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Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020
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
COLGATE-PALMOLIVE COMPANY
(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 | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $1.00 par value | CL | New York Stock Exchange | ||||||
| 0.000% Notes due 2021 | CL21A | New York Stock Exchange | ||||||
| 0.500% Notes due 2026 | CL26 | New York Stock Exchange | ||||||
| 1.375% Notes due 2034 | CL34 | New York Stock Exchange | ||||||
| 0.875% Notes due 2039 | CL39 | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ 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 ☒
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 ☒ 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 ☒ No ☐
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 | ☒ | Accelerated 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of Colgate-Palmolive Company Common Stock held by non-affiliates as of June 30, 2020 (the last business day of its most recently completed second quarter) was approximately $62.8 billion.
There were 848,562,678 shares of Colgate-Palmolive Company Common Stock outstanding as of January 31, 2021.
DOCUMENTS INCORPORATED BY REFERENCE:
| Documents | Form 10-K Reference | ||||
| Portions of Proxy Statement for the 2021 Annual Meeting of Stockholders | Part III, Items 10 through 14 |
Colgate-Palmolive Company
Table of Contents
| Part I | Page | |||||||
| Item 1. | Business | 1 | ||||||
| Item 1A. | Risk Factors | 7 | ||||||
| Item 1B. | Unresolved Staff Comments | 19 | ||||||
| Item 2. | Properties | 20 | ||||||
| Item 3. | Legal Proceedings | 21 | ||||||
| Item 4. | Mine Safety Disclosures | 23 | ||||||
| Part II | ||||||||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 24 | ||||||
| Item 6. | Selected Financial Data | 24 | ||||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | ||||||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 58 | ||||||
| Item 8. | Financial Statements and Supplementary Data | 59 | ||||||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 59 | ||||||
| Item 9A. | Controls and Procedures | 59 | ||||||
| Item 9B. | Other Information | 59 | ||||||
| Part III | ||||||||
| Item 10. | Directors, Executive Officers and Corporate Governance | 60 | ||||||
| Item 11. | Executive Compensation | 60 | ||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 61 | ||||||
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 61 | ||||||
| Item 14. | Principal Accountant Fees and Services | 61 | ||||||
| Part IV | ||||||||
| Item 15. | Exhibits and Financial Statement Schedules | 62 | ||||||
| Item 16. | Form 10-K Summary | 66 | ||||||
| Signatures | 67 |
PART I