|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $1.00 par value
|
CL
|
New York Stock Exchange
|
0.000% Notes due 2021
|
CL21A
|
New York Stock Exchange
|
0.500% Notes due 2026
|
CL26
|
New York Stock Exchange
|
1.375% Notes due 2034
|
CL34
|
New York Stock Exchange
|
0.875% Notes due 2039
|
CL39
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
Documents
|
Form 10-K Reference
|
Portions of Proxy Statement for the 2020 Annual Meeting of Stockholders
|
Part III, Items 10 through 14
|
Part I
|
|
Page
|
|
|
|
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
Part II
|
|
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
|
|
|
Part III
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
|
|
|
Part IV
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Item 16.
|
Form 10-K Summary
|
|
|
|
|
Signatures
|
Name
|
|
Age
|
|
Date First Elected Officer
|
|
Present Title
|
Ian Cook
|
|
67
|
|
1996
|
|
Executive Chairman
|
Noel R. Wallace
|
|
55
|
|
2009
|
|
President and Chief Executive Officer
|
Henning I. Jakobsen
|
|
59
|
|
2017
|
|
Chief Financial Officer
|
John J. Huston
|
|
65
|
|
2002
|
|
Senior Vice President, Chief of Staff
|
Daniel B. Marsili
|
|
59
|
|
2005
|
|
Chief Human Resources Officer
|
Patricia Verduin
|
|
60
|
|
2011
|
|
Chief Technology Officer
|
Jennifer M. Daniels
|
|
56
|
|
2014
|
|
Chief Legal Officer and Secretary
|
Philip G. Shotts
|
|
65
|
|
2018
|
|
Vice President and Controller
|
John W. Kooyman
|
|
55
|
|
2019
|
|
Chief Marketing Officer
|
Prabha Parameswaran
|
|
61
|
|
2019
|
|
Group President, Global Innovation Group and Africa-Eurasia
|
Panagiotis Tsourapas
|
|
55
|
|
2019
|
|
Group President, Latin America and Asia Pacific
|
▪
|
changes in exchange rates for foreign currencies, which may reduce the U.S. dollar value of revenues, profits and cash flows from non-U.S. markets or increase our supply costs, as measured in U.S. dollars, in those markets;
|
▪
|
exchange controls and other limits on our ability to import or export raw materials or finished product or to repatriate earnings from overseas;
|
▪
|
political or economic instability, geopolitical events, environmental events, widespread health emergencies, such as the novel coronavirus or other pandemics or epidemics, natural disasters, or social or labor unrest;
|
▪
|
changing macroeconomic conditions in our markets, including as a result of volatile commodity prices, including the price of oil;
|
▪
|
lack of well-established, reliable and/or impartial legal systems in certain countries where we operate and difficulties in enforcing contractual, intellectual property or other legal rights;
|
▪
|
foreign ownership and investment restrictions and the potential for nationalization or expropriation of property or other resources; and
|
▪
|
changes to trade policies and agreements and other foreign or domestic legal and regulatory requirements, including those resulting in potentially adverse tax consequences or the imposition of and/or the increase in onerous trade restrictions and/or tariffs, sanctions, price controls, labor laws, travel or immigration restrictions, profit controls or other government controls.
|
▪
|
identify, develop and fund technological innovations;
|
▪
|
obtain and maintain necessary intellectual property protection and avoid infringing intellectual property rights of others;
|
▪
|
obtain approvals and registrations of regulated products, including from the FDA and other regulatory bodies in the U.S. and abroad; and
|
▪
|
anticipate and quickly respond to consumer needs and preferences.
|
▪
|
environmental events;
|
▪
|
widespread health emergencies, such as the novel coronavirus or other pandemics or epidemics;
|
▪
|
strikes and other labor disputes;
|
▪
|
disruptions in logistics;
|
▪
|
loss or impairment of key manufacturing sites;
|
▪
|
loss of key suppliers or contract manufacturers;
|
▪
|
supplier capacity constraints;
|
▪
|
raw material and product quality or safety issues;
|
▪
|
industrial accidents or other occupational health and safety issues;
|
▪
|
the impact on our suppliers of tighter credit or capital markets;
|
▪
|
the lack of availability of qualified personnel, such as truck drivers;
|
▪
|
governmental incentives and controls (including import and export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers); and
|
▪
|
natural disasters, including climatic events (including any potential effect of climate change) and earthquakes, acts of war or terrorism, political unrest or uncertainty, fires or explosions and other external factors over which we have no control.
|
▪
|
communicating within our company and with other parties, including our customers and consumers;
|
▪
|
ordering and managing materials from suppliers;
|
▪
|
converting materials to finished products;
|
▪
|
receiving and processing orders from, shipping products to and invoicing our customers and consumers;
|
▪
|
marketing products to consumers;
|
▪
|
collecting, storing, transferring and/or processing customer, consumer, employee, vendor, investor and other stakeholder information and personal data, including, but not limited to, such data from residents of the European Union who are covered by the General Data Protection Regulation, which went into effect on May 25, 2018, and residents of the State of California who are covered by the California Consumer Privacy Act of 2018, which went into effect on January 1, 2020;
|
▪
|
processing transactions, including but not limited to employee payroll, employee and retiree benefits and payments to customers and vendors;
|
▪
|
hosting, processing and sharing confidential and proprietary research, intellectual property, business plans and financial information;
|
▪
|
summarizing and reporting results of operations, including financial reporting;
|
▪
|
managing our banking and other cash liquidity systems and platforms;
|
▪
|
complying with legal, regulatory and tax requirements;
|
▪
|
providing data security; and
|
▪
|
handling other processes involved in managing our business.
|
▪
|
realizing the full extent of the expected benefits or synergies as a result of a transaction, within the anticipated time frame, or at all;
|
▪
|
successfully integrating the operations, technologies, services, products and systems of the acquired brands or businesses in an effective, timely and cost-efficient manner;
|
▪
|
receiving necessary consents, clearances and approvals in connection with a transaction;
|
▪
|
diverting management’s attention from other business priorities;
|
▪
|
successfully operating in new lines of business, channels of distribution or markets;
|
▪
|
retaining key employees, partners, suppliers and customers of the acquired business;
|
▪
|
conforming standards, controls, procedures and policies of the acquired business with our own;
|
▪
|
developing or launching products with acquired technologies; and
|
▪
|
other unanticipated problems or liabilities.
|
▪
|
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 million. 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 million assessed against Sara Lee’s French subsidiary. The Company is indemnified for these fines by Unilever pursuant to the Sale and Purchase Agreement. The fines were confirmed by the Court of Appeal in October 2016. The Company appealed the decision of the Court of Appeal on behalf of the Company and Sara Lee in the French Supreme Court. In March 2019, the French Supreme Court denied the Company’s appeal.
|
▪
|
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 million. The Company appealed the decision to the Greek courts. In April 2019, the Greek courts affirmed the judgment against the Company’s Greek subsidiary, but reduced the fine to $10.5 and dismissed the case against Colgate-Palmolive Company. The Company’s Greek subsidiary has appealed the decision to the Greek Supreme Court.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
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)
|
|||||
October 1 through 31, 2019
|
|
1,174,592
|
|
|
$
|
69.14
|
|
|
1,134,000
|
|
|
3,366
|
|
November 1 through 30, 2019
|
|
609,802
|
|
|
$
|
66.60
|
|
|
608,630
|
|
|
3,325
|
|
December 1 through 31, 2019
|
|
672,010
|
|
|
$
|
67.92
|
|
|
642,039
|
|
|
3,282
|
|
Total
|
|
2,456,404
|
|
|
$
|
68.18
|
|
|
2,384,669
|
|
|
|
|
(1)
|
Includes share repurchases under the 2018 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 71,735 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 December 31, 2019.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
▪
|
Expanding Commercial Hubs
|
▪
|
Extending Shared Business Services and Streamlining Global Functions
|
▪
|
Optimizing Global Supply Chain and Facilities
|
|
|
2019
|
|
2018
|
||||
Gross profit, GAAP
|
|
$
|
9,325
|
|
|
$
|
9,231
|
|
Global Growth and Efficiency Program
|
|
8
|
|
|
31
|
|
||
Acquisition-related costs
|
|
3
|
|
|
—
|
|
||
Gross profit, non-GAAP
|
|
$
|
9,336
|
|
|
$
|
9,262
|
|
|
|
2019
|
|
2018
|
|
Basis Point Change
|
|||
Gross profit margin, GAAP
|
|
59.4
|
%
|
|
59.4
|
%
|
|
—
|
|
Global Growth and Efficiency Program
|
|
0.1
|
|
|
0.2
|
|
|
|
|
Acquisition-related costs
|
|
—
|
|
|
—
|
|
|
|
|
Gross profit margin, non-GAAP
|
|
59.5
|
%
|
|
59.6
|
%
|
|
(10
|
)
|
|
|
2019
|
|
2018
|
||||
Selling, general and administrative expenses, GAAP
|
|
$
|
5,575
|
|
|
$
|
5,389
|
|
Global Growth and Efficiency Program
|
|
(60
|
)
|
|
(33
|
)
|
||
Selling, general and administrative expenses, non-GAAP
|
|
$
|
5,515
|
|
|
$
|
5,356
|
|
|
|
2019
|
|
2018
|
|
Basis Point Change
|
||
Selling, general and administrative expenses as a percentage of Net sales, GAAP
|
|
35.5
|
%
|
|
34.7
|
%
|
|
80
|
Global Growth and Efficiency Program
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
|
Selling, general and administrative expenses as a percentage of Net sales, non-GAAP
|
|
35.1
|
%
|
|
34.5
|
%
|
|
60
|
|
|
2019
|
|
2018
|
||||
Other (income) expense, net, GAAP
|
|
$
|
196
|
|
|
$
|
148
|
|
Global Growth and Efficiency Program
|
|
(57
|
)
|
|
(88
|
)
|
||
Acquisition-related costs
|
|
(21
|
)
|
|
—
|
|
||
Value-added tax matter in Brazil
|
|
30
|
|
|
—
|
|
||
Other (income) expense, net, non-GAAP
|
|
$
|
148
|
|
|
$
|
60
|
|
|
|
2019
|
|
2018
|
||||
Amortization of intangible assets
|
|
62
|
|
|
59
|
|
||
Equity income
|
|
(9
|
)
|
|
(10
|
)
|
||
Write-off of certain investments and fixed assets
|
|
51
|
|
|
1
|
|
||
Charges for a change in go-to-market strategy in certain countries
|
|
15
|
|
|
—
|
|
||
Other, net
|
|
29
|
|
|
10
|
|
||
Total Other (income) expense, net
|
|
$
|
148
|
|
|
$
|
60
|
|
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Operating profit, GAAP
|
|
$
|
3,554
|
|
|
$
|
3,694
|
|
|
(4
|
)%
|
Global Growth and Efficiency Program
|
|
125
|
|
|
152
|
|
|
|
|||
Acquisition-related costs
|
|
24
|
|
|
—
|
|
|
|
|||
Value-added tax matter in Brazil
|
|
(30
|
)
|
|
—
|
|
|
|
|||
Operating profit, non-GAAP
|
|
$
|
3,673
|
|
|
$
|
3,846
|
|
|
(4
|
)%
|
|
|
2019
|
|
2018
|
|
Basis Point Change
|
|||
Operating profit margin, GAAP
|
|
22.6
|
%
|
|
23.8
|
%
|
|
(120
|
)
|
Global Growth and Efficiency Program
|
|
0.8
|
|
|
0.9
|
|
|
|
|
Acquisition-related costs
|
|
0.2
|
|
|
—
|
|
|
|
|
Value-added tax matter in Brazil
|
|
(0.2
|
)
|
|
—
|
|
|
|
|
Operating profit margin, non-GAAP
|
|
23.4
|
%
|
|
24.7
|
%
|
|
(130
|
)
|
|
|
2019
|
|
2018
|
||||
Non-service related postretirement costs, GAAP
|
|
$
|
108
|
|
|
$
|
87
|
|
Global Growth and Efficiency Program
|
|
(7
|
)
|
|
(9
|
)
|
||
Non-service related postretirement costs, non-GAAP
|
|
$
|
101
|
|
|
$
|
78
|
|
|
|
2019
|
|||||||||
|
|
Income Before Income Taxes
|
|
Provision For Income Taxes(1)
|
|
Effective Income Tax Rate(2)
|
|||||
As Reported GAAP
|
|
$
|
3,301
|
|
|
$
|
774
|
|
|
23.4
|
%
|
Global Growth and Efficiency Program
|
|
132
|
|
|
30
|
|
|
—
|
|
||
Acquisition-related costs
|
|
24
|
|
|
4
|
|
|
—
|
|
||
Value-added tax matter in Brazil
|
|
(30
|
)
|
|
(10
|
)
|
|
(0.1
|
)
|
||
Swiss income tax reform
|
|
—
|
|
|
29
|
|
|
0.8
|
|
||
Non-GAAP
|
|
$
|
3,427
|
|
|
$
|
827
|
|
|
24.1
|
%
|
|
|
2018
|
|||||||||
|
|
Income Before Income Taxes
|
|
Provision For Income Taxes(1)
|
|
Effective Income Tax Rate(2)
|
|||||
As Reported GAAP
|
|
$
|
3,464
|
|
|
$
|
906
|
|
|
26.2
|
%
|
Global Growth and Efficiency Program
|
|
161
|
|
|
37
|
|
|
(0.1
|
)
|
||
Benefit from a foreign tax matter
|
|
—
|
|
|
15
|
|
|
0.4
|
|
||
U.S. tax reform
|
|
—
|
|
|
(80
|
)
|
|
(2.3
|
)
|
||
Non-GAAP
|
|
$
|
3,625
|
|
|
$
|
878
|
|
|
24.2
|
%
|
(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.
|
|
2019
|
||||||||||||||||||||||
|
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
|
$
|
3,301
|
|
|
$
|
774
|
|
|
$
|
2,527
|
|
|
$
|
160
|
|
|
$
|
2,367
|
|
|
$
|
2.75
|
|
Global Growth and Efficiency Program
|
132
|
|
|
30
|
|
|
102
|
|
|
—
|
|
|
102
|
|
|
0.12
|
|
||||||
Acquisition-related costs
|
24
|
|
|
4
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
0.02
|
|
||||||
Value-added tax matter in Brazil
|
(30
|
)
|
|
(10
|
)
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|
(0.02
|
)
|
||||||
Swiss income tax reform
|
—
|
|
|
29
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|
(0.04
|
)
|
||||||
Non-GAAP
|
$
|
3,427
|
|
|
$
|
827
|
|
|
$
|
2,600
|
|
|
$
|
160
|
|
|
$
|
2,440
|
|
|
$
|
2.83
|
|
|
2018
|
||||||||||||||||||||||
|
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
|
$
|
3,464
|
|
|
$
|
906
|
|
|
$
|
2,558
|
|
|
$
|
158
|
|
|
$
|
2,400
|
|
|
$
|
2.75
|
|
Global Growth and Efficiency Program
|
161
|
|
|
37
|
|
|
124
|
|
|
(1
|
)
|
|
125
|
|
|
0.15
|
|
||||||
Benefit from a foreign tax matter
|
—
|
|
|
15
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
(0.02
|
)
|
||||||
U.S. tax reform
|
—
|
|
|
(80
|
)
|
|
80
|
|
|
—
|
|
|
80
|
|
|
0.09
|
|
||||||
Non-GAAP
|
$
|
3,625
|
|
|
$
|
878
|
|
|
$
|
2,747
|
|
|
$
|
157
|
|
|
$
|
2,590
|
|
|
$
|
2.97
|
|
(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.
|
|
2019
|
|
2018
|
|
% Change
|
||||||
Net sales
|
$
|
3,424
|
|
|
$
|
3,348
|
|
|
2.0
|
|
%
|
Operating profit
|
$
|
982
|
|
|
$
|
1,037
|
|
|
(5
|
)
|
%
|
% of Net sales
|
28.7
|
%
|
|
31.0
|
%
|
|
(230
|
)
|
bps
|
|
2019
|
|
2018
|
|
% Change
|
||||||
Net sales
|
$
|
3,606
|
|
|
$
|
3,605
|
|
|
—
|
|
%
|
Operating profit
|
$
|
963
|
|
|
$
|
995
|
|
|
(3
|
)
|
%
|
% of Net sales
|
26.7
|
%
|
|
27.6
|
%
|
|
(90
|
)
|
bps
|
|
2019
|
|
2018
|
|
% Change
|
||||||
Net sales
|
$
|
2,450
|
|
|
$
|
2,502
|
|
|
(2.0
|
)
|
%
|
Operating profit
|
$
|
624
|
|
|
$
|
634
|
|
|
(2
|
)
|
%
|
% of Net sales
|
25.5
|
%
|
|
25.3
|
%
|
|
20
|
|
bps
|
|
2019
|
|
2018
|
|
% Change
|
||||||
Net sales
|
$
|
2,707
|
|
|
$
|
2,734
|
|
|
(1.0
|
)
|
%
|
Operating profit
|
$
|
749
|
|
|
$
|
777
|
|
|
(4
|
)
|
%
|
% of Net sales
|
27.7
|
%
|
|
28.4
|
%
|
|
(70
|
)
|
bps
|
|
2019
|
|
2018
|
|
% Change
|
||||||
Net sales
|
$
|
981
|
|
|
$
|
967
|
|
|
1.5
|
|
%
|
Operating profit
|
$
|
187
|
|
|
$
|
173
|
|
|
8
|
|
%
|
% of Net sales
|
19.1
|
%
|
|
17.9
|
%
|
|
120
|
|
bps
|
|
2019
|
|
2018
|
|
% Change
|
||||||
Net sales
|
$
|
2,525
|
|
|
$
|
2,388
|
|
|
6.0
|
|
%
|
Operating profit
|
$
|
703
|
|
|
$
|
680
|
|
|
3
|
|
%
|
% of Net sales
|
27.8
|
%
|
|
28.5
|
%
|
|
(70
|
)
|
bps
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Operating profit (loss)
|
$
|
(654
|
)
|
|
$
|
(602
|
)
|
|
9
|
%
|
|
|
2019
|
|
2018
|
||||
Global Growth and Efficiency Program
|
|
$
|
(125
|
)
|
|
$
|
(152
|
)
|
Acquisition-related costs
|
|
(24
|
)
|
|
—
|
|
||
Value-added tax matter in Brazil
|
|
30
|
|
|
—
|
|
||
Corporate overhead costs and other, net
|
|
(535
|
)
|
|
(450
|
)
|
||
Total Corporate Operating profit (loss)
|
|
$
|
(654
|
)
|
|
$
|
(602
|
)
|
▪
|
Becoming even stronger on the ground through the continued evolution and expansion of proven global and regional commercial capabilities.
|
▪
|
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.
|
|
|
2019
|
|
2018
|
||||
Cost of sales
|
|
$
|
8
|
|
|
$
|
31
|
|
Selling, general and administrative expenses
|
|
60
|
|
|
33
|
|
||
Other (income) expense, net
|
|
57
|
|
|
88
|
|
||
Non-service related postretirement costs
|
|
7
|
|
|
9
|
|
||
Total Global Growth and Efficiency Program charges, pretax
|
|
$
|
132
|
|
|
$
|
161
|
|
|
|
|
|
|
||||
Total Global Growth and Efficiency Program charges, aftertax
|
|
$
|
102
|
|
|
$
|
125
|
|
|
|
|
|
|
Total Program
|
|||
|
2019
|
|
2018
|
|
Charges
|
|||
North America
|
4
|
%
|
|
18
|
%
|
|
17
|
%
|
Latin America
|
12
|
%
|
|
10
|
%
|
|
5
|
%
|
Europe
|
4
|
%
|
|
(2
|
)%
|
|
19
|
%
|
Asia Pacific
|
6
|
%
|
|
13
|
%
|
|
4
|
%
|
Africa/Eurasia
|
(1
|
)%
|
|
5
|
%
|
|
5
|
%
|
Hill’s Pet Nutrition
|
2
|
%
|
|
19
|
%
|
|
8
|
%
|
Corporate
|
73
|
%
|
|
37
|
%
|
|
42
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Total Program Charges
|
||
|
as of December 31, 2019
|
||
Employee-Related Costs
|
$
|
706
|
|
Incremental Depreciation
|
128
|
|
|
Asset Impairments
|
58
|
|
|
Other
|
962
|
|
|
Total
|
$
|
1,854
|
|
|
|
Employee-Related
Costs
|
|
Incremental
Depreciation
|
|
Asset
Impairments
|
|
Other
|
|
Total
|
||||||||||
Balance at January 1, 2017
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
181
|
|
Charges
|
|
163
|
|
|
10
|
|
|
9
|
|
|
151
|
|
|
333
|
|
|||||
Cash payments
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
(244
|
)
|
|||||
Charges against assets
|
|
(21
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Foreign exchange
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2017
|
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
234
|
|
Charges
|
|
53
|
|
|
2
|
|
|
16
|
|
|
90
|
|
|
161
|
|
|||||
Cash payments
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
(167
|
)
|
|||||
Charges against assets
|
|
(9
|
)
|
|
(2
|
)
|
|
(16
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Foreign exchange
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||
Balance at December 31, 2018
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
202
|
|
Charges
|
|
25
|
|
|
36
|
|
|
6
|
|
|
65
|
|
|
132
|
|
|||||
Cash payments
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(113
|
)
|
|||||
Charges against assets
|
|
(7
|
)
|
|
(36
|
)
|
|
(6
|
)
|
|
(27
|
)
|
|
(76
|
)
|
|||||
Foreign exchange
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
|||||
Balance at December 31, 2019
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74
|
|
|
$
|
100
|
|
Year ended December 31, 2019
|
Net Sales Growth
(GAAP) |
Foreign
Exchange
Impact
|
Acquisitions and Divestments
Impact |
Organic
Sales Growth (Non-GAAP) |
Oral, Personal and Home Care
|
|
|
|
|
North America
|
2.0%
|
(0.5)%
|
—%
|
2.5%
|
Latin America
|
—%
|
(7.0)%
|
—%
|
7.0%
|
Europe
|
(2.0)%
|
(5.5)%
|
3.0%
|
0.5%
|
Asia Pacific
|
(1.0)%
|
(2.5)%
|
—%
|
1.5%
|
Africa/Eurasia
|
1.5%
|
(6.0)%
|
0.5%
|
7.0%
|
Total Oral, Personal and Home Care
|
—%
|
(4.0)%
|
0.5%
|
3.5%
|
Pet Nutrition
|
6.0%
|
(1.5)%
|
—%
|
7.5%
|
Total Company
|
1.0%
|
(3.5)%
|
0.5%
|
4.0%
|
Year ended December 31, 2018
|
Net Sales Growth
(GAAP) |
Foreign
Exchange
Impact
|
Acquisitions and Divestments
Impact |
Organic
Sales Growth (Non-GAAP) |
Oral, Personal and Home Care
|
|
|
|
|
North America
|
7.5%
|
—%
|
5.0%
|
2.5%
|
Latin America
|
(7.5)%
|
(6.5)%
|
—%
|
(1.0)%
|
Europe
|
4.5%
|
4.0%
|
—%
|
0.5%
|
Asia Pacific
|
(1.5)%
|
—%
|
—%
|
(1.5)%
|
Africa/Eurasia
|
(1.5)%
|
(4.0)%
|
—%
|
2.5%
|
Total Oral, Personal and Home Care
|
—%
|
(1.5)%
|
1.5%
|
—%
|
Pet Nutrition
|
4.0%
|
0.5%
|
—%
|
3.5%
|
Total Company
|
0.5%
|
(1.0)%
|
1.0%
|
0.5%
|
|
|
2019
|
|
2018
|
||||||||||||||
|
|
Weighted Average Interest Rate
|
|
Maturities
|
|
Outstanding
|
|
Weighted Average
Interest Rate
|
|
Maturities
|
|
Outstanding
|
||||||
Global short-term borrowings
|
|
1.8
|
%
|
|
2020
|
|
$
|
10
|
|
|
5.3
|
%
|
|
2019
|
|
$
|
12
|
|
Commercial Paper (1)
|
|
(0.4
|
)%
|
|
2020
|
|
829
|
|
|
2.5
|
%
|
|
2019
|
|
534
|
|
||
Total
|
|
|
|
|
|
$
|
839
|
|
|
|
|
|
|
$
|
546
|
|
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Long-term debt including current portion(1)
|
|
$
|
7,018
|
|
|
$
|
267
|
|
|
$
|
860
|
|
|
$
|
903
|
|
|
$
|
895
|
|
|
$
|
498
|
|
|
$
|
3,595
|
|
Net cash interest payments on long-term debt(2)
|
|
1,999
|
|
|
153
|
|
|
146
|
|
|
131
|
|
|
106
|
|
|
89
|
|
|
1,374
|
|
|||||||
Operating Leases
|
|
735
|
|
|
167
|
|
|
127
|
|
|
101
|
|
|
63
|
|
|
36
|
|
|
241
|
|
|||||||
Purchase obligations(3)
|
|
559
|
|
|
291
|
|
|
148
|
|
|
93
|
|
|
8
|
|
|
12
|
|
|
7
|
|
|||||||
U.S. tax reform payments
|
|
220
|
|
|
—
|
|
|
10
|
|
|
25
|
|
|
46
|
|
|
62
|
|
|
77
|
|
|||||||
Total
|
|
$
|
10,531
|
|
|
$
|
878
|
|
|
$
|
1,291
|
|
|
$
|
1,253
|
|
|
$
|
1,118
|
|
|
$
|
697
|
|
|
$
|
5,294
|
|
(1)
|
The Company classifies commercial paper and notes maturing within the next 12 months 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 such obligations.
|
(2)
|
Includes the net interest payments on fixed and variable rate debt and associated interest rate swaps. 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 2019 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.
|
▪
|
The Company accounts for inventories using both the first-in, first-out (“FIFO”) method (80% of inventories) and the LIFO method (20% of inventories). There would have been no material impact on reported earnings for 2019 or 2018 had all inventories been accounted for under the FIFO method.
|
▪
|
Shipping and handling 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 810 bps in both 2019 and 2018 and 760 bps in 2017, with no impact on reported earnings.
|
▪
|
In accounting for pension and other postretirement benefit costs, the most significant actuarial assumptions are the discount rate and the long-term rate of return on plan assets. The discount rate used to measure the benefit obligation for U.S. defined benefit plans was 3.40% and 4.38% as of December 31, 2019 and 2018, respectively. The discount rate used to measure the benefit obligation for other U.S. postretirement plans was 3.56%, and 4.43% as of December 31, 2019 and 2018, 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 long-term rate of return on plan assets for U.S. plans was 6.30% as of December 31, 2019 and 6.60% as of 2018. In determining the long-term rate of return, the Company considers the nature of the plans’ investments and the historical rate of return.
|
▪
|
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 6.00% for 2020, declining to 4.75% by 2025 and remaining at 4.75% for the years thereafter. The effect on the total of service cost and interest costs components of a 1% increase in the assumed long-term medical cost trend rate would decrease Net income attributable to Colgate-Palmolive Company by $7.
|
▪
|
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, 2019 was $10.48. 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 5%. A 1% change in volatility would change fair value by approximately 6%. 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.
|
▪
|
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.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
(a)
|
The information regarding security ownership of certain beneficial owners and management set forth in the 2020 Proxy Statement 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, 2019:
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(in thousands)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(in thousands)
|
|
||||
Equity compensation plans approved by security holders
|
|
38,388
|
|
(1)
|
$
|
65.04
|
|
(2)
|
50,958
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
Not applicable
|
|
|
Not applicable
|
|
|
Not applicable
|
|
|
|
Total
|
|
38,388
|
|
|
$
|
65.04
|
|
|
50,958
|
|
|
(1)
|
Consists of 36,185 options outstanding and 2,203 restricted stock units awarded but not yet vested under the Company’s 2013 Incentive Compensation Plan and the Company’s 2019 Incentive Compensation Plan, respectively, 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 $69.00 and restricted stock units of $0.00.
|
(3)
|
Amount includes 37,758 options available for issuance and 13,200 restricted stock units available for issuance under the Company’s 2019 Incentive Compensation Plan.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
(a)
|
Financial Statements and Financial Statement Schedules
|
(b)
|
Exhibits:
|
Exhibit No.
|
Description
|
|
|
|
|
3-A
|
|
|
|
|
|
3-B
|
|
|
|
|
|
4
|
a)
|
|
|
|
|
|
b)
|
Indenture, dated as of November 15, 1992, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) as Trustee. (Registrant hereby incorporates by reference Exhibit 4.1 to its Registration Statement on Form S-3 and Post-Effective Amendment No. 1 filed on June 26, 1992, Registration No. 33-48840.)(1)
|
|
|
|
|
c)
|
|
|
|
|
10-A
|
a)
|
|
|
|
|
|
b)
|
|
|
|
|
|
c)
|
|
|
|
|
10-B
|
a)
|
|
|
|
|
|
b)
|
|
|
|
|
|
c)
|
|
|
|
|
|
d)
|
10-C
|
a)
|
Colgate-Palmolive Company Executive Incentive Compensation Plan Trust, as amended. (Registrant hereby incorporates by reference Exhibit 10-B (b) to its Annual Report on Form 10-K for the year ended December 31, 1987, File No. 1-644.)*
|
|
|
|
|
b)
|
|
|
|
|
10-D
|
|
|
|
|
|
10-E
|
a)
|
|
|
|
|
|
b)
|
Colgate-Palmolive Company Executive Severance Plan Trust. (Registrant hereby incorporates by reference Exhibit 10-E (b) to its Annual Report on Form 10-K for the year ended December 31, 1987, File No. 1-644.)*
|
|
|
|
10-F
|
|
|
|
|
|
10-G
|
a)
|
|
|
|
|
|
b)
|
|
|
|
|
10-H
|
|
|
|
|
|
10-I
|
|
|
|
|
|
10-J
|
|
|
|
|
|
10-K
|
|
|
|
|
|
10-L
|
|
|
|
|
|
10-M
|
|
|
|
|
|
21
|
|
|
|
|
|
23
|
|
|
|
|
|
24
|
|
|
|
|
|
31-A
|
|
|
|
|
|
31-B
|
|
|
|
|
|
32
|
|
|
|
|
|
101
|
|
The following materials from Colgate-Palmolive Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Comprehensive Income, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.**
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).**
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
**
|
Filed herewith.
|
(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.
|
Colgate-Palmolive Company
|
|
Office of the Secretary (10-K Exhibits)
|
|
300 Park Avenue
|
|
New York, NY 10022-7499
|
|
Colgate-Palmolive Company
(Registrant)
|
|
|
|
|
Date: February 21, 2020
|
By
|
/s/ Noel R. Wallace
|
|
|
Noel R. Wallace
President and Chief Executive Officer
|
(a) Principal Executive Officer
|
|
(d) All Other Directors:
|
|
|
|
/s/ Noel R. Wallace
|
|
/s/ Ian Cook
|
Noel R. Wallace
President, Chief Executive Officer and Director
|
|
Ian Cook, Executive Chairman
|
(b) Principal Financial Officer
|
|
Charles A. Bancroft, John P. Bilbrey,
John T. Cahill, Lisa M. Edwards,
Helene D. Gayle, C. Martin Harris,
Lorrie M. Norrington, Michael B. Polk,
Stephen I. Sadove*
|
|
|
|
/s/ Henning I. Jakobsen
|
|
*By: /s/ Jennifer M. Daniels
|
Henning I. Jakobsen
Chief Financial Officer
|
|
Jennifer M. Daniels
As Attorney-in-Fact
|
|
|
|
(c) Principal Accounting Officer
|
|
|
|
|
|
/s/ Philip G. Shotts
|
|
|
Philip G. Shotts
Vice President and Controller
|
|
|
|
Page
|
Consolidated Financial Statements
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Financial Statement Schedule
|
|
|
|
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Selected Financial Data
|
|
|
|
Market Information
|
|
|
|
Historical Financial Summary
|
/s/ PricewaterhouseCoopers LLP
|
|
New York, New York
February 21, 2020 |
|
We have served as the Company’s auditor since 2002.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
15,693
|
|
|
$
|
15,544
|
|
|
$
|
15,454
|
|
Cost of sales
|
6,368
|
|
|
6,313
|
|
|
6,174
|
|
|||
Gross profit
|
9,325
|
|
|
9,231
|
|
|
9,280
|
|
|||
Selling, general and administrative expenses
|
5,575
|
|
|
5,389
|
|
|
5,400
|
|
|||
Other (income) expense, net
|
196
|
|
|
148
|
|
|
173
|
|
|||
Operating profit
|
3,554
|
|
|
3,694
|
|
|
3,707
|
|
|||
Non-service related postretirement costs
|
108
|
|
|
87
|
|
|
118
|
|
|||
Interest (income) expense, net
|
145
|
|
|
143
|
|
|
102
|
|
|||
Income before income taxes
|
3,301
|
|
|
3,464
|
|
|
3,487
|
|
|||
Provision for income taxes
|
774
|
|
|
906
|
|
|
1,313
|
|
|||
Net income including noncontrolling interests
|
2,527
|
|
|
2,558
|
|
|
2,174
|
|
|||
Less: Net income attributable to noncontrolling interests
|
160
|
|
|
158
|
|
|
150
|
|
|||
Net income attributable to Colgate-Palmolive Company
|
$
|
2,367
|
|
|
$
|
2,400
|
|
|
$
|
2,024
|
|
Earnings per common share, basic
|
$
|
2.76
|
|
|
$
|
2.76
|
|
|
$
|
2.30
|
|
Earnings per common share, diluted
|
$
|
2.75
|
|
|
$
|
2.75
|
|
|
$
|
2.28
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income including noncontrolling interests
|
$
|
2,527
|
|
|
$
|
2,558
|
|
|
$
|
2,174
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Cumulative translation adjustments
|
25
|
|
|
(237
|
)
|
|
302
|
|
|||
Retirement plan and other retiree benefit adjustments
|
(100
|
)
|
|
38
|
|
|
54
|
|
|||
Gains (losses) on cash flow hedges
|
(12
|
)
|
|
10
|
|
|
(14
|
)
|
|||
Total Other comprehensive income (loss), net of tax
|
(87
|
)
|
|
(189
|
)
|
|
342
|
|
|||
Total Comprehensive income including noncontrolling interests
|
2,440
|
|
|
2,369
|
|
|
2,516
|
|
|||
Less: Net income attributable to noncontrolling interests
|
160
|
|
|
158
|
|
|
150
|
|
|||
Less: Cumulative translation adjustments attributable to noncontrolling interests
|
(2
|
)
|
|
(19
|
)
|
|
17
|
|
|||
Total Comprehensive income attributable to noncontrolling interests
|
158
|
|
|
139
|
|
|
167
|
|
|||
Total Comprehensive income attributable to Colgate-Palmolive Company
|
$
|
2,282
|
|
|
$
|
2,230
|
|
|
$
|
2,349
|
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
883
|
|
|
$
|
726
|
|
Receivables (net of allowances of $76 and $82, respectively)
|
1,440
|
|
|
1,400
|
|
||
Inventories
|
1,400
|
|
|
1,250
|
|
||
Other current assets
|
456
|
|
|
417
|
|
||
Total current assets
|
4,179
|
|
|
3,793
|
|
||
Property, plant and equipment, net
|
3,750
|
|
|
3,881
|
|
||
Goodwill
|
3,508
|
|
|
2,530
|
|
||
Other intangible assets, net
|
2,667
|
|
|
1,637
|
|
||
Deferred income taxes
|
177
|
|
|
152
|
|
||
Other assets
|
753
|
|
|
168
|
|
||
Total assets
|
$
|
15,034
|
|
|
$
|
12,161
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Notes and loans payable
|
$
|
260
|
|
|
$
|
12
|
|
Current portion of long-term debt
|
254
|
|
|
—
|
|
||
Accounts payable
|
1,237
|
|
|
1,222
|
|
||
Accrued income taxes
|
370
|
|
|
411
|
|
||
Other accruals
|
1,917
|
|
|
1,696
|
|
||
Total current liabilities
|
4,038
|
|
|
3,341
|
|
||
Long-term debt
|
7,333
|
|
|
6,354
|
|
||
Deferred income taxes
|
507
|
|
|
235
|
|
||
Other liabilities
|
2,598
|
|
|
2,034
|
|
||
Total liabilities
|
14,476
|
|
|
11,964
|
|
||
Commitments and contingent liabilities
|
—
|
|
|
—
|
|
||
Shareholders’ Equity
|
|
|
|
|
|
||
Common stock, $1 par value (2,000,000,000 shares authorized, 1,465,706,360 shares issued)
|
1,466
|
|
|
1,466
|
|
||
Additional paid-in capital
|
2,488
|
|
|
2,204
|
|
||
Retained earnings
|
22,501
|
|
|
21,615
|
|
||
Accumulated other comprehensive income (loss)
|
(4,273
|
)
|
|
(4,188
|
)
|
||
Unearned compensation
|
(2
|
)
|
|
(3
|
)
|
||
Treasury stock, at cost
|
(22,063
|
)
|
|
(21,196
|
)
|
||
Total Colgate-Palmolive Company shareholders’ equity
|
117
|
|
|
(102
|
)
|
||
Noncontrolling interests
|
441
|
|
|
299
|
|
||
Total equity
|
558
|
|
|
197
|
|
||
Total liabilities and equity
|
$
|
15,034
|
|
|
$
|
12,161
|
|
|
Colgate-Palmolive Company Shareholders’ Equity
|
|
|
|||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Unearned Compensation
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|||||||||||||||
Balance, January 1, 2017
|
$
|
1,466
|
|
|
$
|
1,691
|
|
|
$
|
(7
|
)
|
|
$
|
(19,135
|
)
|
|
$
|
19,922
|
|
|
$
|
(4,180
|
)
|
|
$
|
260
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
2,024
|
|
|
|
|
|
150
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
325
|
|
|
17
|
|
||||||||
Dividends ($1.59)/per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,405
|
)
|
|
|
|
|
(124
|
)
|
||||||||
Stock-based compensation expense
|
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares issued for stock options
|
|
|
|
197
|
|
|
|
|
|
313
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares issued for restricted stock awards
|
|
|
(34
|
)
|
|
|
|
34
|
|
|
|
|
|
|
|
|||||||||||||
Treasury stock acquired
|
|
|
|
|
|
|
|
|
|
(1,399
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Other
|
|
|
|
3
|
|
|
2
|
|
|
6
|
|
|
(10
|
)
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2017
|
$
|
1,466
|
|
|
$
|
1,984
|
|
|
$
|
(5
|
)
|
|
$
|
(20,181
|
)
|
|
$
|
20,531
|
|
|
$
|
(3,855
|
)
|
|
$
|
303
|
|
|
Net income
|
|
|
|
|
|
|
|
|
2,400
|
|
|
|
|
158
|
|
|||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
(170
|
)
|
|
(19
|
)
|
|||||||||||||
Dividends ($1.66)/per share*
|
|
|
|
|
|
|
|
|
(1,448
|
)
|
|
|
|
(143
|
)
|
|||||||||||||
Stock-based compensation expense
|
|
|
109
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares issued for stock options
|
|
|
137
|
|
|
|
|
190
|
|
|
|
|
|
|
|
|||||||||||||
Shares issued for restricted stock awards
|
|
|
(31
|
)
|
|
|
|
31
|
|
|
|
|
|
|
|
|||||||||||||
Treasury stock acquired
|
|
|
|
|
|
|
(1,238
|
)
|
|
|
|
|
|
|
||||||||||||||
Other
|
|
|
5
|
|
|
2
|
|
|
2
|
|
|
132
|
|
|
(163
|
)
|
(1
|
)
|
|
|
||||||||
Balance, December 31, 2018
|
$
|
1,466
|
|
|
$
|
2,204
|
|
|
$
|
(3
|
)
|
|
$
|
(21,196
|
)
|
|
$
|
21,615
|
|
|
$
|
(4,188
|
)
|
|
$
|
299
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
2,367
|
|
|
|
|
|
160
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(85
|
)
|
|
(2
|
)
|
||||||||
Dividends ($1.71)/per share*
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,472
|
)
|
|
|
|
|
(141
|
)
|
||||||||
Stock-based compensation expense
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares issued for stock options
|
|
|
|
210
|
|
|
|
|
|
305
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares issued for restricted stock awards
|
|
|
(29
|
)
|
|
|
|
29
|
|
|
|
|
|
|
|
|||||||||||||
Noncontrolling interests assumed through acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
125
|
|
||||||||||||||
Treasury stock acquired
|
|
|
|
|
|
|
|
|
|
(1,202
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Other
|
|
|
|
3
|
|
|
1
|
|
|
1
|
|
|
(9
|
)
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2019
|
$
|
1,466
|
|
|
$
|
2,488
|
|
|
$
|
(2
|
)
|
|
$
|
(22,063
|
)
|
|
$
|
22,501
|
|
|
$
|
(4,273
|
)
|
|
$
|
441
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income including noncontrolling interests
|
$
|
2,527
|
|
|
$
|
2,558
|
|
|
$
|
2,174
|
|
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operations:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
519
|
|
|
511
|
|
|
475
|
|
|||
Restructuring and termination benefits, net of cash
|
18
|
|
|
(7
|
)
|
|
91
|
|
|||
Stock-based compensation expense
|
100
|
|
|
109
|
|
|
127
|
|
|||
Charge for U.S. tax reform
|
—
|
|
|
80
|
|
|
275
|
|
|||
Deferred income taxes
|
17
|
|
|
27
|
|
|
108
|
|
|||
Voluntary benefit plan contributions
|
(113
|
)
|
|
(67
|
)
|
|
(81
|
)
|
|||
Cash effects of changes in:
|
|
|
|
|
|
|
|||||
Receivables
|
19
|
|
|
(79
|
)
|
|
(15
|
)
|
|||
Inventories
|
(77
|
)
|
|
(58
|
)
|
|
(8
|
)
|
|||
Accounts payable and other accruals
|
36
|
|
|
18
|
|
|
(96
|
)
|
|||
Other non-current assets and liabilities
|
87
|
|
|
(36
|
)
|
|
4
|
|
|||
Net cash provided by operations
|
3,133
|
|
|
3,056
|
|
|
3,054
|
|
|||
Investing Activities
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(335
|
)
|
|
(436
|
)
|
|
(553
|
)
|
|||
Sale of property and non-core product lines
|
1
|
|
|
1
|
|
|
44
|
|
|||
Purchases of marketable securities and investments
|
(184
|
)
|
|
(169
|
)
|
|
(347
|
)
|
|||
Proceeds from sale of marketable securities and investments
|
131
|
|
|
156
|
|
|
391
|
|
|||
Payment for acquisitions, net of cash acquired
|
(1,711
|
)
|
|
(728
|
)
|
|
—
|
|
|||
Other
|
(1
|
)
|
|
6
|
|
|
(6
|
)
|
|||
Net cash used in investing activities
|
(2,099
|
)
|
|
(1,170
|
)
|
|
(471
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
|
||||
Principal payments on debt
|
(6,611
|
)
|
|
(7,355
|
)
|
|
(4,808
|
)
|
|||
Proceeds from issuance of debt
|
8,059
|
|
|
7,176
|
|
|
4,779
|
|
|||
Dividends paid
|
(1,614
|
)
|
|
(1,591
|
)
|
|
(1,529
|
)
|
|||
Purchases of treasury shares
|
(1,202
|
)
|
|
(1,238
|
)
|
|
(1,399
|
)
|
|||
Proceeds from exercise of stock options
|
498
|
|
|
329
|
|
|
507
|
|
|||
Net cash used in financing activities
|
(870
|
)
|
|
(2,679
|
)
|
|
(2,450
|
)
|
|||
Effect of exchange rate changes on Cash and cash equivalents
|
(7
|
)
|
|
(16
|
)
|
|
87
|
|
|||
Net (decrease) increase in Cash and cash equivalents
|
157
|
|
|
(809
|
)
|
|
220
|
|
|||
Cash and cash equivalents at beginning of year
|
726
|
|
|
1,535
|
|
|
1,315
|
|
|||
Cash and cash equivalents at end of year
|
$
|
883
|
|
|
$
|
726
|
|
|
$
|
1,535
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
||||
Income taxes paid
|
$
|
803
|
|
|
$
|
847
|
|
|
$
|
1,037
|
|
Interest paid
|
$
|
185
|
|
|
$
|
194
|
|
|
$
|
150
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Oral Care
|
|
46
|
%
|
|
47
|
%
|
|
48
|
%
|
Personal Care
|
|
20
|
%
|
|
20
|
%
|
|
19
|
%
|
Home Care
|
|
18
|
%
|
|
18
|
%
|
|
18
|
%
|
Pet Nutrition
|
|
16
|
%
|
|
15
|
%
|
|
15
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cash
|
$
|
30
|
|
Receivables
|
53
|
|
|
Inventories
|
70
|
|
|
Other current assets
|
18
|
|
|
Other intangible assets
|
1,051
|
|
|
Goodwill
|
923
|
|
|
Other current liabilities
|
(67
|
)
|
|
Deferred income taxes
|
(276
|
)
|
|
Noncontrolling interests
|
(90
|
)
|
|
Fair value of net assets acquired
|
$
|
1,712
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of sales
|
$
|
8
|
|
|
$
|
31
|
|
|
$
|
75
|
|
Selling, general and administrative expenses
|
60
|
|
|
33
|
|
|
86
|
|
|||
Other (income) expense, net
|
57
|
|
|
88
|
|
|
152
|
|
|||
Non-service related postretirement costs
|
7
|
|
|
9
|
|
|
20
|
|
|||
Total Global Growth and Efficiency Program charges, pretax
|
$
|
132
|
|
|
$
|
161
|
|
|
$
|
333
|
|
|
|
|
|
|
|
||||||
Total Global Growth and Efficiency Program charges, aftertax
|
$
|
102
|
|
|
$
|
125
|
|
|
$
|
246
|
|
|
|
|
|
|
|
|
Total Program
|
||||
|
2019
|
|
2018
|
|
2017
|
|
Charges
|
||||
North America
|
4
|
%
|
|
18
|
%
|
|
23
|
%
|
|
17
|
%
|
Latin America
|
12
|
%
|
|
10
|
%
|
|
2
|
%
|
|
5
|
%
|
Europe
|
4
|
%
|
|
(2
|
)%
|
|
21
|
%
|
|
19
|
%
|
Asia Pacific
|
6
|
%
|
|
13
|
%
|
|
5
|
%
|
|
4
|
%
|
Africa/Eurasia
|
(1
|
)%
|
|
5
|
%
|
|
3
|
%
|
|
5
|
%
|
Hill’s Pet Nutrition
|
2
|
%
|
|
19
|
%
|
|
6
|
%
|
|
8
|
%
|
Corporate
|
73
|
%
|
|
37
|
%
|
|
40
|
%
|
|
42
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Total Program Charges
|
||
|
as of December 31, 2019
|
||
Employee-Related Costs
|
$
|
706
|
|
Incremental Depreciation
|
128
|
|
|
Asset Impairments
|
58
|
|
|
Other
|
962
|
|
|
Total
|
$
|
1,854
|
|
|
|
Employee-Related
Costs
|
|
Incremental
Depreciation
|
|
Asset
Impairments
|
|
Other
|
|
Total
|
||||||||||
Balance at January 1, 2017
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
181
|
|
Charges
|
|
163
|
|
|
10
|
|
|
9
|
|
|
151
|
|
|
333
|
|
|||||
Cash payments
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
(244
|
)
|
|||||
Charges against assets
|
|
(21
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Foreign exchange
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2017
|
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
234
|
|
Charges
|
|
53
|
|
|
2
|
|
|
16
|
|
|
90
|
|
|
161
|
|
|||||
Cash payments
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
(167
|
)
|
|||||
Charges against assets
|
|
(9
|
)
|
|
(2
|
)
|
|
(16
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Foreign exchange
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||
Balance at December 31, 2018
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
202
|
|
Charges
|
|
25
|
|
|
36
|
|
|
6
|
|
|
65
|
|
|
132
|
|
|||||
Cash payments
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(113
|
)
|
|||||
Charges against assets
|
|
(7
|
)
|
|
(36
|
)
|
|
(6
|
)
|
|
(27
|
)
|
|
(76
|
)
|
|||||
Foreign exchange
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
|||||
Balance at December 31, 2019
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74
|
|
|
$
|
100
|
|
|
|
2019
|
|
2018
|
||||
Oral, Personal and Home Care
|
|
|
|
|
||||
North America
|
|
$
|
737
|
|
|
$
|
733
|
|
Latin America
|
|
212
|
|
|
220
|
|
||
Europe
|
|
2,234
|
|
|
1,302
|
|
||
Asia Pacific
|
|
186
|
|
|
185
|
|
||
Africa/Eurasia
|
|
124
|
|
|
75
|
|
||
Total Oral, Personal and Home Care
|
|
3,493
|
|
|
2,515
|
|
||
Pet Nutrition
|
|
15
|
|
|
15
|
|
||
Total Goodwill
|
|
$
|
3,508
|
|
|
$
|
2,530
|
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Trademarks - finite life
|
|
$
|
771
|
|
|
$
|
(381
|
)
|
|
$
|
390
|
|
|
$
|
771
|
|
|
$
|
(358
|
)
|
|
$
|
413
|
|
Other finite life intangible assets
|
|
699
|
|
|
(169
|
)
|
|
530
|
|
|
390
|
|
|
(133
|
)
|
|
257
|
|
||||||
Indefinite life intangible assets
|
|
1,747
|
|
|
—
|
|
|
1,747
|
|
|
967
|
|
|
—
|
|
|
967
|
|
||||||
Total Other intangible assets
|
|
$
|
3,217
|
|
|
$
|
(550
|
)
|
|
$
|
2,667
|
|
|
$
|
2,128
|
|
|
$
|
(491
|
)
|
|
$
|
1,637
|
|
|
|
Weighted Average Interest Rate
|
|
Maturities
|
|
2019
|
|
2018
|
||||||
Notes
|
|
2.2%
|
|
2021
|
-
|
2078
|
|
$
|
6,988
|
|
|
$
|
5,820
|
|
Commercial paper
|
|
(0.4)%
|
|
2020
|
|
579
|
|
|
534
|
|
||||
Finance Lease Obligations
|
|
Various
|
|
Various
|
|
20
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
7,587
|
|
|
6,354
|
|
||
Less: Current portion of long-term debt
|
|
|
|
|
|
|
|
(254
|
)
|
|
—
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
7,333
|
|
|
$
|
6,354
|
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
|
Account
|
|
Fair Value
|
|
Account
|
|
Fair Value
|
||||||||||||
Designated derivative instruments
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
Interest rate swap contracts
|
Other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other accruals
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest rate swap contracts
|
Other assets
|
|
4
|
|
|
—
|
|
|
Other liabilities
|
|
—
|
|
|
8
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
6
|
|
|
20
|
|
|
Other accruals
|
|
15
|
|
|
8
|
|
||||
Foreign currency contracts
|
Other assets
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
14
|
|
|
21
|
|
||||
Commodity contracts
|
Other current assets
|
|
—
|
|
|
—
|
|
|
Other accruals
|
|
—
|
|
|
—
|
|
||||
Total designated
|
|
|
$
|
10
|
|
|
$
|
20
|
|
|
|
|
$
|
29
|
|
|
$
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable securities
|
Other current assets
|
|
23
|
|
|
10
|
|
|
|
|
|
|
|
|
|
||||
Total other financial instruments
|
|
|
$
|
23
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||
Long-term debt:
|
|
|
|
||||
Carrying amount of hedged item
|
$
|
403
|
|
|
$
|
888
|
|
Cumulative hedging adjustment included in the carrying amount
|
$
|
4
|
|
|
$
|
(10
|
)
|
|
December 31, 2019
|
||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Foreign Currency Debt
|
|
Interest Rate Swaps
|
|
Commodity Contracts
|
|
Total
|
||||||||||
Fair Value Hedges
|
$
|
388
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
$
|
—
|
|
|
$
|
788
|
|
Cash Flow Hedges
|
$
|
761
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
781
|
|
Net Investment Hedges
|
$
|
478
|
|
|
$
|
3,856
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,334
|
|
|
December 31, 2018
|
||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Foreign Currency Debt
|
|
Interest Rate Swaps
|
|
Commodity Contracts
|
|
Total
|
||||||||||
Fair Value Hedges
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
900
|
|
|
$
|
—
|
|
|
$
|
1,227
|
|
Cash Flow Hedges
|
$
|
782
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
796
|
|
Net Investment Hedges
|
$
|
482
|
|
|
$
|
1,396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,878
|
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
|
Cost of sales
|
|
Selling, general and administrative expenses
|
|
Interest (income) expense, net
|
|
Cost of sales
|
|
Selling, general and administrative expenses
|
|
Interest (income) expense, net
|
||||||||||||
Gain (loss) on hedges recognized in income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps designated as fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instrument
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Hedged items
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Foreign currency contracts designated as fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instrument
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Hedged items
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Foreign currency contracts designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount reclassified from OCI
|
5
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||||
Commodity contracts designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount reclassified from OCI
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total gain (loss) on hedges recognized in income
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Twelve Months Ended
|
||||||
December 31,
|
|||||||
2019
|
|
2018
|
|||||
Foreign currency contracts designated as cash flow hedges:
|
|
|
|
||||
Gain (loss) recognized in OCI
|
(9
|
)
|
|
10
|
|
||
Commodity contracts designated as cash flow hedges:
|
|
|
|
||||
Gain (loss) recognized in OCI
|
—
|
|
|
—
|
|
||
Foreign currency contracts designated as net investment hedges:
|
|
|
|
||||
Gain (loss) on instruments
|
4
|
|
|
33
|
|
||
Gain (loss) on hedged items
|
(4
|
)
|
|
(33
|
)
|
||
Foreign currency debt designated as net investment hedges:
|
|
|
|
||||
Gain (loss) on instruments
|
12
|
|
|
93
|
|
||
Gain (loss) on hedged items
|
(12
|
)
|
|
(93
|
)
|
||
Total unrealized gain (loss) on hedges recognized in OCI
|
$
|
(9
|
)
|
|
$
|
10
|
|
|
|
Common Stock Outstanding
|
|
Treasury Stock
|
||
Balance, January 1, 2017
|
|
883,108,963
|
|
|
582,597,397
|
|
|
|
|
|
|
||
Common stock acquired
|
|
(19,185,828
|
)
|
|
19,185,828
|
|
Shares issued for stock options
|
|
9,670,988
|
|
|
(9,670,988
|
)
|
Shares issued for restricted stock units and other
|
|
1,106,995
|
|
|
(1,106,995
|
)
|
Balance, December 31, 2017
|
|
874,701,118
|
|
|
591,005,242
|
|
|
|
|
|
|
||
Common stock acquired
|
|
(18,786,897
|
)
|
|
18,786,897
|
|
Shares issued for stock options
|
|
6,040,920
|
|
|
(6,040,920
|
)
|
Shares issued for restricted stock units and other
|
|
957,651
|
|
|
(957,651
|
)
|
Balance, December 31, 2018
|
|
862,912,792
|
|
|
602,793,568
|
|
|
|
|
|
|
||
Common stock acquired
|
|
(17,219,642
|
)
|
|
17,219,642
|
|
Shares issued for stock options
|
|
8,145,777
|
|
|
(8,145,777
|
)
|
Shares issued for restricted stock units and other
|
|
862,852
|
|
|
(862,852
|
)
|
Balance, December 31, 2019
|
|
854,701,779
|
|
|
611,004,581
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Expected term of options
|
|
6 years
|
|
|
4.5 years
|
|
|
4.5 years
|
|
Expected volatility rate
|
|
19.2
|
%
|
|
17.7
|
%
|
|
16.0
|
%
|
Risk-free interest rate
|
|
1.5
|
%
|
|
2.8
|
%
|
|
1.8
|
%
|
Expected dividend yield
|
|
2.3
|
%
|
|
2.5
|
%
|
|
2.2
|
%
|
|
|
Shares
(in thousands)
|
|
Grant Date Fair Value Per Award
|
|||
Performance-based restricted stock units as of January 1, 2019
|
|
—
|
|
|
$
|
—
|
|
Activity:
|
|
|
|
|
|||
Granted
|
|
365
|
|
|
67
|
|
|
Forfeited
|
|
(19
|
)
|
|
67
|
|
|
Performance-based restricted stock units as of December 31, 2019
|
|
346
|
|
|
$
|
67
|
|
|
|
Shares
(in thousands)
|
|
Weighted Average Grant Date Fair Value Per Award
|
|||
Restricted stock units as of January 1, 2019
|
|
2,474
|
|
|
$
|
71
|
|
Activity:
|
|
|
|
|
|||
Granted
|
|
554
|
|
|
71
|
|
|
Vested
|
|
(761
|
)
|
|
70
|
|
|
Forfeited
|
|
(64
|
)
|
|
70
|
|
|
Restricted stock units as of December 31, 2019
|
|
2,203
|
|
|
$
|
71
|
|
|
|
Shares
(in thousands)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Intrinsic Value of Unexercised
In-the-Money Options
|
|||||
Options outstanding, January 1, 2019
|
|
39,710
|
|
|
$
|
67
|
|
|
|
|
|
||
Granted
|
|
5,364
|
|
|
72
|
|
|
|
|
|
|||
Exercised
|
|
(8,205
|
)
|
|
61
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(684
|
)
|
|
70
|
|
|
|
|
|
|||
Options outstanding, December 31, 2019
|
|
36,185
|
|
|
69
|
|
|
4
|
|
$
|
63
|
|
|
Options exercisable, December 31, 2019
|
|
25,142
|
|
|
$
|
69
|
|
|
3
|
|
$
|
60
|
|
|
|
United States
|
|
International
|
||
Asset Category
|
|
|
|
|
||
Equity securities
|
|
24
|
%
|
|
38
|
%
|
Fixed income securities
|
|
68
|
%
|
|
45
|
%
|
Real estate and other investments
|
|
8
|
%
|
|
17
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
Level of Valuation
Input |
|
Pension Plans
|
|
|
||||||||
|
|
|
United States
|
|
International
|
|
Other Retiree
Benefit Plans
|
|||||||
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
Level 1
|
|
$
|
41
|
|
|
$
|
15
|
|
|
$
|
1
|
|
U.S. common stocks
|
|
Level 1
|
|
49
|
|
|
3
|
|
|
1
|
|
|||
International common stocks
|
|
Level 1
|
|
—
|
|
|
3
|
|
|
—
|
|
|||
Pooled funds(1)
|
|
Level 1
|
|
29
|
|
|
104
|
|
|
2
|
|
|||
Fixed income securities(2)
|
|
Level 2
|
|
1,067
|
|
|
14
|
|
|
20
|
|
|||
Guaranteed investment contracts(3)
|
|
Level 2
|
|
1
|
|
|
42
|
|
|
—
|
|
|||
|
|
|
|
1,187
|
|
|
181
|
|
|
24
|
|
|||
Investments valued using NAV per share(4)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Domestic, developed and emerging markets equity funds
|
|
|
|
328
|
|
|
165
|
|
|
7
|
|
|||
Fixed income funds(5)
|
|
|
|
177
|
|
|
196
|
|
|
3
|
|
|||
Hedge funds(6)
|
|
|
|
3
|
|
|
17
|
|
|
—
|
|
|||
Multi-Asset funds(7)
|
|
|
|
155
|
|
|
2
|
|
|
2
|
|
|||
Real estate funds(8)
|
|
|
|
41
|
|
|
25
|
|
|
1
|
|
|||
|
|
|
|
704
|
|
|
405
|
|
|
13
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Other assets and liabilities, net(9)
|
|
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|||
Total Investments
|
|
|
|
$
|
1,806
|
|
|
$
|
586
|
|
|
$
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
Level of Valuation
Input |
|
Pension Plans
|
|
|
||||||||
|
|
|
United States
|
|
International
|
|
Other Retiree
Benefit Plans
|
|||||||
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
Level 1
|
|
$
|
29
|
|
|
$
|
9
|
|
|
$
|
1
|
|
U.S. common stocks
|
|
Level 1
|
|
75
|
|
|
3
|
|
|
3
|
|
|||
International common stocks
|
|
Level 1
|
|
—
|
|
|
4
|
|
|
—
|
|
|||
Pooled funds(1)
|
|
Level 1
|
|
106
|
|
|
82
|
|
|
4
|
|
|||
Fixed income securities(2)
|
|
Level 2
|
|
865
|
|
|
24
|
|
|
28
|
|
|||
Guaranteed investment contracts(3)
|
|
Level 2
|
|
1
|
|
|
51
|
|
|
—
|
|
|||
|
|
|
|
1,076
|
|
|
173
|
|
|
36
|
|
|||
Investments valued using NAV per share(4)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Domestic, developed and emerging markets equity funds
|
|
|
|
229
|
|
|
134
|
|
|
8
|
|
|||
Fixed income funds(5)
|
|
|
|
116
|
|
|
173
|
|
|
4
|
|
|||
Hedge funds(6)
|
|
|
|
56
|
|
|
6
|
|
|
2
|
|
|||
Multi-Asset funds(7)
|
|
|
|
94
|
|
|
2
|
|
|
3
|
|
|||
Real estate funds(8)
|
|
|
|
39
|
|
|
22
|
|
|
1
|
|
|||
|
|
|
|
534
|
|
|
337
|
|
|
18
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Other assets and liabilities, net(9)
|
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|||
Total Investments
|
|
|
|
$
|
1,568
|
|
|
$
|
510
|
|
|
$
|
54
|
|
(1)
|
Pooled funds primarily invest in U.S. and foreign equity securities, debt and money market securities.
|
(2)
|
The fixed income securities are traded over the counter and certain of these securities lack daily pricing or liquidity and as such are classified as Level 2. As of both December 31, 2019 and 2018, approximately 50% of the U.S. pension plan fixed income portfolio was invested in U.S. treasury or agency securities, with the remainder invested in other government bonds and corporate bonds.
|
(3)
|
The guaranteed investment contracts (“GICs”) represent contracts with insurance companies measured at the cash surrender value of each contract. The Level 2 valuation reflects that the cash surrender value is based principally on a referenced pool of investment funds with active redemption.
|
(4)
|
Investments that are measured at fair value using net asset value (“NAV”) per share as a practical expedient have not been classified in the fair value hierarchy. The NAV is based on the value of the underlying investments owned, minus its liabilities, divided by the number of shares outstanding. There are no unfunded commitments related to these investments. Redemption notice period primarily ranges from 0-3 months and redemption frequency windows range from daily to quarterly.
|
(5)
|
Fixed income funds primarily invest in U.S. government and investment grade corporate bonds.
|
(6)
|
Consists of investments in underlying hedge fund strategies that are primarily implemented through the use of long and short equity and fixed income securities and derivative instruments such as futures and options.
|
(7)
|
Multi-Asset funds primarily invest across a variety of asset classes, including global stocks and bonds, as well as alternative strategies.
|
(8)
|
Real estate is valued using the NAV per unit of funds that are invested in real estate property. The investment value of the real estate property is determined quarterly using independent market appraisals as determined by the investment manager.
|
(9)
|
This category primarily includes unsettled trades for investments purchased and sold and dividend receivables.
|
|
|
Pension Plans
|
|
Other Retiree Benefit Plans
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
|
|
United States
|
|
International
|
|
|
|
|
||||||||||||||||
Change in Benefit Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligations at beginning of year
|
|
$
|
2,147
|
|
|
$
|
2,363
|
|
|
$
|
787
|
|
|
$
|
847
|
|
|
$
|
876
|
|
|
$
|
960
|
|
Service cost
|
|
1
|
|
|
1
|
|
|
14
|
|
|
14
|
|
|
15
|
|
|
16
|
|
||||||
Interest cost
|
|
90
|
|
|
86
|
|
|
22
|
|
|
21
|
|
|
41
|
|
|
38
|
|
||||||
Participants’ contributions
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Acquisitions/plan amendments
|
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
|
181
|
|
|
(139
|
)
|
|
82
|
|
|
(11
|
)
|
|
166
|
|
|
(88
|
)
|
||||||
Foreign exchange impact
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(40
|
)
|
|
1
|
|
|
(5
|
)
|
||||||
Termination benefits (1)
|
|
7
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailments and settlements
|
|
—
|
|
|
(4
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
|
(154
|
)
|
|
(169
|
)
|
|
(35
|
)
|
|
(42
|
)
|
|
(49
|
)
|
|
(45
|
)
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit obligations at end of year
|
|
$
|
2,272
|
|
|
$
|
2,147
|
|
|
$
|
876
|
|
|
$
|
787
|
|
|
$
|
1,050
|
|
|
$
|
876
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair value of plan assets at beginning of year
|
|
$
|
1,568
|
|
|
$
|
1,812
|
|
|
$
|
510
|
|
|
$
|
575
|
|
|
$
|
54
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
262
|
|
|
(101
|
)
|
|
76
|
|
|
(16
|
)
|
|
8
|
|
|
(1
|
)
|
||||||
Company contributions
|
|
130
|
|
|
30
|
|
|
30
|
|
|
27
|
|
|
24
|
|
|
100
|
|
||||||
Participants’ contributions
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Foreign exchange impact
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlements and acquisitions
|
|
—
|
|
|
(4
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
|
(154
|
)
|
|
(169
|
)
|
|
(35
|
)
|
|
(42
|
)
|
|
(49
|
)
|
|
(45
|
)
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
|
$
|
1,806
|
|
|
$
|
1,568
|
|
|
$
|
586
|
|
|
$
|
510
|
|
|
$
|
37
|
|
|
$
|
54
|
|
Funded Status
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Benefit obligations at end of year
|
|
$
|
2,272
|
|
|
$
|
2,147
|
|
|
$
|
876
|
|
|
$
|
787
|
|
|
$
|
1,050
|
|
|
$
|
876
|
|
Fair value of plan assets at end of year
|
|
1,806
|
|
|
1,568
|
|
|
586
|
|
|
510
|
|
|
37
|
|
|
54
|
|
||||||
Net amount recognized
|
|
$
|
(466
|
)
|
|
$
|
(579
|
)
|
|
$
|
(290
|
)
|
|
$
|
(277
|
)
|
|
$
|
(1,013
|
)
|
|
$
|
(822
|
)
|
Amounts Recognized in Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(28
|
)
|
|
(26
|
)
|
|
(13
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|
(46
|
)
|
||||||
Noncurrent liabilities
|
|
(438
|
)
|
|
(553
|
)
|
|
(290
|
)
|
|
(271
|
)
|
|
(1,000
|
)
|
|
(776
|
)
|
||||||
Net amount recognized
|
|
$
|
(466
|
)
|
|
$
|
(579
|
)
|
|
$
|
(290
|
)
|
|
$
|
(277
|
)
|
|
$
|
(1,013
|
)
|
|
$
|
(822
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial loss
|
|
$
|
910
|
|
|
$
|
940
|
|
|
$
|
238
|
|
|
$
|
226
|
|
|
$
|
388
|
|
|
$
|
239
|
|
Transition/prior service cost
|
|
1
|
|
|
1
|
|
|
7
|
|
|
6
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
|
|
$
|
911
|
|
|
$
|
941
|
|
|
$
|
245
|
|
|
$
|
232
|
|
|
$
|
387
|
|
|
$
|
238
|
|
Accumulated benefit obligation
|
|
$
|
2,236
|
|
|
$
|
2,090
|
|
|
$
|
816
|
|
|
$
|
731
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Pension Plans
|
|
Other Retiree Benefit Plans
|
||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
|
|
United States
|
|
International
|
|
|
|
|
||||||||||
Weighted-Average Assumptions Used to Determine Benefit Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Discount rate
|
|
3.40
|
%
|
|
4.38
|
%
|
|
2.06
|
%
|
|
2.80
|
%
|
|
3.56
|
%
|
|
4.43
|
%
|
Long-term rate of return on plan assets
|
|
6.30
|
%
|
|
6.60
|
%
|
|
3.38
|
%
|
|
4.06
|
%
|
|
6.30
|
%
|
|
6.60
|
%
|
Long-term rate of compensation increase
|
|
3.50
|
%
|
|
3.50
|
%
|
|
2.83
|
%
|
|
2.86
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
ESOP growth rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
Medical cost trend rate of increase
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
Interest Crediting Rate
|
|
3.21
|
%
|
|
4.38
|
%
|
|
0.85
|
%
|
|
0.85
|
%
|
|
—
|
%
|
|
—
|
%
|
(1)
|
Represents pension and other retiree benefit enhancements incurred in 2019 and 2018 pursuant to the Global Growth and Efficiency Program.
|
|
|
Years Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Benefit Obligation Exceeds Fair Value of Plan Assets
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
2,862
|
|
|
$
|
2,882
|
|
Fair value of plan assets
|
|
2,094
|
|
|
2,007
|
|
||
|
|
|
|
|
||||
Accumulated benefit obligation
|
|
875
|
|
|
2,689
|
|
||
Fair value of plan assets
|
|
166
|
|
|
1,924
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Benefit Obligation Exceeds Fair Value of Plan Assets
|
|
|
|
|
||||
Accumulated postretirement benefit obligation
|
|
$
|
958
|
|
|
$
|
807
|
|
Fair value of plan assets
|
|
37
|
|
|
54
|
|
|
|
Pension Plans
|
|
Other Retiree Benefit Plans
|
||||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
|
United States
|
|
International
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
16
|
|
|
$
|
15
|
|
|
$
|
16
|
|
|
$
|
13
|
|
Interest cost
|
|
90
|
|
|
86
|
|
|
94
|
|
|
22
|
|
|
21
|
|
|
22
|
|
|
41
|
|
|
38
|
|
|
40
|
|
|||||||||
Annual ESOP allocation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Expected return on plan assets
|
|
(103
|
)
|
|
(115
|
)
|
|
(111
|
)
|
|
(19
|
)
|
|
(21
|
)
|
|
(22
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|||||||||
Amortization of transition and prior service costs (credits)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of actuarial loss
|
|
51
|
|
|
47
|
|
|
48
|
|
|
9
|
|
|
8
|
|
|
10
|
|
|
11
|
|
|
14
|
|
|
13
|
|
|||||||||
Net periodic benefit cost
|
|
$
|
39
|
|
|
$
|
19
|
|
|
$
|
32
|
|
|
$
|
27
|
|
|
$
|
22
|
|
|
$
|
26
|
|
|
$
|
64
|
|
|
$
|
66
|
|
|
$
|
66
|
|
Other postretirement charges
|
|
7
|
|
|
9
|
|
|
24
|
|
|
1
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||||
Total pension cost
|
|
$
|
46
|
|
|
$
|
28
|
|
|
$
|
56
|
|
|
$
|
28
|
|
|
$
|
24
|
|
|
$
|
30
|
|
|
$
|
64
|
|
|
$
|
66
|
|
|
$
|
63
|
|
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
|
4.38
|
%
|
|
3.73
|
%
|
|
4.27
|
%
|
|
2.80
|
%
|
|
2.53
|
%
|
|
2.59
|
%
|
|
4.43
|
%
|
|
3.80
|
%
|
|
4.41
|
%
|
|||||||||
Long-term rate of return on plan assets
|
|
6.60
|
%
|
|
6.60
|
%
|
|
6.80
|
%
|
|
4.06
|
%
|
|
4.04
|
%
|
|
4.14
|
%
|
|
6.60
|
%
|
|
6.60
|
%
|
|
6.80
|
%
|
|||||||||
Long-term rate of compensation increase
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
2.86
|
%
|
|
2.79
|
%
|
|
2.58
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||||||||
ESOP growth rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
|||||||||
Medical cost trend rate of increase
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
6.33
|
%
|
|||||||||
Interest Crediting Rate
|
|
4.26
|
%
|
|
3.73
|
%
|
|
4.27
|
%
|
|
0.85
|
%
|
|
0.85
|
%
|
|
0.65
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Pension Plans
|
|
|
|
|
||||||||||
Years Ended December 31,
|
|
United States
|
|
International
|
|
Other Retiree Benefit Plans
|
|
Total
|
||||||||
2020
|
|
$
|
146
|
|
|
$
|
36
|
|
|
$
|
49
|
|
|
$
|
231
|
|
2021
|
|
147
|
|
|
37
|
|
|
50
|
|
|
234
|
|
||||
2022
|
|
151
|
|
|
37
|
|
|
51
|
|
|
239
|
|
||||
2023
|
|
149
|
|
|
39
|
|
|
52
|
|
|
240
|
|
||||
2024
|
|
152
|
|
|
42
|
|
|
53
|
|
|
247
|
|
||||
2025-2029
|
|
722
|
|
|
219
|
|
|
272
|
|
|
1,213
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
1,050
|
|
|
$
|
1,175
|
|
|
$
|
1,072
|
|
International
|
|
2,251
|
|
|
2,289
|
|
|
2,415
|
|
|||
Total Income before income taxes
|
|
$
|
3,301
|
|
|
$
|
3,464
|
|
|
$
|
3,487
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
180
|
|
|
$
|
213
|
|
|
$
|
338
|
|
International
|
|
594
|
|
|
693
|
|
|
975
|
|
|||
Total Provision for income taxes
|
|
$
|
774
|
|
|
$
|
906
|
|
|
$
|
1,313
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Goodwill and intangible assets
|
|
$
|
34
|
|
|
$
|
2
|
|
|
$
|
135
|
|
Property, plant and equipment
|
|
12
|
|
|
(15
|
)
|
|
84
|
|
|||
Pension and other retiree benefits
|
|
(13
|
)
|
|
(7
|
)
|
|
(192
|
)
|
|||
Stock-based compensation
|
|
(1
|
)
|
|
9
|
|
|
(28
|
)
|
|||
Tax credits and tax loss carryforwards
|
|
3
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Deferred withholding tax
|
|
(21
|
)
|
|
(100
|
)
|
|
(119
|
)
|
|||
Other, net
|
|
(33
|
)
|
|
62
|
|
|
16
|
|
|||
Total deferred tax benefit (provision)
|
|
$
|
(19
|
)
|
|
$
|
(53
|
)
|
|
$
|
(108
|
)
|
Percentage of Income before income taxes
|
|
2019
|
|
2018
|
|
2017
|
|||
Tax at United States statutory rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
|
0.6
|
|
|
1.0
|
|
|
0.5
|
|
Earnings taxed at other than United States statutory rate
|
|
4.7
|
|
|
5.6
|
|
|
(3.4
|
)
|
Charge for U.S. tax reform(1)
|
|
—
|
|
|
2.3
|
|
|
7.9
|
|
Excess tax benefits from stock-based compensation
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(1.4
|
)
|
Foreign Tax Credit Carryback(2)
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
Benefit for foreign tax matters(3)
|
|
(0.9
|
)
|
|
(0.4
|
)
|
|
—
|
|
Foreign-derived intangible income benefit
|
|
(1.3
|
)
|
|
(1.1
|
)
|
|
—
|
|
Other, net
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.9
|
)
|
Effective tax rate
|
|
23.4
|
%
|
|
26.2
|
%
|
|
37.7
|
%
|
(1)
|
On December 22, 2017, the TCJA was enacted, which, among other things, lowered the U.S. corporate income tax rate to 21% from 35% and established a modified territorial system requiring a mandatory deemed repatriation tax on undistributed earnings of foreign subsidiaries. Beginning in 2018, the TCJA also requires a minimum tax on certain earnings generated by foreign subsidiaries while providing for tax-free repatriation of such earnings through a 100% dividends-received deduction. The Company’s effective income tax rate in 2017 included a provisional charge of $275, recorded in the fourth quarter of 2017, based on its initial analysis of the TCJA using information and estimates available as of February 15, 2018, the date on which the Company filed its Annual Report on Form 10-K for the year ended December 31, 2017. During 2018, the Company finalized its assessment of the impact of the TCJA and recognized an additional tax expense of $80 reflecting the impact of transition tax guidance issued by the U.S. Treasury and the update of certain estimates and calculations based on information available through the end of 2018. Any further guidance issued after December 31, 2018 may have an impact to the Company’s Provision for income tax in the period such guidance is effective.
|
(2)
|
In 2018, the Company generated excess foreign taxes associated with its foreign branch operations which are being carried back to 2017. This item is not expected to be recurring.
|
(3)
|
In December 2019, the Swiss government enacted changes to its corporate tax regime, which included, among other items, the repeal of certain preferential tax regimes and an increase to the cantonal tax rate for future periods. Additionally, the government provided transition rules which allowed companies to record goodwill for tax purposes, partially offsetting the impact on cash taxes of the higher cantonal rate over the next ten years. As a result of these changes, the Company recorded an estimated net benefit of $29 to the Provision for income taxes. In 2018, the benefit from a tax matter of $15 relates to several Supreme Court and Administrative Court rulings in a foreign jurisdiction allowing certain tax deductions which had the effect of reversing prior decisions.
|
|
|
2019
|
|
2018
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Goodwill and intangible assets
|
|
$
|
(598
|
)
|
|
$
|
(344
|
)
|
Property, plant and equipment
|
|
(303
|
)
|
|
(311
|
)
|
||
Deferred withholding tax
|
|
(207
|
)
|
|
(181
|
)
|
||
Other
|
|
(46
|
)
|
|
(75
|
)
|
||
Total deferred tax liabilities
|
|
(1,154
|
)
|
|
(911
|
)
|
||
Deferred tax assets:
|
|
|
|
|
|
|
||
Pension and other retiree benefits
|
|
381
|
|
|
354
|
|
||
Tax credits and tax loss carryforwards
|
|
93
|
|
|
89
|
|
||
Accrued liabilities
|
|
221
|
|
|
180
|
|
||
Stock-based compensation
|
|
88
|
|
|
95
|
|
||
Other
|
|
100
|
|
|
164
|
|
||
Total deferred tax assets
|
|
883
|
|
|
882
|
|
||
Valuation Allowance
|
|
$
|
(59
|
)
|
|
$
|
(54
|
)
|
Net deferred tax assets
|
|
$
|
824
|
|
|
$
|
828
|
|
Net deferred income taxes
|
|
$
|
(330
|
)
|
|
$
|
(83
|
)
|
|
|
2019
|
|
2018
|
||||
Deferred taxes included within:
|
|
|
|
|
||||
Assets:
|
|
|
|
|
||||
Deferred income taxes
|
|
$
|
177
|
|
|
$
|
152
|
|
Liabilities:
|
|
|
|
|
||||
Deferred income taxes
|
|
(507
|
)
|
|
(235
|
)
|
||
Net deferred income taxes
|
|
$
|
(330
|
)
|
|
$
|
(83
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits:
|
|
|
|
|
|
|
||||||
Balance, January 1
|
|
$
|
190
|
|
|
$
|
214
|
|
|
$
|
201
|
|
Increases as a result of tax positions taken during the current year
|
|
14
|
|
|
14
|
|
|
13
|
|
|||
Decreases of tax positions taken during prior years
|
|
(21
|
)
|
|
(37
|
)
|
|
(9
|
)
|
|||
Increases of tax positions taken during prior years
|
|
20
|
|
|
9
|
|
|
15
|
|
|||
Decreases as a result of settlements with taxing authorities and the expiration of statutes of limitations
|
|
(30
|
)
|
|
(6
|
)
|
|
(15
|
)
|
|||
Effect of foreign currency rate movements
|
|
—
|
|
|
(4
|
)
|
|
9
|
|
|||
Balance, December 31
|
|
$
|
173
|
|
|
$
|
190
|
|
|
$
|
214
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
|||||||||||||||
Basic EPS
|
$
|
2,367
|
|
|
859.1
|
|
|
$
|
2.76
|
|
|
$
|
2,400
|
|
|
870.6
|
|
|
$
|
2.76
|
|
|
$
|
2,024
|
|
|
881.8
|
|
|
$
|
2.30
|
|
Stock options and restricted stock units
|
|
|
2.0
|
|
|
|
|
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
6.0
|
|
|
|
|
|||||||
Diluted EPS
|
$
|
2,367
|
|
|
861.1
|
|
|
$
|
2.75
|
|
|
$
|
2,400
|
|
|
873.0
|
|
|
$
|
2.75
|
|
|
$
|
2,024
|
|
|
887.8
|
|
|
$
|
2.28
|
|
▪
|
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 indemnified for these fines by Unilever pursuant to the Sale and Purchase Agreement. The fines were confirmed by the Court of Appeal in October 2016. The Company appealed the decision of the Court of Appeal on behalf of the Company and Sara Lee in the French Supreme Court. In March 2019, the French Supreme Court denied the Company's appeal.
|
▪
|
In July 2014, the Greek competition law authority issued a statement of objections alleging a restriction of parallel imports into Greece. The Company responded to this statement of objections. In July 2017, the Company received the decision from the Greek competition law authority in which the Company was fined $11. The Company appealed the decision to the Greek courts. In April 2019, the Greek courts affirmed the judgment against the Company's Greek subsidiary, but reduced the fine to $10.5 and dismissed the case against Colgate-Palmolive Company. The Company's Greek subsidiary has appealed
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
||||||
North America(1)
|
|
$
|
3,424
|
|
|
$
|
3,348
|
|
|
$
|
3,117
|
|
Latin America
|
|
3,606
|
|
|
3,605
|
|
|
3,887
|
|
|||
Europe
|
|
2,450
|
|
|
2,502
|
|
|
2,394
|
|
|||
Asia Pacific
|
|
2,707
|
|
|
2,734
|
|
|
2,781
|
|
|||
Africa/Eurasia
|
|
981
|
|
|
967
|
|
|
983
|
|
|||
Total Oral, Personal and Home Care
|
|
13,168
|
|
|
13,156
|
|
|
13,162
|
|
|||
Pet Nutrition(2)
|
|
2,525
|
|
|
2,388
|
|
|
2,292
|
|
|||
Total Net sales
|
|
$
|
15,693
|
|
|
$
|
15,544
|
|
|
$
|
15,454
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating profit
|
|
|
|
|
|
|
||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
|
|
||||
North America
|
|
$
|
982
|
|
|
$
|
1,037
|
|
|
$
|
1,043
|
|
Latin America
|
|
963
|
|
|
995
|
|
|
1,171
|
|
|||
Europe
|
|
624
|
|
|
634
|
|
|
605
|
|
|||
Asia Pacific
|
|
749
|
|
|
777
|
|
|
842
|
|
|||
Africa/Eurasia
|
|
187
|
|
|
173
|
|
|
180
|
|
|||
Total Oral, Personal and Home Care
|
|
3,505
|
|
|
3,616
|
|
|
3,841
|
|
|||
Pet Nutrition
|
|
703
|
|
|
680
|
|
|
677
|
|
|||
Corporate
|
|
(654
|
)
|
|
(602
|
)
|
|
(811
|
)
|
|||
Total Operating profit
|
|
$
|
3,554
|
|
|
$
|
3,694
|
|
|
$
|
3,707
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Capital expenditures
|
|
|
|
|
|
|
||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
|
|
||||
North America
|
|
$
|
43
|
|
|
$
|
53
|
|
|
$
|
74
|
|
Latin America
|
|
90
|
|
|
131
|
|
|
127
|
|
|||
Europe
|
|
42
|
|
|
39
|
|
|
63
|
|
|||
Asia Pacific
|
|
40
|
|
|
75
|
|
|
125
|
|
|||
Africa/Eurasia
|
|
8
|
|
|
11
|
|
|
13
|
|
|||
Total Oral, Personal and Home Care
|
|
223
|
|
|
309
|
|
|
402
|
|
|||
Pet Nutrition
|
|
41
|
|
|
35
|
|
|
33
|
|
|||
Corporate
|
|
71
|
|
|
92
|
|
|
118
|
|
|||
Total Capital expenditures
|
|
$
|
335
|
|
|
$
|
436
|
|
|
$
|
553
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
|
|
||||
North America
|
|
$
|
94
|
|
|
$
|
88
|
|
|
$
|
58
|
|
Latin America
|
|
84
|
|
|
82
|
|
|
82
|
|
|||
Europe
|
|
72
|
|
|
70
|
|
|
74
|
|
|||
Asia Pacific
|
|
100
|
|
|
103
|
|
|
101
|
|
|||
Africa/Eurasia
|
|
8
|
|
|
8
|
|
|
8
|
|
|||
Total Oral, Personal and Home Care
|
|
358
|
|
|
351
|
|
|
323
|
|
|||
Pet Nutrition
|
|
55
|
|
|
53
|
|
|
53
|
|
|||
Corporate
|
|
106
|
|
|
107
|
|
|
99
|
|
|||
Total Depreciation and amortization
|
|
$
|
519
|
|
|
$
|
511
|
|
|
$
|
475
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Identifiable assets
|
|
|
|
|
|
|
||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
3,576
|
|
|
$
|
3,310
|
|
|
$
|
2,608
|
|
Latin America
|
|
2,384
|
|
|
2,225
|
|
|
2,423
|
|
|||
Europe
|
|
5,104
|
|
|
2,883
|
|
|
3,781
|
|
|||
Asia Pacific
|
|
2,155
|
|
|
2,148
|
|
|
2,244
|
|
|||
Africa/Eurasia
|
|
590
|
|
|
502
|
|
|
544
|
|
|||
Total Oral, Personal and Home Care
|
|
13,809
|
|
|
11,068
|
|
|
11,600
|
|
|||
Pet Nutrition
|
|
1,175
|
|
|
1,033
|
|
|
1,026
|
|
|||
Corporate(1)
|
|
50
|
|
|
60
|
|
|
50
|
|
|||
Total Identifiable assets(2)
|
|
$
|
15,034
|
|
|
$
|
12,161
|
|
|
$
|
12,676
|
|
(1)
|
In 2019, Corporate identifiable assets primarily consist of derivative instruments (2%) and investments in equity securities (92%). In 2018, Corporate identifiable assets primarily consist of derivative instruments (7%) and investments in equity securities (88%). In 2017, Corporate identifiable assets primarily consist of derivative instruments (5%) and investments in equity securities (86%).
|
(2)
|
Long-lived assets in the U.S., primarily property, plant and equipment and goodwill and other intangibles represented approximately one-third of total long-lived assets of $10,192 in 2019, one-half of total long-lived assets of $8,259 in 2018 , and one-third of total long-lived assets of $7,908 in 2017.
|
Other assets
|
$
|
502
|
|
|
|
||
Other accruals
|
$
|
145
|
|
Other liabilities
|
491
|
|
|
Total operating lease liabilities
|
$
|
636
|
|
2020
|
$
|
167
|
|
2021
|
127
|
|
|
2022
|
101
|
|
|
2023
|
63
|
|
|
2024
|
36
|
|
|
Thereafter
|
241
|
|
|
Total lease commitments
|
$
|
735
|
|
Less: Interest
|
(99
|
)
|
|
Present value of lease liabilities
|
$
|
636
|
|
Operating lease cost
|
$
|
169
|
|
Short-term lease cost
|
5
|
|
|
Variable lease cost
|
30
|
|
|
Sublease income
|
—
|
|
|
Total lease cost
|
$
|
204
|
|
2019
|
$
|
193
|
|
2020
|
165
|
|
|
2021
|
123
|
|
|
2022
|
102
|
|
|
2023
|
51
|
|
|
Thereafter
|
32
|
|
Other (income) expense, net
|
|
2019
|
|
2018
|
|
2017
|
||||||
Global Growth and Efficiency Program
|
|
$
|
57
|
|
|
$
|
88
|
|
|
$
|
152
|
|
Amortization of intangible assets
|
|
62
|
|
|
59
|
|
|
35
|
|
|||
Equity income
|
|
(9
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|||
Value-added tax matter in Brazil
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|||
Write-off of certain investments and fixed assets
|
|
51
|
|
|
1
|
|
|
14
|
|
|||
Acquisition-related costs
|
|
21
|
|
|
—
|
|
|
—
|
|
|||
Charges for a change in go-to-market strategy in certain countries
|
|
15
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
29
|
|
|
10
|
|
|
(17
|
)
|
|||
Total Other (income) expense, net
|
|
$
|
196
|
|
|
$
|
148
|
|
|
$
|
173
|
|
Interest (income) expense, net
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest incurred
|
|
$
|
193
|
|
|
$
|
195
|
|
|
$
|
156
|
|
Interest capitalized
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Interest income
|
|
(47
|
)
|
|
(50
|
)
|
|
(51
|
)
|
|||
Total Interest (income) expense, net
|
|
$
|
145
|
|
|
$
|
143
|
|
|
$
|
102
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Research and development
|
|
$
|
281
|
|
|
$
|
277
|
|
|
$
|
285
|
|
Advertising
|
|
$
|
1,694
|
|
|
$
|
1,590
|
|
|
$
|
1,573
|
|
Inventories
|
|
2019
|
|
2018
|
||||
Raw materials and supplies
|
|
$
|
305
|
|
|
$
|
253
|
|
Work-in-process
|
|
49
|
|
|
37
|
|
||
Finished goods
|
|
1,056
|
|
|
960
|
|
||
Total Inventories, net
|
|
$
|
1,410
|
|
|
$
|
1,250
|
|
Non-current inventory, net
|
|
(10
|
)
|
|
—
|
|
||
Current Inventories, net
|
|
$
|
1,400
|
|
|
$
|
1,250
|
|
Property, plant and equipment, net
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
153
|
|
|
$
|
152
|
|
Buildings
|
|
1,600
|
|
|
1,604
|
|
||
Manufacturing machinery and equipment
|
|
5,309
|
|
|
5,157
|
|
||
Other equipment
|
|
1,518
|
|
|
1,423
|
|
||
|
|
8,580
|
|
|
8,336
|
|
||
Accumulated depreciation
|
|
(4,830
|
)
|
|
(4,455
|
)
|
||
Total Property, plant and equipment, net
|
|
$
|
3,750
|
|
|
$
|
3,881
|
|
Other accruals
|
|
2019
|
|
2018
|
||||
Accrued advertising and coupon redemption
|
|
$
|
525
|
|
|
$
|
486
|
|
Accrued payroll and employee benefits
|
|
340
|
|
|
275
|
|
||
Accrued taxes other than income taxes
|
|
104
|
|
|
127
|
|
||
Restructuring accrual
|
|
85
|
|
|
148
|
|
||
Pension and other retiree benefits
|
|
54
|
|
|
84
|
|
||
Lease Liabilities Due in One Year
|
|
145
|
|
|
—
|
|
||
Accrued interest
|
|
43
|
|
|
35
|
|
||
Derivatives
|
|
16
|
|
|
9
|
|
||
Other
|
|
605
|
|
|
532
|
|
||
Total Other accruals
|
|
$
|
1,917
|
|
|
$
|
1,696
|
|
Other liabilities
|
|
2019
|
|
2018
|
||||
Pension and other retiree benefits
|
|
$
|
1,728
|
|
|
$
|
1,600
|
|
Restructuring accrual
|
|
15
|
|
|
54
|
|
||
Long-Term Lease Liabilities
|
|
491
|
|
|
—
|
|
||
Other
|
|
364
|
|
|
380
|
|
||
Total Other liabilities
|
|
$
|
2,598
|
|
|
$
|
2,034
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
Pre-tax
|
Net of Tax
|
|
Pre-tax
|
Net of Tax
|
|
Pre-tax
|
Net of Tax
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative translation adjustments
|
|
$
|
49
|
|
$
|
27
|
|
|
$
|
(233
|
)
|
$
|
(218
|
)
|
|
$
|
218
|
|
$
|
285
|
|
Pension and other benefits:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss), prior
service costs and settlements
during the period
|
|
(204
|
)
|
(154
|
)
|
|
(21
|
)
|
(16
|
)
|
|
21
|
|
9
|
|
||||||
Amortization of net actuarial loss,
transition and prior service costs(1)
|
|
72
|
|
54
|
|
|
69
|
|
54
|
|
|
71
|
|
45
|
|
||||||
Retirement Plan and other retiree benefit
adjustments
|
|
(132
|
)
|
(100
|
)
|
|
48
|
|
38
|
|
|
92
|
|
54
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) on cash flow
hedges
|
|
(9
|
)
|
(7
|
)
|
|
10
|
|
8
|
|
|
(25
|
)
|
(16
|
)
|
||||||
Reclassification of (gains) losses
into net earnings on cash flow
hedges(2)
|
|
(6
|
)
|
(5
|
)
|
|
3
|
|
2
|
|
|
3
|
|
2
|
|
||||||
Gains (losses) on cash flow hedges
|
|
(15
|
)
|
(12
|
)
|
|
13
|
|
10
|
|
|
(22
|
)
|
(14
|
)
|
||||||
Total Other comprehensive income (loss)
|
|
$
|
(98
|
)
|
$
|
(85
|
)
|
|
$
|
(172
|
)
|
$
|
(170
|
)
|
|
$
|
288
|
|
$
|
325
|
|
(1)
|
These components of Other comprehensive income (loss) are included in the computation of total pension cost. See Note 10, Retirement Plans and Other Retiree Benefits for additional details.
|
(2)
|
These (gains) losses are reclassified into Cost of sales. See Note 7, Fair Value Measurements and Financial Instruments for additional details.
|
|
Total
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
15,693
|
|
|
$
|
3,884
|
|
|
$
|
3,866
|
|
|
$
|
3,928
|
|
|
$
|
4,015
|
|
|
Gross profit
|
9,325
|
|
(1)
|
2,287
|
|
(3)
|
2,308
|
|
(5)
|
2,316
|
|
(7)
|
2,414
|
|
(9)
|
|||||
Net income including noncontrolling interests
|
2,527
|
|
(2)
|
600
|
|
(4)
|
618
|
|
(6)
|
627
|
|
(8)
|
682
|
|
(10)
|
|||||
Net income attributable to Colgate-Palmolive Company
|
2,367
|
|
(2)
|
560
|
|
(4)
|
586
|
|
(6)
|
578
|
|
(8)
|
643
|
|
(10)
|
|||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
2.76
|
|
(2)
|
0.65
|
|
(4)
|
0.68
|
|
(6)
|
0.67
|
|
(8)
|
0.75
|
|
(10)
|
|||||
Diluted
|
2.75
|
|
(2)
|
0.65
|
|
(4)
|
0.68
|
|
(6)
|
0.67
|
|
(8)
|
0.75
|
|
(10)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
15,544
|
|
|
$
|
4,002
|
|
|
$
|
3,886
|
|
|
$
|
3,845
|
|
|
$
|
3,811
|
|
|
Gross profit
|
9,231
|
|
(11)
|
2,408
|
|
(13)
|
2,301
|
|
(15)
|
2,269
|
|
(17)
|
2,253
|
|
(19)
|
|||||
Net income including noncontrolling interests
|
2,558
|
|
(12)
|
678
|
|
(14)
|
675
|
|
(16)
|
562
|
|
(18)
|
643
|
|
(20)
|
|||||
Net income attributable to Colgate-Palmolive Company
|
2,400
|
|
(12)
|
634
|
|
(14)
|
637
|
|
(16)
|
523
|
|
(18)
|
606
|
|
(20)
|
|||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
2.76
|
|
(12)
|
0.72
|
|
(14)
|
0.73
|
|
(16)
|
0.60
|
|
(18)
|
0.70
|
|
(20)
|
|||||
Diluted
|
2.75
|
|
(12)
|
0.72
|
|
(14)
|
0.73
|
|
(16)
|
0.60
|
|
(18)
|
0.70
|
|
(20)
|
Note:
|
Basic and diluted earnings per share are computed independently for each quarter and the year-to-date period presented. Accordingly, the sum of the quarterly earnings per common share may not necessarily equal the earnings per share for the year-to-date period.
|
(1)
|
Gross profit for the full year of 2019 includes $8 of charges related to the Global Growth and Efficiency Program, and a $3 charge for acquisition-related costs.
|
(2)
|
Net income including noncontrolling interests, Net income attributable to Colgate-Palmolive Company and Earnings per common share for the full year of 2019 includes $102 of aftertax charges related to the Global Growth and Efficiency Program, a $20 aftertax charge for acquisition-related costs, a $20 aftertax benefit related to a value added tax matter in Brazil and a $29 tax benefit related to Swiss income tax reform.
|
(3)
|
Gross profit for the first quarter of 2019 includes $11 of charges related to the Global Growth and Efficiency Program.
|
(4)
|
Net income including noncontrolling interests, Net income attributable to Colgate-Palmolive Company and Earnings per common share for the first quarter of 2019 include $22 of aftertax charges related to the Global Growth and Efficiency Program.
|
(5)
|
Gross profit for the second quarter of 2019 includes $3 of benefit related to the Global Growth and Efficiency Program.
|
(6)
|
Net income including noncontrolling interests, Net income attributable to Colgate-Palmolive Company and Earnings per common share for the second quarter of 2019 includes $31 of aftertax charges related to the Global Growth and Efficiency Program.
|
(7)
|
Gross profit for the third quarter of 2019 includes $1 of charges related to the Global Growth and Efficiency Program.
|
(8)
|
Net income including noncontrolling interests, Net income attributable to Colgate-Palmolive Company and Earnings per common share for the third quarter of 2019 include $22 of aftertax charges related to the Global Growth and Efficiency Program and a $14 aftertax charge for acquisition-related costs.
|
(9)
|
Gross profit for the fourth quarter of 2019 includes $1 of benefit related to the Global Growth and Efficiency Program, and a $3 charge for acquisition-related costs.
|
(10)
|
Net income including noncontrolling interests, Net income attributable to Colgate-Palmolive Company and Earnings per common share for the fourth quarter of 2019 include $27 of aftertax charges related to the Global Growth and Efficiency Program, a $6 charge for acquisition-related costs, a $20 aftertax benefit related to a value added tax matter in Brazil and a $29 tax benefit related to Swiss income tax reform.
|
(11)
|
Gross profit for the full year of 2018 includes $31 of charges related to the Global Growth and Efficiency Program.
|
(12)
|
Net income including noncontrolling interests for the full year of 2018 includes $124 of aftertax charges related to the Global Growth and Efficiency Program. Net income attributable to Colgate-Palmolive Company and Earnings per common share for the full year of 2018 include $125 of aftertax charges related to the Global Growth and Efficiency Program, an $80 charge related to U.S. tax reform and a $15 benefit from a foreign tax matter.
|
(13)
|
Gross profit for the first quarter of 2018 includes $6 of charges related to the Global Growth and Efficiency Program.
|
(14)
|
Net income including noncontrolling interests, Net income attributable to Colgate-Palmolive Company and Earnings per common share for the first quarter of 2018 include $20 of aftertax charges related to the Global Growth and Efficiency Program.
|
(15)
|
Gross profit for the second quarter of 2018 includes $5 of charges related to the Global Growth and Efficiency Program.
|
(16)
|
Net income including noncontrolling interests for the second quarter of 2018 includes $48 of aftertax charges related to the Global Growth and Efficiency Program. Net income attributable to Colgate-Palmolive Company and Earnings per common share for the second quarter of 2018 include $51 of aftertax charges related to the Global Growth and Efficiency Program and a $15 benefit from a foreign tax matter.
|
(17)
|
Gross profit for the third quarter of 2018 includes $8 of charges related to the Global Growth and Efficiency Program.
|
(18)
|
Net income including noncontrolling interests, Net income attributable to Colgate-Palmolive Company and Earnings per common share for the third quarter of 2018 include $22 of aftertax charges related to the Global Growth and Efficiency Program and a $80 charge related to U.S. tax reform.
|
(19)
|
Gross profit for the fourth quarter of 2018 includes $12 of charges related to the Global Growth and Efficiency Program.
|
(20)
|
Net income including noncontrolling interests for the fourth quarter of 2018 include $34 of aftertax charges related to the Global Growth and Efficiency Program. Net income attributable to Colgate-Palmolive Company and Earnings per common share for the fourth quarter of 2018 include $32 of aftertax charges related to the Global Growth and Efficiency Program.
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Other
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and estimated returns
|
|
$
|
82
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
76
|
|
Valuation allowance for deferred tax assets
|
|
$
|
54
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts and estimated returns
|
|
$
|
77
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
82
|
|
Valuation allowance for deferred tax assets
|
|
$
|
9
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts and estimated returns
|
|
$
|
73
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
77
|
|
Valuation allowance for deferred tax assets
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
||||||||||||||||||||
Continuing Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net sales
|
|
$
|
15,693
|
|
|
$
|
15,544
|
|
|
$
|
15,454
|
|
|
$
|
15,195
|
|
|
$
|
16,034
|
|
|
$
|
17,277
|
|
|
$
|
17,420
|
|
|
$
|
17,085
|
|
|
$
|
16,734
|
|
|
$
|
15,564
|
|
|
Results of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income attributable to Colgate-Palmolive Company
|
|
2,367
|
|
(1)
|
2,400
|
|
(2)
|
2,024
|
|
(3)
|
2,441
|
|
(4)
|
1,384
|
|
(5)
|
2,180
|
|
(6)
|
2,241
|
|
(7)
|
2,472
|
|
(8)
|
2,431
|
|
(9)
|
2,203
|
|
(10)
|
||||||||||
Earnings per common share, basic
|
|
2.76
|
|
(1)
|
2.76
|
|
(2)
|
2.30
|
|
(3)
|
2.74
|
|
(4)
|
1.53
|
|
(5)
|
2.38
|
|
(6)
|
2.41
|
|
(7)
|
2.60
|
|
(8)
|
2.49
|
|
(9)
|
2.22
|
|
(10)
|
||||||||||
Earnings per common share, diluted
|
|
2.75
|
|
(1)
|
2.75
|
|
(2)
|
2.28
|
|
(3)
|
2.72
|
|
(4)
|
1.52
|
|
(5)
|
2.36
|
|
(6)
|
2.38
|
|
(7)
|
2.57
|
|
(8)
|
2.47
|
|
(9)
|
2.16
|
|
(10)
|
||||||||||
Depreciation and amortization expense
|
|
519
|
|
|
511
|
|
|
475
|
|
|
443
|
|
|
449
|
|
|
442
|
|
|
439
|
|
|
425
|
|
|
421
|
|
|
376
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Current ratio
|
|
1.0
|
|
|
1.1
|
|
|
1.4
|
|
|
1.3
|
|
|
1.2
|
|
|
1.2
|
|
|
1.1
|
|
|
1.2
|
|
|
1.2
|
|
|
1.0
|
|
|
||||||||||
Property, plant and equipment, net
|
|
3,750
|
|
|
3,881
|
|
|
4,072
|
|
|
3,840
|
|
|
3,796
|
|
|
4,080
|
|
|
4,083
|
|
|
3,842
|
|
|
3,668
|
|
|
3,693
|
|
|
||||||||||
Capital expenditures
|
|
335
|
|
|
436
|
|
|
553
|
|
|
593
|
|
|
691
|
|
|
757
|
|
|
670
|
|
|
565
|
|
|
537
|
|
|
550
|
|
|
||||||||||
Total assets
|
|
15,034
|
|
|
12,161
|
|
|
12,676
|
|
|
12,123
|
|
|
11,935
|
|
|
13,440
|
|
|
13,968
|
|
|
13,379
|
|
|
12,711
|
|
|
11,163
|
|
|
||||||||||
Long-term debt
|
|
7,333
|
|
|
6,354
|
|
|
6,566
|
|
|
6,520
|
|
|
6,246
|
|
|
5,625
|
|
|
4,732
|
|
|
4,911
|
|
|
4,417
|
|
|
2,806
|
|
|
||||||||||
Colgate-Palmolive Company shareholders’ equity
|
|
117
|
|
|
(102
|
)
|
|
(60
|
)
|
|
(243
|
)
|
|
(299
|
)
|
|
1,145
|
|
|
2,305
|
|
|
2,189
|
|
|
2,375
|
|
|
2,675
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Share and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Book value per common share
|
|
0.66
|
|
|
0.23
|
|
|
0.28
|
|
|
0.03
|
|
|
(0.04
|
)
|
|
1.55
|
|
|
2.79
|
|
|
2.60
|
|
|
2.71
|
|
|
2.95
|
|
|
||||||||||
Cash dividends declared and paid per common share
|
|
1.71
|
|
|
1.66
|
|
|
1.59
|
|
|
1.55
|
|
|
1.50
|
|
|
1.42
|
|
|
1.33
|
|
|
1.22
|
|
|
1.14
|
|
|
1.02
|
|
|
||||||||||
Closing price
|
|
68.84
|
|
|
59.52
|
|
|
75.45
|
|
|
65.44
|
|
|
66.62
|
|
|
69.19
|
|
|
65.21
|
|
|
52.27
|
|
|
46.20
|
|
|
40.19
|
|
|
||||||||||
Number of common shares outstanding (in millions)
|
|
854.7
|
|
|
862.9
|
|
|
874.7
|
|
|
883.1
|
|
|
892.7
|
|
|
906.7
|
|
|
919.9
|
|
|
935.8
|
|
|
960.0
|
|
|
989.8
|
|
|
||||||||||
Number of common shareholders of record
|
|
20,556
|
|
|
21,900
|
|
|
22,700
|
|
|
23,600
|
|
|
24,400
|
|
|
25,400
|
|
|
26,900
|
|
|
27,600
|
|
|
28,900
|
|
|
29,900
|
|
|
||||||||||
Number of employees
|
|
34,300
|
|
|
34,500
|
|
|
35,900
|
|
|
36,700
|
|
|
37,900
|
|
|
37,700
|
|
|
37,400
|
|
|
37,700
|
|
|
38,600
|
|
|
39,200
|
|
|
Note:
|
All per share amounts and numbers of shares outstanding were adjusted for the two-for-one stock split of the Company’s common stock in 2013.
|
(1)
|
Net income attributable to Colgate-Palmolive Company and Earnings per common share for the full year of 2019 includes $102 of aftertax charges related to the Global Growth and Efficiency Program, a $20 aftertax charge for acquisition-related costs, a $20 aftertax benefit related to a value-added tax matter in Brazil and a $29 tax benefit related to Swiss income tax reform.
|
(2)
|
Net income attributable to Colgate-Palmolive Company and earnings per common share for the full year of 2018 include $125 of aftertax charges related to the Global Growth and Efficiency Program, a $15 benefit from a foreign tax matter, and an $80 charge related to U.S. tax reform.
|
(3)
|
Net income attributable to Colgate-Palmolive Company and earnings per common share for the full year of 2017 include $246 of aftertax charges related to the Global Growth and Efficiency Program and a $275 charge related to U.S. tax reform.
|
(4)
|
Net income attributable to Colgate-Palmolive Company and earnings per common share for the full year of 2016 include $168 of aftertax charges related to the Global Growth and Efficiency Program, a $63 aftertax gain on the sale of land in Mexico, $11 of aftertax charges for a litigation matter and $35 of benefits from tax matters.
|
(5)
|
Net income attributable to Colgate-Palmolive Company and earnings per common share for the full year of 2015 include a $1,058 aftertax charge related to the change in accounting for the Company’s Venezuelan operations, $183 of aftertax charges related to the Global Growth and Efficiency Program, $22 of aftertax charges related to the remeasurement of CP Venezuela’s local currency-denominated net monetary assets as a result of effective devaluations, $120 aftertax gain on the sale of the South Pacific laundry detergent business, a $14 aftertax charge for a litigation matter and a $15 charge for a tax matter.
|
(6)
|
Net income attributable to Colgate-Palmolive Company and earnings per common share in 2014 include $208 of aftertax charges related to the Global Growth and Efficiency Program, $214 of aftertax charges related to the remeasurement of CP Venezuela’s local currency-denominated net monetary assets as a result of effective devaluations, $41 of charges for litigation matters, $3 of aftertax costs related to the sale of land in Mexico and a $66 charge for a tax matter.
|
(7)
|
Net income attributable to Colgate-Palmolive Company and earnings per common share in 2013 include $278 of aftertax charges related to the Global Growth and Efficiency Program, a $111 aftertax charge related to the remeasurement of CP Venezuela’s local currency-denominated net monetary assets as a result of a devaluation, a $23 charge for a litigation matter and $12 of aftertax costs related to the sale of land in Mexico.
|
(8)
|
Net income attributable to Colgate-Palmolive Company and earnings per common share in 2012 include $70 of aftertax charges related to the Global Growth and Efficiency Program, $18 of aftertax costs related to the sale of land in Mexico and $14 of aftertax costs associated with various business realignment and other cost-saving initiatives.
|
(9)
|
Net income attributable to Colgate-Palmolive Company and earnings per common share in 2011 include an aftertax gain of $135 on the sale of the non-core laundry detergent business in Colombia, offset by $147 of aftertax costs associated with various business realignment and other cost-saving initiatives, $9 of aftertax costs related to the sale of land in Mexico and a $21 charge for a litigation matter.
|
(10)
|
Net income attributable to Colgate-Palmolive Company and earnings per common share in 2010 include a $271 one-time charge related to the transition to hyperinflationary accounting in Venezuela, $61 of aftertax charges for termination benefits related to overhead reduction initiatives, a $30 aftertax gain on sales of non-core product lines and a $31 benefit related to the reorganization of an overseas subsidiary.
|
•
|
The Company is incorporated in Delaware and is thus subject to the provisions of the DGCL, including Section 203 of the DGCL regarding business combinations with an interested stockholder.
|
•
|
Additional shares Common Stock, Preferred Stock, $3.00 Convertible Second Preferred Stock or Preference Stock are available for issuance under our Certificate of Incorporation which under certain circumstances and with such terms and conditions as to impede a change of control.
|
1)
|
the capital city of the country issuing the specified currency, or
|
2)
|
the capital city of the country to which the Designated LIBOR Currency relates,
|
•
|
100% of the principal amount of the Notes to be redeemed; or
|
•
|
the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed assuming that the Notes being redeemed matured on the applicable Par Call Date (not including any portion of any payments of interest accrued to the redemption date), discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 10 basis points, in the case of the 2021 notes, plus 15 basis points, in the case of the 2026 Notes, plus 20 basis points, in the case of the 2034 Notes or the 2039 Notes.
|
a)
|
any tax, assessment or other governmental charge that would not have been imposed but for (i) the existence of any present or former connection between such holder (or between a fiduciary, settlor or beneficiary of, or a person holding a power over, such holder, if such holder is an estate or a trust, or a member or shareholder of such holder, if such holder is a partnership or corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder) being or having been a citizen or resident or treated as a resident thereof or being or having been engaged in trade or business or present therein or having or having had a permanent establishment therein, or (ii) the presentation by the holder of a Note for payment more than 15 days after the date on which such payment became due and payable or on which payment thereof was duly provided for, whichever occurs later;
|
b)
|
any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge;
|
c)
|
any tax, assessment or other governmental charge that would not have been imposed but for such holder’s past or present status as a controlled foreign corporation, passive foreign investment company (including a qualified election fund) or foreign private foundation or other tax exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States Federal income tax;
|
d)
|
any tax, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on a Note;
|
e)
|
any tax, assessment or other governmental charge required to be deducted or withheld by any paying agent from any payment on a Note, if such payment can be made without such deduction or withholding by any other paying agent;
|
f)
|
any tax, assessment or other governmental charge that would not have been imposed but for the holder’s failure to comply with any applicable certification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of a Note if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge;
|
g)
|
any tax, assessment or other governmental charge imposed by reason of the holder (i) owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (ii) receiving interest described in Section 881(c)(3)(A) of the United States Internal Revenue Code or (iii) being a controlled foreign corporation with respect to the United States that is related to the Company by actual or constructive stock ownership;
|
h)
|
any tax, assessment or other governmental charge that is imposed on a payment pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code (FATCA), any Treasury regulations and official interpretations thereof, and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
|
i)
|
any combination of items (a), (b), (c), (d), (e), (f) (g) and (h);
|
•
|
the resulting corporation, if other than Colgate, is a corporation organized and existing under the laws of the United States of America or any U.S. state or the District of Columbia and assumes all of our obligations to:
|
1)
|
pay or deliver the principal of or any premium, interest or additional amounts on the debt securities; and
|
2)
|
perform and observe all of our other obligations under the indenture, and
|
3)
|
we or any successor corporation, as the case may be, are not, immediately after any such consolidation, merger or sale of assets, in default under the indenture.
|
•
|
changes the stated maturity of the principal of, or any premium or installment of interest or additional amounts on, any debt security;
|
•
|
reduces the principal amount due and payable at maturity or upon acceleration of maturity of, or the rate of interest or additional amounts payable on, or any premium payable on redemption or otherwise on, any debt security;
|
•
|
adversely affects any right of repayment at the option of the holders;
|
•
|
changes the place of delivery of, or currency of, the payment of principal or any premium, interest or additional amounts on any debt security or impairs the right to institute suit for the enforcement of any such payment or delivery;
|
•
|
reduces the percentage in principal amount or aggregate issue price of the outstanding debt securities of any series, the consent of whose holders is required to modify or amend the indenture; or
|
•
|
modifies the foregoing requirements or reduces the percentage to less than a majority in principal amount of outstanding debt securities necessary to waive certain past defaults by Colgate under the indenture.
|
•
|
default in the payment of any interest or additional amounts when due and continuing for 30 days;
|
•
|
default in the payment of any principal or premium when due and payable at maturity;
|
•
|
default in the payment of any sinking fund payment when due;
|
•
|
default in the performance, or breach, of any other obligation of ours under the indenture, or under provisions of a series of debt securities that are applicable to all series of debt securities, and continuance of the default for 60 days after we are given written notice of the default as provided in the indenture;
|
•
|
specified events of bankruptcy, insolvency or reorganization of Colgate; and
|
•
|
any other event of default with respect to debt securities of that series.
|
•
|
in the payment of any amounts due and payable or deliverable under the debt securities of that series; or
|
•
|
in respect of an obligation of ours contained in, or a provision of, the indenture which cannot be modified under the terms of the indenture without the consent of each holder of outstanding debt securities affected.
|
•
|
Liens securing Debt not exceeding $10,000,000 which are existing on the date of the indenture on Restricted Property; and, if any property owned or leased as of the date of the indenture by us or one of our Principal Domestic Subsidiaries at any time thereafter becomes a Principal Domestic Manufacturing Property, any Liens existing on the date of the indenture on such property securing the Debt secured or evidenced thereby on the date of the indenture;
|
•
|
Liens on Restricted Property of a Principal Domestic Subsidiary as a security for Debt of such Subsidiary to us or to another Principal Domestic Subsidiary;
|
•
|
in the case of any corporation which becomes a Principal Domestic Subsidiary after the date of the indenture, Liens on Restricted Property of such Principal Domestic Subsidiary which are in existence at the time it becomes a Principal Domestic Subsidiary and which were not incurred in contemplation of it becoming a Principal Domestic Subsidiary;
|
•
|
any Lien existing prior to the time of acquisition of any Principal Domestic Manufacturing Property acquired by us or one of our Principal Domestic Subsidiaries after the date of the indenture through purchase, merger, consolidation or otherwise;
|
•
|
any Lien on any Principal Domestic Manufacturing Property (other than a Major Domestic Manufacturing Property) acquired or constructed by our company or a Principal Domestic Subsidiary after the date of the indenture which is placed on such Property at the time of or within 180 days after the acquisition thereof or prior to, at the time of or within 180 days after completion of construction thereof to secure all or a portion of the price of such acquisition or construction or funds borrowed to pay all or a portion of the price of such acquisition or construction;
|
•
|
extensions, renewals or replacements of any Lien referred to in the first, third, fourth or fifth bullet points above to the extent that the principal amount of the Debt secured or evidenced thereby is not increased, provided that the Lien is not extended to any other Restricted Property;
|
•
|
Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, vendors’ and landlords’ liens, and liens arising out of judgments or awards against us or any of our Principal Domestic Subsidiaries with respect to which we or such Subsidiary at the time shall currently be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review;
|
•
|
Liens securing the payment of taxes, assessments and governmental charges or levies, either (1) not delinquent or (2) being contested in good faith by appropriate legal or administrative proceedings and as to which we or a Principal Domestic Subsidiary, as the case may be, to the extent required by generally accepted accounting principles applied on a consistent basis, shall have set aside on its books adequate reserves;
|
•
|
minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes and zoning or other restrictions as to the use of any Principal Domestic Manufacturing Property, which exceptions, encumbrances, easements, reservations, rights and restrictions do not, in our opinion, in the aggregate materially detract from the value of such Principal Domestic Manufacturing Property or materially impair its use in the operation of our business and that of our Principal Domestic Subsidiaries; and
|
•
|
any Lien on Restricted Property not referred to above if, at the time such Lien is created, incurred, assumed or suffered to be created, incurred or assumed, and after giving effect thereto and to the Debt secured or evidenced thereby, the aggregate amount of all our outstanding Debt together with that of our Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted Property which are not referred to above and which do not equally and ratably secure the debt securities, shall not exceed 15% of Consolidated Net Tangible Assets.
|
ARTICLE I ARTICLE I INTRODUCTION ...............................................................................................................
|
1
|
|
||
Section
|
1.1
|
Name of Plan .....................................................................................................................................
|
1
|
|
Section
|
1.2
|
Effective Date ....................................................................................................................................
|
1
|
|
Section
|
1.3
|
ERISA Status .....................................................................................................................................
|
1
|
|
ARTICLE II DEFINITIONS ........................................................................................................................................
|
2
|
|
||
Section
|
2.1
|
“Account” ..........................................................................................................................................
|
2
|
|
Section
|
2.2
|
“Allocations” .....................................................................................................................................
|
2
|
|
Section
|
2.3
|
“Base Plan” .......................................................................................................................................
|
2
|
|
Section
|
2.4
|
“Change of Control” ..........................................................................................................................
|
2
|
|
Section
|
2.5
|
“Deferred Allocation” .......................................................................................................................
|
2
|
|
Section
|
2.6
|
“EICP ABRC Member” .....................................................................................................................
|
3
|
|
Section
|
2.7
|
“Eligible Employee” .........................................................................................................................
|
3
|
|
Section
|
2.8
|
“Grandfathered Benefit”....................................................................................................................
|
3
|
|
Section
|
2.9
|
“Member” ..........................................................................................................................................
|
3
|
|
Section
|
2.10
|
“Subsidiary” ......................................................................................................................................
|
4
|
|
ARTICLE III BENEFITS ..............................................................................................................................................
|
4
|
|
||
Section
|
3.1
|
Participation ......................................................................................................................................
|
4
|
|
Section
|
3.2
|
Amount of Allocations. .....................................................................................................................
|
4
|
|
Section
|
3.3
|
Distribution of Amounts Credited for any Plan Year ........................................................................
|
5
|
|
Section
|
3.4
|
Deferral Election ...............................................................................................................................
|
5
|
|
Section
|
3.5
|
Adjustments to Deferred Allocations ................................................................................................
|
6
|
|
Section
|
3.6
|
Distribution of Member’s Account ....................................................................................................
|
6
|
|
Section
|
3.7
|
Vested Portion of Member’s Account ...............................................................................................
|
7
|
|
Section
|
3.8
|
Death of a Member ............................................................................................................................
|
7
|
|
Section
|
3.9
|
Change of Control for Members Covered under the Executive Severance Plan ..............................
|
7
|
|
ARTICLE IV PLAN ADMINISTRATION ..................................................................................................................
|
8
|
|
||
Section
|
4.1
|
Committee .........................................................................................................................................
|
8
|
|
Section
|
4.2
|
Delegated Responsibilities ................................................................................................................
|
9
|
|
Section
|
4.3
|
Amendment and Termination ............................................................................................................
|
9
|
|
Section
|
4.4
|
Payments............................................................................................................................................
|
9
|
|
Section
|
4.5
|
Non-Assignability of Benefits ...........................................................................................................
|
10
|
|
Section
|
4.6
|
Plan Unfunded ...................................................................................................................................
|
10
|
|
Section
|
4.7
|
Applicable Law .................................................................................................................................
|
10
|
|
Section
|
4.8
|
No Employment Rights Conferred ....................................................................................................
|
11
|
|
Section
|
4.9
|
Plan to Comply with Code Section 409A ..........................................................................................
|
11
|
|
Section
|
4.10
|
Reductions to Member’s Account .....................................................................................................
|
11
|
|
Section
|
4.11
|
Recovery of Overpayments ...............................................................................................................
|
11
|
|
Section 1.
|
Name of Plan.
|
Section 2.
|
Effective Date.
|
Section 3.
|
ERISA 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.
|
Section 2.4
|
“Change of Control” shall have the meaning given to such term under the Colgate-Palmolive Company Executive Severance Plan, as amended from time to time.
|
Section 2.6
|
“EICP ABRC Member” shall mean an EICP ABRC Member as defined under Section 4.1(d) of the Base Plan.
|
Section 2.10
|
“Subsidiary” means a domestic or foreign company, at least 50% of whose issued and outstanding voting shares are directly or indirectly owned or controlled by the Company.
|
(a)
|
amounts allocated to the separate account under Section 2.l(a) shall be credited with earnings and losses based on the performance of shares of the Company’s Series B Convertible Preference Stock (including dividends thereon which shall be deemed to be reinvested in such shares);
|
(b)
|
amounts allocated to the separate account under Section 2.1 (b) for the period January I, 2010 through September 30,2010 shall be credited with interest at an annual rate equal to the interest rate credited on long-term deferrals under the Colgate-Palmolive Company Deferred Compensation Plan for 2010.
|
(c)
|
amounts allocated to the separate account under Section 2.1 (b) after September 30, 2010 shall be credited with interest at an annual rate equal to 6.01%; and
|
(d)
|
amounts allocated to the separate account under Section 2.1(c) shall be credited with interest at the rate used under the Colgate-Palmolive Company Employees’ Retirement Income Plan for determining Interest Credits.
|
Section 4.6
|
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
|
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.
|
Section 4.10
|
Reductions to Member’s Account. To the extent permitted by applicable law (including Code section 409A), a Member’s Account shall be reduced as appropriate by any severance, separation, notice or termination allowance or indemnity paid or payable to such Member which is paid by or is attributable to payments by the Company or the Company’s subsidiaries or affiliates, directly or indirectly, under any law, decree or ruling having the effect of law.
|
Section 4.11
|
Recovery of Overpayments. The Plan has a right of reimbursement against any person who receives or holds a payment from the Plan in excess of the amount to which a Participant or Beneficiary is entitled under the terms of the Plan. The Plan’s right to recover overpayments from any Participant or Beneficiary exists regardless of the error, event or other circumstances giving rise to the overpayment and shall not be conditioned upon or mitigated by the behavior of any involved party. The Participant or Beneficiary shall not be permitted to raise reliance, estoppel or other legal or equitable defenses in response to any action by the Committee or its delegates to recover an overpayment. The Plan’s right to recovery is an equitable lien by agreement, and the Committee and its delegates, may recover the amount overpaid, plus any earnings or interest determined in accordance with
|
Name of Company
|
Jurisdiction of Organization
|
887357 Ontario Inc.
|
Canada
|
Cleaning Dimensions, Inc.
|
Delaware
|
COLGALIVE S.A.
|
Dominican Republic
|
Colgate (BVI) Limited
|
British Virgin Islands
|
Colgate (Guangzhou) Company Limited
|
China
|
Colgate (U.K.) Limited
|
United Kingdom
|
Colgate Business Services of the Americas, S.C.
|
Mexico
|
Colgate Flavors and Fragrances, Inc.
|
Delaware
|
Colgate Global Business Services Private Limited
|
India
|
Colgate Holdings
|
United Kingdom
|
Colgate Oral Pharmaceuticals, Inc.
|
Delaware
|
Colgate Palmolive Ghana Limited
|
Ghana
|
Colgate Palmolive Holding S.Com.P.A.
|
Spain
|
Colgate Palmolive Nouvelle Caledonie Sarl
|
New Caldonia
|
Colgate Palmolive Tanzania Limited
|
Tanzania
|
Colgate Sanxiao Company Limited
|
China
|
Colgate Tolaram Pte. Ltd.*
|
Singapore
|
Colgate Venture Company, Inc.
|
Delaware
|
Colgate, Inc.
|
Delaware
|
Colgate-Palmolive (America), Inc.
|
Delaware
|
Colgate-Palmolive (Asia) Pte, Ltd
|
Singapore
|
Colgate-Palmolive (Blantyre) Limited
|
Malawi
|
Colgate-Palmolive (Brunei) Sdn Bhn
|
Brunei
|
Colgate-Palmolive (Central America) Inc. y Compañia Limitada
|
Guatemala
|
Colgate-Palmolive (Central America), Inc.
|
Delaware
|
Colgate-Palmolive (Centro America) S.A.
|
Guatemala
|
Colgate-Palmolive (China) Co. Ltd
|
China
|
Colgate-Palmolive (Costa Rica), S.A.
|
Costa Rica
|
Colgate-Palmolive (Dominica), Inc.
|
Delaware
|
Colgate-Palmolive (Dominican Republic), Inc.
|
Delaware
|
Colgate-Palmolive (East Africa) Limited
|
Kenya
|
Colgate-Palmolive (Eastern) Pte. Ltd.
|
Singapore
|
Colgate-Palmolive (Egypt) S.A.E.
|
Delaware/Egypt
|
Colgate-Palmolive (Far East) Sdn Bhd
|
Malaysia
|
Colgate-Palmolive (Fiji) Pte Limited
|
Fiji
|
Colgate-Palmolive (Gabon), S.A.
|
Gabon
|
Colgate-Palmolive (Gulf States) Ltd. *
|
British Virgin Islands
|
Colgate-Palmolive (Guyana) Ltd.
|
Guyana
|
Colgate-Palmolive (H.K.) Limited
|
Hong Kong
|
Colgate-Palmolive (Hellas) S.A. I.C.
|
Greece
|
Colgate-Palmolive (Hong Kong) Holding Limited
|
Hong Kong
|
Colgate-Palmolive (India) Limited *
|
India
|
Colgate-Palmolive (Kazakhstan), L.L.P.
|
Kazakhstan
|
Colgate-Palmolive (Latvia) Ltd.
|
Latvia
|
Colgate-Palmolive (Malaysia) Sdn Bhd
|
Malaysia
|
Colgate-Palmolive (Middle East Exports) Ltd.
|
British Virgin Islands
|
Colgate-Palmolive (Myanmar) Limited
|
Myanmar
|
Colgate-Palmolive (New York), Inc.
|
Delaware
|
Colgate-Palmolive (Poland) Sp. z o.o.
|
Poland
|
Colgate-Palmolive (Proprietary) Limited
|
South Africa
|
Colgate-Palmolive (Research & Development), Inc.
|
Delaware
|
Colgate-Palmolive (Romania) SRL
|
Romania
|
Colgate-Palmolive (Thailand) Limited
|
Thailand
|
Colgate-Palmolive (Uganda) Limited
|
Uganda
|
Colgate-Palmolive (UK) Limited
|
United Kingdom
|
Colgate-Palmolive (Vietnam) Ltd.
|
Vietnam
|
Colgate-Palmolive (Zambia) Inc.
|
Delaware
|
Colgate-Palmolive (Zimbabwe), Inc.
|
Delaware
|
Colgate-Palmolive A.B.
|
Sweden
|
Colgate-Palmolive A/S
|
Denmark
|
Colgate-Palmolive Adria Ltd.
|
Slovenia
|
Colgate-Palmolive Arabia Ltd. *
|
Saudi Arabia
|
Colgate-Palmolive Argentina S.A.
|
Argentina
|
Colgate-Palmolive Asia Pacific Limited
|
Hong Kong
|
Colgate-Palmolive Asia Pacific Treasury Services Limited
|
Hong Kong
|
Colgate-Palmolive Belgium S.A.
|
Belgium
|
Colgate-Palmolive Bolivia, Ltda.
|
Bolivia
|
Colgate-Palmolive Cameroun S.A. *
|
Cameroon
|
Colgate-Palmolive Canada, Inc.
|
Canada
|
Colgate-Palmolive Caricom Service Co., Inc.
|
Puerto Rico
|
Colgate-Palmolive Central European Management Inc.
|
Delaware
|
Colgate-Palmolive Èeská republika spol. s r.o.
|
Czech Republic
|
Colgate-Palmolive Chile S.A.
|
Chile
|
Colgate-Palmolive Cia.
|
Delaware
|
Colgate-Palmolive Comercial Ltda.
|
Brazil
|
Colgate-Palmolive Commercial (Hellas) SP LLC
|
Greece
|
Colgate-Palmolive Commerciale S.A.S.
|
France
|
Colgate-Palmolive Commericale S.r.l.
|
Italy
|
Colgate-Palmolive Compania Anonima
|
Venezuela
|
Colgate-Palmolive Company GmbH
|
Switzerland
|
Colgate-Palmolive Company, Distr. LLC
|
Puerto Rico
|
Colgate-Palmolive Cote d’Ivoire, S.A.
|
Ivory Coast
|
Colgate-Palmolive Cyprus Limited
|
Cyprus
|
Colgate-Palmolive de Paraguay Sociedad Anonima
|
Paraguay
|
Colgate-Palmolive de Puerto Rico, Inc.
|
Delaware
|
Colgate-Palmolive del Ecuador, S.A.I.C.
|
Ecuador
|
Colgate-Palmolive del Peru (Delaware) Inc.
|
Delaware
|
Colgate-Palmolive Development Corp.
|
Delaware
|
Colgate-Palmolive East West Africa Region (Pty) Ltd
|
South Africa
|
Colgate-Palmolive Enterprises, Inc.
|
Delaware
|
Colgate-Palmolive Espana, S.A.
|
Spain
|
Colgate-Palmolive Europe (Holdings) Sarl
|
Switzerland
|
Colgate-Palmolive Europe Sarl
|
Switzerland
|
Colgate-Palmolive Finance (UK) plc
|
United Kingdom
|
Colgate-Palmolive Global Trading Company
|
Delaware
|
Colgate-Palmolive Holding Argentina S.A.
|
Argentina
|
Colgate-Palmolive Holding Inc.
|
Delaware
|
Colgate-Palmolive Hungary Kft, Limited Liability Company
|
Hungary
|
Colgate-Palmolive IHQ Services (Thailand) Limited
|
Thailand
|
Colgate-Palmolive Inc.
|
Delaware
|
Colgate-Palmolive Inc. S.A.
|
Uruguay
|
Colgate-Palmolive Industrial Ltda.
|
Brazil
|
Colgate-Palmolive Industriel S.A.S.
|
France
|
Colgate-Palmolive International Holding LLC
|
Delaware
|
Colgate-Palmolive International LLC
|
Delaware
|
Colgate-Palmolive Investment Co., Inc.
|
Delaware
|
Colgate-Palmolive Investments (BVI) Ltd.
|
British Virgin Islands
|
Colgate-Palmolive Investments (PNG) Ltd.
|
Papua New Guinea
|
Colgate-Palmolive Investments, (UK) Limited
|
United Kingdom
|
Colgate-Palmolive Investments, Inc.
|
Delaware
|
Colgate-Palmolive Israel Ltd.
|
Israel
|
Colgate-Palmolive Italia, S.r.l.
|
Italy
|
Colgate-Palmolive JSC
|
Russia
|
Colgate-Palmolive Lanka (Private) Limited
|
Sri Lanka
|
Colgate-Palmolive Latin America Inc.
|
Delaware
|
Colgate-Palmolive Limited
|
New Zealand
|
Colgate-Palmolive Manufacturing (Poland) Sp. z o.o.
|
Poland
|
Colgate-Palmolive Marketing Sdn Bhd
|
Malaysia
|
Colgate-Palmolive Maroc, S.A.
|
Morocco
|
Colgate-Palmolive Mocambique Limitada
|
Mozambique
|
Colgate-Palmolive Nederland B.V.
|
Netherlands
|
Colgate-Palmolive NJ, Inc.
|
New Jersey
|
Colgate-Palmolive Norge A/S
|
Norway
|
Colgate-Palmolive Participacoes e Investimentos Imobiliarios, Lda.
|
Portugal
|
Colgate-Palmolive Peru S.A.
|
Peru
|
Colgate-Palmolive Philippines, Inc.
|
Philippines
|
Colgate-Palmolive Pty Ltd
|
Australia
|
Colgate-Palmolive Retirement Trustee Limited
|
New Zealand
|
Colgate-Palmolive S.p.A.
|
Italy
|
Colgate-Palmolive Senegal S.A.
|
Senegal
|
Colgate-Palmolive Services (Hellas) LLC
|
Greece
|
Colgate-Palmolive Services (Poland) Sp. z o.o.
|
Poland
|
Colgate-Palmolive Services CEW GmbH
|
Germany
|
Colgate-Palmolive Services, S.A.
|
France
|
Colgate-Palmolive Slovensko, s.r.o.
|
Slovakia
|
Colgate-Palmolive Support Services
|
Ireland
|
Colgate-Palmolive Temizlik Urunleri Sanayi ve Ticart S.A.
|
Turkey
|
Colgate-Palmolive Transnational Inc.
|
Delaware
|
Colgate-Palmolive Ukraine LLC
|
Ukraine
|
Colgate-Palmolive Unipessoal, Lda
|
Portugal
|
Colgate-Palmolive, S.A. de C.V.
|
Mexico
|
Colpal CBS, S de R. L. de C. V.
|
Mexico
|
Consumer Viewpoint Center, Inc.
|
New Jersey
|
Cotelle S.A.
|
France
|
CP GABA GmbH
|
Germany
|
CP International Holding C.V.
|
Netherlands
|
CP West East Investment Limited
|
Nigeria
|
Dimac Development Corp.
|
Delaware
|
Dominica Coconut Products Limited
|
Dominica
|
EKIB, Inc.
|
Delaware
|
ELM Company Limited
|
Bermuda
|
Elta MD Holdings, Inc.
|
Delaware
|
Elta MD, Inc.
|
Texas
|
Filorga Americas Inc.
|
Delaware
|
Filorga Asia Limited
|
Hong Kong
|
Filorga Benelux SA
|
Belgium
|
Filorga Cosmetiques Polska
|
Poland
|
Filorga Mexico Cosmetic, S.A. de C.V.*
|
Mexico
|
Filorga Middle East DMCC
|
United Arab Emirates
|
Filorga Portugal, Unipessoal, Lda.
|
Portugal
|
Filorga RU, Limited Liability Company
|
Russia
|
FZG Holdings Limited*
|
Hong Kong
|
GABA Europe Holding GmbH
|
Switzerland
|
GABA International Holding LLC
|
Delaware
|
GABA Schweiz AG
|
Switzerland
|
GABA Therwil GmbH
|
Switzerland
|
Gamma Development Co., Ltd.
|
Thailand
|
Global Trading and Supply LLC
|
Delaware
|
Hamol, Ltd.
|
Delaware
|
Hawley & Hazel (BVI) Company Ltd. *
|
British Virgin Islands
|
Hello Products LLC
|
Delaware
|
Hill’s Funding Company
|
Delaware
|
Hill’s Pet Nutrition (NZ) Limited
|
New Zealand
|
Hill’s Pet Nutrition (Thailand) Co., Ltd.
|
Thailand
|
Hill’s Pet Nutrition Asia Limited
|
Hong Kong
|
Hill’s Pet Nutrition B.V.
|
Netherlands
|
Hill’s Pet Nutrition Canada Inc.
|
Canada
|
Hill’s Pet Nutrition de Mexico, S.A. de C.V.
|
Mexico
|
Hill’s Pet Nutrition de Puerto Rico, Inc.
|
Puerto Rico
|
Hill’s Pet Nutrition Denmark ApS
|
Denmark
|
Hill’s Pet Nutrition Espana, S.L.
|
Spain
|
Hill’s Pet Nutrition GmbH
|
Germany
|
Hill’s Pet Nutrition Holding B.V.
|
Netherlands
|
Hill’s Pet Nutrition Indiana, Inc.
|
Delaware
|
Hill’s Pet Nutrition Italia, S.r.l.
|
Italy
|
Hill’s Pet Nutrition Korea Ltd.
|
Korea
|
Hill’s Pet Nutrition Ltd.
|
U.K.
|
Hill’s Pet Nutrition Manufacturing, B.V.
|
Netherlands
|
Hill’s Pet Nutrition Manufacturing, s.r.o
|
Czech Republic
|
Hill’s Pet Nutrition Norway AS
|
Norway
|
Hill’s Pet Nutrition OOO
|
Russia
|
Hill’s Pet Nutrition Pty. Limited
|
Australia
|
Hill’s Pet Nutrition s.r.o.
|
Czech Republic
|
Hill’s Pet Nutrition Sales, Inc.
|
Delaware
|
Hill’s Pet Nutrition SNC
|
France
|
Hill’s Pet Nutrition South Africa Proprietary Limited
|
South Africa
|
Hill’s Pet Nutrition Sweden AB
|
Sweden
|
Hill’s Pet Nutrition Switzerland GmbH
|
Switzerland
|
Hill’s Pet Nutrition Taiwan, Ltd
|
Taiwan
|
Hill’s Pet Nutrition Trading (GZ) Co., Ltd
|
China
|
Hill’s Pet Nutrition, Inc.
|
Delaware
|
Hill’s Pet Nutrition, S.p.A.
|
Italy
|
Hill’s Pet Products (Benelux) S.A.
|
Belgium
|
Hill’s Pet Products, Inc.
|
Delaware
|
Hill’s Veterinary Companies of America, Inc.
|
Delaware
|
Hill’s-Colgate (Japan) Ltd.
|
Japan
|
Hopro Liquidating Corp.
|
Ohio
|
Hygiene Systemes et Services SA
|
Tunisia
|
IES Enterprises, Inc.
|
Massachusetts
|
Inmobiliaria Colpal, S. de R.L. de C.V.
|
Mexico
|
Inmobiliaria Hills, S.A. de C.V.
|
Mexico
|
Innovacion Creativa, S.A. de C.V.
|
Mexico
|
Kolynos Corporation
|
Delaware
|
Laboratoires Filorga Cosmetiques Espana S.L.U.
|
Spain
|
Laboratoires Filorga Cosmetiques Italia S.R.L.
|
Italy
|
Laboratoires Filorga Cosmétiques S.A.
|
France
|
Lournay Sales, Inc.
|
Delaware
|
Mennen de Chile, Ltd.
|
Delaware
|
Mennen de Nicargua, S.A.
|
Delaware
|
Mennen Interamerica, Ltd.
|
Delaware
|
Mennen Limited
|
Delaware
|
Mennen South Africa, Ltd.
|
Delaware
|
Mission Hills Property Corporation
|
Delaware
|
Mission Hills, S.A. de C.V.
|
Mexico
|
Norwood International, Incorporated
|
Delaware
|
Olive Music Publishing Corporation
|
Delaware
|
P.T. Colgate Palmolive Indonesia *
|
Indonesia
|
Paramount Research, Inc.
|
Delaware
|
Penny, LLC
|
Delaware
|
Pet Chemicals Inc.
|
Florida
|
Physicians Care Alliance, LLC
|
Arizona
|
Productos Halogenados Copalven, C.A.
|
Venezuela
|
Purity Holding Company
|
Delaware
|
Purity Music Publishing Corporation
|
Delaware
|
Refresh Company Limited
|
Dominica
|
Samuel Taylor Holdings B.V.
|
Netherlands
|
Sanxiao Company Limited
|
Hong Kong
|
Services Development Co., Ltd.
|
Thailand
|
Societe Generale de Negoce et de Services (GENESE) S.A.
|
Tunisia
|
The GDN - The Global Distributive Network SAS
|
France
|
The Lournay Company, Inc.
|
Delaware
|
The MPDP - The Medical and Pharmaceutic Distributive Platform SAS
|
France
|
The Murphy-Phoenix Company
|
Ohio
|
Tom’s of Maine Holdings, Inc.
|
Delaware
|
Tom’s of Maine, Inc.
|
Maine
|
Veterinary Companies of America, Inc.
|
Delaware
|
Vipont Pharmaceutical, Inc.
|
Delaware
|
XEB Inc.
|
New Jersey
|
/s/ PricewaterhouseCoopers LLP
|
|
/s/ Charles A. Bancroft
|
Name: Charles A. Bancroft
|
/s/ John P. Bilbrey
|
Name: John P. Bilbrey
|
/s/ John T. Cahill
|
Name: John T. Cahill
|
/s/ Lisa M. Edwards
|
Name: Lisa M. Edwards
|
/s/ Helene D. Gayle
|
Name: Helene D. Gayle
|
/s/ C. Martin Harris
|
Name: C. Martin Harris
|
/s/ Lorrie M. Norrington
|
Name: Lorrie M. Norrington
|
/s/ Michael B. Polk
|
Name: Michael B. Polk
|
/s/ Stephen I. Sadove
|
Name: Stephen I. Sadove
|
1.
|
I have reviewed this Annual Report on Form 10-K 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/ Noel R. Wallace
|
Noel R. Wallace
|
President and
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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/ Henning I. Jakobsen
|
Henning I. Jakobsen
|
Chief Financial Officer
|
(1)
|
the Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of Colgate-Palmolive Company.
|
/s/ Noel R. Wallace
|
Noel R. Wallace
|
President and
|
Chief Executive Officer
|
|
/s/ Henning I. Jakobsen
|
Henning I. Jakobsen
|
Chief Financial Officer
|