10-K 1 cl-12312013x10k.htm COLGATE-PALMOLIVE 10K 12-31-2013 CL-12.31.2013-10K


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                  to                          .
Commission File Number 1-644
 
(Exact name of registrant as specified in its charter)
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)
Registrant’s telephone number, including area code 212-310-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $1.00 par value
4.75% Notes due 2014
New York Stock Exchange
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ Nox
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer T
Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company)
Smaller reporting company £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of Colgate-Palmolive Company Common Stock held by non-affiliates as of June 30, 2013 (the last business day of its most recently completed second quarter) was approximately $53.0 billion.
There were 918,943,637 shares of Colgate-Palmolive Company Common Stock outstanding as of January 31, 2014.
DOCUMENTS INCORPORATED BY REFERENCE:
Documents
Form 10-K Reference
Portions of Proxy Statement for the 2014 Annual Meeting of Stockholders
Part III, Items 10 through 14








Colgate-Palmolive Company
Table of Contents

Part I
  
Page
 
  
  
Item 1.
Business
Item 1A.  
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
 
 
  
Part II
 
  
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
 
 
  
Part III
 
  
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions and Director Independence
Item 14.
Principal Accountant Fees and Services
 
 
 
Part IV
 
  
Item 15.
Exhibits and Financial Statement Schedules
 
  
  
Signatures






PART I

ITEM 1.    BUSINESS

(a) General Development of the Business

Colgate-Palmolive Company (together with its subsidiaries, the “Company” or “Colgate”) is a leading consumer products company whose products are marketed in over 200 countries and territories throughout the world. Colgate was founded in 1806 and incorporated under the laws of the State of Delaware in 1923.

For recent business developments and other information, refer to the information set forth under the captions “Executive Overview and Outlook,” “Results of Operations,” “Restructuring and Related Implementation Charges” and “Liquidity and Capital Resources” in Part II, Item 7 of this report.

(b) Financial Information about Segments

Worldwide Net sales and Operating profit by business segment and geographic region during the last three years appear under the caption “Results of Operations” in Part II, Item 7 of this report and in Note 15, Segment Information to the Consolidated Financial Statements.

(c) Narrative Description of the Business

The Company operates in two product segments: Oral, Personal and Home Care; and Pet Nutrition. Colgate is a global leader in Oral Care with the leading toothpaste and manual toothbrush brands throughout many parts of the world according to value share data. Colgate’s Oral Care products include Colgate Total, Colgate Sensitive Pro-Relief, Colgate Max Fresh, Colgate Optic White and Colgate Luminous White toothpastes, Colgate 360° and Colgate Slim Soft manual toothbrushes and Colgate Optic White, Colgate Total and Colgate Plax mouthwash. Colgate’s Oral Care business also includes dental floss and pharmaceutical products for dentists and other oral health professionals.

Colgate is a leader in many product categories of the Personal Care market with global leadership in liquid hand soap, which it sells under the Palmolive, Protex and Softsoap brands. Colgate’s Personal Care products also include Palmolive, Sanex and Softsoap brand shower gels, Palmolive, Irish Spring and Protex bar soaps and Speed Stick, Lady Speed Stick and Sanex deodorants and antiperspirants. Colgate is the market leader in liquid hand soap in the U.S. with its line of Softsoap brand products according to value share data. Colgate’s Personal Care business outside the U.S. also includes Palmolive and Caprice shampoos and conditioners.

Colgate manufactures and markets a wide array of products for the Home Care market, including Palmolive and Ajax dishwashing liquids, Fabuloso and Ajax household cleaners and Murphy’s Oil Soap. Colgate is a market leader in fabric conditioners with leading brands including Suavitel in Latin America and Soupline in Europe. Colgate is a market leader in laundry detergent in the South Pacific according to value share data.

Sales of Oral, Personal and Home Care products accounted for 46%, 21% and 20%, respectively, of the Company’s total worldwide Net sales in 2013. Geographically, Oral Care is a significant part of the Company’s business in Asia, comprising approximately 86% of Net sales in that region for 2013.


1



Colgate, through its Hill’s Pet Nutrition segment (Hill’s), is a world leader in specialty pet nutrition products for dogs and cats with products marketed in over 95 countries worldwide. Hill’s markets pet foods primarily under three trademarks: Hill’s Science Diet, which is sold by authorized pet supply retailers and veterinarians for everyday nutritional needs; Hill’s Prescription Diet, a range of therapeutic products sold by veterinarians and authorized pet supply retailers to help nutritionally manage disease conditions in dogs and cats; and Hills Ideal Balance, a range of products with natural ingredients, sold by authorized pet supply retailers and veterinarians. Sales of Pet Nutrition products accounted for 13% of the Company’s total worldwide Net sales in 2013.

For more information regarding the Company’s worldwide Net sales by product category, refer to Note 1, Nature of Operations and Note 15, Segment Information to the Consolidated Financial Statements.

For additional information regarding value share data, see Market Share Information in Part II, Item 7 of this report.

Research and Development

Strong research and development capabilities and alliances enable Colgate to support its many brands with technologically sophisticated products to meet consumers’ oral, personal and home care and pet nutrition needs.  The Company’s spending related to research and development activities was $267 million in 2013, $259 million in 2012 and $262 million in 2011.

Distribution; Raw Materials; Competition; Trademarks and Patents

The Company’s products are marketed by a direct sales force at individual operating subsidiaries or business units and by distributors or brokers. No single customer accounts for 10% or more of the Company’s sales.

The majority of raw and packaging materials are purchased from other companies and are available from several sources. No single raw or packaging material represents, and no single supplier provides, a significant portion of the Company’s total material requirements. For certain materials, however, new suppliers may have to be qualified under industry, governmental and Colgate standards, which can require additional investment and take some period of time. Raw and packaging material commodities such as resins, pulp, essential oils, tallow, tropical oils, poultry, corn and soybeans are subject to market price variations.

The Company’s products are sold in a highly competitive global marketplace which has experienced increased trade concentration and the growing presence of large-format retailers and discounters. Products similar to those produced and sold by the Company are available from multinational and local competitors in the U.S. and overseas. Certain of the Company’s competitors are larger and have greater resources than the Company. In addition, private label brands sold by retail trade chains are a source of competition for certain of the Company’s product lines. Product quality, innovation, brand recognition, marketing capability and acceptance of new products largely determine success in the Company’s operating segments.

Trademarks are considered to be of material importance to the Company’s business. The Company follows a practice of seeking trademark protection in the U.S. and throughout the world where the Company’s products are sold. Principal global and regional trademarks include Colgate, Palmolive, Speed Stick, Lady Speed Stick, Softsoap, Irish Spring, Protex, Sorriso, Kolynos, elmex, Tom’s of Maine, Sanex, Ajax, Axion, Fabuloso, Soupline and Suavitel, as well as Hill’s Science Diet, Hill’s Prescription Diet and Hills Ideal Balance. The Company’s rights in these trademarks endure for as long as they are used and/or registered. Although the Company actively develops and maintains a portfolio of patents, no single patent is considered significant to the business as a whole.

Environmental Matters

The Company has programs that are designed to ensure that its operations and facilities meet or exceed standards established by applicable environmental rules and regulations. Capital expenditures for environmental control facilities totaled $24 million for 2013. For future years, expenditures are currently expected to be of a similar magnitude. For additional information regarding environmental matters refer to Note 13, Commitments and Contingencies to the Consolidated Financial Statements.
 
Employees

As of December 31, 2013, the Company employed approximately 37,400 employees.

2



Executive Officers of the Registrant

The following is a list of executive officers as of February 20, 2014:
Name
 
Age
 
Date First Elected Officer
 
Present Title
Ian Cook
 
61
 
1996
 
Chairman of the Board
 
 
  
 
  
 
President and Chief Executive Officer
Fabian T. Garcia
 
54
 
2003
 
Chief Operating Officer
 
 
 
 
 
 
Global Innovation and Growth, Europe/South Pacific
 
 
  
 
  
 
and Hills Pet Nutrition
Franck J. Moison
 
60
 
2002
 
Chief Operating Officer
 
 
  
 
  
 
Emerging Markets and Business Development
Dennis J. Hickey
 
65
 
1998
 
Chief Financial Officer
Andrew D. Hendry
 
66
 
1991
 
Chief Legal Officer and Secretary
Victoria L. Dolan
 
54
 
2011
 
Vice President and Corporate Controller
Elaine C. Paik
 
49
 
2010
 
Vice President and Corporate Treasurer
Ronald T. Martin
 
65
 
2001
 
Vice President
 
 
  
 
  
 
Global Sustainability and Social Responsibility
John J. Huston
 
59
 
2002
 
Senior Vice President
 
 
  
 
  
 
Office of the Chairman
Delia H. Thompson
 
64
 
2002
 
Senior Vice President
 
 
  
 
  
 
Investor Relations
Daniel B. Marsili
 
53
 
2005
 
Senior Vice President
 
 
 
 
 
 
Global Human Resources
Alexandre de Guillenchmidt
 
68
 
2008
 
President
 
 
  
 
  
 
Colgate – Europe/South Pacific
P. Justin Skala
 
54
 
2008
 
President
 
 
  
 
  
 
Colgate – North America and Global Sustainability
Noel R. Wallace
 
49
 
2009
 
President
 
 
  
 
  
 
Colgate – Latin America
Francis M. Williamson
 
66
 
2010
 
Vice President
 
 
 
 
 
 
Finance and Strategic Planning
 
 
 
 
 
 
Latin America
Thomas W. Greene
 
47
 
2011
 
Vice President
 
 
 
 
 
 
Chief Information and Business Services Officer
Patricia Verduin
 
54
 
2011
 
Vice President
 
 
 
 
 
 
Chief Technology Officer
Nigel B. Burton
 
55
 
2012
 
Chief Marketing Officer
Michael Corbo
 
54
 
2012
 
Vice President
 
 
 
 
 
 
Global Supply Chain
Stephen J. Fogarty
 
64
 
2012
 
Chief Ethics and Compliance Officer
Peter Brons-Poulsen
 
57
 
2013
 
President and Chief Executive Officer
 
 
 
 
 
 
Hills Pet Nutrition
Mukul Deoras
 
50
 
2013
 
President
 
 
 
 
 
 
Colgate – Asia
Panagiotis Tsourapas
 
49
 
2013
 
President
 
 
 
 
 
 
Colgate – Africa/Eurasia
Each of the executive officers listed above has served the registrant or its subsidiaries in various executive capacities for the past five years. Under the Company’s By-Laws, the officers of the corporation hold office until their respective successors are chosen and qualified or until they have resigned, retired or been removed by the affirmative vote of a majority of the Board of Directors of the Company (the Board). There are no family relationships between any of the executive officers, and there is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was elected.

3



(d) Financial Information about Geographic Areas

For financial data by geographic region, refer to the information set forth under the caption “Results of Operations” in Part II, Item 7, of this report and in Note 15, Segment Information to the Consolidated Financial Statements.  For a discussion of risks associated with our international operations, see Item 1A “Risk Factors.”

(e) Available Information

The Company’s web site address is www.colgatepalmolive.com. The information contained on the Company’s web site is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. The Company makes available, free of charge, on its web site its annual reports on Form 10-K, its quarterly reports on Form 10-Q, its interactive data files posted pursuant to Rule 405 of Regulation S-T, its current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) as soon as reasonably practicable after the Company has electronically filed such material with, or furnished it to, the United States Securities and Exchange Commission (the SEC). Also available on the Company’s web site are the Company’s Code of Conduct and Corporate Governance Guidelines, the charters of the Committees of the Board, reports under Section 16 of the Exchange Act of transactions in Company stock by directors and officers and its proxy statements.

ITEM 1A.    RISK FACTORS

Set forth below is a summary of the material risks to an investment in our securities.  These risks are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also have an adverse effect on us. If any of the below risks actually occur, our business, results of operations, cash flows or financial condition could be materially and adversely impacted, which might cause the value of our securities to decline.

We face risks associated with significant international operations, including exposure to foreign currency fluctuations.

We operate on a global basis with approximately 80% of our Net sales originating in markets outside the U.S. While geographic diversity helps to reduce our exposure to risks in any one country or part of the world, it also means that we are subject to the full range of risks associated with significant international operations, including, but not limited to:

changes in exchange rates for foreign currencies, which may reduce the U.S. dollar value of revenues, profits and cash flows we receive from non-U.S. markets or increase our supply costs, as measured in U.S. dollars, in those markets,
exchange controls and other limits on our ability to import raw materials or finished product or to repatriate earnings from overseas,
political or economic instability, social or labor unrest or changing macroeconomic conditions in our markets,
lack of well-established or reliable legal systems in certain countries where we operate,
foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources, and
other foreign or domestic legal and regulatory requirements, including those resulting in potentially adverse tax consequences or the imposition of onerous trade restrictions, price controls, profit controls or other government controls.
These risks could have a significant impact on our ability to sell our products on a competitive basis in international markets and may adversely affect our business, results of operations, cash flows and financial condition.
In an effort to minimize the impact on earnings of foreign currency rate movements, we engage in a combination of cost-containment measures, sourcing strategies, selling price increases and selective hedging of foreign currency transactions. However, these measures may not succeed in offsetting any negative impact of foreign currency rate movements on our business and results of operations.

For example, we have been and will continue to be impacted by developments in Venezuela including the significant devaluations of the Venezuelan bolivar fuerte that occurred in 2010 and in February 2013 and the announcements made in late January 2014. On April 1, 2012, price controls became effective in Venezuela affecting most products in our Venezuelan subsidiary’s (“CP Venezuela”) portfolio, thereby further restricting our ability to implement price increases, which had been one of the key mechanisms to offset the effects of continuing high inflation and the impact of currency devaluation. In addition, at

4



times, production at CP Venezuela has been negatively impacted by labor issues within the country. Going forward, additional government actions, including in the form of further currency devaluations or continued or worsening import authorization controls, foreign exchange, price or profit controls or expropriation or other form of government take-over could have further adverse impacts on our business, results of operations, cash flows and financial condition, as could additional labor unrest in Venezuela. For additional information regarding these and other risks associated with our operations in Venezuela, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview and Outlook” and Note 14, Venezuela to the Consolidated Financial Statements.

Significant competition in our industry could adversely affect our business.

We face vigorous competition worldwide, including from local competitors and other large, multinational companies, some of which have greater resources than we do. We face this competition in several aspects of our business, including, but not limited to, the pricing of products, promotional activities, new product introductions and expansion into new geographies. Such competition also extends to administrative and legal challenges of product claims and advertising. Our ability to compete also depends on the strength of our brands and on our ability to defend our patent, trademark and trade dress rights against legal challenges brought by competitors.

We may be unable to anticipate the timing and scale of such initiatives or challenges by competitors or to successfully counteract them, which could harm our business. In addition, the cost of responding to such initiatives and challenges, including management time, out-of-pocket expenses and price reductions, may affect our performance in the relevant period. A failure to compete effectively could adversely affect our business, results of operations, cash flows and financial condition.

Our business is subject to legal and regulatory risks in the U.S. and abroad.

Our business is subject to extensive legal and regulatory requirements in the U.S. and abroad. Such legal and regulatory requirements apply to most aspects of our products, including their development, ingredients, manufacture, packaging, labeling, storage, transportation, distribution, export, import, advertising and sale. U.S. federal authorities, including the U.S. Food and Drug Administration (the “FDA”), the Federal Trade Commission, the Consumer Product Safety Commission and the Environmental Protection Agency, regulate different aspects of our business, along with parallel authorities at the state and local levels and comparable authorities overseas. Also, our selling practices are regulated by competition law authorities in the U.S. and abroad.

Because of our extensive international operations, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar worldwide anti-bribery laws. The FCPA and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to government officials or other third parties for the purpose of obtaining or retaining business. While our policies mandate compliance with these anti-bribery laws, we cannot provide assurance that our internal control policies and procedures will always protect us from reckless or criminal acts committed by our employees, joint-venture partners or agents. Violations of these laws, or allegations of such violations, could disrupt our business and adversely affect our results of operations, cash flows and financial condition.

In addition, new or more stringent legal or regulatory requirements, or more restrictive interpretations of existing requirements, could adversely impact our business, results of operations, cash flows and financial condition.  For example, from time to time, various regulatory authorities and consumer groups in Europe, the U.S. and other countries request or conduct reviews of the use of various ingredients in consumer products. Triclosan, an ingredient used by us primarily in Colgate Total toothpaste as well as certain other oral care products and soaps, is an example of an ingredient that has undergone reviews by various regulatory authorities worldwide. Triclosan is currently being evaluated under the European Union’s Regulation for the Registration, Evaluation, Authorization and Restriction of Chemicals, which requires the registration of all chemicals used in the European Union by 2018. In the U.S., the FDA is evaluating the use of triclosan and benzalkoniam chloride (an ingredient used in certain of our hand soap products) in hand soaps and hand sanitizers. In addition, potential legislation seeking to ban the sale of consumer products containing triclosan has been proposed by legislators in Chicago, Illinois and in Minnesota. A decision by a regulatory or governmental authority that triclosan, or any other of our ingredients, should not be used in certain consumer products or should otherwise be newly regulated, could adversely impact our business, as could negative reactions by our consumers, trade customers or non-governmental organizations to our use of such ingredients.  Additionally, an inability to develop new or reformulated products containing alternative ingredients or to obtain regulatory approval of such products on a timely basis could likewise adversely affect our business.    


5



While it is our policy and practice to comply with all legal and regulatory requirements applicable to our business, a finding that we are in violation of, or out of compliance with, applicable laws or regulations could subject us to civil remedies, including fines, damages, injunctions or product recalls, or criminal sanctions, any of which could adversely affect our business, results of operations, cash flows and financial condition. Even if a claim is unsuccessful, is without merit or is not fully pursued, the negative publicity surrounding such assertions regarding our products, processes or business practices could adversely affect our reputation and brand image. For information regarding our legal and regulatory matters, see Item 3 “Legal Proceedings” and Note 13, Commitments and Contingencies to the Consolidated Financial Statements.

Uncertain global economic conditions and disruptions in the credit markets may adversely affect our business.

Uncertain global economic conditions could adversely affect our business. Recent global economic trends pose challenges to our business and could result in declining revenues, profitability and cash flows. Although we continue to devote significant resources to support our brands, during periods of economic uncertainty consumers may switch to economy brands, which could reduce sales volumes of our products or result in a shift in our product mix from higher margin to lower margin product offerings. Additionally, retailers may increase pressure on our selling prices or increase promotional activity for lower-priced or value offerings as they seek to maintain sales volumes and margins.

While we currently generate significant cash flows from ongoing operations and have access to global credit markets through our various financing activities, any disruption in the credit markets could limit the availability of credit or the ability or willingness of financial institutions to extend credit, which could adversely affect our liquidity and capital resources or significantly increase our cost of capital. If any financial institutions that hold our cash or other investments or that are parties to our revolving credit facility supporting our commercial paper program or other financing arrangements, such as interest rate or foreign exchange hedging instruments, were to declare bankruptcy or become insolvent, they may be unable to perform under their agreements with us. This could leave us with reduced borrowing capacity or unhedged against certain interest rate or foreign currency exposures. In addition, tighter credit markets may lead to business disruptions for certain of our suppliers, contract manufacturers or trade customers which could, in turn, adversely impact our business, results of operations, cash flows and financial condition.

Increasing dependence on key retailers in developed markets, changes in the policies of our retail trade customers and the emergence of new sales channels may adversely affect our business.

Our products are sold in a highly competitive global marketplace which has experienced increased trade concentration and the growing presence of large-format retailers and discounters. With the growing trend toward retail trade consolidation, we are increasingly dependent on key retailers, and some of these retailers, including large-format retailers, may have greater bargaining strength than we do. They may use this leverage to demand higher trade discounts, allowances or slotting fees, which could lead to reduced sales or profitability.

We may also be negatively affected by changes in the policies of our retail trade customers, such as inventory de-stocking, limitations on access to shelf space, delisting of our products, environmental or sustainability initiatives and other conditions. For example, a determination by a key retailer that any of our ingredients should not be used in certain consumer products or should otherwise be newly restricted could adversely impact our business, results of operations, cash flows and financial condition. In addition, private label products sold by retail trade chains, which are typically sold at lower prices than branded products, are a source of competition for certain of our product lines, including liquid hand soaps and shower gels. The emergence of new sales channels, such as sales via e-commerce, may affect consumer preferences and market dynamics and could also adversely impact our business, results of operations, cash flows and financial condition.

The growth of our business depends on the successful development and launch of innovative new products.

Our growth depends on the continued success of existing products as well as the successful development and launch of innovative new products and line extensions. The development and introduction of innovative new products and line extensions involve considerable costs, and any new product or line extension may not generate sufficient customer and consumer interest and sales to become a profitable product or to cover the costs of its development and promotion. Our ability to achieve a successful launch of a new product or line extension could be adversely affected by preemptive actions taken by competitors in response to the launch, such as increased promotional activities and advertising. In addition, our ability to create new products and line extensions and to sustain existing products is affected by whether we can successfully:

develop and fund technological innovations,

6



obtain and maintain necessary patent and trademark protection and avoid infringing intellectual property rights of others,
obtain approvals and registrations of regulated products, including from the FDA and other regulatory bodies in the U.S. and abroad, and
anticipate and respond to consumer needs and preferences.

The failure to develop and launch successful new products could hinder the growth of our business and any delay in the development or launch of a new product could result in us not being the first to market, which could compromise our competitive position and adversely affect our business, results of operations, cash flows and financial condition.

We may not realize the benefits that we expect from our 2012 Restructuring Program.
    
In the fourth quarter of 2012, we commenced a four-year Global Growth and Efficiency Program (the “2012 Restructuring Program”) for sustained growth. The 2012 Restructuring Program’s initiatives are expected to help us ensure continued and solid worldwide growth in unit volume, organic sales and earnings per share and enhance our global leadership positions in our core businesses.

The successful implementation of the 2012 Restructuring Program presents significant organizational challenges and in many cases will require successful negotiations with third parties, including labor organizations, suppliers and other business partners. As a result, we may not be able to realize all of the anticipated benefits from our 2012 Restructuring Program. Events and circumstances, such as financial or strategic difficulties, delays and unexpected costs may occur that could result in our not realizing all of the anticipated benefits or our not realizing the anticipated benefits on our expected timetable. If we are unable to realize the anticipated savings of the 2012 Restructuring Program, our ability to fund other initiatives may be adversely affected. Any failure to implement the 2012 Restructuring Program in accordance with our expectations could adversely affect our business, results of operations, cash flows and financial condition.

Volatility in material and other costs and our increasing dependence on key suppliers could adversely impact our profitability.

Raw and packaging material commodities such as resins, pulp, essential oils, tropical oils, poultry, corn, soybeans and tallow are subject to wide price variations. Increases in the costs and availability of these commodities and the costs of energy, transportation and other necessary services may adversely affect our profit margins if we are unable to pass along any higher costs in the form of price increases or otherwise achieve cost efficiencies such as in manufacturing and distribution. In addition, our move to global suppliers for materials and other services in order to achieve cost reductions and simplify our business has resulted in an increasing dependence on key suppliers. For certain key materials, including triclosan, we use single-source suppliers. In addition, for certain materials, new suppliers may have to be qualified under industry, governmental and Colgate standards, which can require additional investment and take a significant period of time. While we believe that the supplies of raw materials needed to manufacture our products are adequate, global economic conditions, supplier capacity constraints, climatic events such as droughts or hurricanes and other factors could affect the availability of, or prices for, those raw materials, and an interruption in their supply could adversely affect our business, results of operation, cash flows and financial condition.

Damage to our reputation could have an adverse effect on our business.

Maintaining our strong reputation with consumers and our trade partners globally is critical to selling our branded products. Accordingly, we devote significant time and resources to programs designed to protect and preserve our reputation, such as our Ethics and Compliance, Sustainability, Brand Protection and Product Safety, Regulatory and Quality initiatives.  

In addition, third parties sell counterfeit versions of our products, which are inferior or may pose safety risks. As a result, consumers of our brands could confuse our products with these counterfeit products, which could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our business, results of operations, cash flows and financial condition.

Similarly, adverse publicity about us or our brands regarding health concerns, legal or regulatory proceedings, environmental impacts, including packaging, energy and water use and waste management, or other sustainability issues, whether or not deserved, could jeopardize our reputation. In addition, negative posts or comments about us on any social media web site could harm our reputation. Damage to our reputation or loss of consumer confidence in our products for any of these

7



reasons could adversely affect our business, results of operations, cash flows and financial condition, as well as require resources to rebuild our reputation.

Our business is subject to product liability and false marketing claims.

From time to time we may be subject to product liability claims alleging, among other things, that our products cause damage to property or persons, provide inadequate instructions or warnings regarding their use or contain design or manufacturing defects or contaminants. In addition, from time to time we may be subject to claims from competitors and consumers, including consumer class actions, alleging that our product claims are deceptive. Regardless of their merit, these claims can require significant time and expense to investigate and defend. For example, as described in Item 3 “Legal Proceedings,” we have been named in product liability actions alleging that certain talc products we sold prior to 1996 were contaminated with asbestos, causing harm to consumers. In addition, if one of our products, or a raw material contained in our products, is perceived or found to be defective or unsafe, we may need to recall some of our products. Whether or not a product liability or false marketing claim is successful, or a recall is required, such assertions could have an adverse effect on our business, results of operations, cash flows and financial condition, and the negative publicity surrounding them could harm our reputation and brand image.

Our business is subject to the risks inherent in global manufacturing and sourcing activities.

We are engaged in manufacturing and sourcing of products and materials on a global scale. We are subject to the risks inherent in such activities, including, but not limited to:

industrial accidents or other occupational health and safety issues,
environmental events,
strikes and other labor disputes,
disruptions in logistics,
loss or impairment of key manufacturing sites,
raw material and product quality or safety issues,
the impact on our suppliers of tighter credit or capital markets, and
natural disasters, including climatic events and earthquakes, acts of war or terrorism and other external factors over which we have no control.
While we have business continuity and contingency plans in place for key manufacturing sites and the supply of raw materials, significant disruption of manufacturing for any of the above reasons could interrupt product supply and, if not remedied, have an adverse impact on our business, results of operations, cash flows and financial condition.

A failure of a key information technology system could adversely impact our ability to conduct business.

We rely extensively on information technology systems, including some which rely on third-party service providers, in order to conduct our business.  These systems include, but are not limited to:

communicating within the Company and with other parties,
ordering and managing materials from suppliers,
converting materials to finished products,
receiving and processing orders from and shipping products to our customers,
marketing products to consumers,

8



collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data,
processing transactions,
summarizing and reporting results of operations,
complying with legal, regulatory or tax requirements, and
other processes involved in managing the business.
Although we have network security measures in place, the systems may be vulnerable to computer viruses, security breaches and other similar disruptions from unauthorized users. While we have business continuity plans in place, if the systems are damaged or cease to function properly for any reason, including the poor performance or failure of third-party service providers, catastrophic events, power outages, security breaches, network outages, failed upgrades or other similar events, and if the business continuity plans do not effectively resolve such issues on a timely basis, we may suffer interruptions in our ability to manage or conduct business as well as reputational harm, which may adversely impact our business, results of operations, cash flows and financial condition. Furthermore, if we suffer a loss or disclosure of confidential business or stakeholder information as a result of a breach of our information technology systems or failure of third-party service providers, we may suffer reputational, competitive, and/or business harm, which may adversely impact our business, results of operations cash flows and financial condition.

Our success depends upon our ability to attract and retain key employees and the succession of senior management.

Our success largely depends on the performance of our management team and other key employees. If we are unable to attract and retain talented, highly qualified senior management and other key people, our business, results of operations, cash flows and financial condition could be adversely affected. In addition, if we are unable to effectively provide for the succession of senior management, including our Chief Executive Officer, our business, results of operations, cash flows and financial condition may be adversely affected. While we follow a disciplined, ongoing succession planning process and have succession plans in place for senior management and other key executives, these do not guarantee that the services of qualified senior executives will continue to be available to us at particular moments in time.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

The Company owns or leases approximately 370 properties which include manufacturing, distribution, research and office facilities worldwide. Our corporate headquarters is located in leased property at 300 Park Avenue, New York, New York.

In the U.S., the Company operates approximately 70 properties, of which 14 are owned. Major U.S. manufacturing and warehousing facilities used by the Oral, Personal and Home Care segment of our business are located in Morristown, New Jersey; Morristown, Tennessee; and Cambridge, Ohio. The Pet Nutrition segment has major facilities in Bowling Green, Kentucky; Topeka, Kansas; Emporia, Kansas; and Richmond, Indiana. The primary research center for Oral, Personal and Home Care products is located in Piscataway, New Jersey and the primary research center for Pet Nutrition products is located in Topeka, Kansas. Our global data center is also located in Piscataway, New Jersey.

Overseas, the Company operates approximately 300 properties, of which 84 are owned, in over 70 countries. Major overseas facilities used by the Oral, Personal and Home Care product segment of our business are located in Australia, Brazil, China, Colombia, France, Greece, Guatemala, Italy, Mexico, Poland, South Africa, Thailand, Turkey, Venezuela and Vietnam. The Pet Nutrition segment has major facilities in the Czech Republic and the Netherlands.

All of the facilities we operate are well maintained and adequate for the purpose for which they are intended.


9



ITEM 3.    LEGAL PROCEEDINGS

As a global company serving consumers in more than 200 countries and territories, the Company is routinely subject to a wide variety of legal proceedings. These include disputes relating to intellectual property, contracts, product liability, marketing, advertising, foreign exchange controls, antitrust and trade regulation, as well as labor and employment, environmental and tax matters and consumer class actions. Management proactively reviews and monitors the Company’s exposure to, and the impact of, environmental matters. The Company is party to various environmental matters and, as such, may be responsible for all or a portion of the cleanup, restoration and post-closure monitoring of several sites.

As a matter of course, the Company is regularly audited by the Internal Revenue Service (IRS) and other tax authorities around the world in countries where it conducts business. In this regard, all U.S. federal income tax returns through December 31, 2009 have been audited by, and settled with, the IRS. Limited matters with respect to years 2002 through 2007 had been in administrative appeals and were settled during 2013 with no adverse effect on the Company’s results of operations, cash flows or financial condition. With a few exceptions, the Company is no longer subject to U.S., state and local income tax examinations for the years prior to 2009. In addition, the Company has subsidiaries in various foreign jurisdictions that have statutes of limitations for tax audits generally ranging from three to six years.

The Company establishes accruals for loss contingencies when it has determined that a loss is probable and that the amount of loss, or range of loss, can be reasonably estimated. Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances.

The Company also determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that a loss is reasonably possible and it is able to determine such estimates. For those matters disclosed below, the Company currently estimates that the aggregate range of reasonably possible losses in excess of any accrued liabilities is $0 to approximately $250 million (based on current exchange rates). The estimates included in this amount are based on the Company’s analysis of currently available information and, as new information is obtained, these estimates may change. Due to the inherent subjectivity of the assessments and the unpredictability of outcomes of legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to the Company from the matters in question. Thus, the Company’s exposure and ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued or the range disclosed above.

Based on current knowledge, management does not believe that the ultimate resolution of loss contingencies arising from the matters discussed herein will have a material effect on the Company’s consolidated financial position or its ongoing results of operations or cash flows. However, in light of the inherent uncertainties noted above, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular quarter or year.


10



Brazilian Matters

There are certain tax and civil proceedings outstanding, as described below, related to the Companys 1995 acquisition of the Kolynos oral care business from Wyeth (the Seller).

The Brazilian internal revenue authority has disallowed interest deductions and foreign exchange losses taken by the Company’s Brazilian subsidiary for certain years in connection with the financing of the Kolynos acquisition. The tax assessments with interest, at the current exchange rate, are approximately $120 million. The Company has been disputing the disallowances by appealing the assessments within the internal revenue authority’s appellate process with the following results to date:
 
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.
 
The Company has filed a motion for clarification with a special appeals chamber of the Taxpayers’ Council and further appeals are available within the Brazilian federal courts. The Company intends to challenge these assessments vigorously. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel and other advisors, that the disallowances are without merit and that the Company should ultimately prevail on appeal, if necessary, in the Brazilian federal courts.
 
In 2002, the Brazilian Federal Public Attorney filed a civil action against the federal government of Brazil, Laboratorios Wyeth-Whitehall Ltda. (the Brazilian subsidiary of the Seller) and the Company, as represented by its Brazilian subsidiary, seeking to annul an April 2000 decision by the Brazilian Board of Tax Appeals that found in favor of the Seller’s Brazilian subsidiary on the issue of whether it had incurred taxable capital gains as a result of the divestiture of Kolynos. The action seeks to make the Company’s Brazilian subsidiary jointly and severally liable for any tax due from the Seller’s Brazilian subsidiary. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel, that the Company should ultimately prevail in this action. The Company intends to challenge this action vigorously.
 
In December 2005, the Brazilian internal revenue authority issued to the Company’s Brazilian subsidiary a tax assessment with interest and penalties of approximately $75 million, at the current exchange rate, based on a claim that certain purchases of U.S. Treasury bills by the subsidiary and their subsequent disposition during the period 2000 to 2001 were subject to a tax on foreign exchange transactions. The Company is disputing the assessment within the internal revenue authority’s administrative appeals process. In October 2007, the Second Board of Taxpayers, which has jurisdiction over these matters, ruled in favor of the internal revenue authority. In January 2008, the Company appealed this decision, and in January 2012, a special appeals chamber of the Taxpayers’ Council denied the Company’s appeal. The Company has filed a motion for clarification with a special appeals chamber of the Taxpayers Council and further appeals are available within the Brazilian federal courts. Although there can be no assurances, management believes, based on the advice of its Brazilian legal counsel, that the tax assessment is without merit and that the Company should prevail on appeal, if not at the administrative level, in the Brazilian federal courts. The Company intends to challenge this assessment vigorously.








11



Competition Matters

European Competition Matters

Certain of the Company’s subsidiaries in Europe are subject to investigations, and in some cases, fines by governmental authorities in a number of European countries related to potential competition law violations. The Company understands that substantially all of these matters also involve other consumer goods companies and/or retail customers. The status of the various pending matters is discussed below.

Fines have been imposed on the Company in the following matters, although, as noted below, the Company has appealed each of these fines:

In December 2009, the Swiss competition law authority imposed a fine of $6 million 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 January 2010, the Companys Spanish subsidiary was fined $3 million by the Spanish competition law authority on the basis that it had entered an agreement with other shower gel manufacturers regarding product downsizing, which the Company contested. The fine was annulled by the Court of Appeal in July 2013. The Spanish competition law authority is appealing this judgment before the Spanish 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 million. The Company is appealing the fine in the Italian courts.
In December 2011, the French competition law authority found that four consumer goods companies had entered into agreements on pricing and promotion of heavy duty detergents for which the Companys French subsidiary was fined $46 million in connection with a divested business. The decision was confirmed by the Court of Appeal in January 2014, and the Company is reviewing this decision to evaluate its options.
In March 2012, the French competition law authority found that three pet food producers, including the Company’s Hill’s French subsidiary, had violated the competition law, for which it imposed a fine of $7 million on the Company’s Hill’s French subsidiary for alleged restrictions on exports from France, which the Company contested. In October 2013, the Companys appeal was denied. The Company is appealing before the French Supreme Court.

Currently, formal claims of violations or statements of objections are pending against the Company as follows:
In October 2012, the Belgian competition law authority alleged that 11 branded goods companies, including the Company’s Belgian subsidiary, assisted retailers to coordinate their retail prices on the Belgian market. The Company is in the process of responding to this statement of objections.
In June 2013, the French competition law authority issued a statement of objections alleging that the Companys French subsidiary and a number of its competitors exchanged sensitive information related to the French home care and personal care sectors. The Company has responded to this statement of objections.

An investigation is ongoing in Greece, but no formal claim of violations has been filed.

In March 2013, the German competition authority completed its investigation into alleged exchange of sensitive information by 17 branded goods companies and no penalties were imposed against the Company or its German subsidiary.

Australian Competition Matter

In December 2013, the Australian competition law authority instituted civil proceedings in the Sydney registry of the Federal Court of Australia alleging that three consumer goods companies, including the Company’s Australian subsidiary, a retailer and a former employee of the Company’s Australian subsidiary violated the Australian competition law by coordinating the launching and pricing of ultra concentrated laundry detergents. The Company intends to challenge these proceedings vigorously. Since the amount of any potential losses from these proceedings cannot be estimated, the range of reasonably possible losses in excess of accrued liabilities disclosed above does not include any amount relating to these proceedings.

12




The Company’s policy is to comply with antitrust and competition laws and, if a violation of any such laws is found, to take appropriate remedial action and to cooperate fully with any related governmental inquiry. Competition and antitrust law investigations often continue for several years and can result in substantial fines for violations that are found. While the Company cannot predict the final financial impact of these competition law issues as these matters may change, the Company evaluates developments in these matters quarterly and accrues liabilities as and when appropriate.

Talcum Powder Matters

The Company is a defendant in a number of civil actions alleging that certain talc products it sold prior to 1996 were contaminated with asbestos. Since 2008, the Company has and will continue to challenge these cases vigorously, and although there can be no assurances, it believes, based on the advice of its legal counsel, that they are without merit and the Company should ultimately prevail. Currently, there are 13 single plaintiff cases pending against the Company in state courts in Delaware, Maryland, New Jersey and New York and one case pending in federal court in North Carolina. Fourteen similar cases previously filed against the Company have been dismissed and final judgment entered in favor of the Company. To date, there have been no findings of liability against the Company in any of these cases. Since the amount of any potential losses from these cases at trial cannot be estimated, the range of reasonably possible losses in excess of accrued liabilities disclosed above does not include any amount relating to these cases.

In 2014, several of these cases are tentatively scheduled to go to trial, although the Company may succeed in dismissing some or all of them prior to trial. As stated above, the Company believes that it will ultimately prevail as it has in all similar cases.

ERISA Matters

In October 2007, a putative class action claiming that certain aspects of the cash balance portion of the Colgate-Palmolive Company Employees’ Retirement Income Plan (the Plan) do not comply with the Employee Retirement Income Security Act was filed against the Plan and the Company in the United States District Court for the Southern District of New York. Specifically, Proesel, et al. v. Colgate-Palmolive Company Employees’ Retirement Income Plan, et al. alleges improper calculation of lump sum distributions, age discrimination and failure to satisfy minimum accrual requirements, thereby resulting in the underpayment of benefits to Plan participants.

Two other putative class actions filed earlier in 2007, Abelman, et al. v. Colgate-Palmolive Company Employees’ Retirement Income Plan, et al., in the United States District Court for the Southern District of Ohio, and Caufield v. Colgate-Palmolive Company Employees’ Retirement Income Plan, in the United States District Court for the Southern District of Indiana, both alleging improper calculation of lump sum distributions and, in the case of Abelman, claims for failure to satisfy minimum accrual requirements, were transferred to the Southern District of New York and consolidated with Proesel into one action, In re Colgate-Palmolive ERISA Litigation. The complaint in the consolidated action alleges improper calculation of lump sum distributions and failure to satisfy minimum accrual requirements, but does not include a claim for age discrimination. The relief sought includes recalculation of benefits in unspecified amounts, pre- and post-judgment interest, injunctive relief and attorneys’ fees. In October 2013, the parties executed a settlement agreement under which the Plan would pay approximately $40 million after application of certain offsets to resolve the litigation. The settlement agreement is subject to court approval. On December 16, 2013, a motion for preliminary approval of a class action settlement, class certification and appointment of class counsel was approved and a final approval hearing is scheduled for April 4, 2014. The Company and the Plan intend to contest this action vigorously should the settlement not be approved and finalized.

ITEM 4.     MINE SAFETY DISCLOSURES

Not Applicable.


13



PART II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

For information regarding the market for the Company’s common stock, including quarterly market prices and dividends, refer to “Market and Dividend Information” included in Part IV, Item 15 of this report. For information regarding the number of common shareholders of record, refer to “Historical Financial Summary” included in Part IV, Item 15 of this report.  For information regarding the securities authorized for issuance under our equity compensation plans, refer to “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” included in Part III, Item 12 of this report.

Issuer Purchases of Equity Securities

The share repurchase program approved by the Board on September 8, 2011 (the “2011 Program”) authorized the repurchase of up to 50 million shares of the Company’s common stock. On March 7, 2013, the Board approved a two-for-one stock split of the Companys common stock to be effected through a 100% stock dividend. The record date for the two-for-one stock split was the close of business on April 23, 2013, and the share distribution occurred on May 15, 2013. The Board authorized that the number of shares remaining under the 2011 Program as of May 15, 2013 be increased by 100% as a result of the two-for-one stock split. The Board also has authorized share repurchases on an ongoing basis to fulfill certain requirements of the Company’s compensation and benefit programs. The shares will be repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion, subject to market conditions, customary blackout periods and other factors.

The following table shows the stock repurchase activity for each of the three months in the quarter ended December 31, 2013:
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
October 1 through 31, 2013
 
765,841

 
$
62.45

 
709,302

 
31,905,271

November 1 through 30, 2013
 
1,480,172

 
$
65.51

 
1,480,000

 
30,425,271

December 1 through 31, 2013
 
4,514,579

 
$
64.69

 
4,487,709

 
25,937,562

Total
 
6,760,592

 
$
64.62

 
6,677,011

 
 

_______
(1) 
Includes share repurchases under 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 83,581 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.


ITEM 6.    SELECTED FINANCIAL DATA

Refer to the information set forth under the caption “Historical Financial Summary” included in Part IV, Item 15 of this report.

14


(Dollars in Millions Except Per Share Amounts)

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview and Outlook

Colgate-Palmolive Company seeks to deliver strong, consistent business results and superior shareholder returns by providing consumers globally with products that make their lives healthier and more enjoyable.

To this end, the Company is tightly focused on two product segments: Oral, Personal and Home Care; and Pet Nutrition. Within these segments, the Company follows a closely defined business strategy to develop and increase market leadership positions in key product categories. These product categories are prioritized based on their capacity to maximize the use of the organization’s core competencies and strong global equities and to deliver sustainable long-term growth.

Operationally, the Company is organized along geographic lines with management teams having responsibility for the business and financial results in each region. The Company competes in more than 200 countries and territories worldwide with established businesses in all regions contributing to the Company’s sales and profitability. Approximately 80% of the Company’s Net sales are generated from markets outside the U.S., with over 50% of the Company’s Net sales coming from emerging markets (which consist of Latin America, Asia (excluding Japan), Africa/Eurasia and Central Europe). This geographic diversity and balance help to reduce the Company’s exposure to business and other risks in any one country or part of the world.

The Oral, Personal and Home Care segment is operated through five reportable operating segments: North America, Latin America, Europe/South Pacific, Asia and Africa/Eurasia, all of which sell to a variety of retail and wholesale customers and distributors. The Company, through Hill’s Pet Nutrition, also competes on a worldwide basis in the pet nutrition market, selling its products principally through authorized pet supply retailers and veterinarians.

On an ongoing basis, management focuses on a variety of key indicators to monitor business health and performance. These indicators include market share, net sales (including volume, pricing and foreign exchange components), organic sales growth (net sales growth excluding the impact of foreign exchange, acquisitions and divestments), gross profit margin, operating profit, net income and earnings per share, as well as measures used to optimize the management of working capital, capital expenditures, cash flow and return on capital. The monitoring of these indicators and the Company’s Code of Conduct and corporate governance practices help to maintain business health and strong internal controls.

To achieve its business and financial objectives, the Company focuses the organization on initiatives to drive and fund growth. The Company seeks to capture significant opportunities for growth by identifying and meeting consumer needs within its core categories, through its focus on innovation and the deployment of valuable consumer and shopper insights in the development of successful new products regionally, which are then rolled out on a global basis. To enhance these efforts, the Company has developed key initiatives to build strong relationships with consumers, dental and veterinary professionals and retail customers. Growth opportunities are greater in those areas of the world in which economic development and rising consumer incomes expand the size and number of markets for the Company’s products.

The investments needed to support growth are developed through continuous, Company-wide initiatives to lower costs and increase effective asset utilization. Through these initiatives, which are referred to as the Company’s funding-the-growth initiatives, the Company seeks to become even more effective and efficient throughout its businesses. These initiatives are designed to reduce costs associated with direct materials, indirect expenses and distribution and logistics, and encompass a wide range of projects, examples of which include raw material substitution, reduction of packaging materials, consolidating suppliers to leverage volumes and increasing manufacturing efficiency through SKU reductions and formulation simplification. The Company also continues to prioritize its investments toward its higher margin businesses, specifically Oral Care, Personal Care and Pet Nutrition.


15


(Dollars in Millions Except Per Share Amounts)

As disclosed in Part I, Item 1A “Risk Factors,” with approximately 80% of its Net sales generated outside the United States, the Company is exposed to changes in economic conditions and foreign currency exchange rates, as well as political uncertainty in some countries, all of which could impact future operating results. For example, as discussed in detail below, the operating environment in Venezuela is challenging, with economic uncertainty fueled by currency devaluations and high inflation and governmental restrictions in the form of import authorization controls, currency exchange and payment controls, price and profit controls and the possibility of expropriation of property or other resources.

In particular, the Company has been and will continue to be impacted as a result of the significant devaluations of the Venezuelan bolivar fuerte that occurred in 2010 and in February 2013, described in Note 14, Venezuela to the Consolidated Financial Statements. Effective February 9, 2013 the Venezuelan government devalued its currency and the official exchange rate changed from 4.30 to 6.30 Venezuelan bolivares fuerte per dollar. The Company incurred a one-time, pretax loss of $172 ($111 aftertax loss), in the first quarter of 2013 related to the remeasurement of the net monetary assets in the local balance sheet at the date of the devaluation. The Company remeasures the financial statements of its Venezuelan subsidiary (CP Venezuela) at the rate at which it expects to remit future dividends. At December 31, 2013, that rate was 6.30. As the local currency operations in Venezuela translated into fewer U.S. dollars, the February 2013 devaluation had and will continue to have an ongoing adverse effect on the Companys reported results.

In addition, the Venezuelan government continues to impose import authorization controls, currency exchange and payment controls and price controls. Price controls, which became effective on April 1, 2012, affect most products in CP Venezuela’s portfolio and thereby further restrict the Company’s ability to implement price increases, which had been one of the key mechanisms to offset the effects of continuing high inflation and the impact of currency devaluations.

CP Venezuela funds its requirements for imported goods primarily through a combination of U.S. dollars obtained from CADIVI and intercompany borrowings. The amount of U.S. dollars received from CADIVI in 2013 was higher than the amount received in 2012; however, CP Venezuelas supply of U.S. dollars to fund imports has been limited and sporadic. In the second quarter of 2013, the Venezuelan government introduced a new currency market known as SICAD (Supplementary System for the Administration of Foreign Currency), which is an auction market, in which only companies invited by the Venezuelan government can participate. The SICAD currency market is expected to be accessible to the Company, however the Company was not able to participate in the auctions held through December 31, 2013. CP Venezuela's difficulty in accessing U.S. dollars to support its operations has had and is expected to continue to have an adverse effect on the business. Additionally, at times, production at CP Venezuela has also been negatively impacted by labor issues within the country.

At December 31, 2013, CP Venezuela’s local currency-denominated net monetary asset position, which would be subject to remeasurement in the event of a further devaluation, was approximately $600. This amount does not include $233 of devaluation-protected bonds issued by the Venezuelan government, as these bonds provide protection against devaluations by adjusting the amount of bolivares fuerte received at maturity for any devaluation subsequent to issuance. CP Venezuela’s local currency-denominated non-monetary assets were approximately $335 at December 31, 2013 and included approximately $225 of fixed assets that could be subject to impairment if CP Venezuela continues to be unable to implement price increases to offset the impacts of continued high inflation or further devaluations, or if it does not have sufficient access to U.S. dollars to fund imports. For the year ended December 31, 2013, CP Venezuela represented approximately 4% of the Company’s consolidated Net sales and approximately 3% of the Company’s consolidated Operating profit excluding the impact of the one-time Venezuela devaluation charge and charges related to the 2012 Restructuring Program (discussed below), the competition law matter in France related to the home care and personal care sectors and costs related to the sale of land in Mexico (discussed below).

In late January 2014, the Venezuelan government made several announcements affecting currency exchange and other controls. Although the official exchange rate remains at 6.30 bolivares fuerte per dollar, the government announced that the exchange rate for foreign investments will move to the rate available on the SICAD currency market, which in the last auction was 11.70 bolivares fuerte per dollar. While there is considerable uncertainty as to the nature of transactions that will flow through SICAD and how SICAD will operate in the future, effective with the quarter ending March 31, 2014, the Company expects that the majority of CP Venezuela’s net monetary assets will be remeasured at the SICAD rate since that is the rate the Company now believes, based on the advice of legal counsel, will be applicable for future dividend remittances. In addition, because the official exchange rate remains at 6.30 bolivares fuerte per dollar, the Company currently expects that the $233 million of devaluation-protected bonds issued by the Venezuelan government and held by CP Venezuela will not revalue at the rate available on the SICAD currency market but will remain at the official rate. If the SICAD rate were to remain at 11.70

16


(Dollars in Millions Except Per Share Amounts)

during the quarter ending March 31, 2014, the Company estimates it would incur a one-time aftertax loss of approximately $180-$200, or $0.19-$0.21 per diluted common share.

Because the SICAD market is auction-based and auctions are held periodically during each quarter, the exchange rate available through SICAD may vary throughout the year which would cause additional remeasurements of CP Venezuela’s local currency-denominated net monetary assets and further impact CP Venezuela’s ongoing results.

Although, as described above, there is considerable uncertainty with respect to the implementation of the SICAD rate, the Company anticipates that there also will be ongoing impacts primarily related to the translation of the local financial statements and, to a lesser degree, the import of materials at the new exchange rate. While it is still unclear, the Company believes that some of its imports may still qualify for the official rate of 6.30 bolivares fuerte per dollar. Based on this assumption and the SICAD rate at the most recent 11.70 bolivares fuertes per dollar, the Company preliminarily estimates that the ongoing impacts during 2014 would be in the range of $0.11-$0.14 per diluted common share.

As part of the January 2014 announcements, the Venezuelan government also issued a new Law on Fair Pricing, establishing a maximum profit margin of 30%. At this time, it is unclear based on the current regulations how this new law may affect CP Venezuela and its current pricing structure and, as a result, its impact is not included in the range of estimated ongoing impacts outlined above.

The Company’s business in Venezuela, and the Company’s ability to repatriate its earnings, continue to be negatively affected by these difficult conditions and would be further negatively affected by additional devaluations or the imposition of additional or more stringent controls on foreign currency exchange, pricing, payments, profits or imports or other governmental actions or continued or increased labor unrest. The Company continues to actively manage its investment in and exposure to Venezuela.

In the fourth quarter of 2012, the Company commenced a four-year Global Growth and Efficiency Program (the “2012 Restructuring Program”) for sustained growth. The program’s initiatives are expected to help Colgate ensure continued solid worldwide growth in unit volume, organic sales and earnings per share and enhance its global leadership positions in its core businesses. Implementation of the 2012 Restructuring Program, which is expected to be substantially completed by December 31, 2016, is projected to result in cumulative pretax charges, once all phases are approved and implemented, totaling between $1,100 and $1,250 ($775 and $875 aftertax). Savings, substantially all of which are expected to increase future cash flows, are projected to be in the range of $365 to $435 pretax ($275 to $325 aftertax) annually by the fourth year of the program. In 2013 and 2012, the Company incurred aftertax costs of $278 and $70, respectively, associated with the 2012 Restructuring Program. For more information regarding the 2012 Restructuring Program, see “Restructuring and Related Implementation Charges” below.

In 2013 and 2012, the Company also incurred aftertax costs of $12 and $18, respectively, related to the sale of land in Mexico and, in 2012, the Company incurred aftertax costs of $14 associated with various business realignment and other cost-saving initiatives.

On September 13, 2011, the Company’s Mexican subsidiary entered into an agreement to sell to the United States of America the Mexico City site on which its commercial operations, technology center and soap production facility are located. The sale price is payable in three installments, with the final installment due upon the transfer of the property, which is expected to occur in 2014. The Company is re-investing these payments to relocate its soap production to a new state-of-the-art facility to be constructed at its Mission Hills, Mexico site, to relocate its commercial and technology operations within Mexico City and to prepare the existing site for transfer. As a result, the Company expects to make capital improvements and incur costs to exit the site through 2014. These exit costs are primarily related to staff leaving indemnities, accelerated depreciation and demolition to make the site building-ready.

On July 29, 2011, in connection with the Sanex acquisition (discussed below), Colgate sold its non-core laundry detergent business in Colombia to Unilever for $215 resulting in a pretax gain of $207 ($135 aftertax gain). In 2011, this gain was more than offset by pretax costs of $224 ($177 aftertax costs) associated with the implementation of various business realignment and other cost-saving initiatives, the sale of land in Mexico and a competition law matter in France related to a divested detergent business, as discussed in Part I, Item 3 Legal Proceedings and Note 13, Commitments and Contingencies to the Consolidated Financial Statements. The business realignment and other cost-saving initiatives included the integration of Sanex, the right-sizing of the Colombia business and the closing of an oral care facility in Mississauga, Canada, and a Hill’s facility in Los Angeles, California.

17


(Dollars in Millions Except Per Share Amounts)

On June 20, 2011, the Company, Colgate-Palmolive Europe Sàrl, Unilever N.V. and Unilever PLC (together with Unilever N.V., “Unilever”) finalized the Company’s acquisition from Unilever of the Sanex personal care business in accordance with a Business and Share Sale and Purchase Agreement for an aggregate purchase price of €676 ($966). The acquisition was financed with available cash, proceeds from the sale of the Company’s Euro-denominated investment portfolio and the issuance of commercial paper.

Looking forward, the Company expects global macroeconomic and market conditions to remain highly challenging. While the global marketplace in which the Company operates has always been highly competitive, the Company continues to experience heightened competitive activity in certain markets from local competitors and other large multinational companies, some of which have greater resources than the Company does. Such activities have included more aggressive product claims and marketing challenges, as well as increased promotional spending and geographic expansion. Additionally, the Company continues to experience volatile foreign currency fluctuations and high commodity costs. While the Company has taken, and will continue to take, measures to mitigate the effect of these conditions, should they persist, they could adversely affect the Company’s future results.

The Company believes it is well prepared to meet the challenges ahead due to its strong financial condition, experience operating in challenging environments and continued focus on the Company’s strategic initiatives: engaging to build our brands; innovation for growth; effectiveness and efficiency; and leading to win. This focus, together with the strength of the Company’s global brand names, its broad international presence in both mature and emerging markets and initiatives such as the 2012 Restructuring Program, should position the Company well to increase shareholder value over the long-term.


18


(Dollars in Millions Except Per Share Amounts)

Results of Operations

Net Sales

Worldwide Net sales were $17,420 in 2013, up 2.0% from 2012, as volume growth of 5.0% and net selling price increases of 1.0% were partially offset by negative foreign exchange of 4.0%. Organic sales (Net sales excluding the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure as discussed below, increased 6.0%.

Net sales in the Oral, Personal and Home Care segment were $15,209 in 2013, up 2.0% from 2012, as volume growth of 5.5% and net selling price increases of 0.5% were partially offset by negative foreign exchange of 4.0%. Organic sales in the Oral, Personal and Home Care segment increased 6.0%.

The increase in organic sales in 2013 versus 2012 was driven by an increase in Oral Care sales, with the toothpaste, manual toothbrush and mouthwash categories all contributing to growth. Personal Care and Home Care also contributed to organic sales growth due to strong sales in the bar soap category and the hand dish category, respectively.

The Companys share of the global toothpaste market was 44.8% on a year-to-date basis and its share of the global manual toothbrush market was 32.9% on a year-to-date basis. Year-to-date market shares in toothpaste were up in Europe/South Pacific, Asia and Africa/Eurasia and down in North America and Latin America versus the year ago period. In the manual toothbrush category, year-to-date market shares were up in North America, Latin America and Europe/South Pacific, and down in Asia and Africa/Eurasia versus the year ago period. For additional information regarding market shares, see “Market Share Information” below.

Net sales for Hill’s Pet Nutrition increased 2.5% in 2013 to $2,211, as volume growth of 1.5% and net selling price increases of 3.5% were partially offset by negative foreign exchange of 2.5%. Organic sales in Hill’s Pet Nutrition increased 5.0% in 2013.

Gains in the Prescription Diet, Advanced Nutrition and Naturals categories contributed to organic sales growth for Hills Pet Nutrition.

Worldwide Net sales were $17,085 in 2012, up 2.0% from 2011, as volume growth of 3.0% and net selling price increases of 3.0% were partially offset by negative foreign exchange of 4.0%. Excluding the impact of the divestment of the non-core laundry detergent business in Colombia, volume increased 3.5%. The Sanex business contributed 0.5% to worldwide Net sales and volume growth in 2012. Organic sales increased 6.0% in 2012.

19


(Dollars in Millions Except Per Share Amounts)

Gross Profit/Margin

Worldwide Gross profit increased 3% to $10,201 in 2013 from $9,932 in 2012. Gross profit in both periods included the impact of charges related to the 2012 Restructuring Program and costs related to the sale of land in Mexico. Gross profit in 2012 also included the impact of costs associated with various business realignment and other cost-saving initiatives. Excluding the items described above, Gross profit increased to $10,248 in 2013 from $9,963 in 2012, primarily due to sales growth ($195) and Gross profit margin expansion ($90).

Worldwide Gross profit margin increased to 58.6% in 2013 from 58.1% in 2012. Excluding the items described above, Gross profit margin increased by 50 basis points (bps) to 58.8% in 2013. The increase was primarily due to cost savings from the Company’s funding-the-growth initiatives (220 bps) and higher pricing (30 bps), which were partially offset by higher raw and packaging material costs (210 bps) which included foreign exchange transaction costs.

Worldwide Gross profit increased 4% to $9,932 in 2012 from $9,590 in 2011. Gross profit in both periods included the impact of costs associated with various business realignment and other cost-saving initiatives. Gross profit in 2012 also included the impact of charges related to the 2012 Restructuring Program and costs related to the sale of land in Mexico. Excluding the items described above, Gross profit increased to $9,963 in 2012 from $9,634 in 2011, primarily due to sales growth ($207) and Gross profit margin expansion ($122).

Worldwide Gross profit margin increased to 58.1% in 2012 from 57.3% in 2011. Excluding the items described above, Gross profit margin increased by 70 bps to 58.3% in 2012. The increase was primarily due to cost savings from the Company’s funding-the-growth initiatives (190 bps) and higher pricing (120 bps), which were partially offset by higher raw and packaging material costs driven by global commodity cost increases and foreign exchange transaction costs (250 bps).
 
 
2013
 
2012
 
2011
Gross profit, GAAP
 
$
10,201

 
$
9,932

 
$
9,590

2012 Restructuring Program
 
32

 
2

 

Costs related to the sale of land in Mexico
 
15

 
24

 

Business realignment and other cost-saving initiatives
 

 
5

 
44

Gross profit, non-GAAP
 
$
10,248

 
$
9,963

 
$
9,634


 
 
2013
 
2012
 
Basis Point Change
 
2011
 
Basis Point Change
Gross profit margin, GAAP
 
58.6
%
 
58.1
%
 
50
 
57.3
%
 
80
2012 Restructuring Program
 
0.2

 

 
 
 

 
 
Costs related to the sale of land in Mexico
 

 
0.2

 
 
 

 
 
Business realignment and other cost-saving initiatives
 

 

 
 
 
0.3

 
 
Gross profit margin, non-GAAP
 
58.8
%
 
58.3
%
 
50
 
57.6
%
 
70


20


(Dollars in Millions Except Per Share Amounts)

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 5% to $6,223 in 2013 from $5,930 in 2012. Selling, general and administrative expenses in both periods included the impact of charges associated with the 2012 Restructuring Program. Selling, general and administrative expenses in 2012 also included costs associated with various business realignment and other cost-saving initiatives. Excluding these items, Selling, general and administrative expenses increased to $6,086 in 2013 from $5,910 in 2012, reflecting increased advertising investment of $99 and higher overhead expenses of $77.

Selling, general and administrative expenses as a percentage of Net sales increased to 35.7% in 2013 from 34.7% in 2012. Excluding the items described above, Selling, general and administrative expenses as a percentage of Net sales were 34.9%, an increase of 30 bps as compared to 2012. This increase in 2013 was driven by increased advertising investment (40 bps) as a percentage of Net sales. In 2013, advertising investment increased 5.5% to $1,891 as compared with $1,792 in 2012 and increased as a percentage of Net sales to 10.9% from 10.5% in 2012.

Selling, general and administrative expenses increased 3% to $5,930 in 2012 from $5,758 in 2011. Selling, general and administrative expenses in both periods included the impact of charges associated with various business realignment and other cost-saving initiatives. Selling, general and administrative expenses in 2012 also included charges related to the 2012 Restructuring Program. Excluding these items, Selling, general and administrative expenses increased to $5,910 in 2012 from $5,748 in 2011, reflecting higher overhead expenses of $104 and increased advertising investment of $58.

Selling, general and administrative expenses as a percentage of Net sales increased to 34.7% in 2012 from 34.4% in 2011. Excluding the items described above, Selling, general and administrative expenses as a percentage of Net sales were 34.6%, an increase of 30 bps as compared to 2011. The 30 bps increase in 2012 was a result of higher overhead expenses (20 bps) and increased advertising investment (10 bps), both as a percentage of Net sales. In 2012, advertising increased 3.3% to $1,792 as compared with $1,734 in 2011 and increased as a percentage of Net sales to 10.5% from 10.4% in 2011.

 
 
2013
 
2012
 
2011
Selling, general and administrative expenses, GAAP
 
$
6,223

 
$
5,930

 
$
5,758

2012 Restructuring Program
 
(137
)
 
(6
)
 

Business realignment and other cost-saving initiatives
 

 
(14
)
 
(10
)
Selling, general and administrative expenses, non-GAAP
 
$
6,086

 
$
5,910

 
$
5,748


 
 
2013
 
2012
 
Basis Point Change
 
2011
 
Basis Point Change
Selling, general and administrative expenses as a percentage of Net sales, GAAP
 
35.7
 %
 
34.7
 %
 
100
 
34.4
 %
 
30
2012 Restructuring Program
 
(0.8
)
 

 
 
 

 
 
Business realignment and other cost-saving initiatives
 

 
(0.1
)
 
 
 
(0.1
)
 
 
Selling, general and administrative expenses as a percentage of Net sales, non-GAAP
 
34.9
 %
 
34.6
 %
 
30
 
34.3
 %
 
30



21


(Dollars in Millions Except Per Share Amounts)

Other (Income) Expense, Net

Other (income) expense, net was $422, $113 and ($9) in 2013, 2012 and 2011, respectively. The components of Other (income) expense, net are presented below:
Other (income) expense, net
 
2013
 
2012
 
2011
Amortization of intangible assets
 
$
32

 
$
31

 
$
28

2012 Restructuring Program
 
202

 
81

 

Venezuela devaluation charge
 
172

 

 

Charges for French competition law matters
 
23

 

 
21

Costs related to the sale of land in Mexico
 
3

 

 
13

Business realignment and other cost-saving initiatives
 

 
2

 
136

Gain on sales of non-core product lines
 

 

 
(207
)
Sanex acquisition transaction costs
 

 

 
12

Equity (income)
 
(5
)
 
(7
)
 
(6
)
Other, net
 
(5
)
 
6

 
(6
)
Total Other (income) expense, net
 
$
422

 
$
113

 
$
(9
)

Other (income) expense, net was $422 in 2013 as compared to $113 in 2012. In 2013, Other (income) expense, net included costs associated with the 2012 Restructuring Program, a one-time charge for the impact of the devaluation in Venezuela, a charge for a competition law matter in France related to the home care and personal care sectors and costs related to the sale of land in Mexico. In 2012, Other (income) expense, net included costs associated with the 2012 Restructuring Program and costs associated with various business realignment and other cost-saving initiatives.

Other (income) expense, net was $113 in 2012 as compared to ($9) in 2011. In 2011, Other (income) expense, net included costs associated with various business realignment and other cost-saving initiatives, costs related to the sale of land in Mexico, the gain on the sale of the non-core laundry detergent business in Colombia and a charge for a competition law matter in France related to a divested detergent business. In 2011, Other (income) expense, net also included $12 in transaction costs related to the Sanex acquisition in 2011.

Excluding these items in all years, as applicable, Other (income) expense, net was $22 in 2013, $30 in 2012 and $28 in 2011.
 
 
2013
 
2012
 
2011
Other (income) expense, net, GAAP
 
$
422

 
$
113

 
$
(9
)
2012 Restructuring Program
 
(202
)
 
(81
)
 

Venezuela devaluation charge
 
(172
)
 

 

Charges for French competition law matters
 
(23
)
 

 
(21
)
Costs related to the sale of land in Mexico
 
(3
)
 

 
(13
)
Business realignment and other cost-saving initiatives
 

 
(2
)
 
(136
)
Gain on sales of non-core product lines
 

 

 
207

Other (income) expense, net, non-GAAP
 
$
22

 
$
30

 
$
28



22


(Dollars in Millions Except Per Share Amounts)

Operating Profit

In 2013, Operating profit decreased 9% to $3,556 from $3,889 in 2012. In 2012, Operating profit increased 1% to $3,889 from $3,841 in 2011.

In 2013 and 2012, Operating profit included the impact of costs associated with the 2012 Restructuring Program. In 2013, 2012 and 2011, Operating profit included the impact of costs related to the sale of land in Mexico. In 2013, Operating profit also included a one-time charge for the impact of the devaluation in Venezuela and a charge for a competition law matter in France related to the home care and personal care sectors. In 2012 and 2011, Operating profit also included the impact of costs associated with various business realignment and other cost-saving initiatives. In 2011, Operating profit also included the gain on the sale of the non-core laundry detergent business in Colombia and a charge for a competition law matter in France related to a divested detergent business. Excluding these items in all years, as applicable, Operating profit increased 3% in 2013 and 4% in 2012, primarily due to sales growth and higher Gross profit margin.

Operating profit margin was 20.4% in 2013, compared with 22.8% in 2012 and 23.0% in 2011. Excluding the items described above, Operating profit margin increased 30 bps to 23.8% in 2013 compared to 23.5% in 2012. This increase is mainly due to an increase in Gross profit (50 bps), partially offset by an increase in Selling, general and administrative expenses (30 bps), both as a percentage of Net sales.

Excluding the items described above, Operating profit margin increased 40 bps in 2012 compared to 2011, primarily due to an increase in Gross profit (70 bps), partially offset by an increase in Selling, general and administrative expenses (30 bps), both as a percentage of Net sales.

 
 
2013
 
2012
 
% Change
 
2011
 
% Change
Operating profit, GAAP
 
$
3,556

 
$
3,889

 
(9
)%
 
$
3,841

 
1
%
2012 Restructuring Program
 
371

 
89

 
 
 

 
 
Venezuela devaluation charge
 
172

 

 
 
 

 
 
Charges for French competition law matters
 
23

 

 
 
 
21

 
 
Costs related to the sale of land in Mexico
 
18

 
24

 
 
 
13

 
 
Business realignment and other cost-saving initiatives
 

 
21

 
 
 
190

 
 
Gain on sales of non-core product lines
 

 

 
 
 
(207
)
 
 
Operating profit, non-GAAP
 
$
4,140

 
$
4,023

 
3
 %
 
$
3,858

 
4
%


 
 
2013
 
2012
 
Basis Point Change
 
2011
 
Basis Point Change
Operating profit margin, GAAP
 
20.4
%
 
22.8
%
 
(240
)
 
23.0
 %
 
(20
)
2012 Restructuring Program
 
2.2

 
0.5

 
 
 

 
 
Venezuela devaluation charge
 
1.0

 

 
 
 

 
 
Charges for French competition law matters
 
0.1

 

 
 
 
0.1

 
 
Costs related to the sale of land in Mexico
 
0.1

 
0.1

 
 
 
0.1

 
 
Business realignment and other cost-saving initiatives
 

 
0.1

 
 
 
1.1

 
 
Gain on sales of non-core product lines
 

 

 
 
 
(1.2
)
 
 
Operating profit margin, non-GAAP
 
23.8
%
 
23.5
%
 
30

 
23.1
 %
 
40





23


(Dollars in Millions Except Per Share Amounts)

Interest (Income) Expense, Net

Interest (income) expense, net was ($9) in 2013, compared with $15 in 2012 and $52 in 2011. The decrease in Interest (income) expense, net from 2012 to 2013 and from 2011 to 2012 was primarily due to an increase in interest income on investments held outside of the U.S., partially offset by an increase in interest expense due to higher debt balances.  

Income Taxes

The effective income tax rate was 32.4% in 2013, 32.1% in 2012 and 32.6% in 2011.  As reflected in the table below, the non-GAAP effective income tax rate was 31.7% in 2013 and 31.8% in 2012 and 2011.
 
 
2013
 
2012
 
2011
Effective income tax rate, GAAP
 
32.4
 %
 
32.1
 %
 
32.6
 %
2012 Restructuring Program
 
(0.7
)
 
(0.3
)
 

Venezuela devaluation charge
 
0.2

 

 

Charges for French competition law matters
 
(0.2
)
 

 
(0.2
)
Costs related to the sale of land in Mexico
 

 

 

Business realignment and other cost-saving initiatives
 

 

 
(0.5
)
Gain on sales of non-core product lines
 

 

 
(0.1
)
Effective income tax rate, non-GAAP
 
31.7
 %
 
31.8
 %
 
31.8
 %

The effective income tax rate in all years benefited from global tax planning initiatives.

Net Income attributable to Colgate-Palmolive Company

Net income attributable to Colgate-Palmolive Company was $2,241, or $2.38 per share on a diluted basis, in 2013 compared to $2,472, or $2.57 per share on a diluted basis, in 2012 and $2,431, or $2.47 per share on a diluted basis, in 2011. In 2013 and 2012, Net income attributable to Colgate-Palmolive Company included aftertax charges related to the 2012 Restructuring Program. In 2013, 2012 and 2011, Net income attributable to Colgate-Palmolive Company included aftertax costs related to the sale of land in Mexico. In 2013, Net income attributable to Colgate-Palmolive Company also included a one-time aftertax charge for the impact of the devaluation in Venezuela and a charge for a competition law matter in France related to the home care and personal care sectors. In 2012 and 2011, Net income attributable to Colgate-Palmolive Company also included aftertax costs associated with various business realignment and other cost-saving initiatives. In 2011, Net income attributable to Colgate-Palmolive Company also included an aftertax gain on the sale of the non-core laundry detergent business in Colombia and aftertax costs associated with a competition law matter in France related to a divested detergent business.

Excluding the items described above in all applicable years, Net income attributable to Colgate-Palmolive Company increased 4% to $2,665 in 2013 and Earnings per common share, diluted increased 6% to $2.84. Net income attributable to Colgate-Palmolive Company increased to $2,574 in 2012, as compared to $2,473 in 2011, and Earnings per common share, diluted increased 7% to $2.68 in 2012.
 
 
2013
 
2012
 
% Change
 
2011
 
% Change
Net income attributable to Colgate-Palmolive Company, GAAP
 
$
2,241

 
$
2,472

 
(9
)%
 
$
2,431

 
2
%
2012 Restructuring Program
 
278

 
70

 
 
 

 
 
Venezuela devaluation charge
 
111

 

 
 
 

 
 
Charges for French competition law matters
 
23

 

 
 
 
21

 
 
Costs related to the sale of land in Mexico
 
12

 
18

 
 
 
9

 
 
Business realignment and other cost-saving initiatives
 

 
14

 
 
 
147

 
 
Gain on sales of non-core product lines
 

 

 
 
 
(135
)
 
 
Net income attributable to Colgate-Palmolive Company, non-GAAP
 
$
2,665

 
$
2,574

 
4
 %
 
$
2,473

 
4
%


24


(Dollars in Millions Except Per Share Amounts)

 
 
2013
 
2012
 
% Change
 
2011
 
% Change
Earnings per common share, diluted, GAAP
 
$
2.38

 
$
2.57

 
(7
)%
 
$
2.47

 
4
%
2012 Restructuring Program
 
0.30

 
0.07

 
 
 

 
 
Venezuela devaluation charge
 
0.12

 

 
 
 

 
 
Charges for French competition law matters
 
0.03

 

 
 
 
0.02

 
 
Costs related to the sale of land in Mexico
 
0.01

 
0.02

 
 
 
0.01

 
 
Business realignment and other cost-saving initiatives
 

 
0.02

 
 
 
0.15

 
 
Gain on sales of non-core product lines
 

 

 
 
 
(0.14
)
 
 
Earnings per common share, diluted, non-GAAP
 
$
2.84

 
$
2.68

 
6
 %
 
$
2.51

 
7
%

Segment Results

The Company markets its products in over 200 countries and territories throughout the world in two distinct product segments: Oral, Personal and Home Care; and Pet Nutrition.  The Company evaluates segment performance based on several factors, including Operating profit. The Company uses Operating profit as a measure of the operating segment performance because it excludes the impact of corporate-driven decisions related to interest expense and income taxes.

Oral, Personal and Home Care

Effective January 1, 2013, the Company realigned the geographic structure of its North America and Latin America reportable operating segments. In order to better leverage Latin America managements knowledge of emerging market consumers to accelerate growth in the region, management responsibility for the Puerto Rico and CARICOM operations was transferred from North America to Latin America management. Accordingly, commencing with the Companys financial reporting for the quarter ended March 31, 2013, the results of the Puerto Rico and CARICOM operations, which represent less than 1% of the Companys global business are reported in the Latin America reportable operating segment. Previously, Puerto Rico and CARICOM represented approximately 4% of Net sales of North America and now represent approximately 3% of Net sales of Latin America.

In addition, given the growing importance of the Companys operations in emerging markets, effective with the quarter ended September 30 2013, the Company began to separately report financial information for its Asia and Africa/Eurasia operating segments. Previously, the financial information for these operating segments was aggregated into the Greater Asia/Africa reportable operating segment.

The Company has recast its historical geographic segment information to conform to the new reporting structure which results in modification to the geographic components of the Oral, Personal and Home Care segment, with no impact on historical Company results overall.
    
North America
 
2013
 
2012
 
% Change
 
2011
 
% Change
Net sales
$
3,072

 
$
2,971

 
3.5

%
 
$
2,878

 
3.5

%
Operating profit
$
927

 
$
810

 
14

%
 
$
768

 
5

%
% of Net sales
30.2
%
 
27.3
%
 
290

bps
 
26.7
%
 
60

bps

Net sales in North America increased 3.5% in 2013 to $3,072, driven by volume growth of 3.5%, while net selling prices and foreign exchange were flat. Organic sales in North America increased 3.5% in 2013.

The increase in organic sales in North America in 2013 versus 2012 was driven by an increase in Oral Care sales with the toothpaste, manual toothbrush and mouthwash categories all contributing to growth. Home Care sales also contributed to organic sales growth due to strong sales in the hand dish and fabric softener categories.


25


(Dollars in Millions Except Per Share Amounts)

Net sales in North America increased 3.5% in 2012 to $2,971, driven by volume growth of 2.0% and net selling price increases of 1.5%. Organic sales in North America increased 3.5% in 2012.

Operating profit in North America increased 14% in 2013 to $927, or 290 bps to 30.2% of Net sales. This increase in Operating profit as a percentage of Net sales was primarily due to an increase in Gross profit (230 bps) and a decrease in Selling, general and administrative expenses (40 bps), both as a percentage of Net sales. This increase in Gross profit was mainly driven by cost savings from the Company’s funding-the-growth initiatives (200 bps). This decrease in Selling, general and administrative expenses was due to lower overhead costs (70 bps), which were partially offset by increased advertising investment (30 bps).

Operating profit in North America increased 5% in 2012 to $810, or 60 bps to 27.3% of Net sales. This increase in Operating profit as a percentage of Net sales was driven by an increase in Gross profit, which was partially offset by an increase in Selling, general and administrative expenses, both as a percentage of Net sales. This increase in Gross profit was driven by higher pricing and cost savings from the Company’s funding-the-growth initiatives, which were partially offset by higher raw and packaging material costs. This increase in Selling, general and administrative expenses was due to increased advertising investment.

Latin America
 
2013
 
2012
 
% Change
 
2011
 
% Change
Net sales
$
5,012

 
$
5,032

 
(0.5
)
%
 
$
4,895

 
3.0

%
Operating profit
$
1,385

 
$
1,454

 
(5
)
%
 
$
1,437

 
1

%
% of Net sales
27.6
%
 
28.9
%
 
(130
)
bps
 
29.4
%
 
(50
)
bps

Net sales in Latin America decreased 0.5% in 2013 to $5,012, as volume growth of 5.5% and net selling price increases of 3.5% were more than offset by negative foreign exchange of 9.5%. Organic sales in Latin America increased 9.5% in 2013. Volume gains were led by Brazil, Venezuela, Mexico and Central America.
 
The increase in organic sales in Latin America in 2013 versus 2012 was driven by an increase in Oral Care sales, with the toothpaste, manual toothbrush and mouthwash categories all contributing to growth. Personal Care also contributed to organic sales growth with gains in the bar soap category. Strong sales in the hand dish and fabric softener categories contributed to organic sales growth in Home Care.

Net sales in Latin America increased 3.0% in 2012 to $5,032, driven by volume growth of 2.5% and net selling price increases of 6.5%, which were largely offset by negative foreign exchange of 6.0%. Organic sales in Latin America increased 10.5% in 2012. Excluding the impact of the divested non-core laundry detergent business in Colombia, volume increased 4.0% in 2012.

Operating profit in Latin America decreased 5% in 2013 to $1,385, or 130 bps to 27.6% of Net sales. This decrease in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (110 bps) and an increase in Selling, general and administrative expenses (10 bps), both as a percentage of Net sales. This decrease in Gross profit was due to higher costs (490 bps), primarily in Venezuela, which were partially offset by cost savings from the Company’s funding-the-growth initiatives (260 bps) and benefits of pricing as noted above. This increase in Selling, general and administrative expenses was driven by increased advertising investment (10 bps).

While Operating profit in Latin America increased 1% in 2012 to $1,454, it decreased 50 bps as a percentage of Net sales to 28.9%. This decrease in Operating profit as a percentage of Net sales was due to an increase in Selling, general and administrative expenses and Other (income) expense, net, which were partially offset by an increase in Gross profit, all as a percentage of Net sales. This increase in Gross profit was driven by higher pricing and cost savings from the Company’s funding-the-growth initiatives, partially offset by higher raw and packaging material costs, negative foreign exchange transaction costs and costs associated with the difficult economic and labor environment in Venezuela, which likewise impacted unit volume in that country. This increase in Selling, general and administrative expenses and Other (income) expense, net was primarily due to inflation and foreign exchange.

26


(Dollars in Millions Except Per Share Amounts)

Europe/South Pacific
 
2013
 
2012
 
% Change
 
2011
 
% Change
Net sales
$
3,396

 
$
3,417

 
(0.5
)
%
 
$
3,508

 
(2.5
)
%
Operating profit
$
805

 
$
747

 
8

%
 
$
715

 
4

%
% of Net sales
23.7
%
 
21.9
%
 
180

bps
 
20.4
%
 
150

bps

Net sales in Europe/South Pacific decreased 0.5% in 2013 to $3,396, as volume growth of 1.5% and positive foreign exchange of 0.5% were more than offset by net selling price decreases of 2.5%. Organic sales in Europe/South Pacific decreased by 0.5% in 2013. Volume gains in Australia and the United Kingdom were partially offset by volume declines in Greece and France.

Organic sales in Europe/South Pacific decreased in 2013 versus 2012 as higher Oral Care sales were more than offset by declines in Personal Care and Home Care sales. The toothpaste, manual toothbrush and mouthwash categories all contributed to the increase in Oral Care sales. Declines in sales in the shower gel and underarm protection categories contributed to the decrease in Personal Care sales. The decrease in Home Care sales was due to sales declines in the hand dish and the liquid cleaners categories.

Net sales in Europe/South Pacific decreased 2.5% in 2012 to $3,417, as volume growth of 4.0% was more than offset by negative foreign exchange of 5.0% and net selling price decreases of 1.5%. The Sanex business contributed 3.0% to Europe/South Pacific sales and volume growth in 2012. Organic sales in Europe/South Pacific decreased by 0.5% in 2012.

Operating profit in Europe/South Pacific increased 8% in 2013 to $805, or 180 bps to 23.7% of Net sales. The increase in Operating profit was due to an increase in Gross profit (200 bps), which was partially offset by an increase in Selling, general and administrative expenses (10 bps), both as a percentage of Net sales. This increase in Gross profit was driven by cost savings from the Companys funding-the-growth initiatives (220 bps), which were partially offset by lower pricing as noted above. This increase in Selling, general and administrative expenses was primarily driven by increased advertising investment (90 bps), which was partially offset by lower overhead expenses (80 bps).

Operating profit in Europe/South Pacific increased 4% in 2012 to $747, or 150 bps to 21.9% of Net sales. The increase in Operating profit was due to an increase in Gross profit and a decrease in Selling, general and administrative expenses, both as a percentage of Net sales. This increase in Gross profit was driven by savings from the Companys funding-the-growth initiatives, which were partially offset by lower pricing and higher raw and packaging material costs. This decrease in Selling, general and administrative expenses was primarily driven by lower overhead expenses, which were partially offset by increased advertising investment.


27


(Dollars in Millions Except Per Share Amounts)

Asia
 
2013
 
2012
 
% Change
 
2011
 
% Change
Net sales
$
2,472

 
$
2,264

 
9.0

%
 
$
2,074

 
9.0

%
Operating profit
$
698

 
$
619

 
13

%
 
$
565

 
10

%
% of Net sales
28.2
%
 
27.3
%
 
90

bps
 
27.2
%
 
10

bps

Net sales in Asia increased 9.0% in 2013 to $2,472, driven by volume growth of 10.5% as net selling prices were flat and foreign exchange was negative 1.5%. Organic sales in Asia grew 10.5% in 2013. Volume gains were led by the Greater China region, India, Thailand and the Philippines.
 
The increase in organic sales in 2013 versus 2012 was driven by an increase in Oral Care sales with the toothpaste and manual toothbrush categories contributing to growth. Personal Care sales also contributed to organic sales growth with gains in the shampoo category.

Net sales in Asia increased 9.0% in 2012 to $2,264, driven by volume growth of 7.5% and net selling price increases of 4.5%, which were partially offset by negative foreign exchange of 3.0%. Organic sales in Asia grew 12.0% in 2012.

Operating profit in Asia increased 13% in 2013 to $698, or 90 bps to 28.2% of Net sales. This increase in Operating profit was due to an increase in Gross profit (140 bps), which was partially offset by an increase in Selling, general and administrative expenses (50 bps), both as a percentage of Net sales. This increase in Gross profit was due to cost savings from the Companys funding-the-growth initiatives (220 bps), partially offset by higher raw and packaging material costs (90 bps), which included foreign exchange transaction costs. This increase in Selling, general and administrative expenses was driven by increased advertising investment (50 bps).

Operating profit in Asia increased 10% in 2012 to $619, or 10 bps to 27.3% of Net sales. This increase in Operating profit was due to an increase in Gross profit, which was partially offset by an increase in Selling, general and administrative expenses, both as a percentage of Net sales. This increase in Gross profit was mainly driven by cost savings from the Companys funding-the-growth initiatives and the benefits of pricing as noted above, partially offset by higher raw and packaging material costs. This increase in Selling, general and administrative expenses was driven by increased investment in customer development initiatives and increased advertising investment.

Africa/Eurasia
 
2013
 
2012
 
% Change
 
2011
 
% Change
Net sales
$
1,257

 
$
1,241

 
1.5

%
 
$
1,207

 
3.0

%
Operating profit
$
268

 
$
267

 

%
 
$
242

 
10

%
% of Net sales
21.3
%
 
21.5
%
 
(20
)
bps
 
20.0
%
 
150

bps

Net sales in Africa/Eurasia increased 1.5% in 2013 to $1,257, driven by volume growth of 8.0%, which was partially offset by net selling price decreases of 1.0% and negative foreign exchange of 5.5%. Organic sales in Africa/Eurasia grew 7.0% in 2013. Volume gains were led by Turkey, Russia, the Sub Saharan Africa region and the Central Asia/Caucasus region.
 
The increase in organic sales in 2013 versus 2012 was driven by an increase in Oral Care sales due to strong sales in the toothpaste and manual toothbrush categories. Personal Care sales also contributed to organic sales growth with gains in the shower gel category.

Net sales in Africa/Eurasia increased 3.0% in 2012 to $1,241, driven by volume growth of 7.0% and net selling price increases of 3.0%, which were partially offset by negative foreign exchange of 7.0%. The Sanex business contributed 1.0% to Africa/Eurasia sales and volume growth in 2012. Organic sales in Africa/Eurasia grew 9.0% in 2012.

28


(Dollars in Millions Except Per Share Amounts)

While Operating profit in Africa/Eurasia was flat in 2013 at $268, it decreased 20 bps as a percentage of Net sales to 21.3%. This decrease in Operating profit as a percentage of Net sales was due to increases in Selling, general and administrative expenses (110 bps) and Other (income) expense, net (30 bps), which were partially offset by an increase in Gross profit (120 bps), all as a percentage of Net sales. This increase in Gross profit was mainly driven by cost savings from the Companys funding-the-growth initiatives (110 bps), which were partially offset by lower pricing as noted above. This increase in Selling, general and administrative expenses was driven by higher overhead expenses (70 bps) and increased advertising investment (40 bps).

Operating profit in Africa/Eurasia increased 10% in 2012 to $267, or 150 bps to 21.5% of Net sales. This increase in Operating profit was due to an increase in Gross profit and a decrease in Selling, general and administrative expenses, both as a percentage of Net sales. This increase in Gross profit was mainly driven by cost savings from the Companys funding-the-growth initiatives and the benefits of pricing as noted above, partially offset by higher raw and packaging material costs, which included foreign exchange transaction costs. This decrease in Selling, general and administrative expenses was driven by decreased advertising investment, which were partially offset by higher overhead expenses.

Hills Pet Nutrition
 
2013
 
2012
 
% Change
 
2011
 
% Change
Net sales
$
2,211

 
$
2,160

 
2.5

%
 
$
2,172

 
(0.5
)
%
Operating profit
$
563

 
$
589

 
(4
)
%
 
$
560

 
5

%
% of Net sales
25.5
%
 
27.3
%
 
(180
)
bps
 
25.8
%
 
150

bps

Net sales for Hill’s Pet Nutrition increased 2.5% in 2013 to $2,211, driven by volume growth of 1.5% and net selling price increases of 3.5%, which were partially offset by negative foreign exchange of 2.5%. Organic sales in Hill’s Pet Nutrition increased 5.0% in 2013. Volume gains were led by the United States and Russia and were partially offset by volume declines in Japan. The volume declines in Japan were attributable to a continued contraction in the market as well as heightened competition.

The increase in organic sales in 2013 versus 2012 was driven by continued growth in the Prescription Diet category. The Advanced Nutrition and the Naturals categories also contributed to organic sales growth.

Net sales for Hill’s Pet Nutrition decreased 0.5% in 2012 to $2,160, as a volume decline of 2.5% and negative foreign exchange of 2.0% were partially offset by net selling price increases of 4.0%. Organic sales in Hill’s Pet Nutrition increased 1.5% in 2012.

Operating profit in Hill’s Pet Nutrition decreased 4% in 2013 to $563, or 180 bps to 25.5% of Net sales. This decrease in Operating profit as a percentage of Net sales was due to a decrease in Gross profit (190 bps) and an increase in Selling, general and administrative expenses (20 bps), both as a percentage of Net sales. This decrease in Gross profit was primarily driven by higher raw and packaging material costs (470 bps), due in part to formulation changes and foreign exchange transaction costs, which were partially offset by cost savings from the Companys funding-the-growth initiatives (200 bps) and the benefits of pricing as noted above. This increase in Selling, general and administrative expenses was primarily due to increased investment in customer development initiatives (20 bps) and increased advertising investment (10 bps).

Operating profit in Hill’s Pet Nutrition increased 5% in 2012 to $589, or 150 bps to 27.3% of Net sales. This increase in Operating profit as a percentage of Net sales was due to an increase in Gross profit, which was partially offset by an increase in Selling, general and administrative expenses, both as a percentage of Net sales. This increase in Gross profit was driven by higher pricing and cost savings from the Companys funding-the-growth initiatives, which were partially offset by higher raw and packaging material costs. This increase in Selling, general and administrative expenses was primarily due to increased advertising investment.


29


(Dollars in Millions Except Per Share Amounts)

Corporate
 
2013
 
2012
 
% Change
 
2011
 
% Change
Operating profit (loss)
$
(1,090
)
 
$
(597
)
 
83
%
 
$
(446
)
 
34
%

Corporate operations include Corporate overhead costs, research and development costs, stock-based compensation expense related to stock options and restricted stock unit awards, restructuring and related implementation costs and gains and losses on sales of non-core product lines. The components of Operating profit (loss) for the Corporate segment are presented as follows:
 
 
2013
 
2012
 
2011
2012 Restructuring Program
 
$
(371
)
 
$
(89
)
 
$

Venezuela devaluation charge
 
(172
)
 

 

Charges for French competition law matters
 
(23
)
 

 
(21
)
Costs related to the sale of land in Mexico
 
(18
)
 
(24
)
 
(13
)
Business realignment and other cost-saving initiatives
 

 
(21
)
 
(190
)
Gain on sales of non-core product lines
 

 

 
207

Sanex acquisition transaction costs
 

 

 
(12
)
Corporate overhead costs and other, net
 
(506
)
 
(463
)
 
(417
)
Total Corporate Operating profit (loss)
 
$
(1,090
)
 
$
(597
)
 
$
(446
)


Restructuring and Related Implementation Charges

2012 Restructuring Program

In the fourth quarter of 2012, the Company commenced a four-year Global Growth and Efficiency Program (the 2012 Restructuring Program) for sustained growth. The program’s initiatives are expected to help Colgate ensure continued solid worldwide growth in unit volume, organic sales and earnings per share and enhance its global leadership positions in its core businesses.

The 2012 Restructuring Program is expected to produce significant benefits in the Companys long-term business performance. The major objectives of the program include:

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 Companys 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 Companys gross and operating profit.
Building on Colgates current position of strength to enhance its leading market share positions worldwide and ensure sustained sales and earnings growth.

Implementation of the 2012 Restructuring Program is projected to result in cumulative pretax charges, once all phases are approved and implemented, totaling between $1,100 and $1,250 ($775 and $875 aftertax), which are currently estimated to be comprised of the following categories: Employee-Related Costs, including severance, pension and other termination benefits (50%); asset-related costs, primarily Incremental Depreciation and Asset Impairments (15%); and Other charges, which include contract termination costs, consisting primarily of implementation-related charges resulting directly from exit activities (20%) and the implementation of new strategies (15%). Anticipated pretax charges for 2014 are expected to amount to approximately $275 to $325 ($200 to $230 aftertax). Over the course of the 2012 Restructuring Program, it is estimated that approximately 75% of the charges will result in cash expenditures.

It is expected that the cumulative pretax charges, once all projects are approved and implemented, will relate to initiatives undertaken in North America (15%), Europe/South Pacific (20%), Latin America (5%), Asia (5%), Africa/Eurasia

30


(Dollars in Millions Except Per Share Amounts)

(5%), Hill’s Pet Nutrition (10%) and Corporate (40%), which includes substantially all of the costs related to the implementation of new strategies, noted above, on a global basis. It is expected that by the end of 2016, the 2012 Restructuring Program will reduce the Company’s global employee workforce by approximately 6% from the 2012 level of approximately 38,000.

Savings, substantially all of which are expected to increase future cash flows, are projected to be in the range of $365 to $435 pretax ($275 to $325 aftertax) annually by the fourth year of the program. Savings in 2014 should approximate $105 to $125 ($90 to $110 aftertax).

Initiatives under the program are focused on the following three areas:
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 Companys 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.

For the years ended December 31, 2013 and 2012, restructuring and implementation-related charges are reflected in the Consolidated Statements of Income as follows:  
 
 
2013
 
2012
Cost of sales
 
$
32

 
$
2

Selling, general and administrative expenses
 
137

 
6

Other (income) expense, net
 
202

 
81

Total 2012 Restructuring Program charges, pretax
 
$
371

 
$
89

 
 
 
 
 
Total 2012 Restructuring Program charges, aftertax
 
$
278

 
$
70


Restructuring and related implementation charges in the preceding table are recorded in the Corporate segment as these initiatives are predominantly centrally directed and controlled and are not included in internal measures of segment operating performance. Total charges for the 2012 Restructuring Program for the year ended December 31, 2013 relate to initiatives undertaken in North America (11%), Europe/South Pacific (28%), Latin America (4%), Africa/Eurasia (7%), Hill’s Pet Nutrition (8%) and Corporate (42%). Total charges for the 2012 Restructuring Program for the year ended December 31, 2012 relate to initiatives undertaken in North America (2%), Europe/South Pacific (55%), Africa/Eurasia (2%), Hill’s Pet Nutrition (3%) and Corporate (38%). Total program-to-date accumulated charges for the 2012 Restructuring Program relate to initiatives undertaken in North America (10%), Europe/South Pacific (33%), Latin America (3%), Africa/Eurasia (6%), Hills Pet Nutrition (7%) and Corporate (41%).

Since the inception of the 2012 Restructuring Program in the fourth quarter of 2012, the Company has incurred pretax cumulative charges of $460 ($348 aftertax) in connection with the implementation of various projects as follows:
 
Cumulative Charges
 
as of December 31, 2013
Employee-Related Costs
$
222

Incremental Depreciation
26

Asset Impairments
1

Other
211

Total
$
460



31


(Dollars in Millions Except Per Share Amounts)

The majority of costs incurred since inception relate to the following projects: restructuring how the Company provides retirement benefits to its U.S.-based employees by shifting them from the Companys defined benefit retirement plans to the Companys defined contribution plan; the closing of the Morristown, New Jersey personal care facility; the simplification and streamlining of the Companys research and development capabilities and oral care supply chain, both in Europe; other exit costs related to office consolidation; and the restructuring of certain commercial operations in advance of implementing an overall hubbing strategy.

The following table summarizes the activity for the restructuring and implementation-related charges discussed above and the related accruals:

 
 
Employee-Related
Costs
 
 
Incremental
Depreciation
 
 
Asset
Impairments 
 
 
Other 
 
 
Total 
 
Balance at January 1, 2012
 
$

 
$

 
$

 
$

 
$

Charges
 
78

 

 

 
11

 
89

Cash payments
 
(1
)
 

 

 
(4
)
 
(5
)
Charges against assets
 

 

 

 

 

Foreign exchange
 
7

 

 

 
(2
)
 
5

Balance at December 31, 2012
 
$
84

 
$

 
$

 
$
5

 
$
89

Charges
 
144

 
26

 
1

 
200

 
371

Cash payments
 
(97
)
 

 

 
(72
)
 
(169
)
Charges against assets
 
(17
)
 
(26
)
 
(1
)
 

 
(44
)
Foreign exchange
 
2

 

 

 

 
2

Other
 

 

 

 
(91
)
 
(91
)
Balance at December 31, 2013
 
$
116

 
$

 
$

 
$
42

 
$
158


Employee-related costs primarily include severance and other termination benefits and are calculated based on long-standing benefit practices, local statutory requirements and, in certain cases, voluntary termination arrangements. Employee-related costs also include pension and other retiree benefit enhancements amounting to $17 for the year ended December 31, 2013 which are reflected as Charges against assets within Employee-related costs in the preceding tables, as the corresponding balance sheet amounts are reflected as a reduction of pension assets or an increase in pension and other retiree benefit liabilities (see Note 10, Retirement Plans and Other Retiree Benefits).

Incremental depreciation is recorded to reflect changes in useful lives and estimated residual values for long-lived assets that will be taken out of service prior to the end of their normal service period. Asset impairments are recorded to write down assets held for sale or disposal to their fair value based on amounts expected to be realized. Charges against assets within Asset impairments are net of cash proceeds pertaining to the sale of certain assets.

Other charges consist primarily of charges resulting directly from exit activities and the implementation of new strategies as a result of the 2012 Restructuring Program. These charges for the years ended December 31, 2013 and 2012 included third-party incremental costs related to the development and implementation of new business and strategic initiatives of $50 and $8, respectively, and contract termination costs and charges resulting directly from exit activities of $34 and $3, respectively, directly related to the 2012 Restructuring Program. These charges were expensed as incurred. Also included in Other charges for the year ended December 31, 2013 are other exit costs of $25 related to office space consolidation and a curtailment charge of $91 related to changes to the Companys U.S. defined benefit retirement plans (see Note 10, Retirement Plans and Other Retiree Benefits).

Non-GAAP Financial Measures

This Annual Report on Form 10-K discusses organic sales growth (Net sales growth excluding the impact of foreign exchange, acquisitions and divestments) (non-GAAP). Management believes this measure provides investors with useful supplemental information regarding the Company’s underlying sales trends by presenting sales growth excluding the external factor of foreign exchange, as well as the impact of acquisitions and divestments. A reconciliation of organic sales growth to Net sales growth for the years ended December 31, 2013 and 2012 is provided below.

32


(Dollars in Millions Except Per Share Amounts)

Worldwide Gross profit, Gross profit margin, Selling, general and administrative expenses, Selling, general and administrative expenses as a percentage of Net sales, Other (income) expense, net, Operating profit, Operating profit margin, effective tax rate, Net income attributable to Colgate-Palmolive Company and Earnings per share on a diluted basis are discussed in this Annual Report on Form 10-K both on a GAAP basis and, as applicable, excluding the impacts of charges related to the 2012 Restructuring Program, the one-time charge resulting from the Venezuela devaluation, a charge for the competition law matter in France related to the home care and personal care sectors, a charge for the competition law matter in France related to a divested detergent business, costs related to the sale of land in Mexico, costs associated with various business realignment and other cost-saving initiatives and the gain on the sale of the non-core laundry detergent business in Colombia (non-GAAP). Management believes these non-GAAP financial measures provide investors with useful supplemental information regarding the performance of the Company’s ongoing operations. A reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP financial measures for the years ended December 31, 2013 and 2012 is presented within the applicable section of Results of Operations.

The Company uses the above financial measures internally in its budgeting process and as a factor in determining compensation. While the Company believes that these non-GAAP financial measures are useful in evaluating the Company’s business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies.

The following tables provide a quantitative reconciliation of organic sales growth to Net sales growth for each of the years ended December 31, 2013 and 2012 versus the prior year:

Year ended December 31, 2013
Organic
Sales Growth
(Non-GAAP)
Foreign
Exchange
Impact
Acquisitions and Divestments
Impact
Net Sales Growth
(GAAP)
Oral, Personal and Home Care
 
 
 
 
North America
3.5%
—%
—%
3.5%
Latin America
9.5%
(9.5)%
(0.5)%
(0.5)%
Europe/South Pacific
(0.5)%
0.5%
(0.5)%
(0.5)%
Asia
10.5%
(1.5)%
—%
9.0%
Africa/Eurasia
7.0%
(5.5)%
—%
1.5%
Total Oral, Personal and Home Care
6.0%
(4.0)%
—%
2.0%
Pet Nutrition
5.0%
(2.5)%
—%
2.5%
Total Company
6.0%
(4.0)%
—%
2.0%
Year ended December 31, 2012
Organic
Sales Growth
(Non-GAAP)
Foreign
Exchange
Impact
Acquisitions and Divestments
Impact
Net Sales Growth
(GAAP)
Oral, Personal and Home Care
 
 
 
 
North America
3.5%
—%
—%
3.5%
Latin America
10.5%
(6.0)%
(1.5)%
3.0%
Europe/South Pacific
(0.5)%
(5.0)%
3.0%
(2.5)%
Asia
12.0%
(3.0)%
—%
9.0%
Africa/Eurasia
9.0%
(7.0)%
1.0%
3.0%
Total Oral, Personal and Home Care
6.5%
(4.5)%
0.5%
2.5%
Pet Nutrition
1.5%
(2.0)%
—%
(0.5)%
Total Company
6.0%
(4.0)%
—%
2.0%


33


(Dollars in Millions Except Per Share Amounts)

Liquidity and Capital Resources

The Company expects cash flow from operations and debt issuances will be sufficient to meet foreseeable business operating and recurring cash needs (including for debt service, dividends, capital expenditures, costs related to the 2012 Restructuring Program and stock repurchases). The Company believes its strong cash generation and financial position should continue to allow it broad access to global credit and capital markets.

Cash Flow

Net cash provided by operations was $3,204 in 2013, compared to $3,196 in 2012 and $2,896 in 2011. Net cash provided by operations for 2013 increased as strong operating earnings and a continued tight focus on working capital were partially offset by higher cash spending related to the 2012 Restructuring Program. The increase in 2012 as compared to 2011 was primarily due to higher operating earnings, lower voluntary benefit plan contributions and decreased working capital, partially offset by higher income tax payments and payment of the fine in the previously disclosed French competition law matter.

The Company defines working capital as the difference between current assets (excluding Cash and cash equivalents and marketable securities, the latter of which is reported in Other current assets) and current liabilities (excluding short-term debt). The Company’s working capital as a percentage of Net sales was 0.7% in both 2013 and 2012.

Approximately 75% of total projected program charges related to the 2012 Restructuring Program, currently estimated between $1,100 and $1,250 ($775 and $875 aftertax), are expected to result in cash expenditures. Savings are currently projected to be in the range of $365 to $435 ($275 to $325 aftertax) annually by the fourth year of the program, substantially all of which are expected to increase future cash flows. The anticipated charges for 2014 are expected to amount to approximately $275 to $325 ($200 to $230 aftertax) and savings in 2014 should approximate $105 to $125 ($90 to $110 aftertax). It is anticipated that cash requirements for the 2012 Restructuring Program will be funded from operating cash flows. Substantially all of the restructuring accrual at December 31, 2013 is expected to be paid before year end 2014.

Investing activities used $890 of cash in 2013, compared to $865 and $1,213 during 2012 and 2011, respectively. Purchases of marketable securities and investments decreased in 2013 to $505 from $545 in 2012 primarily due to a decrease in purchases of investments by the Companys subsidiary in Venezuela of local currency denominated fixed interest rate bonds issued by the Venezuelan government, partially offset by an increase of the Companys investments through other foreign subsidiaries. In 2012, the Company acquired the remaining interest in Toms of Maine for $18. In 2011, the Companys Mexican subsidiary entered into an agreement to sell the Mexico City site on which its commercial operations, technology center and soap production facility are located. During 2011 and 2012, the Company received the first and second installments of $24 and $36, respectively, related to the sale of land in Mexico. The final installment of $60 is due upon transfer of the property, which is expected to occur in 2014. In 2011, the Company also acquired the Sanex business for $966. The Company sold its non-core laundry detergent business in Colombia in 2011 for $215 ($135 aftertax gain). Capital expenditures were $670, $565 and $537 for 2013, 2012 and 2011, respectively. The Company continues to focus its capital spending on projects that are expected to yield high aftertax returns. Capital expenditures for 2014 are expected to remain at an annual rate of approximately 4.5% of Net sales, which is higher than the historical rate of approximately 3.5% primarily due to the 2012 Restructuring Program.

Financing activities used $2,142 of cash during 2013 compared to $2,301 and $1,242 during 2012 and 2011, respectively. The decrease in cash used in 2013 as compared to 2012 was primarily due to a lower level of share repurchases, partially offset by higher dividends paid and lower proceeds from exercises of stock options. The increase in 2012 was primarily due to lower net proceeds from the issuance of debt, an increase in dividends paid in 2012, and higher share repurchase costs, partially offset by higher proceeds from exercises of stock options.
 
Long-term debt, including the current portion, increased to $5,644 as of December 31, 2013, as compared to $5,176 as of December 31, 2012 and total debt increased to $5,657 as of December 31, 2013 as compared to $5,230 as of December 31, 2012. During the fourth quarter of 2013, the Company issued $300 of five-year notes at a fixed rate of 1.50% and $82 of forty-year notes at a variable rate. During the second quarter of 2013, the Company issued $400 of five-year notes at a fixed rate of 0.90% and $400 of ten-year notes at a fixed rate of 2.10%. During the third quarter of 2012, the Company issued $500 of ten-year notes at a fixed rate of 1.95% and during the second quarter of 2012, the Company issued $500 of ten-year notes at a fixed rate of 2.30%. During the fourth quarter of 2011, the Company issued $300 of three-year notes at a fixed rate of 0.6%, $400 of five-year notes at a fixed rate of 1.3% and $300 of ten-year notes at a fixed rate of 2.45%. During the second quarter of 2011, the Company issued $250 of three-year notes at a fixed rate of 1.25% and $250 of six-year notes at a fixed rate of 2.625%. The

34


(Dollars in Millions Except Per Share Amounts)

debt issuances in 2013, 2012 and 2011 were U.S. dollar denominated and were under the Companys shelf registration statement. Proceeds from the debt issuances in the second and fourth quarters of 2013 were used to reduce commercial paper borrowings, which were used by the Company for general corporate purposes. Proceeds from the debt issuance in the second quarter of 2013 were also used to repay and retire $250 of notes due in 2013. Proceeds from the debt issuances in the second and third quarters of 2012 and second quarter of 2011 were used to reduce commercial paper borrowings, which were used by the Company for general corporate purposes. Proceeds from the debt issuances in the fourth quarter of 2011 were used to reduce commercial paper borrowings, which were used by the Company for general corporate purposes, and to repay outstanding indebtedness under a €408 credit facility.

At December 31, 2013, the Company had access to unused domestic and foreign lines of credit of $2,444 (including under the two facilities discussed below) and could also issue medium-term notes pursuant to an effective shelf registration statement. In November 2011, the Company entered into a five-year revolving credit facility with a capacity of $1,850 with a syndicate of banks. This facility was extended for an additional year in 2012 and again in 2013 and will expire in November 2018. The Company also has the ability to draw $145 from a revolving credit facility that expires in November 2014. Commitment fees related to the credit facilities are not material.

Domestic and foreign commercial paper outstanding was $0 and $443 as of December 31, 2013 and 2012, respectively. The average daily balances outstanding for commercial paper in 2013 and 2012 were $1,736 and $1,562, respectively. The Company classifies commercial paper and certain current maturities of notes payable as long-term debt when it has the intent and ability to refinance such obligations on a long-term basis, including, if necessary, by utilizing its line of credit that expires in 2018.

The following is a summary of the Company’s commercial paper and global short-term borrowings as of December 31, 2013 and 2012:
 
 
2013
 
2012
 
 
Weighted Average Interest Rate
 
Maturities
 
Outstanding
 
Weighted Average 
Interest Rate
 
Maturities
 
Outstanding
Payable to banks
 
2.2
%
 
2014
 
$
13

 
1.0
%
 
2013
 
$
54

Commercial paper
 


 
 
 

 
0.1
%
 
2013
 
443

Total
 
 
 
 
 
$
13

 
 
 
 
 
$
497


Certain of the facilities with respect to the Company’s bank borrowings contain financial and other covenants as well as cross-default provisions. Noncompliance with these requirements could ultimately result in the acceleration of amounts owed. The Company is in full compliance with all such requirements and believes the likelihood of noncompliance is remote. See Note 6, Long-Term Debt and Credit Facilities to the Consolidated Financial Statements for further information about the Company’s long-term debt and credit facilities.

On March 7, 2013, the Board approved a two-for-one stock split of the Companys common stock to be effected through a 100% stock dividend (the “2013 Stock Split”). The record date for the two-for-one stock split was the close of business on April 23, 2013 and the share distribution occurred on May 15, 2013. The Board authorized that the number of shares remaining under the 2011 Program (defined below) as of May 15, 2013 be increased by 100% as a result of the two-for-one stock split. All per share amounts and numbers of shares outstanding in the Consolidated Financial Statements and Notes to the Consolidated Financial Statements are presented on a post-split basis. Refer to Note 8, Capital Stock and Stock-Based Compensation Plans to the Consolidated Financial Statements for additional information.

Dividend payments in 2013 were $1,382, an increase from $1,277 in 2012 and $1,203 in 2011. Common stock dividend payments increased to $1.33 per share in 2013 from $1.22 per share in 2012 and $1.14 per share in 2011. In the first quarter of 2013, the Company’s Board of Directors increased the quarterly common stock cash dividend to $0.34 per share from $0.31 per share, effective in the second quarter of 2013.

The Company repurchases shares of its common stock in the open market and in private transactions to maintain its targeted capital structure and to fulfill certain requirements of its compensation and benefit plans. The share repurchase program approved by the Board of Directors on September 8, 2011 (the “2011 Program”) authorized the repurchase of up to 50 million shares of the Company’s common stock. The Board also has authorized share repurchases on an ongoing basis to fulfill certain requirements of the Company’s compensation and benefit programs.

35


(Dollars in Millions Except Per Share Amounts)

Aggregate share repurchases in 2013, adjusted for the 2013 Stock Split, consisted of 24.6 million common shares under the 2011 Program and 1 million common shares to fulfill the requirements of compensation and benefit plans, for a total purchase price of $1,521. Aggregate repurchases in 2012, adjusted for the 2013 Stock Split, consisted of 37.6 million common shares under the 2011 Program and 1.2 million common shares to fulfill the requirements of compensation and benefit plans, for a total purchase price of $1,943. Aggregate repurchases in 2011, adjusted for the 2013 Stock Split, consisted of 40.8 million common shares under both the 2011 Program and a previously authorized repurchase program, and 1.8 million common shares to fulfill the requirements of compensation and benefit plans, for a total purchase price of $1,806.

Cash and cash equivalents increased $78 during 2013 to $962 at December 31, 2013, compared to $884 at December 31, 2012, most of which ($865 and $861, respectively) were held by the Company’s foreign subsidiaries. These amounts include $114 and $170 at December 31, 2013 and 2012, respectively, which are subject to currency exchange controls in Venezuela, limiting the total amount of Cash and cash equivalents held by the Company’s foreign subsidiaries that can be repatriated at any particular point in time. The Company regularly assesses its cash needs and the available sources to fund these needs and, as part of this assessment, the Company determines the amount of foreign earnings it intends to repatriate to help fund its domestic cash needs and provides applicable U.S. income and foreign withholding taxes on such earnings.

As of December 31, 2013, the Company had approximately $4,700 of undistributed earnings of foreign subsidiaries for which no U.S. income or foreign withholding taxes have been provided as the Company does not currently anticipate a need to repatriate these earnings. These earnings have been and currently are considered to be indefinitely reinvested outside of the U.S. and, therefore, are not subject to such taxes. Should these earnings be repatriated in the future, they would be subject to applicable U.S. income and foreign withholding taxes. Determining the tax liability that would arise if these earnings were repatriated is not practicable.

The following represents the scheduled maturities of the Company’s contractual obligations as of December 31, 2013:
 
 
 
 
Payments Due by Period
 
 
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
Long-term debt including current portion
 
$
5,644

 
$
895

 
$
491

 
$
255

 
$
664

 
$
695

 
$
2,644

Net cash interest payments on long-term debt(1)
 
564

 
90

 
81

 
66

 
62

 
44

 
221

Leases
 
1,102

 
196

 
172

 
138

 
126

 
121

 
349

Purchase obligations(2)
 
800

 
530

 
143

 
119

 
8

 

 

Total
 
$
8,110

 
$
1,711

 
$
887

 
$
578

 
$
860

 
$
860

 
$
3,214

_______
(1) 
Includes the net interest payments on fixed and variable rate debt and associated interest rate swaps. Interest payments associated with floating rate instruments are based on management’s best estimate of projected interest rates for the remaining term of variable rate debt.
(2) 
The Company had outstanding contractual obligations with suppliers at the end of 2013 for the purchase of raw, packaging and other materials and services in the normal course of business. These purchase obligation amounts represent only those items which are based on agreements that are legally binding and that specify minimum quantity, price and term and do not represent total anticipated purchases.

Long-term liabilities associated with the Company’s postretirement plans are excluded from the table above due to the uncertainty of the timing of these cash disbursements. The amount and timing of cash funding related to these benefit plans will generally depend on local regulatory requirements, various economic assumptions (the most significant of which are detailed in “Critical Accounting Policies and Use of Estimates” below) and voluntary Company contributions. Based on current information, the Company is not required to make a mandatory contribution to its qualified U.S. pension plan in 2014. Management does not expect to make a voluntary contribution to the U.S. pension plans for the year ending December 31, 2014. In addition, total benefit payments to be paid to participants for the year ending December 31, 2014 from the Company’s assets is estimated to be approximately $98.

Additionally, liabilities for unrecognized income tax benefits are excluded from the table above as the Company is unable to reasonably predict the ultimate amount or timing of a settlement of such liabilities.  See Note 11, Income Taxes to the Consolidated Financial Statements for more information.


36


(Dollars in Millions Except Per Share Amounts)

As more fully described in Part I, Item 3 Legal Proceedings and Note 13, Commitments and Contingencies to the Consolidated Financial Statements, the Company is contingently liable with respect to lawsuits, environmental matters, taxes and other matters arising in the ordinary course of business.

Off-Balance Sheet Arrangements

The Company does not have off-balance sheet financing or unconsolidated special purpose entities.

Managing Foreign Currency, Interest Rate, Commodity Price and Credit Risk Exposure

The Company is exposed to market risk from foreign currency exchange rates, interest rates and commodity price fluctuations. Volatility relating to these exposures is managed on a global basis by utilizing a number of techniques, including working capital management, selling price increases, selective borrowings in local currencies and entering into selective derivative instrument transactions, issued with standard features, in accordance with the Company’s treasury and risk management policies. The Company’s treasury and risk management policies prohibit the use of derivatives for speculative purposes and leveraged derivatives for any purpose.

The sensitivity of our financial instruments to market fluctuations is discussed below. See Note 2, Summary of Significant Accounting Policies and Note 7, Fair Value Measurements and Financial Instruments to the Consolidated Financial Statements for further discussion of derivatives and hedging policies and fair value measurements.

Foreign Exchange Risk

As the Company markets its products in over 200 countries and territories, it is exposed to currency fluctuations related to manufacturing and selling its products in currencies other than the U.S. dollar. The Company manages its foreign currency exposures through a combination of cost-containment measures, sourcing strategies, selling price increases and the hedging of certain costs in an effort to minimize the impact on earnings of foreign currency rate movements. See the “Results of Operations” section above for discussion of the foreign exchange impact on Net sales in each operating segment.

The assets and liabilities of foreign subsidiaries, other than those operating in highly inflationary environments, are translated into U.S. dollars at year-end exchange rates with resulting translation gains and losses accumulated in a separate component of shareholders’ equity. Income and expense items are translated into U.S. dollars at average rates of exchange prevailing during the year.

For subsidiaries operating in highly inflationary environments (currently, Venezuela), inventories, prepaid expenses, goodwill and property, plant and equipment are remeasured at their historical exchange rates, while other assets and liabilities are remeasured at year-end exchange rates. Remeasurement adjustments for these operations are included in Net income attributable to Colgate-Palmolive Company.

The Company primarily utilizes foreign currency contracts, including forward, option and swap contracts, local currency deposits and local currency borrowings to hedge portions of its exposures relating to foreign currency purchases, assets and liabilities created in the normal course of business and the net investment in certain foreign subsidiaries. The duration of foreign currency contracts generally does not exceed 12 months and the contracts are valued using observable market rates.

The Company’s foreign currency forward contracts that qualify for cash flow hedge accounting resulted in net unrealized gains of $5 and $1 at December 31, 2013 and 2012, respectively. Changes in the fair value of cash flow hedges are recorded in Other comprehensive income (loss) and are reclassified into earnings in the same period or periods during which the underlying hedged transaction is recognized in earnings. At the end of 2013, an unfavorable 10% change in exchange rates would have resulted in a net unrealized loss of $33.

Interest Rate Risk

The Company manages its mix of fixed and floating rate debt against its target with debt issuances and by entering into interest rate swaps in order to mitigate fluctuations in earnings and cash flows that may result from interest rate volatility. The notional amount, interest payment and maturity date of the swaps generally match the principal, interest payment and maturity date of the related debt, and the swaps are valued using observable benchmark rates.


37


(Dollars in Millions Except Per Share Amounts)

Based on year-end 2013 variable rate debt levels, a 1% increase in interest rates would have increased Interest (income) expense, net by $5 in 2013.

Commodity Price Risk

The Company is exposed to price volatility related to raw materials used in production, such as resins, pulp, essential oils, tallow, tropical oils, poultry, corn and soybeans. The Company manages its raw material exposures through a combination of cost containment measures, ongoing productivity initiatives and the limited use of commodity hedging contracts. Futures contracts are used on a limited basis, primarily in the Hills Pet Nutrition segment, to manage volatility related to anticipated raw material inventory purchases of certain traded commodities.

The Company’s open commodity derivative contracts, which qualify for cash flow hedge accounting, resulted in net unrealized gains of $0 and $1 at December 31, 2013 and 2012, respectively. At the end of 2013, an unfavorable 10% change in commodity futures prices would have resulted in a net unrealized loss of $1.

Credit Risk

The Company is exposed to the risk of credit loss in the event of nonperformance by counterparties to financial instrument contracts; however, nonperformance is considered unlikely and any nonperformance is unlikely to be material as it is the Company’s policy to contract with diverse, credit-worthy counterparties based upon both strong credit ratings and other credit considerations.

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU No. 2013-11 “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2013 and interim periods within those years. This new guidance is not expected to have a material impact on the Company’s financial position or results of operations.
    
Critical Accounting Policies and Use of Estimates

The preparation of financial statements requires management to use judgment and make estimates. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. Actual results could ultimately differ from those estimates. The accounting policies that are most critical in the preparation of the Company’s Consolidated Financial Statements are those that are both important to the presentation of the Consolidated Financial Statements and require significant or complex judgments and estimates on the part of management. The Company’s critical accounting policies are reviewed periodically with the Audit Committee of the Board of Directors.

In certain instances, accounting principles generally accepted in the United States of America allow for the selection of alternative accounting methods. The Company’s significant policies that involve the selection of alternative methods are accounting for shipping and handling costs and inventories.

Shipping and handling costs may be reported as either a component of Cost of sales or Selling, general and administrative expenses. The Company reports such costs, primarily related to warehousing and outbound freight, in the Consolidated Statements of Income as a component of Selling, general and administrative expenses. Accordingly, the Company’s Gross profit margin is not comparable with the gross profit margin of those companies that include shipping and handling charges in cost of sales. If such costs had been included in Cost of sales, Gross profit margin would have decreased by 750 bps, from 58.6% to 51.1% in 2013 and decreased by 740 bps and 750 bps in 2012 and 2011, respectively, with no impact on reported earnings.

The Company accounts for inventories using both the first-in, first-out (FIFO) method (80% of inventories) and the last-in, first-out (LIFO) method (20% of inventories). There would have been no material impact on reported earnings for 2013, 2012 or 2011 had all inventories been accounted for under the FIFO method.


38


(Dollars in Millions Except Per Share Amounts)

The areas of accounting that involve significant or complex judgments and estimates are pensions and other retiree benefit cost assumptions, stock-based compensation, asset impairments, uncertain tax positions, tax valuation allowances and legal and other contingency reserves.

In pension accounting, the most significant actuarial assumptions are the discount rate and the long-term rate of return on plan assets. The discount rate used to measure the benefit obligation for U.S. defined benefit plans was 4.96%, 4.14% and 4.90% as of December 31, 2013, 2012 and 2011, respectively. The discount rate used to measure the benefit obligation for other U.S. postretirement plans was 5.24%, 4.32% and 5.26% as of December 31, 2013, 2012 and 2011, respectively. Discount rates used for the U.S. and international defined benefit and other postretirement plans are based on a yield curve constructed from a portfolio of high-quality bonds for which the timing and amount of cash outflows approximate the estimated payouts of the plans. The assumed long-term rate of return on plan assets for U.S. plans was 6.80% as of December 31, 2013, 7.30% as of December 31, 2012 and 7.75% as of December 31, 2011. In determining the long-term rate of return, the Company considers the nature of the plans’ investments and the historical rate of return.

Average annual rates of return for the U.S. plans for the most recent 1-year, 5-year, 10-year, 15-year and 25-year periods were 9%, 11%, 7%, 6%, and 8%, respectively. In addition, the current assumed rate of return for the U.S. plans is based upon the nature of the plans' investments with a target asset allocation of approximately 53% in fixed income securities, 27% in equity securities and 20% in real estate and other investments. As the funded status of the plans improved in 2013, the Company reallocated a portion of the assets of the U.S. plans from equity securities to fixed income securities and other investments. A 1% change in the assumed rate of return on plan assets of the U.S. pension plans would impact future Net income attributable to Colgate-Palmolive Company by approximately $11. A 1% change in the discount rate for the U.S. pension plans would impact future Net income attributable to Colgate-Palmolive Company by approximately $3. A third assumption is the long-term rate of compensation increase, a change in which would partially offset the impact of a change in either the discount rate or the long-term rate of return. This rate was 3.50% as of December 31, 2013, 3.50% as of December 31, 2012 and 4.00% as of December 31, 2011. Refer to Note 10, Retirement Plans and Other Retiree Benefits to the Consolidated Financial Statements for further discussion of the Company’s pension and other postretirement plans.

The assumption requiring the most judgment in accounting for other postretirement benefits is the medical cost trend rate. The Company reviews external data and its own historical trends for health care costs to de