x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30, 2015
|
¨
|
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
|
|
900,131,529
|
|
June 30, 2015
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
4,066
|
|
|
$
|
4,352
|
|
|
$
|
8,136
|
|
|
$
|
8,677
|
|
Cost of sales
|
1,699
|
|
|
1,800
|
|
|
3,377
|
|
|
3,601
|
|
||||
Gross profit
|
2,367
|
|
|
2,552
|
|
|
4,759
|
|
|
5,076
|
|
||||
Selling, general and administrative expenses
|
1,381
|
|
|
1,507
|
|
|
2,831
|
|
|
3,051
|
|
||||
Other (income) expense, net
|
54
|
|
|
65
|
|
|
136
|
|
|
411
|
|
||||
Operating profit
|
932
|
|
|
980
|
|
|
1,792
|
|
|
1,614
|
|
||||
Interest (income) expense, net
|
6
|
|
|
9
|
|
|
14
|
|
|
16
|
|
||||
Income before income taxes
|
926
|
|
|
971
|
|
|
1,778
|
|
|
1,598
|
|
||||
Provision for income taxes
|
310
|
|
|
310
|
|
|
579
|
|
|
505
|
|
||||
Net income including noncontrolling interests
|
616
|
|
|
661
|
|
|
1,199
|
|
|
1,093
|
|
||||
Less: Net income attributable to noncontrolling interests
|
42
|
|
|
39
|
|
|
83
|
|
|
83
|
|
||||
Net income attributable to Colgate-Palmolive Company
|
$
|
574
|
|
|
$
|
622
|
|
|
$
|
1,116
|
|
|
$
|
1,010
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, basic
|
$
|
0.63
|
|
|
$
|
0.68
|
|
|
$
|
1.23
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share, diluted
|
$
|
0.63
|
|
|
$
|
0.67
|
|
|
$
|
1.22
|
|
|
$
|
1.09
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share *
|
$
|
0.38
|
|
|
$
|
0.36
|
|
|
$
|
1.12
|
|
|
$
|
1.06
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income including noncontrolling interests
|
$
|
616
|
|
|
$
|
661
|
|
|
$
|
1,199
|
|
|
$
|
1,093
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Cumulative translation adjustments
|
66
|
|
|
25
|
|
|
(285
|
)
|
|
(19
|
)
|
||||
Retirement plans and other retiree benefit adjustments
|
14
|
|
|
8
|
|
|
27
|
|
|
21
|
|
||||
Gains (losses) on available-for-sale securities
|
(7
|
)
|
|
4
|
|
|
(8
|
)
|
|
(52
|
)
|
||||
Gains (losses) on cash flow hedges
|
(3
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
Total Other comprehensive income (loss), net of tax
|
70
|
|
|
33
|
|
|
(269
|
)
|
|
(54
|
)
|
||||
Total Comprehensive income including noncontrolling interests
|
686
|
|
|
694
|
|
|
930
|
|
|
1,039
|
|
||||
Less: Net income attributable to noncontrolling interests
|
42
|
|
|
39
|
|
|
83
|
|
|
83
|
|
||||
Less: Cumulative translation adjustments attributable to noncontrolling interests
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Total Comprehensive income attributable to noncontrolling interests
|
41
|
|
|
39
|
|
|
83
|
|
|
82
|
|
||||
Total Comprehensive income attributable to Colgate-Palmolive Company
|
$
|
645
|
|
|
$
|
655
|
|
|
$
|
847
|
|
|
$
|
957
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,059
|
|
|
$
|
1,089
|
|
Receivables (net of allowances of $61 and $54, respectively)
|
1,691
|
|
|
1,552
|
|
||
Inventories
|
1,324
|
|
|
1,382
|
|
||
Other current assets
|
914
|
|
|
840
|
|
||
Total current assets
|
4,988
|
|
|
4,863
|
|
||
Property, plant and equipment:
|
|
|
|
|
|
||
Cost
|
8,418
|
|
|
8,385
|
|
||
Less: Accumulated depreciation
|
(4,379
|
)
|
|
(4,305
|
)
|
||
|
4,039
|
|
|
4,080
|
|
||
Goodwill
|
2,241
|
|
|
2,307
|
|
||
Other intangible assets, net
|
1,371
|
|
|
1,413
|
|
||
Deferred income taxes
|
144
|
|
|
76
|
|
||
Other assets
|
877
|
|
|
720
|
|
||
Total assets
|
$
|
13,660
|
|
|
$
|
13,459
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Notes and loans payable
|
$
|
9
|
|
|
$
|
16
|
|
Current portion of long-term debt
|
488
|
|
|
488
|
|
||
Accounts payable
|
1,169
|
|
|
1,231
|
|
||
Accrued income taxes
|
297
|
|
|
294
|
|
||
Other accruals
|
2,243
|
|
|
1,917
|
|
||
Total current liabilities
|
4,206
|
|
|
3,946
|
|
||
Long-term debt
|
6,186
|
|
|
5,644
|
|
||
Deferred income taxes
|
261
|
|
|
261
|
|
||
Other liabilities
|
2,250
|
|
|
2,223
|
|
||
Total liabilities
|
12,903
|
|
|
12,074
|
|
||
Shareholders’ Equity
|
|
|
|
|
|
||
Common stock
|
1,466
|
|
|
1,466
|
|
||
Additional paid-in capital
|
1,310
|
|
|
1,236
|
|
||
Retained earnings
|
18,936
|
|
|
18,832
|
|
||
Accumulated other comprehensive income (loss)
|
(3,776
|
)
|
|
(3,507
|
)
|
||
Unearned compensation
|
(9
|
)
|
|
(20
|
)
|
||
Treasury stock, at cost
|
(17,473
|
)
|
|
(16,862
|
)
|
||
Total Colgate-Palmolive Company shareholders’ equity
|
454
|
|
|
1,145
|
|
||
Noncontrolling interests
|
303
|
|
|
240
|
|
||
Total shareholders’ equity
|
757
|
|
|
1,385
|
|
||
Total liabilities and shareholders’ equity
|
$
|
13,660
|
|
|
$
|
13,459
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
||||
Net income including noncontrolling interests
|
$
|
1,199
|
|
|
$
|
1,093
|
|
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operations:
|
|
|
|
|
|
||
Depreciation and amortization
|
225
|
|
|
215
|
|
||
Restructuring and termination benefits, net of cash
|
59
|
|
|
68
|
|
||
Venezuela remeasurement charges
|
16
|
|
|
266
|
|
||
Stock-based compensation expense
|
51
|
|
|
54
|
|
||
Deferred income taxes
|
(60
|
)
|
|
(37
|
)
|
||
Cash effects of changes in:
|
|
|
|
||||
Receivables
|
(222
|
)
|
|
(198
|
)
|
||
Inventories
|
8
|
|
|
(90
|
)
|
||
Accounts payable and other accruals
|
(77
|
)
|
|
(8
|
)
|
||
Other non-current assets and liabilities
|
24
|
|
|
26
|
|
||
Net cash provided by operations
|
1,223
|
|
|
1,389
|
|
||
Investing Activities
|
|
|
|
|
|
||
Capital expenditures
|
(280
|
)
|
|
(314
|
)
|
||
Purchases of marketable securities and investments
|
(365
|
)
|
|
(165
|
)
|
||
Proceeds from sale of marketable securities and investments
|
195
|
|
|
177
|
|
||
Payment for acquisitions, net of cash acquired
|
—
|
|
|
(25
|
)
|
||
Other
|
12
|
|
|
13
|
|
||
Net cash used in investing activities
|
(438
|
)
|
|
(314
|
)
|
||
Financing Activities
|
|
|
|
|
|
||
Principal payments on debt
|
(4,178
|
)
|
|
(4,282
|
)
|
||
Proceeds from issuance of debt
|
4,686
|
|
|
4,707
|
|
||
Dividends paid
|
(689
|
)
|
|
(662
|
)
|
||
Purchases of treasury shares
|
(767
|
)
|
|
(746
|
)
|
||
Proceeds from exercise of stock options and excess tax benefits
|
192
|
|
|
153
|
|
||
Net cash used in financing activities
|
(756
|
)
|
|
(830
|
)
|
||
Effect of exchange rate changes on Cash and cash equivalents
|
(59
|
)
|
|
(46
|
)
|
||
Net (decrease) increase in Cash and cash equivalents
|
(30
|
)
|
|
199
|
|
||
Cash and cash equivalents at beginning of the period
|
1,089
|
|
|
962
|
|
||
Cash and cash equivalents at end of the period
|
$
|
1,059
|
|
|
$
|
1,161
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||
Income taxes paid
|
$
|
640
|
|
|
$
|
514
|
|
1.
|
Basis of Presentation
|
2.
|
Use of Estimates
|
3.
|
Recent Accounting Pronouncements
|
4.
|
Acquisitions and Divestitures
|
5.
|
Restructuring and Related Implementation Charges
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of sales
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
16
|
|
Selling, general and administrative expenses
|
11
|
|
|
12
|
|
|
29
|
|
|
29
|
|
||||
Other (income) expense, net
|
37
|
|
|
56
|
|
|
115
|
|
|
131
|
|
||||
Total 2012 Restructuring Program charges, pretax
|
$
|
52
|
|
|
$
|
74
|
|
|
$
|
152
|
|
|
$
|
176
|
|
|
|
|
|
|
|
|
|
||||||||
Total 2012 Restructuring Program charges, aftertax
|
$
|
40
|
|
|
$
|
53
|
|
|
$
|
107
|
|
|
$
|
126
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Program-to-date
|
|||||||||
|
June 30,
|
|
June 30,
|
|
Accumulated Charges
|
|||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|||||
North America
|
14
|
%
|
|
11
|
%
|
|
17
|
%
|
|
10
|
%
|
|
11
|
%
|
Latin America
|
5
|
%
|
|
5
|
%
|
|
2
|
%
|
|
4
|
%
|
|
3
|
%
|
Europe/South Pacific
|
19
|
%
|
|
16
|
%
|
|
11
|
%
|
|
19
|
%
|
|
25
|
%
|
Asia
|
11
|
%
|
|
—
|
%
|
|
4
|
%
|
|
—
|
%
|
|
2
|
%
|
Africa/Eurasia
|
4
|
%
|
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
|
5
|
%
|
Hill
’
s Pet Nutrition
|
13
|
%
|
|
11
|
%
|
|
7
|
%
|
|
9
|
%
|
|
8
|
%
|
Corporate
|
34
|
%
|
|
55
|
%
|
|
56
|
%
|
|
56
|
%
|
|
46
|
%
|
|
Cumulative Charges
|
||
|
as of June 30, 2015
|
||
Employee-Related Costs
|
$
|
362
|
|
Incremental Depreciation
|
60
|
|
|
Asset Impairments
|
3
|
|
|
Other
|
473
|
|
|
Total
|
$
|
898
|
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
|
|
Employee-Related
Costs
|
|
Incremental
Depreciation
|
|
Asset
Impairments
|
|
Other
|
|
Total
|
||||||||||
Balance at March 31, 2015
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
139
|
|
|
$
|
231
|
|
Charges
|
|
32
|
|
|
3
|
|
|
1
|
|
|
16
|
|
|
52
|
|
|||||
Cash payments
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(47
|
)
|
|||||
Charges against assets
|
|
(1
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Foreign exchange
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at June 30, 2015
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
231
|
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
|
|
Employee-Related
Costs
|
|
Incremental
Depreciation
|
|
Asset
Impairments
|
|
Other
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
192
|
|
Charges
|
|
67
|
|
|
9
|
|
|
1
|
|
|
75
|
|
|
152
|
|
|||||
Cash payments
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(88
|
)
|
|||||
Charges against assets
|
|
(9
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Foreign exchange
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|||||
Balance at June 30, 2015
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
231
|
|
6.
|
Inventories
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Raw materials and supplies
|
$
|
315
|
|
|
$
|
349
|
|
Work-in-process
|
58
|
|
|
55
|
|
||
Finished goods
|
951
|
|
|
978
|
|
||
Total Inventories
|
$
|
1,324
|
|
|
$
|
1,382
|
|
7.
|
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, 2014
|
$
|
1,466
|
|
|
$
|
1,236
|
|
|
$
|
(20
|
)
|
|
$
|
(16,862
|
)
|
|
$
|
18,832
|
|
|
$
|
(3,507
|
)
|
|
$
|
240
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,116
|
|
|
|
|
83
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(269
|
)
|
|
|
|
||||||||
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,012
|
)
|
|
|
|
|
(20
|
)
|
|||||||
Stock-based compensation expense
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shares issued for stock options
|
|
|
|
50
|
|
|
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shares issued for restricted stock units
|
|
|
(31
|
)
|
|
|
|
31
|
|
|
|
|
|
|
|
||||||||||||
Treasury stock acquired
|
|
|
|
|
|
|
|
|
|
(767
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Other
|
|
|
|
4
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, June 30, 2015
|
$
|
1,466
|
|
|
$
|
1,310
|
|
|
$
|
(9
|
)
|
|
$
|
(17,473
|
)
|
|
$
|
18,936
|
|
|
$
|
(3,776
|
)
|
|
$
|
303
|
|
8.
|
Earnings Per Share
|
|
Three Months Ended
|
||||||||||||||||||||
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
||||||||||
Basic EPS
|
$
|
574
|
|
|
904.6
|
|
|
$
|
0.63
|
|
|
$
|
622
|
|
|
916.1
|
|
|
$
|
0.68
|
|
Stock options and
restricted stock units
|
|
|
7.8
|
|
|
|
|
|
|
|
|
9.8
|
|
|
|
|
|||||
Diluted EPS
|
$
|
574
|
|
|
912.4
|
|
|
$
|
0.63
|
|
|
$
|
622
|
|
|
925.9
|
|
|
$
|
0.67
|
|
|
Six Months Ended
|
||||||||||||||||||||
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
|
Net income attributable to Colgate-Palmolive Company
|
|
Shares
(millions)
|
|
Per
Share
|
||||||||||
Basic EPS
|
$
|
1,116
|
|
|
906.1
|
|
|
$
|
1.23
|
|
|
$
|
1,010
|
|
|
917.8
|
|
|
$
|
1.10
|
|
Stock options and
restricted stock units
|
|
|
8.3
|
|
|
|
|
|
|
|
|
9.5
|
|
|
|
|
|||||
Diluted EPS
|
$
|
1,116
|
|
|
914.4
|
|
|
$
|
1.22
|
|
|
$
|
1,010
|
|
|
927.3
|
|
|
$
|
1.09
|
|
9.
|
Other Comprehensive Income (Loss)
|
|
|
2015
|
|
2014
|
||||||||||||
|
|
Pretax
|
|
Net of Tax
|
|
Pretax
|
|
Net of Tax
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cumulative translation adjustments
|
|
$
|
64
|
|
|
$
|
67
|
|
|
$
|
29
|
|
|
$
|
25
|
|
Retirement plans and other retiree benefits:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss) and prior service costs arising during the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss, transition and prior service costs
(1)
|
|
22
|
|
|
14
|
|
|
14
|
|
|
8
|
|
||||
Retirement plans and other retiree benefits adjustments
|
|
22
|
|
|
14
|
|
|
14
|
|
|
8
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on available-for-sale securities
(2)
|
|
(19
|
)
|
|
(12
|
)
|
|
6
|
|
|
4
|
|
||||
Reclassification of (gains) losses into net earnings on available-for-sale securities
(3)
|
|
7
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Gains (losses) on available-for-sale securities
|
|
(12
|
)
|
|
(7
|
)
|
|
6
|
|
|
4
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on cash flow hedges
|
|
(5
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(4
|
)
|
||||
Reclassification of (gains) losses into net earnings on cash flow hedges
(4)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gains (losses) on cash flow hedges
|
|
(6
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(4
|
)
|
||||
Total Other comprehensive income (loss)
|
|
$
|
68
|
|
|
$
|
71
|
|
|
$
|
41
|
|
|
$
|
33
|
|
|
|
2015
|
|
2014
|
||||||||||||
|
|
Pretax
|
|
Net of Tax
|
|
Pretax
|
|
Net of Tax
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cumulative translation adjustments
|
|
$
|
(276
|
)
|
|
$
|
(285
|
)
|
|
$
|
(10
|
)
|
|
$
|
(18
|
)
|
Retirement plans and other retiree benefits:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss) and prior service costs arising during the period
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
2
|
|
||||
Amortization of net actuarial loss, transition and prior service costs
(1)
|
|
44
|
|
|
28
|
|
|
28
|
|
|
19
|
|
||||
Retirement plans and other retiree benefits adjustments
|
|
43
|
|
|
27
|
|
|
31
|
|
|
21
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on available-for-sale securities
(2)
|
|
(20
|
)
|
|
(13
|
)
|
|
(292
|
)
|
|
(190
|
)
|
||||
Reclassification of (gains) losses into net earnings on available-for-sale securities
(3)
|
|
7
|
|
|
5
|
|
|
211
|
|
|
138
|
|
||||
Gains (losses) on available-for-sale securities
|
|
(13
|
)
|
|
(8
|
)
|
|
(81
|
)
|
|
(52
|
)
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on cash flow hedges
|
|
1
|
|
|
1
|
|
|
(6
|
)
|
|
(3
|
)
|
||||
Reclassification of (gains) losses into net earnings on cash flow hedges
(4)
|
|
(7
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
||||
Gains (losses) on cash flow hedges
|
|
(6
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(4
|
)
|
||||
Total Other comprehensive income (loss)
|
|
$
|
(252
|
)
|
|
$
|
(269
|
)
|
|
$
|
(69
|
)
|
|
$
|
(53
|
)
|
10.
|
Retirement Plans and Other Retiree Benefits
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||||||||
|
United States
|
|
International
|
|
|
|
|
||||||||||||||||
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Interest cost
|
25
|
|
|
26
|
|
|
7
|
|
|
9
|
|
|
12
|
|
|
11
|
|
||||||
ESOP offset
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Expected return on plan assets
|
(29
|
)
|
|
(29
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Amortization of transition and prior service costs (credits)
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial loss (gain)
|
12
|
|
|
8
|
|
|
2
|
|
|
—
|
|
|
7
|
|
|
4
|
|
||||||
Net periodic benefit cost
|
$
|
9
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
22
|
|
|
$
|
16
|
|
|
Pension Benefits
|
|
Other Retiree Benefits
|
||||||||||||||||||||
|
United States
|
|
International
|
|
|
|
|
||||||||||||||||
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
6
|
|
Interest cost
|
50
|
|
|
51
|
|
|
15
|
|
|
18
|
|
|
23
|
|
|
21
|
|
||||||
ESOP offset
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Expected return on plan assets
|
(58
|
)
|
|
(56
|
)
|
|
(14
|
)
|
|
(15
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Amortization of transition and prior service costs (credits)
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial loss (gain)
|
24
|
|
|
16
|
|
|
5
|
|
|
1
|
|
|
14
|
|
|
8
|
|
||||||
Net periodic benefit cost
|
$
|
17
|
|
|
$
|
12
|
|
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
43
|
|
|
$
|
33
|
|
▪
|
In December 2009, the Swiss competition law authority imposed a fine of
$6
on the Company’s GABA subsidiary for alleged violations of restrictions on parallel imports into Switzerland, which the Company appealed. In January 2014, this appeal was denied. The Company is appealing before the Swiss Supreme Court.
|
▪
|
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.
|
▪
|
In December 2014, the French competition law authority found that 13 consumer goods companies, including the Company’s French subsidiary, exchanged competitively sensitive information related to the French home care and personal care sectors, for which the Company’s French subsidiary was fined
$57
. In addition, as a result of the Company’s acquisition of the Sanex personal care business in 2011 from Unilever N.V. and Unilever PLC (together with Unilever N.V., “Unilever”) pursuant to a Business and Share Sale and Purchase Agreement (the “Sale and Purchase Agreement”), the French competition law authority found that the Company’s French subsidiary, along with Hillshire Brands Company (formerly Sara Lee Corporation (“Sara Lee”)), were jointly and severally liable for fines of
$25
assessed against Sara Lee’s French subsidiary. The Company is entitled to indemnification for this fine from Unilever as provided in the Sale and Purchase Agreement. The Company is appealing both fines in the French courts.
|
▪
|
In July 2014, the Greek competition law authority issued a statement of objections alleging the Company and its Greek subsidiary restricted parallel imports into Greece. The Company has responded to this statement of objections.
|
▪
|
In March 2015, the French Supreme Court confirmed the French competition law authority’s March 2012 fine of the Company’s Hill’s French subsidiary in the amount of $
7
.
|
▪
|
In June 2015, the Spanish Supreme Court confirmed the annulment of the Spanish competition law authority’s January 2010 fine of the Company’s Spanish subsidiary.
|
▪
|
In June 2015, the Belgian competition law authority issued a final settlement decision related to price coordination involving 11 branded goods companies, including the Company’s Belgian subsidiary, and a number of retailers in Belgium. As the Company was an immunity applicant, the Company’s Belgian subsidiary was not fined.
|
13.
|
Segment Information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
780
|
|
|
$
|
770
|
|
|
$
|
1,569
|
|
|
$
|
1,555
|
|
Latin America
|
1,126
|
|
|
1,231
|
|
|
2,213
|
|
|
2,383
|
|
||||
Europe/South Pacific
|
731
|
|
|
873
|
|
|
1,472
|
|
|
1,738
|
|
||||
Asia
|
623
|
|
|
610
|
|
|
1,284
|
|
|
1,282
|
|
||||
Africa/Eurasia
|
254
|
|
|
308
|
|
|
508
|
|
|
606
|
|
||||
Total Oral, Personal and Home Care
|
3,514
|
|
|
3,792
|
|
|
7,046
|
|
|
7,564
|
|
||||
Pet Nutrition
|
552
|
|
|
560
|
|
|
1,090
|
|
|
1,113
|
|
||||
Total Net sales
|
$
|
4,066
|
|
|
$
|
4,352
|
|
|
$
|
8,136
|
|
|
$
|
8,677
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
|
|
|
|
|
|
|
|
|
||||||
Oral, Personal and Home Care
|
|
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
223
|
|
|
$
|
231
|
|
|
$
|
441
|
|
|
$
|
447
|
|
Latin America
|
321
|
|
|
311
|
|
|
629
|
|
|
601
|
|
||||
Europe/South Pacific
|
183
|
|
|
227
|
|
|
367
|
|
|
444
|
|
||||
Asia
|
181
|
|
|
178
|
|
|
374
|
|
|
371
|
|
||||
Africa/Eurasia
|
45
|
|
|
58
|
|
|
84
|
|
|
117
|
|
||||
Total Oral, Personal and Home Care
|
953
|
|
|
1,005
|
|
|
1,895
|
|
|
1,980
|
|
||||
Pet Nutrition
|
146
|
|
|
146
|
|
|
293
|
|
|
290
|
|
||||
Corporate
|
(167
|
)
|
|
(171
|
)
|
|
(396
|
)
|
|
(656
|
)
|
||||
Total Operating profit
|
$
|
932
|
|
|
$
|
980
|
|
|
$
|
1,792
|
|
|
$
|
1,614
|
|
14.
|
Fair Value Measurements and Financial Instruments
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
|
Account
|
|
Fair Value
|
|
Account
|
|
Fair Value
|
||||||||||||
Designated derivative instruments
|
|
6/30/15
|
|
12/31/14
|
|
|
|
6/30/15
|
|
12/31/14
|
|||||||||
Interest rate swap contracts
|
Other current assets
|
|
$
|
1
|
|
|
$
|
1
|
|
|
Other accruals
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
Other assets
|
|
12
|
|
|
12
|
|
|
Other liabilities
|
|
—
|
|
|
2
|
|
||||
Foreign currency contracts
|
Other current assets
|
|
22
|
|
|
21
|
|
|
Other accruals
|
|
10
|
|
|
4
|
|
||||
Foreign currency contracts
|
Other assets
|
|
103
|
|
|
60
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
||||
Commodity contracts
|
Other current assets
|
|
1
|
|
|
—
|
|
|
Other accruals
|
|
—
|
|
|
1
|
|
||||
Total designated
|
|
|
$
|
139
|
|
|
$
|
94
|
|
|
|
|
$
|
10
|
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency contracts
|
Other current assets
|
|
$
|
3
|
|
|
$
|
—
|
|
|
Other accruals
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts
|
Other assets
|
|
7
|
|
|
8
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
||||
Total not designated
|
|
|
$
|
10
|
|
|
$
|
8
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total derivative instruments
|
|
$
|
149
|
|
|
$
|
102
|
|
|
|
|
$
|
10
|
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marketable securities
|
Other current assets
|
|
$
|
248
|
|
|
$
|
200
|
|
|
|
|
|
|
|
|
|
||
Note receivable
|
Other current assets
|
|
38
|
|
|
42
|
|
|
|
|
|
|
|
||||||
Available-for-sale securities
|
Other assets
|
|
391
|
|
|
322
|
|
|
|
|
|
|
|
|
|
||||
Total other financial instruments
|
|
$
|
677
|
|
|
$
|
564
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Interest
Rate
Swaps
|
|
Total
|
|
Foreign
Currency
Contracts
|
|
Interest
Rate
Swaps
|
|
Total
|
||||||||||||
Notional Value at June 30,
|
$
|
1,136
|
|
|
$
|
1,438
|
|
|
$
|
2,574
|
|
|
$
|
1,210
|
|
|
$
|
1,438
|
|
|
$
|
2,648
|
|
Three months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on derivative
|
(5
|
)
|
|
(4
|
)
|
|
(9
|
)
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||
Gain (loss) on hedged items
|
5
|
|
|
4
|
|
|
9
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Six months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on derivative
|
(3
|
)
|
|
2
|
|
|
(1
|
)
|
|
2
|
|
|
(3
|
)
|
|
(1
|
)
|
||||||
Gain (loss) on hedged items
|
3
|
|
|
(2
|
)
|
|
1
|
|
|
(2
|
)
|
|
3
|
|
|
1
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Commodity
Contracts
|
|
Total
|
|
Foreign
Currency
Contracts
|
|
Commodity
Contracts
|
|
Total
|
||||||||||||
Notional Value at June 30,
|
$
|
666
|
|
|
$
|
10
|
|
|
$
|
676
|
|
|
$
|
521
|
|
|
$
|
14
|
|
|
$
|
535
|
|
Three months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) recognized in OCI
|
(6
|
)
|
|
1
|
|
|
(5
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(8
|
)
|
||||||
Gain (loss) reclassified into Cost of sales
|
1
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
||||||
Six months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) recognized in OCI
|
1
|
|
|
—
|
|
|
1
|
|
|
(7
|
)
|
|
1
|
|
|
(6
|
)
|
||||||
Gain (loss) reclassified into Cost of sales
|
8
|
|
|
(1
|
)
|
|
7
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
Foreign
Currency
Contracts
|
|
Foreign
Currency
Debt
|
|
Total
|
|
Foreign
Currency
Contracts
|
|
Foreign
Currency
Debt
|
|
Total
|
||||||||||||
Notional Value at June 30,
|
$
|
786
|
|
|
$
|
836
|
|
|
$
|
1,622
|
|
|
$
|
631
|
|
|
$
|
53
|
|
|
$
|
684
|
|
Three months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on instruments
|
(29
|
)
|
|
(2
|
)
|
|
(31
|
)
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Gain (loss) on hedged items
|
29
|
|
|
2
|
|
|
31
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||||
Six months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on instruments
|
33
|
|
|
25
|
|
|
58
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Gain (loss) on hedged items
|
(33
|
)
|
|
(25
|
)
|
|
(58
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
Foreign Currency Contract
|
|
Cross-currency
Swap |
|
Total
|
|
Foreign Currency Contract
|
|
Cross-currency
Swap
|
|
Total
|
||||||||||||
Notional Value at June 30,
|
$
|
79
|
|
|
$
|
102
|
|
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
102
|
|
Three months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gain (loss) on instrument
|
1
|
|
|
(6
|
)
|
|
(5
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Gain (loss) on hedged item
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Six months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gain (loss) on instrument
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Gain (loss) on hedged item
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
2015
|
|
2014
|
||||
Beginning balance as of January 1,
|
$
|
399
|
|
|
$
|
685
|
|
Unrealized gain (loss) on investment
|
(20
|
)
|
|
(292
|
)
|
||
Purchases and sales during the period
|
42
|
|
|
54
|
|
||
Ending balance as of June 30,
|
$
|
421
|
|
|
$
|
447
|
|
15.
|
Venezuela
|
▪
|
Expanding Commercial Hubs
|
▪
|
Extending Shared Business Services and Streamlining Global Functions
|
▪
|
Optimizing Global Supply Chain and Facilities
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Gross profit, GAAP
|
|
$
|
2,367
|
|
|
$
|
2,552
|
|
2012 Restructuring Program
|
|
4
|
|
|
6
|
|
||
Costs related to the sale of land in Mexico
|
|
—
|
|
|
2
|
|
||
Gross profit, non-GAAP
|
|
$
|
2,371
|
|
|
$
|
2,560
|
|
|
|
Three Months Ended June 30,
|
|||||||
|
|
2015
|
|
2014
|
|
Basis Point Change
|
|||
Gross profit margin, GAAP
|
|
58.2
|
%
|
|
58.6
|
%
|
|
(40
|
)
|
2012 Restructuring Program
|
|
0.1
|
|
|
0.2
|
|
|
|
|
Costs related to the sale of land in Mexico
|
|
—
|
|
|
—
|
|
|
|
|
Gross profit margin, non-GAAP
|
|
58.3
|
%
|
|
58.8
|
%
|
|
(50
|
)
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Selling, general and administrative expenses, GAAP
|
|
$
|
1,381
|
|
|
$
|
1,507
|
|
2012 Restructuring Program
|
|
(11
|
)
|
|
(12
|
)
|
||
Selling, general and administrative expenses, non-GAAP
|
|
$
|
1,370
|
|
|
$
|
1,495
|
|
|
|
Three Months Ended June 30,
|
|||||||
|
|
2015
|
|
2014
|
|
Basis Point Change
|
|||
Selling, general and administrative expenses as a percentage of Net sales, GAAP
|
|
34.0
|
%
|
|
34.6
|
%
|
|
(60
|
)
|
2012 Restructuring Program
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
|
|
Selling, general and administrative expenses as a percentage of Net sales, non-GAAP
|
|
33.7
|
%
|
|
34.4
|
%
|
|
(70
|
)
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Other (income) expense, net, GAAP
|
|
$
|
54
|
|
|
$
|
65
|
|
2012 Restructuring Program
|
|
(37
|
)
|
|
(56
|
)
|
||
Venezuela remeasurement charges
|
|
(16
|
)
|
|
—
|
|
||
Other (income) expense, net, non-GAAP
|
|
$
|
1
|
|
|
$
|
9
|
|
|
|
Three Months Ended June 30,
|
|||||||||
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Operating profit, GAAP
|
|
$
|
932
|
|
|
$
|
980
|
|
|
(5
|
)%
|
2012 Restructuring Program
|
|
52
|
|
|
74
|
|
|
|
|||
Venezuela remeasurement charges
|
|
16
|
|
|
—
|
|
|
|
|||
Costs related to the sale of land in Mexico
|
|
—
|
|
|
2
|
|
|
|
|||
Operating profit, non-GAAP
|
|
$
|
1,000
|
|
|
$
|
1,056
|
|
|
(5
|
)%
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
|
Basis Point Change
|
||
Operating profit margin, GAAP
|
|
22.9
|
%
|
|
22.5
|
%
|
|
40
|
2012 Restructuring Program
|
|
1.3
|
|
|
1.7
|
|
|
|
Venezuela remeasurement charges
|
|
0.4
|
|
|
—
|
|
|
|
Costs related to the sale of land in Mexico
|
|
—
|
|
|
0.1
|
|
|
|
Operating profit margin, non-GAAP
|
|
24.6
|
%
|
|
24.3
|
%
|
|
30
|
|
|
Three Months Ended June 30,
|
|||||||||
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Net income attributable to Colgate-Palmolive Company, GAAP
|
|
$
|
574
|
|
|
$
|
622
|
|
|
(8
|
)%
|
2012 Restructuring Program
|
|
40
|
|
|
53
|
|
|
|
|||
Venezuela remeasurement charge
|
|
10
|
|
|
—
|
|
|
|
|||
Charge for a foreign tax matter
|
|
15
|
|
|
—
|
|
|
|
|||
Costs related to the sale of land in Mexico
|
|
—
|
|
|
1
|
|
|
|
|||
Net income attributable to Colgate-Palmolive Company, non-GAAP
|
|
$
|
639
|
|
|
$
|
676
|
|
|
(5
|
)%
|
|
|
Three Months Ended June 30,
|
|||||||||
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Earnings per common share, diluted, GAAP
|
|
$
|
0.63
|
|
|
$
|
0.67
|
|
|
(6
|
)%
|
2012 Restructuring Program
|
|
0.04
|
|
|
0.06
|
|
|
|
|||
Venezuela remeasurement charge
|
|
0.01
|
|
|
—
|
|
|
|
|||
Charge for a foreign tax matter
|
|
0.02
|
|
|
—
|
|
|
|
|||
Earnings per common share, diluted, non-GAAP
|
|
$
|
0.70
|
|
|
$
|
0.73
|
|
|
(4
|
)%
|
|
Three Months Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Net sales
|
$
|
780
|
|
|
$
|
770
|
|
|
1.5
|
|
%
|
Operating profit
|
$
|
223
|
|
|
$
|
231
|
|
|
(3
|
)
|
%
|
% of Net sales
|
28.6
|
%
|
|
30.0
|
%
|
|
(140
|
)
|
bps
|
|
Three Months Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Net sales
|
$
|
1,126
|
|
|
$
|
1,231
|
|
|
(8.5
|
)
|
%
|
Operating profit
|
$
|
321
|
|
|
$
|
311
|
|
|
3
|
|
%
|
% of Net sales
|
28.5
|
%
|
|
25.3
|
%
|
|
320
|
|
bps
|
|
Three Months Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Net sales
|
$
|
731
|
|
|
$
|
873
|
|
|
(16.5
|
)
|
%
|
Operating profit
|
$
|
183
|
|
|
$
|
227
|
|
|
(19
|
)
|
%
|
% of Net sales
|
25.0
|
%
|
|
26.0
|
%
|
|
(100
|
)
|
bps
|
|
Three Months Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Net sales
|
$
|
623
|
|
|
$
|
610
|
|
|
2.0
|
|
%
|
Operating profit
|
$
|
181
|
|
|
$
|
178
|
|
|
2
|
|
%
|
% of Net sales
|
29.1
|
%
|
|
29.2
|
%
|
|
(10
|
)
|
bps
|
|
Three Months Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Net sales
|
$
|
254
|
|
|
$
|
308
|
|
|
(17.5
|
)
|
%
|
Operating profit
|
$
|
45
|
|
|
$
|
58
|
|
|
(22
|
)
|
%
|
% of Net sales
|
17.7
|
%
|
|
18.8
|
%
|
|
(110
|
)
|
bps
|
|
Three Months Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Net sales
|
$
|
552
|
|
|
$
|
560
|
|
|
(1.5
|
)
|
%
|
Operating profit
|
$
|
146
|
|
|
$
|
146
|
|
|
—
|
|
%
|
% of Net sales
|
26.4
|
%
|
|
26.1
|
%
|
|
30
|
|
bps
|
|
Three Months Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Operating profit (loss)
|
$
|
(167
|
)
|
|
$
|
(171
|
)
|
|
(2
|
)
|
%
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Net sales
|
|
|
|
||||
Oral, Personal and Home Care
|
|
|
|
||||
North America
|
$
|
1,569
|
|
|
$
|
1,555
|
|
Latin America
|
2,213
|
|
|
2,383
|
|
||
Europe/South Pacific
|
1,472
|
|
|
1,738
|
|
||
Asia
|
1,284
|
|
|
1,282
|
|
||
Africa/Eurasia
|
508
|
|
|
606
|
|
||
Total Oral, Personal and Home Care
|
7,046
|
|
|
7,564
|
|
||
Pet Nutrition
|
1,090
|
|
|
1,113
|
|
||
Total Net sales
|
$
|
8,136
|
|
|
$
|
8,677
|
|
|
|
|
|
||||
Operating profit
|
|
|
|
|
|
||
Oral, Personal and Home Care
|
|
|
|
|
|
||
North America
|
$
|
441
|
|
|
$
|
447
|
|
Latin America
|
629
|
|
|
601
|
|
||
Europe/South Pacific
|
367
|
|
|
444
|
|
||
Asia
|
374
|
|
|
371
|
|
||
Africa/Eurasia
|
84
|
|
|
117
|
|
||
Total Oral, Personal and Home Care
|
1,895
|
|
|
1,980
|
|
||
Pet Nutrition
|
293
|
|
|
290
|
|
||
Corporate
|
(396
|
)
|
|
(656
|
)
|
||
Total Operating profit
|
$
|
1,792
|
|
|
$
|
1,614
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Gross profit, GAAP
|
|
$
|
4,759
|
|
|
$
|
5,076
|
|
2012 Restructuring Program
|
|
8
|
|
|
16
|
|
||
Costs related to the sale of land in Mexico
|
|
—
|
|
|
3
|
|
||
Gross profit, non-GAAP
|
|
$
|
4,767
|
|
|
$
|
5,095
|
|
|
|
Six Months Ended June 30,
|
|||||||
|
|
2015
|
|
2014
|
|
Basis Point Change
|
|||
Gross profit margin, GAAP
|
|
58.5
|
%
|
|
58.5
|
%
|
|
—
|
|
2012 Restructuring Program
|
|
0.1
|
|
|
0.2
|
|
|
|
|
Costs related to the sale of land in Mexico
|
|
—
|
|
|
—
|
|
|
|
|
Gross profit margin, non-GAAP
|
|
58.6
|
%
|
|
58.7
|
%
|
|
(10
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Selling, general and administrative expenses, GAAP
|
|
$
|
2,831
|
|
|
$
|
3,051
|
|
2012 Restructuring Program
|
|
(29
|
)
|
|
(29
|
)
|
||
Selling, general and administrative expenses, non-GAAP
|
|
$
|
2,802
|
|
|
$
|
3,022
|
|
|
|
Six Months Ended June 30,
|
|||||||
|
|
2015
|
|
2014
|
|
Basis Point Change
|
|||
Selling, general and administrative expenses as a percentage of Net sales, GAAP
|
|
34.8
|
%
|
|
35.2
|
%
|
|
(40
|
)
|
2012 Restructuring Program
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
|
|
Selling, general and administrative expenses as a percentage of Net sales, non-GAAP
|
|
34.4
|
%
|
|
34.8
|
%
|
|
(40
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Other (income) expense, net, GAAP
|
|
$
|
136
|
|
|
$
|
411
|
|
2012 Restructuring Program
|
|
(115
|
)
|
|
(131
|
)
|
||
Venezuela remeasurement charges
|
|
(16
|
)
|
|
(266
|
)
|
||
Other (income) expense, net, non-GAAP
|
|
$
|
5
|
|
|
$
|
14
|
|
|
|
Six Months Ended June 30,
|
|||||||||
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Operating profit, GAAP
|
|
$
|
1,792
|
|
|
$
|
1,614
|
|
|
11
|
%
|
2012 Restructuring Program
|
|
152
|
|
|
176
|
|
|
|
|||
Venezuela remeasurement charges
|
|
16
|
|
|
266
|
|
|
|
|||
Costs related to the sale of land in Mexico
|
|
—
|
|
|
3
|
|
|
|
|||
Operating profit, non-GAAP
|
|
$
|
1,960
|
|
|
$
|
2,059
|
|
|
(5
|
)%
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
|
Basis Point Change
|
||
Operating profit margin, GAAP
|
|
22.0
|
%
|
|
18.6
|
%
|
|
340
|
2012 Restructuring Program
|
|
1.9
|
|
|
2.0
|
|
|
|
Venezuela remeasurement charges
|
|
0.2
|
|
|
3.1
|
|
|
|
Costs related to the sale of land in Mexico
|
|
—
|
|
|
—
|
|
|
|
Operating profit margin, non-GAAP
|
|
24.1
|
%
|
|
23.7
|
%
|
|
40
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30,
|
|
June 30,
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Tax rate, GAAP
|
|
33.5
|
%
|
|
31.9
|
%
|
|
32.6
|
%
|
|
31.6
|
%
|
2012 Restructuring Program
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
Venezuela remeasurement charges
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
Charge for a foreign tax matter
|
|
(1.5
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
Tax rate, non-GAAP
|
|
31.5
|
%
|
|
31.7
|
%
|
|
31.5
|
%
|
|
31.7
|
%
|
|
|
Six Months Ended June 30,
|
|||||||||
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Net income attributable to Colgate-Palmolive Company, GAAP
|
|
$
|
1,116
|
|
|
$
|
1,010
|
|
|
10
|
%
|
2012 Restructuring Program
|
|
107
|
|
|
126
|
|
|
|
|||
Venezuela remeasurement charges
|
|
10
|
|
|
174
|
|
|
|
|||
Charge for a foreign tax matter
|
|
15
|
|
|
—
|
|
|
|
|||
Costs related to the sale of land in Mexico
|
|
—
|
|
|
2
|
|
|
|
|||
Net income attributable to Colgate-Palmolive Company, non-GAAP
|
|
$
|
1,248
|
|
|
$
|
1,312
|
|
|
(5
|
)%
|
|
|
Six Months Ended June 30,
|
|||||||||
|
|
2015
|
|
2014
|
|
% Change
|
|||||
Earnings per common share, diluted, GAAP
|
|
$
|
1.22
|
|
|
$
|
1.09
|
|
|
12
|
%
|
2012 Restructuring Program
|
|
0.11
|
|
|
0.13
|
|
|
|
|||
Venezuela remeasurement charges
|
|
0.01
|
|
|
0.19
|
|
|
|
|||
Charge for a foreign tax matter
|
|
0.02
|
|
|
—
|
|
|
|
|||
Costs related to the sale of land in Mexico
|
|
—
|
|
|
—
|
|
|
|
|||
Earnings per common share, diluted, non-GAAP
|
|
$
|
1.36
|
|
|
$
|
1.41
|
|
|
(4
|
)%
|
▪
|
Becoming even stronger on the ground through the continued evolution and expansion of proven global and regional commercial capabilities, which have already been successfully implemented in a number of the Company
’
s operations around the world.
|
▪
|
Simplifying and standardizing how work gets done by increasing technology-enabled collaboration and taking advantage of global data and analytic capabilities, leading to smarter and faster decisions.
|
▪
|
Reducing structural costs to continue to increase the Company
’
s gross and operating profit.
|
▪
|
Building on Colgate
’
s current position of strength to enhance its leading market share positions worldwide and ensure sustained sales and earnings growth.
|
▪
|
Expanding Commercial Hubs - Building on the success of this structure already implemented in several divisions, continuing to cluster single-country subsidiaries into more efficient regional hubs, 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 - Implementing the Company
’
s shared service organizational model, already successful in Europe, in all regions of the world. Initially focused on finance and accounting, these shared services will be expanded to additional functional areas to streamline global functions.
|
▪
|
Optimizing Global Supply Chain and Facilities - Continuing to optimize manufacturing efficiencies, global warehouse networks and office locations for greater efficiency, lower cost and speed to bring innovation to market.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of sales
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
16
|
|
Selling, general and administrative expenses
|
11
|
|
|
12
|
|
|
29
|
|
|
29
|
|
||||
Other (income) expense, net
|
37
|
|
|
56
|
|
|
115
|
|
|
131
|
|
||||
Total 2012 Restructuring Program charges, pretax
|
$
|
52
|
|
|
$
|
74
|
|
|
$
|
152
|
|
|
$
|
176
|
|
|
|
|
|
|
|
|
|
||||||||
Total 2012 Restructuring Program charges, aftertax
|
$
|
40
|
|
|
$
|
53
|
|
|
$
|
107
|
|
|
$
|
126
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Program-to-date
|
|||||||||
|
June 30,
|
|
June 30,
|
|
Accumulated Charges
|
|||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|||||
North America
|
14
|
%
|
|
11
|
%
|
|
17
|
%
|
|
10
|
%
|
|
11
|
%
|
Latin America
|
5
|
%
|
|
5
|
%
|
|
2
|
%
|
|
4
|
%
|
|
3
|
%
|
Europe/South Pacific
|
19
|
%
|
|
16
|
%
|
|
11
|
%
|
|
19
|
%
|
|
25
|
%
|
Asia
|
11
|
%
|
|
—
|
%
|
|
4
|
%
|
|
—
|
%
|
|
2
|
%
|
Africa/Eurasia
|
4
|
%
|
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
|
5
|
%
|
Hill
’
s Pet Nutrition
|
13
|
%
|
|
11
|
%
|
|
7
|
%
|
|
9
|
%
|
|
8
|
%
|
Corporate
|
34
|
%
|
|
55
|
%
|
|
56
|
%
|
|
56
|
%
|
|
46
|
%
|
|
Cumulative Charges
|
||
|
as of June 30, 2015
|
||
Employee-Related Costs
|
$
|
362
|
|
Incremental Depreciation
|
60
|
|
|
Asset Impairments
|
3
|
|
|
Other
|
473
|
|
|
Total
|
$
|
898
|
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
|
|
Employee-Related
Costs
|
|
Incremental
Depreciation
|
|
Asset
Impairments
|
|
Other
|
|
Total
|
||||||||||
Balance at March 31, 2015
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
139
|
|
|
$
|
231
|
|
Charges
|
|
32
|
|
|
3
|
|
|
1
|
|
|
16
|
|
|
52
|
|
|||||
Cash payments
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(47
|
)
|
|||||
Charges against assets
|
|
(1
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Foreign exchange
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at June 30, 2015
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
231
|
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
|
|
Employee-Related
Costs
|
|
Incremental
Depreciation
|
|
Asset
Impairments
|
|
Other
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
192
|
|
Charges
|
|
67
|
|
|
9
|
|
|
1
|
|
|
75
|
|
|
152
|
|
|||||
Cash payments
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(88
|
)
|
|||||
Charges against assets
|
|
(9
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Foreign exchange
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|||||
Balance at June 30, 2015
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
231
|
|
Three months ended June 30, 2015
|
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%
|
(1.0)%
|
0.0%
|
1.5%
|
Latin America
|
9.0%
|
(18.0)%
|
0.5%
|
(8.5)%
|
Europe/South Pacific
|
2.0%
|
(18.0)%
|
(0.5)%
|
(16.5)%
|
Asia
|
5.0%
|
(3.0)%
|
0.0%
|
2.0%
|
Africa/Eurasia
|
4.0%
|
(21.5)%
|
0.0%
|
(17.5)%
|
Total Oral, Personal and Home Care
|
5.0%
|
(12.5)%
|
0.0%
|
(7.5)%
|
Pet Nutrition
|
7.0%
|
(8.5)%
|
0.0%
|
(1.5)%
|
Total Company
|
5.5%
|
(12.0)%
|
0.0%
|
(6.5)%
|
Six months ended June 30, 2015
|
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%
|
(1.0)%
|
0.0%
|
1.0%
|
Latin America
|
9.0%
|
(16.5)%
|
0.5%
|
(7.0)%
|
Europe/South Pacific
|
1.5%
|
(16.5)%
|
(0.5)%
|
(15.5)%
|
Asia
|
2.0%
|
(2.5)%
|
0.5%
|
0.0%
|
Africa/Eurasia
|
6.0%
|
(22.0)%
|
0.0%
|
(16.0)%
|
Total Oral, Personal and Home Care
|
4.5%
|
(11.5)%
|
0.0%
|
(7.0)%
|
Pet Nutrition
|
6.0%
|
(8.0)%
|
0.0%
|
(2.0)%
|
Total Company
|
4.5%
|
(11.0)%
|
0.5%
|
(6.0)%
|
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)
|
||||||
April 1 through 30, 2015
|
|
670,377
|
|
|
$
|
69.29
|
|
|
609,641
|
|
|
$
|
4,737
|
|
May 1 through 31, 2015
|
|
1,900,593
|
|
|
$
|
68.03
|
|
|
1,860,000
|
|
|
$
|
4,610
|
|
June 1 through 30, 2015
|
|
3,204,931
|
|
|
$
|
66.38
|
|
|
3,164,994
|
|
|
$
|
4,400
|
|
Total
|
|
5,775,901
|
|
|
$
|
67.26
|
|
|
5,634,635
|
|
|
|
|
(1)
|
Includes share repurchases under the 2015 Program and those associated with certain employee elections under the Company’s compensation and benefit programs.
|
(2)
|
The difference between the total number of shares purchased and the total number of shares purchased as part of publicly announced plans or programs is
141,266
shares, all of which relate to 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 June 30, 2015.
|
Exhibit No.
|
|
Description
|
10
|
|
Amendment No. 2 to the Credit Agreement dated as of July 27, 2015, among Colgate-Palmolive Company, as Borrower, Citibank, N.A., as Administrative Agent, and the lenders party thereto.
|
|
|
|
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 June 30, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements.
|
|
COLGATE-PALMOLIVE COMPANY
|
|
(Registrant)
|
|
|
|
Principal Executive Officer:
|
|
|
July 30, 2015
|
/s/ Ian Cook
|
|
Ian Cook
|
|
Chairman of the Board, President and
Chief Executive Officer
|
|
|
|
Principal Financial Officer:
|
|
|
July 30, 2015
|
/s/ Dennis J. Hickey
|
|
Dennis J. Hickey
|
|
Chief Financial Officer
|
|
|
|
Principal Accounting Officer:
|
|
|
July 30, 2015
|
/s/ Victoria L. Dolan
|
|
Victoria L. Dolan
|
|
Vice President and Corporate Controller
|
Section
|
Page
|
ARTICLE I
|
|
DEFINITIONS AND ACCOUNTING TERMS
|
|
SECTION 1.01. Certain Defined Terms
|
5
|
SECTION 1.02. Computation of Time Periods
|
16
|
SECTION 1.03. Accounting Terms
|
17
|
ARTICLE II
|
|
AMOUNTS AND TERMS OF THE ADVANCES
|
|
SECTION 2.01. The Advances
|
17
|
SECTION 2.02. Making the Advances
|
17
|
SECTION 2.03. Commitment Fees
|
10
|
SECTION 2.04. Reduction of the Commitments
|
20
|
SECTION 2.05. Repayment of Advances
|
20
|
SECTION 2.06. Interest on Advances
|
20
|
SECTION 2.07. Additional Interest on Eurodollar Rate Advances
|
21
|
SECTION 2.08. Interest Rate Determination
|
21
|
SECTION 2.09. Prepayments of Advances
|
21
|
SECTION 2.10. Increased Costs, Etc
|
22
|
SECTION 2.11. Payments and Computations
|
22
|
SECTION 2.12. Taxes
|
24
|
SECTION 2.13. Sharing of Payments, Etc
|
27
|
SECTION 2.14. Increase in the Aggregate Commitments
|
27
|
SECTION 2.15. Extension of Termination Date
|
29
|
SECTION 2.16. Evidence of Debt
|
31
|
SECTION 2.17. Defaulting Lenders
|
32
|
SECTION 2.18. Replacement of Lenders
|
33
|
SECTION 2.19. License Agreement and CDS Data
|
33
|
ARTICLE III
|
|
CONDITIONS OF LENDING
|
|
SECTION 3.01. Precedent to Effectiveness of Section 2.01
|
35
|
SECTION 3.02. Conditions Precedent to Each Borrowing, Commitment Increase and Extension Date and Extension Date
|
35
|
SECTION 3.03. Determinations Under Section 3.01
|
36
|
ARTICLE IV
|
|
REPRESENTATIONS AND WARRANTIES
|
|
SECTION 4.01. Representations and Warranties of the Borrower
|
36
|
|
|
|
|
|
|
|
|
ARTICLE V
|
|
COVENANTS OF THE BORROWER
|
|
SECTION 5.01. Affirmative Covenants
|
38
|
SECTION 5.02. Negative Covenants
|
41
|
|
|
ARTICLE VI
|
|
EVENTS OF DEFAULT
|
|
SECTION 6.01. Events of Default
|
43
|
ARTICLE VII
|
|
THE ADMINISTRATIVE AGENT
|
|
SECTION 7.01. Appointment and Authority
|
46
|
SECTION 7.02. Rights as a Lender
|
46
|
SECTION 7.03. Exculpatory Provisions
|
46
|
SECTION 7.04. Reliance by Administrative Agent
|
47
|
SECTION 7.05. Indemnification
|
47
|
SECTION 7.06. Delegation of Duties
|
48
|
SECTION 7.07. Resignation of Administrative Agent
|
48
|
SECTION 7.08. Non-Reliance on Administrative Agent and Other Lenders
|
49
|
SECTION 7.09. No Other Duties, etc
|
49
|
ARTICLE VIII
|
|
MISCELLANEOUS
|
|
SECTION 8.01. Amendments, Etc
|
49
|
SECTION 8.02. Notices, Etc
|
50
|
SECTION 8.03. No Waiver; Remedies
|
52
|
SECTION 8.04. Costs, Expenses, Etc
|
52
|
SECTION 8.05. Right of Set-off
|
53
|
SECTION 8.06. Binding Effect; Assignment by Borrower
|
53
|
SECTION 8.07. Assignments and Participations
|
54
|
SECTION 8.08. Change of Control
|
58
|
SECTION 8.09. Mitigation of Adverse Circumstances
|
59
|
SECTION 8.10. Governing Law
|
59
|
SECTION 8.11. Execution in Counterparts
|
59
|
SECTION 8.12. Jurisdiction, Etc
|
60
|
SECTION 8.13. Treatment of Certain Information; Confidentiality
|
60
|
SECTION 8.14. Patriot Act Notification
|
61
|
SECTION 8.15. No Fiduciary Duties
|
61
|
SECTION 8.16. Judgment
|
61
|
SECTION 8.17. Waiver of Jury Trial
|
63
|
|
|
|
|
|
|
Schedule I - List of Applicable Lending Offices
|
|
Schedule 4.01(f) - Disclosed Litigation
|
|
Exhibit A - Form of Note
|
|
Exhibit B - Notice of Borrowing
|
|
Exhibit C - Assignment and Assumption
|
|
Exhibit D - Form of Guaranty
|
|
Exhibit E - Form of Assumption Agreement
|
|
Moody’s
|
|
S&P
|
Commitment
Fee
|
Aa2 or above
|
or
|
AA or above
|
0.040%
|
Aa3 or above
|
or
|
AA- or above
|
0.045%
|
A1 or above
|
or
|
A+ or above
|
0.060%
|
Lower than above or not rated
|
|
|
0.070%
|
|
|
|
|
Moody’s
|
|
S&P
|
Credit Default Rate Floor
|
Credit Default Rate Cap
|
Aa3 or above
|
or
|
AA- or above
|
0.100%
|
0.750%
|
A1 or above
|
or
|
A+ or above
|
0.150%
|
0.875%
|
Lower than above or not rated
|
|
|
0.380%
|
1.000%
|
Name of Bank
|
Commitment
|
||
Citibank, N.A.
|
|
$480,000,000
|
|
BNP Paribas
|
|
$240,000,000
|
|
HSBC Bank USA, National Association
|
|
$240,000,000
|
|
JPMorgan Chase Bank, N.A.
|
|
$240,000,000
|
|
Wells Fargo Bank, National Association
|
|
$240,000,000
|
|
Barclays Bank PLC
|
|
$125,000,000
|
|
Goldman Sachs Bank USA
|
|
$125,000,000
|
|
Morgan Stanley Bank, N.A.
|
|
$125,000,000
|
|
US Bank National Association
|
|
$125,000,000
|
|
Australia and New Zealand Banking Group Limited
|
|
$70,000,000
|
|
Banco Bilbao Vizcaya Argentaria, S.A., New York Branch
|
|
$70,000,000
|
|
The Royal Bank of Scotland plc
|
|
$70,000,000
|
|
Santander Bank, N.A.
|
|
$70,000,000
|
|
Bank of America, N.A.
|
|
$50,000,000
|
|
The Bank of New York Mellon
|
|
$50,000,000
|
|
The Northern Trust Company
|
|
$50,000,000
|
|
Total of Commitments:
|
|
$2,370,000,000
|
|
Date
|
Amount of
Advance
|
Date Principal Due
|
Amount of
Principal Paid
or Prepaid
|
Rate
|
Unpaid Principal
Balance
|
Notation Made By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
Assignee:
______________________________
|
3.
|
Borrower(s): Colgate-Palmolive Company
|
4.
|
Administrative Agent: Citibank, N.A., as the administrative agent under the Credit Agreement
|
5.
|
Credit Agreement: The Five Year Credit Agreement dated as of November 4, 2011, amended and restated as of July 27, 2015 among Colgate-Palmolive Company, the Lenders parties thereto, Citibank, N.A., as Administrative Agent, and the other agents parties thereto
|
6.
|
Assigned Interest:
|
Assignor
|
Assignee
|
Aggregate Amount of Commitment/Advances for all Lenders
18
|
Amount of Commitment/ Advances Assigned
8
|
Percentage Assigned of Commitment/
Advances 19 |
CUSIP Number
|
|
|
$
|
$
|
%
|
|
|
|
$
|
$
|
%
|
|
|
|
$
|
$
|
%
|
|
|
Six Months Ended
June 30, 2015
|
||
Earnings:
|
|
||
Income before income taxes
|
$
|
1,778
|
|
Add:
|
|
||
Fixed charges
|
105
|
|
|
Less:
|
|
||
Income from equity investees
|
(4
|
)
|
|
Capitalized interest
|
(3
|
)
|
|
Income as adjusted
|
$
|
1,876
|
|
Fixed Charges:
|
|
||
Interest on indebtedness and amortization of debt expense and discount or premium
|
$
|
62
|
|
Portion of rents representative of interest factor
|
40
|
|
|
Capitalized interest
|
3
|
|
|
Total Fixed Charges
|
$
|
105
|
|
Ratio of earnings to fixed charges
|
17.9
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Colgate-Palmolive Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Ian Cook
|
Ian Cook
|
Chairman of the Board, President and
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Colgate-Palmolive Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Dennis J. Hickey
|
Dennis J. Hickey
|
Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2015
(the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Colgate-Palmolive Company.
|
/s/ Ian Cook
|
Ian Cook
|
Chairman of the Board, President and
|
Chief Executive Officer
|
|
/s/ Dennis J. Hickey
|
Dennis J. Hickey
|
Chief Financial Officer
|