COLGATE PALMOLIVE CO
10-Q, 1998-11-13
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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<PAGE>

 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                                        
(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998.
                                       0R

 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  
     EXCHANGE ACT OF 1934
 
For the transition period from                      to   
                               ---------------------  ---------------------  

COMMISSION FILE NUMBER 1-644
                       -----
 
                           COLGATE-PALMOLIVE COMPANY
      -------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
 
              DELAWARE                           13-1815595
- -----------------------------------  -----------------------------------
 (State or other jurisdiction of     (I.R.S. Employer Identification No.)
  incorporation or organization)
 
   300 PARK AVENUE, NEW YORK, NEW YORK                10022
 ---------------------------------------       --------------------
 (Address of principal executive offices)           (Zip Code)

                                (212) 310-2000
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

                                  NO CHANGES
- --------------------------------------------------------------------------------
 (Former name, former address, and former fiscal year, if changed since last
 report).

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes    X      No ________
                                        -------              

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practical date:

        Class                 Shares Outstanding              Date
- -----------------------       ------------------              ----
Common, $1.00 par value          292,808,029            October 31, 1998

Total number of sequentially numbered pages in this filing, including exhibits
thereto:

<PAGE>
 
PART I.  FINANCIAL INFORMATION
- -------  ---------------------

                           COLGATE-PALMOLIVE COMPANY
                                        
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  -------------------------------------------
                                        
                 (Dollars in Millions Except Per Share Amounts)
                                  (Unaudited)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 
                                            Three Months Ended   Nine Months Ended
                                               September 30,        September 30,
                                           --------------------  -----------------
                                        
                                            1998        1997       1998        1997
                                         ----------  ----------  ---------  ----------
                                        
<S>                                      <C>         <C>         <C>        <C>
Net sales                                 $2,265.4    $2,297.2   $6,681.4    $6,745.2
Cost of sales                              1,072.8     1,130.5    3,192.7     3,329.8
                                          --------    --------   --------    --------
Gross profit                               1,192.6     1,166.7    3,488.7     3,415.4
                                        
Selling, general and administrative     
   expenses                                  825.1       832.6    2,430.9     2,461.3
Interest expense                              52.5        59.9      153.8       176.2
Interest income                               (5.8)      (13.3)     (19.8)      (36.9)
                                          --------    --------   --------    --------
                                        
Income before income taxes                   320.8       287.5      923.8       814.8
Provision for income taxes                   105.9        98.9      309.4       280.8
                                          --------    --------   --------    --------
                                        
Net income                                $  214.9    $  188.6   $  614.4    $  534.0
                                          ========    ========   ========    ========
                                        
Earnings per common share:              
                                        
   Basic                                  $    .71    $    .62   $   2.03    $   1.76
                                          ========    ========   ========    ========
                                        
   Diluted                                $    .66    $    .58   $   1.88    $   1.64
                                          ========    ========   ========    ========
                                        
Dividends declared per common share       $    .28    $    .28   $    .83    $    .79
                                          ========    ========   ========    ========
</TABLE>



See Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------

                             (Dollars in Millions)
                                  (Unaudited)

- --------------------------------------------------------------------------------
                                    ASSETS
                                    ------
<TABLE>
<CAPTION>
 
                                              September 30,     December 31,
                                                  1998              1997
                                             --------------   ---------------
Current Assets:                                               
<S>                                         <C>                 <C>
  Cash and cash equivalents                      $  210.0        $  183.1
  Marketable securities                              16.1            22.2
  Receivables (net of allowances of                           
    $39.4 and $35.8)                              1,107.0         1,037.4
  Inventories                                       775.3           728.4
  Other current assets                              224.8           225.4
                                                 --------        --------
                                                  2,333.2         2,196.5
                                                              
Property, plant and equipment, at cost:           4,017.0         3,798.4
  Less:  Accumulated depreciation                 1,518.5         1,357.4
                                                 --------        --------
                                                  2,498.5         2,441.0
                                                              
Goodwill and other intangible assets                          
  (net of accumulated amortization                            
  of $536.2 and $475.0)                           2,536.4         2,585.3
Other assets                                        331.2           315.9
                                                 --------        --------
                                                 $7,699.3        $7,538.7
                                                 ========        ========
 
 
</TABLE>



See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     -------------------------------------

                             (Dollars in Millions)
                                  (Unaudited)
                                        
- --------------------------------------------------------------------------------

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
<TABLE>
<CAPTION>
 
                                            September 30,       December 31,
                                                1998               1997
                                           ---------------    ---------------
                                                            
Current Liabilities:                                        
<S>                                         <C>                <C>
   Notes and loans payable                   $   176.4           $   158.4
   Current portion of long-term debt             244.6               178.3
   Accounts payable                              738.4               716.9
   Accrued income taxes                          165.0                67.0
   Other accruals                                872.9               838.9
                                             ---------           ---------
                                               2,197.3             1,959.5
                                                            
Long-term debt                                 2,361.5             2,340.3
Deferred income taxes                            282.7               284.5
Other liabilities                                781.2               775.8
                                                            
Shareholders' equity:                                       
   Preferred stock                               377.3               385.3
   Common stock                                  366.4               366.4
   Additional paid-in capital                  1,097.1             1,027.4
   Retained earnings                           3,495.9             3,138.0
   Cumulative foreign currency                              
       translation adjustments                  (704.1)             (693.7)
                                             ---------           ---------
                                               4,632.6             4,223.4
                                                            
   Unearned compensation                        (356.2)             (364.5)
   Treasury stock, at cost                    (2,199.8)           (1,680.3)
                                             ---------           ---------
                                               2,076.6             2,178.6
                                             ---------           ---------
                                             $ 7,699.3           $ 7,538.7
                                             =========           =========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY
                                        
            CONDENSED CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
             -------------------------------------------------------
                                      AND
                                      ---
                       CUMULATIVE TRANSLATION ADJUSTMENT
                       ---------------------------------

                             (Dollars in Millions)
                                  (Unaudited)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 
                                              Three Months Ended                     Three Months Ended
                                              September 30, 1998                     September 30, 1997
                                    ------------------------------------    ------------------------------------

                                                 Cumulative                              Cumulative
                                     Retained   Translation                  Retained   Translation
                                     Earnings    Adjustment     Total        Earnings    Adjustment     Total
                                    ----------  ------------  ----------    ----------  ------------  ----------
 
<S>                                 <C>         <C>           <C>           <C>         <C>           <C>
Beginning balance, July 1            $3,362.9       $(712.2)   $2,650.7      $2,915.9       $(555.1)   $2,360.8
 
Net income                              214.9                     214.9         188.6                     188.6
Effect of balance sheet                                                                                         
 translation                                            8.1         8.1                       (63.1)      (63.1)
                                                               --------                                -------- 
Total comprehensive income                                        223.0                                   125.5
Dividends                               (81.9)                    (81.9)        (81.8)                    (81.8)
                                     --------       -------    --------      --------       -------    --------
 
Ending balance, September 30         $3,495.9       $(704.1)   $2,791.8      $3,022.7       $(618.2)   $2,404.5
                                     ========       =======    ========      ========       =======    ========
</TABLE>

<TABLE>
<CAPTION>
 
                                              Nine Months Ended                      Nine Months Ended
                                              September 30, 1998                     September 30, 1997
                                    ------------------------------------    ------------------------------------

                                                 Cumulative                              Cumulative
                                     Retained   Translation                  Retained   Translation
                                     Earnings    Adjustment     Total        Earnings    Adjustment     Total
                                    ----------  ------------  ----------    ----------  ------------  ----------
 
<S>                                 <C>         <C>           <C>           <C>         <C>           <C>
Beginning balance, January 1         $3,138.0       $(693.7)   $2,444.3      $2,731.0       $(534.7)   $2,196.3
 
Net income                              614.4                     614.4         534.0                     534.0
Effect of balance sheet                                                                                         
 translation                                          (10.4)      (10.4)                      (83.5)      (83.5)
                                                               --------                                -------- 
Total comprehensive income                                        604.0                                   450.5
Dividends                              (256.5)                   (256.5)       (242.3)                   (242.3)
                                     --------       -------    --------      --------       -------    --------
 
Ending balance, September 30         $3,495.9       $(704.1)   $2,791.8      $3,022.7       $(618.2)   $2,404.5
                                     ========       =======    ========      ========       =======    ========
</TABLE>



See Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                -----------------------------------------------
                                        
                             (Dollars in Millions)
                                  (Unaudited)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 
                                                             Nine Months Ended
                                                             -----------------        
                                                               September 30,
                                                       1998    -------------   1997      
                                                    -----------             -----------
                                                    
OPERATING ACTIVITIES:                               
- ---------------------                               
                                                    
<S>                                                   <C>                     <C>
Net cash provided by operating activities              $ 835.5                 $ 760.7
                                                    
INVESTING ACTIVITIES:                               
- ---------------------                               
                                                    
Capital expenditures                                    (237.9)                 (320.3)
Payments for acquisitions, net of cash   
  acquired                                                 (.7)                  (31.0)
Sale of non-core product lines                            58.9                    61.1
Proceeds from sale of marketable                    
  securities, net                                          5.4                    26.0
Other, net                                               (13.8)                    3.9
                                                       -------                 -------
                                                    
Net cash used for investing activities                  (188.1)                 (260.3)
                                                    
                                                    
FINANCING ACTIVITIES:                               
- ---------------------                               
                                                    
Principal payments on debt                              (372.1)                 (300.7)
Proceeds from issuance of debt, net                      452.4                   117.3
Purchase of common stock                                (423.2)                 (108.3)
Dividends paid                                          (256.5)                 (242.3)
Other, net                                               (22.8)                   16.0
                                                       -------                 -------
                                                    
Net cash used for financing activities                  (622.2)                 (518.0)
                                                    
Effect of exchange rate changes on                  
 cash and cash equivalents                                 1.7                    (3.2)
                                                       -------                 -------
Net increase/(decrease)in cash and cash 
  equivalents                                             26.9                   (20.8)
Cash and cash equivalents at beginning of   
  period                                                 183.1                   248.2
                                                       -------                 -------
Cash and cash equivalents at end of   
  period                                               $ 210.0                 $ 227.4
                                                       =======                 ======= 
                                             
</TABLE>



See Notes to Condensed Consolidated Financial Statements.

                                       6
<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------

                 (Dollars in Millions Except Per Share Amounts)
                                  (Unaudited)

- --------------------------------------------------------------------------------
 
1. The condensed consolidated financial statements reflect all normal recurring
   adjustments which, in management's opinion, are necessary for a fair
   presentation of the results for interim periods. Results of operations for
   the interim periods may not be representative of results to be expected for a
   full year.
   
2. Provision for certain expenses, including income taxes, media advertising,
   consumer promotion and new product introductory costs, are based on full
   year assumptions. Such expenses are charged to operations in the year
   incurred and are included in the accompanying condensed consolidated
   financial statements in proportion with the passage of time or with
   estimated annual tax rates or annual sales.

3. Inventories by major classes were as follows:

<TABLE>
<CAPTION>
                                       September 30,          December 31,
                                           1998                   1997
                                   ---------------------  --------------------
<S>                                <C>                    <C>
  Raw material and supplies                $279.3                $261.0
  Work-in-process                            33.6                  33.5
  Finished goods                            462.4                 433.9
                                           ------                ------
                                           $775.3                $728.4
                                           ======                ======
</TABLE>

<TABLE>

4. Earnings Per Share:

                                                          Three Months Ended
                                                          ------------------
 
                                               September 30, 1998                         September 30, 1997
                                               ------------------                         ------------------
                                                                      Per                                       Per
                                             Income       Shares     Share           Income       Shares       Share
                                             ------       ------     ------          ------       ------       -----
<S>                                        <C>           <C>         <C>            <C>          <C>          <C>         
Net income                                   $214.9                                  $188.6
Preferred dividends                            (5.2)                                   (5.2)
                                             ------                                  ------
 
 Basic EPS                                    209.7        295.3     $  .71           183.4        295.9       $  .62
                                                                     ======                                    ======
 
Stock options                                                6.4                                     7.2
ESOP conversion                                 4.6         22.5                        4.6         23.0
                                             ------        -----                     ------        -----
 
                                                                                                                     
 DILUTED EPS                                 $214.3        324.2     $  .66          $188.0        326.1       $  .58
                                             ======        =====     ======          ======        =====       ======
</TABLE>

                                       7
<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------

                 (Dollars in Millions Except Per Share Amounts)
                                  (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 
 
                                                Nine Months Ended
                                                -----------------
                            
                                September 30, 1998                        September 30, 1997
                                ------------------                        ------------------
                                                         Per                                      Per
                             Income        Shares       Share         Income       Shares        Share
                             ------        ------       -----         ------       ------        -----   
<S>                         <C>           <C>          <C>           <C>          <C>          <C> 
Net income                   $614.4                                   $534.0
Preferred dividends           (15.7)                                   (15.7)
                             ------                                   ------
                            
 Basic EPS                    598.7        295.7       $2.03           518.3        295.3        $1.76
                                                       =====                                     =====
                            
Stock options                                6.9                                      6.8
ESOP conversion                13.8         22.4                        13.8         23.0
                             ------        -----                      ------        -----
                            
                                                                                                      
 DILUTED EPS                 $612.5        325.0       $1.88          $532.1        325.1        $1.64
                             ======        =====       =====          ======        =====        =====
</TABLE>


5. In June 1998, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards No. 133, "Accounting for Derivative
   Instruments and Hedging Activities." The statement establishes accounting and
   reporting standards requiring that every derivative instrument be recorded in
   the balance sheet as either an asset or liability measured at its fair value.
   The statement requires that changes in the derivative's fair value be
   recognized currently in earnings unless specific hedge accounting criteria
   are met. Statement 133 is effective, prospectively, for fiscal years
   beginning after June 15, 1999. The Company is currently evaluating the effect
   of adopting Statement 133 on the Company's financial statements.

6. On September 8, 1998, one of the Company's Brazilian subsidiaries, Kolynos do
   Brasil Ltda. ("Kolynos"), received notice of an administrative proceeding
   from the Central Bank of Brazil. The notice primarily takes issue with
   certain filings made with the Central Bank in connection with financing
   arrangements related to the acquisition of Kolynos in January 1995. The
   Central Bank seeks to impose fines prescribed by statute, and it, in no way,
   challenges or seeks to unwind the acquisition.

   Management believes, based on the opinion of its Brazilian legal counsel,
   that the filings challenged by the Central Bank fully complied with Brazilian
   law and that the issues raised in the notice are without merit. While the
   outcome of this proceeding is not currently predictable, management does not
   believe that it will result in a material adverse effect on the Company's
   financial condition or ongoing cash flows and results of operations.

7. Reference is made to the Company's Annual Report on Form 10-K filed with the
   Securities and Exchange Commission for the year 1997 for a complete set of
   financial notes including the Company's significant accounting policies.

                                       8
<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               -------------------------------------------------
                      CONDITION AND RESULTS OF OPERATIONS
                      -----------------------------------

                 (Dollars in Millions Except Per Share Amounts)
                                        
- --------------------------------------------------------------------------------

RESULTS OF OPERATIONS
- ---------------------

Worldwide sales reached $2,265.4 in the third quarter of 1998, a 1% decrease
from the 1997 third quarter, reflecting a decline in foreign currencies offset
by unit volume gains of 3%.  Excluding the negative effect of foreign exchange,
sales would have increased 6%.

Sales in the Oral, Personal and Household Care segment were $2,019.6 down 2%
from 1997 on volume growth of 2%.

Colgate-Latin America sales remained flat at $595.6 as volume increases of 7%
were offset by foreign currency negatives.  Mexico, Brazil, Colombia, and
Central America led the region with strong volume gains.  The continued
marketing success of Colgate Double Cool Stripe toothpaste, Colgate Sensation
whitening toothpaste, Caprice Naturals and Palmolive Botanicals hair care
products and consumption-building programs all contributed to volume growth.

Colgate-North America sales reached $530.8 in the third quarter of 1998.  Sales
and volume, excluding divested businesses, grew 6%.  Contributing to strong
growth are the continued marketing success of Colgate Total toothpaste, Softsoap
antibacterial hand gel, Speed Stick Ultimate odor-fighting antiperspirant, and
Lady Speed Stick gel.

Colgate-Europe third quarter sales were level at $520.6.  Unit volume declined
1% reflecting economic contraction in Russia.  United Kingdom, Italy, Portugal,
Holland and the Nordic group were among the countries delivering strong volume.
Excluding Russia's volume decline, volume in Europe would have been up
approximately 1%.

Colgate-Asia/Africa third quarter sales decreased 13% to $372.6, reflecting
devalued local currencies and widespread economic contraction in this region.
Overall unit volume, excluding divested business, decreased 2%, partially offset
by healthy volume growth in China, Taiwan, Philippines, Vietnam and Australia.

Hill's Pet Nutrition segment sales increased 6% to $245.8 on unit volume gains
of 7%.  Hill's-International benefited from new products, increased advertising
in Japan and expanded selling activities in key European markets and the South
Pacific.  Hill's has experienced new product momentum particularly with Science
Diet Savory Recipes, Feline Savory Cuts and new Prescription Diet Canine n/d
formulas through increased consumer awareness.

Sales in the Oral, Personal and Household Care segment for the nine months ended
September 30, 1998 were $5,961.5, down 1% from the comparable period in 1997 on
volume growth of 3%.  Within this segment, Colgate-Latin America sales increased
3% on volume growth of 8%, Colgate-North America sales excluding divested
businesses increased 7% on volume growth of 6%.  Colgate-Europe sales decreased
1% on volume growth of 2% and Colgate-Asia/Africa sales declined 14% as unit
volume decreased 2%.

                                       9
<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               -------------------------------------------------
                      CONDITION AND RESULTS OF OPERATIONS
                      -----------------------------------

                 (Dollars in Millions Except Per Share Amounts)
                                        
- --------------------------------------------------------------------------------

Worldwide gross profit margin for the third quarter of 1998 increased to 52.6%
from 50.8% as the Company continued to benefit from product mix, streamlining
manufacturing costs, global sourcing and other cost reduction programs.  Gross
profit margin for the first nine months increased to 52.2% from 50.6%.

Selling, general and administrative (SG&A) expenses were generally level with
prior periods as a percentage of sales, increasing to 36.4% in the third quarter
of 1998 from 36.2% in 1997, and decreasing to 36.4% in the first nine months of
1998 from 36.5% for the comparable period in 1997.

During the quarter the Company recorded a one-time charge, primarily covering a
writedown of assets in Russia, which was offset by a one-time gain of $26
million on the sale of the U.S. HandiWipes brand.

Earnings before interest and taxes (EBIT) increased 10% to $367.5 in the 1998
third quarter, and reached a level of 16.2% of sales versus 14.5% in the third
quarter of 1997.  For the first nine months of 1998 EBIT increased 11% to
$1,057.8, a level of 15.8% of sales as compared to 14.1% in 1997.

Interest expense, net of interest income, remained level at $46.7 in the 1998
third quarter as compared with $46.6 in 1997. For the first nine months of 1998,
interest expense decreased to $134.0 compared with $139.3 in 1997 primarily as a
result of strong operating cash flows which helped to lower debt levels.

The effective tax rate for the third quarter of 1998 was 33% versus 34.4% for
the third quarter of 1997.  The effective rate for the first nine months of 1998
was 33.5% versus 34.5% for the same period in 1997.  The rate in 1998 reflects
continued benefits from the Company's tax planning strategies.

Net income for the third quarter of 1998 increased 14% to $214.9 or $.71 per
share compared with $188.6 or $.62 per share in the prior year. For the first
nine months of 1998, net income increased 15% to $614.4 or $2.03 per share
compared with $534.0 or $1.76 per share in the prior year.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Net cash provided by operations increased 10% to $835.5 in the first nine months
of 1998 compared with $760.7 in the comparable period of 1997.  The improvement
was generated by the increase in operating profit and working capital
management.  At September 30, 1998, commercial paper outstanding was $793.9,
which was classified as long-term debt due to the Company's intent and ability
to refinance these obligations on a long-term basis.  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 55%
as compared to December 31, 1997, at 53%.

Reference should be made to the 1997 Annual Report on Form 10-K for additional
information regarding liquidity and capital resources.

                                       10

<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               -------------------------------------------------
                      CONDITION AND RESULTS OF OPERATIONS
                      -----------------------------------

                 (Dollars in Millions Except Per Share Amounts)
                                        
- --------------------------------------------------------------------------------

YEAR 2000 UPDATE
- ----------------

The Company has developed plans to address the possible exposures related to the
year 2000 on the Company's internal systems and equipment.  In the critical area
of internal operating systems, in 1994 the Company decided to convert its
worldwide business systems to SAP which is year 2000 compliant. The Company's
conversion to SAP is progressing on schedule, with conversion in operations
representing 70% of the Company's global business to be complete by the first
quarter of 1999. When completed, the Company's investment in SAP systems will
cumulatively total approximately $430 million, half of which will be capitalized
and the remainder expensed as incurred. The computer systems and embedded
microprocessors and control systems in all operations are planned to be made
compliant by June 30, 1999.

The Company is also in discussions with suppliers and customers to assess the
potential impact on operations in the event their systems are not made
compliant.  

The first two phases of the year 2000 project plan -- forming teams at the
corporate, division and subsidiary levels worldwide, and the inventory of
systems and equipment -- were complete at July 31, 1998.  The third phase, risk
assessment and contingency planning, is substantially complete with respect to
all internal computing systems and embedded chips and is underway with respect
to critical external business partners.

The fourth phase, planned to be substantially completed by the end of the first
quarter 1999, will be to accomplish systems testing, remediation, and
contingency plans regarding critical systems, equipment and business partners
with a high risk assessment. Contingency planning for suppliers will include
backup procedures, alternative suppliers and possibly increases in inventory
levels. All remaining testing and plan implementation is scheduled to be
substantially completed by mid-year 1999 in the fifth phase of the project.
Progress against project plan timelines is monitored through a system of
internal reporting and is presented to senior management and the Audit Committee
of the Board of Directors or the full Board on a frequent basis.

The Company currently estimates that the total incremental cost, including
external contractor costs, costs to modify existing systems and costs of
internal resources dedicated to preparing for the year 2000 to be approximately
$30 million, of which 30% has been spent to date. These costs are charged to
expense as incurred and are incremental to the above noted investment in SAP
systems which were previously planned and in the process of being implemented.

The Company is taking steps to prevent major interruptions in the business
related to year 2000 issues.  The effect, if any, if the Company, its suppliers
or the public sector are not fully year 2000 compliant is not reasonably
estimable.  The Company believes, however, that the successful completion of its
year 2000 project will significantly reduce the risk of a major business
interruption due to year 2000 failures.

                                       11
<PAGE>
 
                           COLGATE-PALMOLIVE COMPANY
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               -------------------------------------------------
                      CONDITION AND RESULTS OF OPERATIONS
                      -----------------------------------

                 (Dollars in Millions Except Per Share Amounts)

- --------------------------------------------------------------------------------

YEAR 2000 UPDATE (CONTINUED)
- ----------------------------

Readers are cautioned that forward-looking statements made in the Year 2000
Update are based on management's estimates, assumptions and projections.  Some
of the factors that could cause actual results to differ materially from
expectations expressed in the Company's forward-looking statements are described
in the Company's Form 8-K filed with the Securities and Exchange Commission on
November 13, 1998 under the caption "Cautionary Statement on Forward-Looking
Statements". These factors include, but are not limited to, the risks associated
with international operations, the activities of competitors, retail trade
practices, the success of new product introductions, cost pressures and
manufacturing and environmental matters.

                                       12
<PAGE>
 
PART II.  OTHER INFORMATION
- --------  -----------------


Item 1. Legal Proceedings
- ------- -----------------

        On September 8, 1998, one of the Company's Brazilian subsidiaries,
        Kolynos do Brasil Ltda. ("Kolynos"), received notice of an
        administrative proceeding from the Central Bank of Brazil, citing
        Articles 1,3,9,23 and 58 of Law No. 4131 dated September 3, 1962 and
        related circular letters, which address foreign capital registration and
        foreign exchange transactions. The notice primarily takes issue with
        certain filings made with the Central Bank in connection with financing
        arrangements related to the acquisition of Kolynos in January 1995,
        which is described in the Company's Form 8-K dated January 10, 1995. The
        Central Bank's sole remedy is to seek to impose fines prescribed in the
        above-referenced statutes, and it, in no way, challenges or seeks to
        unwind the acquisition.

        Management believes, based on the opinion of its Brazilian legal
        counsel, that the filings challenged by the Central Bank fully complied
        with Brazilian law and that the issues raised in the notice are without
        merit. The Company intends to defend its position and cooperate with the
        Brazilian banking authorities to seek a satisfactory resolution of this
        matter.

        For information regarding other legal matters refer to Note 17 to the
        consolidated financial statements on page 35 of the registrant's Annual
        Report on Form 10-K for the year ended December 31, 1997.

Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------

        (a)  Exhibits:

             Exhibit 12  Ratio of Earnings to Fixed Charges.

             Exhibit 27  Financial Data Schedule.

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

The exhibits indicated above which are not included with the Form 10-Q 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-Q Exhibits)
                         300 Park Avenue
                         New York, NY  10022-7499

                                        

                                       13
<PAGE>
 
                                   SIGNATURE
                                   ---------
                                        


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                           COLGATE-PALMOLIVE COMPANY
                           -------------------------
                                 (Registrant)



                           Principal Financial Officer:


November 13, 1998          /s/ Stephen C. Patrick
                           -------------------------
                               Stephen C. Patrick
                            Chief Financial Officer



                           Principal Accounting Officer:


November 13, 1998          /s/  Dennis J. Hickey
                           ------------------------
                                Dennis J. Hickey
                               Vice President and
                              Corporate Controller

                                       14

<PAGE>
 
                                                                      EXHIBIT 12
                                                                      ----------

                           COLGATE-PALMOLIVE COMPANY
                           -------------------------

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
               -------------------------------------------------

                        DOLLARS IN MILLIONS (Unaudited)
<TABLE>                                        
<CAPTION> 
                                                      NINE MONTHS ENDED
                                                      SEPTEMBER 30, 1998
                                                      ------------------
<S>                                                   <C> 
                                                      
Income before income taxes                               $  923.8
                                                      
ADD:                                                  
Interest on indebtedness and amortization of debt     
  expense and discount or premium                           153.9
                                                      
                                                      
Portion of rents representative of interest           
  factor                                                     23.6
                                                      
Interest on ESOP debt, net of dividends                       2.4
                                                      
LESS:                                                 
Income of less than fifty-percent-owned               
  subsidiaries                                               (3.8)
                                                         --------
                                                      
Income as adjusted                                       $1,099.9
                                                         ========
                                                      
FIXED CHARGES:                                        
                                                      
Interest on indebtedness and amortization of debt     
  expense and discount or premium                           153.9
                                                      
                                                      
Portion of rents representative of interest           
  factor                                                     23.6
                                                      
Interest on ESOP debt, net of dividends                       2.4
                                                      
Capitalized interest                                          7.4
                                                         --------
                                                      
Total fixed charges                                      $  187.3
                                                         ========
                                                      
Ratio of earnings to fixed charges                            5.9
                                                         ========
</TABLE>
                                        
In June 1989, the Company's leveraged employee stock ownership plan ("ESOP")
issued $410.0 of long-term notes due through 2009 bearing an average interest
rate of 8.6%.  These notes are guaranteed by the Company.  Interest incurred on
the ESOP's notes for the nine months ended was $24.6.  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.

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                             210
<SECURITIES>                                        16
<RECEIVABLES>                                    1,146
<ALLOWANCES>                                        39
<INVENTORY>                                        775
<CURRENT-ASSETS>                                 2,333
<PP&E>                                           4,017
<DEPRECIATION>                                   1,519
<TOTAL-ASSETS>                                   7,699
<CURRENT-LIABILITIES>                            2,197
<BONDS>                                          2,362
                                0
                                        377
<COMMON>                                           366
<OTHER-SE>                                       1,333
<TOTAL-LIABILITY-AND-EQUITY>                     7,699
<SALES>                                          6,681
<TOTAL-REVENUES>                                 6,681
<CGS>                                            3,193
<TOTAL-COSTS>                                    2,431
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 134
<INCOME-PRETAX>                                    924
<INCOME-TAX>                                       309
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       614
<EPS-PRIMARY>                                     2.03
<EPS-DILUTED>                                     1.88
        

</TABLE>


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