Restructuring and Related Implementation Charges

In the fourth quarter of 2012, the Company commenced a Global Growth and Efficiency Program (as expanded in 2014 and 2015 as described below, the “2012 Restructuring Program”) for sustained growth. The program’s initiatives are expected to help Colgate ensure continued solid worldwide growth in unit volume, organic sales and earnings per share and enhance its global leadership positions in its core businesses.

On October 23, 2014, the Company’s Board of Directors (the “Board”) approved an expansion of the 2012 Restructuring Program to take advantage of additional savings opportunities.

Recognizing the macroeconomic challenges around the world and the successful implementation of the 2012 Restructuring Program, on October 29, 2015, the Board approved the reinvestment of the funds from the sale of the Company’s laundry detergent business in the South Pacific to expand the 2012 Restructuring Program and extend it for one year through December 31, 2017. The Board approved the implementation plan for this expansion on March 10, 2016. Initiatives under the 2012 Restructuring Program will continue to fit within the program’s three focus areas of expanding commercial hubs, extending shared business services and streamlining global functions and optimizing the global supply chain and facilities. Cumulative pretax charges resulting from the 2012 Restructuring Program, once all phases are approved and implemented, are estimated to be $1,405 to $1,585 ($1,050 to $1,170 aftertax).

The pretax charges resulting from the 2012 Restructuring Program are currently estimated to be comprised of the following categories: Employee-Related Costs, including severance, pension and other termination benefits (50%); asset-related costs, primarily Incremental Depreciation and Asset Impairments (10%); and Other charges, which include contract termination costs, consisting primarily of related implementation charges resulting directly from exit activities (20%) and the implementation of new strategies (20%). Over the course of the 2012 Restructuring Program, it is currently estimated that approximately 75% of the charges will result in cash expenditures. Anticipated pretax charges for 2016 are expected to approximate $270 to $310 ($200 to $230 aftertax). It is expected that substantially all charges resulting from the 2012 Restructuring Program will be incurred by December 31, 2017.

It is expected that the cumulative pretax charges, once all projects are approved and implemented, will relate to initiatives undertaken in North America (15%), Europe (20%), Latin America (5%), Asia Pacific (5%), Africa/Eurasia (5%), Hill’s Pet Nutrition (10%) and Corporate (40%), which includes substantially all of the costs related to the implementation of new strategies, noted above, on a global basis. It is expected that, when it has been fully implemented, the 2012 Restructuring Program will contribute a net reduction of approximately 3,300–3,800 positions from the Company’s global employee workforce.

For the three and six months ended June 30, 2016 and 2015, restructuring and related implementation charges are reflected in the Condensed Consolidated Statements of Income as follows:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
Cost of sales	$	12	$	4	$	20	$	8
Selling, general and administrative expenses	14		11		40		29
Other (income) expense, net	33		37		54		115
Total 2012 Restructuring Program charges, pretax	$	59	$	52	$	114	$	152

Total 2012 Restructuring Program charges, aftertax	$	44	$	40	$	82	$	107

Restructuring and related implementation charges in the preceding table 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 2012 Restructuring Program relate to initiatives undertaken by the following reportable operating segments:



	Three Months Ended				Six Months Ended				Program-to-date
	June 30,				June 30,				Accumulated Charges
	2016		2015		2016		2015
North America	23	%	14	%	32	%	17	%	15	%
Latin America	6	%	5	%	7	%	2	%	4	%
Europe ⁽¹⁾	6	%	19	%	7	%	10	%	22	%
Asia Pacific ⁽¹⁾	9	%	11	%	6	%	5	%	3	%
Africa/Eurasia	22	%	4	%	15	%	3	%	6	%
Hill’s Pet Nutrition	17	%	13	%	9	%	7	%	7	%
Corporate	17	%	34	%	24	%	56	%	43	%

⁽¹⁾ The Company has recast its historical geographic segment information to conform to the new reporting structure. See Note 13, Segment Information for additional details.

Since the inception of the 2012 Restructuring Program in the fourth quarter of 2012, the Company has incurred pretax cumulative charges of $1,114 ($821 aftertax) in connection with the implementation of various projects as follows:



	Cumulative Charges
	as of June 30, 2016
Employee-Related Costs	$	438
Incremental Depreciation	74
Asset Impairments	10
Other	592
Total	$	1,114

The majority of costs incurred since inception relate to the following projects: the implementation of the Company’s overall hubbing strategy; the consolidation of facilities; the extension of shared business services and streamlining of global functions; the simplification and streamlining of the Company’s research and development capabilities and oral care supply chain, both in Europe; the closing of the Morristown, New Jersey personal care facility; and restructuring how the Company will provide future retirement benefits to substantially all of the U.S.-based employees participating in the Company’s defined benefit retirement plan by shifting them to the Company’s defined contribution plan.

The following tables summarize the activity for the restructuring and related implementation charges discussed above and the related accruals:



	Three Months Ended June 30, 2016
	Employee-Related Costs			Incremental Depreciation		Asset Impairments			Other			Total
Balance at March 31, 2016	$	83		$	—	$	—		$	135		$	218
Charges	19			—		3			37			59
Cash payments	(25		)	—		—			(31		)	(56		)
Charges against assets	(1		)	—		(3		)	—			(4		)
Foreign exchange	—			—		—			—			—
Balance at June 30, 2016	$	76		$	—	$	—		$	141		$	217



	Six Months Ended June 30, 2016
	Employee-Related Costs			Incremental Depreciation			Asset Impairments			Other			Total
Balance at December 31, 2015	$	84		$	—		$	—		$	131		$	215
Charges	34			3			3			74			114
Cash payments	(41		)	—			—			(64		)	(105		)
Charges against assets	(2		)	(3		)	(3		)	—			(8		)
Foreign exchange	1			—			—			—			1
Balance at June 30, 2016	$	76		$	—		$	—		$	141		$	217

Employee-Related Costs primarily include severance and other termination benefits and are calculated based on long-standing benefit practices, local statutory requirements and, in certain cases, voluntary termination arrangements. Employee-Related Costs also include pension and other retiree benefit enhancements amounting to $1 and $2 for the three and six months ended June 30, 2016, respectively, which are reflected as Charges against assets within Employee-Related Costs in the preceding tables as the corresponding balance sheet amounts are reflected as a reduction of pension assets or an increase in pension and other retiree benefit liabilities (see Note 10, Retirement Plans and Other Retiree Benefits).

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

Other charges consist primarily of charges resulting directly from exit activities and the implementation of new strategies as a result of the 2012 Restructuring Program. These charges for the three and six months ended June 30, 2016 include third-party incremental costs related to the development and implementation of new business and strategic initiatives of $26 and $57, respectively, and contract termination costs and charges resulting directly from exit activities of $11 and $16, respectively, directly related to the 2012 Restructuring Program. These charges were expensed as incurred. Also included in Other charges for the three and six months ended June 30, 2016 are other exit costs related to the consolidation of facilities of $0 and $1, respectively.