Form 11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 11-K

 

ANNUAL REPORT

PURSUANT TO SECTION 15 (d) OF THE

SECURITIES EXCHANGE ACT

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]

 

For the fiscal year ended December 31, 2003.

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 

For the transition period from                      to                     .

 

Commission file number 1-644

 


 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

COLGATE-PALMOLIVE COMPANY EMPLOYEES SAVINGS AND INVESTMENT PLAN

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

COLGATE-PALMOLIVE COMPANY

300 PARK AVENUE, NEW YORK, NY 10022-7499



COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

INDEX TO FINANCIAL STATEMENTS

 

     Page

Report of Independent Registered Public Accounting Firm

   1

Financial Statements:

    

Statements of net assets available for benefits at December 31, 2003 and 2002

   2

Statement of changes in net assets available for benefits for the year ended December 31, 2003

   3

Notes to financial statements

   4

Supplemental Schedule:

    

Schedule of assets (held at end of year)

   Schedule I

 

All other schedules are omitted since they are not applicable or are not required based on the disclosure requirements of the Employee Retirement Income Security Act of 1974 and applicable regulations issued by the Department of Labor.

 

Exhibit:

    
23    Consent of Independent Registered Public Accounting Firm


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Participants and Administrator

of the Colgate-Palmolive Company

Employees Savings and Investment Plan:

 

We have audited the accompanying statements of net assets available for benefits of Colgate-Palmolive Company Employees Savings and Investment Plan (the “Plan”) as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements and the schedule referred to below are the responsibility of the Plan’s administrator. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 the Plan administrator, 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 net assets available for benefits of the Plan as of December 31, 2003 and 2002 and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/    MITCHELL & TITUS, LLP

 

New York, New York

June 18, 2004


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2003 AND 2002

 

     2003

   2002

Assets

             

Cash and cash equivalents

   $ 17,306,339    $ 13,776,152

Investments

     2,462,412,752      2,605,743,486

Receivables:

             

Due from brokers for securities sold

     127,542      3,131,221

Accrued interest and dividends

     519,548      802,630

Participant loans

     19,731,511      18,330,962
    

  

Total receivables

     20,378,601      22,264,813
    

  

Total assets

     2,500,097,692      2,641,784,451

Liabilities

             

Due to brokers for securities purchased

     1,303,897      3,121,627

Long-term notes payable

     303,893,670      327,357,032

Long-term notes payable to Colgate-Palmolive Company

     26,148,145      23,958,062

Accrued interest on long-term notes

     14,619,130      15,066,358
    

  

Total liabilities

     345,964,842      369,503,079
    

  

Net assets available for benefits

   $ 2,154,132,850    $ 2,272,281,372
    

  

 

The accompanying notes are an integral part of the financial statements

 

2


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2003

 

     2003

 

Additions:

        

Employer contributions

   $ 19,771,887  

Participants’ contributions

     35,745,279  
    


Total additions

     55,517,166  

Deductions:

        

Net investment loss:

        

Interest

     4,776,830  

Dividends

     40,128,885  

Net depreciation in the fair value of investments

     (46,403,494 )

Administrative expenses

     (2,337,086 )

Interest expense on long-term notes

     (28,929,280 )
    


Net investment loss

     (32,764,145 )

Distributions to participants

     (140,901,543 )
    


Total deductions

     (173,665,688 )

Decrease in net assets available for benefits

     (118,148,522 )

Net assets available for benefits—beginning of year

     2,272,281,372  
    


Net assets available for benefits—end of year

   $ 2,154,132,850  
    


 

The accompanying notes are an integral part of the financial statements

 

3


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

1. Description of the Plan

 

The Colgate-Palmolive Company Employees Savings and Investment Plan (the “Plan”) is a defined contribution plan sponsored by Colgate-Palmolive Company (the “Company”). The Plan is subject to the reporting and disclosure requirements, participation and vesting standards, and fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. Within the Plan, an Employee Stock Ownership Plan (“ESOP”) has been established. LaSalle Bank N.A. (the “ESOP trustee”) is the trustee of Funds D and E (the “ESOP trust”), and Citibank N.A. is the trustee of the remaining funds. The Plan offers a Savings Program, a Success Sharing Program, a Bonus Savings Account Program, an Income Savings Account Program and a Retiree Insurance Program. The provisions below, applicable to the Plan participants, provide only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

As of December 31, 2003, the Plan maintains the following funds:

 

Short-term Fixed Income Fund (Fund A)

–  Guaranteed investment contracts and fixed income securities

Colgate Common Stock Fund (Fund B)

–  Colgate-Palmolive Company

Colgate Preferred Stock Fund (Fund D)

–  Colgate-Palmolive Company

Colgate Common Stock Fund (Fund E)

–  Colgate-Palmolive Company

Vanguard Wellington Fund (Fund J)

–  Common stocks and fixed income securities

Vanguard Institutional Index Fund (Fund K)

–  Equity securities included in the S&P 500 Index in similar proportion

EuroPacific Growth Fund (Fund L)

–  Primarily equity securities of companies in Europe and the Asia/Pacific region

American Century Investors Ultra Fund (Fund M)

–  Equity securities of U.S. companies

Core Plus Fixed Income Fund (Fund N)

–  Diversified debt portfolio of U.S. government, corporate, mortgage and asset-backed securities

Neuberger Berman Genesis Fund (Fund O)

–  Primarily common stocks of small capitalization companies (total market value of no more than $1.5 billion)

Morgan Stanley Mid Cap Core Fund (Fund P)

–  Primarily common stocks of companies with capitalizations in the range of companies included in the S&P MidCap 400 Index

 

Effective March 31, 2004 the TCW Galileo Value Opportunities Fund replaced the Morgan Stanley Mid Cap Core Fund.

 

4


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

ESOP

 

In accordance with the terms of the Plan, on June 19, 1989, the ESOP trust issued $410,029,684 of long-term notes due through 2009 bearing an average interest rate of 8.7 percent. These notes are guaranteed by the Company. The ESOP trust used the proceeds of the notes to purchase 6.3 million shares of the Company’s Series B Convertible Preference Stock (“Preference stock”) from the Company.

 

Each share of Preference stock is currently convertible into eight shares of the Company’s common stock at the discretion of the ESOP trustee. All Preference stock must be converted into the Company’s common stock or redeemed in cash upon reallocation to other funds or withdrawal from the Plan. The Preference stock has a minimum redemption price of $65 per share and pays dividends at the higher of $4.88 per annum, payable semi-annually, or the current dividend paid on eight shares of the Company’s common stock for the comparable six-month period.

 

Dividends of $7.20 per share were paid on the Preference stock during 2003. Dividends on the Preference stock are paid to the ESOP trustee. These dividends, together with the Company contributions, dividends on the Company’s common stock in Fund E and borrowings from the Company (discussed below), are used by the ESOP trustee to repay principal and interest on the long-term notes. Scheduled maturities of the long-term notes outstanding at December 31, 2003 are as follows: 2004—$29,830,357; 2005—$36,996,132; 2006—$45,007,983; 2007—$53,904,805; 2008—$63,712,938 and $74,441,455 thereafter. The fair value of the long-term notes outstanding as of December 31, 2003 and 2002 was estimated at $356 million and $398 million, respectively, based on current interest rates for debt with similar maturities.

 

As a means of extending the benefits of the ESOP to participants over a longer period, the ESOP trust and the Company entered into a loan agreement in June 2000 under which the Company may loan up to $300,000,000 through 2009 to the ESOP with repayment scheduled no later than December 31, 2035. Repayments of principal and interest will be funded through future contributions and dividends from the Company. During 2003 and 2002, the Company contributed $19,771,887 and $16,744,065, respectively, to the ESOP trust. The Company has guaranteed minimum funding of $130,000,000, on a present value basis, in excess of debt service requirements. As of December 31, 2003 and 2002, the ESOP trust had outstanding borrowings from the Company of $26,148,145 and $23,958,062, respectively, bearing an average interest rate of 6.0 percent and 6.7 percent, respectively. The fair value of the outstanding notes payable to the Company at December 31, 2003 and 2002 was estimated at $29 million and $30 million, respectively, based on current interest rates for debt with similar maturities.

 

5


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

A portion of the Preference stock is released for allocation to participants semi-annually based on the ratio of debt service for the period to total debt service over the remaining scheduled life of all ESOP debt. As of December 31, 2003 and 2002, 1,676,597 and 1,635,003 Preference shares (valued at $671,309,439 and $685,785,658) were allocated to employee accounts in the Plan, and the balance of 2,829,923 and 3,142,535 shares (valued at $1,133,101,169 and $1,318,104,881) remain to be allocated, respectively. Generally, released shares are allocated to employee accounts in the following manner:

 

  (1) In lieu of cash dividends on the Preference stock and the Company’s common stock held by the ESOP trustee which are used to repay principal and interest on the long-term notes,
  (2) Pursuant to the Company’s matching contribution under the Savings Program,
  (3) Pursuant to the Success Sharing Program,
  (4) Pursuant to the Bonus Savings Account Program and the Income Savings Account Program,
  (5) Pursuant to the Retiree Insurance Program

 

Savings Program

 

Participant Contributions

Employees eligible to participate in the Savings Program of the Plan must meet certain minimum hourly service requirements, be at least 18 years old and have completed three months of service, as defined by the Plan. Under the Savings Program, employees generally can contribute to the Plan between 1 percent and 15 percent of their recognized earnings (the greater of total compensation paid during the previous calendar year minus items such as reimbursement of moving expenses and special awards, or regular salary as of the most recent January 1 plus commissions and bonuses paid in the prior year). Employees who are not “highly compensated”, as defined by the Internal Revenue Code (“IRC”), may contribute any combination up to 15 percent of their recognized earnings on either a before-tax (subject to certain IRC limitations) or after-tax basis. Most employees who are “highly compensated” may contribute up to 10 percent of their recognized earnings. However, those employees whose 2003 recognized earnings exceeded $205,000 were further limited to 7 percent of their recognized earnings. Participants may change their contribution rate, resume or suspend contributions and/or change the allocation of their contributions between before-tax and after-tax earnings on a monthly basis. Plan participants are always fully vested in their contributions and related investment earnings. On August 1, 2002, the Plan was amended to allow participants age 50 and older to contribute an additional $1,000 for 2002 on a pre-tax basis. For 2003, participants age 50 and older are allowed to contribute an additional $2,000 on a pre-tax basis. For 2004, participants age 50 and older are allowed to contribute an additional $3,000 on a pre-tax basis.

 

6


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

Company Matching Contributions

The Company and wholly-owned subsidiaries to which the Plan has been extended, make matching contributions of 50 percent to 70 percent of employee contributions up to 6 percent of recognized earnings, depending on years of service. Company matching contributions for employees participating in the Savings Program are made in the form of an allocation of Preference stock. Participants are 50 percent vested in the Company matching contributions after two years of service and fully vested after three years of service or upon reaching age 55, becoming permanently disabled, or in the event of death or Plan termination.

 

Distributions

Participating employees can receive a distribution from the Plan due to retirement, permanent disability, termination or death, or by voluntary partial withdrawal. Settlement is made in accordance with provisions of the Plan and unvested Company matching contributions will be forfeited in the event of termination. A participant may withdraw his before-tax contributions only if, in the judgment of the Employee Relations Committee of the Company (the “Committee”), the withdrawal is due to financial hardship as defined in the Plan, the administrative rules of the Committee and Federal tax laws.

 

Forfeitures

Forfeitures become available to the Company to reduce future Company matching contributions. Forfeitures for the year ended December 31, 2003 totaled $329,696.

 

Funds

Participating employees may direct their current contributions to be allocated among any of the funds, other than Funds D and E, in multiples of 5 percent. Participants may diversify the Company matching contributions in which they are fully vested among any of the other investment fund choices in the Plan, beginning the earlier of reaching age 55 or the third anniversary of their date of hire. Participants may change how future contributions will be invested on a monthly basis. Reallocation among the funds of previously invested amounts may be made on a weekly basis.

 

Participant Loans

A participating employee may, under certain circumstances, borrow up to 50 percent of fully vested funds, excluding any amounts previously transferred from the prior Colgate-Palmolive Employee Stock Ownership Plan, the Success Sharing Account and Retiree Insurance Account, up to a maximum of $50,000. The interest rate on Plan loans is equal to Citibank, N.A.’s prime rate, fixed at the time of loan application. Loan withdrawals and repayments are reflected as distributions and employee contributions, respectively. Principal and interest are paid ratably via payroll deductions.

 

7


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

The Plan was amended effective April 6, 2004 to allow participants to change their contribution rate, resume or suspend contributions and/or change the allocation of their contributions between before-tax and after-tax earnings on a weekly basis, to increase contribution limits in accordance with new IRC guidelines, to permit rollovers from certain types of plans, and to permit reallocation among the funds of previously invested amounts on a daily basis.

 

Success Sharing Program

 

The Success Sharing Program is designed to enable the Company to share its financial success with employees. Under the Success Sharing Program, a Success Sharing Account (“SSA”) has been established within the Plan for each eligible employee. As the Company meets or exceeds annual financial targets, shares of Preference stock are allocated to employee accounts according to a pre-determined formula. To be eligible, an individual generally must be employed by the Company on a full-time basis, be at least 18 years old and on the payroll from at least June 30 through the last day of the year. Part-time employees with benefits are also eligible. Employees are at all times fully vested in the value of their SSA. Participants may on an annual basis diversify up to 25 percent of their SSA among any of the other investment fund choices in the Plan beginning in the year they reach age 55 and up to 50 percent beginning five years later.

 

Bonus Savings Account (“BSA”) Program

 

The BSA Program is designed to enable each eligible employee to receive all or a portion of his/her bonus in Preference stock. Under this program, a BSA allocation is credited to each eligible employee’s Bonus and Income Savings Account established within the Plan. The portion of an employee’s bonus that can be allocated within the BSA program is determined based on the bonus amount earned, the total number of Preference shares available for allocation, and other factors such as an employee’s income level and Internal Revenue Service (“IRS”) rules. This program is generally available to all employees in the United States who are participants in the Plan. However, due to IRS restrictions, employees who have not had Retiree Insurance Account (“RIA”) (see below) or SSA balances for at least two years in the Plan are unable to participate in the program, and employees with fewer than five years of service may be ineligible to receive a BSA allocation with respect to certain bonus periods. Employees are at all times fully vested in the value of their Bonus and Income Savings Account and may elect to withdraw the balance of this account from the Plan immediately or at a later date. Participants may also diversify the value of their account under the same requirements as outlined for the Success Sharing Program described above.

 

Income Savings Account (“ISA”) Program

 

The ISA Program is designed to enable each eligible employee to receive a portion of his/her income in the form of Preference stock. Under this program, an ISA allocation of Preference stock is made each year to each eligible employee’s Bonus and Income Savings Account. This program is available to active full-time employees and part-time employees with benefits in the United States, with at least five years of service. Employees are at all times fully vested in the value of their Bonus and Income Savings Account and may elect to withdraw the balance of this account from the Plan immediately or at a later date.

 

8


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

Participants may also diversify the value of their account under the same requirements as outlined for the Success Sharing Program described above.

 

Retiree Insurance Program

 

The Retiree Insurance Program is designed to provide funds that can be used by employees to purchase health and life insurance upon retirement. Under the Retiree Insurance Program, an RIA has been established within the Plan for each eligible employee. Each year, shares of Preference stock are allocated to each employee’s RIA. The number of shares allocated is determined based upon the total number of shares available for allocation and other factors such as an employee’s years of service, marital status and age. Generally, larger allocations are made to employees who are married, older, or have more years of service. To be eligible for an allocation into an RIA, employees must be at least 18 years old, employed with a participating company on a full-time basis, and on the payroll on the last day of the year. Participants with two years of service are 25 percent vested, three years of service are 50 percent vested, four years of service are 75 percent vested, and participants are fully vested after five years of service or upon reaching age 55, becoming permanently disabled, or in the event of death or Plan termination. Participants may diversify the value of their account under the same requirements as outlined for the Success Sharing Program described above.

 

Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time subject to the provisions of ERISA. In the event of termination of the Plan, the Committee shall compute the value of the accounts of the participants which shall be fully vested and non-forfeitable. The accounts of each participant shall be distributed in a lump sum.

 

2. Summary of Significant Accounting Policies

 

Basis of Accounting

 

The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting except for distributions to participants which are presented on the cash basis of accounting (See Note 7). Purchases and sales are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date.

 

Accounting Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator 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.

 

9


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

Investments

 

Investment contracts are stated at contract value. Contract value represents contributions made under the investment contract, plus credited net earnings, less participant withdrawals and any administrative expenses not otherwise included in net contract interest rates. The Preference stock is stated at the greater of $65 par value or the market value of eight shares of the Company’s common stock. Participant loans receivable are stated at cost, which approximates fair value. All other investments are stated at fair value as determined by Citibank, N.A. based on quoted market prices.

 

Administration

 

The Plan is administered by the Committee for the benefit of the participants. Administrative expenses are paid by the Plan and are recorded as a reduction of investment income.

 

3. Federal Income Taxes

 

The Company has obtained a determination from the IRS in a letter dated March 20, 2003 that the Plan, as amended and restated as of October 1, 1999 qualifies under Sections 401(a), 401(k) and 4975(e)(7) of the IRC, and that the related Trusts are exempt from Federal income taxes under Section 501(a) of the IRC. The Plan has been amended since receiving the determination letter. However, the Committee and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

 

4. Investments

 

The following presents investments that represent 5 percent or more of the Plan’s net assets as of December 31:

 

     2003

   2002

Colgate-Palmolive Company common stock, 5,054,562 and 5,393,571 shares, respectively

   $ 252,980,828    $ 282,785,334

Colgate-Palmolive Company Series B Convertible Preference stock, 4,506,520 and 4,777,538 shares, respectively

     1,804,410,608      2,003,890,539

 

A portion of the investments shown above are nonparticipant-directed investments (see Note 5).

 

10


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

During 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:

 

Equity securities:

        

Colgate-Palmolive Company common stock

   $ (7,663,748 )

Colgate-Palmolive Company Preference stock

     (85,989,038 )
    


Total equity securities

     (93,652,786 )

Investments in registered investment companies

     45,027,377  

U.S. Government securities and corporate notes

     2,221,915  
    


Total net depreciation in fair value of investments

     (46,403,494 )
    


 

5. ESOP Trust

 

Information about the net assets and significant components of the changes in net assets relating to the investments maintained in Funds D and E is as follows:

 

     December 31,

     2003

   2002

Assets:

             

Cash and cash equivalents

   $ 17,306,339    $ 13,776,152

Fixed income liquid reserve fund

     1,459,817      1,285,204

Colgate-Palmolive Company common stock

     93,045,152      113,391,409

Colgate-Palmolive Company Series B Convertible Preference stock

     1,804,410,608      2,003,890,539

Accrued interest and dividends receivable

     1,877      1,624
    

  

Total assets

     1,916,223,793      2,132,344,928

Liabilities:

             

Long-term notes payable

     303,893,670      327,357,032

Long-term notes payable to Colgate-Palmolive Company

     26,148,145      23,958,062

Accrued interest on long-term notes

     14,619,130      15,066,358
    

  

Total liabilities

     344,660,945      366,381,452
    

  

Net assets available for benefits

   $ 1,571,562,848    $ 1,765,963,476
    

  

 

    

Year Ended

December 31,
2003


 

Changes in net assets available for benefits:

        

Employer contributions

   $ 19,771,887  

Dividends and interest, net of fees

     34,582,225  

Net depreciation in the fair value of investments

     (90,973,054 )

Transfers to other funds

     (28,672,691 )

Interest expense on long-term notes

     (28,929,280 )

Distributions to participants

     (100,179,715 )
    


Decrease in net assets available for benefits

   $ (194,400,628 )
    


 

11


COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

The Colgate-Palmolive Company common stock figures shown above include nonparticipant-directed investments of 166,387 shares valued at $8,327,647 and 177,802 shares valued at $9,322,145 as of December 31, 2003 and 2002, respectively. The Colgate-Palmolive Company Series B Convertible Preference stock allocated to participants (See Note 1) include nonparticipant-directed investments of 840,913 shares valued at $336,701,477 and 827,425 shares valued at $347,055,096 as of December 31, 2003 and 2002, respectively.

 

6. Investment Contracts

 

The Plan has entered into benefit-responsive guaranteed investment contracts with insurance companies, banks and other financial institutions. Most of the investment contracts carry a crediting interest rate established at inception and reset periodically (typically quarterly) to approximate the interest earnings of the underlying investments, subject to certain minimums. The remaining contracts carry a crediting interest rate established at inception, a portion of which are indexed to changes in outside benchmarks such as Treasury or LIBOR rates. For 2003 and 2002, the average yield and the average crediting interest rate on the investment contracts were 4.5 percent and 5.4 percent, respectively.

 

The contract values of the investment contracts were $71,294,311 and $58,686,414 at December 31, 2003 and 2002, respectively, which approximates fair value according to the terms of the contracts, as reported to the Plan. In accordance with the provisions of the Plan, issuers of these investment contracts must have a credit rating of AA- or better under the fund manager’s investment rating system. Accordingly, there are no reserves against contract value for credit risk of the contract issuer or otherwise.

 

7. Distributions

 

At December 31, 2003 and 2002, distributions payable due to withdrawals by participants of $2,439,188 and $1,715,528, respectively, are not reflected in the financial statements. For reporting to the Department of Labor, these amounts are reported as a liability on the Form 5500.

 

12


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SHORT-TERM FIXED INCOME FUND (FUND A)

December 31, 2003

 

Column A


   Column B

  Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


 

Market

Value

12-31-03


Participant loans receivable, maturities ranging from 1 to 15 years

   4.00%—4.25%   $ 19,731,511
        

Total Participant Loans

       $ 19,731,511
        


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SHORT-TERM FIXED INCOME FUND (FUND A)

December 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


  

Market

Value

12-31-03


Commingled Employee Benefit Trust

           

Liquid Reserve Fund

   1,486,965    $ 1,486,965
    
  

U.S. Government Securities and Corporate Notes:

           

United States Treasury Bonds and Notes:

           

US Treasury N/B, 3.000% due 2/15/2008

   1,955,000      1,964,775

US Treasury Notes, 1.624% due 10/31/2005

   1,500,000      1,497,660

US Treasury Notes, 1.625% due 3/31/2005

   4,500,000      4,515,293

US Treasury Notes, 1.750% due 12/31/2004

   1,250,000      1,256,641

US Treasury Notes, 1.875% due 11/30/2005

   1,000,000      1,001,880

US Treasury Notes, 2.000% due 5/15/2006

   920,000      920,285

US Treasury Notes, 2.125% due 8/31/2004

   5,000,000      5,034,400

US Treasury Notes, 2.125% due 10/31/2004

   1,115,000      1,123,754

US Treasury Notes, 2.250% due 7/31/2004

   9,655,000      9,721,426

US Treasury Notes, 2.875% due 6/30/2004

   5,905,000      5,960,359

US Treasury Notes, 3.000% due 11/15/2007

   3,200,000      3,229,000

US Treasury Notes, 3.375% due 4/30/2004

   3,435,000      3,462,909

Total U.S Treasury Notes

        $ 39,688,383
         


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SHORT-TERM FIXED INCOME FUND (FUND A)

December 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


  

Market

Value

12-31-03


United States Government Agencies:

           

Federal Home Loan Bks., 3.250% due 8/15/2005

   675,000      691,666

Federal Home Loan Mtg. Assn., 4.250% due 6/15/2005

   300,000      311,439

Federal Home Loan Mtg., 5.500% due 2/1/2007

   140,285      144,419

Federal Home Loan Mtg., 5.500% due 3/1/2007

   367,907      378,749

Federal National Mtg. Assn., 6.600% due 11/1/2017

   1,095,074      1,149,860

Federal National Mtg. Assn., 5.500% due 9/1/2017

   1,582,164      1,641,290

Fannie Mae, 7.000% due 5/1/2004

   11,359      11,406

US Treasury Notes, 5.250% due 5/15/2004

   2,800,000      2,843,764

Total United States Government Agencies

        $ 7,172,593
         

Corporate Bonds:

           

Abbott Laboratories, 5.125% due 7/1/04

   880,000      896,386

Alliedsignal Inc., 6.125% due 7/1/05

   705,000      748,224

Allstate Corp., 7.870% due 5/01/50

   450,000      485,469

American Gen Fin Med., floating due 1/09/04

   700,000      700,021

Bank One Corp., 6.500% due 2/1/06

   800,000      868,392

Bear Stearns Cos. Inc., 6.500% due 5/1/06

   600,000      654,018

Caterpillar Financial Services, floating due 11/14/05

   600,000      599,748

Dow Chemical Co., 5.250% due 5/14/04

   650,000      657,027

First UN Corp., 6.625% due 6/15/04

   800,000      819,272

General Electric Cap Corp., quarterly floating due 5/12/05

   560,000      560,403


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SHORT-TERM FIXED INCOME FUND (FUND A)

December 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


  

Market

Value

12-31-03


General Electric Cap Corp., 4.250% due 1/28/05

   830,000      853,348

Goldman Sachs Group, 7.500% due 1/28/05

   800,000      849,408

Homeside Lending Mtn, 6.750% due 8/1/04

   725,000      746,482

Househould Fin Corp., 6.500% due 1/24/06

   790,000      854,369

International Lease, 5.500% due 6/07/04

   200,000      203,318

International Lease

   375,000      378,825

JP Morgan Chase & Co., 5.625% due 8/15/06

   700,000      752,430

Merrill Lynch & Co Inc., 6.550% due 8/1/04

   420,000      432,512

Merrill Lynch & Co Inc., floating rate due 2/3/05

   400,000      400,860

Mississippi Power Co, floating rate due 3/12/04

   650,000      650,176

Morgan Stanley, 5.625% due 1/20/04

   600,000      601,044

National Rural Utilities, 6.000% due 5/15/06

   640,000      690,189

Phillips Pete Co., 8.500% due 5/25/05

   800,000      872,096

PNC Funding Corp., 7.000% due 9/01/04

   650,000      674,856

Rockwell Intl Corp., 6.625% due 6/1/05

   500,000      531,830

Sara Lee Corp. MTN BE, 6.400% due 6/9/05

   600,000      637,644

Total Corporate Bonds:

        $ 17,118,345
         

Total U.S. Government Securities and Corporate Notes

   $ 65,466,286
         

Guaranteed Investment Contracts:

           

Bank of America Contract, 6.050%

   10,533,925      11,653,882

Caisse Des Depots, 5.300%

   4,591,705      6,340,294

Ing Life Ins Contract, 4.97%

   1,000,000      1,027,196


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SHORT-TERM FIXED INCOME FUND (FUND A)

December 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


  

Market

Value

12-31-03


Ing Life Ins Contract, 5.22%

   9,187,673      10,040,483

John Hancock Mutual Life Insurance Co., 5.67%

   1,623,928      3,038,971

Metropolitan Insurance Company, 0.045% due 6/6/05

   1,000,000      1,072,872

New York Life Insurance Co. Contract, 7.120% due 3/15/04

   298,658      1,004,016

Rabobank Contract, 4.85%

   9,761,635      11,407,802

State Street Contract 4.96%, no par due 12/31/00

   11,466,377      13,494,621

Travelers Insurance Company, 0.032% due 9/26/05

   967,128      1,008,562

UBS AG Contract, 5.73%

   9,493,279      11,205,613

Total Guaranteed Investment Contracts

        $   71,294,311
         

Total

        $ 136,760,597
         


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

COLGATE COMMON STOCK FUND (FUND B)

December 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   5,289,378    $     5,289,378
    
  

Colgate-Palmolive Co. Common Stock (*)

   3,195,518    $ 159,935,676
    
  

Total

        $ 165,225,054
         

 

(*) Represents a Party-In-Interest.


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

COLGATE PREFERRED STOCK FUND (FUND D)

December 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


  

Historical

Cost


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   320,510    $ 320,510    $ 320,510
    
  

  

Colgate-Palmolive Co. Series B Conv. Preference Stock (*)

   4,506,520    $ 293,124,523    $ 1,804,410,608
    
  

  

Total

        $ 293,445,033    $ 1,804,731,118
         

  

 

(*) Represents a Party-In-Interest.


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

COLGATE COMMON STOCK FUND (FUND E)

December 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

 

Number of

Shares/

Principal

Amount


  

Historical

Cost


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   1,139,307    $ 1,139,307    $ 1,139,307
    
  

  

Colgate-Palmolive Co. Common Stock (*)

   1,859,044    $ 4,301,462    $ 93,045,152
    
  

  

Total

        $ 5,440,769    $ 94,184,459
         

  

 

(*) Represents a Party-In-Interest.


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

VANGUARD WELLINGTON FUND (FUND J)

DECEMBER 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of
Shares/

Principal
Amount


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   363,575    $ 363,575
    
  

Mutual Funds:

           

Vanguard Wellington Fund

   2,161,505    $ 62,272,950
    
  

Total

        $ 62,636,525
         


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

VANGUARD INSTITUTIONAL INDEX FUND (FUND K)

DECEMBER 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

 

Number of

Shares/

Principal

Amount


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   269,947    $ 269,947
    
  

Mutual Funds:

           

Vanguard Institutional Index Fund

   571,400    $ 58,157,121
    
  

Total

        $ 58,427,068
         


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EUROPACIFIC GROWTH FUND (FUND L)

DECEMBER 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of
Shares/

Principal
Amount


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   167,127    $ 167,127
    
  

Mutual Funds:

           

American EuroPacific Growth Fund

   1,063,038    $ 32,114,367
    
  

Total

        $ 32,281,494
         


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AMERICAN CENTURY INVESTORS ULTRA FUND (FUND M)

DECEMBER 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   98,965    $ 98,965
    
  

Mutual Funds:

           

American Century Investors Ultra Fund

   1,386,501    $ 36,950,244
    
  

Total

        $ 37,049,209
         


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

CORE PLUS FIXED INCOME FUND (FUND N)

DECEMBER 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   1,574    $ 1,574
    
  

Mutual Funds:

           

Core Plus Fixed Income Fund

   2,432,948    $ 25,521,624
    
  

Total

        $ 25,523,198
         


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

NEUBERGER BERMAN GENESIS FUND (FUND O)

DECEMBER 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number
of

Shares/

Principal

Amount


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   15,476    $ 15,476
    
  

Mutual Funds:

           

Neuberger Berman Genesis Fund

   885,565    $ 31,313,593
    
  

Total

        $ 31,329,069
         


EIN:

   13-1815595

PN:

   003
     SCHEDULE I

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

MORGAN STANLEY MID CAP CORE FUND (FUND P)

DECEMBER 31, 2003

 

Column A


   Column B

   Column C

Name of Issuer and Title of Issue


  

Number of

Shares/

Principal

Amount


  

Market

Value

12-31-03


Commingled Employee Benefit Trust Liquid Reserve Fund

   11,740    $ 11,740
    
  

Mutual Funds:

           

Morgan Stanley Midcap Value Fund

   693,925    $ 14,253,221
    
  

Total

        $ 14,264,961
         

Plan Total

        $ 2,482,144,263
         


SIGNATURES

 

The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

COLGATE-PALMOLIVE COMPANY

EMPLOYEES SAVINGS AND INVESTMENT PLAN

(Name of Plan)

 

Dated:   June 23, 2004           /s/    STEPHEN C. PATRICK        
                Stephen C. Patrick
                Chief Financial Officer
                Colgate-Palmolive Company

 

Dated:   June 23, 2004           /s/    DENNIS J. HICKEY        
                Dennis J. Hickey
                Vice President and Corporate Controller
                Colgate-Palmolive Company
Consent of Independent Registered Public Accounting Firm

EXHIBIT 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement No. 33-34952 of Colgate-Palmolive Company on Form S-8 of our report dated June 18, 2004, relating to the financial statements of Colgate-Palmolive Company Employees Savings and Investment Plan as of December 31, 2003 and 2002 and for the year ended December 31, 2003, which appears in this Form 11-K.

 

/s/    MITCHELL & TITUS, LLP

 

New York, New York

June 23, 2004