x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended September 30, 2011
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from________ to________ .
|
DELAWARE
|
13-1815595
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
300 Park Avenue, New York, New York
|
10022
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Class
|
|
Shares Outstanding
|
|
Date
|
Common stock, $1.00 par value
|
|
483,999,297
|
|
September 30, 2011
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Net sales
|
$
|
4,383
|
|
|
$
|
3,943
|
|
|
$
|
12,562
|
|
|
$
|
11,586
|
|
Cost of sales
|
1,921
|
|
|
1,599
|
|
|
5,365
|
|
|
4,732
|
|
||||
Gross profit
|
2,462
|
|
|
2,344
|
|
|
7,197
|
|
|
6,854
|
|
||||
Selling, general and administrative expenses
|
1,489
|
|
|
1,391
|
|
|
4,314
|
|
|
4,038
|
|
||||
Other (income) expense, net
|
(62
|
)
|
|
(5
|
)
|
|
(35
|
)
|
|
232
|
|
||||
Operating profit
|
1,035
|
|
|
958
|
|
|
2,918
|
|
|
2,584
|
|
||||
Interest expense, net
|
10
|
|
|
13
|
|
|
37
|
|
|
43
|
|
||||
Income before income taxes
|
1,025
|
|
|
945
|
|
|
2,881
|
|
|
2,541
|
|
||||
Provision for income taxes
|
349
|
|
|
300
|
|
|
952
|
|
|
879
|
|
||||
Net income including noncontrolling interests
|
676
|
|
|
645
|
|
|
1,929
|
|
|
1,662
|
|
||||
Less: Net income attributable to noncontrolling interests
|
33
|
|
|
26
|
|
|
88
|
|
|
83
|
|
||||
Net income attributable to Colgate-Palmolive Company
|
$
|
643
|
|
|
$
|
619
|
|
|
$
|
1,841
|
|
|
$
|
1,579
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, basic
|
$
|
1.32
|
|
|
$
|
1.26
|
|
|
$
|
3.76
|
|
|
$
|
3.17
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, diluted
|
$
|
1.31
|
|
|
$
|
1.21
|
|
|
$
|
3.73
|
|
|
$
|
3.07
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.58
|
|
|
$
|
0.53
|
|
|
$
|
1.69
|
|
|
$
|
1.50
|
|
|
September 30,
2011 |
|
December 31,
2010 |
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
945
|
|
|
$
|
490
|
|
Receivables (net of allowances of $52 and $53, respectively)
|
1,677
|
|
|
1,610
|
|
||
Inventories
|
1,336
|
|
|
1,222
|
|
||
Other current assets
|
485
|
|
|
408
|
|
||
Total current assets
|
4,443
|
|
|
3,730
|
|
||
Property, plant and equipment:
|
|
|
|
|
|
||
Cost
|
7,229
|
|
|
7,160
|
|
||
Less: Accumulated depreciation
|
(3,614
|
)
|
|
(3,467
|
)
|
||
|
3,615
|
|
|
3,693
|
|
||
Goodwill, net
|
2,694
|
|
|
2,362
|
|
||
Other intangible assets, net
|
1,424
|
|
|
831
|
|
||
Deferred income taxes
|
91
|
|
|
84
|
|
||
Other assets
|
501
|
|
|
472
|
|
||
Total assets
|
$
|
12,768
|
|
|
$
|
11,172
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Notes and loans payable
|
$
|
67
|
|
|
$
|
48
|
|
Current portion of long-term debt
|
921
|
|
|
561
|
|
||
Accounts payable
|
1,150
|
|
|
1,165
|
|
||
Accrued income taxes
|
379
|
|
|
272
|
|
||
Other accruals
|
1,800
|
|
|
1,682
|
|
||
Total current liabilities
|
4,317
|
|
|
3,728
|
|
||
|
|
|
|
||||
Long-term debt
|
3,768
|
|
|
2,815
|
|
||
Deferred income taxes
|
275
|
|
|
108
|
|
||
Other liabilities
|
1,538
|
|
|
1,704
|
|
||
|
|
|
|
||||
Shareholders’ Equity
|
|
|
|
|
|
||
Common stock
|
733
|
|
|
733
|
|
||
Additional paid-in capital
|
1,268
|
|
|
1,132
|
|
||
Retained earnings
|
15,344
|
|
|
14,329
|
|
||
Accumulated other comprehensive income (loss)
|
(2,199
|
)
|
|
(2,115
|
)
|
||
|
15,146
|
|
|
14,079
|
|
||
Unearned compensation
|
(59
|
)
|
|
(99
|
)
|
||
Treasury stock, at cost
|
(12,420
|
)
|
|
(11,305
|
)
|
||
Total Colgate-Palmolive Company shareholders’ equity
|
2,667
|
|
|
2,675
|
|
||
Noncontrolling interests
|
203
|
|
|
142
|
|
||
Total shareholders’ equity
|
2,870
|
|
|
2,817
|
|
||
Total liabilities and shareholders’ equity
|
$
|
12,768
|
|
|
$
|
11,172
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2011
|
|
2010
|
||||
Operating Activities
|
|
|
|
||||
Net income including noncontrolling interests
|
$
|
1,929
|
|
|
$
|
1,662
|
|
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operations:
|
|
|
|
|
|
||
Depreciation and amortization
|
315
|
|
|
278
|
|
||
Restructuring, net of cash
|
130
|
|
|
—
|
|
||
Venezuela hyperinflationary transition charge
|
—
|
|
|
271
|
|
||
Gain before tax on sales of non-core product lines
|
(207
|
)
|
|
—
|
|
||
Voluntary benefit plan contributions
|
(178
|
)
|
|
(35
|
)
|
||
Stock-based compensation expense
|
102
|
|
|
101
|
|
||
Deferred income taxes
|
134
|
|
|
91
|
|
||
Cash effects of changes in:
|
|
|
|
|
|||
Receivables
|
(127
|
)
|
|
(56
|
)
|
||
Inventories
|
(147
|
)
|
|
(63
|
)
|
||
Accounts payable and other accruals
|
62
|
|
|
(95
|
)
|
||
Other non-current assets and liabilities
|
44
|
|
|
89
|
|
||
Net cash provided by operations
|
2,057
|
|
|
2,243
|
|
||
Investing Activities
|
|
|
|
|
|
||
Capital expenditures
|
(324
|
)
|
|
(318
|
)
|
||
Sale of property and non-core product lines
|
241
|
|
|
3
|
|
||
Purchases of marketable securities and investments
|
(108
|
)
|
|
(211
|
)
|
||
Proceeds from sale of marketable securities and investments
|
173
|
|
|
94
|
|
||
Payment for acquisitions, net of cash acquired
|
(972
|
)
|
|
—
|
|
||
Other
|
(8
|
)
|
|
(6
|
)
|
||
Net cash used in investing activities
|
(998
|
)
|
|
(438
|
)
|
||
Financing Activities
|
|
|
|
|
|
||
Principal payments on debt
|
(2,720
|
)
|
|
(3,469
|
)
|
||
Proceeds from issuance of debt
|
4,074
|
|
|
3,709
|
|
||
Dividends paid
|
(850
|
)
|
|
(804
|
)
|
||
Purchases of treasury shares
|
(1,386
|
)
|
|
(1,385
|
)
|
||
Proceeds from exercise of stock options and excess tax benefits
|
316
|
|
|
204
|
|
||
Net cash provided by (used in) financing activities
|
(566
|
)
|
|
(1,745
|
)
|
||
Effect of exchange rate changes on Cash and cash equivalents
|
(38
|
)
|
|
(6
|
)
|
||
Net increase (decrease) in Cash and cash equivalents
|
455
|
|
|
54
|
|
||
Cash and cash equivalents at beginning of the period
|
490
|
|
|
600
|
|
||
Cash and cash equivalents at end of the period
|
945
|
|
|
654
|
|
||
Supplemental Cash Flow Information
|
|
|
|
|
|
||
Income taxes paid
|
$
|
769
|
|
|
$
|
854
|
|
1.
|
Basis of Presentation
|
2.
|
Use of Estimates
|
3.
|
Acquisitions and Divestitures
|
4.
|
Inventories
|
|
September 30,
2011 |
|
December 31,
2010
|
|
|||
Raw materials and supplies
|
$
|
324
|
|
|
$
|
295
|
|
Work-in-process
|
60
|
|
|
50
|
|
||
Finished goods
|
952
|
|
|
877
|
|
||
Total Inventories
|
$
|
1,336
|
|
|
$
|
1,222
|
|
5.
|
Shareholders’ Equity
|
|
Colgate-Palmolive Company Shareholders’ Equity
|
|
Noncontrolling
Interests
|
||||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Unearned
Compensation
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
||||||||||||||
Balance, December 31, 2010
|
$
|
733
|
|
|
$
|
1,132
|
|
|
$
|
(99
|
)
|
|
$
|
(11,305
|
)
|
|
$
|
14,329
|
|
|
$
|
(2,115
|
)
|
|
$
|
142
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,841
|
|
|
|
|
|
88
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(84
|
)
|
|
(3
|
)
|
|||||||
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
(826
|
)
|
|
|
|
|
(24
|
)
|
|||||||
Stock-based compensation expense
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shares issued for stock options
|
|
|
|
75
|
|
|
|
|
|
222
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shares issued for restricted stock awards
|
|
|
(49
|
)
|
|
|
|
49
|
|
|
|
|
|
|
|
||||||||||||
Treasury stock acquired
|
|
|
|
|
|
|
|
|
|
(1,386
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Other
|
|
|
|
8
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, September 30, 2011
|
$
|
733
|
|
|
$
|
1,268
|
|
|
$
|
(59
|
)
|
|
$
|
(12,420
|
)
|
|
$
|
15,344
|
|
|
$
|
(2,199
|
)
|
|
$
|
203
|
|
6.
|
Comprehensive Income
|
|
Three Months Ended
|
||||||||||||||||||||||
|
September 30, 2011
|
|
September 30, 2010
|
||||||||||||||||||||
|
Colgate-Palmolive Company
|
|
Noncontrolling interests
|
|
Total
|
|
Colgate-Palmolive Company
|
|
Noncontrolling interests
|
|
Total
|
||||||||||||
Net income
|
$
|
643
|
|
|
$
|
33
|
|
|
$
|
676
|
|
|
$
|
619
|
|
|
$
|
26
|
|
|
$
|
645
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative translation adjustment
|
(478
|
)
|
|
(5
|
)
|
|
(483
|
)
|
|
307
|
|
|
4
|
|
|
311
|
|
||||||
Retirement Plan and other retiree benefit adjustments
|
29
|
|
|
—
|
|
|
29
|
|
|
(332
|
)
|
|
—
|
|
|
(332
|
)
|
||||||
Gains (losses) on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Other
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Total Other comprehensive income (loss), net of tax
|
$
|
(451
|
)
|
|
$
|
(5
|
)
|
|
$
|
(456
|
)
|
|
$
|
(33
|
)
|
|
$
|
4
|
|
|
$
|
(29
|
)
|
Comprehensive income
|
$
|
192
|
|
|
$
|
28
|
|
|
$
|
220
|
|
|
$
|
586
|
|
|
$
|
30
|
|
|
$
|
616
|
|
|
Nine Months Ended
|
||||||||||||||||||||||
|
September 30, 2011
|
|
September 30, 2010
|
||||||||||||||||||||
|
Colgate-Palmolive Company
|
|
Noncontrolling interests
|
|
Total
|
|
Colgate-Palmolive Company
|
|
Noncontrolling interests
|
|
Total
|
||||||||||||
Net income
|
$
|
1,841
|
|
|
$
|
88
|
|
|
$
|
1,929
|
|
|
$
|
1,579
|
|
|
$
|
83
|
|
|
$
|
1,662
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative translation adjustment
|
(183
|
)
|
|
(3
|
)
|
|
(186
|
)
|
|
126
|
|
|
3
|
|
|
129
|
|
||||||
Retirement Plan and other retiree benefit adjustments
|
57
|
|
|
—
|
|
|
57
|
|
|
(310
|
)
|
|
—
|
|
|
(310
|
)
|
||||||
Gains (losses) on cash flow hedges
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Other
|
46
|
|
|
—
|
|
|
46
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
||||||
Total Other comprehensive income (loss), net of tax
|
$
|
(84
|
)
|
|
$
|
(3
|
)
|
|
$
|
(87
|
)
|
|
$
|
(212
|
)
|
|
$
|
3
|
|
|
$
|
(209
|
)
|
Comprehensive income
|
$
|
1,757
|
|
|
$
|
85
|
|
|
$
|
1,842
|
|
|
$
|
1,367
|
|
|
$
|
86
|
|
|
$
|
1,453
|
|
7.
|
Earnings Per Share
|
|
Three Months Ended
|
||||||||||||||||||||
|
September 30, 2011
|
|
September 30, 2010
|
||||||||||||||||||
|
Income
|
|
Shares
(millions)
|
|
Per
Share
|
|
Income
|
|
Shares
(millions)
|
|
Per
Share
|
||||||||||
Net income attributable to Colgate-Palmolive Company
|
$
|
643
|
|
|
|
|
|
|
$
|
619
|
|
|
|
|
|
||||||
Preferred dividends
|
—
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
||||||||
Basic EPS
|
643
|
|
|
486.7
|
|
|
$
|
1.32
|
|
|
610
|
|
|
486.0
|
|
|
$
|
1.26
|
|
||
Stock options and restricted stock
|
|
|
3.8
|
|
|
|
|
|
|
|
|
3.8
|
|
|
|
|
|||||
Convertible preference stock
|
—
|
|
|
—
|
|
|
|
|
|
9
|
|
|
19.7
|
|
|
|
|
||||
Diluted EPS
|
$
|
643
|
|
|
490.5
|
|
|
$
|
1.31
|
|
|
$
|
619
|
|
|
509.5
|
|
|
$
|
1.21
|
|
|
Nine Months Ended
|
||||||||||||||||||||
|
September 30, 2011
|
|
September 30, 2010
|
||||||||||||||||||
|
Income
|
|
Shares
(millions)
|
|
Per
Share
|
|
Income
|
|
Shares
(millions)
|
|
Per
Share
|
||||||||||
Net income attributable to Colgate-Palmolive Company
|
$
|
1,841
|
|
|
|
|
|
|
$
|
1,579
|
|
|
|
|
|
||||||
Preferred dividends
|
—
|
|
|
|
|
|
|
(25
|
)
|
|
|
|
|
||||||||
Basic EPS
|
1,841
|
|
|
489.9
|
|
|
$
|
3.76
|
|
|
1,554
|
|
|
489.9
|
|
|
$
|
3.17
|
|
||
Stock options and restricted stock
|
|
|
3.5
|
|
|
|
|
|
|
|
|
4.7
|
|
|
|
|
|||||
Convertible preference stock
|
—
|
|
|
—
|
|
|
|
|
|
25
|
|
|
20.1
|
|
|
|
|
||||
Diluted EPS
|
$
|
1,841
|
|
|
493.4
|
|
|
$
|
3.73
|
|
|
$
|
1,579
|
|
|
514.7
|
|
|
$
|
3.07
|
|
8.
|
Retirement Plans and Other Retiree Benefits
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||||||||
|
United States
|
|
International
|
|
|
|
|
||||||||||||||||
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
Service cost
|
$
|
5
|
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Interest cost
|
24
|
|
|
23
|
|
|
9
|
|
|
9
|
|
|
8
|
|
|
9
|
|
||||||
Annual ESOP allocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Expected return on plan assets
|
(27
|
)
|
|
(25
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Amortization of transition and prior service costs (credits)
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial loss
|
12
|
|
|
13
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
4
|
|
||||||
Net periodic benefit cost
|
$
|
16
|
|
|
$
|
23
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
12
|
|
|
$
|
14
|
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||||||||
|
United States
|
|
International
|
|
|
|
|
||||||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
Service cost
|
$
|
18
|
|
|
$
|
36
|
|
|
$
|
16
|
|
|
$
|
13
|
|
|
$
|
8
|
|
|
$
|
10
|
|
Interest cost
|
75
|
|
|
71
|
|
|
28
|
|
|
26
|
|
|
29
|
|
|
30
|
|
||||||
Annual ESOP allocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
||||||
Expected return on plan assets
|
(83
|
)
|
|
(76
|
)
|
|
(21
|
)
|
|
(19
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Amortization of transition and prior service costs (credits)
|
7
|
|
|
3
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
—
|
|
||||||
Amortization of actuarial loss
|
35
|
|
|
35
|
|
|
7
|
|
|
7
|
|
|
12
|
|
|
11
|
|
||||||
Net periodic benefit cost
|
$
|
52
|
|
|
$
|
69
|
|
|
$
|
32
|
|
|
$
|
28
|
|
|
$
|
49
|
|
|
$
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
Contingencies
|
▪
|
In June 2005, the First Board of Taxpayers ruled in the Company’s favor and allowed all of the previously claimed deductions for 1996 through 1998. In March 2007, the First Board of Taxpayers ruled in the Company’s favor and allowed all of the previously claimed deductions for 1999 through 2001. The tax authorities appealed these decisions to the next administrative level.
|
▪
|
In August 2009, the First Taxpayers’ Council (the next and final administrative level of appeal) overruled the decisions of the First Board of Taxpayers, upholding the majority of the assessments, disallowing a portion of the assessments and remanding a portion of the assessments for further consideration by the First Board of Taxpayers.
|
▪
|
In December 2009, the Swiss competition law authority imposed a fine of $
5
on the Company’s GABA subsidiary for alleged violations of restrictions on parallel imports into Switzerland. The Company is appealing the fine in the Swiss courts.
|
▪
|
In January 2010, the Spanish competition law authority found that four suppliers of shower gel had entered into an agreement regarding product down-sizing, for which Colgate’s Spanish subsidiary was fined $
3
. The Company is appealing the fine in the Spanish courts.
|
▪
|
In December 2010, the Italian competition law authority found that 16 consumer goods companies, including the Company’s Italian subsidiary, exchanged competitively sensitive information in the cosmetics sector, for which the Company’s Italian subsidiary was fined $
3
. The Company is appealing the fine in the Italian courts.
|
▪
|
The French competition authority alleges agreements on pricing and promotion of heavy duty detergents among four consumer goods companies, including the Company’s French subsidiary.
|
▪
|
The French competition authority alleges violations of competition law by three pet food producers, including the Company’s Hill’s France subsidiary, focusing on exclusivity arrangements and parallel trade restrictions.
|
▪
|
The German competition authority alleges that 17 branded goods companies, including the Company’s German subsidiary, exchanged sensitive information related to the German market.
|
▪
|
In April 2011, the investigation by the European Commission was resolved with no formal claims of violations or decisions made against the Company. To the Company’s knowledge, there are no other investigations by the European Commission relating to potential competition law violations involving the Company or its subsidiaries.
|
▪
|
In May 2011, the Dutch competition authority closed its investigation and no decision was made against the Company or its Dutch subsidiary.
|
10.
|
Segment Information
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
776
|
|
|
$
|
753
|
|
|
$
|
2,238
|
|
|
$
|
2,274
|
|
Latin America
|
1,243
|
|
|
1,069
|
|
|
3,571
|
|
|
3,130
|
|
||||
Europe/South Pacific
|
972
|
|
|
821
|
|
|
2,661
|
|
|
2,415
|
|
||||
Greater Asia/Africa
|
855
|
|
|
779
|
|
|
2,484
|
|
|
2,239
|
|
||||
Total Oral, Personal and Home Care
|
3,846
|
|
|
3,422
|
|
|
10,954
|
|
|
10,058
|
|
||||
Pet Nutrition
|
537
|
|
|
521
|
|
|
1,608
|
|
|
1,528
|
|
||||
Total Net sales
|
$
|
4,383
|
|
|
$
|
3,943
|
|
|
$
|
12,562
|
|
|
$
|
11,586
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
|
|
|
|
|
||||
North America
|
$
|
213
|
|
|
$
|
224
|
|
|
$
|
599
|
|
|
$
|
668
|
|
Latin America
|
364
|
|
|
332
|
|
|
1,050
|
|
|
975
|
|
||||
Europe/South Pacific
|
196
|
|
|
197
|
|
|
551
|
|
|
572
|
|
||||
Greater Asia/Africa
|
202
|
|
|
195
|
|
|
604
|
|
|
573
|
|
||||
Total Oral, Personal and Home Care
|
975
|
|
|
948
|
|
|
2,804
|
|
|
2,788
|
|
||||
Pet Nutrition
|
127
|
|
|
138
|
|
|
408
|
|
|
413
|
|
||||
Corporate
|
(67
|
)
|
|
(128
|
)
|
|
(294
|
)
|
|
(617
|
)
|
||||
Total Operating profit
|
$
|
1,035
|
|
|
$
|
958
|
|
|
$
|
2,918
|
|
|
$
|
2,584
|
|
11.
|
Fair Value Measurements and Financial Instruments
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
|
Account
|
|
Fair Value
|
|
Account
|
|
Fair Value
|
||||||||||||
Designated derivative instruments
|
|
|
9/30/11
|
|
12/31/10
|
|
|
|
9/30/11
|
|
12/31/10
|
||||||||
Interest rate swap contracts
|
Other current assets & Other assets
|
|
$
|
45
|
|
|
$
|
22
|
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
7
|
|
Foreign currency contracts
|
Other current assets
|
|
8
|
|
|
10
|
|
|
Other accruals
|
|
8
|
|
|
10
|
|
||||
Commodity contracts
|
Other current assets
|
|
—
|
|
|
4
|
|
|
Other accruals
|
|
3
|
|
|
—
|
|
||||
Total designated
|
|
|
$
|
53
|
|
|
$
|
36
|
|
|
|
|
$
|
11
|
|
|
$
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
Other assets
|
|
$
|
2
|
|
|
$
|
—
|
|
|
Other accruals
|
|
$
|
—
|
|
|
$
|
2
|
|
Total not designated
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivative instruments
|
|
|
$
|
55
|
|
|
$
|
36
|
|
|
|
|
$
|
11
|
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable securities
|
Other current assets
|
|
$
|
72
|
|
|
$
|
74
|
|
|
|
|
|
|
|
|
|
||
Available-for-sale securities
|
Other assets
|
|
233
|
|
|
228
|
|
|
|
|
|
|
|
|
|
||||
Total other financial instruments
|
|
|
$
|
305
|
|
|
$
|
302
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Interest
Rate
Swaps
|
|
Total
|
|
Foreign
Currency
Contracts
|
|
Interest
Rate
Swaps
|
|
Total
|
||||||||||||
Notional Value at September 30
|
$
|
619
|
|
|
$
|
1,288
|
|
|
$
|
1,907
|
|
|
$
|
1,080
|
|
|
$
|
600
|
|
|
$
|
1,680
|
|
Three-months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on derivative
|
—
|
|
|
22
|
|
|
22
|
|
|
26
|
|
|
4
|
|
|
30
|
|
||||||
Gain (loss) on hedged items
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|
(26
|
)
|
|
(4
|
)
|
|
(30
|
)
|
||||||
Nine-months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on derivative
|
6
|
|
|
30
|
|
|
36
|
|
|
22
|
|
|
13
|
|
|
35
|
|
||||||
Gain (loss) on hedged items
|
(6
|
)
|
|
(30
|
)
|
|
(36
|
)
|
|
(22
|
)
|
|
(13
|
)
|
|
(35
|
)
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Commodity
Contracts
|
|
Total
|
|
Foreign
Currency
Contracts
|
|
Commodity
Contracts
|
|
Total
|
||||||||||||
Notional Value at September 30
|
$
|
326
|
|
|
$
|
32
|
|
|
$
|
358
|
|
|
$
|
292
|
|
|
$
|
16
|
|
|
$
|
308
|
|
Three-months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) recognized in OCI
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
(11
|
)
|
|
5
|
|
|
(6
|
)
|
||||||
Gain (loss) reclassified into Cost of sales
|
(5
|
)
|
|
1
|
|
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Nine-months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) recognized in OCI
|
(9
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
(10
|
)
|
|
2
|
|
|
(8
|
)
|
||||||
Gain (loss) reclassified into Cost of sales
|
(13
|
)
|
|
6
|
|
|
(7
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Foreign
Currency
Debt
|
|
Total
|
|
Foreign
Currency
Contracts
|
|
Foreign
Currency
Debt
|
|
Total
|
||||||||||||
Notional Value at September 30
|
$
|
32
|
|
|
$
|
348
|
|
|
$
|
380
|
|
|
$
|
76
|
|
|
$
|
279
|
|
|
$
|
355
|
|
Three-months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on instruments
|
2
|
|
|
23
|
|
|
25
|
|
|
(10
|
)
|
|
(31
|
)
|
|
(41
|
)
|
||||||
Gain (loss) on hedged items
|
(2
|
)
|
|
(23
|
)
|
|
(25
|
)
|
|
10
|
|
|
31
|
|
|
41
|
|
||||||
Nine-months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on instruments
|
(8
|
)
|
|
(10
|
)
|
|
(18
|
)
|
|
(6
|
)
|
|
3
|
|
|
(3
|
)
|
||||||
Gain (loss) on hedged items
|
8
|
|
|
10
|
|
|
18
|
|
|
6
|
|
|
(3
|
)
|
|
3
|
|
|
2011
|
|
2010
|
||||
|
Cross-currency
Swap
|
|
Cross-currency
Swap
|
||||
Notional Value at September 30
|
$
|
96
|
|
|
$
|
90
|
|
Three-months ended September 30:
|
|
|
|
||||
Gain (loss) on instrument
|
2
|
|
|
(5
|
)
|
||
Gain (loss) on hedged item
|
(2
|
)
|
|
5
|
|
||
Nine-months ended September 30:
|
|
|
|
||||
Gain (loss) on instrument
|
(2
|
)
|
|
1
|
|
||
Gain (loss) on hedged item
|
2
|
|
|
(1
|
)
|
|
2011
|
|
2010
|
||||
Beginning balance as of January 1
|
$
|
96
|
|
|
$
|
46
|
|
Unrealized gain (loss) on investment
|
60
|
|
|
(19
|
)
|
||
Purchases and sales during the period
|
77
|
|
|
23
|
|
||
Ending balance as of September 30
|
$
|
233
|
|
|
$
|
50
|
|
12.
|
Venezuela
|
|
Three Months Ended September 30,
|
|
Change
|
||||||||
|
2011
|
|
2010
|
|
|
|
|||||
Net sales
|
$
|
776
|
|
|
$
|
753
|
|
|
3.0
|
|
%
|
Operating profit
|
$
|
213
|
|
|
$
|
224
|
|
|
(5
|
)
|
%
|
% of Net sales
|
27.4
|
%
|
|
29.7
|
%
|
|
(230
|
)
|
bps
|
|
Three Months Ended September 30,
|
|
Change
|
|||||||||
|
2011
|
|
2010
|
|
|
|
||||||
Net sales
|
$
|
1,243
|
|
1,069
|
|
$
|
1,069
|
|
|
16.0
|
|
%
|
Operating profit
|
$
|
364
|
|
|
$
|
332
|
|
|
10
|
|
%
|
|
% of Net sales
|
29.3
|
%
|
|
31.1
|
%
|
|
(180
|
)
|
bps
|
|
Three Months Ended September 30,
|
|
Change
|
||||||||
|
2011
|
|
2010
|
|
|
|
|||||
Net sales
|
$
|
972
|
|
|
$
|
821
|
|
|
18.5
|
|
%
|
Operating profit
|
$
|
196
|
|
|
$
|
197
|
|
|
(1
|
)
|
%
|
% of Net sales
|
20.2
|
%
|
|
24.0
|
%
|
|
(380
|
)
|
bps
|
|
Three Months Ended September 30,
|
|
Change
|
||||||||
|
2011
|
|
2010
|
|
|
|
|||||
Net sales
|
$
|
855
|
|
|
$
|
779
|
|
|
9.5
|
|
%
|
Operating profit
|
$
|
202
|
|
|
$
|
195
|
|
|
4
|
|
%
|
% of Net sales
|
23.6
|
%
|
|
25.0
|
%
|
|
(140
|
)
|
bps
|
|
Three Months Ended September 30,
|
|
Change
|
||||||||
|
2011
|
|
2010
|
|
|
|
|||||
Net sales
|
$
|
537
|
|
|
$
|
521
|
|
|
3.0
|
|
%
|
Operating profit
|
$
|
127
|
|
|
$
|
138
|
|
|
(8
|
)
|
%
|
% of Net sales
|
23.6
|
%
|
|
26.5
|
%
|
|
(290
|
)
|
bps
|
|
Three Months Ended September 30,
|
|
Change
|
|
|||||||
|
2011
|
|
2010
|
|
|
|
|||||
Operating profit
|
$
|
(67
|
)
|
|
$
|
(128
|
)
|
|
(48
|
)
|
%
|
|
Nine Months Ended
September 30,
|
||||||
|
2011
|
|
2010
|
||||
Net sales
|
|
|
|
||||
Oral, Personal and Home Care
|
|
|
|
||||
North America
|
$
|
2,238
|
|
|
$
|
2,274
|
|
Latin America
|
3,571
|
|
|
3,130
|
|
||
Europe/South Pacific
|
2,661
|
|
|
2,415
|
|
||
Greater Asia/Africa
|
2,484
|
|
|
2,239
|
|
||
Total Oral, Personal and Home Care
|
10,954
|
|
|
10,058
|
|
||
Pet Nutrition
|
1,608
|
|
|
1,528
|
|
||
Total Net sales
|
$
|
12,562
|
|
|
$
|
11,586
|
|
|
|
|
|
||||
Operating profit
|
|
|
|
|
|
||
Oral, Personal and Home Care
|
|
|
|
|
|
||
North America
|
$
|
599
|
|
|
$
|
668
|
|
Latin America
|
1,050
|
|
|
975
|
|
||
Europe/South Pacific
|
551
|
|
|
572
|
|
||
Greater Asia/Africa
|
604
|
|
|
573
|
|
||
Total Oral, Personal and Home Care
|
2,804
|
|
|
2,788
|
|
||
Pet Nutrition
|
408
|
|
|
413
|
|
||
Corporate
|
(294
|
)
|
|
(617
|
)
|
||
Total Operating profit
|
$
|
2,918
|
|
|
$
|
2,584
|
|
Three months ended September 30, 2011
|
Organic
Sales Growth
(Non-GAAP)
|
Foreign
Exchange
Impact
|
Acquisitions and Divestments
Impact
|
Net Sales Growth
(GAAP)
|
Oral, Personal and Home Care
|
|
|
|
|
North America
|
2.5%
|
0.5%
|
0.0%
|
3.0%
|
Latin America
|
15.5%
|
3.0%
|
(2.5)%
|
16.0%
|
Europe/South Pacific
|
(1.5)%
|
11.0%
|
9.0%
|
18.5%
|
Greater Asia/Africa
|
5.5%
|
3.5%
|
0.5%
|
9.5%
|
Total Oral, Personal and Home Care
|
6.0%
|
4.5%
|
2.0%
|
12.5%
|
Pet Nutrition
|
(1.0)%
|
4.0%
|
0.0%
|
3.0%
|
Total Company
|
5.0%
|
4.5%
|
1.5%
|
11.0%
|
Nine months ended September 30, 2011
|
Organic
Sales Growth
(Non-GAAP)
|
Foreign
Exchange
Impact
|
Acquisitions and Divestments
Impact
|
Net Sales Growth
(GAAP)
|
Oral, Personal and Home Care
|
|
|
|
|
North America
|
(2.0)%
|
0.5%
|
0.0%
|
(1.5)%
|
Latin America
|
10.5%
|
4.5%
|
(1.0)%
|
14.0%
|
Europe/South Pacific
|
(1.5)%
|
8.5%
|
3.0%
|
10.0%
|
Greater Asia/Africa
|
6.5%
|
4.0%
|
0.5%
|
11.0%
|
Total Oral, Personal and Home Care
|
3.5%
|
5.0%
|
0.5%
|
9.0%
|
Pet Nutrition
|
1.5%
|
4.0%
|
0.0%
|
5.5%
|
Total Company
|
3.5%
|
4.5%
|
0.5%
|
8.5%
|
|
2011
|
|
2010
|
||||||||||||||||||||||
|
As
Reported
|
Gain on
Colombia
Brand
Sale
1
|
Business Realignment Initiatives
2
|
Mexico
Land
Sale
3
|
As Adjusted
Non-
GAAP
|
|
As
Reported
4
|
Venezuela Hyper-inflationary
5
|
As
Adjusted
Non-GAAP
4
|
||||||||||||||||
Cost of Sales
|
$
|
5,365
|
|
|
$
|
28
|
|
|
$
|
5,337
|
|
|
$
|
4,732
|
|
|
$
|
4,732
|
|
||||||
Gross Profit
|
7,197
|
|
|
(28
|
)
|
|
7,225
|
|
|
6,854
|
|
|
6,854
|
|
|||||||||||
Gross profit margin
|
57.3
|
%
|
|
|
|
57.5
|
%
|
|
59.2
|
%
|
|
59.2
|
%
|
||||||||||||
Selling, general and administrative expenses
|
4,314
|
|
|
5
|
|
|
4,309
|
|
|
4,038
|
|
|
4,038
|
|
|||||||||||
Other (income) expense, net
|
(35
|
)
|
$
|
(207
|
)
|
135
|
|
$
|
7
|
|
30
|
|
|
232
|
|
$
|
271
|
|
(39
|
)
|
|||||
Operating profit
|
2,918
|
|
207
|
|
(168
|
)
|
(7
|
)
|
2,886
|
|
|
2,584
|
|
(271
|
)
|
2,855
|
|
||||||||
Operating profit margin
|
23.2
|
%
|
|
|
|
23.0
|
%
|
|
22.3
|
%
|
|
24.6
|
%
|
||||||||||||
Income before income taxes
|
2,881
|
|
207
|
|
(168
|
)
|
(7
|
)
|
2,849
|
|
|
2,541
|
|
(271
|
)
|
2,812
|
|
||||||||
Provisions for Income taxes
|
952
|
|
72
|
|
(39
|
)
|
(2
|
)
|
921
|
|
|
879
|
|
|
879
|
|
|||||||||
Effective tax rate
|
33.0
|
%
|
|
|
|
32.3
|
%
|
|
34.6
|
%
|
|
31.3
|
%
|
||||||||||||
Net income including noncontrolling interests
|
1,929
|
|
135
|
|
(129
|
)
|
(5
|
)
|
1,928
|
|
|
1,662
|
|
(271
|
)
|
1933
|
|
||||||||
Net income attributable to Colgate-Palmolive Company
|
$
|
1,841
|
|
$
|
135
|
|
$
|
(128
|
)
|
$
|
(5
|
)
|
$
|
1,839
|
|
|
$
|
1,579
|
|
$
|
(271
|
)
|
$
|
1,850
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Earnings per common share
6
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
3.76
|
|
$
|
0.28
|
|
$
|
(0.26
|
)
|
$
|
(0.01
|
)
|
$
|
3.75
|
|
|
$
|
3.17
|
|
$
|
(0.55
|
)
|
$
|
3.72
|
|
Diluted
|
$
|
3.73
|
|
$
|
0.27
|
|
$
|
(0.26
|
)
|
$
|
(0.01
|
)
|
$
|
3.73
|
|
|
$
|
3.07
|
|
$
|
(0.52
|
)
|
$
|
3.59
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
1
Represents the gain on the sale of the Company's laundry detergent brands in Colombia.
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2
Represents costs associated with various business realignment and other cost-saving initiatives.
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
3
Represents costs related to the sale of land in Mexico.
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
4
Includes a $46 pretax ($59 aftertax, $0.11 diluted earnings per share) gain related to the remeasurement of the Venezuelan balance sheet and lower taxes on accrued but unpaid remittances as a result of the currency devaluation on January 8, 2010.
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
5
Represents the one-time charge related to the transition to hyperinflationary accounting in Venezuela as of January 1, 2010. This amount primarily represents the premium paid to acquire U.S. dollar-denominated cash and bonds. Prior to January 1, 2010, these assets had been remeasured at the parallel market rate and then translated for financial reporting purposes at the official rate of 2.15.
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
6
The impact of non-GAAP adjustments on basic and diluted earnings per share may not necessarily equal the difference between "As Reported" and "As Adjusted Non-GAAP" as a result of rounding.
|
PART II.
|
OTHER INFORMATION
|
Item 1.
|
Legal Proceedings
|
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)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(3)
|
|||||
July 1 through 31, 2011
|
|
580,839
|
|
|
$
|
87.32
|
|
|
460,000
|
|
|
4,349,520
|
|
August 1 through 31, 2011
|
|
1,844,397
|
|
|
$
|
85.42
|
|
|
1,820,000
|
|
|
2,529,520
|
|
September 1 through 30, 2011
|
|
1,773,624
|
|
|
$
|
90.35
|
|
|
1,705,511
|
|
|
48,699,489
|
|
Total
|
|
4,198,860
|
|
|
$
|
87.76
|
|
|
3,985,511
|
|
|
|
|
(1)
|
Includes share repurchases under the 2010 Program and the 2011 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
213,349
shares, all of which relate to shares deemed surrendered to the Company to satisfy certain employee elections under its compensation and benefit programs.
|
(3)
|
In September, 405,000 shares were repurchased under the 2010 Program. Beginning on September 9, 2011, the maximum number of shares reflects the 50 million shares authorized for repurchase under the 2011 Program less the cumulative number of shares that have been purchased under the 2011 Program.
|
Exhibit No.
|
|
Description
|
10-A
|
|
Amendment, dated July 14, 2011, to the Colgate-Palmolive Company 2005 Non-Employee Director Stock Option Plan.
|
|
|
|
10-B
|
|
Amendment, dated July 14, 2011, to the Colgate-Palmolive Company 2005 Employee Stock Option Plan.
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
31-A
|
|
Certificate of the Chairman of the Board, President and Chief Executive Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
31-B
|
|
Certificate of the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
32
|
|
Certificate of the Chairman of the Board, President and Chief Executive Officer and the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350.
|
|
|
|
101
|
|
The following materials from Colgate-Palmolive Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.
|
|
COLGATE-PALMOLIVE COMPANY
|
|
(Registrant)
|
|
|
|
Principal Executive Officer:
|
|
|
October 27, 2011
|
/s/ Ian Cook
|
|
Ian Cook
|
|
Chairman of the Board, President and
Chief Executive Officer
|
|
|
|
Principal Financial Officer:
|
|
|
October 27, 2011
|
/s/ Dennis J. Hickey
|
|
Dennis J. Hickey
|
|
Chief Financial Officer
|
|
|
|
Principal Accounting Officer:
|
|
|
October 27, 2011
|
/s/ Victoria L. Dolan
|
|
Victoria L. Dolan
|
|
Vice President and Corporate Controller
|
|
Nine Months Ended September 30, 2011
|
||
Earnings:
|
|
||
Income before income taxes
|
$
|
2,881
|
|
|
|
||
Add:
|
|
||
Interest on indebtedness and amortization of debt expense and discount or premium
|
42
|
|
|
Portion of rents representative of interest factor
|
55
|
|
|
Less:
|
|
||
Gain on equity investments
|
(5
|
)
|
|
Income as adjusted
|
$
|
2,973
|
|
Fixed Charges:
|
|
||
Interest on indebtedness and amortization of debt expense and discount or premium
|
42
|
|
|
Portion of rents representative of interest factor
|
55
|
|
|
Capitalized interest
|
—
|
|
|
Total Fixed Charges
|
$
|
97
|
|
Ratio of earnings to fixed charges
|
30.6
|
|
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
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5.
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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):
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(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
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(b)
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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.
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/s/ Ian Cook
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Ian Cook
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Chairman of the Board, President and
Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Colgate-Palmolive Company;
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2.
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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;
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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;
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4.
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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;
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(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;
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(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
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(d)
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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
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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.
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/s/ Dennis J. Hickey
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Dennis J. Hickey
|
Chief Financial Officer
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(1)
|
the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Colgate-Palmolive Company.
|
/s/ Ian Cook
|
Ian Cook
|
Chairman of the Board, President and
Chief Executive Officer
|
|
/s/ Dennis J. Hickey
|
Dennis J. Hickey
|
Chief Financial Officer
|