Colgate-Palmolive Company
COLGATE PALMOLIVE CO(Form: 10-K 0000950112-96-000868, Received: 25 March 1996, 04:06:42 PM)  

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to ______.

Commission File Number 1-644


COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)

             DELAWARE                                13-1815595
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

  300 PARK AVENUE, NEW YORK, NEW YORK                    10022
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code 212-310-2000
Securities Registered Pursuant to Section 12 (b) of the Act:

                                                  Name of each exchange
           Title of each class                     on which registered
           -------------------                    ---------------------
$4.25 Preferred Stock, without par value,
           cumulative dividend                   New York Stock Exchange
      Common Stock, $1.00 par value
                                                 New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes_X_ No__

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X

At February 29, 1996 the aggregate market value of stock held by non-affiliates was $11,437.6 million. There were 146,167,529 shares of Common Stock outstanding as of February 29, 1996.

DOCUMENTS INCORPORATED BY REFERENCE:

                    Documents                         Form 10-K Reference
                    ---------                         --------------------

Portions of Proxy Statement for the 1996         Part III, Items 10 through 13
             Annual Meeting




 
PART I

 
ITEM 1. BUSINESS

(a) General Development of the Business

Colgate-Palmolive Company (the "Company") is a corporation which was organized under the laws of the State of Delaware in 1923. The Company manufactures and markets a wide variety of products throughout the world for use by consumers. For recent business developments, refer to the information set forth in Part II, Item 7 of this report.

(b) Financial Information About Industry Segments

For information about industry segments refer to the information set forth in Part II, Item 7 of this report.

(c) Narrative Description of the Business

For information regarding description of the business refer to Note 1 to the Consolidated Financial Statements included herein; "Average number of employees" appearing under "Historical Financial Summary" included herein; and "Research and development" expenses appearing in Note 12 to the Consolidated Financial Statements included herein.

Compliance with environmental rules and regulations has not significantly affected the Company's capital expenditures, earnings or competitive position. Capital expenditures for environmental control facilities totaled $12.7 million in 1995 and are budgeted at $18.3 million for 1996. For future years, expenditures are expected to be in the same range. The Company has programs that are designed to ensure that its operations and facilities meet or exceed all applicable environmental rules and regulations.

(d) Financial Information About Foreign and Domestic Operations and Export Sales

For information concerning geographic area financial data refer to the information set forth in Part II, Item 7 of this report.

 
ITEM 2. PROPERTIES

The Company owns and leases a total of 338 manufacturing, distribution, research and office facilities worldwide. Corporate headquarters is housed in leased facilities at 300 Park Avenue, New York, New York.

In the United States, the Company operates 57 facilities, of which 26 are owned. Major U.S. manufacturing and warehousing facilities used by the Oral, Personal and Household Care segment are located in Kansas City, Kansas; Morristown, New Jersey; Jeffersonville, Indiana; and Cambridge, Ohio. The Company is transforming its former facilities in Jersey City, New Jersey into a mixed-use complex with the assistance of developers and other investors. Hill's Pet Nutrition has major facilities in Bowling Green, Kentucky; Topeka, Kansas; and Richmond, Indiana. Research facilities are located throughout the world with the primary research center for Oral, Personal and Household Care products located in Piscataway, New Jersey.

Overseas, the Company operates 281 facilities, of which 113 are owned, in over 70 countries. Major overseas facilities used by the Oral, Personal and Household Care segment are located in Australia, Brazil, Canada, China, Colombia, France, Italy, Mexico, Thailand, the United Kingdom and elsewhere throughout the world. In some areas outside the United States, products are either manufactured by independent contractors under Company specifications or are imported from the United States or elsewhere.

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All facilities operated by the Company are, in general, well maintained and adequate for the purpose for which they are intended. The Company conducts continuing reviews of its facilities with the view to modernization and cost reduction.

 
ITEM 3. LEGAL PROCEEDINGS

For information regarding legal matters see Note 14 to the Consolidated Financial Statements included herein.

 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following is a list of executive officers as of March 25, 1996:

 

                                               DATE FIRST
                                                ELECTED
                NAME                    AGE     OFFICER                   PRESENT TITLE
- -------------------------------------   ---    ----------   -------------------------------------
Reuben Mark..........................   57        1974      Chairman of the Board and Chief
                                                              Executive Officer
William S. Shanahan..................   55        1983      President and Chief Operating Officer
Robert M. Agate......................   60        1985      Senior Executive Vice President and
                                                              Chief Financial Officer
William G. Cooling...................   51        1981      Chief of Operations, Specialty
                                                              Marketing, International Business
                                                              Development
Craig B. Tate........................   50        1989      Chief Technological Officer
Silas M. Ford........................   58        1983      Executive Vice President Office of
                                                            the Chairman
Andrew D. Hendry.....................   48        1991      Senior Vice President General Counsel
                                                              and Secretary
John E. Steel........................   66        1991      Senior Vice President Global
                                                            Marketing and Sales
Lois D. Juliber......................   47        1991      President Colgate-North America
Stephen A. Lister....................   54        1994      President Colgate-Asia Pacific
David A. Metzler.....................   53        1991      President Colgate-Europe
Michael J. Tangney...................   51        1993      President Colgate-Latin America
Robert C. Wheeler....................   54        1991      President Hill's Pet Nutrition, Inc.
Steven R. Belasco....................   49        1991      Vice President Taxation
Brian J. Heidtke.....................   55        1986      Vice President Finance and Corporate
                                                              Treasurer
Robert J. Joy........................   49        1996      Vice President Global Human Resources
Peter D. McLeod......................   55        1984      Vice President Manufacturing
                                                              Engineering Technology
Stephen C. Patrick...................   46        1990      Vice President Corporate Controller
Donald A. Schindel...................   62        1995      Vice President Corporate Development
John H. Tietjen......................   53        1995      Vice President Global Business
                                                              Development
Thomas G. Davies.....................   55        1995      President Global Personal Care
Michael S. Roskothen.................   59        1993      President Global Oral Care
Barrie M. Spelling...................   52        1994      Vice President Global Business
                                                              Development, Household Surface Care

Each of the executive officers listed above has served the registrant or its subsidiaries in various executive capacities for the past five years.

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The Company By-Laws, paragraph 38, states: 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.

 

PART II

 
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

Refer to the information regarding the market for the Company's Common Stock and the quarterly market price information appearing under "Market and Dividend Information" in Note 15 to the Consolidated Financial Statements included herein; the information under "Capital Stock and Stock Compensation Plans" in Note 6 to the Consolidated Financial Statements included herein; and the "Number of shareholders of record" and "Cash dividends declared per common share" under the caption "Historical Financial Summary" included herein.

 
ITEM 6. SELECTED FINANCIAL DATA

    Refer to the information set forth under the caption "Historical Financial
Summary" included herein.

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

(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
- --------------------------------------------------------------------------------

                                                1995        1994        1993
                                              --------    --------    --------
WORLDWIDE NET SALES BY BUSINESS SEGMENT
    Oral, Personal and Household Care......   $7,565.7    $6,735.8    $6,306.4
    Pet Nutrition and Other................      792.5       852.1       834.9
                                              --------    --------    --------
Total Net Sales............................   $8,358.2    $7,587.9    $7,141.3
                                              --------    --------    --------
                                              --------    --------    --------

SEGMENT NET SALES BY GEOGRAPHIC REGION
North America*
    Oral, Personal and Household Care......   $1,784.7    $1,623.1    $1,762.5
    Pet Nutrition and Other................      689.9       776.9       774.8
                                              --------    --------    --------
Total North America........................    2,474.6     2,400.0     2,537.3

Europe
    Oral, Personal and Household Care......    2,159.7     1,968.2     1,843.6
    Pet Nutrition and Other................      102.6        75.2        60.1
                                              --------    --------    --------
Total Europe...............................    2,262.3     2,043.4     1,903.7

Latin America**............................    1,977.2     1,736.5     1,525.8
Asia/Africa**..............................    1,644.1     1,408.0     1,174.5
                                              --------    --------    --------
Total Net Sales............................   $8,358.2    $7,587.9    $7,141.3
                                              --------    --------    --------
                                              --------    --------    --------


* Sales from the U.S., Canada and Puerto Rico are combined and presented as North America.

** Sales in Latin America and Asia/Africa relate to the Oral, Personal and Household Care segment only. Sales of Pet Nutrition and Other products to these regions are primarily exported to local distributors and therefore are included in North America.

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NET SALES

Worldwide net sales in 1995 increased 10% to $8,358.2 reflecting growth among all divisions. Excluding the acquisition of Kolynos in January of 1995 and the sale of non-core businesses in 1994, net sales increased 8% as the Company's worldwide brand presence led to overall sales gains, overcoming the effects of a maxi-devaluation and economic recession in Mexico and the effects of a strategic realignment at Hill's Pet Nutrition. Sales in the Oral, Personal and Household Care segment were up 12% to $7,565.7 in 1995 benefiting from acquisitions, new product introductions and further geographic expansion.

Sales in the Asia/Africa region were up 17% overall, led by strong volume gains in India, Malaysia, Thailand and China, as well as the favorable effects of the Cibaca acquisition in India and the consolidation, for a portion of the year, of a new subsidiary in Turkiye. The success of Colgate Total toothpaste, Palmolive Optims shampoo and Protex personal care products in Asia as well as strong positioning of laundry bar soaps in Africa have fueled 1995 growth in this region.

Sales in Europe were up 10% on flat volumes, primarily reflecting the positive effects of stronger European currencies. Trade consolidation and the lack of current economic growth continued to affect results throughout Western Europe, while Central Europe experienced overall growth on volume gains. The roll-out of Ajax Ultra cleaning products, the strength of Colgate Total and Colgate Baking Soda toothpastes and the relaunch of Palmolive personal care products are maintaining the Company's competitive position in the West, while Colgate toothpastes and Mennen personal care products made significant contributions to growth in Eastern Europe.

Latin America was up 14% overall, benefiting from the acquisition of the Kolynos oral care brand, a market leader in this region. Excluding Kolynos, Latin American results were flat as strong results from most countries offset the significant decline in Mexico caused by that country's economic downturn. Sales in Latin America, excluding both Mexico and the impact of the Kolynos acquisition, grew 24% on a 19% increase in volume. Continued leadership in oral care throughout the region as well as geographic expansion of Mennen Speed Stick and Lady Speedstick, development of the dishwashing market under the Axion brand and continued strength of fabric care led to growth in the region and helped maintain market shares in Mexico.

North America posted overall sales increases in 1995 of 10% on 9% volume growth. Contributing to the growth was the introduction of Colgate Baking Soda & Peroxide toothpaste and increased sales of Irish Spring Waterfall Clean soap and Palmolive dishwashing liquid & antibacterial hand soap. Year-on-year reported sales for the Pet Nutrition and Other segment declined, reflecting the sale of non-core businesses during 1994, partially offset by a modest sales increase of 2% at Hill's Pet Nutrition. Hill's growth for the full year was restrained by the temporary impact of inventory liquidation by discontinued outside distributors in the U.S. Business pace at the retail level remains strong, and growth in Europe continues as the Company's nutritionally balanced Science Diet and Prescription Diet products gain brand recognition and market penetration.

Worldwide net sales for 1994 were up 6% to $7,587.9 from the prior year and were up 8% on volume growth of 7% adjusted for the sale of non-core businesses in 1994. Asia/Africa, with sales growth of 20% on 17% higher volume, and Latin America, with 14% sales growth on 11% higher volume, led the way on the strength of Colgate Total toothpaste and personal care product sales. Europe improved 7% on 6% volume growth, including 4% from acquisitions. North America was negatively impacted by trade downstocking as sales were down 8% on volume declines of 4%. Pet Nutrition and Other experienced rapid growth. Hill's increased sales 16% on 14% volume growth, offset slightly by the sale of non-core businesses in July 1994.

GROSS PROFIT

Gross profit margin was 47.9%, below the 1994 level of 48.4% but higher than the 1993 gross profit margin of 47.8%. The 1995 decline is after a long-term trend of increases achieved by focusing on cost reduction and shifting the product mix towards high-margin oral care and personal care products.

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Factors influencing 1995 include higher raw material and packaging costs, lower volume at Hill's, as a result of the strategic realignment of the business, and the effects of the Mexican recession.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses as a percent of sales were 34% in 1995, 35% in 1994 and 34% in 1993. The Company continues to focus on expense-containment strategies including its announced restructuring, discussed below, and the consolidation in 1996 of worldwide media billings to one agency utilizing a cost-and-performance-based compensation structure. It is anticipated that these initiatives will provide incremental funds to further increase investments in research and development as well as media advertising to support growth.

PROVISION FOR RESTRUCTURED OPERATIONS

In September 1995, the Company announced a major worldwide restructuring of its manufacturing and administrative operations designed to further enhance profitable growth over the next several years by generating significant efficiencies and improving competitiveness. As a result of this rationalization, 24 of the 112 factories worldwide will be closed or significantly reconfigured. The worldwide work force will be reduced by approximately 3,000 employees, or
8.5%, of which a reduction of approximately 150 occurred during 1995.

The changes, primarily in North America and Europe, are expected to be substantially completed during 1997 in facilities around the world. Hill's Pet Nutrition and Colgate locations in Asia/Africa and certain Latin American countries, including Mexico, are also affected. The charge includes employee termination costs and expenses associated with the realignment of the Company's global manufacturing operations, as well as settlement of contractual obligations. The worldwide restructuring program resulted in a 1995 third quarter pretax charge of $460.5 ($369.2 net of tax) or $2.54 per share for the year.

OTHER EXPENSE, NET

Other expense, net of other income consists principally of amortization of goodwill and other intangible assets, minority interest in earnings of less-than-100% owned consolidated subsidiaries, earnings from equity investments and asset sales. Amortization expense increased in each of the three years ended 1995 due to higher levels of intangible assets stemming from the Company's recent acquisitions, most notably Kolynos in 1995, and Cibaca in India and certain brands acquired from S.C. Johnson in 1994. Loss on disposition of non-core businesses in 1994 and gains on sale of miscellaneous assets make up the remainder of other expense, net in 1995 and 1994.

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- ---------------------------------------------------------------------------------------------------
                                                                 1995
                                                      --------------------------
                                                         As          EXCLUDING
                                                      Reported     RESTRUCTURING     1994      1993
                                                      ---------    -------------    ------    ------
WORLDWIDE EARNINGS BY BUSINESS SEGMENT
  Oral, Personal and Household Care................    $ 551.6       $   916.5      $809.6    $740.6
  Pet Nutrition and Other..........................       53.0           117.7       162.0     147.8
                                                      ---------    -------------    ------    ------
Total Segment Earnings.............................    $ 604.6       $ 1,034.2      $971.6    $888.4
                                                      ---------    -------------    ------    ------

SEGMENT EARNINGS BY GEOGRAPHIC REGION
North America*
  Oral, Personal and Household Care................    $  24.5       $   178.3      $148.3    $187.0
  Pet Nutrition and Other..........................       55.6           111.7       158.0     143.0
                                                      ---------    -------------    ------    ------
Total North America................................       80.1           290.0       306.3     330.0

Europe
  Oral, Personal and Household Care................       59.9           207.8       198.4     167.0
  Pet Nutrition and Other..........................       (2.6)            6.0         4.0       4.8
                                                      ---------    -------------    ------    ------
Total Europe.......................................       57.3           213.8       202.4     171.8

Latin America**....................................      313.7           342.9       298.4     249.6
Asia/Africa**......................................      153.5           187.5       164.5     137.0
                                                      ---------    -------------    ------    ------
TOTAL SEGMENT EARNINGS.............................      604.6         1,034.2       971.6     888.4

Unallocated Expense, Net...........................      (35.7)           (4.8)       (5.0)     (5.4)
                                                      ---------    -------------    ------    ------

EARNINGS BEFORE INTEREST AND TAXES.................      568.9         1,029.4       966.6     883.0
Interest Expense, Net..............................     (205.4)         (205.4)      (86.7)    (46.8)
                                                      ---------    -------------    ------    ------
Income Before Income Taxes.........................    $ 363.5       $   824.0      $879.9    $836.2
                                                      ---------    -------------    ------    ------
                                                      ---------    -------------    ------    ------
- ----------------------------------------------------------------------------------------------------

* Earnings from the U.S., Canada and Puerto Rico are combined and presented as North America.

** Earnings in Latin America and Asia/Africa relate to the Oral, Personal and Household Care segment only. Earnings of Pet Nutrition and Other products are included in North America as sales to these regions are primarily exported to local distributors.

EARNINGS BEFORE INTEREST AND TAXES

Earnings before interest and taxes (EBIT) was impacted by the provision for restructured operations of $460.5 recorded during 1995. Excluding this charge, EBIT for the Oral Personal and Household Care segment was up 13%, with North America, Asia/Africa and Latin America posting gains of 20%, 14% and 15%, respectively. Results in Europe showed modest improvement in 1995, and overall EBIT was tempered by the 27% decline in the Pet Nutrition and Other segment, principally due to the realignment of the sales force at Hill's as well as the sale of non-core businesses in 1994.

EBIT increased 9% in 1994 to $966.6 compared with $883.0 in the prior year. EBIT for the Oral, Personal and Household Care segment was up 9%, with strong gains across all of the Company's developing markets and mixed results in the developed world. Lower returns were experienced in the developed world due principally to a decline in North America, as a result of trade downstocking and increased spending on advertising and research and development to position that region for future growth. EBIT for Europe increased 19%, primarily reflecting sales growth and higher gross profit margins. Asia/Africa and Latin America each increased EBIT by 20% on an already healthy base business. Pet Nutrition and Other also contributed to the overall EBIT growth led by improvement at Hill's, which increased EBIT while investing in developing markets to expand its international reach.

INTEREST EXPENSE, NET

Interest expense, net of interest income, was $205.4 in 1995 compared with $86.7 in 1994 and $46.8 in 1993. The increase in net interest expense in 1995 versus the prior two years results from higher

7

debt for the full year, incurred primarily to finance Kolynos and other acquisitions, and slightly higher effective interest rates in 1995. The increase in interest expense in 1994 from 1993 reflects higher debt from year to year due to acquisitions and share repurchases.

INCOME TAXES

The effective tax rate on income was 52.7% in 1995 versus 34.1% in 1994 and 34.5% in 1993. The overall effective rate in 1995 was impacted by the provision for restructuring, the tax benefit of which was 20% due to the effect of tax benefits in certain jurisdictions not expected to be realized. Excluding the charge, the effective income tax rate was 34.3% in 1995. Global tax planning strategies benefited the rate in all three years presented.

NET INCOME

    Net income was $172.0 in 1995 or $1.04 per share including the provision for
restructured operations of $369.2 or $2.54 per share. Excluding the special
charge, earnings were $541.2 or $3.58 per share compared to $580.2 or $3.82 per
share in 1994. The 1995 results were also impacted by the expected first-year
dilution caused by the acquisition of Kolynos, the recession and currency
devaluation in Mexico and the effect of the strategic realignment at Hill's.
Included in 1993 net income and per share amounts is the cumulative one-time
impact on prior years of adopting new mandated accounting standards effective
January 1, 1993 for income taxes, other postretirement benefits and
postemployment benefits.

- --------------------------------------------------------------------------------
                                                  1995        1994        1993
                                                --------    --------    --------
IDENTIFIABLE ASSETS
North America*
    Oral, Personal and Household Care........   $2,497.7    $2,416.0    $2,420.3
    Pet Nutrition and Other..................      496.0       473.9       446.4
                                                --------    --------    --------
Total North America..........................    2,993.7     2,889.9     2,866.7

Europe
    Oral, Personal and Household Care........    1,271.0     1,293.8     1,169.3
    Pet Nutrition and Other..................       49.5        35.7        27.8
                                                --------    --------    --------
Total Europe.................................    1,320.5     1,329.5     1,197.1

Latin America**..............................    2,158.3       845.2       804.4
Asia/Africa**................................      967.2       889.0       692.7
                                                --------    --------    --------
                                                 7,439.7     5,953.6     5,560.9

Corporate Assets.............................      202.6       188.8       200.3
                                                --------    --------    --------
Total Assets.................................   $7,642.3    $6,142.4    $5,761.2
                                                --------    --------    --------
                                                --------    --------    --------


* Assets from the U.S., Canada and Puerto Rico are combined and presented as North America.

** Assets in Latin America and Asia/Africa relate to the Oral, Personal and Household Care segment only.

 
LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operations decreased 2% to $810.2 in 1995 compared with $829.4 in 1994 and $710.4 in 1993. The decrease in cash generated by operating activities in 1995 reflects the previously discussed lower earnings in Mexico and at Hill's. Cash generated from operations was used to fund acquisitions, capital spending and an increased dividend level.

During 1995, long-term debt increased from $1,777.5 to $3,029.0. The higher debt levels were primarily incurred to finance acquisitions including Kolynos. Initially, the acquisition was funded by a bridge loan from commercial banks which was rolled into various financial instruments during 1995.

8

    In April of 1995, the Company obtained a $75.0 term loan and filed a shelf
registration for $700.0 of debt securities. No notes have been issued under this
registration. In June, the Company issued $89.2 of Swiss franc bonds and $71.7
of Luxembourg franc bonds, both of which were immediately swapped into U.S.
dollar floating rate debt. During May and June, $220.0 of medium-term notes were
issued under the shelf registration filed in May 1994.

    During 1995, the Company entered into $950.0 notional amount of interest
rate swaps converting floating rate debt to fixed rate debt and $50.0 of swaps
converting fixed rate debt to floating. In the fourth quarter of 1995, the
Company finalized a European commercial paper facility. As of December 31, 1995,
$1,143.0 of U.S. and European commercial paper was outstanding. These borrowings
carry a Standard & Poor's rating of A1 and a Moody's rating of P1. The
commercial paper as well as $235.2 of other short-term borrowings are classified
as long-term debt at December 31, 1995, as it is the Company's intent and
ability to refinance such obligations on a long-term basis. The Company has
additional sources of liquidity available in the form of lines of credit
maintained with various banks. At December 31, 1995 such unused lines of credit
amounted to $2,093.4.

    During the third quarter of 1994, the remaining outstanding principal
($32.0) of the 9.625% debentures due July 15, 2017 was retired. Also during the
third quarter, the Company obtained a $50.0 term loan. In May 1994, the Company
filed a shelf registration for $500.0 of debt securities. During the second
quarter of 1994, $208.0 of medium-term notes were issued under this registration
and $72.8 was available as of December 31, 1995.

    During 1993, the Company participated in the formation of a business that
purchases receivables, including Company receivables. Outside institutions
invested $30.5 in this entity in 1995, $15.2 in 1994 and $60.0 in 1993. The
Company consolidates this entity and the amounts invested by the outside
institutions are classified as a minority interest. In the fourth quarter of
1993, $230.0 of medium-term notes were issued under an existing registration.
These notes are currently rated A1/A by Moody's and Standard & Poor's,
respectively.

- ------------------------------------------------------------------------------
                                                     1995      1994      1993
                                                    ------    ------    ------
CAPITAL EXPENDITURES
  Oral, Personal and Household Care..............   $354.9    $343.1    $341.1
  Pet Nutrition and Other........................     76.9      57.7      23.2
                                                    ------    ------    ------
Total Capital Expenditures.......................   $431.8    $400.8    $364.3
                                                    ------    ------    ------
                                                    ------    ------    ------

DEPRECIATION AND AMORTIZATION
    Oral, Personal and Household Care............   $273.8    $213.0    $188.7
    Pet Nutrition and Other......................     26.5      22.1      20.9
                                                    ------    ------    ------
Total Depreciation and Amortization..............   $300.3    $235.1    $209.6
                                                    ------    ------    ------
                                                    ------    ------    ------


Capital expenditures in 1995 of $431.8 were 5.2% of sales compared with 5.3% of sales in 1994 and 5.1% of sales in 1993. Capital spending continues to be focused primarily on projects that yield high aftertax returns, thereby reducing the Company's cost structure. Capital expenditures for 1996 are expected to continue at the current rate of approximately 5% of sales.

Other investing activities in 1995, 1994 and 1993 included strategic acquisitions and equity investments worldwide. During 1995, the Company acquired the Kolynos oral care brand in Latin America and Odol oral care products in Argentina and made other regional investments. The aggregate purchase price of all 1995 acquisitions was $1,321.9. During 1994, the Company acquired the Cibaca toothbrush and toothpaste business in India, the NSOA laundry soap business in Senegal and several other regional brands across the Oral, Personal and Household Care segment. In October 1993, the Company acquired the liquid hand and body soap brands of S.C. Johnson in Europe, the South Pacific and other international locations. Also in 1993, the Company acquired the Cristasol glass cleaner business in Spain, increased ownership of its Indian operation to majority control and made other

9

investments. The aggregate purchase price of all 1994 and 1993 acquisitions was $149.8 and $222.5, respectively.

During 1994, the Company repurchased common shares in the open market and private transactions to provide for employee benefit plans and to maintain its targeted capital structure. Aggregate repurchases for the year approximated 6.9 million shares with a total purchase price of $411.1. During 1993, 12.6 million shares were acquired with a total purchase price of $698.1.

The ratio of net debt to total capitalization (defined as the ratio of the book values of debt less cash and marketable securities ['net debt'] to net debt plus equity) increased to 64% during 1995 from 49% in 1994. The increase in 1995 is primarily the result of the Kolynos acquisition and the restructuring charge. The ratio of market debt to market capitalization (defined as above using fair market values) increased to 23% during 1995 from 16% in 1994. The Company primarily uses market value analyses to evaluate its optimal capitalization.

Dividend payments were $284.8 in 1995 ($276.5 aftertax), up from $255.6 ($246.9 aftertax) in 1994. Common dividend payments increased to $1.76 per share in 1995 from $1.54 per share in 1994 reflecting a 15% increase in the dividend effective in the third quarter of 1995. The Series B Preference Stock dividends were declared and paid at the stated rate of $4.88 per share in 1995 and 1994. The increase in dividend payments in 1994 over 1993 reflects a 14% increase in the common dividend effective in the third quarter of 1994.

The Company utilizes interest rate agreements and foreign exchange contracts to manage interest rate and foreign currency exposures. The principal objective of such financial derivative contracts is to manage rather than attempt to eliminate fluctuations in interest rate and foreign currency movements. The Company, as a matter of policy, does not speculate in financial markets and therefore does not hold these contracts for trading purposes. The Company utilizes what are considered straightforward instruments, such as forward foreign exchange contracts and non-leveraged interest rate swaps, to accomplish its objectives.

Internally generated cash flows appear to be adequate to support currently planned business operations, acquisitions and capital expenditures. Significant acquisitions, such as the acquisition of Kolynos discussed previously, require external financing.

The Company is a party to various superfund and other environmental matters and is contingently liable with respect to lawsuits, taxes and other matters arising out of the normal course of business. Management proactively reviews and manages its exposure to, and the impact of, environmental matters. While it is possible that the Company's cash flows and results of operations in particular quarterly or annual periods could be affected by the one-time impacts of the resolution of such contingencies, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for, will not have a material impact on the Company's financial condition or ongoing cash flows and results of operations.

OUTLOOK

Looking forward into 1996, the Company is well positioned for strong growth in developing markets, particularly Asia and Latin America. However, economic uncertainty in Mexico and Venezuela may continue to impact overall results from Latin America, and its growth may be tempered until these economies become more stable. In addition, the acquisition of Kolynos is currently under review by antitrust authorities in Brazil, which is discussed further in Note 14 - -Commitments and Contingencies. Competitive pressures in Western European markets are expected to persist as business in this region will continue to be affected by low economic growth, high unemployment and retail trade consolidation. Movements in foreign currency exchange rates can also impact future operating results as measured in U.S. dollars. Hill's Pet Nutrition is expected to benefit from the strategic focus of its in-house sales force. Savings from the worldwide restructuring announced during 1995 are anticipated to begin in the latter half of 1996 and are expected to reach $100 annually by 1998. The Company expects

10

the worldwide roll-out of Colgate Baking Soda and Colgate Baking Soda & Peroxide, and the continued success of Colgate Total using patented proprietary technology to bolster worldwide oral care leadership and expects new products in all other categories to add potential for further growth. Overall, the global economic situation for 1996 is not expected to be materially different from that experienced in 1995 and the Company expects its positive momentum to continue. Historically, the consumer products industry has been less susceptible to changes in economic growth than many other industries, and therefore the Company constantly evaluates projects which will focus operations on opportunities for enhanced growth potential. Over the long term, Colgate's continued focus on its consumer products business and the strength of its global brand names, its broad international presence in both developed and developing markets, and its strong capital base all position the Company to take advantage of growth opportunities and to continue to increase profitability and shareholder value.

 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the "Index to Financial Statements" which is located on page 14 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

PART III

 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding directors and executive officers of the registrant set forth in the Proxy Statement for the 1996 Annual Meeting is incorporated herein by reference, as is the text in Part I of this report under the caption "Executive Officers of the Registrant".

 
ITEM 11. EXECUTIVE COMPENSATION

The information set forth in the Proxy Statement for the 1996 Annual Meeting is incorporated herein by reference.

 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security ownership of management set forth in the Proxy Statement for the 1996 Annual Meeting is incorporated herein by reference.

(b) There are no arrangements known to the registrant that may at a subsequent date result in a change in control of the registrant.

 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth in the Proxy Statement for the 1996 Annual Meeting is incorporated herein by reference.

 

PART IV

 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements and Financial Statement Schedules

See the "Index to Financial Statements" which is located on page 14 of this report.

(b) Exhibits. See the exhibit index begins on page 42.

(c) Reports on Form 8-K . None.

11

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)


Date March 25, 1996                                     By  /s/ REUBEN MARK
                                               .................................
                                                   Chairman of the Board and
                                                    Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

(a) Principal Executive Officer (c) Principal Accounting Officer


         /s/ REUBEN MARK                      /s/ STEPHEN C. PATRICK
 ...................................     .................................
           Reuben Mark                           Stephen C. Patrick
      Chairman of the Board                        Vice President
   and Chief Executive Officer                  Corporate Controller

Date March 25, 1996                      Date March 25, 1996

(b) Principal Financial Officer         (d) Directors:

             /s/ ROBERT M. AGATE         Vernon R. Alden, Jill K. Conway,
 ..................................       Ronald E. Ferguson, Ellen M. Hancock,
          Robert M. Agate                David W. Johnson, John P. Kendall,
  Senior Executive Vice President        Richard J. Kogan, Delano E. Lewis,
    and Chief Financial Officer          Reuben Mark, Howard B. Wentz, Jr.

Date March 25, 1996                      By     /s/ ANDREW D. HENDRY
                                         ................................
                                                  Andrew D. Hendry
                                                 as Attorney-in-Fact

                                          Date March 25, 1996


12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1995

COLGATE-PALMOLIVE COMPANY

NEW YORK, NEW YORK 10022

13

INDEX TO FINANCIAL STATEMENTS

                                                                                         PAGE
                                                                                         ----

FINANCIAL STATEMENTS

Consolidated Statements of Income for the years ended December 31, 1995, 1994 and
1993..................................................................................     15

Consolidated Balance Sheets at December 31, 1995 and 1994.............................     16

Consolidated Statements of Retained Earnings and Changes in Capital Accounts for the
years ended December 31, 1995, 1994 and 1993..........................................     17

Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and
1993..................................................................................     18

Notes to Consolidated Financial Statements............................................     19

Financial Statement Schedules for the years ended December 31, 1995, 1994 and 1993:

    II Valuation and Qualifying Accounts..............................................     37

Report of Independent Public Accountants..............................................     40

SELECTED FINANCIAL DATA

Historical Financial Summary..........................................................     41

All other financial statements and schedules not listed have been omitted since the required information is included in the financial statements or the notes thereto or is not applicable or required.

14

COLGATE-PALMOLIVE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
Dollars in Millions Except Per Share Amounts

 

                                                                   1995        1994        1993
                                                                 --------    --------    --------
Net sales.....................................................   $8,358.2    $7,587.9    $7,141.3
Cost of sales.................................................    4,353.1     3,913.3     3,729.9
                                                                 --------    --------    --------
Gross profit..................................................    4,005.1     3,674.6     3,411.4

Selling, general and administrative expenses..................    2,879.6     2,625.2     2,457.1
Provision for restructured operations.........................      460.5       --          --
Other expense, net............................................       96.1        82.8        71.3
Interest expense, net of interest income of $30.6, $34.2, and
$22.7, respectively...........................................      205.4        86.7        46.8
                                                                 --------    --------    --------
Income before income taxes....................................      363.5       879.9       836.2

Provision for income taxes....................................      191.5       299.7       288.1
                                                                 --------    --------    --------

Income before changes in accounting...........................      172.0       580.2       548.1

Cumulative effect on prior years of accounting changes........      --          --         (358.2)
                                                                 --------    --------    --------
    Net income................................................   $  172.0    $  580.2    $  189.9
                                                                 --------    --------    --------
                                                                 --------    --------    --------

Earnings per common share, primary:
  Income before changes in accounting.........................   $   1.04    $   3.82    $   3.38
  Cumulative effect on prior years of accounting changes......      --          --          (2.30)
                                                                 --------    --------    --------
      Net income per share....................................   $   1.04    $   3.82    $   1.08
                                                                 --------    --------    --------
                                                                 --------    --------    --------

Earnings per common share, assuming full dilution:
  Income before changes in accounting.........................   $   1.02    $   3.56    $   3.15
  Cumulative effect on prior years of accounting changes......      --          --          (2.10)
                                                                 --------    --------    --------
      Net income per share....................................   $   1.02    $   3.56    $   1.05
                                                                 --------    --------    --------
                                                                 --------    --------    --------

See Notes to Consolidated Financial Statements.

15

COLGATE-PALMOLIVE COMPANY
CONSOLIDATED BALANCE SHEETS
Dollars in Millions Except Per Share Amounts

 

                                                                         1995           1994
                                                                       ---------      ---------
   ASSETS
Current Assets
  Cash and cash equivalents.........................................   $   208.8      $   169.9
  Marketable securities.............................................        47.8           47.6
  Receivables (less allowances of $31.9 and $23.1, respectively)....     1,116.9        1,049.6
  Inventories.......................................................       774.8          713.9
  Other current assets..............................................       211.9          196.7
                                                                       ---------      ---------
    Total current assets............................................     2,360.2        2,177.7

  Property, plant and equipment, net................................     2,155.2        1,988.1
  Goodwill and other intangibles, net...............................     2,741.7        1,671.8
  Other assets......................................................       385.2          304.8
                                                                       ---------      ---------
                                                                       $ 7,642.3      $ 6,142.4
                                                                       ---------      ---------
                                                                       ---------      ---------
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Notes and loans payable...........................................   $   204.4      $   181.9
  Current portion of long-term debt.................................        37.0           26.0
  Accounts payable..................................................       738.7          694.9
  Accrued income taxes..............................................        76.7           85.1
  Other accruals....................................................       696.3          541.3
                                                                       ---------      ---------
    Total current liabilities.......................................     1,753.1        1,529.2

Long-term debt......................................................     2,992.0        1,751.5
Deferred income taxes...............................................       237.3          295.4
Other liabilities...................................................       980.1          743.4

Shareholders' Equity
  Preferred stock...................................................       403.5          408.4
  Common stock, $1 par value (500,000,000 shares authorized,
183,213,295 shares issued)..........................................       183.2          183.2
  Additional paid-in capital........................................     1,033.7        1,020.4
  Retained earnings.................................................     2,392.2        2,496.7
  Cumulative translation adjustments................................      (513.0)        (439.3)
                                                                       ---------      ---------
                                                                         3,499.6        3,669.4
  Unearned compensation.............................................      (378.0)        (384.1)
  Treasury stock, at cost...........................................    (1,441.8)      (1,462.4)
                                                                       ---------      ---------
    Total shareholders' equity......................................     1,679.8        1,822.9
                                                                       ---------      ---------
                                                                       $ 7,642.3      $ 6,142.4
                                                                       ---------      ---------
                                                                       ---------      ---------

See Notes to Consolidated Financial Statements.

16

COLGATE-PALMOLIVE COMPANY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
Dollars in Millions

 

                                                                   1995        1994        1993
                                                                 --------    --------    --------
Balance, January 1............................................   $2,496.7    $2,163.4    $2,204.9
ADD:
  Net income..................................................      172.0       580.2       189.9
                                                                 --------    --------    --------
                                                                  2,668.7     2,743.6     2,394.8
                                                                 --------    --------    --------
DEDUCT:
  Dividends declared:
    Series B Convertible Preference Stock, net of income
taxes.........................................................       21.1        21.1        21.1
    Preferred stock...........................................         .5          .5          .5
    Common stock..............................................      254.9       225.3       209.8
                                                                 --------    --------    --------
                                                                    276.5       246.9       231.4
                                                                 --------    --------    --------
Balance, December 31..........................................   $2,392.2    $2,496.7    $2,163.4
                                                                 --------    --------    --------
                                                                 --------    --------    --------

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL ACCOUNTS
Dollars in Millions

                                             COMMON STOCK         ADDITIONAL        TREASURY STOCK
                                         ---------------------     PAID-IN      ----------------------
                                           SHARES       AMOUNT     CAPITAL        SHARES       AMOUNT
                                         -----------    ------    ----------    ----------    --------
Balance, January 1, 1993..............   160,240,404    $183.2     $   985.3    22,972,891    $  467.3
Shares issued for stock options.......     1,408,105      --             9.6    (1,408,105)      (34.7)
Treasury stock acquired...............   (12,610,423)     --          --        12,610,423       698.1
Other.................................       218,517      --             6.0      (218,517)       (6.7)
                                         -----------    ------    ----------    ----------    --------
Balance, December 31, 1993............   149,256,603     183.2       1,000.9    33,956,692     1,124.0
Shares issued for stock options.......     1,803,574      --             1.6    (1,803,574)      (63.4)
Treasury stock acquired...............    (6,923,325)     --          --         6,923,325       411.1
Other.................................       267,385      --            17.9      (267,385)       (9.3)
                                         -----------    ------    ----------    ----------    --------
Balance, December 31, 1994............   144,404,237     183.2       1,020.4    38,809,058     1,462.4
Shares issued for stock options.......     2,252,955      --            13.7    (2,252,955)      (85.5)
Treasury stock acquired...............    (1,117,099)     --          --         1,117,099        77.7
Other.................................       313,779      --            (0.4)     (313,779)      (12.8)
                                         -----------    ------    ----------    ----------    --------
Balance, December 31, 1995............   145,853,872    $183.2     $ 1,033.7    37,359,423    $1,441.8
                                         -----------    ------    ----------    ----------    --------
                                         -----------    ------    ----------    ----------    --------

See Notes to Consolidated Financial Statements.

17

COLGATE-PALMOLIVE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in Millions

 

                                                                    1995        1994       1993
                                                                  ---------    -------    -------
OPERATING ACTIVITIES
  Net income...................................................   $   172.0    $ 580.2    $ 189.9
  Adjustments to reconcile net income to net cash provided by
    operations:
    Cumulative effect on prior years of accounting changes.....      --          --         358.2
    Restructured operations, net...............................       424.9      (39.1)     (77.0)
    Depreciation and amortization..............................       300.3      235.1      209.6
    Deferred income taxes and other, net.......................       (62.9)      64.7       53.6
    Cash effects of changes in:
      Receivables..............................................       (44.1)     (50.1)    (103.6)
      Inventories..............................................       (26.1)     (44.5)      31.7
      Other current assets.....................................       (42.4)      (7.8)      (4.6)
      Payables and accruals....................................        88.5       90.9       52.6
                                                                  ---------    -------    -------
        Net cash provided by operations........................       810.2      829.4      710.4
                                                                  ---------    -------    -------
INVESTING ACTIVITIES
  Capital expenditures.........................................      (431.8)    (400.8)    (364.3)
  Payment for acquisitions, net of cash acquired...............    (1,300.4)    (146.4)    (171.2)
  Sale of marketable securities and other investments..........         6.2       58.4       33.8
  Other, net...................................................       (17.2)      31.1       49.2
                                                                  ---------    -------    -------
        Net cash used for investing activities.................    (1,743.2)    (457.7)    (452.5)
                                                                  ---------    -------    -------
FINANCING ACTIVITIES
  Principal payments on debt...................................       (17.1)     (88.3)    (200.8)
  Proceeds from issuance of debt, net..........................     1,220.0      316.4      782.1
  Proceeds from outside investors..............................        30.5       15.2       60.0
  Dividends paid...............................................      (276.5)    (246.9)    (231.4)
  Purchase of common stock.....................................        (9.0)    (357.9)    (657.2)
  Proceeds from exercise of stock options and other, net.......        28.3       18.5       21.8
                                                                  ---------    -------    -------
        Net cash provided by (used for) financing activities...       976.2     (343.0)    (225.5)
                                                                  ---------    -------    -------
  Effect of exchange rate changes on cash and cash
equivalents....................................................        (4.3)      (2.9)      (6.2)
                                                                  ---------    -------    -------
  Net increase in cash and cash equivalents....................        38.9       25.8       26.2
  Cash and cash equivalents at beginning of year...............       169.9      144.1      117.9
                                                                  ---------    -------    -------
  Cash and cash equivalents at end of year.....................   $   208.8    $ 169.9    $ 144.1
                                                                  ---------    -------    -------
                                                                  ---------    -------    -------

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid..............................................   $   292.5    $ 261.1    $ 216.4
Interest paid..................................................   $   228.6    $  96.9    $  59.1
Non-cash consideration in payment for acquisitions.............   $    48.9    $   8.0    $  36.3
Principal payments on ESOP debt, guaranteed by the Company.....   $    (4.4)   $  (4.0)   $  (3.4)

See Notes to Consolidated Financial Statements.

18

COLGATE-PALMOLIVE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Dollars in Millions Except Per Share Amounts

1. NATURE OF OPERATIONS

The Company manufactures and markets a wide variety of products in the U.S. and around the world in two distinct business segments: Oral, Personal and Household Care, and Pet Nutrition. Oral, Personal and Household Care products include toothpastes, oral rinses and toothbrushes, bar and liquid soaps, shampoos, conditioners, deodorants and antiperspirants, baby and shave products, laundry and dishwashing detergents, fabric softeners, cleansers and cleaners, bleaches, and other similar items. These products are sold primarily to wholesale and retail distributors worldwide. Pet Nutrition products include pet food products manufactured and marketed by Hill's Pet Nutrition. The principal customers for Pet Nutrition products are veterinarians and large-format specialty pet retailers. Principal global trademarks include Colgate, Palmolive, Mennen, Kolynos, Ajax, Soupline/Suavitel, Fab, Science Diet and Prescription Diet in addition to various regional trademarks.

The Company's principal classes of products accounted for the following percentages of worldwide sales for the past three years:

                                             1995    1994    1993
                                             ----    ----    ----
Oral Care.................................    30%     26%     25%
Personal Care.............................    22%     24%     24%
Household Surface Care....................    16%     17%     17%
Fabric Care...............................    18%     18%     19%
Pet Nutrition.............................     9%     11%     11%

Company products are marketed under highly competitive conditions. Products similar to those produced and sold by the Company are available from competitors in the U.S. and overseas. Product quality, brand recognition and acceptance, and marketing capability largely determine success in the Company's business segments. The financial and descriptive information on the Company's geographic area and industry segment data, appearing in the tables contained in management's discussion, is an integral part of these financial statements. More than half of the Company's net sales, operating profit and identifiable assets are attributable to overseas operations. Transfers between geographic areas are not significant.

The Company's products are generally marketed by a sales force employed by each individual subsidiary or business unit. In some instances outside jobbers and brokers are used. Most raw materials used worldwide are purchased from others, are available from several sources and are generally available in adequate supply. Products and commodities such as tallow and essential oils are subject to wide price variations. No one of the Company's raw materials represents a significant portion of total material requirements.

Trademarks are considered to be of material importance to the Company's business; consequently the practice is followed of seeking trademark protection by all available means. Although the Company owns a number of patents, no one patent is considered significant to the business taken as a whole.

19

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements include the accounts of Colgate-Palmolive Company and its majority-owned subsidiaries. Intercompany transactions and balances have been eliminated. Investments in companies in which the Company's interest is between 20% and 50% are accounted for using the equity method. The Company's share of the net income from such investments is recorded as equity earnings and is classified as other expense, net in the Consolidated Statements of Income.

REVENUE RECOGNITION

Sales are recorded at the time products are shipped to trade customers. Net sales reflect units shipped at selling list prices reduced by promotion allowances.

ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Investments in short-term securities that do not meet the definition of cash equivalents are classified as marketable securities. Marketable securities are reported at cost, which equals market.

INVENTORIES

Inventories are valued at the lower of cost or market. The last-in, first-out (LIFO) method is used to value substantially all inventories in the U.S. as well as in certain overseas locations. The remaining inventories are valued using the first-in, first-out (FIFO) method.

PROPERTY, PLANT AND EQUIPMENT

Land, buildings, and machinery and equipment are stated at cost. Depreciation is provided, primarily using the straight-line method, over estimated useful lives ranging from 3 to 40 years.

GOODWILL AND OTHER INTANGIBLES

Goodwill represents the excess of purchase price over the fair value of identifiable tangible and intangible net assets of businesses acquired. Goodwill and other intangibles are amortized on a straight-line basis over periods not exceeding 40 years. The recoverability of carrying values of intangible assets is evaluated on a recurring basis. The primary indicators of recoverability are current and forecasted profitability of a related acquired business. For the three-year period ended December 31, 1995, there

20

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED) were no material adjustments to the carrying values of intangible assets resulting from these evaluations.

INCOME TAXES

Deferred taxes are recognized for the expected future tax consequences of temporary differences between the amounts carried for financial reporting and tax purposes. Provision is made currently for taxes payable on remittances of overseas earnings; no provision is made for taxes on overseas retained earnings that are deemed to be permanently reinvested.

POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

The cost of postretirement health care and other benefits is actuarially determined and accrued over the service period of covered employees.

TRANSLATION OF OVERSEAS CURRENCIES

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

For subsidiaries operating in highly inflationary environments, inventories, goodwill and property, plant and equipment are translated at the rate of exchange on the date the assets were acquired, while other assets and liabilities are translated at year-end exchange rates. Translation adjustments for these operations are included in net income.

GEOGRAPHIC AREAS AND INDUSTRY SEGMENTS

The financial and descriptive information on the Company's geographic area and industry segment data, appearing in the tables contained in management's discussion of this report, is an integral part of these financial statements.

3. ACQUISITIONS

On January 10, 1995, the Company acquired the worldwide Kolynos oral care business ("Kolynos") from American Home Products Corporation for $1,040.0 in cash. Kolynos is a multinational oral care business operating primarily in South America and having a presence in Greece, Taiwan and Hungary. The acquired assets of the Kolynos business, located principally in Argentina, Brazil, Colombia, Ecuador, Peru and Uruguay, include trademarks and other intellectual property, accounts receivable, inventories, and property, plant and equipment that is utilized in the production of toothpaste, toothbrushes, dental floss and oral rinses.

The transaction was structured as a multinational acquisition of assets and stock and was accounted for under the purchase method of accounting, with the results of operations of Kolynos included with the results of the Company from January 10, 1995.

21

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

3. ACQUISITIONS--(CONTINUED)

The acquisition is currently being reviewed by antitrust regulatory authorities in Brazil. The financing used to acquire the Kolynos business was provided by commercial banks and refinanced during the year with long-term obligations.

The net book value of Kolynos assets was approximately $50.0. The purchase price was allocated to the acquired assets based upon preliminary determination of their respective fair values and is subject to adjustment. The cost in excess of the fair value of acquired assets is being amortized over 40 years.

The following unaudited pro forma summary combines the results of the operations of the Company and Kolynos as if the acquisition had occurred as of the beginning of 1994 after giving effect to certain adjustments, including amortization of goodwill, increased interest expense on the acquisition debt incurred and the related income tax effects.

 

SUMMARIZED PRO FORMA COMBINED RESULTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1994

 
Net sales...............................                 $7,864.0
Income before income taxes..............                    835.4
Net income..............................                    550.9
Primary earnings per common share.......                     3.62
Fully diluted earnings per common share.                     3.38

The pro forma financial information is not necessarily indicative of either the results of operations that would have occurred had the Company and Kolynos actually been combined during the year ended December 31, 1994, or the future results of operations of the combined companies. Although the Company intends to operate Kolynos in Brazil as a separate operation, there are certain other benefits that are anticipated to be realized from the implementation of the Company's integration plans which are not included in the pro forma information. The Company believes that future growth opportunities, as well as the benefits of such integration plans when fully implemented, will reduce and eventually more than offset any dilutive impact on earnings per share.

In addition, during 1995, the Company acquired the Odol oral care business in Argentina, the Barbados Cosmetic Products business in the Caribbean as well as other regional brands in the Oral, Personal and Household Care Segment. The aggregate purchase price of all 1995 acquisitions was $1,321.9.

During 1994, the Company acquired the Cibaca toothpaste and toothbrush business in India, the NSOA laundry soap business in Senegal, Nevex non-chlorine bleach in Venezuela, and Na Pancha laundry soap in Peru as well as several other regional brands in the Oral, Personal and Household Care segment. The aggregate purchase price of all 1994 acquisitions was $149.8.

In October 1993, the Company acquired the liquid hand and body soap brands of S.C. Johnson in Europe, the South Pacific and other international locations. During that year, the Company also acquired the Cristasol glass cleaner business in Spain, increased ownership of its Indian operation to majority control and made other investments. The aggregate purchase price of all 1993 acquisitions was $222.5.

22

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

3. ACQUISITIONS--(CONTINUED) All of these acquisitions have been accounted for as purchases, and, accordingly, the purchase prices were allocated to the net tangible and intangible assets acquired based on estimated fair values at the dates of the respective acquisitions. The results of operations have been included in the Consolidated Financial Statements since the respective acquisition dates. The inclusion of pro forma financial data for all acquisitions except Kolynos prior to the dates of acquisition would not have materially affected reported results.

4. RESTRUCTURED OPERATIONS

In September 1995, the Company announced a major worldwide restructuring of its manufacturing and administrative operations designed to further enhance profitable growth over the next several years by generating significant efficiencies and improving competitiveness. As a result of this rationalization, 24 of the 112 factories worldwide will be closed or significantly reconfigured. The worldwide workforce will be reduced by approximately 3,000 employees or
8.5%, of which a reduction of approximately 150 occurred during 1995.

The changes are expected to be substantially completed during 1997 in facilities around the world, but primarily in North America and Europe. Hill's Pet Nutrition and locations in Asia/Africa and certain Latin American countries, including Mexico, are also affected. The charge includes employee termination costs, expenses associated with the realignment of the Company's global manufacturing operations as well as settlement of contractual obligations.

The worldwide restructuring program resulted in a 1995 pretax charge of $460.5 ($369.2 net of tax) or $2.54 per share for the year.

A summary of the restructuring reserve established in 1995 is as follows:

                                              ORIGINAL   UTILIZED   BALANCE AT
                                              RESERVE    IN 1995    END OF YEAR
                                              --------   --------   -----------
Workforce..................................    $ 210.0    $  4.2      $ 205.8
Manufacturing plants.......................      204.1       7.2        196.9
Settlement of contractual obligations......       46.4      13.5         32.9
                                              --------   --------   -----------
Total......................................    $ 460.5    $ 24.9      $ 435.6
                                              --------   --------   -----------
                                              --------   --------   -----------

Of the restructuring reserve remaining as of December 31, 1995, $100.0 is classified as a current liability, $175.9 as a noncurrent liability and $159.7 as a reduction of fixed assets.

23

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

5. LONG-TERM DEBT AND CREDIT FACILITIES

Long-term debt consists of the following at December 31:

                                                                             1995        1994
                                                                           --------    --------
Commercial paper at interest rates ranging from 5.3% to 5.8%............   $1,143.0    $  609.8
Other short-term borrowings, reclassified...............................      235.2       --
ESOP serial notes, guaranteed by the Company, due from 2001 through 2009
at interest rates ranging from 8.2% to 8.9%.............................      390.2       394.6
Medium-term notes due from 1996 through 2003 at interest rates ranging
from 5.5% to 7.2%.......................................................      381.8       397.5
Medium-term notes due from 1997 through 2025 at interest rates ranging
from 6.7% to 7.6%.......................................................      425.8       207.1
7.25% and 7.10% term loans due 1999 and 2000............................      125.0        50.0
4.75% Swiss franc bonds due 1998*.......................................       89.2       --
7.50% Luxembourg franc bonds due 2001*..................................       71.7       --
12.43% Canadian dollar notes due 2030...................................       52.8        57.9
Other...................................................................      114.3        60.6
                                                                           --------    --------
                                                                            3,029.0     1,777.5
Less: current portion of long-term debt.................................       37.0        26.0
                                                                           --------    --------
                                                                           $2,992.0    $1,751.5
                                                                           --------    --------
                                                                           --------    --------


* These bonds have been swapped into U.S. dollar floating rate liabilities.

Other debt consists of capitalized leases and individual fixed and floating rate issues of less than $30.0 with various maturities. Commercial paper and certain other short-term borrowings are classified as long-term debt in accordance with the Company's intent and ability to refinance such obligations on a long-term basis. The Company has swapped the majority of these liabilities into long-term fixed rates ranging from 5.3% to 8.2%. Scheduled maturities of debt outstanding at December 31, 1995, excluding short-term borrowings reclassified, are as follows: 1996--$37.0; 1997--$142.2; 1998--$179.9; 1999-- $166.5; 2000--$231.6, and $893.6 thereafter.

At December 31, 1995, the Company had unused credit facilities amounting to $2,093.4. Commitment fees related to credit facilities are not material. The weighted average interest rate on all short-term borrowings as of December 31, 1995 and 1994 was 7.8% and 7.9%, respectively.

6. CAPITAL STOCK AND STOCK COMPENSATION PLANS

PREFERRED STOCK

Preferred Stock consists of 250,000 authorized shares without par value. It is issuable in series, of which one series of 125,000 shares, designated $4.25 Preferred Stock, with a stated and redeemable value of $100 per share, has been issued and is outstanding. The $4.25 Preferred Stock is redeemable only at the option of the Company.

24

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

6. CAPITAL STOCK AND STOCK COMPENSATION PLANS--(CONTINUED)

PREFERENCE STOCK

In 1988, the Company authorized the issuance of 50,000,000 shares of Preference Stock, without par value. The Series B Convertible Preference Stock, which is convertible into two shares of common stock, ranks junior to all series of the Preferred Stock. At December 31, 1995 and 1994, 6,014,615 and 6,091,375 shares of Series B Convertible Preference Stock, respectively, were outstanding and issued to the Company's ESOP.

SHAREHOLDER RIGHTS PLAN

Under the Company's Shareholder Rights Plan, each share of the Company's common stock carries with it one Preference Share Purchase Right. The Rights themselves will at no time have voting power or pay dividends. The Rights become exercisable only if a person or group acquires 20% or more of the Company's common stock or announces a tender offer, the consummation of which would result in ownership by a person or group of 20% or more of the common stock. When exercisable, each Right entitles a holder to buy one two-hundredth of a share of a new series of preference stock at an exercise price of $87.50.

If the Company is acquired in a merger or other business combination, each Right will entitle a holder to buy, at the Right's then current exercise price, a number of the acquiring company's common shares having a market value of twice such price. In addition, if a person or group acquires 30% or more of the Company's common stock, other than pursuant to a cash tender offer for all shares in which such person or group increases its stake from below 20% to 80% or more of the outstanding shares, each Right will entitle its holder (other than such person or members of such group) to purchase, at the Right's then current exercise price, a number of shares of the Company's common stock having a market value of twice the Right's exercise price.

Further, at any time after a person or group acquires 30% or more (but less than 50%) of the Company's common stock, the Board of Directors may, at its option, exchange part or all of the Rights (other than Rights held by the acquiring person or group) for shares of the Company's common stock on a one-for-one basis.

The Company, at the option of its Board of Directors, may redeem the Rights for $.005 at any time before the acquisition by a person or group of beneficial ownership of 20% or more of its common stock. The Board of Directors is also authorized to reduce the 20% and 30% thresholds to not less than 15%. Unless redeemed earlier, the Rights will expire on October 24, 1998.

INCENTIVE STOCK PLAN

The Company has a plan which provides for grants of restricted stock awards for officers and other executives of the Company and its major subsidiaries. A committee of non-employee members of the Board of Directors administers the plan. During 1995 and 1994, 155,094 and 80,249 shares, respectively were awarded to employees in accordance with the provisions of the plan.

25

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

6. CAPITAL STOCK AND STOCK COMPENSATION PLANS--(CONTINUED)

STOCK OPTION PLAN

The Company's 1987 Stock Option Plan provides for the issuance of non-qualified stock options to officers and key employees. Options are granted at prices not less than the fair market value on the date of grant. At December 31, 1995, 1,779,497 shares of common stock were available for future grants.

During 1992, an Accelerated Ownership feature was added to the 1987 Stock Option Plan. The Accelerated Ownership feature provides for the grant of new options when previously owned shares of Company stock are used to exercise existing options. The number of new options granted under this feature is equal to the number of shares of previously owned Company stock used to exercise the original options and to pay the related required U.S. income tax. The new options are granted at a price equal to the fair market value on the date of the new grant and have the same expiration date as the original options exercised.

Stock option plan activity is summarized below:

                                                 1995                1994
                                           ----------------    ----------------
Options outstanding, January 1..........         10,261,408           9,626,394
Granted.................................          2,581,173           2,528,109
Exercised...............................         (2,252,955)         (1,803,574)
Canceled or expired.....................            (93,731)            (89,521)
                                           ----------------    ----------------
Options outstanding, December 31........         10,495,895          10,261,408
                                           ----------------    ----------------
                                           ----------------    ----------------
Options exercisable, December 31........          6,770,039           6,402,658
                                           ----------------    ----------------
                                           ----------------    ----------------
Option price range at exercise..........   $13.28 to $64.88    $11.88 to $57.94
                                           ----------------    ----------------
                                           ----------------    ----------------
Option price range, December 31.........   $19.53 to $99.79    $13.28 to $99.79
                                           ----------------    ----------------
                                           ----------------    ----------------

In October 1995, the Financial Accounting Standards Board issued Statement No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). This Statement is effective beginning in 1996, with earlier application permitted. Although the statement encourages entities to adopt the fair value based method of accounting for employee stock options, the Company intends to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". Adoption of SFAS 123 will require the Company to disclose additional information relating to the stock option plan and the Company's pro forma net income and earnings per share, as if the options granted were expensed at their estimated fair value at the time of grant.

7. EMPLOYEE STOCK OWNERSHIP PLAN

In 1989, the Company expanded its employee stock ownership plan (ESOP) through the introduction of a leveraged ESOP covering certain employees who have met certain eligibility requirements. The ESOP issued $410.0 of long-term notes due through 2009 bearing an average interest rate of 8.6%. The long-term notes, which are guaranteed by the Company, are recorded on the accompanying Consolidated Balance Sheets. The ESOP used the proceeds of the notes to purchase
6.3 million shares of Series B Convertible Preference Stock from the Company. The Stock has a minimum redemption price of $65 per share and pays semiannual dividends equal to the higher of $2.44 or the current dividend paid on

26

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

7. EMPLOYEE STOCK OWNERSHIP PLAN--(CONTINUED)

two common shares for the comparable six-month period. Each share may be converted by the Trustee into two shares of common stock.

Dividends on these preferred shares, as well as common shares also held by the ESOP, are paid to the ESOP trust and, together with Company contributions, are used by the ESOP to repay principal and interest on the outstanding notes. Preferred shares are released for allocation to participants based upon the ratio of the current year's debt service to the sum of total principal and interest payments over the life of the loan. At December 31, 1995, 1,190,498 shares were allocated to participant accounts.

Dividends on these preferred shares are deductible for income tax purposes and, accordingly, are reflected net of their tax benefit in the Consolidated Statements of Retained Earnings.

Annual expense related to the leveraged ESOP, determined as interest incurred on the notes, less dividends received on the shares held by the ESOP, plus the higher of either principal repayments on the notes or the cost of shares allocated, was $8.3 in 1995, $8.0 in 1994 and $7.9 in 1993. Similarly, unearned compensation, shown as a reduction in shareholders' equity, is reduced by the higher of principal payments or the cost of shares allocated.

Interest incurred on the ESOP's notes amounted to $33.9 in 1995, $34.2 in 1994 and $34.5 in 1993. The Company paid dividends on the stock held by the ESOP of $31.7 in 1995, $32.3 in 1994 and $32.7 in 1993. Company contributions to the ESOP were $6.4 in 1995 and $5.7 in 1994 and 1993.

8. RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS

RETIREMENT PLANS

The Company, its U.S. subsidiaries and a majority of its overseas subsidiaries maintain pension plans covering substantially all of their employees. Most plans provide pension benefits that are based primarily on years of service and employees' career earnings. In the Company's principal U.S. plans, funds are contributed to trustees in accordance with regulatory limits to provide for current service and for any unfunded projected benefit obligation over a reasonable period. To the extent these requirements are exceeded by plan assets, a contribution may not be made in a particular year. Plan assets consist principally of common stocks, guaranteed investment contracts with insurance companies, investments in real estate funds and U.S. Government obligations.

Net periodic pension expense of the plans includes the following components:

                                                      1995                 1994                 1993
                                               ------------------    -----------------    -----------------
                                                U.S.     OVERSEAS     U.S.    OVERSEAS     U.S.    OVERSEAS
                                               -------   --------    ------   --------    ------   --------

Service cost--benefits earned during the
period.......................................  $  19.1    $ 15.4     $ 23.1    $ 17.9     $ 18.7    $ 12.3
Interest cost on projected benefit
obligation...................................     64.5      16.8       63.1      15.3       64.2      15.4
Actual return on plan assets.................   (134.7)    (13.0)      (3.1)     (2.2)     (95.2)    (15.2)
Net amortization and deferral................     61.5       4.7      (69.1)     (7.0)      19.5       7.1
                                               -------   --------    ------   --------    ------   --------
Net pension expense..........................  $  10.4    $ 23.9     $ 14.0    $ 24.0     $  7.2    $ 19.6
                                               -------   --------    ------   --------    ------   --------
                                               -------   --------    ------   --------    ------   --------

27

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

8. RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS--(CONTINUED)

The following table sets forth the funded status of the plans at December 31:

                                                                1995                    1994
                                                         -------------------     -------------------
                                                          U.S.      OVERSEAS      U.S.      OVERSEAS
                                                         -------    --------     -------    --------

Plan assets at fair value.............................   $ 817.5    $  157.2     $ 739.2    $  137.3
                                                         -------    --------     -------    --------
Actuarial present value of benefit obligations:
  Vested obligation...................................     806.5       223.5       676.6       189.4
  Nonvested obligation................................      57.7        23.5        52.0        21.5
                                                         -------    --------     -------    --------
Accumulated benefit obligation........................     864.2       247.0       728.6       210.9
Additional benefits related to assumed future
compensation levels...................................      58.1        37.2        43.6        30.4
                                                         -------    --------     -------    --------
Projected benefit obligation..........................     922.3       284.2       772.2       241.3
                                                         -------    --------     -------    --------
Plan assets (less than) projected benefit
obligation............................................    (104.8)     (127.0)      (33.0)     (104.0)
Deferral of net actuarial changes and other, net......     161.4         6.7        96.7        (3.3)
Unrecognized prior service cost.......................      21.1         2.1        21.9         3.3
Unrecognized transition asset.........................     (28.3)       (3.6)      (36.2)       (4.3)
Additional liability..................................     --            (.2)      --            (.7)
                                                         -------    --------     -------    --------
Prepaid (accrued) pension cost recognized in the
Consolidated Balance Sheets...........................   $  49.4    $ (122.0)    $  49.4    $ (109.0)
                                                         -------    --------     -------    --------
                                                         -------    --------     -------    --------

The actuarial assumptions used to determine the projected benefit obligation of the plans were as follows:

                                                                                     OVERSEAS
                                                              U.S.              (WEIGHTED AVERAGE)
                                                      --------------------    -----------------------
                                                      1995    1994    1993    1995     1994     1993
                                                      ----    ----    ----    -----    -----    -----
Settlement rates...................................   7.00%   8.75%   7.25%    8.46%    8.38%    7.83%
Long-term rates of compensation increase...........   5.50%   5.75%   5.75%    5.47%    5.53%    5.30%
Long-term rates of return on plan assets...........   9.25%   9.25%   9.25%   10.50%   10.88%   10.32%

When remeasuring the pension obligation, the Company reassesses each actuarial assumption. In accordance with generally accepted accounting principles, the settlement rate assumption is pegged to long-term bond rates to reflect the cost to satisfy the pension obligation currently, while the other assumptions reflect the long-term outlook of rates of compensation increases and return on assets.

OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

The Company and certain of its subsidiaries provide health care and life insurance benefits for retired employees to the extent not provided by government-sponsored plans.

Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106). SFAS 106 required the Company to change its method of accounting for its postretirement life and health care benefits provided to retirees from the "pay-as-you-go" basis to accruing such costs over the working lives of the employees. The Company utilizes a portion of its leveraged ESOP, in the form of

28

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

8. RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS--(CONTINUED)

future retiree contributions, to reduce its obligation to provide these postretirement benefits. Postretirement benefits currently are not funded. The Company also adopted SFAS 112, "Employers' Accounting for Postemployment Benefits." SFAS 112 requires accrual accounting for the estimated cost of benefits provided to former or inactive employees after employment but before retirement.

The cumulative effect on prior years of adopting SFAS 106 and 112 as of January 1, 1993 resulted in a pretax charge during 1993 of $195.7 ($129.2 aftertax or $.83 per share), of which $189.5 related to SFAS 106 and $6.2 related to SFAS 112. This non-cash charge represented the accumulated benefit obligation net of related accruals previously recorded by the Company as of January 1, 1993.

Postretirement benefits expense includes the following components:

                                                        1995     1994     1993
                                                        -----    -----    -----
Service cost--benefits earned during the period......   $ 1.9    $ 2.2    $ 3.7
Annual ESOP allocation...............................    (4.2)    (5.7)    (6.2)
Interest cost on accumulated postretirement benefit
obligation...........................................    13.7     14.2     16.4
Amortization of unrecognized net (gain)..............    (3.4)     (.1)    --
                                                        -----    -----    -----
    Net postretirement expense.......................   $ 8.0    $10.6    $13.9
                                                        -----    -----    -----
                                                        -----    -----    -----

The actuarial present value of postretirement benefit obligations included in Other liabilities in the Consolidated Balance Sheets is comprised of the following components, at December 31:

                                                              1995      1994
                                                             ------    ------
Retirees..................................................   $145.2    $144.9
Active participants eligible for retirement...............      2.0       2.9
Other active participants.................................      9.2      17.0
                                                             ------    ------
Accumulated postretirement benefit obligation.............    156.4     164.8
Unrecognized net gain.....................................     44.4      38.5
                                                             ------    ------
Accrued postretirement benefit liability..................   $200.8    $203.3
                                                             ------    ------
                                                             ------    ------

The principal actuarial assumptions used in the measurement of the accumulated benefit obligation were as follows:

                                                                     1995      1994      1993
                                                                     -----     -----     -----
Discount rate....................................................     7.00%     8.75%     7.25%
Current medical cost trend rate..................................     8.00%    10.00%    10.00%
Ultimate medical cost trend rate.................................     5.00%     6.25%     5.00%
Medical cost trend rate decreases ratably to ultimate in year....     1999      2001      2001
ESOP growth rate.................................................    10.00%    10.00%    10.00%

When remeasuring the accumulated benefit obligation, the Company reassesses each actuarial assumption.

The cost of these postretirement medical benefits is dependent upon a number of factors, the most significant of which is the rate at which medical costs increase in the future. The effect of a 1% increase

29

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

8. RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS--(CONTINUED)

in the assumed medical cost trend rate would increase the accumulated postretirement benefit obligation by approximately $12.5; annual expense would not be materially affected.

9. INCOME TAXES

Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). The one-time non-cash charge for the recalculation of income taxes was $229.0 ($1.47 per share), which was recorded in 1993.

The provision for income taxes on income before changes in accounting consists of the following for the years ended December 31:

                                                  1995      1994      1993
                                                 ------    ------    ------
United States.................................   $ 18.0    $ 43.3    $ 75.9
Overseas......................................    173.5     256.4     212.2
                                                 ------    ------    ------
                                                 $191.5    $299.7    $288.1
                                                 ------    ------    ------
                                                 ------    ------    ------

Differences between accounting for financial statement purposes and accounting for tax purposes result in taxes currently payable (lower) higher than the total provision for income taxes as follows:

                                                 1995      1994      1993
                                                ------    ------    ------
Excess of tax over book depreciation.........   $(18.9)   $(32.8)   $(18.7)
Net restructuring accrual (spending).........     70.5     (19.0)    (24.2)
Other, net...................................     (5.3)      5.6     (13.8)
                                                ------    ------    ------
                                                $ 46.3    $(46.2)   $(56.7)
                                                ------    ------    ------
                                                ------    ------    ------

The components of income before income taxes are as follows for the three years ended December 31:

                                                1995       1994      1993
                                               -------    ------    ------
United States...............................   $(121.1)   $181.8    $256.9
Overseas....................................     484.6     698.1     579.3
                                               -------    ------    ------
                                               $ 363.5    $879.9    $836.2
                                               -------    ------    ------
                                               -------    ------    ------

The difference between the statutory United States federal income tax rate and the Company's global effective tax rate as reflected in the Consolidated Statements of Income is as follows:

                       % OF INCOME BEFORE TAX           1995     1994     1993
                       ----------------------           ----     ----     ----
Tax at U.S. statutory rate..........................    35.0%    35.0%    35.0%
State income taxes, net of federal benefit..........      .6       .6       .7
Earnings taxed at other than U.S. statutory rate....     (.4)     (.3)     (.2)
Restructured operations.............................    18.4      --       --
Other, net..........................................     (.9)    (1.2)    (1.0)
                                                        ----     ----     ----
Effective tax rate..................................    52.7%    34.1%    34.5%
                                                        ----     ----     ----
                                                        ----     ----     ----

30

COLGATE-PALMOLIVE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Dollars in Millions Except Per Share Amounts

9. INCOME TAXES--(CONTINUED) In addition, net tax benefits of $6.8 in 1995 and $16.0 in 1994 were recorded directly through equity.

The components of deferred taxes are as follows at December 31:

                                                          1995        1994
                                                         -------     -------
Deferred Taxes--Current:
  Accrued liabilities, not deductible until paid.....    $  64.1     $  68.6
  Restructuring......................................       20.0       --
  Other, net.........................................       13.9         8.1
                                                         -------     -------
  Total deferred taxes current.......................       98.0        76.7
                                                         -------     -------
Deferred Taxes--Long-term:
  Intangible assets, not amortized for tax
purposes.............................................     (212.2)     (211.4)
  Property, plant and equipment, principally due to
differences in depreciation..........................     (215.9)     (196.6)
  Postretirement and postemployment benefits, past
service cost.........................................       73.1        71.1
  Restructuring......................................      141.1        14.1
  Tax loss and tax credit carryforwards..............      124.8        81.5
  Other, net.........................................      (30.0)      (21.7)
  Valuation allowance................................     (118.2)      (32.4)
                                                         -------     -------
  Total deferred taxes long-term.....................     (237.3)     (295.4)
                                                         -------     -------
    Net deferred taxes--(liabilities)................    $(139.3)    $(218.7)
                                                         -------     -------
                                                         -------     -------

The major component of the 1995 and 1994 valuation allowance relates to tax benefits in certain jurisdictions not expected to be realized.

10. FOREIGN CURRENCY TRANSLATION

Cumulative translation adjustments, which represent the effect of translating assets and liabilities of the Company's non-U.S. entities, except those in highly inflationary economies, were as follows:

                                                   1995       1994       1993
                                                  -------    -------    -------
Balance, January 1.............................   $(439.3)   $(372.9)   $(308.5)
Effect of balance sheet translations...........     (73.7)     (66.4)     (64.4)
                                                  -------    -------    -------
Balance, December 31...........................   $(513.0)   $(439.3)   $(372.9)
                                                  -------    -------    -------
                                                  -------    -------    -------

Foreign currency charges, resulting from the translation of balance sheets of subsidiaries operating in highly inflationary environments and from foreign currency transactions, were not material in the years presented.

31

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

11. EARNINGS PER SHARE

Primary earnings per share are determined by dividing net income, after deducting preferred stock dividends net of related tax benefits ($21.6 in 1995, 1994 and 1993) by the weighted average number of common shares outstanding (145.2 million in 1995, 146.2 million in 1994 and 155.9 million in 1993).

Earnings per common share assuming full dilution, are calculated assuming the conversion of all potentially dilutive securities, including convertible preferred stock and outstanding options, unless the effect of such conversion is antidilutive. This calculation also assumes, if applicable, reduction of available income by pro forma ESOP replacement funding, net of income taxes.

12. INCOME STATEMENT INFORMATION

Other expense, net consists of the following for the years ended December 31:

                                                      1995      1994      1993
                                                     ------    ------    ------
Amortization of intangibles.......................   $ 87.7    $ 56.3    $ 51.2
Earnings from equity investments..................     (7.3)     (1.3)     (7.4)
Minority interest.................................     37.1      37.8      27.5
Other.............................................    (21.4)    (10.0)     --
                                                     ------    ------    ------
                                                     $ 96.1    $ 82.8    $ 71.3
                                                     ------    ------    ------
                                                     ------    ------    ------

The following is a comparative summary of certain expense information for the years ended December 31:

                                                      1995      1994      1993
                                                     ------    ------    ------
Interest incurred.................................   $250.7    $130.6    $ 81.3
Interest capitalized..............................     14.7       9.7      11.8
                                                     ------    ------    ------
Interest expense..................................   $236.0    $120.9    $ 69.5
                                                     ------    ------    ------
                                                     ------    ------    ------

Research and development..........................   $156.7    $147.1    $139.9
Maintenance and repairs...........................   $108.2    $110.1    $107.8
Media advertising.................................   $561.3    $543.2    $508.3

13. BALANCE SHEET INFORMATION

Supplemental balance sheet information is as follows:

                       INVENTORIES                            1995      1994
- ----------------------------------------------------------   ------    ------
[S]                                                          [C]       [C]
Raw materials and supplies................................   $313.8    $280.3
Work-in-process...........................................     38.3      38.4
Finished goods............................................    422.7     395.2
                                                             ------    ------
                                                             $774.8    $713.9
                                                             ------    ------
                                                             ------    ------

32

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

13. BALANCE SHEET INFORMATION--(CONTINUED)

Inventories valued under LIFO amounted to $207.2 at December 31, 1995 and $163.6 at December 31, 1994. The excess of current cost over LIFO cost at the end of each year was $42.9 and $39.6, respectively. In 1995 and 1994, certain inventory quantities were reduced, which resulted in liquidations of LIFO inventory quantities. The effect was to increase income by $1.4 and $2.8 in 1995 and 1994, respectively.

PROPERTY, PLANT AND EQUIPMENT, NET 1995 1994

Land..............................................   $   126.0    $    94.9
Buildings.........................................       623.1        549.3
Machinery and equipment...........................     2,850.3      2,459.2
                                                     ---------    ---------
                                                       3,599.4      3,103.4
Accumulated depreciation..........................    (1,444.2)    (1,115.3)
                                                     ---------    ---------
                                                     $ 2,155.2    $ 1,988.1
                                                     ---------    ---------
                                                     ---------    ---------

      GOODWILL AND OTHER INTANGIBLE ASSETS, NET         1995        1994
      -----------------------------------------        -----       ------
Goodwill and other intangibles....................   $ 3,037.0    $ 1,879.4
Accumulated amortization..........................      (295.3)      (207.6)
                                                      --------     --------
                                                      $2,741.7     $1,671.8
                                                      --------     --------
                                                      --------     --------

          OTHER ACCRUALS                                 1995      1994
          --------------                                ------    ------
[S]                                                     [C]       [C]
Accrued payroll and employee benefits...............    $271.0    $233.0
Accrued advertising.................................     117.6     105.4
Accrued interest....................................      46.0      38.6
Accrued taxes other than income taxes...............      51.1      42.4
Restructuring accrual...............................     100.0      --
Other...............................................     110.6     121.9
                                                        ------    ------
                                                        $696.3    $541.3
                                                        ------    ------
                                                        ------    ------

FAIR VALUE OF FINANCIAL INSTRUMENTS

In assessing the fair value of financial instruments at December 31, 1995 and 1994, the Company has used available market information and other valuation methodologies. Some judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

33

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

13. BALANCE SHEET INFORMATION--(CONTINUED)

The estimated fair value of the Company's financial instruments at December 31, are summarized as follows:

                                                                1995                    1994
                                                        --------------------    --------------------
                                                        CARRYING      FAIR      CARRYING      FAIR
                                                         AMOUNT      VALUE       AMOUNT      VALUE
                                                        --------    --------    --------    --------

Assets:
  Cash and cash equivalents..........................   $  208.8    $  208.8    $  169.9    $  169.9
  Marketable securities..............................       47.8        47.8        47.6        47.6
  Long-term investments..............................       13.3        14.2        22.2        20.0

Liabilities:
  Notes and loans payable............................     (204.4)     (204.4)     (181.9)     (181.9)
  Long-term debt, including current portion..........   (3,029.0)   (3,161.1)   (1,777.5)   (1,760.1)
  Other liabilities:
    Foreign exchange contracts.......................         .4         1.3       (11.0)      (10.2)
    Interest rate instruments........................      (11.0)      (68.1)      (14.2)      (10.8)

Equity:
  Foreign exchange contracts
    --hedge investment in subsidiaries...............       (2.3)       (2.1)       (4.0)       (3.4)

FINANCIAL INSTRUMENTS AND RATE RISK MANAGEMENT

The Company utilizes interest rate agreements and foreign exchange contracts to manage interest rate and foreign currency exposures. The principal objective of such contracts is to manage rather than attempt to eliminate fluctuations in interest rate and foreign currency movements. The Company, as a matter of policy, does not speculate in financial markets and therefore does not hold these contracts for trading purposes. The Company utilizes what it considers straightforward instruments, such as forward foreign exchange contracts and non-leveraged interest rate swaps, to accomplish its objectives.

The Company primarily uses interest rate swap agreements to effectively convert a portion of its floating rate debt to fixed rate debt in order to manage interest rate exposures in a manner consistent with achieving a targeted fixed to variable interest rate ratio. The net effective cash payment of these financial derivative instruments combined with the related interest payments on the debt that they hedge are accounted for as interest expense. Those interest rate instruments that do not qualify as hedge instruments for accounting purposes are marked to market and carried on the balance sheets at fair value. As of December 31, 1995 and 1994, the Company had agreements outstanding with an aggregate notional amount of $1,142.2 and $222.0, respectively, with maturities through 2025.

The Company uses forward exchange contracts principally to hedge foreign currency exposures associated with its net investment in foreign operations and overseas debt. This hedging minimizes the impact of foreign exchange rate movements on the Company's financial position. The terms of these contracts are generally less than five years.

As of December 31, 1995 and 1994, the Company had approximately $972.0 and $397.6, respectively, of outstanding foreign exchange contracts. At December 31, 1995 approximately 10% of outstanding foreign exchange contracts served to hedge net investments in foreign subsidiaries, 50% hedged intercompany loans, 30% hedged third-party firm commitments, and the remaining 10% hedged

34

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

13. BALANCE SHEET INFORMATION--(CONTINUED)

certain transactions that are anticipated to settle in accordance with their identified terms. The Company makes net settlements for foreign exchange contracts at maturity, based on rates agreed to at inception of the contracts.

Gains and losses from contracts that hedge the Company's investments in its foreign subsidiaries are shown in the cumulative translation adjustments account included in shareholders' equity. Gains and losses from contracts that hedge firm commitments (including intercompany loans) are recorded in the balance sheets as a component of the related receivable or payable until realized, at which time they are recognized in the statements of income.

The contracts that hedge anticipated sales and purchases do not qualify as hedges for accounting purposes. Accordingly, the related gains and losses are calculated using the current forward foreign exchange rates and are recorded in the statements of income as other expense, net. These contracts mature within eighteen months.

The Company is exposed to credit loss in the event of nonperformance by counterparties on interest rate agreements and foreign exchange contracts; however, nonperformance by these counterparties is considered remote as it is the Company's policy to contract only with counterparties that have a long-term debt rating of A or higher. The amount of any such exposure is generally the unrealized gain on such contracts, which at December 31, 1995 was not significant.

14. COMMITMENTS AND CONTINGENCIES

Minimum rental commitments under noncancellable operating leases, primarily for office and warehouse facilities, are $68.6 in 1996, $52.7 in 1997, $44.1 in 1998, $38.7 in 1999, $38.9 in 2000 and $213.4 for years thereafter. Rental expense amounted to $91.8 in 1995, $83.4 in 1994 and $91.5 in 1993. Contingent rentals, sublease income and capital leases, which are included in fixed assets, are not significant.

The Company has various contractual commitments to purchase raw materials, products and services totaling $165.6 that expire through 1998.

The Company is a party to various superfund and other environmental matters and is contingently liable with respect to lawsuits, taxes and other matters arising out of the normal course of business. Management proactively reviews and manages its exposure to, and the impact of, environmental matters. While it is possible that the Company's cash flows and results of operations in particular quarterly or annual periods could be affected by the one-time impacts of the resolution of such contingencies, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for, will not have a material impact on the Company's financial condition or ongoing cash flows and results of operations.

As discussed in Note 3, the acquisition of Kolynos is subject to review by antitrust regulatory authorities in Brazil. While it is not yet possible to definitively determine whether or not approval will be obtained, management believes the acquisition, or some variation thereof, will eventually be approved.

15. MARKET AND DIVIDEND INFORMATION

The Company's common stock and $4.25 Preferred Stock are listed on the New York Stock Exchange. The trading symbol for the common stock is CL. Dividends on the common stock have been

35

COLGATE-PALMOLIVE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Dollars in Millions Except Per Share Amounts

15. MARKET AND DIVIDEND INFORMATION--(CONTINUED)

paid every year since 1895, and the amount of dividends paid per share has increased for 33 consecutive years.

MARKET PRICE

                                               COMMON STOCK               $4.25 PREFERRED STOCK
                                      ------------------------------  ------------------------------
                                           1995            1994            1995            1994
                                      --------------  --------------  --------------  --------------

            QUARTER ENDED              HIGH    LOW     HIGH    LOW     HIGH    LOW     HIGH    LOW
- ------------------------------------- ------  ------  ------  ------  ------  ------  ------  ------
March 31............................. $67.88  $58.63  $65.38  $55.63  $67.00  $62.00  $76.00  $72.00
June 30..............................  77.00   66.25   59.50   51.25   71.00   64.50   73.00   68.00
September 30.........................  73.13   65.75   58.63   49.50   71.00   67.50   70.50   67.00
December 31..........................  76.38   66.13   64.75   57.00   72.00   69.00   68.50   62.50
Closing Price........................     $70.25          $63.38          $72.00          $64.00

DIVIDENDS PAID PER SHARE
            QUARTER ENDED                  1995            1994            1995            1994
- ------------------------------------- --------------  --------------  --------------  --------------
March 31.............................     $ .41           $ .36          $1.0625         $1.0625
June 30..............................      .41             .36            1.0625          1.0625
September 30.........................      .47             .41            1.0625          1.0625
December 31..........................      .47             .41            1.0625          1.0625
    Total............................     $1.76           $1.54           $4.25           $4.25

16. QUARTERLY FINANCIAL DATA (UNAUDITED)

                                                     FIRST       SECOND      THIRD         FOURTH
                                                    QUARTER     QUARTER     QUARTER       QUARTER
                                                    --------    --------    --------      --------
1995
Net sales........................................   $1,980.3    $2,090.7    $2,134.4      $2,152.8
Gross profit.....................................      969.8       980.1     1,024.7       1,030.5
Net income (loss)................................      156.5       143.2      (250.2)(1)     122.5

Earnings (loss) per common share:
  Primary........................................       1.05         .95       (1.76)(1)       .80
  Assuming full dilution(2)......................        .97         .88       (1.76)(1)       .76
1994
Net sales........................................   $1,770.0    $1,891.1    $1,930.7      $1,996.1
Gross profit.....................................      862.1       902.7       951.8         958.0
Net income.......................................      149.6       142.5       151.0         137.1
Earnings per common share:
  Primary........................................        .98         .93        1.00           .91
  Assuming full dilution.........................        .91         .87         .93           .85


(1) The third quarter of 1995 includes a provision for restructured operations of $460.5 ($369.2 aftertax) or $2.54 per share on a primary basis and $2.50 per share on a fully diluted basis.

(2) The sum of the quarterly fully diluted earnings (loss) per share amounts in 1995 is not equal to the full year because the computations of the weighted average number of shares outstanding and the potential impact of dilutive securities for each quarter and for the full year are made independently.

36

SCHEDULE II

COLGATE-PALMOLIVE COMPANY

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEAR ENDED DECEMBER 31, 1995

(DOLLARS IN MILLIONS)

                  COLUMN A                      COLUMN B          COLUMN C           COLUMN D     COLUMN E
- --------------------------------------------   ----------    -------------------    ----------    --------
                                                                  ADDITIONS
                                                             -------------------

                                                                                                  BALANCE
                                               BALANCE AT    CHARGED TO                            AT END
                                               BEGINNING     COSTS AND                               OF
                DESCRIPTION                    OF PERIOD      EXPENSES     OTHER    DEDUCTIONS     PERIOD
- --------------------------------------------   ----------    ----------    -----    ----------    --------
Allowance for doubtful accounts.............     $ 23.1        $ 12.5      $ 4.4(4)    $8.1(1)     $ 31.9
                                               ----------       -----      -----        ---       --------
Accumulated amortization of goodwill and
other intangibles...........................     $207.6        $ 87.7      $--        -$-          $295.3
                                               ----------       -----      -----        ---       --------

Valuation allowance for deferred tax
assets......................................     $ 32.4        $ 69.9(3)   $24.4(2)    $8.5(2)     $118.2
                                               ----------       -----      -----        ---       --------


NOTES:

(1) Uncollectible accounts written off and cash discounts allowed.

(2) Increase/decrease in allowance for tax loss and tax credit carryforward benefits which more likely than not will not be utilized in the future.

(3) Allowance for tax benefits from restructured operations in certain jurisdictions not expected to be realized.

(4) Other adjustments.

37

SCHEDULE II

COLGATE-PALMOLIVE COMPANY

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEAR ENDED DECEMBER 31, 1994

(DOLLARS IN MILLIONS)

                COLUMN A                     COLUMN B            COLUMN C            COLUMN D     COLUMN E
- -----------------------------------------   ----------    ----------------------    ----------    --------
                                                                ADDITIONS
                                                          ----------------------

                                                                                                  BALANCE
                                            BALANCE AT    CHARGED TO                               AT END
                                            BEGINNING     COSTS AND                                  OF
               DESCRIPTION                  OF PERIOD      EXPENSES      OTHER      DEDUCTIONS     PERIOD
- -----------------------------------------   ----------    ----------    --------    ----------    --------

                                                                                       $5.6(1)
                                                                                         .6(3)
                                                                                        ---
Allowance for doubtful accounts..........     $ 24.9        $  4.4         $--         $6.2        $ 23.1
                                            ----------       -----        ---           ---       --------
Accumulated amortization of goodwill and
other intangibles........................     $151.2        $ 56.4         $--         $ --        $207.6
                                            ----------       -----        ---           ---       --------
Valuation allowance for deferred tax
assets...................................     $ 28.3        $  4.1(2)      $--         $ --        $ 32.4
                                            ----------       -----        ---           ---       --------


NOTES:

(1) Uncollectible accounts written off and cash discounts allowed.

(2) Allowance for tax loss and tax credit carryforward benefits which more likely than not will not be utilized in the future.

(3) Other adjustments.

38

COLGATE-PALMOLIVE COMPANY

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEAR ENDED DECEMBER 31, 1993

(DOLLARS IN MILLIONS)

                  COLUMN A                       COLUMN B          COLUMN C           COLUMN D     COLUMN E
- ---------------------------------------------   ----------    -------------------    ----------    --------
                                                                   ADDITIONS
                                                              -------------------

                                                                                                   BALANCE
                                                BALANCE AT    CHARGED TO                            AT END
                                                BEGINNING     COSTS AND                               OF
                 DESCRIPTION                    OF PERIOD      EXPENSES     OTHER    DEDUCTIONS     PERIOD
- ---------------------------------------------   ----------    ----------    -----    ----------    --------

                                                                                       $  1.2(1)
                                                                                          9.1(2)
                                                                                           .2(4)
                                                                                        -----
Allowance for doubtful accounts..............     $ 21.8        $ 13.6      $ --       $ 10.5       $ 24.9
                                                ----------       -----      -----       -----      --------
Accumulated amortization of goodwill and
other intangibles............................     $100.0        $ 51.2      $ --       $--          $151.2
                                                ----------       -----      -----       -----      --------
Valuation allowance for deferred tax
assets.......................................     $--           $ 22.0(3)   $6.3 (3)   $--          $ 28.3
                                                ----------       -----      -----       -----      --------


NOTES:

(1) Adjustments arising from translation of reserve balances at year-end exchange rates.

(2) Uncollectible accounts written off and cash discounts allowed.

(3) Allowance for tax loss and tax credit carryforward benefits which more likely than not will not be utilized in the future. The $22.0 charged to costs and expenses was included in the 1993 one-time charge for the adoption of SFAS 109, "Accounting for Income Taxes."

(4) Other adjustments.

39

 
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of Colgate-Palmolive Company:

We have audited the accompanying consolidated balance sheets of Colgate-Palmolive Company (a Delaware corporation) and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, retained earnings, changes in capital accounts and cash flows for each of the three years in the period ended December 31, 1995. These financial statements and the schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Colgate-Palmolive Company and subsidiaries as of December 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles.

As discussed in the accompanying notes to the consolidated financial statements, in 1993, the Company adopted three new accounting standards promulgated by the Financial Accounting Standards Board, changing its methods of accounting for income taxes, postretirement benefits other than pensions, and postemployment benefits.

Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in the index to financial statements are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.


/s/ ARTHUR ANDERSEN LLP




New York, New York
February 7, 1996

40

COLGATE-PALMOLIVE COMPANY

HISTORICAL FINANCIAL SUMMARY(1)

Dollars in Millions Except Per Share Amounts

                                                1995        1994        1993        1992        1991        1990        1989
                                              --------    --------    --------    --------    --------    --------    --------
OPERATIONS
Net sales..................................   $8,358.2    $7,587.9    $7,141.3    $7,007.2    $6,060.3    $5,691.3    $5,038.8
Results of operations:
 Net income................................      172.0(2)    580.2(3)    189.9(4)    477.0       124.9(5)    321.0       280.0
 Per share, primary........................       1.04(2)     3.82(3)     1.08(4)     2.92         .77(5)     2.28        1.98
 Per share, assuming full dilution.........       1.02(2)     3.56(3)     1.05(4)     2.74         .75(5)     2.12        1.90
Depreciation and amortization expense......      300.3       235.1       209.6       192.5       146.2       126.2        97.0
FINANCIAL POSITION
Working capital............................      607.1       648.5       676.4       635.6       596.0       516.0       907.5
Current ratio..............................        1.3         1.4         1.5         1.5         1.5         1.4         1.9
Property, plant and equipment, net.........    2,155.2     1,988.1     1,766.3     1,596.8     1,394.9     1,362.4     1,105.4
Capital expenditures.......................      431.8       400.8       364.3       318.5       260.7       296.8       210.0
Total assets...............................    7,642.3     6,142.4     5,761.2     5,434.1     4,510.6     4,157.9     3,536.5
Long-term debt.............................    2,992.0     1,751.5     1,532.4       946.5       850.8     1,068.4     1,059.5
Shareholders' equity.......................    1,679.8     1,822.9     1,875.0     2,619.8     1,866.3     1,363.6     1,123.2
SHARE AND OTHER
Book value per common share................      11.34       12.45       12.40       16.21       12.54       10.12        8.39
Cash dividends declared per common share...       1.76        1.54        1.34        1.15        1.02         .90         .78
Cash dividends paid per common share.......       1.76        1.54        1.34        1.15        1.02         .90         .78
Closing price..............................      70.25       63.38       62.38       55.75       48.88       36.88       31.75
Number of common shares outstanding (in
 millions)                                       145.8       144.4       149.3       160.2       147.3       133.2       132.2
Number of shareholders of record:
 $4.25 Preferred...........................        380         400         450         470         460         500         500
 Common....................................     46,600      44,100      40,300      36,800      34,100      32,000      32,400
Average number of employees................     37,300      32,800      28,000      28,800      24,900      24,800      24,100





                                               1988        1987        1986
                                             --------    --------    --------
OPERATIONS
Net sales..................................  $4,734.3    $4,365.7    $3,768.7
Results of operations:
 Net income................................     152.7(6)       .9(8)    114.8
 Per share, primary........................      1.11(6)      .01(8)      .81
 Per share, assuming full dilution.........      1.10(6)      .01(8)      .81
Depreciation and amortization expense......      82.0        70.1        60.3
FINANCIAL POSITION
Working capital............................     710.9       439.5       428.7
Current ratio..............................       1.7         1.3         1.4
Property, plant and equipment, net.........   1,021.6     1,201.8     1,113.7
Capital expenditures.......................     238.7       285.8       220.9
Total assets...............................   3,217.6     3,227.7     2,845.9
Long-term debt.............................     674.3       694.1       522.0
Shareholders' equity.......................   1,150.6       941.1       979.9
SHARE AND OTHER
Book value per common share................      8.24        6.77        6.91
Cash dividends declared per common share...       .55(7)     .695         .68
Cash dividends paid per common share.......       .74        .695         .68
Closing price..............................     23.50       19.63       20.44
Number of common shares outstanding (in
 millions)                                      138.1       137.2       140.1
Number of shareholders of record:
 $4.25 Preferred...........................       550         600         600
 Common....................................    33,200      33,900      35,900
Average number of employees................    24,700      37,400      37,900



(1) All share and per share amounts have been restated to reflect the 1991 two-for-one stock split.
(2) Income in 1995 includes a net provision for restructured operations of $369.2 ($2.54 per share on a primary basis or $2.50 per share on a fully diluted basis).
(3) Income in 1994 includes a one-time charge of $5.2 for the sale of a non-core business, Princess House.
(4) Income in 1993 includes a one-time impact of adopting new mandated accounting standards, effective in the first quarter of 1993, of $358.2 ($2.30 per share on a primary basis or $2.10 on a fully diluted basis).
(5) Income in 1991 includes a net provision for restructured operations of $243.0 ($1.80 per share on a primary basis or $1.75 per share on a fully diluted basis).
(6) Income in 1988 includes Hill's service agreement renegotiation net charge of $42.0 ($.30 per share on both a primary and fully diluted basis).
(7) Due to timing differences, 1988 includes three dividend declarations while all other years include four dividend declarations.
(8) Income in 1987 includes a net provision for restructured operations of $144.8 ($1.06 per share on a primary basis or $1.05 per share on a fully diluted basis).
41

COLGATE-PALMOLIVE COMPANY

EXHIBITS TO FORM 10-K

YEAR ENDED DECEMBER 31,1995

COMMISSION FILE NO. 1-644

42

EXHIBIT NO.                                DESCRIPTION
- -----------   ----------------------------------------------------------------------

   3-A        Restated Certificate of Incorporation, as amended. (Registrant hereby
              incorporates by reference Exhibit 1 to its Form 8-K dated October 17,
              1991, File No. 1-644-2.)

   3-B        By-laws. (Registrant hereby incorporates by reference Exhibit 3-B to
              Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter
              ended September 30, 1994, File No. 1-644-2.)

   4-A        Rights agreement dated as of October 13, 1988 between registrant and
              Morgan Shareholder Services Trust Company. (Registrant hereby
              incorporates by reference Exhibit I to its Form 8-A dated October 21,
              1988, File No. 1-644-2.)

   4-B  a)    Other instruments defining the rights of security holders, including
              indentures.*

        b)    Colgate-Palmolive Company Employee Stock Ownership Trust Note
              Agreement dated as of June 1, 1989. (Registrant hereby incorporates by
              reference Exhibit 4-B (b) to its Annual Report on Form 10-K for the
              year ended December 31, 1989, File No. 1-644-2.)

  10-A        Colgate-Palmolive Company 1977 Stock Option Plan, as amended.
              (Registrant hereby incorporates by reference Exhibit 10-A to its
              Annual Report on Form 10-K for the year ended December 31, 1986, File
              No. 1-644-2.)

  10-B  a)    Colgate-Palmolive Company Executive Incentive Compensation Plan, as
              amended. (Registrant hereby incorporates by reference Exhibit 10-B (a)
              to its Annual Report on Form 10-K for the year ended December 31,
              1994, File No. 1-644-2.)

        b)    Colgate-Palmolive, as amended Company Executive Incentive Compensation
              Plan Trust. (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. 1-644-2.)

  10-C  a)    Colgate-Palmolive Company Supplemental Salaried Employees Retirement
              Plan (Registrant hereby incorporates by reference Exhibit 10-E (Plan
              only) to its Annual Report on Form 10-K for the year ended December
              31, 1984, File No. 1-644-2.)

        b)    Colgate-Palmolive Company Supplemental Spouse's Benefit Trust.
              (Registrant hereby incorporates by reference Exhibit 10-C (b) to its
              Annual Report on Form 10-K for the year ended December 31, 1987, File
              No. 1-644-2.)

  10-D  a)    Lease dated August 15, 1978 between Harold Uris, d/b/a Uris Holding
              Company, and Colgate-Palmolive Company. (Registrant hereby
              incorporates by reference Exhibit 2(b) to its Annual Report on Form
              10-K for the year ended December 31, 1978, File No. 1-644-2.)

        b)    First Supplemental Amendment dated as of January 1, 1989, between The
              Bank of New York as trustee under the will of Harold D. Uris,
              deceased, d/b/a Uris Holding Company, and Colgate-Palmolive Company.
              (Registrant hereby incorporates by reference Exhibit 10-D (b) to its
              Quarterly Report on Form 10-Q for the quarter ended June 30, 1995,
              File No. 1-644.)

        c)    Second Supplemental Agreement dated as of March 15, 1995, between The
              Bank of New York as trustee under the will of Harold D. Uris,
              deceased, and Colgate-Palmolive Company. (Registrant hereby
              incorporates

43

EXHIBIT NO.                                DESCRIPTION
- -----------   ----------------------------------------------------------------------
              by reference Exhibit 10-D (c) to its Quarterly Report on Form 10-Q for
              the quarter ended June 30, 1995, File No. 1-644.)

  10-E  a)    Colgate-Palmolive Company Executive Severance Plan, as amended.

        b)    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. 1-644-2.)

  10-F        Colgate-Palmolive Company Pension Plan for Outside Directors, as
              amended.

  10-G        Colgate-Palmolive Company Stock Purchase Plan for Non-Employee
              Directors. (Registrant hereby incorporates by reference Exhibit 10-G
              to its Annual Report on Form 10-K for the year ended December 31,
              1988, File No. 1-644-2.)

  10-H        Colgate-Palmolive Company Restated and Amended Deferred Compensation
              Plan for Non-Employee Directors. (Registrant hereby incorporates by
              reference Exhibit 10-H to its Annual Report on Form 10-K for the year
              ended December 31, 1991, File No. 1-6442.)

  10-I        Career Achievement Plan. (Registrant hereby incorporates by reference
              Exhibit 10-I to its Annual Report on Form 10-K for the year ended
              December 31, 1986, File No. 1-644-2.)

  10-J        Colgate-Palmolive Company 1987 Stock Option Plan, as amended.
              (Registrant hereby incorporates by reference Exhibit 10-J to its
              Annual Report on Form 10-K for the year ended December 31, 1992, File
              No. 1-644-2.)

  10-K        Colgate-Palmolive Company Stock Compensation Plan for Non-Employee
              Directors, as amended. (Registrant hereby incorporates by reference
              Exhibit A to its Proxy Statement dated March 30, 1990, File
              No. 1-644-2.)

  10-L        Stock incentive agreement between Colgate-Palmolive Company and Reuben
              Mark, Chairman and Chief Executive Officer, dated January 13, 1993,
              pursuant to the Colgate-Palmolive Company 1987 Stock Option Plan, as
              amended. (Registrant hereby incorporates by reference Exhibit 10-N to
              its Annual Report on Form 10-K for the year ended December 31, 1993,
              File No. 1-644-2.)

  10-M        Purchase Agreement among American Home Products Corporation,
              Colgate-Palmolive Company and KAC Corp. dated as of January 9, 1995.
              (Registrant hereby incorporates by reference Exhibit 2 to its Current
              Report on Form 8-K dated January 10, 1995, File No. 1-644-2.)

  10-N        U.S, $500,000,000 Five Year Credit Agreement dated as of April 8,
              1994. (Registrant hereby incorporates by reference Exhibit 10-O to its
              Quarterly Report on Form 10-Q for the quarter ended June 30, 1994,
              File No. 1-644-2.)

  10-O        U.S. $250,000,000 364 Day Credit Agreement dated as of April 8, 1994.
              (Registrant hereby incorporates by reference Exhibit 10-P to its
              Quaterly Report on Form 10-Q for the quarter ended June 30, 1994, File
              No. 1-644-2.)

  10-P        U.S. $400,000,000 Credit Agreement dated as of January 8, 1995.
              (Registrant hereby incorporates by reference Exhibit 10-P to its
              Annual Report on Form 10-K for the year ended December 31, 1994, File
              No. 1-644-2.)

44

EXHIBIT NO.                                DESCRIPTION
- -----------   ----------------------------------------------------------------------
  10-Q        U.S. $770,000,000 Five Year Credit Agreement dated as of January 8,
              1995. (Registrant hereby incorporates by reference Exhibit 10-Q to its
              Annual Report on Form 10-K for the year ended December 31, 1994, File
              No. 1-644-2.)

  10-R        U.S. $330,000,000 364 Day Credit Agreement dated as of January 8,
              1995. (Registrant hereby incorporates by reference Exhibit 10-R to its
              Annual Report on Form 10-K for the year ended December 31, 1994, File
              No. 1-644-2.)

  10-S        Colgate-Palmolive Company Non-Employee Director Stock Option Plan.

  10-T        U.S. $900,000,000 Five Year Credit Agreement dated as of March 24,
              1995. (Registrant hereby incorporates by reference Exhibit 10-O to its
              Quarterly Report on Form 10-Q for the quarter ended March 31, 1995,
              File No. 1-644-2.)

  10-U        U.S. $1,000,000,000 364 Day Credit Agreement dated as of March 24,
              1995. (Registrant hereby incorporates by reference Exhibit 10-P to its
              Quarterly Report on Form 10-Q for the quarter ended March 31, 1995,
              File No. 1-644-2.)

  11          Statement re Computation of Earnings Per Common Share.

  12          Statement re Computation of Ratio of Earnings to Fixed Charges.

  21          Subsidiaries of the Registrant.

  23          Consent of Independent Public Accountants.

  24          Powers of Attorney.

  27          Financial Data Schedule.


* Registrant hereby undertakes upon request to furnish the Commission 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.

The exhibits indicated above which are not included with the Form 10-K are available upon request and payment of a reasonable fee approximating the registrant's cost of providing and mailing the exhibits. Inquiries should be directed to:

Colgate-Palmolive Company Office of the Secretary (10-K Exhibits) 300 Park Avenue
New York, New York 10022-7499

45

 


EXHIBIT 10-E (a)

September 14, 1989
as amended June 8, 1995

COLGATE-PALMOLIVE COMPANY
EXECUTIVE SEVERANCE PLAN, AS AMENDED AND RESTATED

1. PURPOSE.

The purpose of the Colgate-Palmolive Company Executive Severance Plan (the "Plan") is to provide executives who are in a position to contribute materially to the success of Colgate-Palmolive Company or any company at least 80% of whose voting shares are owned directly or indirectly by it (collectively, the "Company") with reasonable compensation in the event of their termination of employment with the Company under the circumstances described herein.

2. EFFECTIVE DATE.

The Plan, as amended and restated, is effective as of September 14, 1989.

3. ADMINISTRATION.

The Plan shall be administered by a Committee. Committee shall mean (i) prior to a Change of Control, the Committee appointed by the Board of Directors of the Company to control and manage the operation and administration of the Plan and (ii) following a Change of Control, the Committee described in (i) above as constituted immediately prior to the Change of Control with such changes in the membership thereof as may be approved from time to time following the Change of Control by a majority of the members of such Committee as constituted at the applicable time. The Company shall have no right to appoint members to or to remove members from the Committee following, or otherwise in connection with, a Change of Control. Any interpretation of the Plan or construction of any of its provisions by the Committee shall be final.

4. PARTICIPATION.

The Committee shall from time to time select the employees who are to participate in the Plan (the "Participants") from among those employees who are determined by the Committee to be in a position to contribute materially to the success of the Company. The Company shall advise each Participant of his participation in the Plan by a letter setting forth (i) the benefits to which the

1


Participant would become entitled, (ii) the period, expressed in months, and during or for which the Participant would become entitled to such benefits which period shall not be less than 12 months nor more than 36 months (the "Earned Benefit Period") and (iii) such other terms, provisions and conditions not inconsistent with the Plan as shall be determined by the Committee.

A Participant shall cease to be a Participant in the Plan upon termination of employment with the Company or, if earlier, upon termination of the Plan. Notwithstanding the foregoing, a Participant who terminates employment prior to termination of the Plan shall remain a Participant until receipt of all of the payments, if any, to which he is entitled under the terms hereof.

5. PAYMENTS UPON QUALIFIED TERMINATION OF EMPLOYMENT.

In the event of a Participant's Qualified Termination of Employment, the Participant shall be entitled, as compensation for services rendered
(subject to any applicable payroll or other taxes required to be withheld)
to:

(a) receive an amount equal to the product of (i) the sum of (A) the Participant's annualized Monthly Base Salary at the rate in effect immediately prior to a Qualified Termination of Employment pursuant to
Section 8(a)(i) or immediately prior to an Adverse Change in Conditions of Employment, as the case may be, or, if higher, at the highest rate in effect during the 90-day period preceding the Change of Control (for purposes of this Plan, Monthly Base Salary shall mean regular monthly salary as indicated by the Company's payroll records) and (B) the higher of (X) the highest annual bonus paid or payable to the Participant (either pursuant to the Company's Executive Incentive Compensation Plan or other bonus, incentive or compensation plan of the Company or otherwise) for any year during the five-year period ending immediately prior to the year in which the Qualified Termination of Employment occurs (provided, however, that if such five-year period includes the year in which the Change of Control occurs, then the annual bonus paid or payable for such year shall be deemed to be the higher of the said bonus actually paid or payable and the bonus that would have been paid for such year, determined as if all earnings, profit and other goals (whether established for the Participant or the Company), if any, had been met for such year and as if the Participant's employment had continued through the end of such year on the same basis as immediately prior to the Change of Control) and (Y) the bonus that would have been paid to the Participant (either pursuant to the Company's Executive Incentive Compensation Plan or other bonus, incentive or compensation plan of the Company or otherwise) for the year in which the Qualified Termination of Employment occurs, determined as if all earnings, profit or other goals (whether established for the Participant or the Company), if any, had been met for such year and as if the Participant had continued to be employed by

2


the Company through the end of such year on the same basis as immediately prior to a Qualified Termination of Employment pursuant to
Section 8(a)(i) or immediately prior to an Adverse Change in Conditions of Employment, as the case may be, and (ii) a fraction, the numerator of which is the number of months in his Earned Benefit Period and the denominator of which is twelve provided, however, that such resulting amount shall be reduced if and to the extent required by the terms of
Section 9 hereof; such amount shall be payable in an undiscounted cash lump sum within 30 days of the Participant's Qualified Termination of Employment;

(b) remain for his Earned Benefit Period an active Participant in all welfare benefit plans, including but not limited to plans providing life insurance, disability, accident, sickness, and/or medical benefits, in which, and on the same basis as, he was participating at the time of the Change of Control (or, if more favorable to the Participant, as in effect at any time thereafter with respect to other key executives), but subject to any coordination of benefits provisions contained in such plans, or, alternatively, be provided with substantially similar benefits for such period; notwithstanding the foregoing, the Participant shall not be required to make any contributions to the cost of such plans or benefits;

(c) receive a single cash lump sum within 30 days of the Participant's Qualified Termination of Employment which is the actuarial equivalent of a monthly retirement benefit commencing on the earliest date on which such Participant's benefits could commence under the Company's Employees Retirement Income Plan, but not prior to the end of his Earned Benefit Period or age 65, whichever occurs first, in the form of a straight life annuity in an amount equal to the excess of (i) the benefits under the Employees Retirement Income Plan and the Supplemental Salaried Employees Retirement Plan or any successor plans thereto to which the Participant would have been entitled in the form of a straight life annuity (plus the value of any additional spouse's benefit) commencing on the earliest date on which such benefits could have commenced if he had remained in the employ of the Company during his Earned Benefit Period or until age 65, whichever occurs first, at his Monthly Base Salary at the rate determined pursuant to (a)(i)(A) above and assuming for this purpose that all accrued benefits are fully vested and that benefit accrual formulas are no less advantageous to the Participant than those in effect during the 90-day period preceding the Change of Control over
(ii) the benefits to which the Participant would actually be entitled under the Employees Retirement Income Plan and the Supplemental Salaried Employees Retirement Plan if such benefits were paid in the form of a straight life annuity (plus the value of any additional spouse's benefit) commencing on the earliest date on which such benefits could actually commence; actuarial equivalence shall be determined using the Morgan Guaranty Trust Company of New York

3


corporate base rate of interest and the mortality table used to determine benefits under the Employees Retirement Income Plan, both as in effect on the date of the Participant's Qualified Termination of Employment; provided, however, that if more than one such mortality table is then in use, the mortality table that would result in the largest benefit to the Participant shall be used.

6. PAYMENTS UPON CHANGE OF CONTROL.

In the event of a Change of Control of the Company (and whether or not the Participant's employment terminates), a Participant shall be entitled, as compensation for services rendered (subject to any applicable payroll or other taxes required to be withheld) to:

(a) receive for the year in which the Change of Control occurs a bonus (either pursuant to the Company's Executive Incentive Compensation Plan or other bonus, incentive or compensation plan of the Company or otherwise) equal to the product of (i) the amount determined pursuant to
Section 5(a)(i)(B)(Y) provided, however, that if no such goals have been established for such year, the amount determined pursuant to Section
5(a)(i)(B)(X), and (ii) a fraction, the numerator of which is the number of months (or part thereof) in the period beginning January 1 of the year in which the Change of Control occurs and ending on the date of the Change of Control and the denominator of which is twelve; such bonus shall be payable in cash not later than March of the next following year or, if earlier, within 30 days of the Participant's Qualified Termination of Employment;

(b) receive within 30 days following the Change of Control, all compensation amounts which the Participant has previously elected to defer.

7. EXERCISABILITY OF STOCK OPTIONS UPON CHANGE OF CONTROL.

In the event of a Change of Control (and whether or not the Participant's employment terminates), each stock option granted under any of the Company's stock option plans, whether or not otherwise exercisable as of such Change of Control, and that either was not granted in conjunction with a stock appreciation unit or was granted in conjunction with a stock appreciation unit whose value has been limited, shall be exercisable as of such Change of Control.

8. QUALIFIED TERMINATION OF EMPLOYMENT.

(a) Qualified Termination or Employment with respect to any Participant shall mean termination of employment of the Participant with the Company, other than as a consequence of the death or Disability of the Participant, within two years after a Change of Control of the Company.

4


(i) by the Company for any reason other than for Cause, or

(ii) by the Participant by reason of an Adverse Change in Conditions of Employment.

(b) For the purpose or this Section, Cause shall mean serious, willful misconduct in respect of the Participant's obligations to the Company (including but not limited to final conviction for a felony or perpetration of a common law fraud) that has or is likely to result in material economic damage to the Company.

(c) An Adverse Change in Conditions of Employment shall mean the occurrence of any of the following events:

(i) change by the Company of the Participant's functions, duties or responsibilities, which change would cause the Participant's position with the Company to become one of less dignity, responsibility, importance or scope;

(ii) a reduction by the Company of the Participant's Monthly Base Salary as in effect immediately preceding the Change of Control or as the same may thereafter be increased from time to time;

(iii) failure by the Company to continue the Participant in any compensation or benefit plan in which, and on at least as favorable a basis as, he was participating immediately preceding the Change of Control or, if more favorable to the Participant, failure by the Company to provide for his participation in any compensation or benefit plan on a comparable basis and as in effect at any time thereafter with respect to other key employees;

(iv) the Company's requiring the Participant to be based anywhere other than within fifty (50) miles of the principal office location of the Participant prior to the Change of Control, except for required travel on the Company's business to an extent substantially consistent with business travel obligations of the Participant prior to the Change of Control.

A Participant's failure to object to a change described in (i), (ii), (iii) or (iv) shall not constitute a waiver of such change as an Adverse Change in Conditions of Employment. Any good faith determination by a Participant of an Adverse Change in Conditions of Employment shall be determinative.

5


(d) For purposes of the Plan, a Change of Control of the Company shall mean the happening of any of the following events:

(i) an acquisition by any individual, entity or group (within the meaning of Section 13 (d)(3) or 14 (d)(2) of the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of the common stock, par value $1.00 per share of the Colgate-Palmolive Company, a Delaware corporation (the "Parent Company") (the "Outstanding Company Common Stock"), or (B) the combined voting power of the then outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Parent Company, (2) any acquisition by the Parent Company,
(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any corporation controlled by the Parent Company or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 8(d); or

(ii) a change in the composition of the Board of Directors of the Parent Company (the "Board") such that the individuals who, as of February 17, 1994, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 8(d), that any individual who becomes a member of the Board subsequent to February 17, 1994, whose election, or nomination for election by the Parent Company's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

6


(iii) the approval by the stockholders of the Parent Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent Company ("Corporate Transaction") excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the outstanding Common Stock and outstanding Company voting securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Parent Company or all or substantially all of the Parent Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, or the outstanding Common Stock and outstanding Company voting securities, as the case may be, (B) no Person (other than the Parent Company, any employee benefit plan (or related trust) of the Parent Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(iv) the approval by the shareholders of the Parent Company of a complete liquidation or dissolution of the Parent Company.

(e) Termination by the Company of a Participant's employment based on Disability shall mean termination because of absence from duties with the Company on a full time basis for 6 consecutive months, as a result of the Participant's incapacity due to physical or mental illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Participant or the Participant's legal representative (such agreement as to acceptability not to be withheld unreasonably).

7


9. CERTAIN REDUCTION IN PAYMENTS.

For purposes of this Section 9, (i) Payment shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant (whether paid or payable pursuant to the Plan or otherwise, but determined without regard to any reductions required by this Section 9);
(ii) Net After Tax Receipt shall mean the Present Value of a Payment net of all taxes imposed on the Participant with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under
Section 1 of the Internal Revenue Code of 1986, as amended (the "Code"), which applied to the Participant's taxable income for the immediately preceding taxable year; (iii) Present Value shall mean such value determined in accordance with Section 280G (d)(4) of the Code; and (iv) Reduced Amount shall mean the smallest aggregate amount of Payments which (a) is less than the sum of all Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Payments were any other amount less than the sum of all Payments.

Anything in the Plan to the contrary notwithstanding, in the event Arthur Andersen LLP (the "Accounting Firm") shall determine that receipt of all Payments would subject the Participant to tax under Section 4999 of the Code, it shall determine whether some amount of Payments would meet the definition of a Reduced Amount. If the Accounting Firm determines that there is a Reduced Amount, the aggregate Payments shall be reduced to such Reduced Amount. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Participant shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company.

If the Accounting Firm determines that aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof, and the Participant may then elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the present value of the aggregate Payments equals the Reduced Amount), and shall advise the Company in writing of such election within ten days of his receipt of notice. If no such election is made by the Participant within such ten-day period, the Company may elect which of such Payments shall be eliminated or reduced (as long as after such election the present value of the aggregate Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and the Participant and shall be made within 15 business days of the date of termination

8


of the Participant's employment. As promptly as practicable following such determination, the Company shall pay to or distribute to or for the benefit of the Participant such Payments as are then due to the Participant and shall promptly pay to or distribute to or for the benefit of the Participant in the future such Payments as become due to the Participant.

While it is the intention of the Company and the Participant to reduce the amounts payable or distributable to the Participant hereunder only if the aggregate Net After Tax Receipts to the Participant would thereby be increased, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Participant pursuant to the Plan which should not have been so paid or distributed ("Overpayment") or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Participant pursuant to the Plan could have been so paid or distributed ("Underpayment"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant which the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Participant shall be treated for all purposes as a loan ab initio to the Participant which the Participant shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided however, that no such loan shall be deemed to have been made and no amount shall be payable by the Participant to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Participant is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Participant together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

10. CONFIDENTIAL INFORMATION.

The Participant shall hold, in a fiduciary capacity for the benefit of the Company, all secret or confidential information, knowledge or data relating to the Company and its businesses which shall have been obtained by the Participant during his employment by the Company and which shall not be public knowledge (other than by acts of the Participant in violation of this provision). After termination of the Participant's employment with the Company, the Participant shall not, without the prior written consent of the Company, communicate or divulge any such

9


information, knowledge or data to any one other than the Company and those persons designated by it. In no event shall an asserted violation of this
Section constitute a basis for deferring or withholding any amounts otherwise payable to the Participant under the Plan.

11. FINANCING.

Benefit payments under the Plan shall constitute general obligations of the Company in accordance with the terms of the Plan. A Participant shall have only an unsecured right to payment thereof out of the general assets of the Company. Notwithstanding the foregoing, the Company may, by agreement with one or more trustees to be selected by the Company, create a trust on such terms as the Company shall determine to make payments to Participants in accordance with the terms of the Plan.

12. TERMINATION AND PAYMENT OF THE PLAN.

The Plan shall terminate on the later of (i) June 30, 1998, unless extended by the Board or (ii) in the event of a Change of Control of the Company on or before the termination date of the Plan, two years after such Change of Control, provided that the termination of the Plan shall not impair or abridge the obligations of the Company incurred under the Plan to any Participant.

Prior to a Change of Control, the Company may from time to time terminate the Plan or amend the Plan in whole or in part. At any time upon or after a Change of Control, the Plan may notbe terminated or amended by the Company. The Plan may, however, be amended following a Change of Control by the Committee but only to the extent such amendment is required by law or is necessary or desirable to prevent adverse consequences to one or more Participants.

13. BENEFIT OF PLAN.

The Plan shall be binding upon and shall inure to the benefit of the Participant, his heirs and legal representatives, and the Company and its successors. The term "successor" shall mean any person, firm, corporation or other business entity that, at any time, whether by merger, acquisition or otherwise, acquires all or substantially all of the stock, assets or business of the Company.

14. NON-ASSIGNABILITY.

Each Participant's rights under this Plan shall be non-transferable except by will or by the laws of descent and distribution and except insofar as applicable law may otherwise require. Subject to the foregoing, no right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment,

10


encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall, to the full extent permitted by law, be null, void and of no effect.

15. OTHER BENEFITS.

Except as otherwise specifically provided herein, nothing in the Plan shall affect the level of benefits provided to or received by any Participant (or the Participant's estate or beneficiaries) as part of any employee benefit plan of the Company, and the Plan shall not be construed to affect in any way a Participant's rights and obligations under any other plan maintained by the Company on behalf of employees.

The Participant shall not be required to mitigate the amount of any payment under the Plan by seeking employment or otherwise, and there shall be no right of set-off or counterclaim, in respect of any claim, debt or obligation, against any payments to the Participant, his dependents, beneficiaries or estate provided for in the Plan.

In the event of a Change of Control of the Company on or before November 3, 1990, the benefits to which any Participant may become entitled under the Plan shall not be less than the benefits to which such Participant would have been entitled under the terms of the Plan as in effect on June 30, 1987.

16. TERMINATION OF EMPLOYMENT.

Nothing in the Plan shall be deemed to entitle a Participant to continued employment with the Company, and the rights of the Company to terminate the employment of a Participant shall continue as fully as though the Plan were not in effect.

17. SEVERABILITY.

In the event that any provision or portion of the Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of the Plan shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

18. INDEMNIFICATION.

If the Participant seeks, in any action, suit or arbitration, to enforce, or to recover damages for breach of, his rights under the Plan, the Participant shall be entitled to recover from the Company promptly as incurred, and shall be indemnified by

11


the Company against, any and all expenses and disbursements, including attorneys' fees, actually and reasonably incurred by the Participant. The Company shall also pay to the Participant prejudgment interest on any money judgment obtained by the Participant calculated at the Morgan Guaranty Trust Company of New York corporate base rate of interest in effect from time to time from the date that payment to him should have been made under the Plan.

19. DELAWARE LAW TO GOVERN.

All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Delaware without regard to the conflict of law principles thereof.

12
 

EXHIBIT 10-F

COLGATE-PALMOLIVE COMPANY PENSION
PLAN FOR OUTSIDE DIRECTORS
AS AMENDED AND RESTATED
Effective December 1, 1995

Article I

PURPOSE

The purpose of the Plan, which was first adopted effective April 1, 1983, is to

assist the Company in attracting and retaining qualified individuals to serve as

Outside Directors by providing such individuals with a competitive level of

pension benefits.

Article II

DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth

below:

2.1 "Board" shall mean the Board of Directors of the Company.

2.2 "Change of Control" shall mean the happening of any of the following

events:

(a) An acquisition by any individual, entity or group (within the

meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of

1934, as amended from time to time, and any successor thereto (the

"Exchange Act")) (a "Person") of beneficial ownership (within the meaning

of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either

(1) the then outstanding shares of the common stock, par value $1.00 per

share of the Company (the "Outstanding Company Common Stock"), or (2) the

combined voting power of the then outstanding voting securities of the

Company entitled to vote generally in the

1


election of directors (the "Outstanding Company Voting Securities");

excluding, however, the following: (i) any acquisition directly from the

Company, other than an acquisition by virtue of the exercise of a

conversion privilege unless the security being so converted was itself

acquired directly from the Company, (ii) any acquisition by the Company,

(iii) any acquisition by any employee benefit plan (or related trust)

sponsored or maintained by the Company or any corporation controlled by the

Company or (iv) any acquisition by any corporation pursuant to a

transaction which complies with clauses (1), (2) and (3) of subsection (c)

of this Section 2.2; or

(b) A change in the composition of the Board such that the

individuals who, as of February 17, 1994, constitute the Board (such Board

shall be hereinafter referred to as the "Incumbent Board") cease for any

reason to constitute at least a majority of the Board; provided, however,

for purposes of this Section 2.2, that any individual who becomes a member

of the Board subsequent to February 17, 1994, whose election, or nomination

for election by the Company's stockholders, was approved by a vote of at

least a majority of those individuals who are members of the Board and who

were also members of the Incumbent Board (or deemed to be such pursuant to

this proviso) shall be considered as though such individual were a member

of the Incumbent Board; but, provided further, that any such individual

whose initial assumption of office occurs as a result of either an actual

or threatened election contest (as such terms are used in Rule 14a-11 of

Regulation 14A promulgated under the Exchange Act) or other actual or

threatened solicitation of proxies or consents by or on behalf of a Person

other than the Board shall not be so considered as a member of the

Incumbent Board; or

(c) The approval by the stockholders of the Company of a reorganization,

merger or consolidation or sale or other

2


disposition of all or substantially all of the assets of the Company

("Corporate Transaction"); excluding; however, such a Corporate Transaction

pursuant to which (1) all or substantially all of the individuals and

entities who are the beneficial owners, respectively, of the outstanding

Common Stock and outstanding Company voting securities immediately prior to

such Corporate Transaction will beneficially own, directly or indirectly,

more than 60% of, respectively, the outstanding shares of common stock, and

the combined voting power of the then outstanding voting securities

entitled to vote generally in the election of directors, as the case may

be, of the corporation resulting from such Corporate Transaction

(including, without limitation, a corporation which as a result of such

transaction owns the Company or all or substantially all of the Company's

assets either directly or through one or more subsidiaries) in

substantially the same proportions as their ownership, immediately prior to

such Corporate Transaction, of the outstanding Common Stock and outstanding

Company voting securities, as the case may be, (2) no Person (other than

the Company, any employee benefit plan (or related trust) of the Company or

such corporation resulting from such Corporate Transaction) will

beneficially own, directly or indirectly, 20% or more of, respectively, the

outstanding shares of common stock of the corporation resulting from such

Corporate Transaction or the combined voting power of the outstanding

voting securities of such corporation entitled to vote generally in the

election of directors except to the extent that such ownership existed

prior to the Corporate Transaction and (3) individuals who were members of

the Incumbent Board will constitute at least a majority of the members of

the board of directors of the corporation resulting from such Corporate

Transaction; or

(d) The approval by the shareholders of the Company of a complete

liquidation or dissolution of the Company.

3


2.3 "Committee" shall mean the committee referred to in Article V.

2.4 "Company" shall mean Colgate-Palmolive Company and any person, firm or

corporation which may hereafter succeed to the interests of the Company by

merger consolidation or otherwise.

2.5 "Disability" shall mean an illness or other incapacity which qualifies an

Outside Director for disability benefits under the Social Security Act or

which the Board or Committee determines precludes such Outside Director

from fully discharging his or her responsibilities as a member of the

Board.

2.6 "Outside Director" shall mean a member of the Board who is not, nor at any

time has been, an employee of the Company or any of its subsidiaries.

2.7 "Pension Benefit" shall mean the pension benefit determined in accordance

with Section 4.3.

2.8 "Plan" shall mean the Colgate-Palmolive Company Pension Plan for Outside

Directors, as amended from time to time.

2.9 "Retainer" shall mean the retainer determined in accordance with Section

4.3(a).

2.10 "Retired Outside Director" shall mean an Outside Director who has satisfied

the eligibility requirements of Section 4.1 for a Pension Benefit.

4


2.11 "Service" shall mean all periods of service as an Outside Director

(including any such periods prior to April 1, 1983) whether or not such

service is continuous.

Article III

PARTICIPATION

Each Outside Director shall participate in the Plan.

Article IV

PENSION BENEFITS

4.1 Eligibility for Pension Benefits

(a) Each Outside director who has completed nine years of Service and who

retires from the Board by reason of age in accordance with the provisions

of the Company's By-laws, as amended from time to time, shall be eligible

for a Pension Benefit upon such retirement.

(b) Each Outside Director who has completed five years of Service and who

retires from the Board by reason of Disability shall be eligible for a

Pension Benefit upon such retirement.

(c) Each Outside Director who has completed nine years of Service and who

retires from the Board other than by reason of age or Disability, but with

the written approval of the Committee, shall be eligible for a Pension

Benefit upon attaining the age at which his or her retirement from the

Board would have been required in accordance with the provisions of the

Company's By-laws in effect at the time of his or her retirement.

5


4.2 Commencement of Pension Benefits

(a) A Retired Outside Director's Pension Benefits shall commence as of the

first day of the calendar quarter next following the date he or she became

a Retired Outside Director.

(b) If a former Outside Director returns to membership on the Board, the

Pension Benefits that are or may become payable to him or her shall be

forfeited for so long as he or she continues to be a member of the Board.

Upon subsequent retirement, the Pension Benefits to which he or she is or

may become entitled shall be redetermined pursuant to this Article IV on

the basis of the Company's By-laws and the Retainer then in effect.

4.3 Amount and Form of Pension Benefit

(a) A Retired Outside Director's Pension Benefit shall be an annual cash

benefit equal to 100% of the Retainer paid to him or her while an Outside

Director for the twelve months immediately preceding his or her retirement

from the Board.

"Retainer" shall mean all cash and property paid to an Outside Director for

services as an Outside Director, other than fees for attendance at meetings

of the Board and any committees thereof, fees for service on any committee

of the Board and reimbursement of expenses.

All property paid as part of the Retainer shall be valued by the Committee

at fair market value. In the case of Company common stock, fair market

value shall be the average of the high and low prices per share of the

Company's common stock for New York Stock Exchange Composite Transactions

as reported in the Wall Street

6


Journal for the day on which the Outside Director is deemed to have

received such stock. In the absence of a reported sale, the average between

the high and the low prices on the most recent date on which a sale was

reported shall be used.

(b) Pension benefits shall be payable in equal quarterly installments for the

lifetime of the Retired Outside Director only. No death or other survivor

benefits are payable under the Plan.

Article V

ADMINISTRATION

5.1 Except as provided in Section 5.2, the Committee shall mean the Personnel

and Organization Committee of the Board. The Committee shall have full

power and authority to administer the Plan, including the power to (i)

promulgate forms to be used with respect to the Plan, (ii) promulgate rules

of Plan administration, (iii) settle any disputes as to rights or

benefits arising from the Plan, (iv) interpret the Plan and (v) make such

decisions or take such action as the Committee, in its sole discretion,

deems necessary or advisable to aid in the proper administration of the

Plan. Any decision made by the Committee shall be final and binding on all

persons.

5.2 Following a Change of Control, the Committee shall be the Committee as

constituted immediately prior to the Change of Control with such changes in

the membership thereof as may be approved from time to time following the

Change of Control by a majority of the members of such Committee as

constituted at the applicable time. The Company shall have no right to

appoint members to or to remove members from the Committee following a

Change of Control.

7


Article VI

FINANCING

Pension benefits under the Plan shall, constitute general obligations of the

Company in accordance with the terms of the Plan. A person shall have only an

unsecured right to payment thereof out of the general assets of the Company.

Notwithstanding the foregoing, the Company may by agreement with one or more

trustees to be selected by the Company create a trust on such terms as the

Company shall determine to pay Pension Benefits in accordance with the terms of

the Plan.

Article VII

MISCELLANEOUS

7.1 Right to Amend or Terminate. The Board reserves the right at any time and

from time to time to modify, suspend, amend, or terminate the Plan in whole

or in part; provided, however, that no such action shall adversely affect

the rights under the Plan of any Retired Outside Director or any Outside

Director or former Outside Director who has nine or more years of Service.

7.2 Board Member Relationships. Nothing in the Plan shall give or be deemed to

give any Board member the right to be continued as a member of the Board,

to modify or affect the terms of Board membership or to interfere with the

right of stockholders of the Company to elect members of the Board.

7.3 Nonalienation of Benefits. To the extent permitted by law, no Pension

Benefits payable under the Plan shall be subject in any manner to

anticipation, alienation, sale, transfer, assignment, garnishment, pledge

or encumbrance. Any attempt to anticipate, alienate, sell, transfer,

assign, attach, pledge or encumber the

8


same shall be void, and no Pension Benefits payable under the Plan shall be

in any manner liable or subject to the debts, contracts, liabilities,

engagements or torts of any Outside Director or former Outside Director,

including any Retired Outside Director

7.4 Payments to Incompetents. If a Retired Outside Director is deemed by the

Committee or is adjudged to be legally incapable of giving valid receipt

and discharge for the Pension Benefit to which he or she is entitled, such

Pension Benefit shall be paid to such person(s) as the Committee may

designate or to a duly appointed guardian. Any such payment shall be in

complete discharge of the liability of the Plan and the Company to the

Retired Outside Director.

7.5 Benefit of Plan. The Plan shall be binding upon and shall inure to the

benefit of the Outside Directors, their heirs and legal representatives and

the Company and its successors. The term "successor" shall mean any person,

firm, corporation or other business entity that, at any time, whether by

merger, acquisition or otherwise, acquires all or substantially all of the

stock, assets or business of the Company.

7.6 Applicable Law. The Plan shall be subject to and construed in accordance

with the laws of the State of Delaware, without regard to the conflict of

law principles thereof.

9

 


EXHIBIT 10-S

COLGATE-PALMOLIVE COMPANY
NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN

SECTION 1. Purpose; Definitions.

The purpose of the Plan is to provide compensation to Non-Employee Directors in the form of Stock Options.

For purposes of the Plan, the following terms are defined as set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" and "Change of Control Price" have the meanings set forth in Sections 6(b) and 6(c), respectively.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

"Common Stock" means common stock, par value $1.00 per share, of the Company.

"Company" means the Colgate-Palmolive Company, a Delaware corporation.

"Disability" with respect to a Participant means physical or mental disability, whether total or partial, that prevents the Participant from performing his duties as a member of the Board for a period of six consecutive months.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

"Fair Market Value" means as of any given date, the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national exchange on which the Stock is listed or on NASDAQ. If there is no regular public trading market for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith.

"Non-Employee Director" means a person who as of any applicable date is a member of the Board and is not an officer or employee of the Company or any subsidiary of the Company.

"Participant" means a Non-Employee Director who is granted a Stock Option hereunder.

"Plan" means the Colgate-Palmolive Company Non-Employee Director Stock Option Plan as set forth herein and as hereinafter amended from time to time.

"Retirement" means retirement from active employment under a pension plan of the Company or any of its subsidiaries, or termination of an individual's directorship at or after age 65 with at least nine years of service as a member of the Board.

"Stock Option" means a non-qualified option to purchase shares of Common Stock.

"Termination of Directorship" means the date upon which any Participant ceases to be a member of the Board for any reason whatsoever.

1


In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

SECTION 2. Administration.

The Plan shall be administered by the Board or by a duly appointed committee of the Board having such powers as shall be specified by the Board. The Board (or such committee) shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Stock Option issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan.

SECTION 3. Stock Subject to Plan.

Subject to adjustment as provided herein, the total number of shares of Common Stock of the Company available for grant under the Plan while it is in effect shall be 150,000.

In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, extraordinary distribution with respect to the Common Stock or other change in corporate structure affecting the Common Stock, the aggregate number of shares of Common Stock reserved for issuance under the Plan and the number and option price of shares of Common Stock subject to outstanding Stock Options shall be appropriately adjusted; provided, however, that the number of shares subject to any Stock Option shall always be a whole number.

SECTION 4. Eligibility.

Only individuals who are Non-Employee Directors are eligible to be granted Stock Options under the Plan.

SECTION 5. Stock Options.

(a) Each Non-Employee Director shall, on the first meeting of the Board following his or her first election as a director of the Company, and thereafter on each 17th of February during such director's term or the first business day thereafter, automatically be granted a Stock Option to purchase 1,000 shares of Common Stock (the "Annual Grant Amount") having an exercise price of 100% of Fair Market Value of the Common Stock at the date of grant of such Stock Option. In the event of any stock split or dividend the number of shares of Common Stock to be awarded annually shall be adjusted by multiplying the Annual Grant Amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such stock split or dividend and the denominator of which is the number of such shares outstanding immediately prior to such event.

(b) In the event that the number of shares of Common Stock available for future grant under the Plan is insufficient to make all automatic grants required to be made on a given date, then all Non-Employee Directors entitled to a grant on such date shall share ratably in the number of Stock Options on shares available for grant under the Plan.

(c) Stock Options granted under the Plan shall be subject to the following terms and conditions in addition to those set forth above:

(i) Option Term. The term of each Stock Option shall be 10 years from the date the Stock Option is granted, subject to earlier termination as provided herein.

(ii) Exercisability. Stock Options shall be exercisable as follows:

2


(A) beginning on the first anniversary of the date of grant, for up to 33-1/3% of the shares of Common Stock covered by the Stock Option;

(B) beginning on the second anniversary of the date of grant, for up to 66-2/3% of such shares; and

(C) beginning on the third anniversary of the date of grant and thereafter until the expiration of the term of the Stock Option, for up to 100% of such shares.

Notwithstanding the foregoing, a Stock Option held by a Participant shall become immediately exercisable in full upon the death, Disability or Retirement of such Participant.

(iii) Method of Exercise. Subject to the provisions of this Section 5, Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of shares of Common Stock subject to the Stock Option to be purchased.

Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept. Payment in full or in part may also be made in the form of Common Stock already owned by the optionee of the same class as the Common Stock subject to the Stock Option.

No shares of Common Stock shall be issued until full payment therefor has been made. An optionee shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends), when the optionee has given written notice of exercise, has paid in full for such shares and, has given the representation described in Section 8(a).

(iv) Non-transferability of Stock Options. No Stock Option shall be transferable by the optionee other than (A) by will or by the laws of descent and distribution or (B) pursuant to a qualified domestic relations order (as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder).

All Stock Options shall be exercisable, during the optionee's lifetime, only by the optionee or by the guardian or legal representative of the optionee, it being understood that the terms "holder" and "optionee" include the guardian and legal representative of the optionee named in the option agreement and any person to whom an option is transferred by will or the laws of descent and distribution or pursuant to a qualified domestic relations order.

(v) Termination by Reason of Death, Disability or Retirement. If a Termination of Directorship occurs by reason of the death, Disability or Retirement of a Participant, any Stock Option held by such Participant may thereafter be exercised for a period of three years from the date of such Termination of Directorship or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(vi) Other Termination. If a Termination of Directorship occurs for any reason other than the death, Disability or Retirement of a Participant, any Stock Option held by such Participant shall thereupon terminate, except that such Stock Option, to the extent then exercisable, may be exercised for the lesser of three months from the date of such Termination of Directorship or the balance of such Stock Option's term; provided, however, that if the optionee dies within such three-month period, any unexercised Stock Option held by such Participant shall, notwithstanding the expiration of such three-month period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of three years from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

3


(vii) Limited Cash Out Rights. Notwithstanding any other provision of the Plan, during the 60-day period from and after a Change of Control (the "Exercise Period"), a Participant shall have the right, whether or not a Stock Option is fully exercisable and in lieu of the payment of the exercise price for the shares of Common Stock being purchased under the Stock Option and by giving notice to the Company, to elect (within the Exercise Period) to surrender all or part of the Stock Option to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change of Control Price per share of Common Stock on the date of such election shall exceed the exercise price per share of Common Stock under the Stock Option (the "Spread") multiplied by the number of shares of Common Stock granted under the Stock Option as to which the right granted under this clause (vii) shall have been exercised; provided, however, that if the Change of Control is within six months of the date of grant of a particular Stock Option held by a Participant who is subject to Section 16(b) of the Exchange Act no such election shall be made by such Participant with respect to such Stock Option prior to six months from the date of grant. Notwithstanding any other provision hereof, if the end of such 60-day period from and after a Change of Control is within six months of the date of grant of a Stock Option held by a Participant who is subject to Section
16(b) of the Exchange Act, such Stock Option shall be cancelled in exchange for a cash payment to the Participant, effected on the day which is six months and one day after the date of grant of such Stock Option, equal to the Spread multiplied by the number of shares of Common Stock granted under the Stock Option. Notwithstanding the foregoing, if any right granted pursuant to this clause (vii) would make a Change of Control transaction ineligible for pooling of interests accounting under APB No. 16 that but for this clause (vii) would otherwise be eligible for such accounting treatment, Common Stock (having a Fair Market Value equal to the cash otherwise payable hereunder) shall be substituted for the cash payable hereunder.

SECTION 6. Change of Control Provisions.

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control, any Stock Options outstanding as of the date such Change of Control is determined to have occurred and not then exercisable and vested shall become fully exercisable and vested to the full extent of the original grant.

(b) Definition of Change of Control. For purposes of the Plan, a "Change of Control" shall mean the happening of any of the following events:

(i) An acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 6(b); or

(ii) A change in the composition of the Board such that the individuals who, as of February 17, 1994, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section
6(b), that any individual who becomes a member of the Board subsequent to February 17, 1994, whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office

4


occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) The approval by the stockholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the outstanding Common Stock and outstanding Company voting securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Common Stock and outstanding Company voting securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(iv) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(c) Change of Control Price. For purposes of the Plan, "Change of Control Price" means the higher of (i) the highest reported sales price, regular way, of a share of Common Stock in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed or on NASDAQ during the 60-day period prior to and including the date of a Change of Control or (ii) if the Change of Control is the result of a tender or exchange offer or a merger or other similar corporate transaction, the highest price per share of Common Stock paid in such tender or exchange offer or other Transaction; provided, however, that in the case of a Stock Option which (A) is held by an optionee who is subject to Section 16(b) of the Exchange Act and (B) was granted within 240 days of the Change of Control, then the Change of Control Price for such Stock Option shall be the Fair Market Value of the Common Stock on the date such Stock Option is exercised or deemed exercised.

SECTION 7. Term, Amendment and Termination.

The Plan will terminate on December 31, 2004. Under the Plan, Stock Options outstanding as of December 31, 2004 shall not be affected or impaired by the termination of the Plan.

The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would (a) impair the rights of an optionee under a Stock Option without the optionee's or recipient's consent, except such an amendment made to cause the Plan to qualify for the exemption provided by Rule 16b-3, or (b) disqualify the Plan from the exemption provided by Rule 16b-3. In addition (a) no amendment shall be made without the approval of the Company's stockholders to the extent such approval is required by law or agreement and (b) the Plan shall not be materially amended more often than once every six months.

5


SECTION 8. General Provisions.

(a) Unless the shares have been registered under the Securities Act of 1933, as amended, each person purchasing or receiving shares of Common Stock pursuant to a Stock Option shall represent to and agree with the Company in writing that such person is acquiring the shares of Common Stock without a view to the distribution thereof. The certificates for such shares of Common Stock shall include an appropriate legend to reflect the restrictions on transfer.

(b) Nothing contained in the Plan shall prevent the Company or any subsidiary from adopting other or additional compensation arrangements for its Non-Employee Directors.

(c) No later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal income tax purposes with respect to any Stock Option awarded under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Withholding obligations may, at the election of the optionee (which election shall be subject to compliance with requirements of Rule 16b-3 under the Exchange Act), be settled with Common Stock, including Common Stock that is part of the Stock Option that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant.

(d) The Plan and all Stock Options awarded and actions taken with respect thereto shall be governed by and construed in accordance with the laws of the State of Delaware.

SECTION 9. Effective Date of Plan.

The Plan shall be adopted by the Board and be effective on February 17, 1994, subject to approval by the stockholders of the Company. Stock Options may be granted prior to such approval but are contingent upon such approval being obtained.

6
 

EXHIBIT 11
PAGE 1 OF 2

COLGATE-PALMOLIVE COMPANY
COMPUTATION OF EARNINGS PER COMMON SHARE
DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS (UNAUDITED)
                                                                      YEAR ENDED DECEMBER 31,
                                                                     --------------------------
                                                                      1995      1994      1993
                                                                     ------    ------    ------

PRIMARY
EARNINGS:
Income before changes in accounting...............................   $172.0    $580.2    $548.1
Deduct: Dividends on preferred shares.............................     21.6      21.6      21.6
                                                                     ------    ------    ------
Income applicable to common shares before cumulative effect on
  prior years of accounting changes...............................    150.4     558.6     526.5
Cumulative effect on prior years of accounting changes............     --        --      (358.2)
                                                                     ------    ------    ------
Net income applicable to common shares............................   $150.4    $558.6    $168.3
                                                                     ------    ------    ------
                                                                     ------    ------    ------
SHARES (IN MILLIONS):
Weighted average shares outstanding...............................    145.2     146.2     155.9
                                                                     ------    ------    ------
EARNINGS PER COMMON SHARE, PRIMARY:
Income before changes in accounting...............................   $ 1.04    $ 3.82    $ 3.38
Cumulative effect on prior years of accounting changes............     --        --       (2.30)
                                                                     ------    ------    ------
Net income per share..............................................   $ 1.04    $ 3.82    $ 1.08
                                                                     ------    ------    ------
                                                                     ------    ------    ------


EXHIBIT 11
PAGE 2 OF 2

COLGATE-PALMOLIVE COMPANY
COMPUTATION OF EARNINGS PER COMMON SHARE
DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS (UNAUDITED)
                                                                      YEAR ENDED DECEMBER 31,
                                                                     --------------------------
                                                                      1995      1994      1993
                                                                     ------    ------    ------

ASSUMING FULL DILUTION
EARNINGS:
Income before changes in accounting...............................   $172.0    $580.2    $548.1
Deduct: Dividends on preferred shares.............................     21.6        .5        .5
Deduct: Replacement funding.......................................     --         7.8       9.5
                                                                     ------    ------    ------
Income applicable to common shares before cumulative effect on
  prior years of accounting changes...............................    150.4     571.9     538.1
Cumulative effect on prior years of accounting changes............     --        --      (358.2)
                                                                     ------    ------    ------
Net income applicable to common shares............................   $150.4    $571.9    $179.9
                                                                     ------    ------    ------
                                                                     ------    ------    ------
SHARES (IN MILLIONS):
Weighted average shares outstanding...............................    145.2     146.2     155.9
Add: Assumed exercise of options reduced by the number of shares
purchased with the proceeds.......................................      2.6       1.9       2.5
Add: Assumed conversion of Series B Convertible Preference
Stock.............................................................     --        12.2      12.4
                                                                     ------    ------    ------
Adjusted weighted average shares outstanding......................    147.8     160.3     170.8
                                                                     ------    ------    ------
                                                                     ------    ------    ------
EARNINGS PER COMMON SHARE, ASSUMING FULL DILUTION:
Income before changes in accounting...............................   $ 1.02    $ 3.56    $ 3.15
Cumulative effect on prior years of accounting changes............     --        --       (2.10)
                                                                     ------    ------    ------
Net income per share..............................................   $ 1.02    $ 3.56    $ 1.05
                                                                     ------    ------    ------
                                                                     ------    ------    ------

The calculation of fully diluted earnings per share excludes the effect of antidilutive securities for 1995.

 


EXHIBIT 12

COLGATE-PALMOLIVE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
DOLLARS IN MILLIONS (UNAUDITED)

YEAR ENDED
DECEMBER 31, 1995

Income before income taxes and cumulative effect on prior years of accounting changes............................... $ 363.5
ADD:
Interest on indebtedness and amortization of debt expense
  and discount or premium.................................          236.0
Portion of rents representative of interest factor........           30.6
Interest on ESOP debt, net of dividends...................            2.2
LESS:
Income of less than fifty-percent-owned subsidiaries......           (7.3)
                                                                  -------
Income as adjusted........................................        $ 625.0
                                                                  -------
                                                                  -------
FIXED CHARGES:
Interest on indebtedness and amortization of debt expense
  and discount or premium.................................        $ 236.0
Portion of rents representative of interest factor........           30.6
Interest on ESOP debt, net of dividends...................            2.2
Capitalized interest......................................           14.7
                                                                  -------
Total fixed charges.......................................        $ 283.5
                                                                  -------
                                                                  -------
Ratio of earnings to fixed charges........................            2.2
                                                                  -------


In June 1989, the Company's leveraged employee stock ownership plan (ESOP) issued $410.0 long-term notes due through 2009 bearing an average interest rate of 8.6%. These notes are guaranteed by the Company. Interest incurred on the ESOP's notes was $33.9 in 1995. This interest is funded through preferred and common stock dividends. The fixed charges presented above include interest on ESOP indebtedness to the extent it is not funded through preferred and common stock dividends.

 


EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT

                                                                             STATE IN WHICH
                                                                         INCORPORATED OR COUNTRY
             NAME OF COMPANY                                                 IN WHICH ORGANIZED
             ---------------                                             -----------------------
A/O Colgate-Palmolive (Russia)........................................   Russia
Alexandril S.A........................................................   Uruguay
Arkay Pty Limited.....................................................   Australia
Asian Pioneer Co., Ltd................................................   Hong Kong
Barbados Costmetics Products Limited..................................   Barbados
Barbara Lee S.A.......................................................   Chile
Baser Kimya Sanayii Ve Ticaret Anonim Sirketi.........................   Turkiye
Baser Terketim Pazarlama Ve Ticaret Anonim Sirketi....................   Turkiye
Beauty and Healthy Distribution Limited...............................   Tanzania
C-P Peru S.A..........................................................   Peru
Cachet Investments Limited............................................   Jersey Islands, U.K.
Chemtech (BVI) Co. Ltd................................................   British Virgin Islands
Chet Household Products (Pvt) Ltd.....................................   South Africa
CKR Nederland B.V.....................................................   Nederlands
CKS, Inc..............................................................   Delaware
Cleaning Dimensions, Inc..............................................   Delaware
Cobelsa S.A...........................................................   Argentina
Colgate (BVI) Limited.................................................   British Virgin Islands
Colgate (Guangzhou) Co. Ltd...........................................   China
Colgate (U.K.) Limited................................................   United Kingdom
Colgate Finance S.N.C.................................................   France
Colgate Flavors and Fragrances, Inc...................................   Delaware
Colgate Holdings......................................................   United Kingdom
Colgate Inc...........................................................   Delaware
Colgate Juncos, Inc...................................................   Delaware
Colgate Music Direct..................................................   Delaware
Colgate Oral Pharmaceuticals, Inc.....................................   Delaware
Colgate Palmolive Versorgungs-und Unterstutzungskasse GmbH............   Germany
Colgate Sports Foundation, Inc........................................   Philippines
Colgate Venture Company, Inc..........................................   Delaware
Colgate-Palmolive & Cia...............................................   Colombia
Colgate-Palmolive A.B.................................................   Sweden
Colgate-Palmolive A.G.................................................   Switzerland
Colgate-Palmolive (America), Inc......................................   Delaware
Colgate-Palmolive A/S.................................................   Denmark
Colgate-Palmolive Belgium S.A.........................................   Belgium
Colgate-Palmolive (B) Sdn. Bhd........................................   Brunei
Colgate-Palmolive (Barbados) Limited..................................   Barbados
Colgate-Palmolive (Blantyre) Limited..................................   Malawi
Colgate-Palmolive (Borzesti) SRL......................................   Romania
Colgate-Palmolive (Botswana) (Proprietary) Ltd........................   Botswana
Colgate-Palmolive (Bulgaria) Ltd......................................   Bulgaria
Colgate-Palmolive (C.A.) Inc. y Compania Limitada.....................   Guatemala
Colgate-Palmolive Cameroun S.A........................................   Cameroons
Colgate-Palmolive Canada, Inc.........................................   Canada


EXHIBIT 21
PAGE 2 OF 6

                                                                             STATE IN WHICH
                                                                         INCORPORATED OR COUNTRY
         NAME OF COMPANY                                                   IN WHICH ORGANIZED
         ---------------                                                 -----------------------
Colgate-Palmolive (Caribbean), Inc....................................   Delaware
Colgate-Palmolive (Central America), Inc..............................   Delaware
Colgate-Palmolive Central European Management Inc.....................   Delaware
Colgate-Palmolive (Centro America) S.A................................   Guatemala
Colgate-Palmolive (Ceylon) Limited....................................   Sri Lanka
Colgate-Palmolive Charitable Foundation...............................   Delaware
Colgate-Palmolive (Chile) S.A.........................................   Chile
Colgate-Palmolive, Cia................................................   Delaware
Colgate-Palmolive Co. (Jamaica) Ltd...................................   Jamaica
Colgate-Palmolive (Commerciale) Limitada..............................   Mozambique
Colgate-Palmolive Compania Anonima....................................   Venezuela
Colgate-Palmolive Company, Distr......................................   Puerto Rico
Colgate-Palmolive (Costa Rica) Limited................................   Costa Rica
Colgate-Palmolive (Costa Rica), S.A...................................   Costa Rica
Colgate-Palmolive Cote d'Ivoire, S.A..................................   Ivory Coast
Colgate-Palmolive Czech Republic spol. s.r.o..........................   Czechoslovakia
Colgate-Palmolive del Ecuador, S.A....................................   Ecuador
Colgate-Palmolive del Peru (Delaware) Inc. Secursal del Peru..........   Delaware
Colgate-Palmolive Development Corp....................................   Delaware
Colgate-Palmolive Distributors Co. (Pty) Ltd..........................   Botswana
Colgate-Palmolive (Dominica), Inc.....................................   Delaware
Colgate-Palmolive (Dominican Republic), Inc...........................   Delaware
Colgate-Palmolive (East Africa) Limited...............................   Kenya
Colgate-Palmolive (Eastern) Pte. Ltd..................................   Singapore
Colgate-Palmolive (Egypt) S.A.E.......................................   Egypt
Colgate-Palmolive Enterprises, Inc....................................   Delaware
Colgate-Palmolive Espana, S.A.........................................   Spain
Colgate-Palmolive Europe S.A..........................................   Belgium
Colgate-Palmolive (Far East) Sdn Bhd..................................   Malaysia
Colgate-Palmolive (Fiji) Limited......................................   Fiji Islands
Colgate-Palmolive (Finance) (Pty) Limited.............................   South Africa
Colgate-Palmolive G.m.b.H.............................................   Germany
Colgate-Palmolive Gabon (Societe Industrielle de Detergents--SIDAC)...   Gabon
Colgate-Palmolive Gesellschaft m.b.H..................................   Austria
Colgate-Palmolive Global Trading Company..............................   Delaware
Colgate-Palmolive (Gulf States) Ltd...................................   British Virgin Islands
Colgate-Palmolive (Guyana) Ltd........................................   Guyana
Colgate-Palmolive Haci Sakir Sabun Sanayi ve Ticaret Anonim Sirket....   Turkiye
Colgate-Palmolive (H.K.) Limited......................................   Hong Kong
Colgate-Palmolive (Hellas) S.A........................................   Greece
Colgate-Palmolive Holding Inc.........................................   Delaware
Colgate-Palmolive Hungary Ltd.........................................   Hungary
Colgate-Palmolive (Hungary) Manufacturing, Kft........................   Hungary
Colgate-Palmolive, Inc................................................   Delaware
Colgate-Palmolive (India) Private Limited.............................   India
Colgate-Palmolive (Indonesia), Inc....................................   Delaware
Colgate-Palmolive Industries (Private) Ltd............................   Zimbabwe


EXHIBIT 21
PAGE 3 OF 6

                                                                             STATE IN WHICH
                                                                          INCORPORATED OR COUNTRY
  NAME OF COMPANY                                                           IN WHICH ORGANIZED
- -----------------                                                         -----------------------
Colgate-Palmolive (Ireland) Limited...................................   Ireland
Colgate-Palmolive International Incorporated..........................   Delaware
Colgate-Palmolive Investment Co., Inc.................................   Delaware
Colgate-Palmolive (Latvia)............................................   Latvia
Colgate-Palmolive Limited.............................................   New Zealand
Colgate-Palmolive Limited.............................................   United Kingdom
Colgate-Palmolive, Ltda...............................................   Brazil
Colgate-Palmolive (Malaysia) Sdn Bhd..................................   Malaysia
Colgate-Palmolive (Marketing).........................................   Sdn Bhd
Colgate-Palmolive Mennen Limited......................................   United Kingdom
Colgate-Palmolive (Mocambique) Limitada...............................   Mozambique
Colgate-Palmolive Morocco.............................................   Morocco
Colgate-Palmolive (New York), Inc.....................................   Delaware
Colgate-Palmolive NJ, Inc.............................................   New Jersey
Colgate-Palmolive Nordic A/S..........................................   Denmark
Colgate-Palmolive Norge A/S...........................................   Norway
Colgate-Palmolive--NSOA (Senegal) S.A.................................   Senegal
Colgate-Palmolive Participacoes e Investimentos Imobiliarios, S.A.....   Portugal
Colgate-Palmolive Philippines, Inc....................................   Philippines
Colgate-Palmolive Peru S.A............................................   Peru
Colgate-Palmolive (PNG) Pty Ltd.......................................   Papua New Guinea
Colgate-Palmolive (Poland) Sp. z 0.0..................................   Poland
Colgate-Palmolive (P.R.) Inc..........................................   Delaware
Colgate-Palmolive Pty Limited.........................................   Australia
Colgate-Palmolive (Pty) Limited.......................................   South Africa
Colgate-Palmolive (Research & Development), Inc.......................   Delaware
Colgate-Palmolive (Romania) SRL.......................................   Romania
Colgate-Palmolive, S.A................................................   France
Colgate-Palmolive, S.A................................................   Portugal
Colgate-Palmolive, S.A. de C.V........................................   Mexico
Colgate-Palmolive (Slovakia)..........................................   Slovakia
Colgate-Palmolive (Slovenia)..........................................   Slovenia
Colgate-Palmolive Sociedad Anonima Industrial y Commercial............   Argentina
Colgate-Palmolive S.p.A...............................................   Italy
Colgate-Palmolive SP..................................................   Ukraine
Colgate-Palmolive Superannuation Fund Trustee Pty Ltd.................   Australia
Colgate-Palmolive (Taiwan), Inc.......................................   Delaware
Colgate-Palmolive (Tanzania) Limited..................................   Tanzania
Colgate-Palmolive Temizlik Urunleri Sanayi ve Ticart S.A..............   Delaware
Colgate-Palmolive Temizlik Urunleri Sanayi ve Ticart S.A..............   Turkiye
Colgate-Palmolive (Thailand) Ltd......................................   Thailand
Colgate-Palmolive Transnational Inc...................................   Delaware
Colgate-Palmolive (Trinidad) Limited..................................   Trinidad
Colgate-Palmolive (Uganda) Limited....................................   Uganda
Colgate-Palmolive (Ukraine) A/O.......................................   Ukraine
Colgate-Palmolive (Zambia) Inc........................................   Delaware
Colgate-Palmolive (Zambia) Ltd........................................   Zambia


EXHIBIT 21
PAGE 4 OF 6
                                                                             STATE IN WHICH
                                                                          INCORPORATED OR COUNTRY
  NAME OF COMPANY                                                           IN WHICH ORGANIZED
  ---------------                                                         -----------------------
Colgate-Palmolive (Zimbabwe) (Private) Limited........................   Zimbabwe
Colgate-Palmolive (Zimbabwe), Inc.....................................   Delaware
Consumer Viewpoint Center, Inc........................................   New Jersey
Cosmeticos Grasse Ltda................................................   Chile
Cotelle S.A...........................................................   France
CP Holding S.A........................................................   France
CP Textil Industria e Comercia Ltd....................................   Brazil
CPC Funding Company...................................................   Delaware
CPIF, Inc.............................................................   Delaware
Cristasol, S.A........................................................   Spain
Demi, S.A. de C.V.....................................................   Mexico
Dental Pack Industria E Comercio Ltda.................................   Brazil
Dentatech (BVI) Co. Ltd...............................................   British Virgin Islands
Dimac Development Corp................................................   New Jersey
Direct Development, Inc...............................................   Massachusetts
Distribuidora Edison S.A..............................................   Argentina
Dominica Coconut Products Limited.....................................   Dominica
EKIB, Inc.............................................................   Delaware
ELM Company Limited...................................................   Bermuda
Empresa de Maquilas, S.A. de C.V......................................   Mexico
Fabnac Colgate-Palmolive S.A..........................................   Haiti
First Veterinary Companies of America, Inc............................   Delaware
Former PHI, Inc.......................................................   Massachusetts
Fundacion Colgate-Palmolive Dominicana, N/A, Inc......................   Dominican Republic
Gel-Kam (U.K.) Limited................................................   United Kingdom
Hamol A.G.............................................................   Switzerland
Hamol B.V.............................................................   Netherlands
Hamol Kosmetiche Produkte, G.m.b.H....................................   Austria
Hamol, Ltd............................................................   Delaware
Hao Lai Chemical Co. Ltd..............................................   Taiwan
Hawley & Hazel (BVI) Company Ltd......................................   British Virgin Islands
Hawley & Hazel (Malaysia) Sdn Bhd.....................................   Malaysia
Hawley & Hazel Chemical Co. (H.K.) Ltd................................   Hong Kong
Hawley & Hazel Chemical Co. Singapore (Pte.) Ltd......................   Singapore
Hawley & Hazel Investment Co., Ltd....................................   Hong Kong
Hawley & Hazel Taiwan Corporation.....................................   Taiwan
Hill's Funding Company................................................   Delaware
Hill's Pet Nutrition B.V..............................................   Nederlands
Hill's International Sales FSC B.V....................................   Nederlands
Hill's Pet Nutrition Canada Inc.......................................   Canada
Hill's Pet Nutrition Espana, S.L......................................   Spain
Hill's Pet Nutrition GmbH.............................................   Germany
Hill's Pet Nutrition Ltd..............................................   United Kingdom
Hill's Pet Nutrition Pty Limited......................................   Australia
Hill's Pet Nutrition, Inc.............................................   Delaware
Hill's Pet Products (Benelux) S.A.....................................   Belgium
Hill's Pet Products de Mexico, S.A. de C.V............................   Mexico


EXHIBIT 21

PAGE 5 OF 6
                                                                             STATE IN WHICH
                                                                          INCORPORATED OR COUNTRY
  NAME OF COMPANY                                                           IN WHICH ORGANIZED
  ---------------                                                         -----------------------
Hill's Pet Products S.p.A.............................................   Italy
Hill's Pet Products SNC...............................................   France
Hill's Pet Products, Inc..............................................   Delaware
Hill's-Colgate (Japan) Ltd............................................   Japan
Hopro Liquidating Corp................................................   Ohio
Industrial Jabonera Ecuatoriana S.A...................................   Ecuador
Industrias Quimicas Associadas Multiquim, S.A.........................   Ecuador
Inmobiliara Hills, S.A. de C.V........................................   Mexico
Innovacion Creativa, S.A. de C.V......................................   Mexico
Innovacion Creative S.A. de C.V.......................................   Mexico
Inter-Hamol, S.A......................................................   Luxembourg
International Equitable Assocation (Industrial & Commercial)
Limited...............................................................   Nigeria
KCR (Japan) Ltd.......................................................   Japan
K.G. Caviar Im-Und Export, GmbH & Co..................................   Germany
Kolana, S.A...........................................................   Peru
Kolynos Corporation...................................................   Delaware
Kolynos do Brasil Ltda................................................   Brazil
Laboratories International............................................   Delaware
Laboratorios Farmapure, Inc...........................................   Puerto Rico
Lournay Sales, Inc....................................................   Delaware
Mangos Bros S.A.......................................................   Greece
Mennen Canada, Inc....................................................   Canada
Mennen de Chile, Ltd..................................................   Delaware
Mennen de Costa Rica, S.A.............................................   Costa Rica
Mennen de Mexico, S.A.................................................   Mexico
Mennen de Nicaragua, S.A..............................................   Delaware
Mennen de Puerto Rico, Ltd............................................   Delaware
Mennen Guatemala, S.A.................................................   Guatemala
Mennen Interamerica, Ltd..............................................   Delaware
Mennen International Sales Corporation................................   Delaware
Mennen Investments Inc................................................   Delaware
Mennen Limited........................................................   Delaware
Mennen Products (Pty) Ltd.............................................   South Africa
Mennen South Africa, Ltd..............................................   Delaware
Mission Hill's Property Corporation...................................   Delaware
Mission Hills Propiedades de Mexico, S.A. de C.V......................   Mexico
Mission Hills, S.A. de C.V............................................   Mexico
National Cosmetics S.A................................................   Argentina
New Science, Inc......................................................   Delaware
Norwood International Incorporated....................................   Delaware
ODOL San Luis Sociedad Anonima Industrial y Commercial................   Argentina
ODOL Sociedad Anonima Industrial y Commercial.........................   Argentina
Olive Music Publishing Corporation....................................   Delaware
Oraltech Company, Limited.............................................   British Virgin Islands
Palmolive (Guangzhou) Co. Ltd.........................................   China
Paramount Research, Inc...............................................   Delaware
Pet Chemicals Inc.....................................................   Florida


EXHIBIT 21
PAGE 6 OF 6

                                                                             STATE IN WHICH
                                                                          INCORPORATED OR COUNTRY
  NAME OF COMPANY                                                           IN WHICH ORGANIZED
  ---------------                                                         -----------------------
Polyana S.A...........................................................   Uruguay
Princess House de Mexico, S.A. de C.V.................................   Mexico
Princess House Limited................................................   United Kingdom
Professionals' Software, Inc..........................................   Delaware
P.T. Colgate-Palmolive Indonesia......................................   Indonesia
Purity Holding Company................................................   Delaware
Purity Music Publishing Corporation...................................   Delaware
Refresh Company Limited...............................................   Dominica
Samuel Taylor Holdings B.V............................................   Nederlands
Second Veterinary Companies of America, Inc...........................   Delaware
Siam Purity Distribution Co. Ltd......................................   Thailand
Societe Industriale de Bourbon, S.I.B.................................   Reunion
Softsoap Enterprises, Inc.............................................   Minnesota
Somerset Collections Inc..............................................   Massachusetts
Southhampton-Hamilton Company.........................................   Delaware
Syarika Tahara Sdn Bhd................................................   Malaysia
The Lournay Company, Inc..............................................   Delaware
The Mennen Company....................................................   New Jersey
The Murphy-Phoenix Company............................................   Ohio
VCA, Inc..............................................................   Delaware
Veterinary Companies of America, Inc..................................   Delaware
Village Bath Products, Inc............................................   Minnesota
Vipont Pharmaceutical, Inc............................................   Delaware
XEB, Inc..............................................................   New Jersey

 

EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K, into the Company's previously filed Registration Statement File Nos. 2-76922, 2-96982, 33-17136, 33-27227, 33-34952, 33-15515, 33-48832, 33-48840, 33-58746, 33-61038, 33-78424, 33-58887, 33-58231 and 33-64753.


                                          /s/ ARTHUR ANDERSEN LLP

New York, New York
March 25, 1996


 


EXHIBIT 24
PAGE 1 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints REUBEN MARK, ANDREW HENDRY and ROBERT AGATE, and each of them severally, his true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


       /s/ VERNON R. ALDEN
......................................

           Vernon R. Alden



EXHIBIT 24
PAGE 2 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in her capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints REUBEN MARK, ANDREW HENDRY and ROBERT AGATE, and each of them severally, her true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in her name, place and stead, in her capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


        /s/ JILL K. CONWAY
......................................

            Jill K. Conway



EXHIBIT 24
PAGE 3 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints REUBEN MARK, ANDREW HENDRY and ROBERT AGATE, and each of them severally, his true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


      /s/ RONALD E. FERGUSON
......................................

          Ronald E. Ferguson



EXHIBIT 24
PAGE 4 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in her capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints REUBEN MARK, ANDREW HENDRY and ROBERT AGATE, and each of them severally, her true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in her name, place and stead, in her capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


       /s/ ELLEN M. HANCOCK
......................................

           Ellen M. Hancock



EXHIBIT 24
PAGE 5 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints REUBEN MARK, ANDREW HENDRY and ROBERT AGATE, and each of them severally, his true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


       /s/ DAVID W. JOHNSON
......................................

           David W. Johnson



EXHIBIT 24
PAGE 6 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints REUBEN MARK, ANDREW HENDRY and ROBERT AGATE, and each of them severally, his true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


       /s/ JOHN P. KENDALL
......................................

           John P. Kendall



EXHIBIT 24
PAGE 7 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints REUBEN MARK, ANDREW HENDRY and ROBERT AGATE, and each of them severally, his true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


       /s/ RICHARD J. KOGAN
......................................

           Richard J. Kogan



EXHIBIT 24
PAGE 8 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints REUBEN MARK, ANDREW HENDRY and ROBERT AGATE, and each of them severally, his true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


       /s/ DELANO E. LEWIS
......................................

           Delano E. Lewis



EXHIBIT 24
PAGE 9 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints ANDREW HENDRY and ROBERT AGATE, and each of them severally, his true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


         /s/ REUBEN MARK
......................................

             Reuben Mark



EXHIBIT 24
PAGE 10 OF 10

COLGATE-PALMOLIVE COMPANY
ANNUAL REPORT ON FORM 10-K
POWER OF ATTORNEY

WHEREAS, COLGATE-PALMOLIVE COMPANY is filing with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 1995 ("Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934;

NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, of COLGATE-PALMOLIVE COMPANY hereby appoints REUBEN MARK, ANDREW HENDRY and ROBERT AGATE, and each of them severally, his true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director, officer, or both, of COLGATE-PALMOLIVE COMPANY, its Annual Report and any and all amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument on March 14, 1996.


       /s/ HOWARD B. WENTZ
......................................

           Howard B. Wentz


 


 

ARTICLE 5
This schedule contains summary financial information extracted from the annual report on Form 10-K for the year ended December 31, 1995 and is qualified in its entirety by reference to such financial statements.
MULTIPLIER: 1,000,000


PERIOD TYPE 12 MOS
FISCAL YEAR END DEC 31 1995
PERIOD START JAN 01 1995
PERIOD END DEC 31 1995
CASH 209
SECURITIES 48
RECEIVABLES 1,149
ALLOWANCES 32
INVENTORY 775
CURRENT ASSETS 2,360
PP&E 3,599
DEPRECIATION 1,444
TOTAL ASSETS 7,642
CURRENT LIABILITIES 1,753
BONDS 3,029
PREFERRED MANDATORY 0
PREFERRED 404
COMMON 183
OTHER SE 1,093
TOTAL LIABILITY AND EQUITY 7,642
SALES 8,358
TOTAL REVENUES 8,358
CGS 4,353
TOTAL COSTS 2,880
OTHER EXPENSES 556
LOSS PROVISION 0
INTEREST EXPENSE 205
INCOME PRETAX 364
INCOME TAX 192
INCOME CONTINUING 172
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET INCOME 172
EPS PRIMARY 1.04
EPS DILUTED 1.02