FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994.
0R
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 1-644-2
COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 13-1815595
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 PARK AVENUE, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
(212) 310-2000
(Registrant's telephone number, including area code)
NO CHANGES
(Former name, former address, and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:
Class Shares Outstanding Date
Common, $1.00 par value 144,981,854 October 31, 1994
Total number of sequentially numbered pages in this filing,
including exhibits thereto:
PART I. FINANCIAL INFORMATION
COLGATE-PALMOLIVE COMPANY
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
Net sales $1,930.7 $1,823.1 $5,591.8 $5,300.9
Cost of Sales 978.9 953.0 2,875.2 2,764.8
Gross profit 951.8 870.1 2,716.6 2,536.1
Selling, general and
administrative expenses 696.1 643.8 1,978.5 1,851.6
Interest expense 33.1 16.3 87.8 49.2
Interest income (6.7) (3.7) (25.0) (15.1)
722.5 656.4 2,041.3 1,885.7
Income before taxes 229.3 213.7 675.3 650.4
Provision for income taxes 78.3 70.9 232.2 224.4
Income before changes in
accounting 151.0 142.8 443.1 426.0
Cumulative effect on prior
years of accounting changes - - - (358.2)
Net income $ 151.0 $ 142.8 $ 443.1 $ 67.8
Earnings per common share:
Primary:
Before changes in
accounting $ 1.00 $ .89 $ 2.91 $ 2.60
Cumulative effect on prior
years of accounting
changes - - - (2.27)
Net income $ 1.00 $ .89 $ 2.91 $ .33
Assuming full dilution:
Before changes in
accounting $ .93 $ .82 $ 2.72 $ 2.43
Cumulative effect on prior
years of accounting
changes - - - (2.08)
Net income $ .93 $ .82 $ 2.72 $ .35
Dividends declared per common
share: $ .41 $ .36 $ 1.13 $ .98
See Notes to Condensed Consolidated Financial Statements.
COLGATE-PALMOLIVE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
(Unaudited)
ASSETS
September 30, December 31,
1994 1993
Current Assets:
Cash and cash equivalents $ 180.9 $ 144.1
Marketable securities 69.4 67.1
Receivables (less allowance for
doubtful accounts of $23.2
and $24.9) 1,081.5 988.3
Inventories 745.8 678.0
Other current assets 212.5 192.9
2,290.1 2,070.4
Property, Plant and Equipment:
Cost 3,083.3 2,820.2
Less: Accumulated depreciation 1,159.8 1,053.9
1,923.5 1,766.3
Goodwill and other intangible
assets (less accumulated
amortization of $192.4
and $151.2) 1,626.5 1,589.0
Other assets 337.7 335.5
$6,177.8 $5,761.2
See Notes to Condensed Consolidated Financial Statements.
COLGATE-PALMOLIVE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, December 31,
1994 1993
Current Liabilities:
Notes and loans payable $ 200.9 $ 169.4
Current portion of long-term
debt 8.6 15.5
Accounts payable 638.1 599.3
Accrued income taxes 112.4 59.4
Other accruals 542.3 550.4
1,502.3 1,394.0
Long-term debt 1,799.6 1,532.4
Deferred income taxes 293.6 266.2
Other liabilties 723.4 693.6
Shareholders' Equity:
Preferred Stock 410.0 414.3
Common Stock 183.2 183.2
Additional paid-in capital 1,001.1 1,000.9
Retained earnings 2,429.2 2,163.4
Cumulative foreign currency
translation adjustments (367.0) (372.9)
3,656.5 3,388.9
Unearned compensation (384.6) (389.9)
Treasury stock, at cost (1,413.0) (1,124.0)
1,858.9 1,875.0
$6,177.8 $5,761.2
See Notes to Condensed Consolidated Financial Statements.
COLGATE-PALMOLIVE COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Millions)
(Unaudited)
Nine Months Ended
September 30,
1994 1993
Operating Activities:
Net cash provided by operating
activities $528.2 $ 488.2
Investing Activities:
Capital expenditures (261.5) (246.7)
Payments for acquisitions, net of
cash acquired (75.8) (17.7)
(Purchase) Sale of marketable
securities 17.8 10.1
Other, net 20.6 54.7
Net cash used for investing
activities (298.9) (199.6)
Financing Activities:
Repayment of debt (72.6) (210.6)
Proceeds from issuance of debt 362.6 572.3
Repurchase of common stock (306.0) (502.5)
Dividends paid (177.3) (166.8)
Proceeds from outside investors - 60.0
Other, net .1 16.8
Net cash used for financing
activities (193.2) (230.8)
Effect of exchange rate changes on
cash and cash equivalents .7 (5.4)
Net increase in cash and cash
equivalents 36.8 52.4
Cash and cash equivalents at
beginning of period 144.1 117.9
Cash and cash equivalents at end
of period $180.9 $ 170.3
See Notes to Condensed Consolidated Financial Statements.
COLGATE-PALMOLIVE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
1. The condensed consolidated financial statements reflect all
normal recurring adjustments which, in management's opinion,
are necessary for a fair presentation of the results for
interim periods. Results of operations for the interim
periods may not be representative of results to be expected
for a full year.
2. Provision for certain expenses, including income taxes,
media advertising, consumer promotion and new product
introductory costs, are based on full year assumptions.
Such expenses are charged to operations in the year
incurred and are included in the accompanying condensed
consolidated financial statements in proportion with the
passage of time or with estimated annual tax rates or
annual sales.
3. Inventories by major classes were as follows:
September 30 December 31,
1994 1993
Raw material and supplies $ 285.7 $ 250.0
Work-in-process 40.5 28.7
Finished goods 419.6 399.3
$ 745.8 $ 678.0
4. Primary earnings per share are determined by dividing
net income, after deducting dividends on preferred stock,
net of related tax benefits, by the weighted average
number of common shares outstanding. Fully diluted
earnings per common share are calculated assuming the
conversion of all potentially dilutive securities,
including convertible preferred stock and outstanding options.
This calculation also assumes reduction of available income
by pro forma ESOP replacement funding, net of income taxes.
5. Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting
for Certain Investments in Debt and Equity Securities,"
which addresses the accounting and reporting for investments
in equity securities that have readily determinable fair
values and for all investments in debt securities. The effect
of adoption had no impact on results of operations or cash
flows and was not material to financial condition. In the
prior year, the Company adopted SFAS No. 106, Other
Postretirement Benefits, SFAS No. 109, Income Taxes and
SFAS No. 112, Postemployment Benefits. A charge of $358.2
was recorded in the 1993 first quarter.
6. Reference is made to the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission
for the year 1993 for a complete set of financial notes
including the Company's significant accounting policies.
COLGATE-PALMOLIVE COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions Except Per Share Amounts)
Results of Operations
Worldwide sales reached $1,930.7 in the 1994 third quarter, a 6%
increase versus the 1993 third quarter. Excluding the impact of the
divestitures, sales increased 8% on unit volume growth
of 6%.
Sales in the Oral, Personal and Household Care segment were $1,725.4,
an increase of 7% from the 1993 third quarter. Strong sales increases
in the Latin American, Asian/African and European regions, more than
offset lower levels in the United States. Colgate-Latin America
achieved sales growth of 15% on unit volume growth of 12%. Excellent
results were achieved in Mexico, Brazil and Colombia, with further
geographic expansion also contributing to this region's overall growth.
Sales in the Colgate-Asia/Africa region were 14% higher than the prior
year's period. Contributing to this region's 13% volume increase was
double digit volume growth in Thailand, Malaysia, India and South Africa.
Sales for Colgate-Europe improved 12% compared with third quarter 1993
reflecting a 5% gain from strategic acquisitions and improvements in
the base business as well as benefits from foreign exchange. Four of
Colgate Europe's largest subsidiaries--France, Greece, Spain and the
United Kingdom, all reported sales increases in excess of 10% on
strong volume growth. Inventory reductions by retailers in the US
were the primary cause for the 10% decline in sales for Colgate-North
America and a 7% decline in volume.
Sales in the Specialty Marketing segment were $205.3, a 1% decline
from the third quarter 1993. Excluding the effects of the previously
announced divestitures of Princess House and of Hill's veterinary drug
distribution business, sales increased 20% on volume growth of 19%.
The significant volume gains were attributable to Hill's expanding
marketing programs directed to pet retailers in the US, successful new
products and continued overseas expansion.
Worldwide sales for the first nine months of 1994 increased 6% to
$5,591.8 from $5,300.9 in the same period of 1993. Excluding the
impact of the divestitures, unit volume increased 7%.
Oral, Personal and Household Care sales increased 6% to $4,977.6 in
the first nine months of 1994, on volume gains of 7%. Within this
segment, Colgate-Latin America sales increased 14%, led by strong
performances in Mexico, Brazil and Colombia. Colgate-Asia/Africa
increased sales 20% on volume growth of 19%. Excluding the impact of
acquisitions, this region's sales increase of 9% was primarily due to
strong growth in Thailand, Malaysia, Australia and South Africa.
Sales in Colgate-Europe increased 6%, with volume gains totaling 8%
primarily due to increases in Italy, Spain, France, and the United
Kingdom as well as strategic brand acquisitions. Colgate-North
America sales and volume declined 10% and 5%, respectively, when
compared with the prior year, due primarily to trade inventory
reductions.
Specialty Marketing sales for the first nine months of 1994 was led by
Hill's Pet Nutrition which experienced a 15% increase on continued
strong volume gains. Year-to-year comparable results for this segment
were impacted by the divestiture of Princess House and of Hill's
veterinary drug distribution business resulting in overall sales and
unit volume being up 3% and 2%, respectively.
COLGATE-PALMOLIVE COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions Except Per Share Amounts)
Worldwide gross profit margin for the 1994 third quarter increased to
49.3% from 47.7%. Gross profit margin increased for every geographic
region as well as for Hill's Pet Nutrition. Gross profit margin for
the first nine months of 1994 increased to 48.6% from 47.8%.
Selling, general and administrative expenses increased as a percentage
of sales to 36.1% in 1994 from 35.3% in 1993 in the third quarter and
to 35.4% from 34.9% in the nine month period. This increase is
directly related to advertising spending which grew in absolute
dollar terms while also growing as a percentage of sales in both the
third quarter and the nine month period. Earnings before interest and
taxes (EBIT) increased 13.0% to $255.7 in the 1994 third quarter, and
7.8% to $738.1 for the 1994 nine month period versus the comparable
periods in 1993.
Interest expense, net of interest income, increased to $26.4 in the
1994 third quarter from $12.6 in 1993, and to $62.8 in the 1994 nine
month period from $34.1, reflecting increased levels of debt incurred
primarily in connection with the Company's share repurchase program.
This program commenced during the 1993 second quarter and has
continued throughout 1994.
The effective tax rate for the third quarter 1994 was higher than in
1993 (34.1% versus 33.2%) while the tax rate for the nine months
approximated that of the prior period (34.4% versus 34.5%). The 1993
and 1994 tax rates reflect the benefits of the Company's global tax
savings strategies.
Net income for the 1994 third quarter increased 6% to $151.0 with
earnings per share increasing 12% to $1.00, reflecting 6% fewer
average shares outstanding as a result of the Company's share repurchase
program. For the nine month period, income increased 4% to $443.1 and
earnings per share rose 12% to $2.91 excluding the 1993 mandated
accounting changes. Included in 1994 net income is a one-time after-
tax charge of $5.2 or $.04 per share related to the sale of a non-core
business, Princess House. Excluding the charge, earnings for the nine
months increased 5% to $448.3 with earnings per share rising 13% to
$2.95.
Liquidity and Capital Resources
Working capital at September 30, 1994 was $787.8 as compared with
$676.4 at December 31, 1993. The current ratio remained constant at
1.5 at September 30, 1994 compared to December 31, 1993. At September
30, 1994, commercial paper outstanding was $631.4 which is classified
as long-term due to the Company's intent and ability to refinance
these obligations on a long-term basis.
During the third quarter of 1994, the remaining outstanding principal
($30.0) of the 9 5/8% debentures due July 15, 2017 was retired.
During the second quarter, the Company entered into credit agreements
totaling $750 replacing credit agreements then in place. Included in
this total is a $500 revolving credit facility that provides for
general corporate borrowings and expires in April 1999 and a $250
facility expiring in April 1995 which is expected to be renewed. In May
1994, the Company filed a shelf registration for $500 of debt securities.
During the second quarter, $208 of medium-term notes were issued under
this registration.
COLGATE-PALMOLIVE COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions Except Per Share Amounts)
The Company repurchases common shares to achieve its targeted capital
structure and to provide for employee benefit plans. Aggregate open
market repurchases through September 30, 1994 approximated 5 million
shares with a total purchase price of $294.5.
Reference should be made to the 1993 Annual Report on Form 10-K for
additional information regarding available sources of liquidity and
capital.
PART II. OTHER INFORMATION
COLGATE-PALMOLIVE COMPANY
Item 1.Legal Proceedings
Reference is made to Note 15 to the consolidated financial
statements on page 33 of the registrant's Annual Report
on Form 10-K for the year ended December 31, 1993 and to
Part II Item 1 in the registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1994.
Item 6.Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 3.B. By-laws, as amended (supersedes
Exhibit 3.B to registrant's Annual
Report on Form 10-K for the year
ended December 31, 1989, File No. 1-644-2).
Exhibit 11. Computation of Earnings per Common Share.
Exhibit 12. Ratio of Earnings to Fixed Charges.
Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K:
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
COLGATE-PALMOLIVE COMPANY
(Registrant)
November 14, 1994 /s/ Stephen C. Patrick
Stephen C. Patrick
Vice President and Corporate Controller
EXHIBIT 3.B
October 13, 1994
COLGATE-PALMOLIVE COMPANY
BY-LAWS
OFFICES.
1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware, and the name of the
registered agent in charge thereof is THE CORPORATION TRUST COMPANY.
The corporation may also have offices at such other places within
or without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
SEAL.
2. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "CORPORATE
SEAL, DELAWARE".
STOCKHOLDERS' MEETINGS.
3. Meetings of stockholders may be held at such place within or
without the State of Delaware as shall be determined from time to time
by the board of directors.
4. The annual meeting of the stockholders shall be held on the
fourth Wednesday of April in each year, if not a legal holiday, and if
a legal holiday, then on the next secular day following, at ten
o'clock in the forenoon (or on such other date or at such other time
as the board of directors may determine) when they shall elect by
plurality vote by ballot a board of directors and transact such other
business as may properly be brought before the meeting.
5. Written notice of the annual meeting shall be mailed to each
stockholder entitled to vote thereat at such address as appears on the
books of the corporation, at least ten (but not more than fifty) days
prior to the meeting.
6. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate
of incorporation, may be called by the chief executive officer of the
corporation, and shall be called by the president or secretary upon
resolution of a majority of the entire board of directors, or at the
request in writing of a majority of the entire board of directors.
Such request shall state the purpose or purposes of the proposed
meeting. Special meetings of holders of preferred stock held pursuant
to the provisions of Section 10 of Article Fourth of the certificate
of incorporation may be called in accordance with the provisions of
paragraph (c) of said Section 10.
7. Written notice of a special meeting of stockholders, including
a special meeting for the purpose of amending the certificate of
incorporation, stating the time and place and purposes thereof shall
be mailed, postage prepaid, at least ten but not more than fifty days
before such meeting, to each stockholder entitled to vote thereat at
such address as appears on the books of the corporation.
8. (A) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before
the meeting. To be properly brought before an annual meeting,
business must be (l) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of
directors, (2) otherwise properly brought before the meeting by or at
the direction of the board of directors, or (3) otherwise properly
brought before the meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the
secretary of the corporation. To be timely, a stockholder's notice
must be delivered to or mailed and received at the principal executive
offices of the corporation, not less than 60 days nor more than 90
days prior to the meeting; provided, however, that in the event that
less than 70 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close
of business on the 10th day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure
was made. A stockholder's notice to the secretary shall set forth as
to each matter the stockholder proposes to bring before the annual
meeting (1) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business
at the annual meeting, (2) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (3)
the class and number of shares of the corporation which are
beneficially owned by the stockholder, and (4) any material interest
of the stockholder in such business. Notwithstanding anything in the
by-laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this by-
law 8(A). In the event that a stockholder seeks to bring one or more
matters before an annual meeting, the board of directors shall
establish a committee consisting of non-management directors for the
purpose of reviewing compliance with this by-law 8(A); provided,
however, that if the business to be brought before the meeting by a
stockholder relates to the removal, replacement or election of one or
more directors, the secretary of the corporation shall appoint two or
more inspectors, who shall not be affiliated with the corporation, to
act in lieu of such committee to review compliance with this by-law
8(A). If the committee or the inspectors (as the case may be) shall
determine that a stockholder has not complied with this by-law 8(A),
the committee or the inspectors (as the case may be) shall direct the
chairman of the annual meeting to declare to the meeting that business
was not properly brought before the meeting in accordance with the
provisions of this by-law 8(A); and the chairman shall so declare to
the meeting and any such business not properly brought before the
meeting shall not be transacted.
B) Only persons who are nominated in accordance with the
procedures set forth in this by-law 8(B) shall be eligible for
election as directors. Nominations of persons for election to the
board of directors of the corporation may be made at a meeting of
stockholders by or at the direction of the board of directors or by
any stockholder of the corporation entitled to vote for the election
of directors at the meeting who complies with the notice procedures
set forth in this by-law 8(B). Such nominations, other than those
made by or at the direction of the board of directors, shall be made
pursuant to timely notice in writing to the secretary of the
corporation. To be timely, a stockholder's notice shall be delivered
to or mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the
meeting; provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Such stockholder's notice
shall set forth (l) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, (a) the name, age,
business address and residence address of such person, (b) the
principal occupation or employment of such person, (c) the class and
number of shares of the corporation which are beneficially owned by
such person and (d) any other information relating to such person that
is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected); and (2) as to the stockholder giving the notice, (a) the
name and address, as they appear on the corporation's books, of such
stockholder and (b) the class and number of shares of the corporation
which are beneficially owned by such stockholder. At the request of
the board of directors, any person nominated by the board of directors
for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this
by-law 8(B). In the event that a stockholder seeks to nominate one or
more directors, the secretary shall appoint two inspectors, who shall
not be affiliated with the corporation, to determine whether a
stockholder has complied with this by-law 8(B). If the inspectors
shall determine that a stockholder has not complied with this by-law
8(B), the inspectors shall direct the chairman of the meeting to
declare to the meeting that a nomination was not made in accordance
with the procedures prescribed by the by-laws; and the chairman shall
so declare to the meeting and the defective nomination shall be
disregarded.
(C) (l) Whenever any action is required or permitted to be taken
at any meeting of stockholders of the corporation, unless the
certificate of incorporation otherwise provides, and subject to the
provisions of clauses (2) and (3) of this by-law 8(C), the action may
be taken without a meeting, without prior notice and without a vote,
if a written consent setting forth the action so taken shall have been
signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize such
action at a meeting at which all shares entitled to vote thereon were
present and voted; provided, however, that prompt notice of the taking
of corporate action without a meeting and by less than unanimous
written consent must be given to those stockholders who have not
consented in writing.
(2) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting shall
be fixed by the board of directors of the corporation. Any
stockholder of record seeking to have the stockholders authorize or
take corporate action by written consent without a meeting shall, by
written notice, request the board of directors to fix a record date.
Upon receipt of such a request, the secretary shall place such request
before the board of directors at its next regularly scheduled meeting,
provided, however, that if the stockholder represents in such request
that he intends, and is prepared, to commence a consent solicitation
as soon as is permitted by the Securities Exchange Act of 1934 and the
regulations thereunder and other applicable law, the secretary shall,
as promptly as practicable, call a special meeting of the board of
directors, which meeting shall be held as promptly as practicable. At
such regular or special meeting, the board of directors shall fix a
record date as provided in Section 213(a) (or its successor provision)
of the Delaware General Corporation Law. Should the board fail to fix
a record date as provided for in this clause (2), then the record date
shall be the day on which the first written consent is expressed.
(3) In the event of the delivery to the corporation of a written
consent or consents purporting to represent the requisite voting power
to authorize or take corporate action and/or related revocations, the
secretary of the corporation shall provide for the safekeeping of such
consents and revocations and shall, as promptly as practicable, engage
nationally recognized independent inspectors of elections for the
purpose of promptly performing a ministerial review of the validity of
the consents and revocations. No action by written consent and
without a meeting shall be effective until such inspectors have
completed their review, determined that the requisite number of valid
and unrevoked consents has been obtained to authorize or take the
action specified in the consents, and certified such determination for
entry in the records of the corporation kept for the purpose of
recording the proceedings of meetings of stockholders.
9. At each meeting of the stockholders every stockholder having
the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder
and bearing a date not more than one year prior to said meeting. Each
stockholder shall have one vote for each share of stock having voting
power, registered in his name on the books of the corporation on the
record date fixed for such meeting, or, if no record date has been
fixed, on such date as may be provided for by law. The vote for
directors and, upon the demand of any stockholder, the vote upon any
question before the meeting, shall be by ballot.
10. The holders of a majority of the stock issued and
outstanding, and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum
at all meetings of the stockholders for the transaction of business
except as otherwise provided by law, by the certificate of
incorporation, or by these by-laws. If, however, such majority shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or by proxy,
shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite
amount of voting stock shall be present. At such adjourned meeting at
which the requisite amount of voting stock shall be represented, any
business may be transacted which might have been transacted at the
meeting as originally noticed.
11. At each meeting of stockholders the presence or lack of a
quorum shall be ascertained and all voting by ballot shall be
conducted by two inspectors appointed for the purpose by the board of
directors or, if not so appointed, designated by the meeting. If for
any reason any of the inspectors previously appointed shall fail to
attend or be unable to serve, a replacement shall be appointed in like
manner. The inspectors shall decide upon the qualifications of the
voters and the validity of proxies, report on the presence or lack of
a quorum, take charge of the ballots at said meeting, and after the
balloting thereat on any question shall count the ballots cast thereon
and shall report the result in writing to the secretary of the
corporation or to the chairman of the meeting.
12. A complete list of the stockholders entitled to vote at any
meeting, arranged in alphabetical order, giving the address of each,
and the number of voting shares held by each, shall be prepared by the
treasurer. Such list shall be open to the examination of any
stockholder for any purpose germane to the meeting during ordinary
business hours for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held and
which place shall be specified in the notice of meeting or, if not so
specified, at the place where said meeting is to be held, and the list
shall be produced and kept at the time and place of meeting during the
whole time thereof, and subject to the inspection of any stockholder
who may be present.
DIRECTORS.
13. (A) The property and business of this corporation shall be
managed by its board of directors. The number of directors shall be
no less than 8 nor more than twelve, as determined from time to time
by the board of directors, but no reduction in the number of directors
shall terminate the office of any director prior to the first annual
meeting of the stockholders subsequent to his election at which
directors are elected except with the written consent of such
director, and provided further that the number of directors may be
increased by action of the holders of preferred stock as contemplated
in by-law 13(B), and that no reduction in the number of directors
shall be in violation of the provisions of by-law 13(B). Except to
the extent otherwise provided in the certificate of incorporation or
the by-laws, they shall be elected at the annual meeting of the
stockholders, and each director shall be elected to serve until his
successor shall be elected and shall qualify. No person who has
attained the age of sixty-five shall be initially elected to the board
of directors. No director shall be re-elected as a member of the
Board after he or she has reached his or her 72nd birthday, except if
his or her nomination for re-election has been approved in each
instance by a majority of the other directors of the corporation.
Additionally, no former Chief Executive Officer of the corporation
shall be re-elected as a member of the Board after he or she has
reached his or her 65th birthday, except if his or her nomination for
re-election has been approved in each instance by a majority of the
other directors of the corporation, and in no event shall he or she be
re-elected after he or she has reached his or her 68th birthday.
(B) So long as any preferred stock shall be outstanding and there
shall exist a "default period" as defined in paragraph (a) of Section
10 of Article Fourth of the certificate of incorporation, the holders
of the preferred stock, voting as a class, irrespective of series,
shall have the voting right set forth in said Section 10. At any
meeting at which the holders of preferred stock shall exercise such
voting right initially during an existing default period, they shall
have the right, voting as a class, to elect directors to fill such
vacancies in the board of directors, if any, as may then exist up to
such number of directors as amounts to the "required proportion" as
defined in paragraph (a) of said Section 10, and if the number which
may be so elected does not amount to the required proportion, to make
such increase in the number of directors as shall be necessary to
permit the election by them of the required proportion but no greater
increase than shall be necessary for that purpose, and to elect
directors to the offices so created. An increase in the number of
directors by the holders of preferred stock shall not prevent a
subsequent increase or decrease in the number of directors made in any
manner provided herein by the board of directors or the holders of
preferred and common stock voting irrespective of classes, provided
that during a default period no such amendment shall (l) reduce the
number of directors elected by the holders of preferred stock to less
than the required proportion or (2) terminate the office of a director
prior to the first annual meeting of stockholders subsequent to his
election at which directors are elected, except with the written
consent of such director.
14. The directors may hold their meetings and have one or more
offices, and keep the books of the corporation outside of Delaware, at
the office of the corporation in the City of New York, or at such
other places as they may from time to time determine.
15. In addition to the powers and authority by these by-laws
expressly conferred upon it, the board may exercise all such powers of
the corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these by-laws
directed or required to be exercised or done by the stockholders.
COMMITTEES.
16. The board of directors shall appoint such committees as are
required by these by-laws, and may appoint such committees as are
permitted by these by-laws, from among their members.
17. Appointment of committees shall be by the affirmative vote of
a majority of the whole board.
18. The board may, but need not, designate one member of each
committee as the chairman thereof.
19. The board of directors shall appoint a personnel and
organization committee consisting of at least five members, with not
less than three members who are not eligible for stock options or
incentive awards either at the time when discretion is to be exercised
by such committee or at any time within one year prior thereto. Such
committee shall consider and monitor the corporation's organization,
personnel and compensation policies, practices and implementation. In
addition, such committee shall review the compensation of the officers
of the company and senior management. Such committee shall also
administer such plans under which stock of the corporation is issuable
to employees upon exercise of stock options, and all executive
incentive compensation plans. The board of directors may provide for
an executive incentive compensation committee and a stock option
committee. Each such committee shall consist of members of the
personnel and organization committee who are not eligible for
incentive awards or stock options either at the time when discretion
is to be exercised by the members of the said committee or at any time
within one year prior thereto, and the chairman of the personnel and
organization committee, provided he is not and has not been so
eligible. From and after December 14, 1978, all such plans are
amended to reflect their administration by such committees. The
executive incentive compensation committee and the stock option
committee shall have the powers and duties provided in the respective
plans and be subject to such provisions and limitations as the board
of directors shall from time to time determine.
20. The board of directors shall appoint an audit committee
consisting of not less than three members. Such committee shall
review internal and external audit conditions, procedures and results
and formulate and report to the board of directors policies with
regard thereto.
21. The board of directors shall appoint a finance committee
consisting of not less than four members. Such committee, if and when
appointed, shall consider and take account of the financial affairs of
the corporation, and formulate and suggest the financial policies of
the corporation for submission to the board of directors.
22. The board of directors may in its discretion appoint from
time to time other committees for other purposes or assign additional
duties to the existing committees.
23. Each committee shall have the right to determine its own
rules of procedure, not inconsistent with the action of the board of
directors, or with these by-laws, or with the certificate of
incorporation.
24. Vacancies in the committees shall be filled by the board of
directors.
25. The time and place of regular meetings of the committees
shall be fixed by the board of directors, or if not so fixed, then by
the committee, and prompt notice thereof shall be given to each member
of the committee, provided however, that the board may authorize the
committee or the chairman thereof to postpone any such committee
meeting upon two days notice to each member of the committee. Special
meetings of the committee may be called by the chairman of the
committee or the chief executive officer upon two days notice to each
member of the committee. Each such committee may meet at such stated
times and places and otherwise upon notice and at such places as it
shall provide, except that the finance committee shall meet at least
once in each calendar quarter.
26. A majority of the members of each such committee shall
constitute a quorum; and in each instance the affirmative vote of a
majority of the members of the committee present at the meeting shall
be necessary for the adoption of any resolution, except that, upon
request of the chief executive officer or the chairman of the
committee, any action required or permitted to be taken at any meeting
of such committee may be taken without a meeting, if prior to such
action a written consent thereto is signed by all members of such
committee, and such written consent is filed with the minutes of the
committee. The committee may designate one of its members as
secretary of the committee, and may in addition, call upon the
secretary or one of the assistant secretaries of the corporation, or
any other person, as may be determined by the committee, to perform
all or part of the duties of secretary of the committee; and minutes
shall be kept of all meetings and proceedings of the committee, which
shall be reduced to writing by either the secretary of the committee
or the secretary or one of the assistant secretaries of the
corporation, or such other person, as the committee shall direct.
27. Each member of each such committee shall continue to be a
member thereof at the pleasure of the board of directors and, unless
otherwise ordered by the board of directors or otherwise specified in
the plan providing for such committee, until such time as he ceases to
be a member of the board of directors.
28. The minutes and proceedings of each such committee shall from
time to time be reported to the board of directors, as by the board of
directors required.
COMPENSATION OF DIRECTORS.
29. The compensation of directors as such shall be fixed by the
board of directors but no additional compensation shall be paid to
regular employees of the corporation for service as directors or as
members of any committee of the board. Nothing herein contained shall
be construed to preclude any director from serving the corporation as
an officer or in any other capacity and receiving compensation
therefor.
30. Pursuant to resolution of the board of directors, members of
any one or more committees may receive fixed fees or other
compensation for their services.
MEETINGS OF THE BOARD.
31. The newly elected board may meet at such place and time as
shall be fixed by the vote of the stockholders at the annual meeting,
for the purpose of organization or otherwise, and no notice of such
meeting shall be necessary to the newly elected directors, in order
legally to constitute the meeting, provided, a majority of the whole
board shall be present; or they may meet at such place and time as
shall be fixed by the consent in writing of all the directors.
32. Regular meetings of the board may be held without notice at
such time and place as shall from time to time be determined by
resolution of the board.
33. Special meetings of the board may be called by the chairman
of the board or the chief executive officer on three days' notice to
each director, either personally or by mail or by telegram; and
special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors.
34. At all meetings of the board the presence of a majority of
the directors then in office shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a
quorum, shall be the act of the directors, except as may be otherwise
specifically provided by statute, or by the certificate of
incorporation, or by these by-laws. If a quorum shall not be present
at any meeting the directors present thereat may adjourn the meeting
from time to time, without notice, other than at the meeting, until a
quorum shall be present.
OFFICERS.
35. At its first meeting after each annual meeting of the
stockholders the board of directors shall choose a chairman of the
board and a president, who shall be directors of the corporation and
one of whom shall be designated by the board as chief executive
officer of the corporation. At the same meeting the board shall also
choose a vice president or vice presidents, one or more of whom may be
designated as executive vice presidents, a secretary, a treasurer and
a controller. Any two offices other than those of president and
secretary may be held by the same person. The chairman of the board
shall not be deemed to be a corporate officer unless designated by the
board as chief executive officer or otherwise designated by the board
as an officer of the corporation.
36. The board of directors may also create and provide for
additional offices and prescribe the duties of the respective
incumbents thereof and appoint such further officers and agents as it
shall deem necessary or advisable, such as assistant secretaries and
assistant treasurers, who shall hold their respective offices for such
term and shall exercise such powers and perform such duties as shall
be determined from time to time by the chief executive officer or the
board of directors. By direction of the chief executive officer,
other personnel may be designated by titles, such as "assistant vice
president," "divisional vice president," "assistant treasurer" or
"assistant controller" but only persons elected by the board of
directors shall be deemed officers of the corporation.
37. Except as provided in employee benefit or incentive plans
approved by the board of directors or the stockholders, the
compensation of all officers of the corporation shall be fixed by the
board of directors or by any committee of the board of directors as
the board of directors designates.
38. The officers of the corporation shall hold office until their
respective successors are chosen and qualified in their stead, or
until they have resigned, retired or been removed in the manner
hereinafter provided. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a
majority of the whole board of directors.
CHAIRMAN OF THE BOARD.
39. When so designated by the board of directors, the chairman of
the board shall be the chief executive officer of the corporation with
the powers and duties hereinafter specified for such office. He shall
preside at all meetings of the board of directors and shall perform
such other duties as may be specified in the by-laws.
THE PRESIDENT.
40. When so designated by the board of directors, the president
shall be the chief executive officer of the corporation with the
powers and duties hereinafter specified for such office. When not
serving as chief executive officer he shall have such powers and
duties as may be specified in the by-laws, prescribed by the board of
directors or delegated by the chief executive officer.
CHIEF EXECUTIVE OFFICER.
41. The chief executive officer may be either the chairman of the
board or the president. The person so designated by the board of
directors shall have the general and active management of the
business, property and affairs of the corporation, subject to the
control of the board of directors, and shall have the powers and
perform the duties customarily exercised by the chief executive
officer of a business corporation, including the authority to sign on
behalf of the corporation deeds, leases, contracts, powers of attorney
and other documents, and the duty to execute all directions and
resolutions of the board of directors. He shall preside at all
meetings of the stockholders, and shall perform such other duties as
may be specified in the by-laws.
ALTERNATE PRESIDING OFFICER.
42. In the absence from any meeting of the stockholders or
directors of the person designated in the by-laws to preside if
present at such meeting, the chief executive officer, the chairman of
the board or the president (in that order of precedence) shall preside
at such meeting.
THE VICE PRESIDENT.
43. Whenever there is not more than one vice president, the vice
president shall perform all such duties and exercise all such powers
as may be delegated to him by the chief executive officer, and such
vice president shall in the event of the absence or disability of the
chief executive officer perform such duties and exercise such powers
of such officers as may be designated by the board of directors.
44. If provision shall be made by the board of directors for more
than one vice president, each such vice president, including any
designated as executive vice president, shall perform such duties and
exercise such powers as may be delegated to him by the chief executive
officer, and shall perform such further duties and exercise such
further powers as the board of directors shall prescribe; and in the
absence or disability of the president his duties shall be performed
and his powers shall be exercised by one or more vice presidents to
the extent designated by the chief executive officer or by the board
of directors.
THE SECRETARY.
45. (a) The secretary shall attend all sessions of the board of
directors and all meetings of the stockholders and record all votes
and minutes of all proceedings in a book to be kept for that purpose;
and shall perform like duties for other committees as required. He
shall give, or cause to be given, notice of all meetings of the
stockholders and of the board of directors, and shall perform such
other duties as shall be prescribed by the board of directors or chief
executive officer.
(b) Such assistant secretary or assistant secretaries as may be
appointed by the board of directors, shall, to the extent authorized
by the board of directors, participate with the secretary and assist
him in the performance of his duties, and exercise all the powers and
discharge all the duties of the secretary to the extent prescribed by
the board of directors; and in the event of the absence or disability
of the secretary or any assistant secretary the duties of the
secretary or of such assistant secretary shall be performed by the
assistant secretary designated by the chief executive officer or the
board of directors.
THE TREASURER.
46. (a) The treasurer shall perform such duties in relation to
the finances of the corporation as shall be prescribed by the board of
directors, and in relation to such duties shall be subject to the
supervision and direction of the board of directors and the chief
executive officer, as circumstances may require.
(b) Such assistant treasurer or assistant treasurers as may be
appointed by the board of directors shall, to the extent authorized by
the board of directors, participate with the treasurer and assist him
in the performance of his duties, and exercise all the powers and
discharge all the duties of the treasurer to the extent prescribed by
the board of directors; and in the event of the absence or disability
of the treasurer or of any assistant treasurer, the duties of the
treasurer or of such assistant treasurer shall be performed by the
assistant treasurer designated by the chief executive officer or the
board of directors.
THE CONTROLLER.
47. It shall be the duty of the controller, subject and pursuant
to the authority of the board of directors and of the chief executive
officer, to provide for the keeping of full and accurate records and
accounts of receipts, disbursements and all other transactions of the
corporation, to make proper report thereof as required and to perform
such other duties as may be designated by the board of directors or
the chief executive officer.
VACANCIES.
48. If the office of any director or officer becomes vacant by
reason of death, resignation, retirement, disqualification, removal
from office or otherwise, or if the authorized number of directors be
increased, the resulting vacancy or vacancies may be filled by a
majority of the directors then in office, although less than a quorum,
provided notice of intention to fill a vacancy in the board shall have
been included in the notice of the meeting. The persons so chosen
shall hold office until the next annual election and until their
successors are duly elected and qualified, unless sooner displaced.
The provisions of this by-law with respect to the filling of vacancies
in the office of any director are subject to the provisions of Section
10 of Article Fourth of the certificate of incorporation.
DUTIES OF OFFICERS MAY BE DELEGATED.
49. In case of the absence of any officer of the corporation, or
for any other reason that the board of directors may deem sufficient,
the board may delegate, for the time being, the powers or duties, or
any of them, of such officer to any other officer, or to any
directors.
CERTIFICATES OF STOCK.
50. The certificates of stock of the corporation shall be
numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and number of shares and
shall be signed by the chairman of the board or the president or a
vice president and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary. Where a certificate is
countersigned by (1) a transfer agent other than the corporation or
its employee, or (2) a registrar other than the corporation or its
employee, the signature of any such officers may be facsimile. In case
any officer or officers who shall have signed or whose facsimile
signature shall have been used on any such certificate or certificates
shall cease to be such officer or officers of the corporation because
of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such
certificate or certificates may be issued and delivered as though the
person who signed such certificate or certificates or whose facsimile
signature shall have been used thereon had not ceased to be an officer
of the corporation.
FISCAL YEAR.
57. The fiscal year shall begin the first day of January in each
year.
DIVIDENDS.
58. Dividends upon the capital stock of the corporation, when
earned, may be declared by the board of directors at any regular or
special meeting.
Before payment of any dividend or making any distribution of
profits, there may be set aside out of the surplus or net profits of
the corporation such sum or sums as the directors from time to time,
in their absolute discretion, think proper as a reserve fund to meet
contingencies or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose
as the directors shall think conducive to the interests of the
corporation.
NOTICES.
59. Whenever under the provisions of these by-laws notice is
required to be given to any director, officer or stockholder, it shall
not be construed necessarily to mean personal notice, but such notice
may be given in writing, either personally or by mail by depositing
the same in the post office or a letter-box, in a post-paid, sealed
wrapper, addressed to such stockholder, officer or director at his,
her or its address as appears on the books of the corporation, or, in
default of other address, to such director, officer or stockholder at
the General Post Office in the City of Wilmington, Delaware, or in the
General Post Office in the City of New York, and such notice shall be
deemed to be given at the time when the same shall be thus mailed;
provided, however, that in the case of any stockholder or director who
is an officer or employee of this corporation and engaged actively in
the discharge of his duties at one of the offices or places of
business of this corporation, it shall be a sufficient mailing of
notice to his address to mail such notice to such officer or employee
at the office or place of business aforesaid. Any stockholder,
director or officer may waive any notice required to be given under
these by-laws.
AMENDMENTS.
60. These by-laws of the corporation may be altered or amended by
the affirmative vote of a majority of the stock issued and outstanding
and entitled to vote thereat, at any regular meeting of the
stockholders, without notice of the proposed alteration or amendment,
and at any special meeting of the stockholders, if notice of the
proposed alteration or amendment be contained in the notice of the
meeting, or by the affirmative vote of a majority of the board of
directors at any regular meeting of the board, or at any special
meeting of the board, provided notice of the proposed amendment shall
have been included in the notice of such regular or special meeting.
At no time shall the by-laws be amended so as to be inconsistent with
the rights of the holders of the preferred stock set forth in Section
10 of Article Fourth of the certificate of incorporation.
EMERGENCY PROVISIONS.
61. In the event of a disaster of sufficient severity to prevent
the business and affairs of the corporation from being managed and its
corporate powers from being exercised by the board of directors in
accordance with the foregoing by-laws, whether by reason of multiple
deaths or incapacity of directors and officers, destruction of
property, failure of communications or other catastrophe, then,
notwithstanding any other provision of the by-laws, the following
provisions shall apply:
(a) An emergency meeting or meetings of the board of directors or
of the surviving members thereof shall be called by the chief
executive officer, if available, and otherwise by one or more
directors; such meetings to be held at such times and places and upon
such notice, if any, as the person or persons calling the meeting
shall deem proper. The board may take any action at such meetings
which it deems necessary and appropriate to meet the emergency.
(b) Vacancies in the board of directors shall be filled as soon
as practicable in the manner specified in Article 48 of the by-laws.
In filling vacancies consideration shall be given to senior officers
of the corporation.
(c) The presence of the smallest number of directors permitted by
law to constitute a quorum, but not less than three, shall be
sufficient for the transaction of business at emergency meetings of
the board of directors, except that if there be less than three
surviving directors, the surviving director or directors, although
less than a quorum, may fill vacancies in the board.
(d) The by-laws may be amended by the board of directors without
notice of the proposed amendment being given in the notice of the
meeting.
(e) Without limiting the generality of the foregoing, the board
of directors are authorized to make all necessary determinations of
fact regarding the extent and severity of the disaster and the
availability of members thereof; to designate and replace officers,
agents and employees of the corporation and otherwise provide for
continuity of management; and to elect a chairman, adopt rules of
procedure, and fill vacancies.
(f) The emergency powers provided in this by-law 61 shall be in
addition to any powers provided by law.
Exhibit 11
Page 1 of 2
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF EARNINGS PER COMMON SHARE
Dollars in Millions Except Per Share Amounts
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
PRIMARY 1994 1993 1994 1993
Earnings:
Income before changes in
accounting $ 151.0 $142.8 $443.1 $ 426.0
Deduct: Dividends on
preferred shares, net of
income taxes 5.5 5.3 16.3 16.2
Income applicable to common
shares before cumulative
effect on prior years of
accounting changes 145.5 137.5 426.8 409.8
Cumulative effect on prior
years of accounting changes - - - (358.2)
Net income applicable to
common shares $ 145.5 $137.5 $426.8 $ 51.6
Shares (in millions):
Weighted average common
shares outstanding 145.6 154.1 146.7 157.8
Earnings per common share,
primary:
Income before changes in
accounting $ 1.00 $ .89 $ 2.91 $ 2.60
Cumulative effect on prior
years of accounting changes - - - (2.27)
Net income $ 1.00 $ .89 $ 2.91 $ .33
Exhibit 11
Page 2 of 2
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF EARNINGS PER COMMON SHARE
Dollars in Millions Except Per Share Amounts
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
ASSUMING FULL DILUTION
Earnings:
Income before changes in
accounting $ 151.0 $ 142.8 $ 443.1 $ 426.0
Deduct: Dividends on
preferred shares and
tax benefit for dividends
on allocated preferred
shares .2 .1 .4 .4
Replacement funding
resultingfrom assumed
conversion of Series B
Convertible Preference
Stock, net of tax 1.8 4.5 6.1 7.4
Income before changes in
accounting, as adjusted 149.0 138.2 436.6 418.2
Cumulative effect on prior
years of accounting
changes - - - (358.2)
Net income applicable to
common shares $ 149.0 $ 138.2 $ 436.6 $ 60.0
Shares (in millions):
Weighted average number of
common shares outstanding 145.6 154.1 146.7 157.8
Assumed conversion of
options reduced by the
number of shares which
could have been purchased
with the proceeds from the
exercise of such options 1.8 1.9 1.8 2.1
Assumed conversion of
Series B Convertible
Preference Stock 12.2 12.4 12.2 12.4
Weighted average number of
common shares outstanding,
as adjusted 159.6 168.4 160.7 172.3
Earnings per common share,
assuming full dilution:
Income before changes in
accounting $ .93 $ .82 $ 2.72 $ 2.43
Cumulative effect on prior
years of accounting
changes - - - (2.08)
Net income $ .93 $ .82 $ 2.72 $ .35
Exhibit 12
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Dollars in Millions (Unaudited)
Nine Months Ended
September 30, 1994
Income before income taxes $ 675.3
Add:
Interest on indebtedness and amortization
of debt expense and discount or premium 87.8
Portion of rents representative of
interest factor 22.9
Interest on ESOP debt, net of dividends 1.5
Less:
Income of less than fifty-percent-owned
subsidiaries (1.0)
Income as adjusted $ 786.5
Fixed Charges:
Interest on indebtedness and amortization
of debt expense and discount or premium 87.8
Portion of rents representative of
interest factor 22.9
Interest on ESOP debt, net of dividends 1.5
Capitalized interest 6.8
Total fixed charges $ 119.0
Ratio of earnings to fixed charges 6.6
In June 1989, the Company's leveraged employee stock ownership
plan (ESOP) issued $410.0 of long-term notes due through 2009
bearing an average interest rate of 8.6%. These notes are
guaranteed by the Company. Interest expense on the ESOP's notes
was $25.7. This interest is funded through preferred and common
stock dividends as well as Company contributions. The fixed
charges presented above include interest on ESOP indebtedness to
the extent it is not funded through preferred and common stock
dividends.
Exhibit 27
COLGATE-PALMOLIVE COMPANY
FINANCIAL DATA SCHEDULE
Dollars in Millions Except Per Share Amounts (Unaudited)
[ARTICLE] 5
[LEGEND]
This schedule contains summary financial information extracted
from the quarterly report on form 10-Q for the nine months ended
September 30, 1994 and is qualified in its entirety by reference
to such financial statements.
[/LEGEND]
[MULTIPLIER] 1,000,000
[PERIOD-TYPE] 9 MOS
[FISCAL-YEAR-END] DEC 31-1994
[PERIOD-START] JAN 01-1994
[PERIOD-END] SEP 30-1994
[CASH] 180.9
[SECURITIES] 69.4
[RECEIVABLES] 1,104.7
[ALLOWANCES] 23.2
[INVENTORY] 745.8
2,290.1
[PP&E] 3,083.3
[DEPRECIATION] 1,159.8
6,177.8
1,502.3
[BONDS] 1,799.6
0
[PREFERRED] 410.0
[COMMON] 183.2
1,265.7
[TOTAL-LIABILITY-AND-EQUITY] 6,177.8
[SALES] 5,591.8
5,591.8
[CGS] 2,875.2
1,978.5
0
0
[INTEREST-EXPENSE] 62.8
[INCOME-PRETAX] 675.3
[INCOME-TAX] 232.2
[INCOME-CONTINUING] 443.1
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 443.1
[EPS-PRIMARY] 2.91
2.72
