☒
|
QUARTERLY 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
|
|
For the transition period from________ to________ .
|
Delaware
|
13-1815595
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
300 Park Avenue
|
|
|
|
|
|
|
New York,
|
New York
|
|
|
10022
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
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
|
☐
|
Class
|
|
Shares Outstanding
|
|
Date
|
Common stock, $1.00 par value
|
|
856,528,455
|
|
March 31, 2020
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net sales
|
$
|
4,097
|
|
|
$
|
3,884
|
|
Cost of sales
|
1,632
|
|
|
1,597
|
|
||
Gross profit
|
2,465
|
|
|
2,287
|
|
||
Selling, general and administrative expenses
|
1,473
|
|
|
1,365
|
|
||
Other (income) expense, net
|
40
|
|
|
43
|
|
||
Operating profit
|
952
|
|
|
879
|
|
||
Non-service related postretirement costs
|
21
|
|
|
25
|
|
||
Interest (income) expense, net
|
36
|
|
|
40
|
|
||
Income before income taxes
|
895
|
|
|
814
|
|
||
Provision for income taxes
|
147
|
|
|
214
|
|
||
Net income including noncontrolling interests
|
748
|
|
|
600
|
|
||
Less: Net income attributable to noncontrolling interests
|
33
|
|
|
40
|
|
||
Net income attributable to Colgate-Palmolive Company
|
$
|
715
|
|
|
$
|
560
|
|
|
|
|
|
||||
Earnings per common share, basic
|
$
|
0.83
|
|
|
$
|
0.65
|
|
|
|
|
|
||||
Earnings per common share, diluted
|
$
|
0.83
|
|
|
$
|
0.65
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net income including noncontrolling interests
|
$
|
748
|
|
|
$
|
600
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Cumulative translation adjustments
|
(355
|
)
|
|
26
|
|
||
Retirement plans and other retiree benefit adjustments
|
16
|
|
|
12
|
|
||
Gains (losses) on cash flow hedges
|
18
|
|
|
(5
|
)
|
||
Total Other comprehensive income (loss), net of tax
|
(321
|
)
|
|
33
|
|
||
Total Comprehensive income including noncontrolling interests
|
427
|
|
|
633
|
|
||
Less: Net income attributable to noncontrolling interests
|
33
|
|
|
40
|
|
||
Less: Cumulative translation adjustments attributable to noncontrolling interests
|
(16
|
)
|
|
5
|
|
||
Total Comprehensive income attributable to noncontrolling interests
|
17
|
|
|
45
|
|
||
Total Comprehensive income attributable to Colgate-Palmolive Company
|
$
|
410
|
|
|
$
|
588
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
854
|
|
|
$
|
883
|
|
Receivables (net of allowances of $84 and $76, respectively)
|
1,551
|
|
|
1,440
|
|
||
Inventories
|
1,301
|
|
|
1,400
|
|
||
Other current assets
|
542
|
|
|
456
|
|
||
Total current assets
|
4,248
|
|
|
4,179
|
|
||
Property, plant and equipment:
|
|
|
|
|
|
||
Cost
|
8,167
|
|
|
8,580
|
|
||
Less: Accumulated depreciation
|
(4,680
|
)
|
|
(4,830
|
)
|
||
|
3,487
|
|
|
3,750
|
|
||
Goodwill
|
3,559
|
|
|
3,508
|
|
||
Other intangible assets, net
|
2,822
|
|
|
2,667
|
|
||
Deferred income taxes
|
179
|
|
|
177
|
|
||
Other assets
|
775
|
|
|
753
|
|
||
Total assets
|
$
|
15,070
|
|
|
$
|
15,034
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Notes and loans payable
|
$
|
255
|
|
|
$
|
260
|
|
Current portion of long-term debt
|
255
|
|
|
254
|
|
||
Accounts payable
|
1,216
|
|
|
1,237
|
|
||
Accrued income taxes
|
485
|
|
|
370
|
|
||
Other accruals
|
2,232
|
|
|
1,917
|
|
||
Total current liabilities
|
4,443
|
|
|
4,038
|
|
||
Long-term debt
|
7,336
|
|
|
7,333
|
|
||
Deferred income taxes
|
415
|
|
|
507
|
|
||
Other liabilities
|
2,535
|
|
|
2,598
|
|
||
Total liabilities
|
14,729
|
|
|
14,476
|
|
||
Shareholders’ Equity
|
|
|
|
|
|
||
Common stock
|
1,466
|
|
|
1,466
|
|
||
Additional paid-in capital
|
2,623
|
|
|
2,488
|
|
||
Retained earnings
|
22,481
|
|
|
22,501
|
|
||
Accumulated other comprehensive income (loss)
|
(4,578
|
)
|
|
(4,273
|
)
|
||
Unearned compensation
|
(1
|
)
|
|
(2
|
)
|
||
Treasury stock, at cost
|
(22,104
|
)
|
|
(22,063
|
)
|
||
Total Colgate-Palmolive Company shareholders’ equity
|
(113
|
)
|
|
117
|
|
||
Noncontrolling interests
|
454
|
|
|
441
|
|
||
Total equity
|
341
|
|
|
558
|
|
||
Total liabilities and equity
|
$
|
15,070
|
|
|
$
|
15,034
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating Activities
|
|
|
|
||||
Net income including noncontrolling interests
|
$
|
748
|
|
|
$
|
600
|
|
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operations:
|
|
|
|
|
|
||
Depreciation and amortization
|
133
|
|
|
128
|
|
||
Restructuring and termination benefits, net of cash
|
(30
|
)
|
|
5
|
|
||
Stock-based compensation expense
|
16
|
|
|
17
|
|
||
Deferred income taxes
|
(99
|
)
|
|
53
|
|
||
Voluntary benefit plan contributions
|
—
|
|
|
(102
|
)
|
||
Cash effects of changes in:
|
|
|
|
||||
Receivables
|
(211
|
)
|
|
(145
|
)
|
||
Inventories
|
29
|
|
|
(32
|
)
|
||
Accounts payable and other accruals
|
220
|
|
|
44
|
|
||
Other non-current assets and liabilities
|
(38
|
)
|
|
37
|
|
||
Net cash provided by operations
|
768
|
|
|
605
|
|
||
Investing Activities
|
|
|
|
|
|
||
Capital expenditures
|
(82
|
)
|
|
(71
|
)
|
||
Purchases of marketable securities and investments
|
(42
|
)
|
|
(27
|
)
|
||
Proceeds from sale of marketable securities and investments
|
16
|
|
|
—
|
|
||
Payment for acquisitions, net of cash acquired
|
(351
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(459
|
)
|
|
(98
|
)
|
||
Financing Activities
|
|
|
|
|
|
||
Principal payments on debt
|
(1,200
|
)
|
|
(1,774
|
)
|
||
Proceeds from issuance of debt
|
1,188
|
|
|
2,076
|
|
||
Dividends paid
|
(373
|
)
|
|
(366
|
)
|
||
Purchases of treasury shares
|
(220
|
)
|
|
(399
|
)
|
||
Proceeds from exercise of stock options
|
297
|
|
|
71
|
|
||
Net cash provided by (used in) financing activities
|
(308
|
)
|
|
(392
|
)
|
||
Effect of exchange rate changes on Cash and cash equivalents
|
(30
|
)
|
|
2
|
|
||
Net increase (decrease) in Cash and cash equivalents
|
(29
|
)
|
|
117
|
|
||
Cash and cash equivalents at beginning of the period
|
883
|
|
|
726
|
|
||
Cash and cash equivalents at end of the period
|
$
|
854
|
|
|
$
|
843
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||
Income taxes paid
|
$
|
128
|
|
|
$
|
149
|
|
Three Months Ended March 31, 2020
|
|||||||||||||||||||||||||||
|
Colgate-Palmolive Company Shareholders’ Equity
|
|
|
||||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Unearned
Compensation
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)(1)
|
|
Noncontrolling
Interests
|
||||||||||||||
Balance, December 31, 2019
|
$
|
1,466
|
|
|
$
|
2,488
|
|
|
$
|
(2
|
)
|
|
$
|
(22,063
|
)
|
|
$
|
22,501
|
|
|
$
|
(4,273
|
)
|
|
$
|
441
|
|
Net income
|
|
|
|
|
|
|
|
|
715
|
|
|
|
|
33
|
|
||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
(305
|
)
|
|
(16
|
)
|
||||||||||||
Dividends ($0.87/per share)*
|
|
|
|
|
|
|
|
|
(738
|
)
|
|
|
|
(4
|
)
|
||||||||||||
Stock-based compensation expense
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Shares issued for stock options
|
|
|
133
|
|
|
|
|
164
|
|
|
|
|
|
|
|
||||||||||||
Shares issued for restricted stock units
|
|
|
(15
|
)
|
|
|
|
15
|
|
|
|
|
|
|
|
||||||||||||
Treasury stock acquired
|
|
|
|
|
|
|
(220
|
)
|
|
|
|
|
|
|
|||||||||||||
Other
|
|
|
1
|
|
|
1
|
|
|
|
|
|
3
|
|
|
|
|
|
||||||||||
Balance, March 31, 2020
|
$
|
1,466
|
|
|
$
|
2,623
|
|
|
$
|
(1
|
)
|
|
$
|
(22,104
|
)
|
|
$
|
22,481
|
|
|
$
|
(4,578
|
)
|
|
$
|
454
|
|
Three Months Ended March 31, 2019
|
|||||||||||||||||||||||||||
|
Colgate-Palmolive Company Shareholders’ Equity
|
|
|
||||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Unearned
Compensation
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)(1)
|
|
Noncontrolling
Interests
|
||||||||||||||
Balance, December 31, 2018
|
$
|
1,466
|
|
|
$
|
2,204
|
|
|
$
|
(3
|
)
|
|
$
|
(21,196
|
)
|
|
$
|
21,615
|
|
|
$
|
(4,188
|
)
|
|
$
|
299
|
|
Net income
|
|
|
|
|
|
|
|
|
560
|
|
|
|
|
40
|
|
||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
5
|
|
||||||||||||
Dividends ($0.85)/per share)*
|
|
|
|
|
|
|
|
|
(734
|
)
|
|
|
|
(2
|
)
|
||||||||||||
Stock-based compensation expense
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Shares issued for stock options
|
|
|
33
|
|
|
|
|
49
|
|
|
|
|
|
|
|
||||||||||||
Shares issued for restricted stock units
|
|
|
(13
|
)
|
|
|
|
13
|
|
|
|
|
|
|
|
||||||||||||
Treasury stock acquired
|
|
|
|
|
|
|
(399
|
)
|
|
|
|
|
|
|
|||||||||||||
Other
|
|
|
|
|
|
|
|
|
1
|
|
|
(5
|
)
|
|
|
|
|
||||||||||
Balance, March 31, 2019
|
$
|
1,466
|
|
|
$
|
2,241
|
|
|
$
|
(3
|
)
|
|
$
|
(21,532
|
)
|
|
$
|
21,436
|
|
|
$
|
(4,160
|
)
|
|
$
|
342
|
|
1.
|
Basis of Presentation
|
2.
|
Use of Estimates
|
3.
|
Recent Accounting Pronouncements
|
4.
|
Acquisitions
|
Receivables
|
$
|
11
|
|
Inventories
|
13
|
|
|
Other assets and liabilities, net
|
(4
|
)
|
|
Other intangible assets
|
200
|
|
|
Goodwill
|
131
|
|
|
Fair value of net assets acquired
|
$
|
351
|
|
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
|
|
5.
|
Restructuring and Related Implementation Charges
|
|
Three Months Ended
|
|||
|
March 31, 2019
|
|||
Cost of sales
|
|
$
|
11
|
|
Selling, general and administrative expenses
|
|
4
|
|
|
Other (income) expense, net
|
|
13
|
|
|
Non-service related postretirement costs
|
|
1
|
|
|
Total Global Growth and Efficiency Program charges, pretax
|
|
$
|
29
|
|
|
|
|
||
Total Global Growth and Efficiency Program charges, aftertax
|
|
$
|
22
|
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||
|
|
Employee-Related
Costs |
|
Incremental
Depreciation |
|
Asset
Impairments |
|
Other
|
|
Total
|
||||||||||
Balance at December 31, 2019
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74
|
|
|
$
|
100
|
|
Charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash payments
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(30
|
)
|
|||||
Charges against assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreign exchange
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at March 31, 2020
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
69
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Raw materials and supplies
|
$
|
329
|
|
|
$
|
305
|
|
Work-in-process
|
46
|
|
|
49
|
|
||
Finished goods
|
976
|
|
|
1,056
|
|
||
Total Inventories, net
|
$
|
1,351
|
|
|
$
|
1,410
|
|
Non-current inventory, net
|
$
|
(50
|
)
|
|
$
|
(10
|
)
|
Current Inventories, net
|
$
|
1,301
|
|
|
$
|
1,400
|
|
|
Three Months Ended
|
||||||||||||||||||||
|
March 31, 2020
|
|
March 31, 2019
|
||||||||||||||||||
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
||||||||||
Basic EPS
|
$
|
715
|
|
|
856.9
|
|
|
$
|
0.83
|
|
|
$
|
560
|
|
|
862.0
|
|
|
$
|
0.65
|
|
Stock options and
restricted stock units
|
|
|
1.5
|
|
|
|
|
|
|
|
|
1.2
|
|
|
|
|
|||||
Diluted EPS
|
$
|
715
|
|
|
858.4
|
|
|
$
|
0.83
|
|
|
$
|
560
|
|
|
863.2
|
|
|
$
|
0.65
|
|
8.
|
Other Comprehensive Income (Loss)
|
|
|
2020
|
|
2019
|
||||||||||||
|
|
Pretax
|
|
Net of Tax
|
|
Pretax
|
|
Net of Tax
|
||||||||
Cumulative translation adjustments
|
|
$
|
(320
|
)
|
|
$
|
(339
|
)
|
|
$
|
27
|
|
|
$
|
21
|
|
Retirement plans and other retiree benefits:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss) and prior service costs arising during the period
|
|
2
|
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Amortization of net actuarial loss, transition and prior service costs (1)
|
|
17
|
|
|
15
|
|
|
17
|
|
|
13
|
|
||||
Retirement plans and other retiree benefits adjustments
|
|
19
|
|
|
16
|
|
|
16
|
|
|
12
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on cash flow hedges
|
|
25
|
|
|
20
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Reclassification of (gains) losses into net earnings on cash flow hedges (2)
|
|
(3
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
(3
|
)
|
||||
Gains (losses) on cash flow hedges
|
|
22
|
|
|
18
|
|
|
(6
|
)
|
|
(5
|
)
|
||||
Total Other comprehensive income (loss)
|
|
$
|
(279
|
)
|
|
$
|
(305
|
)
|
|
$
|
37
|
|
|
$
|
28
|
|
9.
|
Retirement Plans and Other Retiree Benefits
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||||||||
|
United States
|
|
International
|
|
|
|
|
||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
4
|
|
Interest cost
|
19
|
|
|
23
|
|
|
5
|
|
|
5
|
|
|
11
|
|
|
11
|
|
||||||
Expected return on plan assets
|
(27
|
)
|
|
(26
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Amortization of actuarial loss (gain)
|
11
|
|
|
13
|
|
|
1
|
|
|
2
|
|
|
5
|
|
|
2
|
|
||||||
Net periodic benefit cost
|
$
|
3
|
|
|
$
|
10
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
22
|
|
|
$
|
16
|
|
10.
|
Income Taxes
|
11.
|
Contingencies
|
▪
|
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 and the Greek competition authority have appealed the decision to the Greek Supreme Court.
|
12.
|
Segment Information
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net sales
|
|
|
|
||||
Oral, Personal and Home Care
|
|
|
|
||||
North America
|
$
|
929
|
|
|
$
|
853
|
|
Latin America
|
889
|
|
|
889
|
|
||
Europe
|
675
|
|
|
602
|
|
||
Asia Pacific
|
633
|
|
|
700
|
|
||
Africa/Eurasia
|
252
|
|
|
240
|
|
||
Total Oral, Personal and Home Care
|
3,378
|
|
|
3,284
|
|
||
Pet Nutrition
|
719
|
|
|
600
|
|
||
Total Net sales
|
$
|
4,097
|
|
|
$
|
3,884
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2020
|
|
2019
|
||
Net sales
|
|
|
|
||
Oral Care
|
44
|
%
|
|
48
|
%
|
Personal Care
|
20
|
%
|
|
19
|
%
|
Home Care
|
18
|
%
|
|
18
|
%
|
Pet Nutrition
|
18
|
%
|
|
15
|
%
|
Total Net sales
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating profit
|
|
|
|
||||
Oral, Personal and Home Care
|
|
|
|
||||
North America
|
$
|
258
|
|
|
$
|
249
|
|
Latin America
|
248
|
|
|
232
|
|
||
Europe
|
154
|
|
|
151
|
|
||
Asia Pacific
|
161
|
|
|
189
|
|
||
Africa/Eurasia
|
56
|
|
|
46
|
|
||
Total Oral, Personal and Home Care
|
877
|
|
|
867
|
|
||
Pet Nutrition
|
203
|
|
|
164
|
|
||
Corporate
|
(128
|
)
|
|
(152
|
)
|
||
Total Operating profit
|
$
|
952
|
|
|
$
|
879
|
|
13.
|
Fair Value Measurements and Financial Instruments
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
|
Account
|
|
Fair Value
|
|
Account
|
|
Fair Value
|
||||||||||||
Designated derivative instruments
|
|
|
March 31, 2020
|
|
December 31, 2019
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||
Interest rate swap contracts
|
Other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other accruals
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
Other assets
|
|
16
|
|
|
4
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
58
|
|
|
6
|
|
|
Other accruals
|
|
8
|
|
|
15
|
|
||||
Foreign currency contracts
|
Other assets
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
9
|
|
|
14
|
|
||||
Commodity contracts
|
Other current assets
|
|
—
|
|
|
—
|
|
|
Other accruals
|
|
1
|
|
|
—
|
|
||||
Total designated
|
|
$
|
74
|
|
|
$
|
10
|
|
|
|
|
$
|
18
|
|
|
$
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable securities
|
Other current assets
|
|
$
|
43
|
|
|
$
|
23
|
|
|
|
|
|
|
|
|
|
||
Total other financial instruments
|
|
|
$
|
43
|
|
|
$
|
23
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Long-term debt:
|
|
|
|
||||
Carrying amount of hedged item
|
$
|
415
|
|
|
$
|
403
|
|
Cumulative hedging adjustment included in the carrying amount
|
16
|
|
|
4
|
|
|
March 31, 2020
|
||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Foreign Currency Debt
|
|
Interest Rate Swaps
|
|
Commodity Contracts
|
|
Total
|
||||||||||
Fair Value Hedges
|
$
|
535
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
$
|
—
|
|
|
$
|
935
|
|
Cash Flow Hedges
|
718
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
739
|
|
|||||
Net Investment Hedges
|
473
|
|
|
3,752
|
|
|
—
|
|
|
—
|
|
|
4,225
|
|
|
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
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Hedged items
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Foreign currency contracts designated as fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instrument
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Hedged items
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Foreign currency contracts designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount reclassified from OCI
|
2
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Commodity contracts designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amount reclassified from OCI
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total gain (loss) on hedges recognized in income
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||
March 31,
|
|||||||
2020
|
|
2019
|
|||||
Foreign currency contracts designated as cash flow hedges:
|
|
|
|
||||
Gain (loss) recognized in OCI
|
$
|
25
|
|
|
$
|
(3
|
)
|
Commodity contracts designated as cash flow hedges:
|
|
|
|
||||
Gain (loss) recognized in OCI
|
—
|
|
|
1
|
|
||
Foreign currency contracts designated as net investment hedges:
|
|
|
|
||||
Gain (loss) on instruments
|
25
|
|
|
6
|
|
||
Gain (loss) on hedged items
|
(25
|
)
|
|
(6
|
)
|
||
Foreign currency debt designated as net investment hedges:
|
|
|
|
||||
Gain (loss) on instruments
|
65
|
|
|
29
|
|
||
Gain (loss) on hedged items
|
(65
|
)
|
|
(29
|
)
|
||
Total unrealized gain (loss) on hedges recognized in OCI
|
$
|
25
|
|
|
$
|
(2
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Gross profit, GAAP
|
|
$
|
2,465
|
|
|
$
|
2,287
|
|
Acquisition-related costs
|
|
4
|
|
|
—
|
|
||
Global Growth and Efficiency Program
|
|
—
|
|
|
11
|
|
||
Gross profit, non-GAAP
|
|
$
|
2,469
|
|
|
$
|
2,298
|
|
|
|
Three Months Ended March 31,
|
|||||||
|
|
2020
|
|
2019
|
|
Basis Point Change
|
|||
Gross profit margin, GAAP
|
|
60.2
|
%
|
|
58.9
|
%
|
|
130
|
|
Acquisition-related costs
|
|
0.1
|
|
|
—
|
|
|
|
|
Global Growth and Efficiency Program
|
|
—
|
|
|
0.3
|
|
|
|
|
Gross profit margin, non-GAAP
|
|
60.3
|
%
|
|
59.2
|
%
|
|
110
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Selling, general and administrative expenses, GAAP
|
|
$
|
1,473
|
|
|
$
|
1,365
|
|
Global Growth and Efficiency Program
|
|
—
|
|
|
(4
|
)
|
||
Selling, general and administrative expenses, non-GAAP
|
|
$
|
1,473
|
|
|
$
|
1,361
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
|
Basis Point Change
|
||
Selling, general and administrative expenses as a percentage of Net sales, GAAP
|
|
36.0
|
%
|
|
35.1
|
%
|
|
90
|
Global Growth and Efficiency Program
|
|
—
|
|
|
(0.1
|
)
|
|
|
Selling, general and administrative expenses as a percentage of Net sales, non-GAAP
|
|
36.0
|
%
|
|
35.0
|
%
|
|
100
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
2020
|
|
2019
|
|
% Change
|
|||||
Operating profit, GAAP
|
|
$
|
952
|
|
|
$
|
879
|
|
|
8
|
%
|
Global Growth and Efficiency Program
|
|
—
|
|
|
28
|
|
|
|
|||
Acquisition-related costs
|
|
6
|
|
|
—
|
|
|
|
|||
Operating profit, non-GAAP
|
|
$
|
958
|
|
|
$
|
907
|
|
|
6
|
%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
|
Basis Point Change
|
||
Operating profit margin, GAAP
|
|
23.2
|
%
|
|
22.6
|
%
|
|
60
|
Global Growth and Efficiency Program
|
|
—
|
|
|
0.8
|
|
|
|
Acquisition-related costs
|
|
0.2
|
|
|
—
|
|
|
|
Operating profit margin, non-GAAP
|
|
23.4
|
%
|
|
23.4
|
%
|
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Non-service related postretirement costs, GAAP
|
|
$
|
21
|
|
|
$
|
25
|
|
Global Growth and Efficiency Program
|
|
—
|
|
|
(1
|
)
|
||
Non-service related postretirement costs, non-GAAP
|
|
$
|
21
|
|
|
$
|
24
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||||||||
|
|
Income Before Income Taxes
|
|
Provision For Income Taxes(1)
|
|
Effective Income Tax Rate(2)
|
|
Income Before Income Taxes
|
|
Provision For Income Taxes(1)
|
|
Effective Income Tax Rate(2)
|
||||||||||
As Reported GAAP
|
|
$
|
895
|
|
|
$
|
147
|
|
|
16.4
|
%
|
|
$
|
814
|
|
|
$
|
214
|
|
|
26.3
|
%
|
Global Growth and Efficiency Program
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
7
|
|
|
(0.1
|
)
|
||||
Subsidiary and operating structure initiatives
|
|
—
|
|
|
71
|
|
|
7.9
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Acquisition-related costs
|
|
6
|
|
|
2
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-GAAP
|
|
$
|
901
|
|
|
$
|
220
|
|
|
24.4
|
%
|
|
$
|
843
|
|
|
$
|
221
|
|
|
26.2
|
%
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||
|
Income Before Income Taxes
|
|
Provision For Income Taxes(1)
|
|
Net Income Including Noncontrolling Interests
|
|
Net Income Attributable To Colgate-Palmolive Company
|
|
Diluted Earnings Per Share(2)
|
||||||||||
As Reported GAAP
|
$
|
895
|
|
|
$
|
147
|
|
|
$
|
748
|
|
|
$
|
715
|
|
|
$
|
0.83
|
|
Subsidiary and operating structure initiatives
|
—
|
|
|
71
|
|
|
(71
|
)
|
|
(71
|
)
|
|
(0.08
|
)
|
|||||
Acquisition-related costs
|
6
|
|
|
2
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|||||
Non-GAAP
|
$
|
901
|
|
|
$
|
220
|
|
|
$
|
681
|
|
|
$
|
648
|
|
|
$
|
0.75
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Income Before Income Taxes
|
|
Provision For Income Taxes(1)
|
|
Net Income Including Noncontrolling Interests
|
|
Net Income Attributable To Colgate-Palmolive Company
|
|
Diluted Earnings Per Share(2)
|
||||||||||
As Reported GAAP
|
$
|
814
|
|
|
$
|
214
|
|
|
$
|
600
|
|
|
$
|
560
|
|
|
$
|
0.65
|
|
Global Growth and Efficiency Program
|
29
|
|
|
7
|
|
|
22
|
|
|
22
|
|
|
0.02
|
|
|||||
Non-GAAP
|
$
|
843
|
|
|
$
|
221
|
|
|
$
|
622
|
|
|
$
|
582
|
|
|
$
|
0.67
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Net sales
|
$
|
929
|
|
|
$
|
853
|
|
|
9.0
|
|
%
|
Operating profit
|
$
|
258
|
|
|
$
|
249
|
|
|
4
|
|
%
|
% of Net sales
|
27.8
|
%
|
|
29.2
|
%
|
|
(140
|
)
|
bps
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Net sales
|
$
|
889
|
|
|
$
|
889
|
|
|
—
|
|
%
|
Operating profit
|
$
|
248
|
|
|
$
|
232
|
|
|
7
|
|
%
|
% of Net sales
|
27.9
|
%
|
|
26.1
|
%
|
|
180
|
|
bps
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Net sales
|
$
|
675
|
|
|
$
|
602
|
|
|
12
|
|
%
|
Operating profit
|
$
|
154
|
|
|
$
|
151
|
|
|
2
|
|
%
|
% of Net sales
|
22.8
|
%
|
|
25.1
|
%
|
|
(230
|
)
|
bps
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Net sales
|
$
|
633
|
|
|
$
|
700
|
|
|
(9.5
|
)
|
%
|
Operating profit
|
$
|
161
|
|
|
$
|
189
|
|
|
(15
|
)
|
%
|
% of Net sales
|
25.4
|
%
|
|
27.0
|
%
|
|
(160
|
)
|
bps
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Net sales
|
$
|
252
|
|
|
$
|
240
|
|
|
5.0
|
|
%
|
Operating profit
|
$
|
56
|
|
|
$
|
46
|
|
|
22
|
|
%
|
% of Net sales
|
22.2
|
%
|
|
19.2
|
%
|
|
300
|
|
bps
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Net sales
|
$
|
719
|
|
|
$
|
600
|
|
|
20.0
|
|
%
|
Operating profit
|
$
|
203
|
|
|
$
|
164
|
|
|
24
|
|
%
|
% of Net sales
|
28.2
|
%
|
|
27.3
|
%
|
|
90
|
|
bps
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Change
|
|
|
||||
Operating profit (loss)
|
$
|
(128
|
)
|
|
$
|
(152
|
)
|
|
(16
|
)
|
%
|
Three Months Ended March 31, 2020
|
Net Sales Growth
(GAAP)
|
Foreign
Exchange
Impact
|
Acquisitions and Divestments
Impact
|
Organic
Sales Growth
(Non-GAAP)
|
Oral, Personal and Home Care
|
|
|
|
|
North America
|
9.0%
|
(0.5)%
|
1.5%
|
8.0%
|
Latin America
|
—%
|
(10.5)%
|
—%
|
10.5%
|
Europe
|
12.0%
|
(3.0)%
|
8.5%
|
6.5%
|
Asia Pacific
|
(9.5)%
|
(2.0)%
|
—%
|
(7.5)%
|
Africa/Eurasia
|
5.0%
|
(4.5)%
|
1.5%
|
8.0%
|
Total Oral, Personal and Home Care
|
3.0%
|
(4.0)%
|
2.0%
|
5.0%
|
Pet Nutrition
|
20.0%
|
(1.0)%
|
—%
|
21.0%
|
Total Company
|
5.5%
|
(3.5)%
|
1.5%
|
7.5%
|
•
|
Our ability to continue to maintain and support the health and safety of our employees, including key employees;
|
•
|
Volatility in the demand for and availability of our products, which may be caused by the temporary inability of our consumers to purchase our products due to illness, financial hardship, quarantine, government actions mandating the closure of our distributors or retailers or imposing travel or movement restrictions, shifts in demand away from more discretionary or higher priced products to lower priced products, or pantry-loading activity;
|
•
|
Changes in purchasing patterns of our consumers, including the frequency of visits by consumers to retail locations and a shift to purchasing our products online from eCommerce retailers;
|
•
|
Inability to meet our customers' needs and achieve our cost targets due to temporary or long-term disruptions in the manufacture, sourcing and distribution of our products or materials despite our business continuity and contingency plans in place for key manufacturing sites and the supply of raw and packaging materials;
|
•
|
Failure of third parties on which we rely, including our suppliers, contract manufacturers, customers, commercial banks, joint venture partners and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties;
|
•
|
Significant changes in the economic and political conditions of the markets in which we operate, which could restrict and have restricted our employees’ ability to work and travel, could mandate and have mandated or caused the closure of certain distributors or retailers, our offices, shared business service centers and/or operating and manufacturing facilities or otherwise could prevent and have prevented us as well as our third-party partners, suppliers or customers from sufficiently staffing operations, including operations necessary for the manufacture, distribution, sale and support of our products; and/or
|
•
|
Disruptions and volatility in the global capital markets, which may increase the cost of capital and adversely impact our access to capital, and currency and commodity prices.
|
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)
|
||||||
January 1 through 31, 2020
|
|
797,787
|
|
|
$
|
69.81
|
|
|
762,303
|
|
|
$
|
3,229
|
|
February 1 through 29, 2020
|
|
1,294,084
|
|
|
$
|
74.52
|
|
|
1,183,595
|
|
|
$
|
3,141
|
|
March 1 through 31, 2020
|
|
1,031,036
|
|
|
$
|
67.36
|
|
|
993,383
|
|
|
$
|
3,074
|
|
Total
|
|
3,122,907
|
|
|
$
|
70.95
|
|
|
2,939,281
|
|
|
|
|
Exhibit No.
|
|
Description
|
10-A
|
|
|
|
|
|
31-A
|
|
|
|
|
|
31-B
|
|
|
|
|
|
32
|
|
|
|
|
|
101
|
|
The following materials from Colgate-Palmolive Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020, formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
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.
|
|
COLGATE-PALMOLIVE COMPANY
|
|
(Registrant)
|
|
|
|
Principal Executive Officer:
|
|
|
May 1, 2020
|
/s/ Noel R. Wallace
|
|
Noel R. Wallace
|
|
Chairman of the Board, President and
Chief Executive Officer
|
|
|
|
Principal Financial Officer:
|
|
|
May 1, 2020
|
/s/ Henning I. Jakobsen
|
|
Henning I. Jakobsen
|
|
Chief Financial Officer
|
|
|
|
Principal Accounting Officer:
|
|
|
May 1, 2020
|
/s/ Philip G. Shotts
|
|
Philip G. Shotts
|
|
Vice President and Controller
|
Date of Grant:
|
/$GrantDate$/
|
Target Number of PBRSUs:
|
/$AwardsGranted$/
|
Fair Market Value of Common Stock on Grant Date:
|
/$FMV$/
|
Performance Period:
|
January 1, 2020 through December 31, 2022
|
Vesting Date:
|
The date the Committee certifies performance of the performance criteria set forth in Exhibit A to the Agreement (the “Certification Date”)
|
Settlement Date:
|
As soon as administratively practicable following the Certification Date, but no later than the earlier of (i) 60 days after the Certification Date and (ii) March 15, 2023.
|
Company’s TSR Relative to Compensation Peer Group
|
Award Modifier
|
≥75th percentile
|
+25%
|
60th percentile
|
+15%
|
50th percentile
|
0
|
40th percentile
|
-15%
|
≤25th percentile
|
-25%
|
|
Performance Achieved
|
Award Payout
|
Weight
|
% of Target Award Earned
|
Pre-TSR Modifier Payout
|
Total Payout
(with TSR Modifier) |
Relative
Net Income Growth |
50th Percentile
|
100% of Target Award
|
30%
|
100% * 30% = 30%
|
(30% + 75% +10%) =
115% of Target Award
|
115%*115%=
132.25% of Target Award
|
Relative Organic Sales Growth
|
75th Percentile
|
150% of Target Award
|
50%
|
150% * 50% = 75%
|
||
Free Cash Flow Productivity
|
75%
|
50% of Target Award
|
20%
|
50% * 20% = 10%
|
10.
|
For purposes of this Agreement, the following terms are defined as set forth below:
|
(a)
|
“Compensation Peer Group” means Campbell Soup Company, The Clorox Company, The Coca-Cola Company, Conagra Brands, Inc., The Estee Lauder Companies Inc., General Mills, Inc., Johnson & Johnson, Kellogg Company, Kimberly-Clark Corporation, The Kraft Heinz Company, Mondelez International, Inc., PepsiCo, Inc., The Procter and Gamble Company, Reckitt Benckiser Group plc and Unilever N.V. If any company contained in the Compensation Peer Group ceases to be a company whose shares are publicly traded during the Performance Period or in the event of any other extraordinary circumstance as determined by the Committee, that Company will be excluded from the Compensation Peer Group for purposes of all determinations regarding this Award.
|
(b)
|
“Free Cash Flow Productivity” means, with respect to the Performance Period, the sum of the actual reported Free cash flow before dividends as a percentage of actual reported GAAP Net income including non-controlling interests for each year of the Performance Period divided by three.
|
(c)
|
“Net Income Growth” means, with respect to the Performance Period, the sum of the actual, reported non-GAAP net income growth of the applicable company for each year of the Performance Period divided by three.
|
(d)
|
“Organic Sales Growth” means, with respect to the Performance Period, the sum of the actual reported organic sales growth of the applicable company for each year of the Performance Period divided by three.
|
(e)
|
“Performance Period” means the period from January 1, 2020 through December 31, 2021.
|
(f)
|
“Relative Net Income Growth” means, with respect to the Performance Period, a percentage indicating the Company’s Net Income Growth relative to the Net Income Growth of all of the other companies in the Compensation Peer Group.
|
(g)
|
“Relative Organic Sales Growth” means, with respect to the Performance Period, a percentage indicating the Company’s Organic Sales Growth relative to the Organic Sales Growth of all of the other companies in the Compensation Peer Group.
|
(h)
|
“TSR” means, with respect to the Performance Period, the increase in stock price (taking into account any stock split, recapitalization or similar event) from the beginning of the Performance Period to the end of the Performance Period, plus dividends paid during the Performance Period and assuming such dividends have been reinvested. For purposes of measuring TSR, the stock price at the beginning of the Performance Period shall equal the closing price of a share on December 31, 2019 and the stock price at the conclusion of the Performance Period shall equal the closing price of a share on the last trading day of calendar year 2022.
|
11.
|
Notwithstanding anything to the contrary contained herein, the Committee shall have the discretion to adjust the number of PBRSUs earned (and the number of Shares delivered) upward (but not in excess of 250% of the Target PBRSUs) or downward, including to reflect the occurrence of extraordinary events (as determined by the Committee).
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Colgate-Palmolive Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Noel R. Wallace
|
Noel R. Wallace
|
Chairman of the Board, President and
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Colgate-Palmolive Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Henning I. Jakobsen
|
Henning I. Jakobsen
|
Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Colgate-Palmolive Company.
|
/s/ Noel R. Wallace
|
Noel R. Wallace
|
Chairman of the Board, President and
|
Chief Executive Officer
|
|
/s/ Henning I. Jakobsen
|
Henning I. Jakobsen
|
Chief Financial Officer
|