Edgar Filing: COLGATE PALMOLIVE CO

For the quarterly period ended June 30, 2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

¨	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

incorporation or organization)

(I.R.S. Employer

Identification No.)


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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):


Large accelerated filer x		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class	Shares Outstanding	Date
Common stock, $1.00 par value	505,732,409	June 30, 2008

PART I. FINANCIAL INFORMATION

COLGATE-PALMOLIVE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Millions Except Per Share Amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Net sales	$	3,964.8	$	3,405.4	$	7,677.8	$	6,619.3
Cost of sales		1,725.0		1,497.0		3,338.2		2,898.7

Gross profit		2,239.8		1,908.4		4,339.6		3,720.6
Selling, general and administrative expenses		1,422.7		1,223.7		2,771.6		2,393.9
Other (income) expense, net		50.1		27.1		77.3		18.0

Operating profit		767.0		657.6		1,490.7		1,308.7
Interest expense, net		25.4		40.4		59.1		83.1

Income before income taxes		741.6		617.2		1,431.6		1,225.6
Provision for income taxes		247.8		201.4		471.3		323.2

Net income	$	493.8	$	415.8	$	960.3	$	902.4

Earnings per common share, basic	$	0.96	$	0.80	$	1.86	$	1.74

Earnings per common share, diluted	$	0.92	$	0.76	$	1.78	$	1.65

Dividends declared per common share*	$	—	$	—	$	0.76	$	0.68

*	Two dividends were declared in the first quarter of 2008 and 2007.

See Notes to Condensed Consolidated Financial Statements

COLGATE-PALMOLIVE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Millions)

(Unaudited)


	June 30, 2008			December 31, 2007
Assets
Current Assets
Cash and cash equivalents	$	622.8		$	428.7
Receivables (net of allowances of $53.3 and $50.6, respectively)		1,872.5			1,680.7
Inventories		1,340.5			1,171.0
Other current assets		421.4			338.1

Total current assets		4,257.2			3,618.5
Property, plant and equipment:
Cost		6,187.6			6,138.1
Less: Accumulated depreciation		(3,038.3	)		(3,122.9	)

		3,149.3			3,015.2
Goodwill, net		2,401.5			2,272.0
Other intangible assets, net		863.1			844.8
Other assets		399.2			361.5

Total assets	$	11,070.3		$	10,112.0


Liabilities and Shareholders’ Equity
Current Liabilities
Notes and loans payable	$	115.7		$	155.9
Current portion of long-term debt		138.9			138.1
Accounts payable		1,167.6			1,066.8
Accrued income taxes		261.6			262.7
Other accruals		1,636.5			1,539.2

Total current liabilities		3,320.3			3,162.7

Long-term debt		3,475.9			3,221.9
Deferred income taxes		347.1			264.1
Other liabilities		1,260.4			1,177.1

Shareholders’ Equity
Preference stock		186.8			197.5
Common stock		732.9			732.9
Additional paid-in capital		1,520.2			1,517.7
Retained earnings		11,185.6			10,627.5
Accumulated other comprehensive income/(loss)		(1,469.9	)		(1,666.8	)

		12,155.6			11,408.8
Unearned compensation		(203.5	)		(218.9	)
Treasury stock, at cost		(9,285.5	)		(8,903.7	)

Total shareholders’ equity		2,666.6			2,286.2

Total liabilities and shareholders’ equity	$	11,070.3		$	10,112.0

See Notes to Condensed Consolidated Financial Statements

COLGATE-PALMOLIVE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Millions)

(Unaudited)


	Six Months Ended June 30,
	2008			2007
Operating Activities
Net income	$	960.3		$	902.4
Adjustments to reconcile net income to net cash provided by operations:
Restructuring, net of cash		(47.1	)		(7.7	)
Depreciation and amortization		172.4			161.1
Gain before tax on sale of non-core product lines		—			(48.6	)
Stock-based compensation expense		42.7			52.3
Deferred income taxes		67.0			(79.6	)
Cash effects of changes in:
Receivables		(132.5	)		(105.5	)
Inventories		(135.2	)		(101.5	)
Accounts payable and other accruals		59.8			151.5
Other non-current assets and liabilities		41.5			(25.4	)

Net cash provided by operations		1,028.9			899.0
Investing Activities
Capital expenditures		(216.7	)		(199.6	)
Sale of property and non-core product lines		44.9			81.6
Other		0.8			(13.2	)

Net cash used in investing activities		(171.0	)		(131.2	)
Financing Activities
Principal payments on debt		(1,380.8	)		(1,356.7	)
Proceeds from issuance of debt		1,542.9			1,421.1
Dividends paid		(402.2	)		(364.2	)
Purchases of treasury shares		(542.0	)		(602.2	)
Proceeds from exercise of stock options and excess tax benefits		117.1			185.2

Net cash used in financing activities		(665.0	)		(716.8	)
Effect of exchange rate changes on Cash and cash equivalents		1.2			6.4

Net increase in Cash and cash equivalents		194.1			57.4
Cash and cash equivalents at beginning of period		428.7			489.5

Cash and cash equivalents at end of period	$	622.8		$	546.9


Supplemental Cash Flow Information
Income taxes paid	$	399.0		$	312.0

See Notes to Condensed Consolidated Financial Statements

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

1.	Basis of Presentation

The Condensed Consolidated Financial Statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair statement of the results for interim periods. Results of operations for interim periods may not be representative of results to be expected for a full year.

Reference is made to the Annual Report on Form 10-K of Colgate-Palmolive Company (together with its subsidiaries, the “Company” or “Colgate”) filed with the Securities and Exchange Commission for the year ended December 31, 2007 for a complete set of financial notes including the Company’s significant accounting policies.

2.	Use of Estimates

Provision for certain expenses, including income taxes, media advertising and consumer promotion, are based on full year assumptions and are included in the accompanying Condensed Consolidated Financial Statements in proportion with estimated annual tax rates, the passage of time or estimated annual sales.

3.	Recently Issued Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 161, “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133” (SFAS 161). SFAS 161 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133), and requires enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. SFAS 161 is effective for the Company’s financial statements issued after January 1, 2009 and will enhance the Company’s future disclosures. SFAS 161 will not have any impact on the Company’s financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141R), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. Certain forms of contingent consideration and certain acquired contingencies will be recorded at fair value at the acquisition date. SFAS 141R also states acquisition costs will generally be expensed as incurred and restructuring costs will be expensed in periods after the acquisition date. The Company will apply SFAS 141R prospectively to business combinations with an acquisition date on or after January 1, 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51” (SFAS 160). SFAS 160 amends Accounting Research Bulletin (ARB) No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

subsidiary. SFAS 160 clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. It also requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income; changes in ownership interest be accounted for as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary be measured at fair value. SFAS 160 is effective for the Company on January 1, 2009. Earlier adoption is prohibited. The Company is currently evaluating SFAS 160 and does not expect it will have a material impact on the Company’s financial position or results of operations.

4.	Inventories

Inventories by major class are as follows:


	June 30, 2008		December 31, 2007
Raw materials and supplies	$	295.0	$	258.2
Work-in-process		51.6		43.7
Finished goods		993.9		869.1

Total Inventories	$	1,340.5	$	1,171.0

5.	Comprehensive Income

The following are components of comprehensive income:


	Three Months Ended						Six Months Ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Net income	$	493.8		$	415.8		$	960.3		$	902.4
Other comprehensive income/(loss)
Foreign currency translation adjustments		97.1			79.6			191.4			118.0
Unrecognized pension and other retiree benefit cost adjustment		3.3			10.7			8.5			16.4
Unrealized gains/(losses) on cash flow hedges		17.9			(1.5	)		1.7			(3.9	)
Other		(5.3	)		(2.3	)		(4.7	)		(3.6	)

Total comprehensive income	$	606.8		$	502.3		$	1,157.2		$	1,029.3

Accumulated other comprehensive income/(loss), as reflected in the Condensed Consolidated Balance Sheets, primarily consists of cumulative foreign currency translation adjustments and unrecognized pension and other retiree benefit costs.

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

6.	Earnings Per Share


	Three Months Ended
	June 30, 2008						June 30, 2007
	Income			Shares	Per Share		Income			Shares	Per Share
Net income	$	493.8					$	415.8
Preferred dividends		(6.9	)					(6.8	)

Basic EPS		486.9		507.1	$	0.96		409.0		511.0	$	0.80


Stock options and restricted stock				6.4						7.7
Convertible preference stock		6.9		23.1				6.8		25.5

Diluted EPS	$	493.8		536.6	$	0.92	$	415.8		544.2	$	0.76


	Six Months Ended
	June 30, 2008						June 30, 2007
	Income			Shares	Per Share		Income			Shares	Per Share
Net income	$	960.3					$	902.4
Preferred dividends		(14.1	)					(13.9	)

Basic EPS		946.2		508.1	$	1.86		888.5		511.8	$	1.74


Stock options and restricted stock				6.5						7.8
Convertible preference stock		14.1		23.4				13.9		25.9

Diluted EPS	$	960.3		538.0	$	1.78	$	902.4		545.5	$	1.65

7.	Income Taxes

The Company had unrecognized tax benefits of $194.8 as of June 30, 2008 and $199.3 as of December 31, 2007. If all of these unrecognized tax benefits were recognized, approximately $163 would impact the effective tax rate. It is possible that up to one-fourth of the amount of unrecognized tax benefits may be resolved in the next 12 months.

The Company recognizes interest expense related to the above unrecognized tax benefits within income tax expense. The Company had accrued interest of approximately $32 as of June 30, 2008 and $33 as of December 31, 2007.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and in many state and foreign jurisdictions. Although the statutes of limitations have not expired, all U.S. federal income tax returns for the periods ending on or before December 31, 2005 have been audited by and settled with the Internal Revenue Service (IRS). With a few exceptions, the Company is no longer subject to U.S. state and local income tax examination for the years prior to 2003. In addition, the Company has subsidiaries in various foreign jurisdictions that have statutes of limitations generally ranging from three to six years.

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

8.	Acquisitions and Divestitures

Consistent with the Company’s strategy to prioritize higher-margin businesses, the Company sold its household bleach businesses in Latin America, excluding Colombia, in 2007. The transaction included the sale of the bleach brands Agua Jane and Nevex in Uruguay and Venezuela, respectively, and the license of the Ajax brand for bleach during a transition period in the Dominican Republic and Ecuador. The transaction closed during the first quarter of 2007 with proceeds of $66.5, resulting in a pretax gain of $48.6 ($29.7 aftertax) included in Other (income) expense, net in 2007. These operations were not material to the Company’s annual Net sales, Net income or Earnings per share.

9.	Restructuring and Related Implementation Charges

The Company’s previously announced four-year restructuring and business-building program (the 2004 Restructuring Program) to enhance the Company’s global leadership position in its core businesses is progressing on schedule and is expected to be completed by December 31, 2008. On April 24, 2007, the Company expanded the 2004 Restructuring Program to encompass additional savings projects identified by the Company during the course of implementing the program. Including the expansion, the cost of implementing the four-year 2004 Restructuring Program is estimated to result in cumulative pretax charges, once all the projects are approved and implemented, totaling between $1,000 and $1,075 ($725 and $775 aftertax). It is estimated that the total cumulative pretax charges of implementing the 2004 Restructuring Program, once completed, will be comprised of the following: termination benefits (40%), incremental depreciation (20%), asset impairments (5%) and other charges consisting primarily of implementation-related charges resulting directly from exit activities (20%) and the implementation of new business strategies (15%). Over the course of the 2004 Restructuring Program, it is estimated that approximately 50%-60% of the charges will result in cash expenditures.

Restructuring and implementation-related charges are reflected in the income statement as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Cost of sales	$	11.0	$	34.7	$	36.9	$	66.4
Selling, general and administrative expenses		20.7		10.0		33.9		21.1
Other (income) expense, net		7.2		10.7		6.5		13.8

Total 2004 Restructuring Program charges, pretax	$	38.9	$	55.4	$	77.3	$	101.3

Total 2004 Restructuring Program charges, aftertax	$	29.5	$	41.7	$	50.7	$	71.6

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

Restructuring and implementation-related charges in the preceding table are recorded in the Corporate segment as these decisions are predominantly centrally directed and controlled and are not included in internal measures of segment operating performance.

Charges for the three months ended June 30, 2008 relate to the 2004 Restructuring Program in North America (41%), Europe/South Pacific (7%), Latin America (1%), Greater Asia/Africa (22%), Pet Nutrition (1%) and Corporate (28%). Charges for the six months ended June 30, 2008 relate to the 2004 Restructuring Program in North America (36%), Europe/South Pacific (17%), Latin America (1%), Greater Asia/Africa (12%), Pet Nutrition (7%) and Corporate (27%).

Since the inception of the 2004 Restructuring Program in December 2004, the Company has incurred total pretax cumulative charges of $982.7 ($713.8 aftertax) in connection with the implementation of various projects as follows:


	Cumulative Charges as of June 30, 2008
Termination Benefits	$	415.5
Incremental Depreciation		211.9
Asset Impairments		48.8
Other		306.5

Total cumulative 2004 Restructuring Program charges, pretax	$	982.7

The majority of costs incurred since inception relate to the following significant projects: the voluntary early retirement program in the U.S.; the closing of the Jeffersonville, Indiana oral care facility; the consolidation of toothpaste production in Europe; exiting certain manufacturing activities in other categories in Portugal, Denmark, Puerto Rico, Senegal and Kansas City, Kansas; and the realignment of sales, administrative and research and development functions in various locations around the world.

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

The following table summarizes the activity for the restructuring and implementation-related charges discussed above and the related accrual:


	Three Months Ended June 30, 2008
	Termination Benefits			Incremental Depreciation			Asset Impairments			Other			Total
Restructuring accrual at March 31, 2008	$	52.0		$	—		$	—		$	5.5		$	57.5
Charges		12.5			2.4			1.4			22.6			38.9
Cash payments		(33.7	)		—			—			(23.9	)		(57.6	)
Charges against assets		(0.4	)		(2.4	)		(1.4	)		23.6			19.4
Other		—			—			—			(8.1	)		(8.1	)
Foreign exchange		(0.2	)		—			—			0.1			(0.1	)

Restructuring accrual at June 30, 2008	$	30.2		$	—		$	—		$	19.8		$	50.0


	Six Months Ended June 30, 2008
	Termination Benefits			Incremental Depreciation			Asset Impairments			Other			Total
Restructuring accrual at December 31, 2007	$	54.6		$	—		$	—		$	9.0		$	63.6
Charges		21.7			10.4			(10.3	)		55.5			77.3
Cash payments		(48.7	)		—			—			(56.9	)		(105.6	)
Charges against assets		(0.4	)		(10.4	)		10.3			23.3			22.8
Other		(0.1	)		—			—			(8.4	)		(8.5	)
Foreign exchange		3.1			—			—			(2.7	)		0.4

Restructuring accrual at June 30, 2008	$	30.2		$	—		$	—		$	19.8		$	50.0

Termination benefits incurred pursuant to the 2004 Restructuring Program are calculated based on long-standing benefit practices, local statutory requirements and, in certain cases, voluntary termination arrangements. Termination benefits also include pension enhancements, amounting to $0.4 in both the three and six months ended June 30, 2008, which are reflected as Charges against assets within Termination benefits in the preceding table, as the corresponding balance sheet amounts are reflected as a reduction of pension assets. During the first half of 2008, the Company made an $18.8 voluntary contribution to partially fund this obligation.

Incremental depreciation was recorded to reflect changes in useful lives and estimated residual values for long-lived assets that will be taken out of service prior to the end of their normal service period. Asset impairments have been recorded to write down assets held for sale or disposal to their fair value based on amounts expected to be realized. Within Asset impairments, charges are net of gains realized on the sale of assets.

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

Other charges primarily consist of implementation-related charges resulting directly from exit activities and the implementation of new strategies as a result of the 2004 Restructuring Program. These charges include ramp-down costs related to the closure of existing facilities, start-up costs for new facilities and third-party incremental costs related to the development and implementation of new business and strategic initiatives. During the three and six months ended June 30, 2008, charges related to start-up costs for new manufacturing facilities were $1.5 and $2.6, respectively, and costs incurred for the development and implementation of new business and strategic initiatives were $15.8 and $25.7, respectively. Since the inception of the 2004 Restructuring Program in December 2004, the Company has incurred $43.3 of charges related to start-up costs for new manufacturing facilities and $96.0 of costs for the development and implementation of new business and strategic initiatives. All costs relating to start-up costs for new facilities and third-party incremental costs related to the development and implementation of new business and strategic initiatives are expensed as incurred.

10.	Retirement Plans and Other Retiree Benefits

Components of net periodic benefit cost for the three and six months ended June 30, 2008 and 2007 were as follows:


	Pension Benefits												Other Retiree Benefits
	United States						International
	Three Months Ended June 30,
	2008			2007			2008			2007			2008			2007
Service cost	$	10.2		$	12.3		$	7.5		$	5.8		$	2.5		$	3.2
Interest cost		23.9			23.1			11.8			9.5			8.0			8.2
Annual ESOP allocation		—			—			—			—			(2.1	)		(3.5	)
Expected return on plan assets		(28.5	)		(28.2	)		(12.3	)		(7.3	)		(0.6	)		(0.5	)
Amortization of transition & prior service costs (credits)		0.9			1.5			0.3			0.2			(0.1	)		(0.1	)
Amortization of actuarial loss		1.8			4.3			0.5			1.9			2.2			3.0

Net periodic benefit cost	$	8.3		$	13.0		$	7.8		$	10.1		$	9.9		$	10.3


	Pension Benefits												Other Retiree Benefits
	United States						International
	Six Months Ended June 30,
	2008			2007			2008			2007			2008			2007
Service cost	$	20.2		$	23.4		$	12.1		$	11.4		$	5.2		$	6.5
Interest cost		47.4			45.1			21.2			17.7			17.0			16.3
Annual ESOP allocation		—			—			—			—			(4.5	)		(7.1	)
Expected return on plan assets		(57.0	)		(54.6	)		(19.6	)		(13.7	)		(1.3	)		(1.0	)
Amortization of transition & prior service costs (credits)		1.8			3.0			0.5			0.5			(0.1	)		(0.1	)
Amortization of actuarial loss		3.1			9.1			1.4			3.6			4.5			6.0

Net periodic benefit cost	$	15.5		$	26.0		$	15.6		$	19.5		$	20.8		$	20.6

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

For the six months ended June 30, 2008 and 2007 the Company made voluntary contributions of $35.0 and $45.0, respectively (including $18.8 and $34.5, respectively, related to restructuring, refer to Note 9, “Restructuring Activities”), to its U.S. postretirement plans.

11.	Contingencies

The Company is contingently liable with respect to lawsuits, environmental matters, taxes and other matters arising in the normal course of business.

Management proactively reviews and monitors the Company’s exposure to, and the impact of, environmental matters. The Company is a potentially responsible party to various environmental matters and, as such, may be responsible for all or a portion of the cleanup, restoration and post-closure monitoring of several sites. Substantially all of the Company’s potential liability for these matters relates to a single superfund site associated with a prior acquisition. With respect to that site, substantially all of the Company’s potential liability has been acknowledged in writing as being covered by the Company’s insurance carriers, which are presently making all their required payments and are expected to continue to do so in the future. While it is possible that the nonperformance of other potentially responsible parties or the Company’s insurance carriers could affect the cash flows and results of operations in any particular quarter or year, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for, will not have a material impact on the financial position or on-going results of operations and cash flows of the Company.

As a matter of course, the Company is regularly audited by the IRS and other tax authorities around the world in countries where it conducts business. In this regard, the IRS has completed its examination of the Company’s federal income tax returns through 2005. The amount of additional tax involved as a result of assessments arising from the IRS did not have a material impact on the financial position, results of operations or cash flows of the Company.

In May 2006, one of the Company’s subsidiaries received an assessment from the Mexican tax authorities totaling approximately $685, at the current exchange rate, including interest and penalties, challenging Value Added Tax (VAT) credits claimed in the subsidiary’s 2000 and 2001 VAT returns. In December 2006, another subsidiary of the Company received an income tax assessment from the Mexican tax authorities for the year 1999 totaling approximately $195, at the current exchange rate, including interest and penalties, challenging the transfer pricing on transactions between that subsidiary and another of the Company’s subsidiaries located in the United States. In April 2008, the same subsidiary of the Company received a similar income tax assessment from the Mexican tax authorities for the years 2000 and 2001 totaling approximately $745, at the current exchange rate, including interest and penalties. The Company, through its subsidiary, requested and received in 1999 a written advance ruling from the Mexican tax authorities for both VAT and income tax matters on which the Company relied in subsequently claiming on its returns the VAT credits and income tax treatment to which these assessments relate. The Company believes, based on the advice of outside counsel, that its tax filings are in full compliance with the written advance ruling and applicable tax law and regulations. However, the Company has entered into settlement discussions with the Mexican tax authorities regarding these matters. If such discussions are not resolved to the

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

Company’s satisfaction, it intends to vigorously challenge the assessments in the Mexican court system and through discussions between Mexican and U.S. government authorities pursuant to the income tax treaty between the countries. Although there can be no assurances, the Company believes, based on the advice of outside counsel, that ultimately it will prevail in the VAT matter and that the transfer pricing dispute will not result in a material financial exposure to the Company.

In 1995, the Company acquired the Kolynos oral care business from Wyeth (formerly American Home Products) (the Seller), as described in the Company’s Form 8-K dated January 10, 1995. On September 8, 1998, the Company’s Brazilian subsidiary received notice of an administrative proceeding from the Central Bank of Brazil primarily taking issue with certain foreign exchange filings made with the Central Bank in connection with the financing of this strategic transaction but in no way challenging or seeking to unwind the acquisition. The Central Bank of Brazil in January 2001 notified the Company of its decision in this administrative proceeding to impose a fine which, at the current exchange rate, approximates $164. The Company appealed the imposition of the fine to the Brazilian Monetary System Appeals Council (the Council), and on January 30, 2007, the Council decided the appeal in the Company’s favor, dismissing the fine entirely.

In addition, the Brazilian internal revenue authority has disallowed interest deductions and foreign exchange losses taken by the Company’s Brazilian subsidiary for certain years in connection with the financing of the Kolynos acquisition. The tax assessments with interest, at the current exchange rate, approximate $139. The Company has been disputing the disallowances by appealing the assessments within the internal revenue authority’s appellate process with the following results to date:

•

In June 2005, the First Board of Taxpayers ruled in the Company’s favor and allowed all of the previously claimed deductions for 1996 through 1998, which represent more than half of the total exposure. The tax authorities have appealed this decision to the next administrative level.

•

In March 2007, the First Board of Taxpayers ruled in the Company’s favor and allowed all of the previously claimed deductions for 1999 through 2001, which represent the remaining exposure. The tax authorities have appealed this decision to the next administrative level.

In the event of an adverse decision within the internal revenue authority’s appellate process, further appeals are available within the Brazilian federal courts. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel and other advisors, that the disallowances are without merit and that the Company should prevail on appeal either at the administrative level or, if necessary, in the Brazilian federal courts. The Company intends to challenge these assessments vigorously.

In addition, Brazilian prosecutors reviewed the foregoing transactions as part of an overall examination of all international transfers of Reais through non-resident current accounts during the 1992 to 1998 time frame, a review that the Company understands involved hundreds and possibly thousands of other individuals and companies unrelated to the Company. At the request of these prosecutors, in February 2004, a federal judge agreed to authorize criminal charges against certain

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

current and former officers of the Company’s Brazilian subsidiary based on the same allegations made in the Central Bank and tax proceedings discussed above. Management believes, based on the opinion of its Brazilian legal counsel, that these officers behaved in all respects properly and in accordance with the law in connection with the financing of the Kolynos acquisition. Management intends to support and defend these officers vigorously.

In 2002, the Brazilian Federal Public Attorney filed a civil action against the federal government of Brazil, Laboratorios Wyeth-Whitehall Ltda., the Brazilian subsidiary of the Seller, and the Company, as represented by its Brazilian subsidiary, seeking to annul an April 2000 decision by the Brazilian Board of Tax Appeals that found in favor of the Seller’s subsidiary on the issue of whether it had incurred taxable capital gains as a result of the divestiture of Kolynos. The action seeks to make the Company’s Brazilian subsidiary jointly and severally liable for any tax due from the Seller’s subsidiary. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel, that the Company should ultimately prevail in this action. The Company intends to challenge this action vigorously.

In December 2005, the Brazilian internal revenue authority issued to the Company’s Brazilian subsidiary a tax assessment with interest and penalties of approximately $72 at the current exchange rate, based on a claim that certain purchases of U.S. Treasury bills by the subsidiary and their subsequent disposition during the period 2000 to 2001 were subject to a tax on foreign exchange transactions. The Company is disputing the assessment within the internal revenue authority’s administrative appeals process. In October 2007, the Second Board of Taxpayers ruled in favor of the internal revenue authority. The Company intends to appeal this decision to the next administrative level. Although there can be no assurances, management believes, based on the advice of its Brazilian legal counsel, that the tax assessment is without merit and that the Company should prevail either through administrative appeal or, if necessary, through further appeal in the Brazilian federal courts. The Company intends to challenge this assessment vigorously.

During the period from February 2006 to April 2008, the Company learned that investigations relating to potential competition law violations involving the Company’s subsidiaries had been commenced by governmental authorities in France, Germany, Romania, Switzerland and the United Kingdom. In June 2008, the Company learned that additional such investigations had been commenced by authorities in Italy, the Netherlands, Spain and the European Union. The Company understands that many of these investigations also involve other consumer goods companies. At this time, no formal claim for a fine or penalty has been made against the Company in any of the above matters. The Company’s policy is to comply with antitrust and competition laws and, if a violation of any such laws is found, to take appropriate remedial action and to cooperate fully with any related governmental inquiry. In February 2008, the federal competition authority in Germany imposed fines on four of the Company’s competitors, but the Company was not fined due to its cooperation with the German authorities, consistent with this policy. The Company has undertaken a comprehensive review of its selling practices and related competition law compliance in Europe and elsewhere and, where the Company has identified a lack of compliance, it is undertaking remedial action. While the Company cannot predict the final financial impact of these competition law issues as these matters may change, the Company has taken and will, if necessary, take additional reserves as appropriate.

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

In October 2007, a putative class action claiming that certain aspects of the cash balance portion of the Colgate-Palmolive Company Employees’ Retirement Income Plan (the Plan) do not comply with the Employee Retirement Income Security Act was filed against the Plan and the Company in the United States District Court for the Southern District of New York. Specifically, Proesel, et al. v. Colgate-Palmolive Company Employees’ Retirement Income Plan, et al. alleges improper calculation of lump sum distributions, age discrimination and failure to satisfy minimum accrual requirements, thereby resulting in the underpayment of benefits to Plan participants. Two other putative class actions filed earlier in 2007, Abelman, et al. v. Colgate-Palmolive Company Employees’ Retirement Income Plan, et al., in the United States District Court for the Southern District of Ohio, and Caufield v. Colgate-Palmolive Company Employees’ Retirement Income Plan, in the United States District Court for the Southern District of Indiana, both alleging improper calculation of lump sum distributions and, in the case of Abelman, claims for failure to satisfy minimum accrual requirements, have been transferred to the Southern District of New York. The relief sought in the three actions includes recalculation of benefits in unspecified amounts, pre- and post-judgment interest, injunctive relief and attorneys’ fees. None of the actions has been certified as a class action as yet. The Company intends to contest these actions vigorously.

While it is possible that the Company’s cash flows and results of operations in a particular quarter or year could be materially affected by the impact of the above noted contingencies, it is the opinion of management that these matters will not have a material impact on the Company’s financial position, on-going results of operations or cash flows.

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

12.	Segment Information

The Company evaluates segment performance based on several factors, including Operating profit. The Company uses Operating profit as a measure of the operating segment performance because it excludes the impact of corporate-driven decisions related to interest expense and income taxes. Corporate operations include restructuring and related implementation costs, stock-based compensation related to stock options and restricted stock awards, research and development costs, Corporate overhead costs, gains and losses on sales of non-core product lines and assets and, in 2007, the impact on Operating profit of a limited voluntary recall of certain Hill’s Pet Nutrition feline products. The Company reports these items within Corporate operations as they relate to Corporate-based responsibilities and decisions and are not included in the internal measures of segment operating performance used by the Company in order to measure the underlying performance of the business segments. Net sales and Operating profit by segment were as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net sales
Oral, Personal and Home Care
North America	$	715.1		$	671.5		$	1,424.6		$	1,333.9
Latin America		1,065.1			860.9			2,010.6			1,651.2
Europe/South Pacific		966.7			844.9			1,866.7			1,626.5
Greater Asia/Africa		670.4			570.3			1,325.2			1,118.8

Total Oral, Personal and Home Care		3,417.3			2,947.6			6,627.1			5,730.4
Pet Nutrition		547.5			457.8			1,050.7			888.9

Total Net sales	$	3,964.8		$	3,405.4		$	7,677.8		$	6,619.3


Operating profit
Oral, Personal and Home Care
North America	$	169.8		$	161.6		$	333.9		$	313.8
Latin America		294.5			246.9			574.5			492.2
Europe/South Pacific		202.1			187.1			394.5			365.8
Greater Asia/Africa		105.1			87.0			210.8			168.4

Total Oral, Personal and Home Care		771.5			682.6			1,513.7			1,340.2
Pet Nutrition		129.9			122.0			257.3			237.6
Corporate		(134.4	)		(147.0	)		(280.3	)		(269.1	)

Total Operating profit	$	767.0		$	657.6		$	1,490.7		$	1,308.7

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

13.	Fair Value Measurements

The Company adopted SFAS No. 157, “Fair Value Measurements” (SFAS 157), on January 1, 2008. SFAS 157 applies to all assets and liabilities that are being measured and reported on a fair value basis. As defined in SFAS 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

SFAS 157 establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement.

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level within the fair value hierarchy:


	Fair Value Measurements at June 30, 2008
	Level 1		Level 2			Level 3		Total
Marketable securities	$	20.7	$	—		$	—	$	20.7
Available-for-sale securities		5.9		—			—		5.9
Derivatives, net		10.8		(21.7	)		—		(10.9	)

Marketable securities and available-for-sale securities are included within Other current assets and Other assets, respectively, in the Condensed Consolidated Balance Sheets for each period presented. Marketable securities generally consist of bank deposits with original maturities greater than 90 days. Available-for-sale securities are valued using quoted prices on an active exchange.

Derivatives, net consist of interest rate, foreign currency and commodity contracts. The Company utilizes interest rate swap contracts to manage its targeted mix of fixed and floating rate debt, and these swaps are valued using observable benchmark rates at commonly quoted intervals for the full term of the swaps. Forward and swap contracts are utilized to hedge a portion of the Company’s foreign currency purchases, assets and liabilities created in the normal course of business and the net investment in certain foreign subsidiaries. These contracts generally have durations no greater than 18 months and are valued using observable forward rates in commonly quoted intervals for the full term of the contracts. Commodity contracts are utilized to hedge the purchases of raw materials used in the Company’s operations. These contracts generally have durations no greater than 18 months and are measured using quoted commodity exchange prices.

COLGATE-PALMOLIVE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Millions Except Share and Per Share Amounts)

(Unaudited)

In February 2008, the FASB issued Staff Position No. 157-2, which delays the effective date of SFAS 157 for one year for all nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. Based on this guidance, the Company expects to adopt the provisions of SFAS 157 as they relate to long-lived assets, including goodwill and intangibles, effective January 1, 2009, which is not expected to have a material impact on the Company’s financial statements. Each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment using the income approach, a valuation technique under which estimated future cash flows are discounted to their present value to calculate fair value.

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)

Executive Overview

Colgate-Palmolive Company seeks to deliver strong, consistent business results and superior shareholder returns by providing consumers on a global basis with products that make their lives healthier and more enjoyable.

To this end, the Company is tightly focused on two product segments: Oral, Personal and Home Care; and Pet Nutrition. Within these segments, the Company follows a closely defined business strategy to develop and increase market leadership positions in key product categories. These product categories are prioritized based on their capacity to maximize the use of the organization’s core competencies and strong global equities and to deliver sustainable long-term growth.

Operationally, the Company is organized along geographic lines with specific regional management teams having responsibility for the business and financial results in each region. The Company competes in more than 200 countries and territories worldwide with established businesses in all regions contributing to the Company’s sales and profitability. This geographic diversity and balance helps to reduce the Company’s exposure to business and other risks in any one country or part of the world.

The Oral, Personal and Home Care segment is operated through four reportable operating segments: North America, Latin America, Europe/South Pacific and Greater Asia/Africa, all of which sell to a variety of retail and wholesale customers and distributors. The Company, through Hill’s Pet Nutrition, also competes on a worldwide basis in the pet nutrition market, selling its products principally through the veterinary profession and specialty pet retailers.

On an on-going basis, management focuses on a variety of key indicators to monitor business health and performance. These indicators include market share, sales (including volume, pricing and foreign exchange components), gross profit margin, operating profit, net income and earnings per share as well as measures used to optimize the management of working capital, capital expenditures, cash flow and return on capital. The monitoring of these indicators, as well as the Company’s corporate governance practices (including the Company’s Code of Conduct), are used to ensure that business health and strong internal controls are maintained.

To achieve its business and financial objectives, the Company focuses the organization on initiatives to drive and fund growth. The Company seeks to capture significant opportunities for growth by identifying and meeting consumer needs within its core categories, through its focus on innovation and the deployment of valuable consumer and shopper insights in the development of successful new products regionally, which are then rolled out on a global basis. To enhance these efforts, the Company has developed key initiatives to build strong relationships with consumers, dental and veterinary professionals and retail customers. Growth opportunities are greater in those areas of the world in which economic development and rising consumer incomes expand the size and number of markets for the Company’s products.

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)

The investments needed to fund this growth are developed through continuous, Company-wide initiatives to lower costs and increase effective asset utilization through which the Company seeks to become even more effective and efficient throughout its businesses. The Company also continues to prioritize its investments toward its higher margin businesses, specifically Oral Care, Personal Care and Pet Nutrition.

Consistent with the Company’s strategy to prioritize higher margin businesses, in the fourth quarter of 2006 the Company announced its agreement to sell its household bleach businesses in Latin America and Canada. The transaction closed in Canada during the fourth quarter of 2006. In the Latin American countries, the transaction closed during the first quarter of 2007 with the exception of Colombia, where the transaction did not receive regulatory approval and the parties have agreed not to proceed with the sale.

The Company’s previously announced four-year restructuring and business-building program (the 2004 Restructuring Program) to enhance the Company’s global leadership position in its core businesses is progressing on schedule and is expected to be completed by December 31, 2008. On April 24, 2007, the Company expanded the 2004 Restructuring Program to encompass additional savings projects identified by the Company during the course of implementing the program. Including the expansion, the cost of implementing the four-year 2004 Restructuring Program is estimated to result in cumulative pretax charges, once all the projects are approved and implemented, totaling between $1,000 and $1,075 ($725 and $775 aftertax). Over the course of the 2004 Restructuring Program, it is estimated that approximately 50%-60% of the charges will result in cash expenditures. Once all projects are implemented, savings are projected to be in the range of $425 and $475 pretax ($325 and $350 aftertax) annually, substantially all of which is expected to increase future cash flows.

While the Company expects market conditions to remain highly competitive throughout 2008, the Company believes it is well-positioned for continued growth. Increasing material and commodity costs, and the extent to which the Company is able to offset them through selling price increases and cost-savings initiatives, will impact gross profit margins in the near-term. Over the long-term, the Company’s continued focus on its consumer products business, the strength of its global brand names, its broad international presence in both developed and developing markets and its strong capital base all position it to take advantage of growth opportunities and to increase profitability and shareholder value.

Results of Operations

Worldwide Net sales were $3,964.8 in the second quarter of 2008, up 16.5% from the second quarter of 2007 driven by volume growth of 5.0%, net selling price increases of 4.5% and a positive foreign exchange impact of 7.0%.

Net sales in the Oral, Personal and Home Care segment were $3,417.3 in the second quarter of 2008, up 16.0% from the second quarter of 2007 driven by volume growth of 5.0%, net selling price increases of 3.5% and a positive foreign exchange impact of 7.5%.

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)

Net sales in North America increased 6.5% in the second quarter of 2008 to $715.1 driven by volume growth of 4.5%, net selling price increases of 1.5% and a positive foreign exchange impact of 0.5%. Products contributing to the growth in oral care included Colgate Total Advanced Clean, Colgate Total Advanced Whitening, Colgate Max Fresh and Colgate Sensitive toothpastes, Colgate 360°, Colgate 360° Sensitive and Colgate 360° Deep Clean manual toothbrushes and Colgate 360° Sonic Power battery toothbrush. Successful new products in other categories contributing to growth include Irish Spring Moisture Blast and Irish Spring Reviving Mint body wash for men, Softsoap brand SPA Radiant body wash and liquid hand soap, Softsoap brand foaming liquid hand soap in new fragrances and Softsoap brand Body Butter Coconut Scrub moisturizing body wash. Operating profit in North America increased 5% in the second quarter of 2008 to $169.8, reflecting increased sales and the benefits from restructuring and other efficiency programs, partially offset by higher raw and packaging material costs.

Net sales in Latin America increased 23.5% in the second quarter of 2008 to $1,065.1 as a result of 7.5% volume growth, net selling price increases of 8.5% and a positive foreign exchange impact of 7.5%. Volume growth was led by Mexico, Brazil, Venezuela, Colombia and Argentina. Products contributing to the growth in oral care included Colgate Total Professional Clean and Colgate Max White toothpastes, Colgate 360°, Colgate 360° Sensitive and Colgate Max Fresh manual toothbrushes, Colgate 360° MicroSonic battery toothbrush and Colgate Plax Whitening and Colgate Plax Ice mouthwashes. Products contributing to growth in other categories include Palmolive Naturals Yogurt and Fruits and Protex Oats bar soaps, Palmolive bar soap and shower gel with ingredients from the Amazon, Lady Speed Stick Double Defense multi-form deodorants, Palmolive Caprice shampoo, Protex Oats shower gel and Suavitel Magic Moments fabric conditioner. Operating profit in Latin America increased 19% in the second quarter of 2008 to $294.5, reflecting increased sales and gross profit margins partially offset by higher levels of advertising.

Net sales in Europe/South Pacific increased 14.5% in the second quarter of 2008 to $966.7 as a result of 0.5% volume growth and a 14.0% positive impact of foreign exchange. Volume growth in the GABA business, the United Kingdom, Poland, Greece, Germany, the Baltic States and Australia more than offset volume declines in France and Italy due to challenging market conditions. Products contributing to growth in oral care include Colgate Total, Colgate Max Fresh and Colgate Max White toothpastes, Colgate 360°, Colgate 360° Sensitive and Colgate Max Fresh manual toothbrushes, Colgate 360° Sonic Power battery toothbrush and Colgate Plax Whitening mouth rinse. Products contributing to growth in other product categories include Palmolive Pure Cashmere Intense Nourishment, Palmolive Naturals Cherry Blossom and Palmolive Tahiti Pearl shower gels, Ajax Professional bucket dilutable and Ajax Professional glass cleaners and Soupline Magic Moments fabric conditioner. Operating profit in Europe/South Pacific increased 8% in the second quarter of 2008 to $202.1, reflecting increased sales partially offset by higher levels of advertising.

Net sales in Greater Asia/Africa increased 17.5% in the second quarter of 2008 to $670.4 driven by volume growth of 7.5%, net selling price increases of 4.5% and a positive foreign exchange impact of 5.5%. Sales growth for the three months ended June 30, 2008 was reduced by 0.5% versus the comparable period of 2007 as a result of the Company’s divestment of its fabric care business in Senegal. Excluding the impact of this divestment, Net sales increased 18.0% on volume growth of 8.0%. The strong volume growth was led by India, Russia, Ukraine, Malaysia, Thailand, Philippines, Vietnam, South Africa, the Gulf States and the Greater China region. Successful new products driving the oral care growth include Colgate Total Professional Clean, Colgate Max Fresh, Colgate 360° Whole Mouth Clean

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)

and Darlie Salt White toothpastes, Colgate 360° Sensitive and Colgate 360° Deep Clean manual toothbrushes, and Plax Overnight Herbal Sensations mouthwash. New products contributing to growth in other categories in the region include Palmolive Nutra-Oil shower gel, Palmolive Thermal Spa Nourishing Boost shower gel, bar soap and liquid hand soap, Palmolive Pure Cashmere shower cream and bar soap, and Protex Icy Cool bar soap. Operating profit in Greater Asia/Africa increased 21% in the second quarter of 2008 to $105.1, reflecting increased sales and gross profit margins partially offset by higher levels of advertising.

Net sales for the Hill’s Pet Nutrition segment increased 19.5% in the second quarter of 2008 to $547.5 driven by volume growth of 6.0%, an increase in net selling prices of 8.0% and a positive foreign exchange impact of 5.5%. Strong performers within the U.S. specialty pet channel included Science Diet Adult Large Breed Canine, Science Diet Adult Lamb Meal & Rice Recipe Small Bites Canine and Science Diet Nature’s Best Canine. Science Diet Indoor Cat Adult, Science Diet Nature’s Best Feline and Science Diet Tender Chunks in Gravy Feline pouches contributed to growth in feline. Prescription Diet c/d Multicare Feline, Prescription Diet d/d Canine, Prescription Diet r/d Feline and Prescription Diet w/d Feline drove growth in the U.S. veterinary channel. Internationally, volume growth was led by Italy, France, Germany, Belgium, the Netherlands, Australia, Taiwan, Thailand, Poland, Venezuela and Hong Kong. New pet food products contributing to the international growth include Science Plan Canine and Feline Nature’s Best, Science Plan Chunks in Gravy Feline pouches and Prescription Diet Hypo Allergenic Canine treats. Operating profit increased 6% in the second quarter of 2008 to $129.9, reflecting increased sales partially offset by lower gross profit margins as a result of higher costs for agricultural commodities and higher levels of advertising.

Worldwide Net sales were $7,677.8 in the first half of 2008, up 16.0% from the first half of 2007 driven by volume growth of 5.0%, net selling price increases of 3.5% and a positive foreign exchange impact of 7.5%.

Net sales in the Oral, Personal and Home Care segment were $6,627.1 in the first half of 2008, up 15.5% from 2007 driven by volume growth of 5.0%, net selling price increases of 3.0% and a positive foreign exchange impact of 7.5%. The 2007 divestment of the Latin American household bleach business and the 2008 divestment of the fabric care business in Senegal reduced sales growth for the six months ended June 30, 2008 by 0.5% versus the comparable period of 2007. Excluding these divestments, sales increased 16.0% on volume growth of 5.5%. Within this segment, North America sales increased 7.0% driven by volume growth of 4.5% and net selling price increases of 1.5%, Latin America sales increased 22.0% on volume growth of 7.0% and net selling price increases of 7.5%, Europe/South Pacific sales increased 15.0% on volume growth of 2.0% and Greater Asia/Africa sales increased 18.5% on volume growth of 7.5% and net selling price increases of 4.0%, with the remainder of the increase in each region due to positive foreign exchange. The 2007 divestment of the Latin American household bleach business and the 2008 divestment of the Senegal fabric care business reduced sales growth for the six months ended June 30, 2008 by 0.5% versus the comparable period of 2007 for each of the Latin America and Greater Asia/Africa regions. Excluding the impact of these divestments, sales increased 22.5% for Latin America and 19.0% for Greater Asia/Africa on volume growth of 7.5% and 8.0%, respectively.

Net sales for the Hill’s Pet Nutrition segment increased 18.0% in the first half of 2008 to $1,050.7 driven by volume growth of 5.0%, net selling price increases of 7.5% and a positive foreign exchange impact of

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)

5.5%. Like most North American pet food producers, Hill’s Pet Nutrition was affected by the U.S. Food and Drug Administration’s pet food recall in March 2007. Hill’s Pet Nutrition took the precaution of conducting a voluntary recall of a small number of its products that may have been affected. These products accounted for less than 0.5% of Hill’s Pet Nutrition’s annual 2007 Net sales. Hill’s Pet Nutrition’s Operating profit for the first six months of 2007 does not reflect the impact of the recall as those costs have been included in the Corporate Segment.

Operating profit (loss) related to Corporate decreased to ($134.4) in the second quarter of 2008 from ($147.0) in the comparable period of 2007, primarily due to lower restructuring and implementation-related charges. Operating profit (loss) related to Corporate increased to ($280.3) in the first half of 2008 from ($269.1) in the comparable period of 2007, primarily due to the gain on sale of non-core product lines included in the results for the first six months of 2007, offset by lower restructuring and implementation-related charges. The changes in Corporate Operating profit (loss) are summarized in the following table:


	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
2004 Restructuring Program	$	(38.9	)	$	(55.4	)	$	(77.3	)	$	(101.3	)
Gain on sale of non-core product lines		—			—			—			48.6
Hill’s limited voluntary recall		—			—			—			(13.6	)
Other Corporate		(95.5	)		(91.6	)		(203.0	)		(202.8	)

Corporate Operating profit (loss)	$	(134.4	)	$	(147.0	)	$	(280.3	)	$	(269.1	)


Restructuring and implementation-related charges are reflected in the following income statement categories:

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Cost of sales	$	11.0		$	34.7		$	36.9		$	66.4
Selling, general and administrative expenses		20.7			10.0			33.9			21.1
Other (income) expense, net		7.2			10.7			6.5			13.8

Total 2004 Restructuring Program charges, pretax	$	38.9		$	55.4		$	77.3		$	101.3

Total 2004 Restructuring Program charges, aftertax	$	29.5		$	41.7		$	50.7		$	71.6

For additional information regarding the Company’s 2004 Restructuring Program, refer to Note 9, “Restructuring and Related Implementation Charges,” of the Notes to Condensed Consolidated Financial Statements.

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)

Worldwide gross profit margin increased to 56.5% in the second quarter of 2008 from 56.0% in the second quarter of 2007 and increased to 56.5% in the first half of 2008 from 56.2% in the first half of 2007. Restructuring and implementation-related charges lowered the reported gross profit margin by 30 basis points (bps) and 110 bps in the second quarter of 2008 and 2007, respectively, and lowered the reported gross profit margin by 50 bps and 100 bps in the first half of 2008 and 2007, respectively. Excluding the impact of the 2004 Restructuring Program, gross profit margin was 56.8% and 57.1% in the second quarter of 2008 and 2007, respectively, and 57.0% and 57.2% in the first half of 2008 and 2007, respectively. For both periods presented, increases in raw and packaging material costs were largely offset by higher pricing, a continued focus on cost-savings programs and a shift toward higher-margin products.

Selling, general and administrative expenses as a percentage of Net sales remained consistent at 35.9% in the second quarters of 2008 and 2007 and decreased slightly to 36.1% of Net sales in the first half of 2008 from 36.2% in the first half of 2007 reflecting increased advertising costs offset by a continued focus on cost-savings programs. In the second quarter of 2008 advertising increased 18% to $462.1 as compared with $391.1 in 2007. In the first half of 2008 advertising increased 17% to $876.2 as compared with $747.4 in 2007.

Other (income) expense, net increased $23.0 from $27.1 in the second quarter of 2007 to $50.1 in the second quarter of 2008 and increased $59.3 from $18.0 in the first half of 2007 to $77.3 in the first half of 2008. The second quarter of 2008 includes a $13.0 provision in Corporate related to legal and environmental costs. Additionally, the first half of 2007 includes a pretax gain of ($48.6) related to the sale of the Company’s household bleach business in Latin America. Offsetting the above was a decrease in expenses related to the Company’s 2004 Restructuring Program of $3.5 from $10.7 in the second quarter of 2007 to $7.2 in the second quarter of 2008 and of $7.3 from $13.8 in the first half of 2007 to $6.5 in the first half of 2008. Other (income) expense, net in the first half of 2007 also includes $12.6 of charges related to the limited voluntary recall of certain Hill’s Pet Nutrition feline products.

Operating profit increased 17% to $767.0 in the second quarter of 2008 from $657.6 in 2007, benefiting from a $16.5 decrease in charges related to the 2004 Restructuring Program compared to the second quarter of 2007. Restructuring and implementation-related charges were $38.9 and $55.4 for the second quarter of 2008 and 2007, respectively. Operating profit increased 14% to $1,490.7 in the first half of 2008 from $1,308.7 in 2007, benefiting from a $24.0 decrease in charges related to the 2004 Restructuring Program compared to the first half of 2007. Restructuring and implementation-related charges were $77.3 and $101.3 for the first half of 2008 and 2007, respectively. Additionally, the first half of 2007 includes the negative impact of $13.6 related to the limited voluntary recall of certain Hill’s Pet Nutrition feline products as well as a $48.6 gain related to the sale of the Company’s household bleach business in Latin America. Excluding the impact of the 2004 Restructuring Program and other items, operating profit increased 13% in the second quarter of 2008 and 14% in the first half of 2008, determined as follows:

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)


	Three Months Ended June 30,					Six Months Ended June 30,
	2008		2007		% Change	2008		2007			% Change
Operating profit, GAAP	$	767.0	$	657.6	17%	$	1,490.7	$	1,308.7		14%
2004 Restructuring Program		38.9		55.4			77.3		101.3
Gain on sale of non-core product lines		—		—			—		(48.6	)
Hill’s limited voluntary recall		—		—			—		13.6

Operating profit, non-GAAP	$	805.9	$	713.0	13%	$	1,568.0	$	1,375.0		14%

Interest expense, net decreased to $25.4 and $59.1 for the three and six months ended June 30, 2008, respectively, as compared with $40.4 and $83.1 in the comparable periods of 2007, due to lower average interest rates and higher cash balances.

The quarterly provision for income taxes is determined based on the Company’s estimated full year effective tax rate, adjusted by the amount of tax attributable to infrequent and unusual items that are separately recognized on a discrete basis in the income tax provision in the quarter in which they occur. The Company’s current estimate of its full year effective income tax rate before discrete period items is 33.0%, an increase from the 2007 tax rate of 32.0%. The 2008 estimated full year effective tax rate reflects higher U.S. taxes as a result of increased remittances of overseas earnings partially offset by a change in mix of income in foreign tax rate jurisdictions.

The tax rates for the second quarter of 2008 and 2007 were impacted by the Company’s 2004 Restructuring Program, resulting in effective tax rates of 33.4% and 32.6%, respectively. The tax rate for the first half of 2008 was also impacted by 10 bps due to the Company’s 2004 Restructuring Program. The impact of the 2004 Restructuring Program on an individual period will depend upon the countries and the projects involved. Over its duration, charges associated with the 2004 Restructuring Program are projected to generate tax benefits at a rate between 25% and 30%.

The 2007 first half effective tax rate of 26.4% was impacted by the recognition of $73.9, 600 bps, of tax benefits as a result of the reduction of a tax loss carryforward valuation allowance in Brazil of $94.6, partially offset by tax provisions for the recapitalization of certain overseas subsidiaries, the sale of the household bleach business in Latin America (30 bps), the Hill’s Pet Nutrition voluntary recall, 10 bps, and charges from the 2004 Restructuring Program (20 bps).

Net income for the second quarter of 2008 increased 19% to $493.8 from $415.8 in the comparable 2007 period, and earnings per common share on a diluted basis increased to $0.92 per share compared with $0.76 per share in the comparable 2007 period. Net income for the second quarter of 2008 and 2007 includes $29.5 ($0.06 per share) and $41.7 ($0.08 per share), respectively, of charges related to the Company’s 2004 Restructuring Program.

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)

Net income for the first half of 2008 increased 6% to $960.3 from $902.4 in the comparable 2007 period, and earnings per common share on a diluted basis increased to $1.78 per share compared with $1.65 per share in the comparable 2007 period. Net income for the first half of 2008 included $50.7 ($0.10 per share) of charges related to the Company’s 2004 Restructuring Program. Net income for the first half of 2007 included a $29.7 gain ($0.05 per share) related to the sale of the Company’s household bleach business in Latin America and an income tax benefit of $73.9 ($0.14 per share) related to the tax items noted above. Such benefits were partially offset by $71.6 ($0.13 per share) of charges related to the Company’s 2004 Restructuring Program and $8.2 ($0.02 per share) of charges related to the limited voluntary recall of certain Hill’s Pet Nutrition feline products.

Net sales and volume growth, both worldwide and in relevant geographic divisions, are discussed in this Quarterly Report on Form 10-Q both on a GAAP basis and excluding divestments (non-GAAP). Management believes these non-GAAP financial measures provide useful supplemental information to investors as they allow investors to compare Net sales and volume growth from on-going operations on a period-over-period basis. Worldwide Gross profit and Operating profit are also discussed in this Quarterly Report on Form 10-Q both on a GAAP basis and excluding the impact of the 2004 Restructuring Program and other items (non-GAAP). Management believes these non-GAAP financial measures provide useful supplemental information to investors regarding the underlying business trends and performance of the Company’s on-going operations and are useful for period-over-period comparisons of such operations. The Company uses these financial measures internally in its budgeting process and as a factor in determining compensation. While the Company believes that these financial measures are useful in evaluating the Company’s business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies.

For a table summarizing Net sales and Operating profit by segment, please refer to Note 12, “Segment Information,” of the Notes to Condensed Consolidated Financial Statements.

Liquidity and Capital Resources

Net cash provided by operations increased 14% to $1,028.9 in the first half of 2008, compared with $899.0 in the comparable period of 2007. The increase is primarily related to improved profitability, offset by increased working capital and higher cash spending in restructuring. The Company defines working capital as the difference between current assets (excluding cash and marketable securities, the latter of which is reported in Other current assets) and current liabilities (excluding short-term debt). Inventory balances increased as a result of raw material cost increases and inventory build-up for new product launches and promotional activities. Higher balances in accounts receivable were due primarily to higher Net sales in the first half of 2008. Overall, working capital increased to 3.5% of Net sales for the first half of 2008 as compared with 3.3% of Net sales for the first half of 2007.

With the progression of the 2004 Restructuring Program, pretax restructuring charges decreased $24.0 and cash spending increased $15.4 relative to the comparable period of 2007. Substantially all of the restructuring accrual at June 30, 2008 will be paid out before year end 2009. It is anticipated that cash requirements for the 2004 Restructuring Program will continue to be funded from operating cash flows.

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)

Investing activities used $171.0 in the first six months of 2008, compared with $131.2 in the comparable period of 2007. Investing activities for the first half of 2008 include $44.9 of proceeds from the sale of certain assets, primarily related to the 2004 Restructuring Program. Investing activities for the first half of 2007 include $66.3 of net proceeds from the sale of the Company’s Latin American household bleach business and $15.3 of proceeds from the sale of other property, primarily related to the 2004 Restructuring Program. Capital spending increased in the first half of 2008 to $216.7 from $199.6 in the comparable period of 2007 primarily due to capacity expansions. Capital spending continues to focus primarily on projects that yield high aftertax returns. Overall capital expenditures for 2008 are expected to be at an annual rate of approximately 4.5% of Net sales.

Financing activities used $665.0 of cash during the first half of 2008 compared with $716.8 in the comparable period of 2007. This decrease is primarily due to a net increase of debt and lower repurchases of common stock, offset by a decrease in exercises of stock options and an increase in dividends paid.

In May 2008, the Company issued $250 of U.S. dollar-denominated five-year notes at a fixed rate of 4.2% under the shelf registration statement for the Company’s medium-term note program. The Company simultaneously entered into interest rate swaps to effectively convert the fixed interest rate of the notes to a variable rate based on LIBOR. In May 2008, the Company also issued approximately $75 of U.S. dollar-denominated forty-year notes at a variable rate based on LIBOR, also under the shelf registration statement. Proceeds from the debt issuances were used to repay $100 of medium-term notes with an original maturity of May 2017 and to reduce commercial paper borrowings.

In June 2007, the Company issued €250 million of Euro-denominated medium term notes (approximately $394 at the June 30, 2008 exchange rate) maturing in June 2014, at a fixed interest rate of 4.75%, payable annually. The net proceeds of approximately $332 (248 million Euros) from the issuance were used to pay down U.S. dollar-denominated commercial paper.

Commercial paper outstanding was $457.1 and $711.8 as of June 30, 2008 and 2007, respectively. The maximum commercial paper outstanding during the six months ended June 30, 2008 and 2007 was approximately $1,600 and $1,700, respectively. The average daily balances outstanding for commercial paper in the first half of 2008 and 2007 were $1,314.7 and $1,156.0 respectively. At June 30, 2008, $474.4 of commercial paper and certain current maturities of notes payable were classified as long-term debt as the Company has the intent and ability to refinance such obligations on a long-term basis, including, if necessary, by utilizing its lines of credit that expire in 2012.

The long-term notes of the Company’s Employee Stock Ownership Plan (ESOP) that are guaranteed by the Company and certain amounts payable to banks both contain cross-default provisions. Non-compliance with these requirements could ultimately result in the acceleration of amounts owed. The Company is in full compliance with all such requirements and believes the likelihood of non-compliance is remote.

COLGATE-PALMOLIVE COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in Millions Except Share and Per Share Amounts)

On January 30, 2008, the Board of Directors approved a new stock repurchase program (the 2008 Program) that authorizes the Company to purchase up to 30 million common shares. In the first quarter of 2008, the Company increased the annualized common stock dividend by 11% to $1.60 per share and the annualized Series B Convertible Preference Stock dividend to $12.80 per share effective in the second quarter of 2008.

For additional information regarding liquidity and capital resources, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

This Quarterly Report on Form 10-Q may contain forward-looking statements. Such statements may relate, for example, to sales or volume growth, profit and profit margin growth, earnings growth, financial goals, cost-reduction plans, estimated charges and savings associated with the 2004 Restructuring Program, tax rates and new product introductions. These statements are made on the basis of our views and assumptions as of this time and we undertake no obligation to update these statements. We caution investors that any such forward-looking statements are not guarantees of future performance and that actual events or results may differ materially from those statements. For information about certain factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, including the information set forth under the captions “Risk Factors” and “Cautionary Statement on Forward-Looking Statements.”

Quantitative and Qualitative Disclosures about Market Risk

There is no material change in the information reported under Part II, Item 7, “Managing Foreign Currency, Interest Rate and Commodity Price Exposure” and “Value at Risk” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

COLGATE-PALMOLIVE COMPANY

(Unaudited)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, under the supervision and with the participation of the Company’s President and Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2008 (the Evaluation). Based upon the Evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

For information regarding legal matters, please refer to Item 3 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, Note 13 to the Consolidated Financial Statements included therein and Note 11 to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

Item 1A.

Risk Factors

For information regarding risk factors, please refer to Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The Company repurchases its common stock under a share repurchase program that was approved by the Board of Directors and publicly announced in January 2008 (the 2008 Program). Under the 2008 Program, the Company is authorized to purchase up to 30 million shares of the Company’s common stock. The Board’s authorization also provides for share repurchases on an on-going basis to fulfill certain requirements of the Company’s compensation and benefit programs. The shares will be repurchased from time to time in open market transactions or privately negotiated transactions at the Company’s discretion, subject to market conditions, customary blackout periods and other factors.

COLGATE-PALMOLIVE COMPANY

(Unaudited)

The following table shows the stock repurchase activity for each of the three months in the quarter ended June 30, 2008:


Month	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans Or Programs⁽²⁾	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 through 30, 2008	433,849	$	77.06	400,000	26,410,000
May 1 through 31, 2008	1,367,299	$	72.36	1,345,000	25,065,000
June 1 through 30, 2008	1,381,963	$	71.94	1,380,000	23,685,000

Total	3,183,111			3,125,000

⁽¹⁾	Includes share repurchases under the 2008 Program and those associated with certain employee elections under the Company’s compensation and benefit programs.

⁽²⁾

The difference between the total number of shares purchased and the total number of shares purchased as part of publicly announced plans or programs is 58,111 shares, all of which relate to shares deemed surrendered to the Company to satisfy certain employee elections under its compensation and benefit programs.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Security Holders

For a description of matters submitted to a vote of security holders during the period, please refer to our Current Report on Form 8-K, filed with the SEC on May 13, 2008.

Item 5.

Other Information

None.

Item 6.

Exhibits


Exhibit No.		Description
3-A		Restated Certificate of Incorporation, as amended.

12		Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends.

31-A		Certificate of the President and Chief Executive Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31-B		Certificate of the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

COLGATE-PALMOLIVE COMPANY

(Unaudited)


32		Certificate of the President and Chief Executive Officer and the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Sec. 1350.

COLGATE-PALMOLIVE COMPANY

SIGNATURES

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 Executive Officer:

July 29, 2008				/s/ Ian M. Cook
				Ian M. Cook
				President and Chief Executive Officer

				Principal Financial Officer:

July 29, 2008				/s/ Stephen C. Patrick
				Stephen C. Patrick
				Chief Financial Officer

				Principal Accounting Officer:

July 29, 2008				/s/ Dennis J. Hickey
				Dennis J. Hickey
				Vice President and Corporate Controller