (310 bps). This increase in Selling, general and administrative expenses was primarily due to increased advertising investment (50 bps).
42
(Dollars in Millions Except Per Share Amounts)
Corporate
Corporate operations include Corporate overhead costs, research and development costs, stock-based compensation expense related to stock options and restricted stock unit awards, restructuring and related implementation costs and gains and losses on sales of non-core product lines. The components of Operating profit (loss) for the Corporate segment are presented as follows:
Restructuring programs $ (13) $ (85)
Goodwill and intangible assets impairment charges (919) —
ERISA litigation matter (99) —
Acquisition-related costs (9) —
Corporate overhead costs and other, net (677) (699)
Total Corporate Operating profit (loss) $ (1,717) $ (784)
43
(Dollars in Millions Except Per Share Amounts)
Restructuring and Related Implementation Charges
Strategic Growth and Productivity Program
On July 31, 2025, the Board approved the Strategic Growth and Productivity Program. The program includes initiatives to better align the Company’s organizational structure to support its strategic initiatives, optimize the Company’s global supply chain to drive agility and efficiencies and simplify and streamline its organizational structure to reduce overhead costs.
The Strategic Growth and Productivity Program is estimated to result in cumulative pre-tax charges, once all initiatives are approved and implemented, totaling between $200 and $300, which is currently estimated to be comprised of the following: employee-related costs, including severance and other termination benefits (65% to 75%) and asset-related costs and other charges (25% to 35%), which include accelerated depreciation, asset write-downs, contract termination and other exit costs. It is estimated that approximately 75% to 85% of the charges will result in cash expenditures and substantially all charges resulting from the program will be incurred by December 31, 2028.
It is estimated that the cumulative pretax charges, once all projects are approved and implemented, will relate to initiatives undertaken in North America (15% to 20%), Latin America (15% to 20%), Europe (10% to 15%), Asia Pacific (10% to 15%), Africa/Eurasia (5% to 10%), Hill’s Pet Nutrition (10% to 15%) and Corporate (10% to 15%).
For the twelve months ended December 31, 2025, charges resulting from the Strategic Growth and Productivity Program are reflected in the income statement as follows:
Twelve months ended December 31, 2025
Selling, general and administrative expenses $ 6
Other (income) expense, net 7
Total Strategic Growth and Productivity Program charges, pretax $ 13
Total Strategic Growth and Productivity Program charges, aftertax $ 11
Restructuring and related implementation charges are 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 Strategic Growth and Productivity Program relate to initiatives undertaken by the following reportable operating segments:
Twelve months ended December 31, 2025
North America 30 %
Latin America — %
Europe 4 %
Asia Pacific — %
Africa/Eurasia — %
Pet Nutrition 1 %
Corporate 65 %
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(Dollars in Millions Except Per Share Amounts)
The Company has incurred pretax charges of $13 ($11 aftertax) in connection with the implementation of various projects as follows:
Twelve months ended December 31, 2025
Employee-Related Costs $ 6
Asset-Related Costs and Other 7
The following table summarizes the activity for the restructuring accrual:
Twelve months ended December 31, 2025
Employee-RelatedCosts Asset-Related Costs and Other Total
Balance at December 31, 2024 $ — $ — $ —
Cash Payments — (3) (3)
2022 Global Productivity Initiative
The Company’s prior targeted productivity program, the 2022 Global Productivity Initiative, concluded on December 31, 2024 and resulted in the reallocation of resources towards the Company’s strategic priorities and faster growth businesses, efficiencies in the Company’s operations and the streamlining of its supply chain to reduce structural costs. Over the course of the 2022 Global Productivity Initiative, the Company incurred total pretax charges of $228 ($186 aftertax). Total annualized pretax savings from the 2022 Global Productivity Initiative were approximately $125 ($100 aftertax).
For the twelve months ended December 31, 2024, charges resulting from the 2022 Global Productivity Initiative are reflected in the income statement as follows:
Twelve Months Ended December 31,
Gross Profit $ 20
Selling, general and administrative expenses 6
Other (income) expense, net 59
Total 2022 Global Productivity Initiative charges, pretax $ 85
Total 2022 Global Productivity Initiative charges, aftertax $ 73
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(Dollars in Millions Except Per Share Amounts)
The following table summarizes the activity for the restructuring accrual:
Twelve months ended December 31, 2025
Employee-RelatedCosts Other Total
Cash Payments (13) (4) (17)
Foreign exchange 3 — 3
Restructuring and related implementation charges were recorded in the Corporate segment as these initiatives were predominantly centrally directed and controlled and were not included in internal measures of segment operating performance.
46
(Dollars in Millions Except Per Share Amounts)
Non-GAAP Financial Measures
This Annual Report on Form 10-K discusses certain financial measures on both a GAAP and a non-GAAP basis. The Company uses the non-GAAP financial measures described below internally in its budgeting process, to evaluate segment and overall operating performance and as a factor in determining compensation. The Company believes that these non-GAAP financial measures are useful in evaluating the Company’s underlying business performance and trends; however, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies.
Net sales growth (GAAP) and organic sales growth (Net sales growth excluding the impact of foreign exchange, acquisitions and divestments) (non-GAAP) are discussed in this Annual Report on Form 10-K. Management believes the organic sales growth measure provides investors and analysts with useful supplemental information regarding the Company’s underlying sales trends by presenting sales growth excluding, the external factor of foreign exchange, as well as the impact of acquisitions and divestments, as applicable. A reconciliation of organic sales growth to Net sales growth for the years ended December 31, 2025 and 2024 is provided below.
Gross profit, Gross profit margin, Selling, general and administrative expenses, Selling, general and administrative expenses as a percentage of Net sales, Other (income) expense, net, Operating profit, Operating profit margin, 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 Annual Report on Form 10-K both on a GAAP basis and excluding, as applicable, goodwill and intangible assets impairment charges, charges resulting from Restructuring programs (the Strategic Growth and Productivity Program in 2025 and the 2022 Global Productivity Initiative in 2024) and the ERISA litigation matter and acquisition-related costs. 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 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 years ended December 31, 2025 and 2024 is presented within the applicable section of Results of Operations.
47
(Dollars in Millions Except Per Share Amounts)
The following tables provide a quantitative reconciliation of Net sales growth to organic sales growth for the years ended December 31, 2025 and 2024 versus the prior year:
Oral, Personal and Home Care
North America (1.6)% (0.1)% —% (1.6)%
Latin America (0.1)% (4.0)% —% 3.9%
Asia Pacific (1.5)% (0.5)% —% (1.0)%
Africa/Eurasia 7.0% 0.5% —% 6.5%
Total Oral, Personal and Home Care 1.0% (0.5)% —% 1.5%
Note: Table may not sum due to rounding.
Oral, Personal and Home Care
North America 0.5% (0.1)% —% 0.7%
Asia Pacific 2.7% (1.3)% —% 4.0%
Total Oral, Personal and Home Care 3.0% (5.2)% —% 8.1%
Pet Nutrition 4.5% (0.4)% —% 4.9%
Total Company 3.3% (4.1)% —% 7.4%
Note: Table may not sum due to rounding.
Market Share Information
Management uses market share information as a key indicator to monitor business health and performance. References to market share in this Annual Report on Form 10-K are based on a combination of consumption and market share data provided by third-party vendors, primarily Nielsen, and internal estimates. All market share references represent the percentage of the dollar value of sales of our products, relative to all product sales in the category in the countries in which the Company competes and purchases data (excluding Venezuela from all periods).
Market share data is subject to limitations on the availability of up-to-date information. In particular, market share data is currently not generally available for certain retail channels, such as eCommerce or certain discounters. The Company measures year-to-date market shares from January 1 of the relevant year through the most recent period for which market share data is available, which typically reflects a lag time of one or two months. The Company believes that the third-party vendors we use to provide data are reliable, but we have not verified the accuracy or completeness of the data or any assumptions underlying the data. In addition, market share information calculated by the Company may be different from market share information calculated by other companies due to differences in category definitions, the use of data from different countries, internal estimates and other factors.
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(Dollars in Millions Except Per Share Amounts)
Liquidity and Capital Resources
The Company expects cash flow from operations and debt issuances will be sufficient to meet foreseeable business operating and recurring cash needs (including for debt service, dividends, capital expenditures, share repurchases and acquisitions). The Company believes its strong cash generation and financial position should continue to allow it broad access to global credit and capital markets.
Cash Flow
Net cash provided by operations increased 2% to $4,198 in 2025 as compared to $4,107 in 2024. The Company’s working capital as a percentage of Net sales was (7.0)% in 2025 and (5.2)% in 2024. 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 $817 of cash in 2025 compared to $534 in 2024. Investing activities in 2025 included the Company’s acquisition of Care TopCo Pty Ltd, the owner of the Prime100 pet food business, as discussed in Note 3, Acquisitions to the Consolidated Financial Statements.
Capital expenditures in the year ended December 31, 2025 were $564, an increase from $561 in 2024. Capital expenditures for 2026 are expected to be approximately 3.0% of Net sales. The Company continues to focus its capital spending on projects that are expected to yield high aftertax returns.
Financing activities used $3,256 of cash during the year ended December 31, 2025 compared to $3,389 during 2024. The decrease in cash used was primarily due to higher proceeds from the issuance of debt partially offset by higher debt repayments.
Long-term debt, including the current portion, increased to $7,986 as of December 31, 2025, as compared to $7,941 as of December 31, 2024, and total debt increased to $7,988 as of December 31, 2025 as compared to $7,949 as of December 31, 2024. During the year ended December 31, 2025, the Company redeemed at maturity $130 of 30-year Medium-Term Notes with a fixed coupon of 7.60% and $500 of three-year Senior Notes with a fixed coupon of 3.10%. These redemptions were financed with commercial paper borrowings. During the year ended December 31, 2024, the Company redeemed at maturity $500 of ten-year Medium-Term Notes with a fixed coupon of 3.25%.
In April 2025, the Company issued $500 of five-year Senior Notes at a fixed coupon rate of 4.20%. In November 2025, the Company issued €600 of ten-year Senior Notes at a fixed coupon rate of 3.25%. 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.
At December 31, 2025, the Company had access to unused domestic and foreign lines of credit of $3,641 (including under the facility discussed below) and could also issue long-term debt pursuant to an effective shelf registration statement.
In November 2022, the Company entered into an amended and restated $3,000 five-year revolving credit facility with a syndicate of banks for a five-year term expiring November 2027, which replaced, on substantially similar terms, the Company’s $3,000 revolving credit facility that was scheduled to expire in August 2026. The term of the revolving credit facility was subsequently extended by one year in each of November 2023, November 2024 and November 2025. The expiration date of the revolving credit facility is now November 2030. The credit facility serves as a backstop for the Company's commercial paper program. Commitment fees related to the credit facility are not material.
Domestic and foreign commercial paper outstanding was $147 and $936 as of December 31, 2025 and December 31, 2024, respectively. The average daily balances outstanding of commercial paper in 2025 and 2024 were $1,611 and $1,710, respectively. The Company classifies commercial paper and certain long-term debt that is subject to a put option as long-term when it has the intent and ability to refinance such obligations on a long-term basis, including, if necessary, by utilizing its available lines of credit (under the facilities discussed above).
49
(Dollars in Millions Except Per Share Amounts)
The following is a summary of the Company’s commercial paper as of December 31, 2025 and 2024:
Certain of the agreements with respect to the Company’s bank borrowings contain financial and other covenants as well as cross-default provisions. Noncompliance with these requirements could ultimately result in the acceleration of amounts owed. The Company is in full compliance with all such requirements and believes the likelihood of noncompliance is remote. Refer to Note 6, Long-Term Debt and Credit Facilities to the Consolidated Financial Statements for further information about the Company’s long-term debt and credit facilities.
Dividend payments in 2025 were $1,823, an increase from $1,789 in 2024. Dividends paid increased to $2.06 per share in 2025 from $1.98 per share in 2024. In the first quarter of 2025, the Company increased the quarterly common stock dividend to $0.52 per share from $0.50 per share previously, effective in the second quarter of 2025.
The Company repurchases shares of its common stock in the open market and in private transactions to maintain its targeted capital structure and to fulfill certain requirements of its compensation and benefit plans. On March 20, 2025, 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 “2025 Program”), which replaced a previously authorized share repurchase program (the “2022 Program”). The Board also has authorized share repurchases on an ongoing basis to fulfill certain requirements of the Company’s compensation and benefit programs. The shares are repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion, subject to market conditions, customary blackout periods and other factors.
Aggregate share repurchases in 2025 consisted of approximately 13.7 million common shares under the 2022 Program and the 2025 Program and 0.6 million common shares to fulfill the requirements of compensation and benefit plans, for a total purchase price of $1,210. Aggregate share repurchases in 2024 consisted of approximately 18.3 million common shares under the 2022 Program and 0.4 million common shares to fulfill the requirements of compensation and benefit plans, for a total purchase price of $1,739. Share repurchases, net of proceeds from exercise of stock options, were $1,109 and $1,101 in 2025 and 2024, respectively.
Cash and cash equivalents increased $192 during 2025 to $1,288 at December 31, 2025, compared to $1,096 at December 31, 2024. Cash and cash equivalents held by the Company’s foreign subsidiaries was $1,234 and $1,059, respectively, at December 31, 2025 and 2024.
The following represents the scheduled maturities of the Company’s contractual obligations as of December 31, 2025:
(1)The Company classifies commercial paper and certain long-term debt that is subject to a put option as long-term debt when it has the intent and ability to refinance such obligations on a long-term basis. The amounts in this table exclude commercial paper.
(2)Includes the net interest payments on fixed and variable rate debt. Interest payments associated with floating rate instruments are based on management’s best estimate of projected interest rates for the remaining term of variable rate debt.
(3)The Company had outstanding contractual obligations with suppliers at the end of 2025 for the purchase of raw, packaging and other materials and services in the normal course of business. These purchase obligation amounts represent only those items which are based on agreements that are legally binding and that specify all significant terms including minimum quantity, price and term and do not represent total anticipated purchases.
50
(Dollars in Millions Except Per Share Amounts)
Long-term liabilities associated with the Company’s postretirement plans are excluded from the table above due to the uncertainty of the timing of these cash disbursements. The amount and timing of cash funding related to these benefit plans will generally depend on the variability of the market value of the assets, changes in the benefit obligations, local regulatory requirements, various economic assumptions (the most significant of which are detailed in “Critical Accounting Policies and Use of Estimates” below) and voluntary Company contributions. Based on current information, the Company is not required to make a mandatory contribution to its qualified U.S. pension plan in 2026. As of December 31, 2025, the Company expects to make contributions to its U.S. postretirement plans of $99 for the year ending December 31, 2026.
As more fully described in Note 13, Commitments and Contingencies to the Consolidated Financial Statements, the Company has commitments and contingencies with respect to lawsuits, environmental matters, taxes and other matters arising in the ordinary course of business.
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(Dollars in Millions Except Per Share Amounts)
Off-Balance Sheet Arrangements
The Company does not have off-balance sheet financing or unconsolidated special purpose entities.
Managing Foreign Currency, Interest Rate, Commodity Price and Credit Risk Exposure
The Company is exposed to market risk from foreign currency exchange rates, interest rates and commodity price fluctuations. Volatility relating to these exposures is managed on a global basis by utilizing a number of techniques, including working capital management, selling price increases, selective borrowings in local currencies and entering into selective derivative instrument transactions, issued with standard features, in accordance with the Company’s treasury and risk management policies. The Company’s treasury and risk management policies prohibit the use of derivatives for speculative purposes and leveraged derivatives for any purpose.
See Note 2, Summary of Significant Accounting Policies and Note 7, Fair Value Measurements and Financial Instrumentsto the Consolidated Financial Statements for further discussion of derivatives and hedging policies and fair value measurements.
Foreign Exchange Risk
As the Company markets its products in over 200 countries and territories, it is exposed to currency fluctuations related to manufacturing and selling its products in currencies other than the U.S. dollar. The Company manages its foreign currency exposures through a combination of cost containment measures, sourcing strategies, selling price increases and the hedging of certain costs in an effort to minimize the impact on earnings of foreign currency rate movements. See “Results of Operations” above for a discussion of the foreign exchange impact on Net sales in each operating segment.
The assets and liabilities of foreign subsidiaries are translated into U.S. dollars at year-end exchange rates with resulting translation gains and losses accumulated in a separate component of shareholders’ equity. Income and expense items are translated into U.S. dollars at average rates of exchange prevailing during the year.
The Company primarily utilizes foreign currency contracts, including forward and swap contracts, foreign and local currency deposits and local currency borrowings to hedge portions of its exposures relating to foreign currency purchases, assets and liabilities created in the normal course of business and the net investment in certain foreign subsidiaries. The duration of foreign currency contracts generally does not exceed 12 months and the contracts are valued using observable market rates.
Interest Rate Risk
The Company manages its mix of fixed and floating rate debt against its target with debt issuances and by entering into interest rate swaps in order to mitigate fluctuations in earnings and cash flows that may result from interest rate volatility. The Company utilizes forward-starting interest rate swaps to mitigate the risk of variability in interest rates for future debt issuances. The notional amount, interest payment and maturity date of the swaps generally match the principal, interest payment and maturity date of the related debt, and the swaps are valued using observable benchmark rates.
Based on year-end 2025 variable rate debt levels, a 1% increase in interest rates would have increased Interest expense by $7 in 2025.
Commodity Price Risk
The Company is exposed to price volatility related to raw materials used in production, such as resins, essential oils, tropical oils, pulp, tallow, corn, poultry and soybeans. The Company manages its raw material exposures through a combination of cost containment measures, ongoing productivity initiatives and the limited use of commodity hedging contracts. Futures contracts are used on a limited basis, primarily in the Hill’s Pet Nutrition segment, to manage volatility related to anticipated raw material inventory purchases of certain traded commodities.
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(Dollars in Millions Except Per Share Amounts)
Credit Risk
The Company is exposed to the risk of credit loss in the event of nonperformance by counterparties to financial instrument contracts; however, nonperformance is considered unlikely and any nonperformance is unlikely to be material as it is the Company’s policy to contract with diverse, credit-worthy counterparties based upon both strong credit ratings and other credit considerations.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies to the Consolidated Financial Statements for a description of recent accounting pronouncements and their anticipated effects to the Consolidated Financial Statements.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to use judgment and make estimates. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. Actual results could ultimately differ from those estimates. The accounting policies that are most critical in the preparation of the Company’s Consolidated Financial Statements are those that are both important to the presentation of the Consolidated Financial Statements and require significant or complex judgments and estimates on the part of management. The Company’s critical accounting policies are reviewed periodically with the Audit Committee of the Board.
In certain instances, accounting principles generally accepted in the United States of America allow for the selection of alternative accounting methods. The Company’s significant policies that involve the selection of alternative methods are accounting for inventories and shipping and handling costs.
▪The Company accounts for inventories using both the first-in, first-out (“FIFO”) method (approximately 75% of inventories) and the last-in, first-out (“LIFO”) method (approximately 25% of inventories). There would have been no material impact on reported earnings for 2025 or 2024 had all inventories been accounted for under the FIFO method.
▪Shipping and handling costs (also referred to as logistics costs) may be reported as either a component of Cost of sales or Selling, general and administrative expenses. The Company accounts for such costs, primarily related to warehousing and outbound freight, as fulfillment costs and reports them in the Consolidated Statements of Income as a component of Selling, general and administrative expenses. Accordingly, the Company’s Gross profit margin is not comparable with the Gross profit margin of those companies that include shipping and handling charges in Cost of sales. If such costs had been included as a component of Cost of sales, the Company’s Gross profit margin would have been lower by 880 bps in 2025 and 2024, and 910 bps in 2023, with no impact on reported earnings.
The areas of accounting that involve significant or complex judgments and estimates are pensions and other retiree benefit cost assumptions, stock-based compensation, asset impairments, uncertain tax positions, tax valuation allowances and legal and other contingency reserves.
▪In accounting for pension and other postretirement benefit costs, the most significant actuarial assumptions are the discount rate and the expected long-term rate of return on plan assets. The discount rate used to measure the benefit obligation for U.S. defined benefit plans was 5.51% and 5.73% as of December 31, 2025 and 2024, respectively. The discount rate used to measure the benefit obligation for other U.S. postretirement plans was 5.56% and 5.74% as of December 31, 2025 and 2024, respectively. Discount rates used for the U.S. and international defined benefit and other postretirement plans are based on a yield curve constructed from a portfolio of high-quality bonds whose projected cash flows approximate the projected benefit payments of the plans. The assumed expected long-term rate of return on plan assets for U.S. plans was 6.50% as of December 31, 2025 and 2024. In determining the expected long-term rate of return, the Company considers the nature of the plans’ investments and the historical rate of return.
53
(Dollars in Millions Except Per Share Amounts)
Average annual rates of return for the U.S. plans for the most recent 1-year, 5-year, 10-year, 15-year and 25-year periods were 10%, 1%, 5%, 6% and 5%, respectively. In addition, the current assumed rate of return for the U.S. plans is based upon the nature of the plans’ investments with a target asset allocation of approximately 60% in fixed income securities, 26% in equity securities and 14% in other investments. A 1% change in the assumed rate of return on plan assets of the U.S. pension plans would impact future Net income attributable to Colgate-Palmolive Company by approximately $12. A 1% change in the discount rate for the U.S. pension plans and the other U.S. retiree benefit plan would impact future Net income attributable to Colgate-Palmolive Company by approximately $0 and $3, respectively. A third assumption is the long-term rate of compensation increase for the U.S. pension plans, a change in which would partially offset the impact of a change in either the discount rate or the expected long-term rate of return. This rate was 3.50% as of December 31, 2025 and 2024. Refer to Note 10, Retirement Plans and Other Retiree Benefits to the Consolidated Financial Statements for further discussion of the Company’s pension and other postretirement plans.
▪The assumption requiring the most judgment in accounting for other postretirement benefits (other than the discount rate noted above) is the medical cost trend rate. The Company reviews external data and its own historical trends for health care costs to determine the medical cost trend rate. The assumed rate of increase for the U.S. postretirement benefit plans is 7.00% for 2026, declining to 5.00% by 2031 and remaining at 4.50% for the years thereafter. A 1% change in the assumed long-term medical cost trend rate would impact future Net income attributable to Colgate-Palmolive Company by $2.
▪The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock units (both performance-based and time-vested), based on the fair value of those awards at the date of grant. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to estimate the fair value of stock option awards. The weighted-average estimated fair value of each stock option award granted in the year ended December 31, 2025 was $18.21. The Black-Scholes model uses various assumptions to estimate the fair value of stock option awards. These assumptions include the expected term of stock option awards, expected volatility rate, risk-free interest rate and expected dividend yield. While these assumptions do not require significant judgment, as the significant inputs are determined from historical experience or independent third-party sources, changes in these inputs could result in significant changes in the fair value of stock option awards. A one-year change in expected term would result in a change in fair value of approximately 7%. A 1% change in volatility would change fair value by approximately 4%. The Company uses a Monte-Carlo simulation to determine the fair value of performance-based restricted stock units at the date of grant. The Monte-Carlo simulation model uses substantially the same inputs as the Black-Scholes model.
▪Goodwill and indefinite-life intangible assets, such as the Company’s global brands, are subject to impairment tests at least annually or when events or changes in circumstances indicate an asset may be impaired. In assessing impairment, the Company performs either a quantitative or a qualitative analysis.
Determining the fair value of the Company’s reporting units for goodwill and the fair value of its intangible assets requires significant estimates and judgments by management. When a quantitative analysis is performed, the Company generally uses the income approach, which requires several estimates, including future cash flows consistent with management’s strategic plans, sales growth rates, operating margins, customer attrition rate and the selection of royalty rates and discount rates. Estimating sales growth rates requires significant judgment by management in areas such as future economic conditions, category growth rates, product pricing, consumer tastes and preferences and future expansion expectations. In selecting an appropriate royalty rate, the Company considers the long-term profitability of the brand and recent market transactions for similar brands and products. In determining an appropriate discount rate, the Company considers the current interest rate environment and its estimated cost of capital. Other qualitative factors the Company considers, in addition to those quantitative measures discussed above, include assessments of general macroeconomic conditions, industry-specific considerations and historical financial performance. The Company generally engages a third-party valuation firm to assist it in determining the fair value of intangible assets acquired in business combinations.
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(Dollars in Millions Except Per Share Amounts)
In determining the fair value of the Company’s reporting units, fair value is also generally determined using the market approach, which is generally derived from metrics of comparable publicly traded companies. As multiple valuation methodologies are used, the Company also performs a qualitative analysis comparing the fair value of a reporting unit under each method to assess its reasonableness and ensure consistency of results.
Determining the expected life of a brand requires management judgment and is based on an evaluation of several factors including market share, brand history, future expansion expectations, the level of in-market support anticipated by management, legal or regulatory restrictions and the economic environment in the countries in which the brand is sold.
Given lower than expected category growth rates and weaker than expected performance, particularly in China, in the fourth quarter of 2025 the Company lowered its outlook for the skin health reporting unit, primarily Filorga. The Company concluded that the changes in circumstances in this reporting unit triggered the need for an interim impairment review of its goodwill and long-lived assets which consist primarily of trademarks and customer relationships. As a result of the interim impairment test, the Company concluded that the carrying value of the Filorga trademark and customer relationships exceeded their estimated fair values and recorded impairment charges of $244 and $93, respectively, reducing their combined carrying values to an immaterial amount as of December 31, 2025. After adjusting the carrying values of the Filorga trademark and customer relationship intangible assets, the Company completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $582 in the skin health reporting unit, reducing the carrying value of goodwill to $51 as of December 31, 2025.
Except for the skin health reporting unit described above, the estimated fair value of the Company’s remaining reporting units substantially exceeds their carrying value.
▪The recognition and measurement of uncertain tax positions involves consideration of the amounts and probabilities of various outcomes that could be realized upon ultimate resolution.
▪Tax valuation allowances are established to reduce deferred tax assets, such as tax loss carryforwards, to net realizable value. Factors considered in estimating net realizable value include historical results by tax jurisdiction, carryforward periods, income tax strategies and forecasted taxable income.
▪Legal and other contingency reserves are based on management’s assessment of the risk of potential loss, which includes consultation with outside legal counsel and other advisors. Such assessments are reviewed each period and revised based on current facts and circumstances, if necessary. While it is possible that the Company’s cash flows and results of operations in a particular quarter or year could be materially affected by the impact of such contingencies, based on current knowledge it is the opinion of management that these matters will not have a material effect on the Company’s financial position, or its ongoing results of operations or cash flows. Refer to Note 13, Commitments and Contingencies to the Consolidated Financial Statements for further discussion of the Company’s contingencies.
The Company generates revenue through the sale of well-known consumer products to trade customers under established trading terms. While the recognition of revenue and receivables requires the use of estimates, there is a short time frame (typically less than 60 days) between the shipment of product and cash receipt, thereby reducing the level of uncertainty in these estimates. Refer to Note 2, Summary of Significant Accounting Policies to the Consolidated Financial Statements for further description of the Company’s significant accounting policies.
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(Dollars in Millions Except Per Share Amounts)
Cautionary Statement on Forward-Looking Statements
This Annual Report on Form 10-K may contain forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases) that set forth anticipated results based on management’s current plans and assumptions. Such statements may relate, for example, to sales or volume growth, net selling price increases, organic sales growth, profit or profit margin levels, earnings per share levels, financial goals, category growth rates, the impact of foreign exchange, the impact of developments in global trade relations and tariffs, the impact of geopolitical events and tensions, wars and military conflicts, such as in Ukraine, the Middle East and Venezuela, cost-reduction plans (including the Strategic Growth and Productivity Program), tax rates, interest rates, new product introductions, 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 February 23, 2026. 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 macroeconomic and geopolitical 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 high interest rates and their effect on consumer sentiment and spending, foreign currency rate fluctuations, exchange controls, import restrictions, tariffs, sanctions, price or profit controls, labor relations, changes in foreign or domestic laws or regulations or their interpretation, political and fiscal developments, including developments in trade relations and the negotiation of trade agreements, tax and immigration policies, significant competition and a highly competitive omni-channel marketplace, including as a result of the growth of eCommerce and the emergence of AI, a rapidly changing retail landscape and changes in the policies of retail trade customers, 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, the emergence of alternative retail channels, the ability to develop innovative new products and successfully leverage AI and other new and emerging technologies, the ability to continue lowering costs and operate in an agile manner, the ability to successfully implement and realize the benefits of the Strategic Growth and Productivity Program, the ability to maintain the security of our information and operational technology systems from cybersecurity or data incidents, the ability to address the effects of climate change and implement our sustainability strategy and achieve our targets, the ability to complete acquisitions and divestitures as planned and successfully integrate acquired businesses, the ability to attract and retain key employees, 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 macroeconomic 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 Part I, Item 1A “Risk Factors.”
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See “Managing Foreign Currency, Interest Rate, Commodity Price and Credit Risk Exposure” in Part II, Item 7.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See “Index to Financial Statements.”
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, under the supervision and with the participation of the Company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2025 (the “Evaluation”). Based upon the Evaluation, the Company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Management, under the supervision and with the participation of the Company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company’s internal control over financial reporting based upon the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that it was effective as of December 31, 2025.
The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, and has expressed an unqualified opinion in their report, which appears under “Index to Financial Statements – Report of Independent Registered Public Accounting Firm.”
Changes in Internal Control Over Financial Reporting
The Company is in the process of upgrading its enterprise IT system and transitioning its enterprise IT infrastructure to the cloud. This change has not had and is not expected to have a material impact on the Company’s internal control over financial reporting.
Except as noted above, there were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
(b)Trading Plans
During the three months ended December 31, 2025, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
See “Information about our Executive Officers” in Part I, Item 1 of this report.
Additional information required by this Item 10 will be included under the headings “Governance – the Board of Directors,” “Governance – Board Structure and Responsibilities – Committees of the Board of Directors – Audit Committee” and “Executive Compensation – Compensation Discussion and Analysis – Compensation Governance Features – Insider Trading Policy and Prohibition on Hedging and Pledging of Company Stock” in the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2025 (the “2026 Proxy Statement”) and is incorporated herein by reference.
Information on beneficial ownership reporting compliance will be included under the heading “Stock Ownership – Delinquent Section 16(a) Reports,” if applicable, in the 2026 Proxy Statement and is incorporated herein by reference.
The Company’s Code of Conduct promotes the highest ethical standards in all of the Company’s business dealings. The Code of Conduct satisfies the SEC’s requirements for a Code of Ethics for senior financial officers and applies to all Company employees, including the Chairman of the Board, President and Chief Executive Officer, the Chief Financial Officer and the Executive Vice President, Controller, and the Company’s directors. The Code of Conduct is available on the Company’s website at www.colgatepalmolive.com. Any amendment to the Code of Conduct will promptly be posted on the Company’s website. It is the Company’s policy not to grant waivers of the Code of Conduct. In the extremely unlikely event that the Company grants an executive officer a waiver from a provision of the Code of Conduct, the Company will promptly disclose such information by posting it on its website or by using other appropriate means in accordance with SEC rules.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item 11 will be included under the headings “Executive Compensation,” “Governance – Compensation of Directors” and “Governance – Compensation Committee Interlocks and Insider Participation” in the 2026 Proxy Statement and is incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
(a)Information regarding security ownership of certain beneficial owners and management will be included under the heading “Stock Ownership” in the 2026 Proxy Statement and is incorporated herein by reference.
(b)The Registrant does not know of any arrangements that may at a subsequent date result in a change in control of the Registrant.
(c)Equity compensation plan information as of December 31, 2025:
(a) (b) (c)
(1)Consists of 12,619 stock options outstanding, 2,058 restricted stock units awarded but not yet vested and 930 performance-based restricted stock units outstanding under the Company’s 2019 Incentive Compensation Plan, as more fully described in Note 8, Capital Stock and Stock-Based Compensation Plans to the Consolidated Financial Statements.
(2)Includes the weighted-average exercise price of stock options outstanding of $79, restricted stock units of $88 and performance-based restricted stock units of $80.
(3)Amount includes all of the securities available for future issuances in the form of options, restricted stock units and performance-based awards under the Company’s 2019 Incentive Compensation Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this Item 13 will be included under the headings “Governance – Certain Relationships and Related Transactions” and “Governance – Director Independence” in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item 14 will be included under the heading “Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm” in the 2026 Proxy Statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)Financial Statements and Financial Statement Schedules
See “Index to Financial Statements.”
(b)Exhibits:
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Exhibit No. Description
4 a) Description of Securities of the Registrant**
62
21 Subsidiaries of the Registrant.**
23 Consent of Independent Registered Public Accounting Firm.**
24 Powers of Attorney.**
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* Indicates a management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
(1) Registrant hereby undertakes to furnish the Commission, upon request, with a copy of any instrument with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis.
The exhibits indicated above that are not included with the Form 10-K are available upon request and payment of a reasonable fee approximating the registrant’s cost of providing and mailing the exhibits. Inquiries should be directed to:
Colgate-Palmolive Company
Office of the Secretary (10-K Exhibits)
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ITEM 16. FORM 10-K SUMMARY
None.
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COLGATE-PALMOLIVE COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Colgate-Palmolive Company (Registrant)
Date: February 23, 2026 By /s/ Noel Wallace
Noel Wallace Chairman of the Board, President andChief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 23, 2026, by the following persons on behalf of the registrant and in the capacities indicated.
(a) Principal Executive Officer (d) Directors:
/s/ Noel Wallace /s/ Noel Wallace
/s/ Stanley J. Sutula III *By: /s/ Jennifer M. Daniels
(c) Principal Accounting Officer
/s/ Gregory O. Malcolm
Gregory O. MalcolmExecutive Vice President, Controller
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Index to Financial Statements
Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 68
Consolidated Balance Sheets as of December 31, 2025 and 2024 72
Notes to Consolidated Financial Statements 75
Market Information 122
All other financial statements and schedules not listed have been omitted since the required information is included in the financial statements or the notes thereto or is not applicable or material or required.
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Colgate-Palmolive Company
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Colgate-Palmolive Company and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Annual and Interim Goodwill Impairment Tests - Skin Health Reporting Unit
As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $3,122 million as of December 31, 2025, and the goodwill associated with the skin health reporting unit was $51 million. Goodwill is subject to impairment tests at least annually or when events or changes in circumstances indicate that an asset may be impaired. In the fourth quarter of 2025, management concluded that changes in circumstances in the skin health reporting unit triggered the need for an interim impairment review of its goodwill. Management completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $582 million in the skin health reporting unit. Determining the fair value of the Company’s reporting units for goodwill requires significant judgments and estimates by management. Management used the income approach to determine the fair value of the skin health reporting unit, which required several estimates, including future cash flows consistent with management’s strategic plans, sales growth rates, operating margins, and discount rates.
The principal considerations for our determination that performing procedures relating to the annual and interim goodwill impairment tests for the skin health reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the skin health reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the sales growth rates, operating margins, and discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s annual and interim goodwill impairment tests, including controls over the valuation of the skin health reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the skin health reporting unit; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the sales growth rates, operating margins, and discount rates. Evaluating management’s assumptions related to the sales growth rates and operating margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the skin health reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
New York, New YorkFebruary 23, 2026
We have served as the Company’s auditor since 2002.
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COLGATE-PALMOLIVE COMPANY
Consolidated Statements of Income
For the years ended December 31,
(Dollars in Millions Except Per Share Amounts)
Selling, general and administrative expenses 7,903 7,729 7,151
Goodwill and intangible assets impairment charges 919 — —
Non-service related postretirement costs 55 87 360
Net income including noncontrolling interests 2,261 3,049 2,455
Less: Net income attributable to noncontrolling interests 129 160 155
Net income attributable to Colgate-Palmolive Company $ 2,132 $ 2,889 $ 2,300
Earnings per common share, basic $ 2.64 $ 3.53 $ 2.78
Earnings per common share, diluted $ 2.63 $ 3.51 $ 2.77
See Notes to Consolidated Financial Statements.
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COLGATE-PALMOLIVE COMPANY
Consolidated Statements of Comprehensive Income
For the years ended December 31,
(Dollars in Millions)
Net income including noncontrolling interests $ 2,261 $ 3,049 $ 2,455
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments 338 (343) 98
Retirement plan and other retiree benefit adjustments 22 43 (16)
Gains (losses) on cash flow hedges (16) 8 (7)
Total Other comprehensive income (loss), net of tax 344 (292) 75
Total Comprehensive income including noncontrolling interests 2,605 2,757 2,530
Less: Net income attributable to noncontrolling interests 129 160 155
Total Comprehensive income attributable to noncontrolling interests 131 152 113
See Notes to Consolidated Financial Statements.
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COLGATE-PALMOLIVE COMPANY
Consolidated Balance Sheets
As of December 31,
(Dollars in Millions Except Share and Per Share Amounts)
Assets
Current Assets
Cash and cash equivalents $ 1,288 $ 1,096
Receivables (net of allowances of $90 and $85, respectively) 1,675 1,521
Property, plant and equipment, net 4,660 4,422
Liabilities and Shareholders’ Equity
Current Liabilities
Debt payable within one-year $ 1,117 $ 660
Commitments and contingent liabilities — —
Shareholders’ Equity
Accumulated other comprehensive income (loss) (3,879) (4,222)
Total Colgate-Palmolive Company shareholders’ equity 54 212
Noncontrolling interests 311 332
See Notes to Consolidated Financial Statements.
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COLGATE-PALMOLIVE COMPANY
Consolidated Statements of Changes in Shareholders’ Equity
(Dollars in Millions)
Colgate-Palmolive Company Shareholders’ Equity
Other comprehensive income (loss), net of tax — — — — — 117 (42)
Dividends ($1.91)/per share* — — — — (1,584) — (170)
Stock-based compensation expense — 122 — — — — —
Shares issued for stock options — 170 — 212 — — —
Shares issued for restricted stock awards — (34) — 34 — — —
Treasury stock acquired — — — (1,128) — — —
Other — 4 1 (7) — 1 —
Other comprehensive income (loss), net of tax — — — — — (284) (8)
Dividends ($2.48)/per share* — — — — (2,034) — (168)
Stock-based compensation expense — 135 — — — — —
Shares issued for stock options — 284 — 354 — — —
Shares issued for restricted stock awards — (52) — 52 — — —
Treasury stock acquired — — — (1,739) — — —
Other — 6 — (8) 1 (1) —
Other comprehensive income (loss), net of tax — — — — — 342 2
Dividends ($2.08)/per share* — — — — (1,681) — (157)
Stock-based compensation expense — 155 — — — — —
Shares issued for stock options — 45 — 56 — — —
Shares issued for restricted stock awards — (65) — 65 — — —
Treasury stock acquired — — — (1,214) — — —
* Four dividends were declared in 2025. Five dividends were declared in 2024. Four dividends were declared in 2023.
`
See Notes to Consolidated Financial Statements.
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COLGATE-PALMOLIVE COMPANY
Consolidated Statements of Cash Flows
For the years ended December 31,
(Dollars in Millions)
Operating Activities
Net income including noncontrolling interests $ 2,261 $ 3,049 $ 2,455
ERISA litigation matter 65 — 267
Restructuring and termination benefits, net of cash (7) 51 (23)
Goodwill and intangible assets impairment charges 919 — —
Deferred income taxes (109) (77) (98)
Cash effects of changes in:
Accounts payable and other working capital 251 516 309
Other non-current assets 35 28 53
Other non-current liabilities (95) (44) (64)
Investing Activities
Purchases of marketable securities and investments (698) (574) (506)
Proceeds from sale of marketable securities and investments 752 564 502
Payment for acquisitions, net of cash acquired (293) — —
Other investing activities (14) 37 (33)
Net cash used in investing activities (817) (534) (742)
Financing Activities
Short-term borrowing (repayment) less than 90 days, net (989) 93 (906)
Proceeds from exercise of stock options 101 638 380
Other financing activities 132 (91) 18
Net cash used in financing activities (3,256) (3,389) (2,793)
Effect of exchange rate changes on Cash and cash equivalents 67 (54) (19)
Net increase (decrease) in Cash and cash equivalents 192 130 191
Cash and cash equivalents at beginning of year 1,096 966 775
Cash and cash equivalents at end of year $ 1,288 $ 1,096 $ 966
Supplemental Cash Flow Information
See Notes to Consolidated Financial Statements.
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COLGATE-PALMOLIVE COMPANY
Notes to Consolidated Financial Statements
(Dollars in Millions Except Share and Per Share Amounts)
1. Nature of Operations
The Company manufactures and markets a wide variety of products in 200 countries and territories around the world in two product segments: Oral, Personal and Home Care; and Pet Nutrition. Oral, Personal and Home Care products include toothpaste, toothbrushes, mouthwash, bar and liquid hand soaps, shower gels, shampoos, conditioners, deodorants and antiperspirants, skin health products, dishwashing detergents, fabric conditioners, household cleaners and other similar items. These products are sold primarily to a variety of retailers, wholesalers, distributors, dentists and, in some geographies, skin health professionals. Pet Nutrition products include specialty pet nutrition products for dogs and cats. The principal customers for Pet Nutrition products are authorized pet supply retailers, veterinarians and eCommerce retailers. Some of our products are also sold direct-to-consumer. Principal global and regional trademarks include Colgate, Palmolive, Darlie, elmex, hello, meridol, Sorriso, Tom’s of Maine, EltaMD, Filorga, Irish Spring, Lady Speed Stick, PCA SKIN, Protex, Sanex, Softsoap, Speed Stick, Ajax, Axion, Fabuloso, Murphy, Soupline and Suavitel, as well as Hill’s Science Diet, Hill’s Prescription Diet and Prime100.
The Company’s principal classes of products accounted for the following percentages of worldwide Net sales for the past three years:
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COLGATE-PALMOLIVE COMPANY
Notes to Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
2. Summary of Significant Accounting Policies
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Colgate-Palmolive Company and its majority-owned or controlled subsidiaries. Intercompany transactions and balances have been eliminated. The Company’s investments in consumer products companies with interests ranging between 20% and 50%, where the Company has significant influence over the investee, are accounted for using the equity method. Net income (loss) from such investments is recorded in Other (income) expense, net in the Consolidated Statements of Income. As of December 31, 2025 and 2024, equity method investments included in Other assets in the Consolidated Balance Sheets were $82 and $81, respectively. Unrelated third parties hold the remaining ownership interests in these investments. Investments with less than a 20% interest are recorded at cost and periodically adjusted based on observable price changes or quoted market prices in active markets, if applicable.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. As such, the most significant uncertainty in the Company’s assumptions and estimates involved in preparing the financial statements includes pension and other retiree benefit cost assumptions, stock-based compensation, asset impairments, uncertain tax positions, tax valuation allowances and legal and other contingency reserves. Additionally, the Company uses available market information and other valuation methodologies in assessing the fair value of financial instruments and retirement plan assets. Judgment is required in interpreting market data to develop the estimates of fair value and, accordingly, changes in assumptions or the estimation methodologies may affect the fair value estimates. Actual results could ultimately differ from those estimates.
Revenue Recognition
The Company’s revenue contracts represent a single performance obligation to sell its products to trade customers. Sales are recorded at the time control of the products is transferred to trade customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. Control is the ability of trade customers to “direct the use of” and “obtain the benefit from” our products. In evaluating the timing of the transfer of control of products to trade customers, the Company considers several control indicators, including significant risks and rewards of products, the Company’s right to payment and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to trade customers.
Net sales reflect the transaction prices for contracts, which include units shipped at selling list prices reduced by variable consideration. Variable consideration includes expected sales returns and the cost of current and continuing promotional programs. Current promotional programs primarily include product listing allowances and co-operative advertising arrangements. Continuing promotional programs are predominantly consumer coupons and volume-based sales incentive arrangements. The cost of promotional programs is estimated using the expected value method considering all reasonably available information, including the Company’s historical experience and its current expectations, and is reflected in the transaction price when sales are recorded. Adjustments to the cost of promotional programs in subsequent periods are generally not material, as the Company’s promotional programs are typically of short duration, thereby reducing the uncertainty inherent in such estimates.
Sales returns are generally accepted at the Company’s discretion and are not material to the Company’s Consolidated Financial Statements. The Company’s contracts with trade customers do not have significant financing components or non-cash consideration and the Company does not have unbilled revenue or significant amounts of prepayments from customers. The Company records Net sales excluding taxes collected on its sales to its trade customers. Shipping and handling activities are accounted for as contract fulfillment costs and classified as Selling, general and administrative expenses.
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COLGATE-PALMOLIVE COMPANY
Notes to Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
Shipping and Handling Costs
Shipping and handling costs (also referred to as logistics costs) are classified as Selling, general and administrative expenses and were $1,789, $1,777 and $1,771 for the years ended December 31, 2025, 2024 and 2023, respectively.
Marketing Costs
The Company markets its products through advertising and other promotional activities. Advertising costs are included in Selling, general and administrative expenses and are expensed as incurred. Certain consumer and trade promotional programs, such as consumer coupons, are recorded as a reduction of sales.