Colgate-Palmolive (CL) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A99 rewritten29 added93 removed103 unchanged
All filing items1,511 rewritten779 added1,107 removed1,038 unchanged
Summary
counted, not written
- Item 1A lists 18 risk factor headings: 3 new, 3 reworded and 12 unchanged since FY2019. 1 heading from FY2019 no longer appears.
- Sentence by sentence, 779 added, 1,107 removed, 1,511 rewritten and 1,038 unchanged across 18 items that differ.
New Item 1A headings (3)
- We face various risks related to pandemics, epidemics or similar widespread public health concerns, which may have a material adverse effect on our business, results of operations, cash flows and financial condition.
- Our business results are impacted by our ability to manage disruptions in our global supply chain and/or key office facilities.
- Uncertain or unfavorable global economic conditions, including as a result of COVID-19, may adversely affect our business.
Removed Item 1A headings (1)
- Disruption in our global supply chain or key office facilities could adversely impact our business.
Reworded Item 1A headings (3)
- Our success depends upon our ability to [added: recruit,] attract and retain key
[removed: employees][added: employees, including through the implementation of diversity, equity] and [added: inclusion initiatives, and] the succession of senior management. - Climate change [added: and other sustainability matters] may have an adverse impact on our business and results of operations.
[removed: Uncertain global economic conditions, disruptions][added: Disruptions] in the credit markets or changes to our credit ratings may adversely affect our business.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
99 rewritten, 29 added, 93 removed, 103 unchanged
Read the full itemFY2020 item · filed February 18, 2021FY2019 item · filed February 21, 2020
These [removed: risks] [added: risks, some of which have occurred and/or] are [added: occurring and any of which could occur in the future, are] not the only ones we face.
[removed: | ▪ |] [added: -] changes in exchange rates for foreign currencies, which may reduce the U.S. dollar value of revenues, profits and cash flows from non-U.S. markets or increase our supply costs, as measured in U.S. dollars, in those markets; [removed: |]
[removed: | ▪ |] [added: -] exchange controls and other limits on our ability to import or export raw materials or finished [removed: product] [added: product, including as a result of COVID-19,] or to repatriate earnings from overseas; [removed: |]
[removed: | ▪ |] [added: -] political or economic instability, geopolitical events, environmental events, widespread health emergencies, such as [removed: the novel coronavirus] [added: COVID-19] or other pandemics or epidemics, natural [removed: disasters,] [added: disasters] or social or labor unrest; [removed: |]
[removed: | ▪ |] [added: -] changing macroeconomic conditions in our markets, including as a result of volatile commodity prices, including the price of oil; [removed: |]
[removed: | ▪ |] [added: -] lack of well-established, reliable and/or impartial legal systems in certain countries where we operate and difficulties in enforcing contractual, intellectual property or other legal rights; [removed: |]
[removed: | ▪ |] [added: -] foreign ownership and investment restrictions and the potential for nationalization or expropriation of property or other resources; and [removed: |]
[removed: | ▪ |] [added: -] changes to trade policies and agreements and other foreign or domestic legal and regulatory requirements, including those resulting in potentially adverse tax consequences or the imposition of and/or the increase in onerous trade restrictions and/or tariffs, sanctions, price controls, labor laws, travel or immigration restrictions, [added: including as a result of COVID-19 or other pandemics or epidemics,] profit controls or other government controls. [removed: |]
[removed: All] [added: Any or all] of the foregoing 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 addition, the impact of the United Kingdom’s exit [removed: from, and the related negotiations with,] [added: from] the European Union (commonly referred to as Brexit) [removed: are, at this time,] [added: continues to be] unclear.
Brexit [removed: has created] [added: continues to pose] legal, political and economic uncertainty, which could subject us to heightened risks in the region, including disruptions to trade and the free movement of goods, services and people to and from the United Kingdom, increased foreign exchange volatility with respect to the British pound and disruptions to our workforce and that of our suppliers and business partners.
We do not, however, believe Brexit [added: has had or] will have a material impact on our business, results of operations, cash flows or financial condition.
Furthermore, the [removed: recent] imposition of tariffs and/or increase in tariffs on various products by the United States and other countries have introduced greater uncertainty with respect to trade policies and government regulations affecting trade between the United States and other countries and new and/or increased tariffs have subjected, and may continue in the future to subject, us to additional costs and expenditure of resources.
We face vigorous competition worldwide, including from strong local competitors and from other large, multinational companies, some of which [removed: may] have greater resources than we do.
Some of our competitors may spend more aggressively on or have more effective advertising and promotional activities than we do, introduce competing products more quickly and/or respond more effectively to [removed: changing consumer preferences and] business and economic [removed: conditions.][added: conditions and changing consumer preferences, including by launching innovative new products.]
Our ability to compete also depends on the strength of our brands and on our ability to enforce and defend our intellectual property, including patent, trademark, copyright, trade secret and trade dress [removed: rights] [added: rights,] against infringement and legal challenges by competitors.
In addition, the cost of responding to such initiatives and challenges, including management time, out-of-pocket expenses and price reductions, may affect our [removed: performance in the relevant period.][added: performance.]
They have used and may continue to use this leverage to demand higher trade discounts, [removed: allowances or] [added: allowances,] slotting [removed: fees,] [added: fees or increased investment, including through display media, paid search, preparation fees and co-op programs,] which could lead to reduced sales or profitability.
We also have been and may continue to be negatively affected by changes in the policies or practices of our retail trade customers, such as inventory de-stocking, limitations on access to shelf space, delisting of our products, [removed: environmental] or [removed: sustainability] [added: environmental, sustainability, supply chain or packaging] 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 that our packaging does not comply with certain [removed: environmental] [added: environmental, supply chain or packaging] standards or initiatives could adversely impact our business, results of operations, cash flows and financial condition.
In addition, the retail landscape in many of our markets continues to [removed: be impacted by] [added: evolve as a result of] the rapid growth of eCommerce retailers, changing consumer preferences (as consumers increasingly shop online) and the [removed: emergence] [added: increased presence] of alternative retail channels, such as subscription services and direct-to-customer businesses.
If we are not successful in [removed: adapting] [added: continuing to adapt] or effectively [removed: reacting] [added: react] to changes in consumer [removed: preferences] [added: preferences, purchasing patterns] and market dynamics and/or expanding sales through eCommerce retailers and other alternative retail channels, our business, results of operations, cash flows and financial condition could be adversely affected.
U.S. federal authorities, including the U.S. Food and Drug Administration (the “FDA”), the Federal Trade Commission, the Consumer Product Safety [removed: Commission] [added: Commission, the Occupational Safety] and [added: Health Administration 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.
For example, from time to time, various regulatory authorities [removed: in Europe,] [added: around] the [removed: U.S. and other countries] [added: world] review the use of various ingredients and packaging content in consumer products.
[removed: A] [added: While we monitor and seek to mitigate the impact of any emerging information, a] decision by a regulatory or governmental authority that any ingredient or packaging content in our products should be restricted or should otherwise be newly [removed: regulated,] [added: regulated] could adversely impact our business and reputation, as could negative reactions by our consumers, trade customers or non-governmental organizations to our current or prior use of such ingredients or packaging.
Additionally, an inability to develop new or reformulated products containing alternative ingredients, to obtain regulatory approval of such products [added: or ingredients] on a timely basis or to effectively market and sell such products could likewise adversely affect our business.
Because of our extensive international operations, we could be adversely affected by violations of worldwide anti-bribery laws, including those that prohibit companies and their intermediaries from making improper payments to government officials or other third parties for the purpose of obtaining or retaining business, such as the U.S. Foreign Corrupt Practices [removed: Act (the “FCPA”),] [added: Act,] and laws that prohibit commercial bribery.
[removed: | ▪ |] [added: -] identify, develop and fund technological innovations; [removed: |]
[removed: | ▪ |] [added: -] obtain and maintain necessary intellectual property protection and avoid infringing intellectual property rights of others; [removed: |]
[removed: | ▪ |] [added: -] obtain approvals and registrations of regulated products, including from the FDA and other regulatory bodies in the U.S. and abroad; and [removed: |]
[removed: | ▪ |] [added: -] anticipate and quickly respond to [removed: consumer] [added: the] needs and [removed: preferences. |][added: preferences of consumers and customers.]
The identification, development and introduction of innovative new products [added: that drive incremental sales] involves considerable costs and effort, and any new product 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 quickly innovate and to adapt [added: and market] our products to meet evolving consumer preferences [added: and to adapt our packaging to meet evolving customer preferences] is an essential part of our business strategy.
The failure to develop and launch successful new products [added: or to adapt our packaging and supply chain to meet such preferences] 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.
Accordingly, we devote significant time and resources to programs designed to protect and preserve our reputation, such as our Ethics and Compliance, [removed: Sustainability,] [added: Diversity, Equity and Inclusion, Sustainability and Social Impact,] Brand Protection and Product Safety, Regulatory and Quality initiatives.
Negative publicity about us, our brands, our products, our supply chain, our ingredients, our [removed: packaging] [added: packaging, our environmental, social and governance practices, including as they relate to diversity, equity and inclusion,] or our employees, whether or not deserved, could jeopardize our reputation.
Such negative publicity could relate to, among other things, health concerns, threatened or pending litigation or regulatory proceedings, environmental impacts (including [added: deforestation,] packaging, [added: plastic,] energy and water use and waste [removed: management)] [added: management), our environmental, social and governance practices,] or other sustainability or policy issues.
While we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, [removed: governance] [added: compliance] and [removed: compliance,] [added: environmental, social and governance practices,] thereby potentially increasing our reputational and legal risk.
Raw and packaging material commodities, such as [removed: resins,] essential oils, [added: resins,] pulp, tropical oils, tallow, [removed: poultry, corn] [added: corn, poultry] and soybeans, are subject to market price variations.
Increases in the costs [added: of] and/or a reduction in the availability of commodities, energy and [removed: transportation] [added: logistics] and other necessary [removed: services] [added: services, including during the COVID-19 pandemic,] have affected and may continue to adversely affect our profit margins.
Business and Industry Risks
Our success is increasingly dependent on our ability to effectively leverage digital technology and data analytics to gain new commercial insights and develop relevant marketing and advertising to reach customers and consumers.
In addition, we have experienced and may continue to experience increased demand for many of our products in response to COVID-19.
As a result, we have seen and expect to continue to see heightened competitive activity from our competitors in certain of our categories, including more aggressive product claims and marketing challenges and the marketing of new products in high demand categories.
We face various risks related to pandemics, epidemics or similar widespread public health concerns, which may have a material adverse effect on our business, results of operations, cash flows and financial condition.
We face various risks related to pandemics, epidemics or similar widespread public health concerns, including the COVID-19 pandemic.
A pandemic, epidemic or similar widespread health concern could have, and COVID-19 has had and will continue to have, a variety of impacts on our business, results of operations, cash flows and financial condition, including:
- Our ability to continue to maintain and support the health, safety and well-being of our employees, including key employees;
- Volatility in the demand for and availability of our products, which may be caused by the temporary inability of our consumers to purchase our products due to illness, financial hardship, quarantine, government actions mandating the closure of our distributors or retailers or imposing travel or movement restrictions, shifts in demand and consumption away from more discretionary or higher priced products to lower-priced products or pantry-loading activity;
- Substantial increases in demand for certain of our products requiring us to increase our production capacity or acquire additional capacity at an additional cost and expense;
- Changes in purchasing patterns of our consumers, including the frequency of in-store visits by consumers to retailers and dental, veterinary and skin health professionals and a shift to purchasing our products online from eCommerce retailers;
- Disruptions to our global supply chain, including the closure of manufacturing and distribution facilities, due to, among other things, the availability of raw and packaging materials or manufacturing components; a decrease in our workforce or in the efficiency of such workforce, including as a result of illness, travel restrictions, absenteeism or governmental regulations; transportation and logistics challenges, including as a result of port and border closures and other governmental restrictions or reduced shipping capacity; or the impact of COVID-19 on our retailers, third party suppliers, contract manufacturers, logistics providers or distributors;
- Failure of third parties on which we rely, including our retailers, suppliers, contract manufacturers, logistics providers, customers, commercial banks, joint venture partners and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties;
- Significant changes in the economic and political conditions of the markets in which we operate, which could restrict and have restricted our employees’ ability to work and travel, could mandate and have mandated or caused the closure of certain distributors or retailers, our offices, shared business service centers and/or operating and manufacturing facilities or otherwise could prevent and have prevented us as well as our third-party partners, suppliers or customers from sufficiently staffing operations, including operations necessary for the manufacture, distribution, sale and support of our products;
- Disruptions and volatility in the global capital markets, which may increase the cost of capital and adversely impact our access to capital; and/or
- Volatility in foreign exchange rates and in raw and packaging materials and logistics costs.
Despite our efforts to manage these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration, severity and geographic scope of an outbreak, such as COVID-19, the availability, widespread distribution and use of safe and effective vaccines and the actions taken to contain its spread and mitigate its public health and economic effects.
In addition, we are working to advance culture change through the implementation of diversity, equity and inclusion initiatives throughout our organization.
If we do not (or are perceived not to) successfully implement these initiatives, our ability to recruit, attract and retain talent may be adversely impacted.
Operational Risks
Our business results are impacted by our ability to manage disruptions in our global supply chain and/or key office facilities.
Furthermore, we periodically upgrade our IT Systems or adopt new technologies.
If such an upgrade or new technology does not function as designed, does not go as planned or increases our exposure to a cyber-attack or cyber incident, it may adversely impact our business, including our ability to ship products to customers, issue invoices and process payments or order raw and packaging materials.
Legal and Regulatory Risks
Financial and Economic Risks
Uncertain or unfavorable global economic conditions, including as a result of COVID-19, may adversely affect our business.
These changes could reduce demand for and sales volumes of our products or result in a shift in our product mix from higher margin to lower margin product offerings.
Furthermore, economic conditions can cause our suppliers, distributors, contract manufacturers, logistics providers or other third-party partners to suffer financial or operational difficulties, which may impact their inability to provide us with or distribute finished product, raw and packaging materials and/or services in a timely manner or at all.
In addition, we could face difficulty collecting or recovering accounts receivables from third parties facing financial or operational difficulties.
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Disruption in our global supply chain or key office facilities could adversely impact our business.
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An excerpt. Shown here: 40 of 99 rewritten, all 29 added and 40 of 93 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
338 rewritten, 246 added, 364 removed, 216 unchanged
Read the full itemFY2020 item · filed February 18, 2021FY2019 item · filed February 21, 2020
[removed: To this end, we] [added: We] are tightly focused on two product segments: Oral, Personal and Home Care; and Pet Nutrition.
Within the categories in which we compete, we prioritize our efforts based on their capacity to maximize the use of the organization’s core competencies and strong global equities and to deliver [removed: sustainable] [added: sustainable, profitable] long-term growth.
Approximately 70% of our Net sales are generated from markets outside the U.S., with approximately [removed: 50%] [added: 45%] of our Net sales coming from emerging markets (which consist of Latin America, Asia (excluding Japan), Africa/Eurasia and Central Europe).
These indicators include net sales (including volume, pricing and foreign exchange components), organic sales growth (net sales growth [removed: excluding,] [added: excluding] the impact of foreign exchange, [removed: acquisitions,] [added: acquisitions] and divestments), a non-GAAP financial measure, and gross profit margin, operating profit, net income and earnings per share, in each case, on a GAAP and non-GAAP basis, as well as measures used to optimize the management of working capital, capital expenditures, cash flow and return on capital.
We continue to believe that 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 [removed: the Company’s] [added: our] products.
We are also working to integrate our sustainability [removed: strategy] [added: and social impact and diversity, equity and inclusion strategies] across our organization.
[removed: The] [added: These] investments [removed: needed to support growth] are developed through continuous, Company-wide initiatives to lower costs and increase effective asset utilization.
These initiatives are designed to reduce costs associated with direct materials, indirect expenses, distribution and [removed: logistics,] [added: logistics] and advertising and promotional materials, among other things, 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.
[removed: On] [added: In] September [removed: 19,] 2019, [removed: the Company] [added: we] acquired Laboratoires Filorga Cosmétiques S.A. (“Filorga”), a skin health business, for cash consideration of €1,548 (approximately $1,712).
This acquisition is part of our strategy to focus on high growth segments within our Oral Care, Personal Care and Pet Nutrition [removed: businesses, including by expanding our portfolio in premium skin health.][added: businesses.]
As a result of these changes, [removed: the Company] [added: we] recorded [removed: an estimated] [added: a] net benefit of $29 to the Provision for income taxes.
In 2019, [removed: the Company] [added: we] received a favorable judgment regarding certain value-added tax previously paid in Brazil.
As a result of the favorable judgment, during the fourth quarter of 2019, [removed: the Company] [added: we] filed an application with the Brazilian government to recover value-added tax previously paid and recorded a benefit of $30 pretax ($20 aftertax).
Substantially all initiatives under the [removed: program were] [added: Global Growth and Efficiency Program had been] implemented as of December 31, 2019.
[removed: The initiatives under the] [added: |] Global Growth and Efficiency Program [removed: focused on the following areas:][added: | | | | | | — | | | | | | 8 | | |]
[removed: In 2019 and 2018,] [added: During the year ended December 31, 2019,] we incurred [removed: aftertax] costs of [removed: $102 and $125, respectively,] [added: $132 ($102 aftertax)] resulting from the Global Growth and Efficiency Program.
[removed: Adoption of the new standard] [added: The guidance] did not have a material impact on the [removed: Company's] [added: Company’s] Consolidated [removed: Statements of Income or Cash Flows.][added: Financial Statements.]
See Note [removed: 15, Leases] [added: 4, Restructuring and Related Implementation Charges] to the Consolidated Financial Statements for additional information.
Looking forward, we expect global macroeconomic, political and market conditions to remain [removed: challenging.][added: challenging, especially due to COVID-19.]
[removed: Although we have seen improvement in category growth rates,] [added: In the longer term,] we expect category growth rates to remain below historical levels.
We have [removed: also] been negatively affected by changes in the policies or practices of our retail trade customers in key markets, such as inventory de-stocking, limitations on access to shelf [removed: space or] [added: space,] delisting of our [removed: products.][added: products or sustainability, supply chain or packaging initiatives.]
In addition, the retail landscape in many of our markets continues to [removed: be impacted by] [added: evolve as a result of] the rapid growth of eCommerce retailers, changing consumer preferences (as consumers increasingly shop online) and the [removed: emergence] [added: increased presence] of alternative retail channels, such as subscription services and direct-to-consumer businesses.
In addition, given that approximately 70% of our Net sales originate in markets outside the U.S., we have experienced and will likely continue to experience [added: increasingly] volatile foreign currency fluctuations and higher raw and packaging material costs.
[removed: While we have taken, and will continue to take, measures to mitigate the effect of] [added: Should] these [removed: conditions, should they] [added: conditions] persist, they could adversely affect our future results.
For more information about factors that could impact our [removed: business] [added: business, including due to COVID-19,] see [added: “Risk Factors” in] Part I, Item 1A [removed: "Risk Factors."][added: of this Annual Report.]
This section of this Annual Report on Form 10-K generally discusses [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
Discussions of [removed: 2017] [added: 2018] items and year-to-year comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] that are not included in this Annual Report on Form 10-K can be found in [removed: "Management’s] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2018.][added: 2019.]
Worldwide Net sales were [removed: $15,693] [added: $16,471] in [removed: 2019,] [added: 2020,] up [removed: 1.0%] [added: 5.0%] from [removed: 2018,] [added: 2019,] as volume growth of [removed: 2.5%] [added: 5.5%] and net selling price increases of [removed: 2.0%] [added: 3.0%] were partially offset by negative foreign exchange of 3.5%.
Organic sales (Net sales excluding, as applicable, the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure as discussed below, increased [removed: 4.0%] [added: 7.0%] in [removed: 2019.][added: 2020.]
Net sales in the Oral, Personal and Home Care product segment were [removed: $13,168] [added: $13,588] in [added: 2020, up 3.0% from] 2019, [removed: even with 2018,] as volume growth of [removed: 2.5%] [added: 4.5%] and net selling price increases of [removed: 1.5%] [added: 3.5%] were [added: partially] offset by negative foreign exchange of [removed: 4.0%.][added: 5.0%.]
Organic sales in the Oral, Personal and Home Care product segment increased [removed: 3.5%] [added: 6.0%] in [removed: 2019.][added: 2020.]
The increase in organic sales in [removed: 2019] [added: 2020] versus [removed: 2018] [added: 2019] was due to increases in Oral Care, Personal Care and Home Care organic sales.
The increase in Personal Care was primarily due to organic sales growth in the [removed: skin health, body wash, bar soap, shampoo] [added: liquid hand soap] and [removed: underarm protection] [added: body wash] categories, partially offset by a decline in organic sales in the [removed: liquid hand soap] [added: underarm protection] category.
The increase in Home Care was due to organic sales growth in the [added: hand dish and] liquid cleaner [removed: and fabric softener] categories.
The Company’s share of the global toothpaste market was [removed: 41.1%] [added: 39.8%] for full year [removed: 2019,] [added: 2020,] down 0.7 share points from full year [removed: 2018,] [added: 2019,] and its share of the global manual toothbrush market was [removed: 31.6%] [added: 31.1%] for full year [removed: 2019, down 0.5] [added: 2020, up 0.2] share points from full year [removed: 2018.][added: 2019.]
Full year [removed: 2019] [added: 2020] market shares in toothpaste were [added: up in North America and Latin America,] flat in Europe and down in [removed: all other operating units] [added: Asia Pacific and Africa/Eurasia] versus full year [removed: 2018.][added: 2019.]
In the manual toothbrush category, full year [removed: 2019] [added: 2020] market shares were [added: up in North America, Latin America, Europe and Africa/Eurasia and] down in [removed: all operating units] [added: Asia Pacific] versus full year [removed: 2018.][added: 2019.]
Net sales for Hill’s Pet Nutrition were [removed: $2,525] [added: $2,883] in [removed: 2019,] [added: 2020,] an increase of [removed: 6.0%] [added: 14.0%] from [removed: 2018,] [added: 2019,] driven by volume growth of [removed: 3.5%] [added: 10.5%] and net selling price increases of 4.0%, partially offset by negative foreign exchange of [removed: 1.5%.][added: 0.5%.]
Organic sales for Hill’s Pet Nutrition increased [removed: 7.5%] [added: 14.5%] in [removed: 2019.][added: 2020.]
The increase in organic sales in [removed: 2019] [added: 2020] versus [removed: 2018] [added: 2019] was primarily due to increases in organic sales in the Science Diet and Prescription Diet categories.
Business Organization
Colgate-Palmolive Company (together with its subsidiaries, “we,” “us” “our” the “Company” or “Colgate”) is a caring, innovative growth company reimagining a healthier future for all people, their pets and our planet.
We seek to deliver sustainable, profitable growth and superior shareholder returns, as well as to provide Colgate people with an innovative and inclusive work environment.
We do this by developing and selling products globally that make people’s lives healthier and more enjoyable and by embracing our sustainability and social impact and diversity, equity and inclusion strategies across our organization.
We are engaged in manufacturing and sourcing of products and materials on a global scale and have major manufacturing facilities, warehousing facilities and distribution centers in every region around the world.
COVID-19
The COVID-19 pandemic and government steps to reduce the spread and address the impact of COVID-19 have had and continue to have a profound impact on the way people live, work, interact and shop and have significantly impacted and will likely continue to impact economic activity around the world.
We have a well-established Crisis Management Team (“CMT”) process, and the CMT, together with our senior management team and Colgate people around the world, continue to respond to and manage the challenges presented by COVID-19.
During the year ended December 31, 2020, many of the communities in which we manufacture, market and sell our products experienced unprecedented “stay at home” orders, travel or movement restrictions and other government actions to reduce the spread and address the impact of COVID-19, and have implemented varying policies to resume economic activity.
The situation continues to be uncertain and varies by geography, as infection rates of COVID-19 continue to increase in many regions throughout the world, and authorities have taken different approaches to address the pandemic and resume economic activity.
Because the vast majority of our products (such as oral care products, soaps and other personal hygiene products, home cleaners and pet food) have been deemed essential for the health and well-being of people and their pets, we have, in most instances, been able to continue operating our business.
In doing so, the health, safety and well-being of our employees has been and remains our first priority.
Many of our employees globally continue to work from home.
In those instances where our employees cannot perform their work at home, such as in our factories and in certain of our laboratories, or in geographies where circumstances have allowed us to offer employees the ability to return to the office, often on a voluntary and staggered basis, we have implemented additional health and safety measures and social distancing protocols, consistent with government recommendations and/or requirements, to help to ensure their safety, often at an additional cost.
In addition, during the year ended December 31, 2020, we experienced some limited factory closures and, in some cases, we have seen increased instances of absenteeism.
Furthermore, some of our suppliers, customers, distributors, logistics providers and service providers have experienced disruptions to their businesses.
We saw a significant increase in demand across many of our categories in the year ended December 31, 2020, such as liquid hand soap, dish liquid, bar soap and cleaners, driven by consumer pantry-loading and increased consumption of our products.
We believe that some of the increase in consumption in these categories is sustainable in light of changes in consumer behavior related to COVID-19.
In other categories, such as oral care and pet food, consumer demand trends continued to normalize in the second half of the year ended December 31, 2020.
Across our business, changes in consumer demand for our products vary by product category and geography depending on, among other things, the severity of the COVID-19 outbreak and retailer availability.
At the same time, during the year ended December 31, 2020, we experienced declines in certain channels, including professional sales and travel retail, due to the economic slowdown and restricted consumer movement in many geographies throughout the world.
We also continue to see changes in the purchasing patterns of our consumers, including the nature and/or frequency of visits by consumers to retailers and dental, veterinary and skin health professionals and a shift in many markets to purchasing our products online.
In some instances during the year ended December 31, 2020, we were not able to keep up with the increased consumer demand for our products, and our products were at times out of stock on retailers’ shelves.
In some cases, we have incurred additional costs as we worked to meet this increased demand.
Despite continuing to significantly ramp up production of in-demand products, we expect that some of our products may continue to be out of stock on retailers’ shelves for a period of time.
COVID-19 and government steps to reduce the spread and address the impact of COVID-19 have impacted and may continue to impact our consumers’ ability to purchase and our ability to manufacture and distribute our products.
While we believe that, in the long-term, consumer demand for the products in our categories will continue to be strong, uncertainties continue surrounding the timing and extent of the pandemic and the recovery from it.
These uncertainties include: the impact of the timing and scale of changes to travel and movement restrictions in certain geographies, the availability and widespread distribution and use of safe and effective COVID-19 vaccines and when communities will reach herd immunity, the timing and impact of consumer pantry-loading and destocking activity in certain markets, product demand trends and the impact of COVID-19 on the global economy.
Our retail customers, contract manufacturers, logistics providers and other third parties are also being impacted by the global pandemic; their success in addressing COVID-19 and maintaining their operations could impact consumer access to and sales of our products.
We expect the ongoing economic impact and health concerns associated with COVID-19 to continue to impact consumer behavior, shopping patterns and consumption preferences despite the lifting of government restrictions and the reopening of economies around the world.
While we currently expect to be able to continue operating our business as described above and we intend to continue to work with government authorities and to follow the necessary protocols to maintain the health and safety of our employees and contract providers, uncertainty resulting from COVID-19 could result in an unforeseen additional disruption to our business, including our global supply chain and retailer network, and/or require us to incur additional operational costs.
For more information about the anticipated COVID-19 impact, see “Outlook” below.
Business Strategy
The investments needed to drive growth are supported by strong cash flow performance and our disciplined capital allocation strategy.
The provision for income taxes for the year ended December 31, 2020 includes $71 of income tax benefits, of which $45 relates to previously recorded foreign withholding taxes and $26 relates to a previously recorded valuation allowance against a deferred tax asset.
As described more fully in “Results of Operations-Income Taxes,” below, both items were previously recorded in connection with the charge recorded in 2017 and revised in 2018 related to the Tax Cuts and Jobs Act (the “TCJA”).
Initiatives under the Global Growth and Efficiency Program fit within the program’s three focus areas of expanding commercial hubs, extending shared business services and streamlining global functions and optimizing the global supply chain and facilities.
During the year ended December 31, 2020, we adjusted the accrual balances related to certain projects approved prior to the conclusion of the Global Growth and Efficiency Program to reflect our revised estimate of remaining liabilities, which resulted in a reduction of $16 ($13 aftertax) to restructuring accruals.
No new restructuring projects were approved for implementation during the year ended December 31, 2020.
In the third quarter of 2020, we completed the purchase of the outstanding non-controlling interest of Filorga’s joint venture based in Hong Kong and covering the Hong Kong and China markets for approximately €85 (approximately $99) in cash.
Colgate-Palmolive Company (together with its subsidiaries, “we,” the “Company” or “Colgate”) 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.
(Dollars in Millions Except Per Share Amounts)
(Dollars in Millions Except Per Share Amounts)
Filorga is a premium anti-aging skin health brand focused primarily on facial care.
The acquisition was financed with a combination of debt and cash.
In January 2018, the Company acquired all of the outstanding equity interests of Physicians Care Alliance, LLC and Elta MD Holdings, Inc., professional skin health businesses, for aggregate cash consideration of approximately $730.
As a result of the enactment of the Tax Cuts and Jobs Act (the “TCJA” or “U.S. tax reform”), in the fourth quarter of 2017, the Company recorded a provisional charge of $275 based on its initial analysis of the TCJA using information and estimates available as of February 15, 2018, the date on which the Company filed its Annual Report on Form 10-K for the year ended December 31, 2017.
During 2018, the Company finalized its assessment of the impact of the TCJA and recognized an additional tax expense of $80 reflecting the impact of transition tax guidance issued by the U.S. Treasury and the update of certain estimates and calculations based on information available through the end of 2018.
The program’s initiatives were designed to help us ensure sustained solid worldwide growth in unit volume, organic sales, operating profit and earnings per share and to enhance our global leadership positions in our core businesses.
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| ▪ | Expanding Commercial Hubs |
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| ▪ | Extending Shared Business Services and Streamlining Global Functions |
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| ▪ | Optimizing Global Supply Chain and Facilities |
Savings, substantially all of which have been realized, are projected to be in the range of $640 to $660 pretax ($580 to $590 aftertax) annually.
Substantially all of the savings are expected to increase future cash flows.
Total pretax charges resulting from the Global Growth and Efficiency Program were $1,854 pretax ($1,380 aftertax), in line with the previously disclosed range.
Effective January 1, 2019, as required by the Financial Accounting Standards Board ("FASB"), the Company adopted ASU No. 2016-02, "Leases (Topic 842)," which superseded Topic 840, "Leases," which was further modified in ASU No. 2018-10, "Codification Improvements to Topic 842, Leases," ASU No. 2018-11, "Leases (Topic 842) Targeted Improvements" and ASU No. 2019-01 "Leases (Topic 842) Codification Improvements" to clarify the implementation guidance.
The new accounting standard required the recognition on the balance sheet of right-of-use assets and leases liabilities for all long-term leases, including operating leases.
The Company elected the optional transition method and adopted the new guidance on January 1, 2019, on a modified retrospective basis, with no restatement of prior period amounts.
As allowed under the new accounting standard, the Company elected to apply practical expedients to carry forward the original lease determinations, leases classifications and accounting of initial direct costs for all asset classes at the time of adoption.
The Company also elected not to separate lease components from non-lease components and to exclude short-term leases from its Consolidated Balance Sheet.
The Company's adoption of the new standard resulted in the recognition of right-of-use assets of $458 and liabilities of $574, with no material cumulative effect adjustment to equity as of the date of adoption.
In connection with the adoption of this guidance, as required, the Company reclassified certain restructuring reserves incurred in connection with the Global Growth and Efficiency Program (see Note 4, Restructuring and Related Implementation Charges to the Consolidated Financial Statements for additional information) and deferred rent liabilities as reductions to lease assets.
In addition, although we are taking steps to mitigate the impact of the novel coronavirus on our business, we expect it will negatively impact our business and results of operations in the near term.
Because this situation is continuing to develop, the full extent of the impact is not yet known and will depend on, among other things, the duration of quarantines and other travel restrictions, both within China and into and out of China, and the degree to which the virus spreads beyond currently affected geographies.
In summary, we believe we are well prepared to meet the challenges ahead due to our strong financial condition, experience operating in challenging environments and continued focus on our key priorities: growing sales through engaging with consumers, developing world-class innovation and working with retail partners; driving efficiency on every line of the income statement to increase margins; generating strong cash flow performance and utilizing that cash effectively to enhance total shareholder return; and leading to win by staying true to the Company’s culture and focusing on its stakeholders.
Our commitment to these priorities, together with the strength of our global brands, our broad international presence in both developed and emerging markets and cost-saving initiatives, such as our funding-the-growth initiatives, should position us well to increase shareholder value over the long term.
The Company’s acquisition of Filorga increased volume by 0.5%.
The Company’s acquisition of Filorga increased volume by 0.5%.
Worldwide Gross profit margin was 59.4% in 2019, even with 2018.
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An excerpt. Shown here: 40 of 338 rewritten, 40 of 246 added and 40 of 364 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2020 filing and the FY2019 filing.
Item 1. BUSINESS
53 rewritten, 84 added, 14 removed, 12 unchanged
Read the full itemFY2020 item · filed February 18, 2021FY2019 item · filed February 21, 2020
[removed: Colgate-Palmolive Company (together with its subsidiaries, the “Company” or “Colgate”) is a leading consumer products company whose] [added: Our] products are marketed in over 200 countries and territories throughout the world.
For recent business developments and other information, refer to the information set forth under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Executive Overview,” “– Outlook,” “–Results of [removed: Operations,” “–Restructuring and Related Implementation Charges”] [added: Operations”] and “– Liquidity and Capital Resources” in Part II, Item 7 of this report.
[removed: The Company operates] [added: We operate] in two product segments: Oral, Personal and Home Care; and Pet Nutrition.
[removed: Colgate is] [added: We are] a leader in Oral Care with global leadership in the toothpaste and manual toothbrush categories according to market share data.
[removed: Colgate’s] [added: Our] Oral Care business also includes pharmaceutical products for dentists and other oral health professionals.
[removed: Colgate is] [added: We are] a leader in many product categories of the Personal Care market with global leadership in liquid hand soap, [removed: which it sells under the Softsoap, Palmolive and Protex brands] according to market share [removed: data.][added: data, which we sell under brands such as Palmolive, Protex and Softsoap.]
[removed: Colgate’s] [added: Our] Personal Care products also include [removed: Protex,] [added: Irish Spring,] Palmolive and [removed: Irish Spring] [added: Protex] bar soaps, [added: Irish Spring,] Palmolive, Sanex and Softsoap shower gels, [added: Lady] Speed Stick, [removed: Sanex and Lady] [added: Sanex,] Speed Stick [added: and Tom’s of Maine] deodorants and antiperspirants, [removed: Filorga, Elta MD] [added: EltaMD, Filorga] and PCA Skin skin health products and Palmolive [removed: and Caprice] shampoos and conditioners.
[removed: Colgate manufactures] [added: We manufacture] and [removed: markets] [added: market] a wide array of products for the Home Care market, including [removed: Palmolive] [added: Ajax, Axion] and [removed: Ajax] [added: Palmolive] dishwashing liquids and [removed: Fabuloso, Murphy’s Oil Soap] [added: Ajax, Fabuloso] and [removed: Ajax] [added: Murphy] household cleaners.
[removed: Colgate is] [added: We are] a market leader in fabric conditioners with leading brands, including Suavitel in Latin America, Soupline in Europe, and Cuddly in the South Pacific, according to market share data.
Sales of Oral, Personal and Home Care products accounted for [removed: 46%, 20%] [added: 44%, 21%] and 18%, respectively, of [removed: the Company’s] [added: our] total worldwide Net sales in [removed: 2019.][added: 2020.]
Geographically, Oral Care is a significant part of [removed: the Company’s] [added: our] business in Asia Pacific, comprising approximately [removed: 82%] [added: 81%] of Net sales in that region for [removed: 2019.][added: 2020.]
[removed: Colgate, through its] [added: Through our] Hill’s Pet Nutrition segment (“Hill’s” or “Pet Nutrition”), [removed: is] [added: we are] a world leader in specialty pet nutrition products for dogs and cats with products marketed in over 80 countries and territories worldwide.
Sales of Pet Nutrition products accounted for [removed: 16%] [added: 17%] of [removed: the Company’s] [added: our] total worldwide Net sales in [removed: 2019.][added: 2020.]
For more information regarding [removed: the Company’s] [added: our] worldwide Net sales by product category, refer to Note 1, Nature of Operations and Note 14, Segment Information to the Consolidated Financial Statements.
[removed: The Company’s] [added: Our] Oral, Personal and Home Care products are sold to a variety of traditional and eCommerce retailers, wholesalers and distributors worldwide.
[removed: The Company’s] [added: Our] sales to Wal-Mart, Inc. and its affiliates represent approximately [removed: 11%] [added: 12%] of [removed: the Company’s] [added: our] Net sales in [removed: 2019.][added: 2020.]
No other customer represents more than 10% of [removed: the Company’s] [added: our] Net sales.
[removed: The Company supports its] [added: We support our] products with advertising, promotion and other marketing (with increasing emphasis on digital) to build awareness and trial of [removed: the Company’s] [added: our] products.
[removed: The Company’s] [added: Our] products are marketed by a direct sales force at individual operating subsidiaries or business [removed: units,] [added: units] and by distributors or brokers.
The majority of raw and packaging materials used in [removed: the Company’s] [added: our] products is purchased from other companies and is available from several sources.
No single raw or packaging material represents, and no single supplier provides, a significant portion of [removed: the Company’s] [added: our] total material requirements.
For certain materials, however, new suppliers may have to be qualified under industry, governmental [removed: and] [added: and/or] Colgate standards, which can require additional investment and take some period of time.
Raw and packaging material commodities, such as [removed: resins,] essential oils, [added: resins,] pulp, tropical oils, tallow, [removed: poultry, corn] [added: corn, poultry] and soybeans, are subject to market price variations.
[removed: The Company’s] [added: Our] products are sold in a highly competitive global marketplace which has experienced increased [added: retail] trade concentration, the rapid growth of eCommerce, the integration of traditional and digital operations at key retailers and the growing presence of large-format retailers and discounters.
Products similar to those [removed: produced] [added: that we produce] and [removed: sold by the Company] [added: sell] are available from multinational and local competitors in the U.S. and overseas.
Certain of [removed: the Company’s] [added: our] competitors are larger and have greater resources than [removed: the Company.][added: we do.]
In certain geographies, [removed: the Company] [added: we] also [removed: faces] [added: face] strong local competitors, who may be more agile and have better local consumer insights than [removed: the Company.][added: we do.]
Private label brands sold by retailers are also a source of competition for certain of [removed: the Company’s] [added: our] products.
The retail landscape in many of [removed: the Company’s] [added: our] markets continues to [removed: be impacted by] [added: evolve as a result of] the rapid growth of eCommerce retailers, changing consumer preferences (as consumers increasingly shop online) and the [removed: emergence] [added: increased presence] of alternative retail channels, such as subscription services and direct-to-customer businesses.
[removed: The Company faces] [added: We face] competition in several aspects of [removed: its] [added: our] business, including pricing, promotional activities, new product and brand introductions and expansion into new geographies and channels.
Product quality, innovation, brand recognition, marketing capability and acceptance of new products and brands largely determine success in [removed: the Company’s] [added: Colgate’s] operating segments.
[removed: The Company considers] [added: We consider] trademarks to be of material importance to [removed: its] [added: our] business.
[removed: The Company follows] [added: We follow] a practice of seeking trademark protection in the U.S. and throughout the world where [removed: the Company’s] [added: our] products are sold.
Principal global and regional trademarks include Colgate, Palmolive, elmex, [added: hello,] meridol, [added: Sorriso,] Tom’s of Maine, [removed: Sorriso, Hello, Speed Stick,] [added: EltaMD, Filorga, Irish Spring,] Lady Speed Stick, [removed: Softsoap, Irish Spring, Protex, Sanex, Filorga, Elta MD,] PCA Skin, [added: Protex, Sanex, Softsoap, Speed Stick,] Ajax, Axion, Fabuloso, [added: Murphy,] Soupline and Suavitel, as well as Hill’s Science Diet and Hill’s Prescription Diet.
[removed: The Company’s] [added: Our] rights in these trademarks endure for as long as they are used and/or registered.
Although [removed: the Company] [added: we] actively [removed: develops] [added: develop] and [removed: maintains] [added: maintain] a portfolio of patents, no single patent is considered significant to the business as a whole.
The following is a list of [added: our] executive officers as of February [removed: 21, 2020:][added: 18, 2021:]
| Name | | [added: | | | |] Age | | [added: | | | |] Date First Elected Officer | | [added: | | | |] Present Title | [added: | |]
| Noel R. Wallace | | [removed: 55] | | [added: | | 56 | | | | | |] 2009 | | [added: | | | | Chairman of the Board,] President and Chief Executive Officer | [added: | |]
| [removed: Daniel B. Marsili] [added: Sally Massey] | | [removed: 59] | | [removed: 2005] | | [added: 47 | | | | | | 2020 | | | | | |] Chief Human Resources Officer | [added: | |]
Colgate-Palmolive Company (together with its subsidiaries, “we,” "us," "our," the “Company” or “Colgate”) is a caring, innovative growth company reimagining a healthier future for all people, their pets and our planet.
We seek to deliver sustainable, profitable growth and superior shareholder returns, as well as provide Colgate people with an innovative and inclusive work environment.
We do this by developing and selling products globally that make people’s lives healthier and more enjoyable and by embracing our sustainability and social impact and diversity, equity and inclusion strategies across our organization.
We sell our toothpastes under brands such as Colgate, Darlie, elmex, hello, meridol, Sorriso and Tom’s of Maine, our toothbrushes under brands such as Colgate, Darlie, elmex and meridol and our mouthwashes under brands such as Colgate, elmex and meridol.
In addition, the substantial growth in eCommerce has encouraged the entry of new competitors and business models.
COVID-19 has accelerated these trends, either on a temporary or permanent basis, and we have witnessed consumers changing their purchasing patterns, including the nature and/or frequency of visits by consumers to retailers and dental, veterinary and skin health professionals as well as a shift, in many markets, to purchasing our products online.
COVID-19
COVID-19 and government steps to reduce the spread and address the impact of COVID-19 have had and continue to have a profound impact on the way people live, work, interact and shop and have significantly impacted and may continue to impact economic activity around the world.
During 2020, many of the communities in which we manufacture, market and sell our products experienced unprecedented “stay at home” orders, travel or movement restrictions and other government actions to reduce the spread and address the impact of COVID-19, and have implemented varying policies to resume economic activity.
Because the vast majority of our products (such as oral care products, soaps and other personal hygiene products, home cleaners and pet food) have been deemed essential for the health and well-being of people and their pets, we have, in most instances, been able to continue operating our business.
In doing so, the health, safety and well-being of our employees has been and remains our first priority.
In addition, some of our suppliers, customers, distributors and service providers have experienced disruptions to their businesses.
We saw a significant increase in demand across many of our categories in 2020, driven by consumer pantry-loading and increased consumption of our products in response to COVID-19.
This was particularly true in certain categories, such as liquid hand soap, dish liquid, bar soap and cleaners, and we believe that some of the increase in consumption in these categories is sustainable in light of changes in consumer behavior related to COVID-19.
As a result, we have seen and expect to continue to see heightened competitive activity from our competitors in certain categories, including more aggressive product claims and marketing challenges and the marketing of new products in high demand categories.
At the same time, in 2020, we continued to experience declines in certain channels, including professional sales and travel retail, due to the economic slowdown and restricted consumer movement in many geographies throughout the world.
We also continue to see changes in the purchasing patterns of our consumers, including the nature and/or frequency of visits by consumers to retailers and dental, veterinary and skin health professionals and a shift in many markets to purchasing our products online.
COVID-19 and government steps to reduce the spread and address the impact of COVID-19 have impacted and may continue to impact our consumers’ ability to purchase and our ability to manufacture and distribute our products.
We expect the ongoing economic impact and health concerns associated with COVID-19 to continue to impact consumer behavior, shopping patterns and consumption preferences despite the lifting of government restrictions and the reopening of economies around the world.
For additional information regarding COVID-19’s impact on our business, see Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Overview.”
Government Regulations
As a global company, we are subject to extensive governmental regulations, including environmental rules and regulations, in the U.S. and abroad.
The most significant government regulations that impact our business are discussed below.
It is our policy and practice to comply with all government regulations applicable to our business.
In 2020, compliance with these regulations did not have, and we do not expect such compliance in the future to have, a material adverse effect on our capital expenditures, earnings or competitive position.
For further discussion of how global legal and regulatory requirements may impact our business, see Part I, Item 1A, “Risk Factors.”
*Product Development*: Legal and regulatory requirements apply to most aspects of our products, including their development, ingredients, formulation, manufacture, packaging content, labeling, storage, transportation, distribution, export, import, advertising, sale and environmental impact.
U.S. federal authorities, including the U.S. Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the Occupational, Health and Safety Administration 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.
*Anti-Corruption, Anti-Bribery, Commercial Bribery and Competition*: We are subject to anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act and other laws that generally prohibit the making or offering of improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage, and laws that prohibit commercial bribery.
In addition, our selling practices are regulated by competition law authorities in the U.S. and abroad.
*Privacy and Data Protection*: Our collection, storage, transfer and/or processing of customer, consumer, employee, vendor and other stakeholder information and personal data is subject to privacy, data use and data security regulations in the U.S. and abroad, including the General Data Protection Regulation and the California Consumer Privacy Act of 2018.
Human Capital Management
Human capital matters at Colgate are managed by our Global Human Resources function, led by our Chief Human Resources Officer, with oversight from the Personnel and Organization Committee of our Board of Directors (the "Board").
As of December 31, 2020, we had approximately 34,200 employees based in over 100 countries.
Approximately 70% of our revenues are generated from markets outside the U.S. and 86% of our employees are located outside the U.S. Approximately 36% of our employees are based in Asia Pacific, 30% are based in Latin America, 15% are based in North America, 14% are based in Europe and 5% are based in Africa/Eurasia.
Our global workforce covers a broad range of functions, from manufacturing employees to management personnel and certain of our employees are represented by unions or works councils.
Colgate’s Culture and Core Values
As we work to achieve Colgate’s purpose to reimagine a healthier future for all people, their pets and our planet, Colgate people, working around the world, share a commitment to our three core corporate values: Caring, Global Teamwork and Continuous Improvement.
These values are reflected not only in the quality of our products and reputation, but also in our dedication to serving the communities where we live and work, as reflected in our sustainability and social impact and diversity, equity and inclusion strategies.
With these values, we work to maintain a strong culture based on integrity, ethical behavior and a commitment to doing the right thing.
Colgate’s Oral Care products include Colgate Maximum Cavity Protection, Colgate Total, Colgate Triple Action, Darlie Double Action, Colgate Max Fresh, Colgate Optic White, Colgate Whitening and Colgate Max White toothpastes, Colgate 360°, Colgate Extra Clean and Colgate Slim Soft manual toothbrushes and Colgate Plax, meridol and Colgate Total mouthwashes.
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 approximately $46 million for 2019.
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, 2019, the Company employed approximately 34,300 employees.
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| Ian Cook | | 67 | | 1996 | | Executive Chairman |
| Henning I. Jakobsen | | 59 | | 2017 | | Chief Financial Officer |
| John J. Huston | | 65 | | 2002 | | Senior Vice President, Chief of Staff |
An excerpt. Shown here: 40 of 53 rewritten, 40 of 84 added and all 14 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
Item 3. LEGAL PROCEEDINGS
13 rewritten, 11 added, 14 removed, 39 unchanged
Read the full itemFY2020 item · filed February 18, 2021FY2019 item · filed February 21, 2020
For those matters disclosed below for which the amount of any potential losses can be reasonably estimated, the Company currently estimates that the aggregate range of reasonably possible losses in excess of any accrued liabilities is $0 to approximately [removed: $225] [added: $425] million (based on current exchange rates).
The tax assessments with interest, penalties and any court-mandated fees, at the current exchange rate, are approximately [removed: $152] [added: $113] million.
In [added: each of] September 2015, [added: February 2017, June 2018, April 2019 and September 2020,] the Company lost [removed: one of its appeals at the] [added: an] administrative [removed: level] [added: appeal] and [added: subsequently] filed [removed: a lawsuit] [added: an appeal] in Brazilian federal court.
In December 2005, the Brazilian internal revenue authority issued to the Company’s Brazilian subsidiary a tax assessment with interest, penalties and any court-mandated fees of approximately [removed: $63] [added: $50] 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.
Certain of the Company’s subsidiaries [removed: have] [added: were] historically [removed: been] subject to [removed: investigations,] [added: actions] and, in some cases, fines, by governmental authorities in a number of countries related to alleged competition law violations.
The status as of December 31, [removed: 2019] [added: 2020] of [added: such] competition law matters pending against the Company during the year ended December 31, [removed: 2019] [added: 2020] is set forth below.
As of December 31, [removed: 2019,] [added: 2020,] there were [removed: 121] [added: 137] individual cases pending against the Company in state and federal courts throughout the United States, as compared to [removed: 239] [added: 121] cases as of December 31, [removed: 2018.][added: 2019.]
During the year ended December 31, [removed: 2019, 110] [added: 2020, 65] new cases were filed and [removed: 228] [added: 49] cases were resolved by voluntary dismissal, [added: settlement or] dismissal by the [removed: court, judgment in the Company’s favor or settlement.][added: court.]
The value of the settlements [removed: and of the adverse jury verdict] in the [removed: year] [added: years] presented was not material, either individually or in the aggregate, to [added: each] such period’s results of operations.
[removed: The Company believes that a] [added: A] significant portion of [removed: its] [added: the Company’s] costs incurred in defending and resolving these claims [added: has been, and the Company believes] will [removed: be] [added: continue to be,] covered by insurance policies issued by several primary, excess and umbrella insurance carriers, subject to deductibles, exclusions, retentions and policy limits.
With the exception of [removed: the] [added: one] case where the Company received an adverse jury [removed: verdict,] [added: verdict in] the [added: second quarter of 2019 that the Company has appealed, the] range of reasonably possible losses in excess of accrued liabilities disclosed above does not include any amount relating to these cases because the amount of any possible losses from such cases currently cannot be reasonably estimated.
In June 2016, a putative class action claiming that residual annuity payments made to certain participants in the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Plan”) did not comply with the Employee Retirement Income Security Act was filed against the Plan, the Company and certain individuals [added: (the “Company Defendants”)] in the United States District Court for the Southern District of New [removed: York.][added: York (the “Court”).]
This action [removed: has been] [added: was] certified as a class [removed: action.][added: action in July 2017.]
Currently, there are five appeals pending in the Brazilian federal court.
Competition Matter
▪In July 2014, the Greek competition law authority issued a statement of objections alleging a restriction of parallel imports into Greece.
The Company responded to this statement of objections.
In July 2017, the Company received the decision from the Greek competition law authority in which the Company was fined $11 million.
The Company appealed the decision to the Greek courts.
In April 2019, the Greek courts affirmed the judgment against the Company’s Greek subsidiary, but reduced the fine to $10.5 and dismissed the case against Colgate-Palmolive Company.
The Company’s Greek subsidiary and the Greek competition authority have appealed the decision to the Greek Supreme Court.
In July 2020, the Court granted in part and denied in part the Company Defendants’ motion for summary judgment and dismissed certain claims on consent of the parties.
In August 2020, the Court granted the plaintiffs’ motion for summary judgment on the remaining claims.
The Company and the Plan are contesting this action vigorously and, in September 2020, appealed to the United States Court of Appeals for the Second Circuit.
There is one case currently on appeal at the administrative level.
In the event the Company is ultimately unsuccessful in this administrative appeal, further appeals are available within the Brazilian federal courts.
In February 2017, the Company lost an additional administrative appeal and filed a lawsuit in Brazilian federal court.
In April 2019, the Company lost another administrative appeal and filed a lawsuit in Brazilian federal court.
Competition Matters
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| ▪ | In December 2014, the French competition law authority found that 13 consumer goods companies, including the Company’s French subsidiary, exchanged competitively sensitive information related to the French home care and personal care sectors, for which the Company’s French subsidiary was fined $57 million. In addition, as a result of the Company’s acquisition of the Sanex personal care business in 2011 from Unilever N.V. and Unilever PLC (together with Unilever N.V., “Unilever”) pursuant to a Business and Share Sale and Purchase Agreement (the “Sale and Purchase Agreement”), the French competition law authority found that the Company’s French subsidiary, along with Hillshire Brands Company (formerly Sara Lee Corporation (“Sara Lee”)), were jointly and severally liable for fines of $25 million assessed against Sara Lee’s French subsidiary. The Company is indemnified for these fines by Unilever pursuant to the Sale and Purchase Agreement. The fines were confirmed by the Court of Appeal in October 2016. The Company appealed the decision of the Court of Appeal on behalf of the Company and Sara Lee in the French Supreme Court. In March 2019, the French Supreme Court denied the Company’s appeal. |
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| ▪ | In July 2014, the Greek competition law authority issued a statement of objections alleging a restriction of parallel imports into Greece. The Company responded to this statement of objections. In July 2017, the Company received the decision from the Greek competition law authority in which the Company was fined $11 million. The Company appealed the decision to the Greek courts. In April 2019, the Greek courts affirmed the judgment against the Company’s Greek subsidiary, but reduced the fine to $10.5 and dismissed the case against Colgate-Palmolive Company. The Company’s Greek subsidiary has appealed the decision to the Greek Supreme Court. |
During the year ended December 31, 2019, one case resulted in a jury verdict in favor of the Company after a trial, which is now pending appeal by the plaintiff, and one case resulted in an adverse jury verdict after a trial, which the Company is appealing.
The Company is contesting this action vigorously.
Since the amount of any potential loss from this case currently cannot be reasonably estimated, the range of reasonably possible losses in excess of accrued liabilities disclosed above does not include any amount relating to the case.
Cover and table of contents
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[removed: FORM 10-K][added: FORM 10-K]
| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]
| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
Commission File [removed: Number 1-644][added: Number 1-644]
[removed: ][added: ]
| Delaware | | [added: | | | |] 13-1815595 | [added: | |]
| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]
| 300 Park Avenue | | | [added: | | | | | |]
| New York, | [added: | |] New York | [added: | |] 10022 | [added: | |]
| (Address of principal executive offices) | | [added: | | | |] (Zip Code) | [added: | |]
Registrant’s telephone number, including area [removed: code 212\-310-2000][added: code 212-310-2000]
| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]
| Common Stock, $1.00 par value | [added: | |] CL | [added: | |] New York Stock Exchange | [added: | |]
| 0.000% Notes due 2021 | [added: | |] CL21A | [added: | |] New York Stock Exchange | [added: | |]
| 0.500% Notes due 2026 | [added: | |] CL26 | [added: | |] New York Stock Exchange | [added: | |]
| 1.375% Notes due 2034 | [added: | |] CL34 | [added: | |] New York Stock Exchange | [added: | |]
| 0.875% Notes due 2039 | [added: | |] CL39 | [added: | |] New York Stock Exchange | [added: | |]
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act.][added: Act.]
[removed: Yes] [added: 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 [removed: Act.][added: Act.]
[removed: Yes] [added: 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 [removed: days. Yes ☒ No ☐][added: days.]
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 [removed: files). Yes ☒ No ☐][added: files).]
| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]
| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]
| | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange [removed: Act).][added: Act).]
[removed: Yes ☐ No] [added: Yes] ☒ [added: No ☐]
The aggregate market value of Colgate-Palmolive Company Common Stock held by non-affiliates as of June 30, [removed: 2019] [added: 2020] (the last business day of its most recently completed second quarter) was approximately [removed: $61.3] [added: $62.8] billion.
There were [removed: 855,029,777] [added: 848,562,678] shares of Colgate-Palmolive Company Common Stock outstanding as of January 31, [removed: 2020.][added: 2021.]
| Documents | [added: | |] Form 10-K Reference | [added: | |]
| Portions of Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders | [added: | |] Part III, Items 10 through 14 | [added: | |]
| Part I | | [added: | | | |] Page | [added: | |]
| Item 1. | [added: | |] Business | [removed: [1](#sA7EE53101F155360A5D758484E6AC571)] | [added: | [1](#i41f6955ad64c44db9653c749840c1125_13) | | |]
| Item 1A. | [added: | |] Risk Factors | [removed: [4](#sB4AEAC9C1E055244AAA08825C957A8C3)] | [added: | [7](#i41f6955ad64c44db9653c749840c1125_16) | | |]
| Item 1B. | [added: | |] Unresolved Staff Comments | [removed: [14](#s2A3144124B405DA7BAD603141223C784)] | [added: | [19](#i41f6955ad64c44db9653c749840c1125_19) | | |]
| Item 2. | [added: | |] Properties | [removed: [15](#s352110D76D585DB2ACF45BEFF8EB844B)] | [added: | [20](#i41f6955ad64c44db9653c749840c1125_22) | | |]
| Item 3. | [added: | |] Legal Proceedings | [removed: [16](#s8E1BC26E94C256649FB31E34CBBA952B)] | [added: | [21](#i41f6955ad64c44db9653c749840c1125_25) | | |]
| Item 4. | [added: | |] Mine Safety Disclosures | [removed: [18](#sAEF7A254343858618FF159AFE9F90346)] | [added: | [23](#i41f6955ad64c44db9653c749840c1125_28) | | |]
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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 ☐
Yes ☐ No ☒
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| Signatures | | [63](#sA113848913815AB7B522B7FABC4595B5) |
An excerpt. Shown here: 40 of 58 rewritten, all 25 added and all 27 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. PROPERTIES
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[removed: The Company owns] [added: We own] or [removed: leases] [added: lease] approximately 320 properties, which include manufacturing, distribution, research and office facilities worldwide.
In the U.S., [removed: the Company operates] [added: we operate] in approximately [removed: 60] [added: 70] properties, of which 13 are owned.
Major U.S. manufacturing and warehousing facilities used by the Oral, Personal and Home Care product segment of our business are located in [added: Cambridge, Ohio;] Greenwood, South Carolina; [removed: Morristown, Tennessee;] and [removed: Cambridge, Ohio.][added: Morristown, Tennessee.]
Overseas, [removed: the Company operates] [added: we operate] in approximately [removed: 260] [added: 250] properties, of which [removed: 60] [added: 57] are owned, in over 80 countries.
The primary research center for Oral [added: Care] and Personal Care products is located in Piscataway, New Jersey, the primary research center for Home Care products is located in Mexico and the primary research center for Pet Nutrition products is located in Topeka, Kansas.
[removed: The Company has] [added: We have] shared business service centers in India, Mexico and Poland, which are located in leased properties.
Item 4. MINE SAFETY DISCLOSURES
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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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On June 18, 2018, the Board authorized the repurchase of shares of the Company’s common stock having an aggregate purchase price of up to $5 billion under a new share repurchase program (the “2018 Program”), which replaced a previously authorized share repurchase [removed: program (the "2015 Program").][added: program.]
The following table shows the [removed: stock] [added: share] repurchase activity for the three months in the quarter ended December 31, [removed: 2019:][added: 2020:]
| Month | | [added: | | | |] Total Number of Shares Purchased(1) | | | [added: | | |] Average Price Paid per Share | | | | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | | | [added: | | |] Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(3) (in millions) | | [added: |]
[removed: | (1) | Includes] [added: (1)Includes] share repurchases under the 2018 Program and those associated with certain employee elections under the Company’s compensation and benefit programs. [removed: |]
[removed: | (2) | The] [added: (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 [removed: 71,735] [added: 59,157] shares, which represents shares deemed surrendered to the Company to satisfy certain employee elections under the Company’s compensation and benefit programs. [removed: |]
[removed: | (3) | Includes] [added: (3)Includes] approximate dollar value of shares that were available to be purchased under the publicly announced plans or programs that were in effect as of December 31, [removed: 2019. |][added: 2020.]
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| October 1 through 31, 2020 | | | | | | 2,379,383 | | | | | | $ | 78.96 | | | | | 2,353,440 | | | | | | 2,527 | | |
| November 1 through 30, 2020 | | | | | | 6,518,404 | | | | | | $ | 84.53 | | | | | 6,494,000 | | | | | | 1,978 | | |
| December 1 through 31, 2020 | | | | | | 1,770,867 | | | | | | $ | 84.85 | | | | | 1,762,057 | | | | | | 1,829 | | |
| Total | | | | | | 10,668,654 | | | | | | $ | 83.34 | | | | | 10,609,497 | | | | | | | | |
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| October 1 through 31, 2019 | | 1,174,592 | | | $ | 69.14 | | | 1,134,000 | | | 3,366 | |
| November 1 through 30, 2019 | | 609,802 | | | $ | 66.60 | | | 608,630 | | | 3,325 | |
| December 1 through 31, 2019 | | 672,010 | | | $ | 67.92 | | | 642,039 | | | 3,282 | |
| Total | | 2,456,404 | | | $ | 68.18 | | | 2,384,669 | | | | |
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Item 6. SELECTED FINANCIAL DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 9A. CONTROLS AND PROCEDURES
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The Company’s management, under the supervision and with the participation of the Company’s [added: Chairman of the Board,] President and Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, [removed: 2019] [added: 2020] (the “Evaluation”).
Based upon the Evaluation, the Company’s [added: Chairman of the Board,] President and Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective.
Management, under the supervision and with the participation of the Company’s [added: Chairman of the Board,] President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company’s internal control over financial reporting based upon the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that it [removed: is] [added: was] effective as of December 31, [removed: 2019.][added: 2020.]
The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] and has expressed an unqualified opinion in their report, which appears under “Index to Financial Statements – Report of Independent Registered Public Accounting Firm.”
This change [added: has not had and] is not expected to have a material impact on the Company’s internal controls over financial reporting.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Additional information required by this Item relating to directors, executive officers and corporate governance of the Company is incorporated herein by reference to the Company’s Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Stockholders (the [removed: “2020] [added: “2021] Proxy Statement”).
The Code of Conduct satisfies the SEC’s requirements for a Code of Ethics for senior financial officers and applies to all Company employees, including the [added: Chairman of the Board,] President and Chief Executive Officer, the Chief Financial Officer and the Vice President and Controller, and the Company’s directors.
Item 11. EXECUTIVE COMPENSATION
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The information regarding executive compensation set forth in the [removed: 2020] [added: 2021] Proxy Statement is incorporated herein by reference.
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
9 rewritten, 4 added, 19 removed, 1 unchanged
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[removed: | (a) | The] [added: (a)The] information regarding security ownership of certain beneficial owners and management set forth in the [removed: 2020] [added: 2021] Proxy Statement is incorporated herein by reference. [removed: |]
[removed: | (b) | The] [added: (b)The] Registrant does not know of any arrangements that may at a subsequent date result in a change in control of the Registrant. [removed: |]
[removed: | (c) | Equity] [added: (c)Equity] compensation plan information as of December 31, [removed: 2019: |][added: 2020:]
| Plan Category | | [added: | | | |] Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands) | | | [added: | | |] Weighted-average exercise price of outstanding options, warrants and rights | | | | [added: | |] Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) | | | [added: | | |]
| Equity compensation plans [added: not] approved by security holders | | [removed: 38,388] | | [removed: (1)] | [removed: $] | [removed: 65.04] [added: Not applicable] | | [removed: (2)] | [removed: 50,958] | | [removed: (3)] | [added: Not applicable | | | | | | Not applicable | | | | | |]
| Equity compensation plans [removed: not] approved by security holders | | [removed: Not applicable] | | | [removed: Not applicable] | [added: 29,278] | | | [removed: Not applicable] [added: (1)] | | | [added: $ | 72.06 | | (2) | | | 48,564 | | | (3) | | |]
[removed: | (1) | Consists] [added: (1)Consists] of [removed: 36,185] [added: 27,541] options outstanding and [removed: 2,203] [added: 1,737] restricted stock units awarded but not yet vested under the Company’s 2013 Incentive Compensation Plan and the Company’s 2019 Incentive Compensation Plan, respectively, as more fully described in Note 8, Capital Stock and Stock-Based Compensation Plans to the Consolidated Financial Statements. [removed: |]
[removed: | (2) | Includes] [added: (2)Includes] the weighted-average exercise price of stock options outstanding of [removed: $69.00] [added: $72] and restricted stock units of [removed: $0.00. |][added: $73.]
[removed: | (3) | Amount] [added: (3)Amount] includes [removed: 37,758] [added: 36,144] options available for issuance and [removed: 13,200] [added: 12,420] restricted stock units available for issuance under the Company’s 2019 Incentive Compensation Plan. [removed: |]
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| | | | | | | (a) | | | | | | (b) | | | | | | (c) | | | | | |
| Total | | | | | | 29,278 | | | | | | $ | 72.06 | | | | | 48,564 | | | | | |
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| Total | | 38,388 | | | $ | 65.04 | | | 50,958 | | |
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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The information regarding certain relationships and related transactions and director independence set forth in the [removed: 2020] [added: 2021] Proxy Statement is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The information regarding auditor fees and services set forth in the [removed: 2020] [added: 2021] Proxy Statement is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
44 rewritten, 51 added, 55 removed, 5 unchanged
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[removed: | (a) | Financial] [added: (a)Financial] Statements and Financial Statement Schedules [removed: |]
[removed: | (b) | Exhibits: |][added: (b)Exhibits:]
| Exhibit No. | | [added: | | | |] Description | [added: | |]
| 3-A | | [added: | | | |] [Restated Certificate of Incorporation, as amended. (Registrant hereby incorporates by reference Exhibit 3-A to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000119312508160116/dex3a.htm) | [added: | |]
| [removed: 3-B] [added: 10-N] | | [removed: [By-laws, as amended.] [added: | | | | [Separation Agreement between Henning Jakobsen and Colgate-Palmolive Company.] (Registrant hereby incorporates by reference Exhibit [removed: 3.1] [added: 10.1] to its Current Report on Form 8-K filed on [removed: January 15, 2016,] [added: October 30, 2020,] File No. [removed: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000093041316004954/c83669_ex3-1.htm)] [added: 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000115752320001399/a52317130ex10_1.htm)] | [added: | |]
| 4 | [added: | |] a) | [added: | |] [Description of Securities of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/21665/000002166520000004/exhibit4a12312019.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit4a12312020.htm)] | [added: | |]
| | [added: | |] b) | [added: | |] Indenture, dated as of November 15, 1992, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) as Trustee. (Registrant hereby incorporates by reference Exhibit 4.1 to its Registration Statement on Form S-3 and Post-Effective Amendment No. 1 filed on June 26, 1992, Registration No. 33-48840.)(1) | [added: | |]
| | [added: | |] c) | [added: | |] [Colgate-Palmolive Company Employee Stock Ownership Trust Agreement dated as of June 1, 1989, as amended. (Registrant hereby incorporates by reference Exhibit 4-B (b) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000094018000000960/0000940180-00-000960-0002.txt) | [added: | |]
| 10-A | [added: | |] a) | [added: | |] [Colgate-Palmolive 2019 Incentive Compensation Plan. (Registrant hereby incorporates by reference Annex C to its 2019 Notice of Annual Meeting and Proxy Statement, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000120677419001074/cl3440361-def14a.htm#AnnexCColgatePalmoliveCompany2019IncentiveCompensationPlan) | [added: | |]
| | [added: | |] b) | [added: | |] [Form of Nonqualified Option Award Agreement used in connection with grants under the Colgate-Palmolive Company 2019 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit 10-C to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000002166519000022/exhibit10c093019q319.htm) | [added: | |]
| | [added: | |] c) | [added: | |] [Form of Restricted Stock Unit Award Agreement used in connection with grants under the Colgate-Palmolive Company 2019 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit 10-D to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000002166519000022/exhibit10d093019q319.htm) | [added: | |]
| 10-B | [added: | |] a) | [added: | |] [Colgate-Palmolive Company 2013 Incentive Compensation Plan. (Registrant hereby incorporates by reference Annex B to its 2013 Notice of Annual Meeting and Proxy Statement, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000093041313001901/c73031_def14a.htm#c73031a043_v1) | [added: | |]
| | [added: | |] b) | [added: | |] [Form of Nonqualified Option Award Agreement used in connection with grants under the 2013 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit 10-A (b) to its Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-ab12312017.htm) | [added: | |]
| | [added: | |] c) | [added: | |] [Form of Restricted Stock Unit Award Agreement used in connection with grants under the 2013 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit 10-A (c) to its Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-ac12312017.htm) | [added: | |]
| | [added: | |] d) | [added: | |] [Form of Performance Stock Unit Award Agreement for the 2019-2021 Performance Cycle. (Registrant hereby incorporates by reference Exhibit 99 to its Current Report on Form 8-K filed on March 20, 2019, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000093041319000983/c93240_ex99.htm) | [added: | |]
| 10-C | [added: | |] a) | [added: | |] Colgate-Palmolive Company Executive Incentive Compensation Plan Trust, as amended. (Registrant hereby incorporates by reference Exhibit 10-B (b) to its Annual Report on Form 10-K for the year ended December 31, 1987, File No. 1-644.)* | [added: | |]
| | [added: | |] b) | [added: | |] [Amendment, dated as of October 29, 2007, to the Colgate-Palmolive Company Executive Incentive Compensation Plan Trust. (Registrant hereby incorporates by reference Exhibit 10-A (b) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000119312507229631/dex10ab.htm) | [added: | |]
| 10-D | | [added: | a) | | |] [Colgate-Palmolive Company Supplemental Salaried Employees’ Retirement Plan, amended and [removed: restated] [added: restated, effective] as of [removed: April 19, 2018.] [added: September 27, 2017.] (Registrant hereby incorporates by reference Exhibit 10 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000002166518000008/exhibit10_033118xq118.htm) | [added: | |]
| 10-E | [added: | |] a) | [added: | |] [Colgate-Palmolive Company Executive Severance Plan, as amended and restated through September 13, 2018. (Registrant hereby incorporates by reference Exhibit 10-A to its Current Report on Form 8-K filed on September 18, 2018, File No. [removed: 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000093041313004573/c75051_ex10-a.htm)] [added: 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000093041318002885/c92027_ex10-a.htm)] | [added: | |]
| | [added: | |] b) | [added: | |] Colgate-Palmolive Company Executive Severance Plan Trust. (Registrant hereby incorporates by reference Exhibit 10-E (b) to its Annual Report on Form 10-K for the year ended December 31, 1987, File No. 1-644.)* | [added: | |]
| 10-F | | [added: | | | |] [Colgate-Palmolive Company Pension Plan for Outside Directors, as amended and restated. (Registrant hereby incorporates by reference Exhibit 10-D to its Annual Report on Form 10-K for the year ended December 31, 1999, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000095013000001590/0000950130-00-001590.txt) | [added: | |]
| 10-G | [added: | |] a) | [added: | |] [Colgate-Palmolive Company Restated and Amended Deferred Compensation Plan for Non-Employee Directors, as amended. (Registrant hereby incorporates by reference Exhibit 10-H to its Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/0000940180-98-000317.txt) | [added: | |]
| | [added: | |] b) | [added: | |] [Amendment, [removed: dated] [added: effective] as of [removed: September 12, 2007,] [added: January 1, 2005,] to the Colgate-Palmolive Company Restated and Amended Deferred Compensation Plan for Non-Employee Directors. (Registrant hereby incorporates by reference Exhibit 10-F to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000119312507229631/dex10f.htm) | [added: | |]
| 10-H | | [added: | | | |] [Colgate-Palmolive Company Deferred Compensation Plan, amended and [removed: restated] [added: restated, effective] as of [removed: September 12, 2007.] [added: January 1, 2005.] (Registrant hereby incorporates by reference Exhibit 10-G to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000119312507229631/dex10g.htm) | [added: | |]
| 10-I | | [added: | | | |] [Colgate-Palmolive Company Above and Beyond Plan – Officer Level. (Registrant hereby incorporates by reference Exhibit 10-A to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000119312504186112/dex10a.htm) | [added: | |]
| 10-J | | [added: | | | |] [Five Year Credit Agreement, dated as of November 2, 2018, by and among Colgate-Palmolive Company, as Borrower, Citibank, N.A., as Administrative Agent and Arranger, and the Lenders party thereto.(Registrant hereby incorporates by reference Exhibit 10-I to its Annual Report on Form 10-K for the year ended December 31, 2018, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166519000003/exhibit10-i12312018.htm) | [added: | |]
| 10-K | | [added: | | | |] [364-day Credit Agreement, dated as of August [removed: 23, 2019,] [added: 21, 2020,] among Colgate-Palmolive Company, as Borrower, Citibank, N.A., as Administrative Agent and Arranger, and the Lenders party thereto. (Registrant hereby incorporates by reference Exhibit [removed: 10-B] [added: 10-A] to its Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2019,] [added: 2020,] File No. [removed: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166519000022/exhibit10b093019q319.htm)] [added: 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166520000026/exhibit10-a093020q32020.htm)] | [added: | |]
| [removed: 10-L] | | [removed: [Colgate-Palmolive] [added: | b) | | | [Amendment 4Q2020-I, dated December 2, 2020, to the Colgate-Palmolive] Company Supplemental Savings and Investment [removed: Plan, amended and restated as of December 13, 2019.*,](https://www.sec.gov/Archives/edgar/data/21665/000002166520000004/exhibit10-l12312019.htm)] [added: Plan* ](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit10-lb12312020.htm)] | [added: | |]
| 10-M | | [added: | | | |] [Form of Indemnification Agreement between Colgate-Palmolive Company and its directors, executive officers and certain key employees. (Registrant hereby incorporates by reference Exhibit 10-K to its Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-644.)](http://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-k12312017.htm) | [added: | |]
| 21 | | [added: | | | |] [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/21665/000002166520000004/exhibit2112312019.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit2112312020.htm)] | [added: | |]
| 23 | | [added: | | | |] [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/21665/000002166520000004/exhibit2312312019.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit2312312020.htm)] | [added: | |]
| 24 | | [added: | | | |] [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/21665/000002166520000004/exhibit2412312019.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit2412312020.htm)] | [added: | |]
| 31-A | | [added: | | | |] [Certificate of the [added: Chairman of the Board,] President and Chief Executive Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166520000004/exhibit31a12312019.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit31a12312020.htm)] | [added: | |]
| 31-B | | [added: | | | |] [Certificate of the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166520000004/exhibit31b12312019.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit31b12312020.htm)] | [added: | |]
| 32 | | [added: | | | |] [Certificate of the [added: Chairman of the Board,] President and Chief Executive Officer and the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § [removed: 1350.*](https://www.sec.gov/Archives/edgar/data/21665/000002166520000004/exhibit3212312019.htm)] [added: 1350.*](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit3212312020.htm)] | [added: | |]
| 101 | | [added: | | | |] The following materials from Colgate-Palmolive Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Comprehensive Income, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule. | [added: | |]
| 104 | | [added: | | | |] Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | [added: | |]
[removed: |] * [removed: |] Indicates a management contract or compensatory plan or arrangement. [removed: |]
[removed: |] [removed: |] Filed herewith. [removed: |]
[removed: |] (1) [removed: |] Registrant hereby undertakes to furnish the Commission, upon request, with a copy of any instrument with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. [removed: |]
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| 3-B | | | | | | [Colgate-Palmolive Company By-laws, Amended and Restated as of March 11, 2020. (Registrant hereby incorporates by reference Exhibit 3.01 to its Current Report on Form 8-K filed on March 11, 2020, File No. 1-644.)](https://www.sec.gov/Archives/edgar/data/21665/000115752320000334/a52187721ex3_01.htm) | | |
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| | | | d) | | | [Form of Performance Stock Unit Award Agreement for the 2020-2022 Performance Cycle (Registrant hereby incorporates by reference Exhibit 10-A to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000002166520000007/exhibit10a033120q12020.htm) | | |
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| | | | b) | | | [Amendment 4Q2020-I, dated December 2, 2020, to the Colgate-Palmolive Company Supplemental Salaried Employees’ Retirement Plan*](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit10-db12312020.htm) [](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit10-db12312020.htm)[](https://www.sec.gov/Archives/edgar/data/21665/000002166521000007/exhibit10-db12312020.htm) | | |
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| 10-L | | | a) | | | [Colgate-Palmolive Company Supplemental Savings and Investment Plan, amended and restated, effective as of January 1, 2020 (Registrant hereby incorporates by reference Exhibit 10-L to its Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-644.)*](http://www.sec.gov/Archives/edgar/data/21665/000002166520000004/exhibit10-l12312019.htm) | | |
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An excerpt. Shown here: 40 of 44 rewritten, 40 of 51 added and 40 of 55 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.
Item 16. FORM 10-K SUMMARY
875 rewritten, 323 added, 500 removed, 610 unchanged
Read the full itemFY2020 item · filed February 18, 2021FY2019 item · filed February 21, 2020
| | [added: | |] Colgate-Palmolive Company (Registrant) | | [added: | | | |]
| Date: February [removed: 21, 2020] [added: 18, 2021] | [added: | |] By | [added: | |] /s/ Noel R. Wallace | [added: | |]
| | | [added: | | | |] Noel R. Wallace [added: Chairman of the Board,] President and Chief Executive Officer | [added: | |]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 21, 2020,] [added: 18, 2021,] by the following persons on behalf of the registrant and in the capacities indicated.
| (a) Principal Executive Officer | | [added: | | | |] (d) [removed: All Other] Directors: | [added: | |]
| /s/ Noel R. Wallace | | [added: | | | |] /s/ [removed: Ian Cook] [added: Noel R. Wallace] | [added: | |]
| Noel R. Wallace [removed: President,] [added: Chairman of the Board, President and] Chief Executive Officer [removed: and Director] | | [removed: Ian Cook, Executive Chairman] | [added: | | | Noel R. Wallace | | |]
| (b) Principal Financial Officer | | [removed: Charles A. Bancroft,] [added: | | | |] John P. Bilbrey, John T. Cahill, Lisa M. Edwards, Helene D. Gayle, C. Martin Harris, [added: Martina Hund-Mejean,] Lorrie M. Norrington, Michael B. Polk, Stephen I. Sadove* | [added: | |]
| [removed: Henning I. Jakobsen] [added: Stanley J. Sutula III] Chief Financial Officer | | [added: | | | |] Jennifer M. Daniels As Attorney-in-Fact | [added: | |]
| (c) Principal Accounting Officer | | | [added: | | | | | |]
| /s/ Philip G. Shotts | | | [added: | | | | | |]
| Philip G. Shotts Vice President and Controller | | | [added: | | | | | |]
| | [added: | |] Page | [added: | |]
| Consolidated Financial Statements | | [added: | | | |]
| Report of Independent Registered Public Accounting Firm | [removed: [65](#s11D2CA56A5F057B59208675819C96EAD)] | [added: | [69](#i41f6955ad64c44db9653c749840c1125_112) | | |]
| Consolidated Statements of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [68](#s426E55E183235485BCB29E46A45E693E)] | [added: | [72](#i41f6955ad64c44db9653c749840c1125_115) | | |]
| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [69](#s6FCF4615819B5FF98E245E5B4DF91165)] | [added: | [73](#i41f6955ad64c44db9653c749840c1125_118) | | |]
| Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | [removed: [70](#s20AB8B9A535F5835A54DE1EEB0D0DBA2)] | [added: | [74](#i41f6955ad64c44db9653c749840c1125_121) | | |]
| Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [71](#sA37FCDF6F8CD5187B61672C0BA0A95D0)] | [added: | [75](#i41f6955ad64c44db9653c749840c1125_127) | | |]
| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [72](#s1710E8A6CEE1548F954D3033EFE9A2C7)] | [added: | [76](#i41f6955ad64c44db9653c749840c1125_133) | | |]
| Notes to Consolidated Financial Statements | [removed: [73](#s6EFC73B2B9135B9893374B2D577CBD76)] | [added: | [77](#i41f6955ad64c44db9653c749840c1125_139) | | |]
| Financial Statement Schedule | | [added: | | | |]
| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [125](#sAE6044A948B3582C99F000BD8806AC48)] | [added: | [129](#i41f6955ad64c44db9653c749840c1125_223) | | |]
| Selected Financial Data | | [added: | | | |]
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.
As discussed in Note [removed: 2] [added: 15] to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
[removed: *Acquisition of Laboratoires] [added: *Laboratoires] Filorga Cosmétiques [removed: - Valuation of Trademark Intangible Asset*][added: (“Filorga”)*]
Evaluating [removed: the reasonableness of the revenue] [added: management’s assumptions related to sales] growth [removed: rates and] [added: rates, discount rate for] the [added: goodwill and indefinite-lived intangible assets and] royalty rate [added: for the indefinite-lived intangible assets] involved evaluating whether the assumptions [removed: and estimates] used by management were reasonable considering [removed: the past performance of] [added: (i)] the [removed: acquired business, market transactions for similar brands and products, and] consistency with [removed: economic] [added: external market] and industry [removed: forecasts.][added: data, and (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit.]
Professionals with specialized skill and knowledge were used to assist [removed: us] in evaluating the appropriateness of the [removed: valuation method and the reasonableness of certain significant assumptions] [added: income approach based on a discounted cash flow] and [removed: estimates, including the] [added: relief from] royalty [removed: rate] [added: models,] and the discount [removed: rate.][added: rate and royalty rate assumptions.]
| /s/ PricewaterhouseCoopers LLP | | [added: | | | |]
| New York, New York February [removed: 21, 2020] [added: 18, 2021] | | [added: | | | |]
| We have served as the Company’s auditor since 2002. | | [added: | | | |]
| | [removed: 2019] | | | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]
| Net sales | [added: | |] $ | [removed: 15,693] [added: 16,471] | | | [added: | |] $ | [removed: 15,544] [added: 15,693] | | | [added: | |] $ | [removed: 15,454] [added: 15,544] | |
| Cost of sales | [removed: 6,368] | | [added: 6,454] | | [removed: 6,313] | | | | [removed: 6,174] [added: 6,368] | | | [added: | | | 6,313 | | |]
| Gross profit | [removed: 9,325] | | [added: 10,017] | | [removed: 9,231] | | | | [removed: 9,280] [added: 9,325] | | | [added: | | | 9,231 | | |]
| Selling, general and administrative expenses | [removed: 5,575] | | [added: 6,019] | | [removed: 5,389] | | | | [removed: 5,400] [added: 5,575] | | | [added: | | | 5,389 | | |]
| Other (income) expense, net | [removed: 196] | | [added: 113] | | [removed: 148] | | | | [removed: 173] [added: 196] | | | [added: | | | 148 | | |]
| /s/ Stanley J. Sutula III | | | | | | *By: /s/ Jennifer M. Daniels | | |
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| Market Information | | | [130](#i41f6955ad64c44db9653c749840c1125_226) | | |
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| Historical Financial Summary | | | [131](#i41f6955ad64c44db9653c749840c1125_229) | | |
Goodwill and Indefinite-Lived Intangible Assets Interim Impairment Assessments - Filorga
As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated balance of goodwill and indefinite-lived intangible assets was $3.8 billion and $1.9 billion respectively as of December 31, 2020.
Goodwill and indefinite-lived intangible assets are subject to impairment tests at least annually or when events or changes in circumstances indicate that an asset may be impaired.
As a result of the COVID-19 Pandemic, in the first quarter of 2020, management determined that a “triggering event” had occurred relative to its recently acquired Filorga skin health business and, as required, performed a quantitative analysis.
The results of the analysis indicated the estimated fair value of the reporting unit and indefinite-life intangible assets continue to exceed their carrying values and were not impaired.
As disclosed by management, the fair value of the reporting units for goodwill and the fair value of its indefinite-lived intangible assets were determined using an income approach.
These methods incorporate several estimates and assumptions, the most significant being future cash flows, sales growth rates, discount rate for the goodwill and indefinite-lived intangible assets, and the selection of royalty rates for the indefinite-lived intangible assets.
The principal considerations for our determination that performing procedures relating to the goodwill and indefinite-lived intangible assets interim impairment assessments of Filorga is a critical audit matter are (i) the significant judgment by management when determining the fair value measurements of the reporting unit and indefinite-lived intangible assets ; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales growth rates, discount rate for the goodwill and indefinite-lived intangible assets, and the royalty rate for the indefinite-lived intangible assets; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived intangible assets impairment assessment, including controls over the valuation of the Filorga reporting unit and indefinite-lived intangible assets.
These procedures also included, among others (i) testing management’s process for determining the fair value measurements of the reporting unit and indefinite-lived intangible assets; (ii) evaluating the appropriateness of the income approach based on a discounted cash flow and relief from royalty models; (iii) testing the completeness and accuracy of underlying data used in the models; and (iv) evaluating the reasonableness of significant assumptions used by management related to the sales growth rates, discount rate for the goodwill and indefinite-lived intangible assets, and the royalty rate for the indefinite-lived intangible assets.
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| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,695 | | | | | | | | | | | | 165 | | |
| Dividends ($1.75)/per share* | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,502) | | | | | | | | | | | | (152) | | |
| Noncontrolling interests acquired | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (99) | | |
| Balance, December 31, 2020 | | | $ | 1,466 | | | | | $ | 2,969 | | | | | $ | (1) | | | | | $ | (23,045) | | | | | $ | 23,699 | | | | | $ | (4,345) | | | | | $ | 358 | |
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| /s/ Henning I. Jakobsen | | *By: /s/ Jennifer M. Daniels |
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| Market Information | [126](#s57CC9F4166385D6D885316C13A08126E) |
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| Historical Financial Summary | [127](#s25ACF5AEB12E5138A52AB3E0FC237D17) |
As described in Note 3 to the consolidated financial statements, on September 19, 2019, the Company completed the acquisition of Laboratoires Filorga Cosmétiques for consideration of $1,712 million, of which $774 million of value was assigned to the trademark intangible asset.
Management applied significant judgment in estimating the fair value of the trademark intangible asset acquired, which involved the use of significant estimates and assumptions with respect to the revenue growth rates, the royalty rate, and the discount rate.
The principal considerations for our determination that performing procedures relating to the valuation of the trademark intangible asset acquired is a critical audit matter are there was significant judgment and estimation by management when developing the fair value measurement of the trademark intangible asset acquired.
This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating audit evidence relating to management’s significant assumptions and estimates, including revenue growth rates, the royalty rate, and the discount rate.
In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over management’s valuation of the trademark intangible asset acquired and controls over development of the assumptions and estimates, including the revenue growth rates, the royalty rate, and the discount rate.
These procedures also included, among others, reading the purchase agreement and testing management’s process for estimating the fair value of the trademark intangible asset acquired.
This included evaluating the appropriateness of the valuation method and the reasonableness of significant assumptions used by management, including the revenue growth rates, the royalty rate, and the discount rate for the trademark intangible asset acquired.
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An excerpt. Shown here: 40 of 875 rewritten, 40 of 323 added and 40 of 500 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2020 filing and the FY2019 filing.