Cover and table of contents

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Cover and table of contents

10-K 1 cl-12312018x10k.htm COLGATE-PALMOLIVE 10-K 12-31-2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

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

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(Exact name of registrant as specified in its charter)

DELAWARE13-1815595
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
300 Park Avenue, New York, New York10022
(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 className of each exchange on which registered
Common Stock, $1.00 par valueNew York Stock Exchange
Floating Rate Notes due 2019New 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 ¨ No x

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 x 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. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer xAccelerated filer ¨
Non-accelerated filer ¨Smaller reporting company ¨
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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, 2018 (the last business day of its most recently completed second quarter) was approximately $56.0 billion.

There were 861,676,494 shares of Colgate-Palmolive Company Common Stock outstanding as of January 31, 2019.

DOCUMENTS INCORPORATED BY REFERENCE:
DocumentsForm 10-K Reference
Portions of Proxy Statement for the 2019 Annual Meeting of StockholdersPart III, Items 10 through 14

Colgate-Palmolive Company

Table of Contents

Part IPage
Item 1.Business1
Item 1A.Risk Factors4
Item 1B.Unresolved Staff Comments14
Item 2.Properties15
Item 3.Legal Proceedings16
Item 4.Mine Safety Disclosures18
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19
Item 6.Selected Financial Data19
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 7A.Quantitative and Qualitative Disclosures About Market Risk54
Item 8.Financial Statements and Supplementary Data55
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure55
Item 9A.Controls and Procedures55
Item 9B.Other Information55
Part III
Item 10.Directors, Executive Officers and Corporate Governance56
Item 11.Executive Compensation56
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters57
Item 13.Certain Relationships and Related Transactions and Director Independence57
Item 14.Principal Accountant Fees and Services57
Part IV
Item 15.Exhibits and Financial Statement Schedules58
Item 16.Form 10-K Summary61
Signatures62

PART I

Next: Item 1. BUSINESS