☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended September 30, 2017
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from________ to________ .
|
DELAWARE
|
13-1815595
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
300 Park Avenue, New York, New York
|
10022
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
☒
|
Accelerated filer
☐
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
☐
|
Emerging growth company
☐
|
Class
|
|
Shares Outstanding
|
|
Date
|
Common stock, $1.00 par value
|
|
878,105,223
|
|
September 30, 2017
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
3,974
|
|
|
$
|
3,867
|
|
|
$
|
11,562
|
|
|
$
|
11,474
|
|
Cost of sales
|
1,591
|
|
|
1,543
|
|
|
4,610
|
|
|
4,598
|
|
||||
Gross profit
|
2,383
|
|
|
2,324
|
|
|
6,952
|
|
|
6,876
|
|
||||
Selling, general and administrative expenses
|
1,429
|
|
|
1,322
|
|
|
4,124
|
|
|
3,996
|
|
||||
Other (income) expense, net
|
27
|
|
|
(69
|
)
|
|
163
|
|
|
(2
|
)
|
||||
Operating profit
|
927
|
|
|
1,071
|
|
|
2,665
|
|
|
2,882
|
|
||||
Interest (income) expense, net
|
27
|
|
|
25
|
|
|
74
|
|
|
78
|
|
||||
Income before income taxes
|
900
|
|
|
1,046
|
|
|
2,591
|
|
|
2,804
|
|
||||
Provision for income taxes
|
250
|
|
|
300
|
|
|
770
|
|
|
846
|
|
||||
Net income including noncontrolling interests
|
650
|
|
|
746
|
|
|
1,821
|
|
|
1,958
|
|
||||
Less: Net income attributable to noncontrolling interests
|
43
|
|
|
44
|
|
|
120
|
|
|
123
|
|
||||
Net income attributable to Colgate-Palmolive Company
|
$
|
607
|
|
|
$
|
702
|
|
|
$
|
1,701
|
|
|
$
|
1,835
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, basic
|
$
|
0.69
|
|
|
$
|
0.79
|
|
|
$
|
1.93
|
|
|
$
|
2.05
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, diluted
|
$
|
0.68
|
|
|
$
|
0.78
|
|
|
$
|
1.91
|
|
|
$
|
2.04
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share *
|
$
|
0.40
|
|
|
$
|
0.39
|
|
|
$
|
1.59
|
|
|
$
|
1.55
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income including noncontrolling interests
|
$
|
650
|
|
|
$
|
746
|
|
|
$
|
1,821
|
|
|
$
|
1,958
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Cumulative translation adjustments
|
64
|
|
|
—
|
|
|
294
|
|
|
83
|
|
||||
Retirement plans and other retiree benefit adjustments
|
54
|
|
|
16
|
|
|
79
|
|
|
39
|
|
||||
Gains (losses) on available-for-sale securities
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Gains (losses) on cash flow hedges
|
(3
|
)
|
|
1
|
|
|
(16
|
)
|
|
(3
|
)
|
||||
Total Other comprehensive income (loss), net of tax
|
115
|
|
|
16
|
|
|
357
|
|
|
118
|
|
||||
Total Comprehensive income including noncontrolling interests
|
765
|
|
|
762
|
|
|
2,178
|
|
|
2,076
|
|
||||
Less: Net income attributable to noncontrolling interests
|
43
|
|
|
44
|
|
|
120
|
|
|
123
|
|
||||
Less: Cumulative translation adjustments attributable to noncontrolling interests
|
2
|
|
|
2
|
|
|
11
|
|
|
(3
|
)
|
||||
Total Comprehensive income attributable to noncontrolling interests
|
45
|
|
|
46
|
|
|
131
|
|
|
120
|
|
||||
Total Comprehensive income attributable to Colgate-Palmolive Company
|
$
|
720
|
|
|
$
|
716
|
|
|
$
|
2,047
|
|
|
$
|
1,956
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,380
|
|
|
$
|
1,315
|
|
Receivables (net of allowances of $82 and $73, respectively)
|
1,530
|
|
|
1,411
|
|
||
Inventories
|
1,205
|
|
|
1,171
|
|
||
Other current assets
|
621
|
|
|
441
|
|
||
Total current assets
|
4,736
|
|
|
4,338
|
|
||
Property, plant and equipment:
|
|
|
|
|
|
||
Cost
|
8,419
|
|
|
7,942
|
|
||
Less: Accumulated depreciation
|
(4,420
|
)
|
|
(4,102
|
)
|
||
|
3,999
|
|
|
3,840
|
|
||
Goodwill
|
2,216
|
|
|
2,107
|
|
||
Other intangible assets, net
|
1,343
|
|
|
1,313
|
|
||
Deferred income taxes
|
265
|
|
|
301
|
|
||
Other assets
|
216
|
|
|
224
|
|
||
Total assets
|
$
|
12,775
|
|
|
$
|
12,123
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Notes and loans payable
|
$
|
7
|
|
|
$
|
13
|
|
Current portion of long-term debt
|
—
|
|
|
—
|
|
||
Accounts payable
|
1,164
|
|
|
1,124
|
|
||
Accrued income taxes
|
391
|
|
|
441
|
|
||
Other accruals
|
2,292
|
|
|
1,727
|
|
||
Total current liabilities
|
3,854
|
|
|
3,305
|
|
||
Long-term debt
|
6,520
|
|
|
6,520
|
|
||
Deferred income taxes
|
196
|
|
|
246
|
|
||
Other liabilities
|
1,938
|
|
|
2,035
|
|
||
Total liabilities
|
12,508
|
|
|
12,106
|
|
||
Shareholders’ Equity
|
|
|
|
|
|
||
Common stock
|
1,466
|
|
|
1,466
|
|
||
Additional paid-in capital
|
1,932
|
|
|
1,691
|
|
||
Retained earnings
|
20,207
|
|
|
19,922
|
|
||
Accumulated other comprehensive income (loss)
|
(3,834
|
)
|
|
(4,180
|
)
|
||
Unearned compensation
|
(1
|
)
|
|
(7
|
)
|
||
Treasury stock, at cost
|
(19,878
|
)
|
|
(19,135
|
)
|
||
Total Colgate-Palmolive Company shareholders’ equity
|
(108
|
)
|
|
(243
|
)
|
||
Noncontrolling interests
|
375
|
|
|
260
|
|
||
Total equity
|
267
|
|
|
17
|
|
||
Total liabilities and equity
|
$
|
12,775
|
|
|
$
|
12,123
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating Activities
|
|
|
|
||||
Net income including noncontrolling interests
|
$
|
1,821
|
|
|
$
|
1,958
|
|
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operations:
|
|
|
|
|
|
||
Depreciation and amortization
|
354
|
|
|
329
|
|
||
Restructuring and termination benefits, net of cash
|
80
|
|
|
(1
|
)
|
||
Stock-based compensation expense
|
106
|
|
|
102
|
|
||
Gain on sale of land in Mexico
|
—
|
|
|
(97
|
)
|
||
Deferred income taxes
|
(2
|
)
|
|
50
|
|
||
Voluntary benefit plan contributions
|
(81
|
)
|
|
(53
|
)
|
||
Cash effects of changes in:
|
|
|
|
||||
Receivables
|
(50
|
)
|
|
(126
|
)
|
||
Inventories
|
16
|
|
|
4
|
|
||
Accounts payable and other accruals
|
39
|
|
|
101
|
|
||
Other non-current assets and liabilities
|
12
|
|
|
50
|
|
||
Net cash provided by operations
|
2,295
|
|
|
2,317
|
|
||
Investing Activities
|
|
|
|
|
|
||
Capital expenditures
|
(382
|
)
|
|
(392
|
)
|
||
Purchases of marketable securities and investments
|
(301
|
)
|
|
(271
|
)
|
||
Proceeds from sale of marketable securities and investments
|
149
|
|
|
158
|
|
||
Proceeds from sale of land in Mexico
|
—
|
|
|
60
|
|
||
Other
|
2
|
|
|
—
|
|
||
Net cash used in investing activities
|
(532
|
)
|
|
(445
|
)
|
||
Financing Activities
|
|
|
|
|
|
||
Principal payments on debt
|
(3,551
|
)
|
|
(5,446
|
)
|
||
Proceeds from issuance of debt
|
3,478
|
|
|
5,447
|
|
||
Dividends paid
|
(1,070
|
)
|
|
(1,053
|
)
|
||
Purchases of treasury shares
|
(1,055
|
)
|
|
(913
|
)
|
||
Proceeds from exercise of stock options
|
431
|
|
|
418
|
|
||
Net cash used in financing activities
|
(1,767
|
)
|
|
(1,547
|
)
|
||
Effect of exchange rate changes on Cash and cash equivalents
|
69
|
|
|
3
|
|
||
Net increase (decrease) in Cash and cash equivalents
|
65
|
|
|
328
|
|
||
Cash and cash equivalents at beginning of the period
|
1,315
|
|
|
970
|
|
||
Cash and cash equivalents at end of the period
|
$
|
1,380
|
|
|
$
|
1,298
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||
Income taxes paid
|
$
|
820
|
|
|
$
|
696
|
|
1.
|
Basis of Presentation
|
2.
|
Use of Estimates
|
3.
|
Recent Accounting Pronouncements
|
4.
|
Restructuring and Related Implementation Charges
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of sales
|
$
|
16
|
|
|
$
|
11
|
|
|
$
|
51
|
|
|
$
|
31
|
|
Selling, general and administrative expenses
|
22
|
|
|
9
|
|
|
60
|
|
|
49
|
|
||||
Other (income) expense, net
|
20
|
|
|
22
|
|
|
135
|
|
|
76
|
|
||||
Total Global Growth and Efficiency Program charges, pretax
|
$
|
58
|
|
|
$
|
42
|
|
|
$
|
246
|
|
|
$
|
156
|
|
|
|
|
|
|
|
|
|
||||||||
Total Global Growth and Efficiency Program charges, aftertax
|
$
|
39
|
|
|
$
|
32
|
|
|
$
|
185
|
|
|
$
|
114
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Program-to-date
|
|||||||||
|
September 30,
|
|
September 30,
|
|
Accumulated Charges
|
|||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|||||
North America
|
27
|
%
|
|
30
|
%
|
|
23
|
%
|
|
32
|
%
|
|
18
|
%
|
Latin America
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
|
5
|
%
|
|
3
|
%
|
Europe
|
(11
|
)%
|
|
19
|
%
|
|
29
|
%
|
|
10
|
%
|
|
23
|
%
|
Asia Pacific
|
7
|
%
|
|
4
|
%
|
|
4
|
%
|
|
6
|
%
|
|
3
|
%
|
Africa/Eurasia
|
2
|
%
|
|
12
|
%
|
|
2
|
%
|
|
14
|
%
|
|
6
|
%
|
Hill
’
s Pet Nutrition
|
9
|
%
|
|
5
|
%
|
|
5
|
%
|
|
8
|
%
|
|
7
|
%
|
Corporate
|
64
|
%
|
|
27
|
%
|
|
34
|
%
|
|
25
|
%
|
|
40
|
%
|
|
Cumulative Charges
|
||
|
as of September 30, 2017
|
||
Employee-Related Costs
|
$
|
594
|
|
Incremental Depreciation
|
88
|
|
|
Asset Impairments
|
29
|
|
|
Other
|
763
|
|
|
Total
|
$
|
1,474
|
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
|
Employee-Related
Costs
|
|
Incremental
Depreciation
|
|
Asset
Impairments
|
|
Other
|
|
Total
|
||||||||||
Balance at June 30, 2017
|
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
254
|
|
Charges
|
|
21
|
|
|
2
|
|
|
—
|
|
|
35
|
|
|
58
|
|
|||||
Cash payments
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(58
|
)
|
|||||
Charges against assets
|
|
(15
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||
Foreign exchange
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at September 30, 2017
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
237
|
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
|
Employee-Related
Costs |
|
Incremental
Depreciation |
|
Asset
Impairments |
|
Other
|
|
Total
|
||||||||||
Balance at December 31, 2016
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
181
|
|
Charges
|
|
129
|
|
|
8
|
|
|
2
|
|
|
107
|
|
|
246
|
|
|||||
Cash payments
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
(167
|
)
|
|||||
Charges against assets
|
|
(17
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Foreign exchange
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|||||
Balance at September 30, 2017
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
237
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Raw materials and supplies
|
$
|
249
|
|
|
$
|
266
|
|
Work-in-process
|
47
|
|
|
42
|
|
||
Finished goods
|
909
|
|
|
863
|
|
||
Total Inventories
|
$
|
1,205
|
|
|
$
|
1,171
|
|
|
Colgate-Palmolive Company Shareholders’ Equity
|
|
Noncontrolling
Interests
|
||||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Unearned
Compensation
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
||||||||||||||
Balance, December 31, 2016
|
$
|
1,466
|
|
|
$
|
1,691
|
|
|
$
|
(7
|
)
|
|
$
|
(19,135
|
)
|
|
$
|
19,922
|
|
|
$
|
(4,180
|
)
|
|
$
|
260
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,701
|
|
|
|
|
120
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
346
|
|
|
11
|
|
||||||||
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,406
|
)
|
|
|
|
|
(16
|
)
|
|||||||
Stock-based compensation expense
|
|
|
|
106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shares issued for stock options
|
|
|
|
166
|
|
|
|
|
|
274
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shares issued for restricted stock units
|
|
|
(33
|
)
|
|
|
|
33
|
|
|
|
|
|
|
|
||||||||||||
Treasury stock acquired
|
|
|
|
|
|
|
|
|
|
(1,055
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Other
|
|
|
|
2
|
|
|
6
|
|
|
5
|
|
|
(10
|
)
|
|
|
|
|
|
|
|||||||
Balance, September 30, 2017
|
$
|
1,466
|
|
|
$
|
1,932
|
|
|
$
|
(1
|
)
|
|
$
|
(19,878
|
)
|
|
$
|
20,207
|
|
|
$
|
(3,834
|
)
|
|
$
|
375
|
|
|
Three Months Ended
|
||||||||||||||||||||
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||||||||
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
||||||||||
Basic EPS
|
$
|
607
|
|
|
880.7
|
|
|
$
|
0.69
|
|
|
$
|
702
|
|
|
891.9
|
|
|
$
|
0.79
|
|
Stock options and
restricted stock units
|
|
|
5.6
|
|
|
|
|
|
|
|
|
7.3
|
|
|
|
|
|||||
Diluted EPS
|
$
|
607
|
|
|
886.3
|
|
|
$
|
0.68
|
|
|
$
|
702
|
|
|
899.2
|
|
|
$
|
0.78
|
|
|
Nine Months Ended
|
||||||||||||||||||||
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||||||||
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
||||||||||
Basic EPS
|
$
|
1,701
|
|
|
883.0
|
|
|
$
|
1.93
|
|
|
$
|
1,835
|
|
|
893.2
|
|
|
$
|
2.05
|
|
Stock options and
restricted stock units
|
|
|
6.3
|
|
|
|
|
|
|
|
|
7.0
|
|
|
|
|
|||||
Diluted EPS
|
$
|
1,701
|
|
|
889.3
|
|
|
$
|
1.91
|
|
|
$
|
1,835
|
|
|
900.2
|
|
|
$
|
2.04
|
|
8.
|
Other Comprehensive Income (Loss)
|
|
|
2017
|
|
2016
|
||||||||||||
|
|
Pretax
|
|
Net of Tax
|
|
Pretax
|
|
Net of Tax
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cumulative translation adjustments
|
|
$
|
48
|
|
|
$
|
62
|
|
|
$
|
(10
|
)
|
|
$
|
(2
|
)
|
Retirement plans and other retiree benefits:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss) and prior service costs arising during the period
|
|
72
|
|
|
45
|
|
|
9
|
|
|
7
|
|
||||
Amortization of net actuarial loss, transition and prior service costs
(1)
|
|
15
|
|
|
9
|
|
|
15
|
|
|
9
|
|
||||
Retirement plans and other retiree benefits adjustments
|
|
87
|
|
|
54
|
|
|
24
|
|
|
16
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Reclassification of (gains) losses into net earnings on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Gains (losses) on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on cash flow hedges
|
|
(8
|
)
|
|
(5
|
)
|
|
1
|
|
|
—
|
|
||||
Reclassification of (gains) losses into net earnings on cash flow hedges
(2)
|
|
4
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||
Gains (losses) on cash flow hedges
|
|
(4
|
)
|
|
(3
|
)
|
|
2
|
|
|
1
|
|
||||
Total Other comprehensive income (loss)
|
|
$
|
131
|
|
|
$
|
113
|
|
|
$
|
15
|
|
|
$
|
14
|
|
|
|
2017
|
|
2016
|
||||||||||||
|
|
Pretax
|
|
Net of Tax
|
|
Pretax
|
|
Net of Tax
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cumulative translation adjustments
|
|
$
|
208
|
|
|
$
|
283
|
|
|
$
|
76
|
|
|
$
|
86
|
|
Retirement plans and other retiree benefits:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss) and prior service costs arising during the period
|
|
72
|
|
|
45
|
|
|
9
|
|
|
7
|
|
||||
Amortization of net actuarial loss, transition and prior service costs
(1)
|
|
52
|
|
|
34
|
|
|
47
|
|
|
32
|
|
||||
Retirement plans and other retiree benefits adjustments
|
|
124
|
|
|
79
|
|
|
56
|
|
|
39
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Reclassification of (gains) losses into net earnings on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Gains (losses) on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on cash flow hedges
|
|
(28
|
)
|
|
(17
|
)
|
|
(6
|
)
|
|
(4
|
)
|
||||
Reclassification of (gains) losses into net earnings on cash flow hedges
(2)
|
|
2
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Gains (losses) on cash flow hedges
|
|
(26
|
)
|
|
(16
|
)
|
|
(5
|
)
|
|
(3
|
)
|
||||
Total Other comprehensive income (loss)
|
|
$
|
306
|
|
|
$
|
346
|
|
|
$
|
126
|
|
|
$
|
121
|
|
9.
|
Retirement Plans and Other Retiree Benefits
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||||||||
|
United States
|
|
International
|
|
|
|
|
||||||||||||||||
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Interest cost
|
23
|
|
|
27
|
|
|
6
|
|
|
7
|
|
|
9
|
|
|
10
|
|
||||||
ESOP offset
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Expected return on plan assets
|
(28
|
)
|
|
(27
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of transition and prior service costs (credits)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial loss (gain)
|
12
|
|
|
10
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
3
|
|
||||||
Net periodic benefit cost
|
$
|
7
|
|
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
12
|
|
|
$
|
17
|
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||||||||
|
United States
|
|
International
|
|
|
|
|
||||||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
11
|
|
|
$
|
10
|
|
Interest cost
|
70
|
|
|
80
|
|
|
16
|
|
|
19
|
|
|
30
|
|
|
32
|
|
||||||
ESOP offset
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Expected return on plan assets
|
(83
|
)
|
|
(82
|
)
|
|
(15
|
)
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of transition and prior service costs (credits)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial loss (gain)
|
36
|
|
|
30
|
|
|
7
|
|
|
6
|
|
|
9
|
|
|
11
|
|
||||||
Net periodic benefit cost
|
$
|
24
|
|
|
$
|
29
|
|
|
$
|
19
|
|
|
$
|
20
|
|
|
$
|
49
|
|
|
$
|
52
|
|
10.
|
Income Taxes
|
11.
|
Contingencies
|
▪
|
In December 2014, the French competition law authority found that
13
consumer goods companies, including the Company’s French subsidiary, exchanged competitively sensitive information related to the French home care and personal care sectors, for which the Company’s French subsidiary was fined
$57
. In addition, as a result of the Company’s acquisition of the Sanex personal care business in 2011 from Unilever N.V. and Unilever PLC (together with Unilever N.V., “Unilever”), pursuant to a Business and Share Sale and Purchase Agreement (the “Sale and Purchase Agreement”), the French competition law authority found that the Company’s French subsidiary, along with Hillshire Brands Company (formerly Sara Lee Corporation (“Sara Lee”)), were jointly and severally liable for fines of
$25
assessed against Sara Lee’s French subsidiary. The Company is entitled to indemnification for this fine from Unilever as provided in the Sale and Purchase Agreement. The fines were confirmed by the Court of Appeal in October 2016. The Company is appealing the decision of the Court of Appeal on behalf of the Company and Sara Lee in the French Supreme Court.
|
▪
|
In July 2014, the Greek competition law authority issued a statement of objections alleging a restriction of parallel imports into Greece. The Company responded to this statement of objections. In July 2017, the Company received the decision from the Greek competition law authority in which the Company was fined
$11
(based on current exchange rates), which approximates reserves previously taken by the Company for this matter. The Company is appealing the decision to the Greek courts.
|
12.
|
Segment Information
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
795
|
|
|
$
|
800
|
|
|
$
|
2,319
|
|
|
$
|
2,393
|
|
Latin America
|
985
|
|
|
924
|
|
|
2,911
|
|
|
2,710
|
|
||||
Europe
|
642
|
|
|
609
|
|
|
1,784
|
|
|
1,803
|
|
||||
Asia Pacific
|
728
|
|
|
723
|
|
|
2,111
|
|
|
2,163
|
|
||||
Africa/Eurasia
|
251
|
|
|
250
|
|
|
738
|
|
|
720
|
|
||||
Total Oral, Personal and Home Care
|
3,401
|
|
|
3,306
|
|
|
9,863
|
|
|
9,789
|
|
||||
Pet Nutrition
|
573
|
|
|
561
|
|
|
1,699
|
|
|
1,685
|
|
||||
Total Net sales
|
$
|
3,974
|
|
|
$
|
3,867
|
|
|
$
|
11,562
|
|
|
$
|
11,474
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
|
|
|
|
|
|
|
|
|
||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
249
|
|
|
$
|
273
|
|
|
$
|
723
|
|
|
$
|
762
|
|
Latin America
|
301
|
|
|
298
|
|
|
878
|
|
|
829
|
|
||||
Europe
|
162
|
|
|
158
|
|
|
447
|
|
|
437
|
|
||||
Asia Pacific
|
220
|
|
|
230
|
|
|
644
|
|
|
668
|
|
||||
Africa/Eurasia
|
44
|
|
|
50
|
|
|
134
|
|
|
138
|
|
||||
Total Oral, Personal and Home Care
|
976
|
|
|
1,009
|
|
|
2,826
|
|
|
2,834
|
|
||||
Pet Nutrition
|
161
|
|
|
162
|
|
|
481
|
|
|
479
|
|
||||
Corporate
|
(210
|
)
|
|
(100
|
)
|
|
(642
|
)
|
|
(431
|
)
|
||||
Total Operating profit
|
$
|
927
|
|
|
$
|
1,071
|
|
|
$
|
2,665
|
|
|
$
|
2,882
|
|
13.
|
Fair Value Measurements and Financial Instruments
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
|
Account
|
|
Fair Value
|
|
Account
|
|
Fair Value
|
||||||||||||
Designated derivative instruments
|
|
9/30/17
|
|
12/31/16
|
|
|
|
9/30/17
|
|
12/31/16
|
|||||||||
Interest rate swap contracts
|
Other current assets
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Other accruals
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
Other assets
|
|
—
|
|
|
1
|
|
|
Other liabilities
|
|
2
|
|
|
—
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
9
|
|
|
29
|
|
|
Other accruals
|
|
36
|
|
|
4
|
|
||||
Foreign currency contracts
|
Other assets
|
|
—
|
|
|
5
|
|
|
Other liabilities
|
|
40
|
|
|
—
|
|
||||
Commodity contracts
|
Other current assets
|
|
—
|
|
|
—
|
|
|
Other accruals
|
|
—
|
|
|
—
|
|
||||
Total designated
|
|
|
$
|
9
|
|
|
$
|
36
|
|
|
|
|
$
|
78
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency contracts
|
Other current assets
|
|
$
|
1
|
|
|
$
|
—
|
|
|
Other accruals
|
|
$
|
1
|
|
|
$
|
—
|
|
Total not designated
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivative instruments
|
|
$
|
10
|
|
|
$
|
36
|
|
|
|
|
$
|
79
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marketable securities
|
Other current assets
|
|
$
|
186
|
|
|
$
|
23
|
|
|
|
|
|
|
|
|
|
||
Total other financial instruments
|
|
$
|
186
|
|
|
$
|
23
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Interest
Rate
Swaps
|
|
Total
|
|
Foreign
Currency
Contracts
|
|
Interest
Rate
Swaps
|
|
Total
|
||||||||||||
Notional Value at September 30,
|
$
|
1,095
|
|
|
$
|
600
|
|
|
$
|
1,695
|
|
|
$
|
239
|
|
|
$
|
1,250
|
|
|
$
|
1,489
|
|
Three months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on derivatives
|
(14
|
)
|
|
(1
|
)
|
|
(15
|
)
|
|
1
|
|
|
(6
|
)
|
|
(5
|
)
|
||||||
Gain (loss) on hedged items
|
14
|
|
|
1
|
|
|
15
|
|
|
(1
|
)
|
|
6
|
|
|
5
|
|
||||||
Nine months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on derivatives
|
(15
|
)
|
|
(3
|
)
|
|
(18
|
)
|
|
(4
|
)
|
|
3
|
|
|
(1
|
)
|
||||||
Gain (loss) on hedged items
|
15
|
|
|
3
|
|
|
18
|
|
|
4
|
|
|
(3
|
)
|
|
1
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Commodity
Contracts
|
|
Total
|
|
Foreign
Currency
Contracts
|
|
Commodity
Contracts
|
|
Total
|
||||||||||||
Notional Value at September 30,
|
$
|
724
|
|
|
$
|
1
|
|
|
$
|
725
|
|
|
$
|
690
|
|
|
$
|
8
|
|
|
$
|
698
|
|
Three months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) recognized in OCI
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
3
|
|
|
(2
|
)
|
|
1
|
|
||||||
Gain (loss) reclassified into Cost of sales
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Nine months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) recognized in OCI
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Gain (loss) reclassified into Cost of sales
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Foreign
Currency
Debt
|
|
Total
|
|
Foreign
Currency
Contracts
|
|
Foreign
Currency
Debt
|
|
Total
|
||||||||||||
Notional Value at September 30,
|
$
|
749
|
|
|
$
|
590
|
|
|
$
|
1,339
|
|
|
$
|
917
|
|
|
$
|
1,190
|
|
|
$
|
2,107
|
|
Three months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on instruments
|
(23
|
)
|
|
(22
|
)
|
|
(45
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|
(17
|
)
|
||||||
Gain (loss) on hedged items
|
22
|
|
|
22
|
|
|
44
|
|
|
4
|
|
|
13
|
|
|
17
|
|
||||||
Nine months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on instruments
|
(69
|
)
|
|
(115
|
)
|
|
(184
|
)
|
|
(20
|
)
|
|
(36
|
)
|
|
(56
|
)
|
||||||
Gain (loss) on hedged items
|
69
|
|
|
115
|
|
|
184
|
|
|
20
|
|
|
36
|
|
|
56
|
|
|
|
2017
|
|
2016
|
||||
|
|
Foreign Currency Contracts
|
|
Foreign Currency Contracts
|
||||
Notional Value at September 30,
|
|
$
|
42
|
|
|
$
|
6
|
|
Three months ended September 30,
|
|
|
|
|
|
|||
Gain (loss) on instruments
|
|
—
|
|
|
—
|
|
||
Gain (loss) on hedged items
|
|
—
|
|
|
—
|
|
||
Nine months ended September 30,
|
|
|
|
|
|
|||
Gain (loss) on instruments
|
|
—
|
|
|
5
|
|
||
Gain (loss) on hedged items
|
|
—
|
|
|
(5
|
)
|
▪
|
Expanding Commercial Hubs
|
▪
|
Extending Shared Business Services and Streamlining Global Functions
|
▪
|
Optimizing Global Supply Chain and Facilities
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Gross profit, GAAP
|
|
$
|
2,383
|
|
|
$
|
2,324
|
|
Global Growth and Efficiency Program
|
|
16
|
|
|
11
|
|
||
Gross profit, non-GAAP
|
|
$
|
2,399
|
|
|
$
|
2,335
|
|
|
|
Three Months Ended September 30,
|
|||||||
|
|
2017
|
|
2016
|
|
Basis Point Change
|
|||
Gross profit margin, GAAP
|
|
60.0
|
%
|
|
60.1
|
%
|
|
(10
|
)
|
Global Growth and Efficiency Program
|
|
0.4
|
|
|
0.3
|
|
|
|
|
Gross profit margin, non-GAAP
|
|
60.4
|
%
|
|
60.4
|
%
|
|
—
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Selling, general and administrative expenses, GAAP
|
|
$
|
1,429
|
|
|
$
|
1,322
|
|
Global Growth and Efficiency Program
|
|
(22
|
)
|
|
(9
|
)
|
||
Selling, general and administrative expenses, non-GAAP
|
|
$
|
1,407
|
|
|
$
|
1,313
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
|
Basis Point Change
|
||
Selling, general and administrative expenses as a percentage of Net sales, GAAP
|
|
36.0
|
%
|
|
34.2
|
%
|
|
180
|
Global Growth and Efficiency Program
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
|
Selling, general and administrative expenses as a percentage of Net sales, non-GAAP
|
|
35.4
|
%
|
|
34.0
|
%
|
|
140
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Other (income) expense, net, GAAP
|
|
$
|
27
|
|
|
$
|
(69
|
)
|
Global Growth and Efficiency Program
|
|
(20
|
)
|
|
(22
|
)
|
||
Gain on sale of land in Mexico
|
|
—
|
|
|
97
|
|
||
Charge for a previously disclosed litigation matter
|
|
—
|
|
|
(6
|
)
|
||
Other (income) expense, net, non-GAAP
|
|
$
|
7
|
|
|
$
|
—
|
|
|
|
Three Months Ended September 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
Operating profit, GAAP
|
|
$
|
927
|
|
|
$
|
1,071
|
|
|
(13
|
)%
|
Global Growth and Efficiency Program
|
|
58
|
|
|
42
|
|
|
|
|||
Gain on sale of land in Mexico
|
|
—
|
|
|
(97
|
)
|
|
|
|||
Charge for a previously disclosed litigation matter
|
|
—
|
|
|
6
|
|
|
|
|||
Operating profit, non-GAAP
|
|
$
|
985
|
|
|
$
|
1,022
|
|
|
(4
|
)%
|
|
|
Three Months Ended September 30,
|
|||||||
|
|
2017
|
|
2016
|
|
Basis Point Change
|
|||
Operating profit margin, GAAP
|
|
23.3
|
%
|
|
27.7
|
%
|
|
(440
|
)
|
Global Growth and Efficiency Program
|
|
1.5
|
|
|
1.1
|
|
|
|
|
Gain on sale of land in Mexico
|
|
—
|
|
|
(2.5
|
)
|
|
|
|
Charge for a previously disclosed litigation matter
|
|
—
|
|
|
0.1
|
|
|
|
|
Operating profit margin, non-GAAP
|
|
24.8
|
%
|
|
26.4
|
%
|
|
(160
|
)
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
Income Before Income Taxes
|
|
Provision For Income Taxes
(1)
|
|
Net Income Including Noncontrolling Interests
|
|
Net Income Attributable To Colgate-Palmolive Company
|
|
Diluted Earnings Per Share
(2)
|
||||||||||
As Reported GAAP
|
$
|
900
|
|
|
$
|
250
|
|
|
$
|
650
|
|
|
$
|
607
|
|
|
$
|
0.68
|
|
Global Growth and Efficiency Program
|
58
|
|
|
19
|
|
|
39
|
|
|
39
|
|
|
0.05
|
|
|||||
Non-GAAP
|
$
|
958
|
|
|
$
|
269
|
|
|
$
|
689
|
|
|
$
|
646
|
|
|
$
|
0.73
|
|
|
Three Months Ended September 30, 2016
|
||||||||||||||||||
|
Income Before Income Taxes
|
|
Provision For Income Taxes
(1)
|
|
Net Income Including Noncontrolling Interests
|
|
Net Income Attributable To Colgate-Palmolive Company
|
|
Diluted Earnings Per Share
(2)
|
||||||||||
As Reported GAAP
|
$
|
1,046
|
|
|
$
|
300
|
|
|
$
|
746
|
|
|
$
|
702
|
|
|
$
|
0.78
|
|
Global Growth and Efficiency Program
|
42
|
|
|
10
|
|
|
32
|
|
|
32
|
|
|
0.04
|
|
|||||
Gain on sale of land in Mexico
|
(97
|
)
|
|
(34
|
)
|
|
(63
|
)
|
|
(63
|
)
|
|
(0.07
|
)
|
|||||
Benefits from previously disclosed tax matters
|
—
|
|
|
22
|
|
|
(22
|
)
|
|
(22
|
)
|
|
(0.02
|
)
|
|||||
Charge for a previously disclosed litigation matter
|
6
|
|
|
2
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|||||
Non-GAAP
|
$
|
997
|
|
|
$
|
300
|
|
|
$
|
697
|
|
|
$
|
653
|
|
|
$
|
0.73
|
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Net sales
|
$
|
795
|
|
|
$
|
800
|
|
|
(0.5
|
)
|
%
|
Operating profit
|
$
|
249
|
|
|
$
|
273
|
|
|
(9
|
)
|
%
|
% of Net sales
|
31.3
|
%
|
|
34.1
|
%
|
|
(280
|
)
|
bps
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Net sales
|
$
|
985
|
|
|
$
|
924
|
|
|
6.5
|
|
%
|
Operating profit
|
$
|
301
|
|
|
$
|
298
|
|
|
1
|
|
%
|
% of Net sales
|
30.6
|
%
|
|
32.3
|
%
|
|
(170
|
)
|
bps
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Net sales
|
$
|
642
|
|
|
$
|
609
|
|
|
5.5
|
|
%
|
Operating profit
|
$
|
162
|
|
|
$
|
158
|
|
|
3
|
|
%
|
% of Net sales
|
25.2
|
%
|
|
25.9
|
%
|
|
(70
|
)
|
bps
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Net sales
|
$
|
728
|
|
|
$
|
723
|
|
|
0.5
|
|
%
|
Operating profit
|
$
|
220
|
|
|
$
|
230
|
|
|
(4
|
)
|
%
|
% of Net sales
|
30.2
|
%
|
|
31.8
|
%
|
|
(160
|
)
|
bps
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Net sales
|
$
|
251
|
|
|
$
|
250
|
|
|
0.5
|
|
%
|
Operating profit
|
$
|
44
|
|
|
$
|
50
|
|
|
(12
|
)
|
%
|
% of Net sales
|
17.5
|
%
|
|
20.0
|
%
|
|
(250
|
)
|
bps
|
|
Three Months Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Net sales
|
$
|
573
|
|
|
$
|
561
|
|
|
2.0
|
|
%
|
Operating profit
|
$
|
161
|
|
|
$
|
162
|
|
|
(1
|
)
|
%
|
% of Net sales
|
28.1
|
%
|
|
28.9
|
%
|
|
(80
|
)
|
bps
|
|
Three Months Ended September 30,
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|||||
Operating profit (loss)
|
$
|
(210
|
)
|
|
$
|
(100
|
)
|
|
110
|
%
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Net sales
|
|
|
|
||||
Oral, Personal and Home Care
|
|
|
|
||||
North America
|
$
|
2,319
|
|
|
$
|
2,393
|
|
Latin America
|
2,911
|
|
|
2,710
|
|
||
Europe
|
1,784
|
|
|
1,803
|
|
||
Asia Pacific
|
2,111
|
|
|
2,163
|
|
||
Africa/Eurasia
|
738
|
|
|
720
|
|
||
Total Oral, Personal and Home Care
|
9,863
|
|
|
9,789
|
|
||
Pet Nutrition
|
1,699
|
|
|
1,685
|
|
||
Total Net sales
|
$
|
11,562
|
|
|
$
|
11,474
|
|
|
|
|
|
||||
Operating profit
|
|
|
|
|
|
||
Oral, Personal and Home Care
|
|
|
|
|
|
||
North America
|
$
|
723
|
|
|
$
|
762
|
|
Latin America
|
878
|
|
|
829
|
|
||
Europe
|
447
|
|
|
437
|
|
||
Asia Pacific
|
644
|
|
|
668
|
|
||
Africa/Eurasia
|
134
|
|
|
138
|
|
||
Total Oral, Personal and Home Care
|
2,826
|
|
|
2,834
|
|
||
Pet Nutrition
|
481
|
|
|
479
|
|
||
Corporate
|
(642
|
)
|
|
(431
|
)
|
||
Total Operating profit
|
$
|
2,665
|
|
|
$
|
2,882
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Gross profit, GAAP
|
|
$
|
6,952
|
|
|
$
|
6,876
|
|
Global Growth and Efficiency Program
|
|
51
|
|
|
31
|
|
||
Gross profit, non-GAAP
|
|
$
|
7,003
|
|
|
$
|
6,907
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
|
Basis Point Change
|
||
Gross profit margin, GAAP
|
|
60.1
|
%
|
|
59.9
|
%
|
|
20
|
Global Growth and Efficiency Program
|
|
0.5
|
|
|
0.3
|
|
|
|
Gross profit margin, non-GAAP
|
|
60.6
|
%
|
|
60.2
|
%
|
|
40
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Selling, general and administrative expenses, GAAP
|
|
$
|
4,124
|
|
|
$
|
3,996
|
|
Global Growth and Efficiency Program
|
|
(60
|
)
|
|
(49
|
)
|
||
Selling, general and administrative expenses, non-GAAP
|
|
$
|
4,064
|
|
|
$
|
3,947
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
|
Basis Point Change
|
||
Selling, general and administrative expenses as a percentage of Net sales, GAAP
|
|
35.7
|
%
|
|
34.8
|
%
|
|
90
|
Global Growth and Efficiency Program
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
|
Selling, general and administrative expenses as a percentage of Net sales, non- GAAP
|
|
35.1
|
%
|
|
34.4
|
%
|
|
70
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Other (income) expense, net, GAAP
|
|
$
|
163
|
|
|
$
|
(2
|
)
|
Global Growth and Efficiency Program
|
|
(135
|
)
|
|
(76
|
)
|
||
Gain on sale of land in Mexico
|
|
—
|
|
|
97
|
|
||
Charge for a previously disclosed litigation matter
|
|
—
|
|
|
(6
|
)
|
||
Other (income) expense, net, non-GAAP
|
|
$
|
28
|
|
|
$
|
13
|
|
|
|
Nine Months Ended September 30,
|
|||||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
Operating profit, GAAP
|
|
$
|
2,665
|
|
|
$
|
2,882
|
|
|
(8
|
)%
|
Global Growth and Efficiency Program
|
|
246
|
|
|
156
|
|
|
|
|||
Gain on sale of land in Mexico
|
|
—
|
|
|
(97
|
)
|
|
|
|||
Charge for a previously disclosed litigation matter
|
|
—
|
|
|
6
|
|
|
|
|||
Operating profit, non-GAAP
|
|
$
|
2,911
|
|
|
$
|
2,947
|
|
|
(1
|
)%
|
|
|
Nine Months Ended September 30,
|
|||||||
|
|
2017
|
|
2016
|
|
Basis Point Change
|
|||
Operating profit margin, GAAP
|
|
23.0
|
%
|
|
25.1
|
%
|
|
(210
|
)
|
Global Growth and Efficiency Program
|
|
2.2
|
|
|
1.4
|
|
|
|
|
Gain on sale of land in Mexico
|
|
—
|
|
|
(0.8
|
)
|
|
|
|
Charge for a previously disclosed litigation matter
|
|
—
|
|
|
—
|
|
|
|
|
Operating profit margin, non-GAAP
|
|
25.2
|
%
|
|
25.7
|
%
|
|
(50
|
)
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
Income Before Income Taxes
|
|
Provision For Income Taxes
(1)
|
|
Effective Income Tax Rate
(2)
|
|
Income Before Income Taxes
|
|
Provision For Income Taxes
(1)
|
|
Effective Income Tax Rate
(2)
|
||||||||||
As Reported GAAP
|
|
$
|
900
|
|
|
$
|
250
|
|
|
27.8
|
%
|
|
$
|
1,046
|
|
|
$
|
300
|
|
|
28.7
|
%
|
Global Growth and Efficiency Program
|
|
58
|
|
|
19
|
|
|
0.3
|
|
|
42
|
|
|
10
|
|
|
(0.2
|
)
|
||||
Gain on sale of land in Mexico
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
(34
|
)
|
|
(0.6
|
)
|
||||
Benefits from previously disclosed tax matters
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
2.2
|
|
||||
Charge for a previously disclosed litigation matter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
2
|
|
|
—
|
|
||||
Non-GAAP
|
|
$
|
958
|
|
|
$
|
269
|
|
|
28.1
|
%
|
|
$
|
997
|
|
|
$
|
300
|
|
|
30.1
|
%
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
Income Before Income Taxes
|
|
Provision For Income Taxes
(1)
|
|
Effective Income Tax Rate
(2)
|
|
Income Before Income Taxes
|
|
Provision For Income Taxes
(1)
|
|
Effective Income Tax Rate
(2)
|
||||||||||
As Reported GAAP
|
|
$
|
2,591
|
|
|
$
|
770
|
|
|
29.7
|
%
|
|
$
|
2,804
|
|
|
$
|
846
|
|
|
30.2
|
%
|
Global Growth and Efficiency Program
|
|
246
|
|
|
61
|
|
|
(0.4
|
)
|
|
156
|
|
|
41
|
|
|
(0.2
|
)
|
||||
Gain on sale of land in Mexico
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
(34
|
)
|
|
(0.2
|
)
|
||||
Benefits from previously disclosed tax matters
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
1.2
|
|
||||
Charge for a previously disclosed litigation matter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
2
|
|
|
—
|
|
||||
Non-GAAP
|
|
$
|
2,837
|
|
|
$
|
831
|
|
|
29.3
|
%
|
|
$
|
2,869
|
|
|
$
|
890
|
|
|
31.0
|
%
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
Income Before Income Taxes
|
|
Provision For Income
Taxes
(1)
|
|
Net Income Including Noncontrolling Interests
|
|
Net Income Attributable To Colgate-Palmolive Company
|
|
Diluted Earnings Per Share
(2)
|
||||||||||
As Reported GAAP
|
$
|
2,591
|
|
|
$
|
770
|
|
|
$
|
1,821
|
|
|
$
|
1,701
|
|
|
$
|
1.91
|
|
Global Growth and Efficiency Program
|
246
|
|
|
61
|
|
|
185
|
|
|
185
|
|
|
0.21
|
|
|||||
Non-GAAP
|
$
|
2,837
|
|
|
$
|
831
|
|
|
$
|
2,006
|
|
|
$
|
1,886
|
|
|
$
|
2.12
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||||||
|
Income Before Income Taxes
|
|
Provision For Income Taxes
(1)
|
|
Net Income Including Noncontrolling Interests
|
|
Less: Income Attributable To Noncontrolling Interests
|
|
Net Income Attributable To Colgate-Palmolive Company
|
|
Diluted Earnings Per Share
(2)
|
||||||||||||
As Reported GAAP
|
$
|
2,804
|
|
|
$
|
846
|
|
|
$
|
1,958
|
|
|
$
|
123
|
|
|
$
|
1,835
|
|
|
$
|
2.04
|
|
Global Growth and Efficiency Program
|
156
|
|
|
41
|
|
|
115
|
|
|
1
|
|
|
114
|
|
|
0.13
|
|
||||||
Gain on sale of land in Mexico
|
(97
|
)
|
|
(34
|
)
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
|
(0.07
|
)
|
||||||
Benefits from previously disclosed tax matters
|
—
|
|
|
35
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|
(0.04
|
)
|
||||||
Charge for a previously disclosed litigation matter
|
6
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||
Non-GAAP
|
$
|
2,869
|
|
|
$
|
890
|
|
|
$
|
1,979
|
|
|
$
|
124
|
|
|
$
|
1,855
|
|
|
$
|
2.06
|
|
▪
|
Becoming even stronger on the ground through the continued evolution and expansion of proven global and regional commercial capabilities, which have already been successfully implemented in a number of the Company
’
s operations around the world.
|
▪
|
Simplifying and standardizing how work gets done by increasing technology-enabled collaboration and taking advantage of global data and analytic capabilities, leading to smarter and faster decisions.
|
▪
|
Reducing structural costs to continue to increase the Company
’
s gross and operating profit.
|
▪
|
Building on Colgate
’
s current position of strength to enhance its leading market share positions worldwide and ensure sustained sales and earnings growth.
|
▪
|
Expanding Commercial Hubs – Building on the success of the hub structure implemented around the world, streamlining operations in order to drive smarter and faster decision-making, strengthen capabilities available on the ground and improve cost structure.
|
▪
|
Extending Shared Business Services and Streamlining Global Functions – Optimizing the Company
’
s shared service organizational model in all regions of the world and continuing to streamline global functions to improve cost structure.
|
▪
|
Optimizing Global Supply Chain and Facilities – Continuing to optimize manufacturing efficiencies, global warehouse networks and office locations for greater efficiency, lower cost and speed to bring innovation to market.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of sales
|
$
|
16
|
|
|
$
|
11
|
|
|
$
|
51
|
|
|
$
|
31
|
|
Selling, general and administrative expenses
|
22
|
|
|
9
|
|
|
60
|
|
|
49
|
|
||||
Other (income) expense, net
|
20
|
|
|
22
|
|
|
135
|
|
|
76
|
|
||||
Total Global Growth and Efficiency Program charges, pretax
|
$
|
58
|
|
|
$
|
42
|
|
|
$
|
246
|
|
|
$
|
156
|
|
|
|
|
|
|
|
|
|
||||||||
Total Global Growth and Efficiency Program charges, aftertax
|
$
|
39
|
|
|
$
|
32
|
|
|
$
|
185
|
|
|
$
|
114
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Program-to-date
|
|||||||||
|
September 30,
|
|
September 30,
|
|
Accumulated Charges
|
|||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|||||
North America
|
27
|
%
|
|
30
|
%
|
|
23
|
%
|
|
32
|
%
|
|
18
|
%
|
Latin America
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
|
5
|
%
|
|
3
|
%
|
Europe
|
(11
|
)%
|
|
19
|
%
|
|
29
|
%
|
|
10
|
%
|
|
23
|
%
|
Asia Pacific
|
7
|
%
|
|
4
|
%
|
|
4
|
%
|
|
6
|
%
|
|
3
|
%
|
Africa/Eurasia
|
2
|
%
|
|
12
|
%
|
|
2
|
%
|
|
14
|
%
|
|
6
|
%
|
Hill
’
s Pet Nutrition
|
9
|
%
|
|
5
|
%
|
|
5
|
%
|
|
8
|
%
|
|
7
|
%
|
Corporate
|
64
|
%
|
|
27
|
%
|
|
34
|
%
|
|
25
|
%
|
|
40
|
%
|
|
Cumulative Charges
|
||
|
as of September 30, 2017
|
||
Employee-Related Costs
|
$
|
594
|
|
Incremental Depreciation
|
88
|
|
|
Asset Impairments
|
29
|
|
|
Other
|
763
|
|
|
Total
|
$
|
1,474
|
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
|
Employee-Related
Costs
|
|
Incremental
Depreciation
|
|
Asset
Impairments
|
|
Other
|
|
Total
|
||||||||||
Balance at June 30, 2017
|
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
254
|
|
Charges
|
|
21
|
|
|
2
|
|
|
—
|
|
|
35
|
|
|
58
|
|
|||||
Cash payments
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(58
|
)
|
|||||
Charges against assets
|
|
(15
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||
Foreign exchange
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at September 30, 2017
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
237
|
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
|
Employee-Related
Costs
|
|
Incremental
Depreciation
|
|
Asset
Impairments
|
|
Other
|
|
Total
|
||||||||||
Balance at December 31, 2016
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
181
|
|
Charges
|
|
129
|
|
|
8
|
|
|
2
|
|
|
107
|
|
|
246
|
|
|||||
Cash payments
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
(167
|
)
|
|||||
Charges against assets
|
|
(17
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Foreign exchange
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|||||
Balance at September 30, 2017
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
237
|
|
Three Months Ended September 30, 2017
|
Net Sales Growth
(GAAP)
|
Foreign
Exchange
Impact
|
Acquisitions and Divestments
Impact
|
Organic
Sales Growth
(Non-GAAP)
|
Oral, Personal and Home Care
|
|
|
|
|
North America
|
(0.5)%
|
0.5%
|
—%
|
(1.0)%
|
Latin America
|
6.5%
|
1.0%
|
—%
|
5.5%
|
Europe
|
5.5%
|
4.5%
|
—%
|
1.0%
|
Asia Pacific
|
0.5%
|
0.5%
|
—%
|
0.0%
|
Africa/Eurasia
|
0.5%
|
2.5%
|
—%
|
(2.0)%
|
Total Oral, Personal and Home Care
|
3.0%
|
1.5%
|
—%
|
1.5%
|
Pet Nutrition
|
2.0%
|
1.0%
|
—%
|
1.0%
|
Total Company
|
3.0%
|
1.5%
|
—%
|
1.5%
|
Nine Months Ended September 30, 2017
|
Net Sales Growth
(GAAP)
|
Foreign
Exchange
Impact
|
Acquisitions and Divestments
Impact
|
Organic
Sales Growth
(Non-GAAP)
|
Oral, Personal and Home Care
|
|
|
|
|
North America
|
(3.0)%
|
—%
|
—%
|
(3.0)%
|
Latin America
|
7.5%
|
1.0%
|
—%
|
6.5%
|
Europe
|
(1.0)%
|
(1.0)%
|
—%
|
0.0%
|
Asia Pacific
|
(2.5)%
|
(1.0)%
|
—%
|
(1.5)%
|
Africa/Eurasia
|
2.5%
|
4.0%
|
—%
|
(1.5)%
|
Total Oral, Personal and Home Care
|
1.0%
|
0.5%
|
—%
|
0.5%
|
Pet Nutrition
|
1.0%
|
0.5%
|
—%
|
0.5%
|
Total Company
|
1.0%
|
0.5%
|
—%
|
0.5%
|
Month
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
(3)
(in millions)
|
||||||
July 1 through 31, 2017
|
|
864,006
|
|
|
$
|
72.63
|
|
|
810,000
|
|
|
$
|
1,717
|
|
August 1 through 31, 2017
|
|
2,660,807
|
|
|
$
|
71.52
|
|
|
2,491,000
|
|
|
$
|
1,539
|
|
September 1 through 30, 2017
|
|
1,821,723
|
|
|
$
|
72.10
|
|
|
1,756,859
|
|
|
$
|
1,412
|
|
Total
|
|
5,346,536
|
|
|
$
|
71.90
|
|
|
5,057,859
|
|
|
|
|
(1)
|
Includes share repurchases under the 2015 Program and those associated with certain employee elections under the Company’s compensation and benefit programs.
|
(2)
|
The difference between the total number of shares purchased and the total number of shares purchased as part of publicly announced plans or programs is
288,677
shares, which represents shares deemed surrendered to the Company to satisfy certain employee elections under the Company’s compensation and benefit programs.
|
(3)
|
Includes approximate dollar value of shares that were available to be purchased under the publicly announced plans or programs that were in effect as of
September 30, 2017
.
|
Exhibit No.
|
|
Description
|
10-A
|
|
|
|
|
|
10-B
|
|
|
|
|
|
12
|
|
|
|
|
|
31-A
|
|
|
|
|
|
31-B
|
|
|
|
|
|
32
|
|
|
|
|
|
101
|
|
The following materials from Colgate-Palmolive Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements.
|
|
COLGATE-PALMOLIVE COMPANY
|
|
(Registrant)
|
|
|
|
Principal Executive Officer:
|
|
|
October 27, 2017
|
/s/ Ian Cook
|
|
Ian Cook
|
|
Chairman of the Board, President and
Chief Executive Officer
|
|
|
|
Principal Financial Officer:
|
|
|
October 27, 2017
|
/s/ Dennis J. Hickey
|
|
Dennis J. Hickey
|
|
Chief Financial Officer
|
|
|
|
Principal Accounting Officer:
|
|
|
October 27, 2017
|
/s/ Henning I. Jakobsen
|
|
Henning I. Jakobsen
|
|
Vice President and Corporate Controller
|
Section 1.1
|
Name of Plan.
The name of this Plan is the “Supplemental Salaried Employees’ Retirement Plan”.
|
Section 1.3
|
ERISA and Code Status.
This Plan is intended to be an unfunded plan for the benefit of a select group of management or highly compensated employees exempt from parts 2, 3 and 4 of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). With respect to the portion of the Plan which provides benefits in excess of the limitations imposed by section 415
|
Section 2.1
|
“Actuarial Equivalent” ” shall mean equality in value of the aggregate benefits expected to be received under different forms of payment. For those Members whose benefit under the Base Plan is not calculated under Appendices B, C, or D of the Base Plan, the underlying actuarial assumptions used as a basis for these calculations are those which are stated in the Base Plan. For those Members whose benefit under the Base Plan is calculated under Appendices B, C, or D of the Base Plan, the underlying actuarial assumptions used for calculating lump sums and the reduction under Section 3.7 are those in effect under the Base Plan prior to January 1, 2000. For all other purposes, the assumptions currently in effect under the Base Plan shall be used.
|
Section 2.2
|
“Additional EICP Benefit” ” shall mean a benefit payable for the life of the surviving spouse of any Member Eligible for the Additional EICP Benefit that is equal to 25% of the retirement benefit that would have been payable to such Member under the Base Plan at Normal Retirement Age or, if later, on the Member’s Benefit Commencement Date, if such benefit had been paid in the form of a life annuity and if the limitations of Code sections 401(a)(17) and 415 were not taken into account in calculating the benefit; provided, however, that in any
|
Section 2.4
|
“Benefit Commencement Date” shall mean the first day of the month as of which a Member’s benefit is paid as an annuity or in any other form under this Plan.
|
Section 2.5
|
“Determination Date” shall mean the date as of which benefits commence under the Base Plan.
|
Section 2.6
|
“Eligible Employee” shall mean an “Eligible Employee,” as defined in the Base Plan, who is entitled to a retirement benefit under the Base Plan which is limited by Code sections 401(a)(17) and/or 415, and/or any other Employee who satisfies each of the requirements of Section 2.10.
|
Section 3.1
|
Participation.
An Eligible Employee shall become a Member under this Plan on the earlier of (i) the date his accrued benefit under the Base Plan, determined without regard to the limitations of Code Sections 401(a)(17) and 415, exceeds the Maximum Benefit, or (ii) the date he satisfies each of the requirements of Section 2.10.
|
(a)
|
In the case of any Member whose Determination Date is coincident with or immediately following his separation from service, such Member shall be entitled to a benefit under this Plan, the Actuarial Equivalent of which is equal to the difference between:
|
(c)
|
In addition to any benefit provided under Section 3.2(a) or (b), an Additional EICP Benefit shall be paid to the surviving spouse of any Member Eligible for the Additional EICP Benefit who dies on or after his Benefit Commencement Date.
|
(d)
|
The benefit amount determined under Sections 3.2(a), (b) and (c) above is subject to reduction as provided in Sections 3.6, 3.7 and 3.8. The benefit amount (after the reductions required under Sections 3.6 and 3.7 but prior to the reduction required under Section 3.8), when expressed as a straight life annuity, and then added to the benefit payable under the Base Plan, when expressed as a straight life annuity (in each case using the actuarial assumptions specified in Section 2.1 which are in effect on the Benefit Commencement Date), shall be limited to 70 percent of the Member’s salary base on the date of separation from service plus the value of the executive incentive compensation (whether or not payable in cash) awarded for services rendered in the calendar year immediately preceding the calendar year containing the separation from service date. For this purpose, executive incentive compensation includes cash and non-cash awards under the Executive Incentive Compensation Plan of the Company. Also for this purpose, restricted stock issued pursuant to the Executive Incentive Compensation Plan shall be valued at its publicly traded value on the New York Stock Exchange at the close of business on the date of grant.
|
(e)
|
The benefit amount determined under Sections 3.2(a), (b) and (c) above (after the reductions required under Sections 3.2(d), 3.6, and 3.7 but prior to the reduction required under Section 3.8) when expressed as a present value amount (in each case using the actuarial assumptions described below), and when added to the benefit determined under Section 3.2(a)(ii)
|
(a)
|
Upon the death of a Member whose Beneficiary is eligible for a Beneficiary’s benefit under the Base Plan, such Beneficiary shall be entitled to an annual benefit under this Plan equal to the difference between (i) the benefit that would have been payable to the Beneficiary under the Base Plan if the limitations of Code Sections 401(a)(17) and 415 were not taken into account in calculating the benefit; and (ii) the benefit actually payable to the Beneficiary under the Base Plan.
|
(b)
|
In addition to the benefit provided under Section 3.3(a), an Additional EICP Benefit shall be paid to the surviving spouse of any Member Eligible for the Additional EICP Benefit who dies before his Benefit Commencement Date, provided, however, that the amount of such Additional EICP Benefit shall be reduced by any “Death-In-Service Benefit” payable under the Above and Beyond Plan for so long as such benefit is payable under the Above and Beyond Plan.
|
(i)
|
A Member or Beneficiary whose benefit under the Base Plan is calculated under Appendices B, C or D of the Base Plan may request the Employee Relations Committee to approve payment of his Grandfathered Benefit in a lump sum. Such request must be made at least 90 days prior to his retirement date and will be accepted or denied in the sole discretion of the Employee Relations Committee.
|
(ii)
|
Except for Grandfathered Benefits determined under the Hill’s Plan, a Member or Beneficiary whose benefit under the Base Plan is not calculated under Appendices B, C or D may, with the Employee Relations Committee approval, receive payment of his Grandfathered Benefit in the form of a lump sum.
|
(iii)
|
In the case of a Member whose Grandfathered Benefit was determined under the Hill’s Plan, and where the Actuarial Equivalent of such Grandfathered Benefit is $20,000 or less, the Employee Relations
|
(i)
|
A Member whose benefit under the Base Plan is calculated under Appendices B, C or D of the Base Plan and who is married on the date of his separation from service shall receive payment of the Non-Grandfathered Benefit in the form of a Joint and 50%
|
(ii)
|
A Member whose benefit under the Base Plan is not calculated under Appendices B, C or D of the Base Plan shall receive payment of the Non-Grandfathered Benefit in the form of a lump sum as soon as practicable following the Member’s separation from service. Payment to the Beneficiary of such a Member who dies before his Benefit Commencement Date shall be made in the
|
(e)
|
Change of Control – Non-Grandfathered Benefit.
Upon the occurrence of a transaction which is both a “Change of Control,” as defined under Section 6.02 of the Trust Agreement, and meets the requirements of Code Section 409A(a)(2)(A)(v) and the regulations thereunder, a Member whose benefit under the Base Plan is calculated under Appendices B, C or D of the Base Plan and who terminates employment within two years of the date of such transaction shall receive payment of his Non- Grandfathered Benefit in the form of a lump sum. Payments to other Members shall be made in accordance with Section 3.4(b). The foregoing notwithstanding, in any case where the Member is a Specified Employee, payment of the Non-Grandfathered Benefit under this Section 3.4(e) shall be deferred until the earlier of (i) the date that is six months following the Member’s separation from service, or (ii) the date of the Member’s death.
|
Section 3.6
|
Reduction in Benefits for Members in Foreign Service.
A Member’s benefit under this Plan (including his Beneficiary's benefits) based upon his participation in the Plan subsequent to December 31, 1965 shall be reduced by any foreign retirement benefits which the Member has received or will receive which are
|
Section 3.7
|
Reduction in Benefits for Members Electing to Maintain Prior Plan Benefits.
For those Members who elected to make Contributions to Maintain Prior Plan Benefits pursuant to Appendix C of the Base Plan, the benefit otherwise payable under this Plan shall be reduced by an amount determined to be the benefit attributable to the contributions that would have been required of the Member under the Base Plan formula to Maintain Prior Plan Benefits for benefits in excess of the Maximum Benefit, and interest thereon calculated at a rate equal to the interest crediting rate under the Base Plan during the period that such contributions would have been required.
|
Section 3.9
|
Benefits Subject to Withholding.
The benefits payable under this Plan shall be subject to the deduction of any federal, state, or local income taxes, employment taxes or other taxes which are required to be withheld from such payments by applicable laws and regulations. Any employment taxes owed by the Member with respect to any deferral, accrual or benefit payable under this Plan which have not been satisfied under Section 3.8 may be withheld from benefits paid under this Plan or any other compensation of the Member.
|
Section 4.1
|
Employee Relations Committee.
This Plan shall be administered by the Employee Relations Committee which shall have full authority to administer and interpret this Plan, make payments and maintain records hereunder, including but not limited to the power:
|
(i)
|
to determine who are Eligible Employees for purposes of participation in the Plan;
|
(ii)
|
to interpret the terms and provisions of the Plan and to determine any and all questions arising under the Plan, including without limitation, the right to remedy possible ambiguities, inconsistencies, or omissions by a general rule or particular decision; and
|
Section 4.3
|
Delegated Responsibilities.
The Employee Relations Committee shall have the authority to delegate any of its responsibilities to such persons as it deems proper.
|
Section 4.5
|
Payments.
The Company will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto out of its general assets.
|
Section 4.7
|
Plan Unfunded.
Nothing in this Plan shall be interpreted or construed to require the Company in any manner to fund any obligation to the Members or Beneficiaries hereunder. Nothing contained in this Plan nor any action taken here under shall create, or be construed to create, a trust of any kind, or a fiduciary relationship between the Company and the Members or Beneficiaries. Any funds which may be accumulated in order to meet any obligation under this Plan shall for all purposes continue to be a part of the general assets of the Company. To the extent that any Member or Beneficiary acquires a right to receive payments from the Company under this Plan, such rights shall be no greater than the rights of any unsecured general creditor of the Company.
|
Section 4.9
|
No Employment Rights Conferred.
The establishment of the Plan shall not be construed as conferring any rights upon any Eligible Employee for continuation of employment, nor shall it be construed as limiting in any way the right of the Company
|
Section 4.10
|
Plan to Comply with Code Section 409A.
Notwithstanding any provision to the contrary in this Plan, each provision in this Plan shall be interpreted to permit the deferral of compensation in accordance with Code section 409A and any provision that would conflict with such requirements shall not be valid or enforceable.
|
(i)
|
Determination Date Prior to January 1, 2006.
Payment of benefits under this Plan to a Member or Beneficiary whose Determination Date is prior to January 1, 2006 shall commence on the Determination Date and, except as provided in this Section 3.4(c)(i), shall be payable in the same form as the benefit payable under the Base Plan.
|
(A)
|
A Member whose benefit is calculated under Appendices B, C or D of the Base Plan and whose Determination Date is on or before July 27, 2005 may request the Employee Relations Committee to approve payment of his Grandfathered Benefit in a lump sum. Such request must be made at least ninety (90) days prior to his retirement date and will be accepted or denied in the sole discretion of the Employee Relations Committee. In the event a lump sum payment request is approved, the amount of the payment shall be determined based upon the actuarial assumptions specified in Section 2.1 which are in effect on the Benefit Commencement Date.
|
(B)
|
A Member whose benefit is calculated under Appendices B, C or D of the Base Plan and whose Determination Date is on or after July 27, 2005 and before January 1, 2006 may request the Employee Relations Committee to approve payment of his entire benefit in a lump sum. Such request must be made at least 90 days prior to his retirement date and will be accepted or denied in the sole discretion of the Employee Relations Committee. In the event a lump sum payment request is approved, the amount of the payment shall be determined based upon the actuarial assumptions specified in Section 2.1 which are in effect on the Benefit Commencement Date. The approval of any such request shall be deemed a cancellation of amounts deferred under the Plan during 2005 pursuant to Q&A-20(a) of IRS Notice 2005-1.
|
(C)
|
Any other Member whose benefit under the Base Plan is payable in the form of a lump sum may, with the
|
(I)
|
A Member or Beneficiary whose benefit under the Base Plan is calculated under Appendices B, C or D of the Base Plan may request the Employee Relations Committee to approve payment of his Grandfathered Benefit in a lump sum. Such request must be made at least 90 days prior to his retirement date and will be accepted or denied in the sole discretion of the Employee Relations Committee.
|
(II)
|
A Member or Beneficiary whose benefit under the Base Plan is not calculated under Appendices B, C or D may, with the Employee Relations Committee approval, receive payment of his Grandfathered Benefit in the form of a lump sum.
|
(B)
|
Non-Grandfathered Benefit.
Except as otherwise provided herein,
|
(I)
|
a Member whose benefit under the Base Plan is calculated under Appendices B, C or D of the Base Plan and who is married on the date of his separation from service shall receive payment of the Non-Grandfathered Benefit in the form of a Joint and 50% Survivor Annuity, commencing as soon as practicable following the Member’s separation from service. If such Member is not married on the date of his separation from service, payment of the Non- Grandfathered Benefit shall be made in the form of
|
(II)
|
A Member or Beneficiary whose benefit under the Base Plan is not calculated under Appendices B, C or D of the Base Plan shall receive payment of the Non-Grandfathered Benefit in the form of a lump sum as soon as practicable following the Member’s separation from service. Payment to a Beneficiary shall be made in the form of a lump sum as soon as practicable following the Member’s death.
|
(iii)
|
Members under the Hill’s Plan.
Sections 3.4(a) and (b) shall govern the time and form of payment for benefits earned under the Hill’s Plan.
|
1.
|
Section 2.6 of the Supplemental S&I Plan is hereby amended in its entirety to read as follows:
|
|
Nine Months Ended
September 30, 2017
|
||
Earnings:
|
|
||
Income before income taxes
|
$
|
2,591
|
|
Add:
|
|
||
Fixed charges
|
166
|
|
|
Less:
|
|
||
Income from equity investees
|
(8
|
)
|
|
Capitalized interest
|
(2
|
)
|
|
Income as adjusted
|
$
|
2,747
|
|
Fixed Charges:
|
|
||
Interest on indebtedness and amortization of debt expense and discount or premium
|
$
|
113
|
|
Rents of one-third representative of interest factor
|
51
|
|
|
Capitalized interest
|
2
|
|
|
Total fixed charges
|
$
|
166
|
|
Ratio of earnings to fixed charges
|
16.5
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Colgate-Palmolive Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Ian Cook
|
Ian Cook
|
Chairman of the Board, President and
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Colgate-Palmolive Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Dennis J. Hickey
|
Dennis J. Hickey
|
Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2017
(the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Colgate-Palmolive Company.
|
/s/ Ian Cook
|
Ian Cook
|
Chairman of the Board, President and
|
Chief Executive Officer
|
|
/s/ Dennis J. Hickey
|
Dennis J. Hickey
|
Chief Financial Officer
|