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COLGATE PALMOLIVE CO — Annual Report 2013
Jun 27, 2013
29956_rns_2013-06-27_0d38e0f2-10b9-467a-b00b-1ebf16816eac.zip
Annual Report
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11-K 1 cl11-k2012.htm COLGATE-PALMOLIVE COMPANY 11-K 12-31-2012 html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using WebFilings 1 Copyright 2008-2013 WebFilings LLC. All Rights Reserved CL 11-K 2012
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 OF 1934
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 3 |
| Financial Statements: | |
| Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011 | 4 |
| Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2012 | 5 |
| Notes to Financial Statements | 6 |
| Signatures | 17 |
| Supplemental Schedule: | |
| Schedule of Assets (held at end of year) | Schedule H |
All other schedules were omitted as they are not applicable or not required based on the disclosure requirements of the Employee Retirement Income Security Act of 1974, as amended and applicable regulations issued by the Department of Labor.
Exhibit:
23.1 Consent of Grant Thornton LLP
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Employee Relations Committee of the Colgate-Palmolive Company
Colgate-Palmolive Company Employees Savings and Investment Plan
We have audited the accompanying statements of net assets available for benefits of the Colgate-Palmolive Company Employees Savings and Investment Plan (the “Plan”) as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Colgate-Palmolive Company Employees Savings and Investment Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012 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 purposes 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits 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/ GRANT THORNTON LLP
New York, New York
June 27, 2013
3
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2012 AND 2011
(Dollars in thousands)
| 2012 | 2011 | |||
|---|---|---|---|---|
| Assets | ||||
| Cash | $ 6,895 | $ 20,576 | ||
| Investments at fair value | 2,748,889 | 2,546,612 | ||
| Receivables: | ||||
| Participant contributions receivable | 1,528 | 1,483 | ||
| Notes receivable from participants | 16,604 | 16,992 | ||
| Total receivables | 18,132 | 18,475 | ||
| Total assets | 2,773,916 | 2,585,663 | ||
| Liabilities | ||||
| Due to brokers for securities purchased | 1,432 | 202 | ||
| Long-term notes payable to Colgate-Palmolive Company | 41,325 | 60,144 | ||
| Accrued interest on notes payable | 1,195 | 1,757 | ||
| Total liabilities | 43,952 | 62,103 | ||
| Net assets available for benefits at fair value | 2,729,964 | 2,523,560 | ||
| Adjustments from fair value to contract value relating to fully benefit-responsive investment contracts | (13,068 | ) | (12,012 | ) |
| Net assets available for benefits | $ 2,716,896 | $ 2,511,548 |
The accompanying notes are an integral part of these financial statements.
4
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2012
(Dollars in thousands)
| Additions | ||
|---|---|---|
| Net investment income: | ||
| Interest | $ 5,256 | |
| Dividends | 55,204 | |
| Appreciation in the fair value of investments, net | 294,624 | |
| Interest expense on notes payable | (2,390 | ) |
| Net investment income | 352,694 | |
| Contributions: | ||
| Employer contributions | — | |
| Participant contributions | 43,806 | |
| Total contributions | 43,806 | |
| Interest income on notes receivable from participants | 580 | |
| Total additions | 397,080 | |
| Deductions | ||
| Administrative expenses | (2,393 | ) |
| Distributions to participants | (189,339 | ) |
| Total deductions | (191,732 | ) |
| Increase in net assets available for benefits | 205,348 | |
| Net assets available for benefits – beginning of year | 2,511,548 | |
| Net assets available for benefits – end of year | $ 2,716,896 |
The accompanying notes are an integral part of these financial statements.
5
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
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, as amended (“ERISA”). The Plan is also a leveraged employee stock ownership plan ("ESOP"). State Street Global Advisors (the “ESOP trustee”), a division of State Street Bank & Trust Company, is the trustee of Funds D and E (the “ESOP shares trust”). The Bank of New York Mellon is the trustee of the remaining funds.
The Plan offers programs which include an employer match, a success sharing program, a retirement contribution 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.
Employees eligible to participate in the Plan must meet certain minimum hourly service requirements and be at least 18 years old. Effective September 1, 2010, the Company made several adjustments to its Retirement Program, including the following: (i) allocating a larger portion of the Company’s retirement benefit allocations to the Plan, rather than the Company's Retirement Plan; (ii) new employees hired after June 1, 2010 are not eligible to participate in the Employees' Retirement Income Plan, but are eligible to participate in the Plan; (iii) employees are now eligible upon hire to participate in the Plan. These changes are designed to ensure that the Company continues to provide a level of benefits to employees, at a cost to the Company of providing such benefits, targeted at the median level for similar programs at peer companies.
As of December 31, 2012, the Plan maintained the following funds:
| Name of Fund | Description of the type of investment |
|---|---|
| Short Term Fixed Income Fund | Guaranteed investment contracts and cash reserve funds |
| Colgate Common Stock Fund (Fund B) | Colgate-Palmolive Company Common Stock and cash reserve funds |
| Colgate Employer Common Stock Fund (Fund D) | Colgate-Palmolive Company Employer Common Stock (the ESOP shares trust) |
| Colgate Common Stock Fund (Fund E) | Colgate-Palmolive Company Common Stock (the ESOP shares trust) |
| Vanguard Wellington Fund | Common stocks and fixed income securities |
| Vanguard Institutional Index Fund (Admiral shares) | Equity securities included in the S&P 500 Index in similar proportion |
| American Funds EuroPacific Growth Fund | Primarily equity securities of companies outside the U.S., in Europe and the Asia/Pacific region |
| Western Asset Core Plus Fixed Income Fund | Diversified debt portfolio of U.S. government, corporate, mortgage and asset-backed securities |
| Neuberger Berman Genesis Fund | Primarily common stocks of small capitalization companies (total market value of no more than $2 billion at the time the fund first invests in them) |
| Wells Fargo Advantage Opportunities Fund | Primarily common stocks of companies with capitalizations (at the time of acquisition) in the range of companies included in the Russell MidCap Index |
| T. Rowe Price Growth Stock Fund | Normally invests in the common stock of a diversified group of growth companies with an above-average rate of earnings growth |
| Eaton Vance Large Cap Value Fund | Primarily invests in dividend paying value stocks of large capitalization companies, which have market capitalizations equal to or greater than the median capitalization of companies included in the Russell 1000 Value Index |
| BlackRock LifePath Funds | Primarily invests in a mix of stocks and fixed income funds |
6
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
ESOP
In accordance with the terms of the Plan, on June 19, 1989, the Plan issued $410,030 of long-term notes due through July 2009. The Plan used the proceeds of the notes to purchase 6,315,149 shares of the Company’s Series B Convertible Preference Stock (“Preference stock”) from the Company. These notes, which were guaranteed by the Company, were repaid in July 2009. The Preference stock, each share of which was convertible into eight shares of common stock at the discretion of the ESOP trustee, had a redemption price of $65 dollars per share and paid semi-annual dividends equal to the higher of $2.44 dollars or the current dividend paid on eight common shares for the comparable six-month period. All Preference stock was converted into the Company’s common stock or redeemed in cash upon reallocation to other funds or withdrawal from the Plan.
As a result of rules issued by the Internal Revenue Service related to employer stock held in defined contribution plans, the Company issued a notice of redemption with respect to the remaining 2,405,192 shares of Preference stock outstanding on December 29, 2010. At the direction of the Company’s ESOP trustee, the shares of Preference stock were converted into 19,241,536 shares of common stock. Additionally, the Colgate Preferred Stock Fund (Fund D) was renamed the Colgate Employer Common Stock Fund (Fund D).
As a means of extending the benefits of the ESOP to participants over a longer period, the ESOP shares trust and the Company entered into a loan agreement in June 2000 under which the Company was permitted to loan up to $300,000 through 2009 to the ESOP with repayment scheduled no later than December 31, 2035. Repayments of principal and interest are funded through future contributions and dividends from the Company. The Company did not make any contributions to the ESOP shares trust during 2012. The Company has guaranteed minimum funding of $130,000, on a present value basis, in excess of debt service requirements. As of December 31, 2012 and 2011, the ESOP shares trust had outstanding borrowings from the Company of $41,325 and $60,144, respectively, bearing an average interest rate of 5.77% and 5.84%, respectively. The fair value of the outstanding notes payable to the Company was estimated at approximately $67 million and $98 million as of December 31, 2012 and 2011, respectively based on current interest rates for debt with similar maturities.
Dividends from common stock, together with cash contributions and advances from the Company, were used by the ESOP trustee to repay principal and interest on the long-term notes. Dividends were also used to fund basic and additional basic retirement contributions*.
A portion of the Employer Common Stock Fund D shares are 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, 2012, 9,635,421 common shares (valued at $1,007,287) were released and allocated to participant accounts and the balance of 5,975,227 common shares (valued at $624,650) were available for future allocation to participant accounts. As of December 31, 2011, 10,304,813 common shares (valued at $952,062) were released and allocated to participant accounts and the balance of 6,797,192 common shares (valued at $627,992) were available for future allocation to participant accounts. The ESOP released shares are allocated to fund the employer portion of all the Plan programs in the following manner:
(1) Pursuant to the Company’s matching contribution under the Savings Program,
(2) Pursuant to the Basic Retirement Contribution Program**,
(3) Pursuant to the Additional Basic Retirement Contribution Program**,
(4) Pursuant to the Bonus Savings Account Program and the Income Savings Account Program,
(5) Pursuant to the Retiree Insurance Program ***
(6) As Supplemental Contribution Allocations, and
(7) Pursuant to the Success Sharing Program.
- The February 2012 dividends on ESOP shares not yet allocated to participant accounts and on ESOP shares allocated to participant accounts were used to repay principal and interest or fund basic and additional basic retirement contributions. Beginning with the May 2012 dividends, only those dividends on ESOP shares not yet allocated to participant accounts were used for these purposes; dividends on ESOP shares allocated to participant accounts were reinvested in shares of stock in Colgate Common Stock Fund B.
7
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
** Basic and additional basic retirement contributions were made from ESOP released shares and from dividends as noted above.
*** Under the revised Retirement Program, effective September 1, 2010, the Company no longer makes allocations into a Retiree Insurance Program unless the employee is a member of one of the Hill’s Pet Nutrition, Inc. participating unions.
Savings Program
Participant Contributions
Under the Savings Program, employees generally can contribute to the Plan between 1% and 25% 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 25% of their recognized earnings on either a before-tax (subject to certain IRC limitations) or after-tax basis. Employees who are highly compensated may contribute as follows: those employees whose 2012 recognized earnings were less than $139.9 were limited to 16% of their recognized earnings, those employees whose 2012 recognized earnings were between $140.0 and $249.9 were limited to 12% of their recognized earnings and those employees whose 2012 recognized earnings equaled or exceeded $250.0 were limited to 8% of their recognized earnings. Participants may suspend or resume contributions, change their contribution rate and the allocation of their contributions between before-tax and after-tax earnings on a daily basis. Plan participants are always fully vested in their contributions and related investment earnings. Under the IRC, the maximum allowable pre-tax contribution for participants was $17.0 and $16.5 for 2012 and 2011, respectively. Participants who are expected to reach or are over the age of 50 during the Plan year and are making the maximum contribution are eligible to make additional catch-up contributions. Under the Internal Revenue Code, the maximum allowable catch-up contribution was $5.5 for both 2012 and 2011, on a pre-tax basis.
Employees may direct the investment of participant contributions to any of the Plan’s investment funds, other than Funds D and E, and may change how these contributions will be invested when allocated on a daily basis. Participants may, on a daily basis, diversify or transfer their participant account balances among any of the investment funds in the Plan other than Funds D and E.
Company Matching Contributions
The Company and wholly-owned subsidiaries to which the Plan has been extended, make matching contributions of 50% to 75% of employee contributions up to 6% of recognized earnings, depending on years of service, collective bargaining agreements, and participation status in the Employees’ Retirement Income Plan. Company matching contributions for employees participating in the Savings Program are made in the form of common stock to Fund D and are diversifiable, on a daily basis, immediately upon allocation, among any of the investment funds in the Plan other than Funds D and E. Participants are 50% vested in their Company matching contribution accounts after two years of service and fully vested after three years of service or, if while active, they reach age 55, become permanently disabled, die, or in the event of Plan termination.
Incoming Rollovers
The Plan permits incoming rollovers of before-tax money from Section 403(b) plans and governmental Section 457 plans, as well as both before-tax and after-tax money from other companies’ qualified plans. Participants may direct the investment of an incoming rollover to any of the Plan’s investment funds, other than Funds D and E. Participants may, on a daily basis, diversify or transfer their rollover balances among any of the investment funds in the Plan other than Funds D and E.
Company Retirement Contributions Program
Effective September 1, 2010 the Company began allocating retirement contributions in the form of basic and additional basic retirement contributions equal to 2% up to 7% of employee’s recognized earnings depending upon years of service in
8
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
lieu of pension credits. Employees who participate in the Employees’ Retirement Income Plan under the pre-July 1, 1989 plan formula and employees of Hill’s Pet Nutrition, Inc. that are covered by a collective bargaining agreement are not eligible for these Company retirement contributions. Participating employees may direct the investment of Company retirement contributions to be allocated among any of the Plan’s investment funds, other than Funds D and E. These Company retirement contributions are diversifiable, on a daily basis, immediately upon allocation, among any of the investment funds in the Plan other than Funds D and E. Participants are 50% vested in their account after two years of service and fully vested after three years of service, or if while active, they reach age 55, become permanently disabled, die, or in the event of Plan termination.
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 common 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 be 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. Any allocation is initially credited to Fund D. Participants may, on a daily basis, immediately upon allocation, diversify their SSA among any of the Plan’s investment funds other than Funds D and E.
Bonus Savings Account Program
The Bonus Savings Account (“BSA”) Program is designed to enable each eligible employee to receive an allocation representing all or a portion of his/her bonus in common stock. Under this program, a BSA allocation is credited to each eligible employee’s BSA 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 shares of common stock 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 been a participant in the Plan for at least two years 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 BSA and may elect to withdraw the balance of this account from the Plan immediately or at a later date. Any allocation is initially credited to Fund D. BSA balances are diversifiable, on a daily basis, immediately upon allocation, among any of the investment funds in the Plan other than Funds D and E.
Income Savings Account Program
The Income Savings Account (“ISA”) Program is designed to enable each eligible employee to receive an allocation representing a portion of his/her income in the form of common stock. Under this program, an ISA allocation of common stock is made each year to each eligible employee’s ISA. 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 ISA and may elect to withdraw the balance of this account from the Plan immediately or at a later date. Any allocation is initially credited to Fund D. ISA balances are diversifiable, on a daily basis, immediately upon allocation, among any of the investment funds in the Plan other than Funds D and E.
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, a Retiree Insurance Account (“RIA”) has been established within the Plan for each eligible employee. Each year, shares from the Colgate Employer Common Stock Fund are allocated to each employee’s RIA. Under the revised Retirement Program, effective September 1, 2010, the Company no longer makes allocations into an RIA unless the participant is a member of one of the Hill’s Pet Nutrition, Inc. participating unions. Allocations are based upon the schedule that was in place as of the Plan year 2009. Participants are 50% vested in their RIA after two years of service and fully vested after three years of service, or if while active, reach age 55, become permanently disabled, die, or in the event of Plan termination. RIA allocations are made in the form of
9
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
common stock to Fund D and are diversifiable, on a daily basis, immediately upon allocation, among any of the investment funds in the Plan other than Funds D and E. Employees are entitled to the value of the vested amount of their RIA upon resignation, termination or retirement.
Participant Accounts
Each participant account may be credited with the types of allocations described above as well as allocations of fund earnings or losses, and expenses. Allocations are based on participant earnings or account balances, as defined. Certain participant investment accounts are also charged with monthly investment service fees, depending on fund elections. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Distributions
Participating employees can receive a distribution from the Plan due to retirement, permanent disability, termination or death, or by voluntary partial withdrawal while active. Settlement is made in accordance with provisions of the Plan and the requirements of the IRC. Unvested Company matching contributions will be forfeited in the event of termination. A participant may withdraw his/her 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, or is within the administrative rules of the Committee and Federal tax laws.
Forfeitures
After the earlier of the distribution of the terminated participant’s vested account balances or the fifth anniversary of the participant’s termination, nonvested employer account balances are returned to the unallocated pool of Colgate common stock and become available to the Company to pay for administrative expenses incurred by the Plan and/or to reduce future Company matching contributions. Forfeitures for the year ended December 31, 2012 and 2011 totaled $148 and $84, respectively.
Notes Receivable From Participants
Participants who have $1,000* or more in the Plan may borrow from the total of their fund accounts, a minimum of $500 up to a maximum equal to the lesser of $50,000*** (subject to certain offsets for prior loans) or 50% of their vested balance, subject to certain exclusions. Participants are allowed to have one ordinary loan and one loan related to the purchase of a principal residence, outstanding at any time. The loans are secured by the balance in the participant’s account and bear a fixed rate of interest equal to the prime rate as listed in The Wall Street Journal on the first business day of the month in which the loan was requested. Principal and interest are paid ratably via payroll deductions. Loans outstanding at December 31, 2012 had interest rates ranging from 3.3% to 9.0% and maturities through 2027.
Plan Termination
Although the Company has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and 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.
**** For purposes of this paragraph, dollar amounts are reported as actual dollars.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Distributions to participants are recorded when paid.
10
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Plan considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Notes Receivable from Participants
Participant loans are stated at cost plus accrued interest. Interest income is recorded on an accrual basis. Delinquent loans are reclassified as distributions to participants based upon the terms defined in the Plan document.
Investment Valuation and Income Recognition
Plan investments, other than the Plan’s investments in common/collective trust funds and guaranteed investment contracts (“GICs”), are stated at fair value based on quoted market prices or as otherwise determined by Bank of New York Mellon, the Plan’s trustee.
The Plan is invested in common/collective trust funds which are stated at fair value using the net asset value (“NAV”) per unit in each fund. The NAV is based on the value of the underlying investments owned by each trust, minus its liabilities, divided by the number of shares outstanding. The liabilities, which are primarily investment management fees due, are included in due to brokers for securities purchased in the Statement of Net Assets Available for Benefits.
The common/collective trust funds are primarily comprised of a mix of stock and fixed income funds.
The Plan has entered into fully benefit-responsive GICs with insurance companies, banks and other financial institutions. The GICs represent investments that have fixed income securities paired with benefit-responsive wrap contracts. Wrap contracts are issued by high-quality financial institutions and have two main roles: to provide a fixed rate of interest for a specified period of time and to enable the fund to pay participant-initiated withdrawals at book value.
The Statements of Net Assets Available for Benefits present both the fair value of the GICs and the adjustment of the fully benefit-responsive GICs from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
In certain circumstances, the amount withdrawn from the GICs would be payable at fair value rather than at contract value. These events include termination of the Plan, a material adverse change to the provisions of the Plan, if the employer elects to withdraw from a contract in order to switch to a different investment provider, or if the terms of a successor plan (in the event of the spin-off or sale of a division) do not meet the contract issuer’s underwriting criteria for issuance of a similar contract. Such circumstances resulting in the payment of benefits at market value rather than contract value are not considered probable of occurring in the foreseeable future.
Examples of events that would permit a contract issuer to terminate a contract upon short notice include the Plan’s loss of its qualified status, un-cured material breaches of responsibilities, or material and adverse changes to the provisions of the Plan. If one of these events was to occur, the contract issuer could terminate the contract at the market value of the underlying investments (or in the case of traditional GICs, at the hypothetical market value based upon a contractual formula).
Purchases and sales are recorded on a trade-date basis. Realized gains and losses from security transactions are reported using the average cost method. Dividend income is recorded on the ex-dividend date.
11
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
Administration
The Plan is administered by the Committee for the benefit of the participants. Administrative expenses are paid by the Plan.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
- Tax Status
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. On January 31, 2011, the Company submitted to the IRS an application for a new determination letter.
U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.
- Investments and Fair Value Measurements
Investments
As of December 31, 2012 and 2011, the Plan had investments in Colgate-Palmolive Company Common Stock, mutual funds, cash reserve funds, GICs and common/collective trust funds.
The following investments represent 5% or more of the Plan’s net assets as of December 31:
| 2012 | 2011 | |
|---|---|---|
| Colgate-Palmolive Company Common Stock, 17,840,218 and 19,223,391 shares, in 2012 and 2011, respectively | $ 1,865,016 | $ 1,776,049 |
A portion of the investments shown above are nonparticipant-directed investments (see Note 5).
During 2012, the Plan’s investments (including gains and losses on investments purchased and sold, as well as held during the year) appreciated (depreciated) in value as follows:
| Colgate-Palmolive Company Common Stock | $ |
|---|---|
| Common/collective trust funds | 8,109 |
| Investments in registered investment companies | 61,404 |
| Total net appreciation (depreciation) in the fair value of investments | $ 294,624 |
12
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
The GICs 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. For 2012, the average yield and the average crediting interest rate on the investment contracts were 1.1% and 2.8%, respectively. For 2011, the average yield and the average crediting interest rate on the investment contracts were 1.4% and 2.9%, respectively.
The contract value of a GIC is the relevant measurement for the portion of the net assets available for benefits attributable to a certain investment contract. The contract values of the GICs were $150,680 and $145,528 at December 31, 2012 and 2011, respectively. The fair values of the GICs were $163,748 and $157,540 at December 31, 2012 and 2011, respectively. In accordance with the provisions of the Plan, issuers of GICs must have a credit rating of AA- or better at the time they were hired 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.
Fair Value Measurements
The Plan uses available market information and other valuation methodologies in assessing the fair value of financial instruments. Judgment is required in interpreting market data to develop the estimates of fair value and, accordingly, changes in assumptions or the estimation methodologies may affect the fair value estimates.
Assets and liabilities carried at fair value are classified as follows:
Level 1: Based upon quoted market prices in active markets for identical assets or liabilities.
Level 2: Based upon observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Based upon unobservable inputs reflecting the reporting entity’s own assumptions.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements establishes a fair value hierarchy that gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). When a price for an identical asset or liability is not observable an entity should use a valuation technique that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. The fair value hierarchy within which the fair value measurement in its entirety falls is based on the lowest level of input that is significant to the fair value measurement in its entirety.
The valuation methodologies used for the Plan assets measured at fair value are as follows:
Colgate-Palmolive Company Common Stock: Valued at the closing price reported on the active market on which the individual securities are traded.
Mutual funds: Valued at the net asset value of units held by the Plan at year end based upon quoted market prices.
Cash reserve funds: Valued at cost plus accrued interest, which approximates fair value. The funds have no restrictions from redemption .
Guaranteed investment contracts: Valued at the total of the fair value of the underlying securities.
Common/Collective trust funds: Valued using the NAV per unit in each fund. The NAV is based on the value of the underlying investments owned by each trust, minus its liabilities, divided by the number of shares outstanding.
13
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
The following table presents the Plan’s fair value hierarchy for those investments measured at fair value at December 31, 2012:
| Level 1 | Level 2 | Total | |
|---|---|---|---|
| Colgate-Palmolive Company Common Stock | $ 1,865,016 | $ — | $ 1,865,016 |
| Mutual funds: | |||
| Balanced funds | 106,369 | — | 106,369 |
| Equity index funds | 81,547 | — | 81,547 |
| International equity funds | 86,594 | — | 86,594 |
| Equity funds | 217,637 | — | 217,637 |
| Fixed income funds | 101,529 | — | 101,529 |
| Cash reserve funds | 38,271 | — | 38,271 |
| Guaranteed investment contracts: | |||
| Treasury and agency bonds | — | 72,533 | 72,533 |
| Corporate bonds | — | 48,413 | 48,413 |
| Commercial and residential mortgage-backed securities | — | 33,360 | 33,360 |
| Asset-backed securities | — | 4,924 | 4,924 |
| Other | — | 4,518 | 4,518 |
| Common/Collective trust funds | — | 88,178 | 88,178 |
| Total Investments at Fair Value | $ 2,496,963 | $ 251,926 | $ 2,748,889 |
The following table presents the Plan’s fair value hierarchy for those investments measured at fair value at December 31, 2011:
| Level 1 | Level 2 | Total | |
|---|---|---|---|
| Colgate-Palmolive Company Common Stock | $ 1,776,049 | $ — | $ 1,776,049 |
| Mutual funds: | |||
| Balanced funds | 95,218 | — | 95,218 |
| Equity index funds | 72,418 | — | 72,418 |
| International equity funds | 78,353 | — | 78,353 |
| Equity funds | 192,613 | — | 192,613 |
| Fixed income funds | 84,955 | — | 84,955 |
| Cash reserve funds | 32,949 | — | 32,949 |
| Guaranteed investment contracts: | |||
| Treasury and agency bonds | — | 83,883 | 83,883 |
| Corporate bonds | — | 36,201 | 36,201 |
| Commercial and residential mortgage-backed securities | — | 15,562 | 15,562 |
| Asset-backed securities | — | 10,360 | 10,360 |
| Other | — | 11,534 | 11,534 |
| Common/Collective trust funds | — | 56,517 | 56,517 |
| Total Investments at Fair Value | $ 2,332,555 | $ 214,057 | $ 2,546,612 |
14
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
- ESOP Shares 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, — 2012 | 2011 | |
|---|---|---|
| Assets: | ||
| Cash | $ 6,895 | $ 20,576 |
| Fixed income liquid reserve fund | 2,107 | 683 |
| Colgate-Palmolive Company Common Stock | 1,660,436 | 1,610,157 |
| Total assets | $ 1,669,438 | $ 1,631,416 |
| Liabilities: | ||
| Long-term notes payable to Colgate-Palmolive Company | $ 41,325 | $ 60,144 |
| Accrued interest on current and long-term notes | 1,195 | 1,757 |
| Total liabilities | 42,520 | 61,901 |
| Net assets available for benefits | $ 1,626,918 | $ 1,569,515 |
| Year Ended December 31, 2012 | ||
|---|---|---|
| Changes in net assets available for benefits: | ||
| Employer contributions | $ — | |
| Dividends and interest, net of fees | 38,349 | |
| Net appreciation (depreciation) in the fair value of investments | 203,080 | |
| Transfers to other funds | (70,925 | ) |
| Interest expense on current and long-term notes | (2,390 | ) |
| Distributions to participants | (110,711 | ) |
| Increase (decrease) in net assets available for benefits | $ 57,403 |
The Colgate-Palmolive Company Stock allocated to participants (see Note 1) include nonparticipant-directed investments of 13,533 common shares valued at $1,891 as of December 31, 2011. There were no nonparticipant-directed investments in 2012, as participants may, on a daily basis, immediately upon allocation, diversify their investments among any of the investment funds in the Plan.
15
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except as indicated)
- Reconciliation to Form 5500
At December 31, 2012 and 2011, benefit distributions that have been processed and approved for payment as of such date but not yet paid of $283 and $88, respectively, are not reflected in the financial statements. For reporting to the Department of Labor, these amounts are reported as a liability on Form 5500.
- Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
- Related Party Transactions
Certain investments within the Employee Benefit Temporary Investment FD Fund are shares of funds managed by Bank of New York Mellon, the trustee of the Plan. Certain investments within the Dreyfus Treasury Prime Fund are shares of funds managed by Bank of New York Mellon’s affiliate, Dreyfus. These transactions qualify as party-in-interest transactions that are allowable under ERISA. As of December 31, 2012, the Plan had $11,478 and $514 invested in the Employee Benefit Temporary Investment FD Fund and Dreyfus Treasury Prime Fund, respectively. As of December 31, 2011, the Plan had $6,286 and $4,685 invested in the Employee Benefit Temporary Investment FD Fund and Dreyfus Treasury Prime Fund, respectively. Administrative fees paid to Bank of New York Mellon for the twelve months ended December 31, 2012 were $389.
16
SIGNATURES
The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended 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) | |
|---|---|
| Date: June 27, 2013 | /s/ Dennis J. Hickey |
| Dennis J. Hickey | |
| Chief Financial Officer | |
| Colgate-Palmolive Company |
| Date: June 27, 2013 |
|---|
| Victoria L. Dolan |
| Vice President and Corporate Controller |
| Colgate-Palmolive Company |
EIN: 13-1815595
PN: 003
SCHEDULE H
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
PARTICIPANT LOANS
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value |
|---|---|---|
| Participant loans, maturities ranging from 1 to 15 years | 3.3% - 9.0% | $ 16,604 |
| Total Participant Loans | $ 16,604 |
EIN: 13-1815595
PN: 003
SCHEDULE H
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SHORT TERM FIXED INCOME FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (b) Identity of issuer, borrower, lessor or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|---|
| Colgate Separate Account Cash | 0.29 % | $ 22,043,160 | $ 22,046 | |
| * | Dreyfus Treasury Prime Fund | 0.00 % | 513,638 | 514 |
| American Express Credit Corp | 5.88 % | 711,435 | 718 | |
| Australia & New Zealand B 144A | Var Rate | 251,131 | 251 | |
| BP Capital Markets PLC | 5.25 % | 208,124 | 210 | |
| eBay, Inc. | 0.88 % | 150,683 | 151 | |
| Federal Home Ln Bk Cons BD | 5.00 % | 617,530 | 629 | |
| Federal Home Ln Bk Cons BD | 0.40 % | 300,216 | 301 | |
| Federal Home Ln Bk Cons BD | 0.24 % | 299,984 | 300 | |
| Federal Home Ln Bk Cons BD | 0.34 % | 300,323 | 300 | |
| Federal Home Ln Bk Cons BD | 0.25 % | 299,972 | 300 | |
| Federal Home Ln Mtg Corp | 4.50 % | 434,545 | 443 | |
| Federal Natl Mtg Assn | 0.50 % | 600,833 | 602 | |
| Federal Home Ln Mtg Corp | 2.50 % | 211,799 | 214 | |
| General Electric Capital Corp | 2.10 % | 610,435 | 617 | |
| Georgia Power Co | 1.30 % | 150,955 | 152 | |
| GlaxoSmithKline Capital Inc | 4.85 % | 203,349 | 205 | |
| Honeywell International Inc | 4.25 % | 452,909 | 459 | |
| International Business Machine | 2.10 % | 251,573 | 252 | |
| JPMorgan Chase Bank NA | Var Rate | 549,907 | 550 | |
| Principal Life Income Funding | 5.30 % | 406,182 | 410 | |
| Svenska Handelsbanken AB | Var Rate | 499,752 | 500 | |
| Toyota Motor Credit Corp | Var Rate | 600,069 | 601 | |
| UBS AG/Stamford CT | 2.75 % | 125,039 | 127 | |
| Wachovia Corp | 5.70 % | 205,849 | 211 | |
| Total Cash Equivalents | $ 31,063 | |||
| Guaranteed Investment Contracts: | ||||
| UNITED STATES TREASURY BILL | 0.25 % | 07/15/2015 | $ 2,699 | |
| UNITED STATES TREASURY BILL | 0.88 % | 02/28/2017 | 15,287 | |
| UNITED STATES TREASURY BILL | 0.25 % | 04/30/2014 | 3,203 | |
| UNITED STATES TREASURY BILL | 1.38 % | 02/28/2019 | 5,813 |
EIN: 13-1815595
PN: 003
SCHEDULE H
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SHORT TERM FIXED INCOME FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| UNITED STATES TREASURY BILL | 0.25 % | 02/28/2014 | 173 |
| UNITED STATES TREASURY BILL | 0.25 % | 05/15/2015 | 3,097 |
| UNITED STATES TREASURY BILL | 0.25 % | 01/15/2015 | 30 |
| UNITED STATES TREASURY BILL | 0.88 % | 04/30/2017 | 1,027 |
| UNITED STATES TREASURY NOTE | 0.13 % | 07/31/2014 | 7,591 |
| UNITED STATES TREASURY NOTE | 0.25 % | 03/31/2014 | 4,405 |
| UNITED STATES TREASURY NOTE | 1.63 % | 08/15/2022 | 1,299 |
| UNITED STATES TREASURY NOTE | 2.13 % | 11/30/2014 | 4,253 |
| FEDERAL FARM CREDIT BANK SYSTEM | 5.05 % | 06/22/2018 | 2,072 |
| FEDERAL HOME LOAN BANK SYSTEM | 0.50 % | 08/28/2013 | 2,108 |
| FEDERAL NATIONAL MORTGAGE ASSOCI | 0.75 % | 12/18/2013 | 9,049 |
| FEDERAL HOME LOAN BANK SYSTEM | 5.38 % | 06/14/2013 | 1,744 |
| FEDERAL HOME LOAN MORTGAGE CORP | 2.38 % | 01/13/2022 | 866 |
| FEDERAL NATIONAL MORTGAGE ASSOCI | 1.25 % | 09/28/2016 | 3,702 |
| FEDERAL NATIONAL MORTGAGE ASSOC | 0.88 % | 10/26/2017 | 804 |
| FEDERAL HOME LOAN MORTGAGE CORPO | 1.25 % | 08/01/2019 | 604 |
| FEDERAL NATIONAL MORTGAGE ASSOCI | 6.25 % | 05/15/2029 | 433 |
| DALLAS TEXAS INDEPENDENT SCHO | 6.45 % | 02/15/2035 | 513 |
| LOUISIANA LOC GOVT ENVIRONMENTAL | 1.52 % | 02/01/2018 | 470 |
| VIRGINIA COMMONWEALTH TRANS BRD | 5.35 % | 05/15/2035 | 550 |
| COMMONWEALTH OF PENNSYLVANIA | 5.85 % | 07/15/2030 | 740 |
| HEALTH CARE REIT, INC. | 4.13 % | 04/01/2019 | 193 |
| FIRST HORIZON NATIONAL CORP | 5.38 % | 12/15/2015 | 377 |
| SANTANDER HOLDINGS USA INC | 3.00 % | 09/24/2015 | 128 |
EIN: 13-1815595
PN: 003
SCHEDULE H
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SHORT TERM FIXED INCOME FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| DUKE REALTY LIMITED PARTNERS | 4.38 % | 06/15/2022 | 264 |
| SANTANDER HOLDINGS USA INC | 4.63 % | 04/19/2016 | 167 |
| HEALTH CARE REIT, INC. | 4.70 % | 09/15/2017 | 339 |
| ERP OPERATING LIMITED PARTNERSH | 4.63 % | 12/15/2021 | 363 |
| WELLS FARGO & COMPANY | 3.50 % | 03/08/2022 | 888 |
| GENERAL ELECTRIC CAPITAL CORPORAT | 5.30 % | 02/11/2021 | 283 |
| U.S. BANCORP | 3.00 % | 03/15/2022 | 499 |
| WELLS FARGO & COMPANY | 2.63 % | 12/15/2016 | 524 |
| U.S. BANCORP | 2.95 % | 07/15/2022 | 407 |
| METLIFE, INC. | 1.76 % | 12/15/2017 | 607 |
| BANK OF AMERICA CORPORATION | 6.00 % | 09/01/2017 | 179 |
| CAPITAL ONE FINANCIAL CORPORATIO | 4.75 % | 07/15/2021 | 334 |
| MORGAN STANLEY | 5.50 % | 07/28/2021 | 174 |
| BANK OF AMERICA CORPORATION | 5.65 % | 05/01/2018 | 352 |
| AMERICAN EXPRESS CREDIT CORPORA | 2.38 % | 03/24/2017 | 316 |
| JPMORGAN CHASE & CO. | 4.40 % | 07/22/2020 | 704 |
| PRUDENTIAL FINANCIAL, INC. | 6.00 % | 12/01/2017 | 1,206 |
| CITIGROUP INC. | 4.50 % | 01/14/2022 | 1,538 |
| BANK OF AMERICA, N.A. | 5.30 % | 03/15/2017 | 1,628 |
| AMERICAN INTERNATIONAL GROUP, I | 4.88 % | 06/01/2022 | 601 |
| FIFTH THIRD BANCORP | 3.63 % | 01/25/2016 | 253 |
| ROYAL BANK OF SCOTLAND GROUP PLC | 2.55 % | 09/18/2015 | 335 |
| SIMON PROPERTY GROUP, L.P. | 4.13 % | 12/01/2021 | 885 |
| PNC BANK, NATIONAL ASSOCIATION | 6.00 % | 12/07/2017 | 600 |
| UNION BANK, N.A. | 2.13 % | 06/16/2017 | 668 |
EIN: 13-1815595
PN: 003
SCHEDULE H
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SHORT TERM FIXED INCOME FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| BB&T CORPORATION | 1.60 % | 08/15/2017 | 306 |
| JPMORGAN CHASE & CO. | 4.50 % | 01/24/2022 | 1,151 |
| JOHN DEERE CAPITAL CORPORATION | 3.15 % | 10/15/2021 | 323 |
| KEYCORP | 5.10 % | 03/24/2021 | 283 |
| PROTECTIVE LIFE CORPORATION | 7.38 % | 10/15/2019 | 657 |
| MORGAN STANLEY | 6.25 % | 08/28/2017 | 235 |
| MORGAN STANLEY | 4.00 % | 07/24/2015 | 1,226 |
| THE HARTFORD FINANCIAL SERVICES GRO | 6.00 % | 01/15/2019 | 270 |
| SUNTRUST BANKS, INC. | 3.60 % | 04/15/2016 | 428 |
| AMERICAN INTERNATIONAL GROUP, I | 2.38 % | 08/24/2015 | 128 |
| SUNTRUST BANK | 7.25 % | 03/15/2018 | 305 |
| HEALTH CARE REIT, INC. | 5.25 % | 01/15/2022 | 171 |
| MONDELEZ INTERNATIONAL, INC. | 5.38 % | 02/10/2020 | 462 |
| EASTMAN CHEMICAL COMPANY | 2.40 % | 06/01/2017 | 415 |
| ERAC USA FINANCE LLC | 5.25 % | 10/01/2020 | 310 |
| INGERSOLL-RAND GLOBAL HOLDING COM | 9.50 % | 04/15/2014 | 834 |
| XEROX CORPORATION | 4.25 % | 02/15/2015 | 470 |
| PENSKE TRUCK LEASING CO., L. | 2.50 % | 03/15/2016 | 578 |
| NBCUNIVERSAL MEDIA, LLC | 4.38 % | 04/01/2021 | 537 |
| XEROX CORPORATION | 8.25 % | 05/15/2014 | 418 |
| CVS CAREMARK CORPORATION | 5.75 % | 06/01/2017 | 73 |
| TRANSOCEAN INC | 6.00 % | 03/15/2018 | 179 |
| THE WESTERN UNION COMPANY | 5.25 % | 04/01/2020 | 1,178 |
EIN: 13-1815595
PN: 003
SCHEDULE H
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SHORT TERM FIXED INCOME FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| SAFEWAY INC. | 6.35 % | 08/15/2017 | 1,121 |
| WALGREEN CO. | 1.80 % | 09/15/2017 | 202 |
| TELEFONICA EMISIONES, S.A.U. | 5.46 % | 02/16/2021 | 108 |
| TRANSOCEAN INC | 6.38 % | 12/15/2021 | 152 |
| EXPRESS SCRIPTS HOLDING COMPANY | 2.65 % | 02/15/2017 | 707 |
| GENERAL ELECTRIC COMPANY | 2.70 % | 10/09/2022 | 486 |
| NOVARTIS CAPITAL CORPORATION | 2.40 % | 09/21/2022 | 680 |
| SHELL INTERNATIONAL FINANCE B.V. | 3.10 % | 06/28/2015 | 464 |
| TOYOTA MOTOR CREDIT CORPORATION | 2.00 % | 09/15/2016 | 488 |
| VERIZON COMMUNICATIONS INC. | 1.25 % | 11/03/2014 | 203 |
| HEWLETT-PACKARD COMPANY | 4.30 % | 06/01/2021 | 172 |
| HEWLETT-PACKARD COMPANY | 3.00 % | 09/15/2016 | 474 |
| PHILIP MORRIS INTERNATIONAL INC | 1.13 % | 08/21/2017 | 150 |
| PRECISION CASTPARTS CORP. | 2.50 % | 01/15/2023 | 226 |
| VERIZON WIRELESS CAPITAL LLC | 5.55 % | 02/01/2014 | 902 |
| BP CAPITAL MARKETS P.L.C. | 2.25 % | 11/01/2016 | 475 |
| BURLINGTON NORTHERN SANTA FE | 3.05 % | 09/01/2022 | 236 |
| BP CAPITAL MARKETS P.L.C. | 3.25 % | 05/06/2022 | 1,018 |
| AT&T INC. | 2.63 % | 12/01/2022 | 1,428 |
| COVIDIEN INTERNATIONAL FINANCE S. | 2.80 % | 06/15/2015 | 784 |
| DAIMLER FINANCE NORTH AMER | 2.63 % | 09/15/2016 | 612 |
| PHILIP MORRIS INTERNATIONAL INC | 6.88 % | 03/17/2014 | 994 |
| DELTA AIR LINES, INC. | 5.30 % | 04/15/2019 | 246 |
| ANHEUSER-BUSCH INBEV WORLDWIDE IN | 2.50 % | 07/15/2022 | 456 |
| ANHEUSER-BUSCH INBEV WORLDWIDE | 1.38 % | 07/15/2017 | 330 |
EIN: 13-1815595
PN: 003
SCHEDULE H
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SHORT TERM FIXED INCOME FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| COVENTRY HEALTH CARE, INC. | 6.30 % | 08/15/2014 | 197 |
| TRANSOCEAN INC | 6.50 % | 11/15/2020 | 912 |
| WATSON PHARMACEUTICALS, INC. | 3.25 % | 10/01/2022 | 180 |
| WALGREEN CO. | 3.10 % | 09/15/2022 | 178 |
| WASTE MANAGEMENT, INC. | 6.38 % | 03/11/2015 | 355 |
| FORD MOTOR CREDIT CO LLC | 5.88 % | 08/02/2021 | 476 |
| CENOVUS ENERGY INC. | 3.00 % | 08/15/2022 | 517 |
| INTERNATIONAL GAME TECHNOLOGY | 5.50 % | 06/15/2020 | 119 |
| KRAFT FOODS GROUP, INC. | 3.50 % | 06/06/2022 | 213 |
| AUTOZONE, INC. | 4.00 % | 11/15/2020 | 538 |
| ARROW ELECTRONICS, INC. | 3.38 % | 11/01/2015 | 679 |
| AGILENT TECHNOLOGIES, INC. | 3.20 % | 10/01/2022 | 409 |
| ENBRIDGE ENERGY PARTNERS, L.P. | 9.88 % | 03/01/2019 | 606 |
| ENTERPRISE PRODUCTS OPERATING LL | 5.25 % | 01/31/2020 | 600 |
| AMERICA MOVIL SOCIEDAD ANONIMA | 2.38 % | 09/08/2016 | 246 |
| BALTIMORE GAS AND ELECTRIC COMPAN | 5.90 % | 10/01/2016 | 456 |
| WISCONSIN POWER AND LIGHT COMPANY | 5.00 % | 07/15/2019 | 910 |
| NEXTERA ENERGY CAPITAL HOLDINGS, IN | 6.00 % | 03/01/2019 | 284 |
| CAROLINA POWER & LIGHT COMPANY | 5.30 % | 01/15/2019 | 231 |
| NEVADA POWER COMPANY | 6.50 % | 05/15/2018 | 245 |
| APPALACHIAN POWER COMPANY | 4.60 % | 03/30/2021 | 732 |
| ONEOK PARTNERS, L.P. | 3.25 % | 02/01/2016 | 304 |
| FNMA 756359 | 2.80 % | 12/01/2033 | 101 |
| FHLMC 781013 | 2.23 % | 11/01/2033 | 145 |
| FHLMC 1B0118 | 3.03 % | 08/01/2031 | 20 |
EIN: 13-1815595
PN: 003
SCHEDULE H
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SHORT TERM FIXED INCOME FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| MASTR ASSET SECURITIZA 4A2 2003 | 5.50 % | 05/25/2033 | 242 |
| FGLMC G06348 | 4.50 % | 02/01/2041 | 382 |
| FHLMC G05532 | 5.50 % | 08/01/2035 | 1,670 |
| FNCL AE5441 | 5.00 % | 10/01/2040 | 468 |
| FNMA 754671 | 2.30 % | 10/01/2033 | 158 |
| FGLMC G06255 | 4.50 % | 02/01/2041 | 481 |
| FNMA 748645 | 2.29 % | 09/01/2033 | 265 |
| FNMA 758612 | 2.26 % | 11/01/2033 | 177 |
| FNMA AL2293 | 4.37 % | 06/01/2021 | 582 |
| FNMA 889060 | 6.00 % | 01/01/2038 | 695 |
| FEDERAL HOME LOAN A2 2012-K709 | 2.09 % | 03/25/2019 | 1,147 |
| FEDERAL NATIONAL MO ASQ2 2012-M8 | 1.52 % | 12/25/2019 | 512 |
| FEDERAL NATIONAL M ASQ3 2012-M8 | 1.80 % | 12/25/2019 | 617 |
| FEDERAL NATIONAL MOR A2 2012-M8 | 2.35 % | 05/25/2022 | 507 |
| FHLMC 847589 | 2.85 % | 09/01/2035 | 226 |
| FEDERAL HOME LOAN MOR FB 2006-3208 FRN | 0.61 % | 08/15/2036 | 2,244 |
| FEDERAL HOME LOAN MORT NA 2004-2882 | 5.00 % | 11/15/2034 | 43 |
| FNCL AL0211 | 5.00 % | 04/01/2041 | 596 |
| FEDERAL HOME LOAN A2 2012-K710 | 1.88 % | 05/25/2019 | 2,877 |
| FEDERAL NATIONAL MORTG 1A2 2012-M4 FRN | 2.98 % | 04/25/2022 | 854 |
| FNMA 805480 | 5.50 % | 12/01/2034 | 1,738 |
| FGLMC Q09004 | 3.50 % | 06/01/2042 | 2,718 |
| FNCL AO2136 | 3.50 % | 05/01/2042 | 1,914 |
EIN: 13-1815595
PN: 003
SCHEDULE H
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SHORT TERM FIXED INCOME FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (b) Identity of issuer, borrower, lessor or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|---|
| FGLMC C03517 | 4.50 % | 09/01/2040 | 2,382 | |
| FNMA 889061 | 6.00 % | 01/01/2038 | 588 | |
| FNCL AB5372 | 3.50 % | 06/01/2042 | 2,803 | |
| FEDERAL NATIONAL MORTG 2A 2012-M12 FRN | 2.71 % | 09/25/2022 | 629 | |
| CS FIRST BOSTON MORTGA 5A1 2005 | 5.50 % | 07/25/2020 | 334 | |
| WAMU 2004AR14 A1 | 2.45 % | 01/25/2035 | 157 | |
| MORGAN STANLEY CAPITAL A4 2006-HQ9 FRN | 5.73 % | 07/12/2044 | 1,534 | |
| JP MORGAN CHASE COMM A3 2012-C8 | 2.83 % | 10/15/2045 | 513 | |
| COMMERCIAL MORTGAGE A4 2006-C8 | 5.31 % | 12/10/2046 | 2,876 | |
| BACM 2003-1 A2 | 4.65 % | 09/11/2036 | 167 | |
| HSBC BANK PLC 144A | 1.63 % | 07/07/2014 | 411 | |
| AMERICREDIT AUTOMOBILE A2 2011 | 1.19 % | 08/08/2015 | 340 | |
| AMERICREDIT AUTOMOBILE A2 2011 | 0.90 % | 09/08/2014 | 22 | |
| ALLY MASTER OWNER TRUS A2 2011 | 1.81 % | 05/15/2016 | 762 | |
| ALLY MASTER OWNER TRUS A2 2011 | 2.15 % | 01/15/2016 | 1,286 | |
| CENTERPOINT ENERGY RE A1 2012 | 0.90 % | 04/15/2018 | 524 | |
| FORD CREDIT FLOOR PLAN A1 2011 | 2.12 % | 02/15/2016 | 850 | |
| ALLY BANK A 2010 144A | 2.88 % | 04/15/2015 | 1,139 | |
| * | EB TEMPORARY INVESTMENT FUND II | 0.00 % | 4,270 | |
| Total Guaranteed Investment Contracts | $ 163,748 | |||
| Total Fund A | $ 194,811 | |||
| * | Represents a Party-In-Interest. |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
COLGATE COMMON STOCK FUND (FUND B)
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (b) Identity of issuer, borrower, lessor or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|---|
| * | Employee Benefit Temporary Investment FD | $ 5,100,744 | $ 5,101 | |
| * | Colgate-Palmolive Co. Common Stock | 1,956,954 | shares | 204,580 |
| Total | $ 209,681 | |||
| * | Represents a Party-In-Interest. |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
COLGATE COMMON STOCK FUND (FUND D)
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (b) Identity of issuer, borrower, lessor or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current value | |
|---|---|---|---|---|---|
| * | Employee Benefit Temporary Investment FD | $2,056,932 | $ 2,057 | $ 2,057 | |
| * | Colgate-Palmolive Co. Common Stock | 15,610,648 | shares | 126,855 | 1,631,937 |
| Total | $ 128,912 | $ 1,633,994 | |||
| * | Represents a Party-In-Interest. |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
COLGATE COMMON STOCK FUND (FUND E)
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (b) Identity of issuer, borrower, lessor or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current value | |
|---|---|---|---|---|---|
| * | Employee Benefit Temporary Investment FD | $ 50,016 | $ 50 | $ 50 | |
| * | Colgate-Palmolive Co. Common Stock | 272,616 | shares | 605 | 28,499 |
| Total | $ 655 | $ 28,549 | |||
| * | Represents a Party-In-Interest. |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
VANGUARD WELLINGTON FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| Mutual Funds: | |||
| Vanguard Wellington Fund | 181,925 | units | $ 106,369 |
| Total | $ 106,369 |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
VANGUARD INSTITUTIONAL INDEX FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| Mutual Funds: | |||
| Vanguard Institutional Index Fund (Admiral shares) | 624,782 | units | $ 81,547 |
| Total | $ 81,547 |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AMERICAN FUNDS EUROPACIFIC GROWTH FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| Mutual Funds: | |||
| American Funds EuroPacific Growth Fund | 2,105,365 | units | $ 86,594 |
| Total | $ 86,594 |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
WESTERN ASSET CORE PLUS FIXED INCOME FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| Mutual Funds: | |||
| Western Asset Core Plus Fixed Income Fund | 8,700,041 | units | $ 101,529 |
| Total | $ 101,529 |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
NEUBERGER BERMAN GENESIS FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| Mutual Funds: | |||
| Neuberger Berman Genesis Fund | 1,893,708 | units | $ 92,261 |
| Total | $ 92,261 |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
WELLS FARGO ADVANTAGE OPPORTUNITIES FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| Mutual Funds: | |||
| Wells Fargo Advantage Opportunities Fund | 1,059,366 | units | $ 43,106 |
| Total | $ 43,106 |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
T. ROWE PRICE GROWTH STOCK FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| Mutual Funds: | |||
| T. Rowe Price Growth Stock Fund | 1,681,850 | units | $ 63,540 |
| Total | $ 63,540 |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EATON VANCE LARGE CAP VALUE FUND
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| Mutual Funds: | |||
| Eaton Vance Large Cap Value Fund | 958,017 | units | $ 18,729 |
| Total | $ 18,729 |
| EIN: 13-1815595 |
|---|
| PN: 003 |
| SCHEDULE H |
COLGATE-PALMOLIVE COMPANY
EMPLOYEES SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
BLACKROCK INDEX FUNDS
AS OF DECEMBER 31, 2012
(Dollars in thousands, except as indicated)
| (a) | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (e) Current value | |
|---|---|---|---|
| Common/Collective Trust Funds: | |||
| BlackRock Lifepath Index Retirement | 318,306 | units | $ 4,778 |
| BlackRock Lifepath Index 2015 | 667,537 | units | 10,534 |
| BlackRock Lifepath Index 2020 | 1,100,764 | units | 18,007 |
| BlackRock Lifepath Index 2025 | 863,445 | units | 14,609 |
| BlackRock Lifepath Index 2030 | 776,926 | units | 13,487 |
| BlackRock Lifepath Index 2035 | 667,219 | units | 11,870 |
| BlackRock Lifepath Index 2040 | 411,233 | units | 7,476 |
| BlackRock Lifepath Index 2045 | 211,777 | units | 3,935 |
| BlackRock Lifepath Index 2050 | 81,771 | units | 1,550 |
| BlackRock Lifepath Index 2055 | 142,443 | units | 1,932 |
| Total Common/Collective Trust Funds | $ 88,178 | ||
| Plan Total | $ 2,766,416 |