Pricing Supplement No. 1 dated November 28, 2006 Rule 424(b)(3)
(To Prospectus dated September 6, 2005 File No.333-126987
and Prospectus Supplement dated September 6, 2005)
Colgate-Palmolive Company
Medium-Term Notes - Floating Rate
Series F
We are hereby offering to sell Notes having the terms specified below to
you with the assistance of Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and UBS
Securities LLC (the "Agents"), acting as principal, at a fixed initial public
offering price of 100% of the principal amount.
Principal Amount: $82,825,000 Trade Date: November 28, 2006
Issue Price: 100% Original Issue Date: December 4, 2006
Stated Maturity Date: December 4, 2046 Net Proceeds to Colgate(1): $81,996,750
CUSIP Number: 19416QDJ6 Agent's Discount or Commission: 1.00%
Base Rate:
[ ] Certificate of Deposit Rate
[ ] CMT Rate
[ ] Commercial Paper Rate
[ ] Eleventh District Cost of Funds Rate
[ X ] LIBOR Telerate: Page 3750 [ ] LIBOR Reuters
[ ] Prime Rate
[ ] Treasury Rate
[ ] Other (see attached)
Interest Reset Dates: March 4, June 4, September 4 and December 4 of each
year, commencing on March 4, 2007
Interest Determination Dates: Quarterly, two London Banking Days prior to each
Interest Reset Date
Interest Rate Reset Period: Quarterly
Interest Payment Dates: March 4, June 4, September 4 and December 4 of each
year, commencing on March 4, 2007
Index Maturity: 3 month
Index Currency: US Dollars
Spread: - 0.30%
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Day Count Convention:
[ ] 30/360 for the period from ________ to ________
[ X ] Actual / 360 for the period from December 4, 2006 to
December 4, 2046.
[ ] Actual / Actual for the period from _______ to ______
Redemption: The Notes may be redeemed at the option of Colgate prior
to the stated maturity date. See "Other Provisions -
Optional Redemption" below.
Optional Repayment: The Notes may be repaid at the option of the holders
prior to the stated maturity date. See "Other Provisions
- Optional Repayment" below.
Currency:
Specified Currency: US Dollars
Minimum Denomination: $1,000
Original Issue Discount: [ ] [ X ] No
Total amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [ X ] Book-entry [ ] Certificated
[ X ] Other provisions:
Optional Redemption: Colgate may at its option elect to redeem the Notes,
in whole or in part, in increments of $1,000 or any
multiple of $1,000, upon not less than 30 nor more
than 60 days' prior written notice to the holders, on
December 4, 2036 or on any business day thereafter at
the following redemption prices corresponding to the
periods set forth below (expressed as a percentage of
the principal amount of the Notes), together with any
unpaid accrued interest to the redemption date:
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If Redeemed During
the 12-Month Period Commencing on: Redemption Price
--------------------------------- ----------------
December 4, 2036 105.00%
December 4, 2037 104.50
December 4, 2038 104.00
December 4, 2039 103.50
December 4, 2040 103.00
December 4, 2041 102.50
December 4, 2042 102.00
December 4, 2043 101.50
December 4, 2044 101.00
December 4, 2045
and thereafter to, but excluding, maturity 100.50
Optional Repayment: Notwithstanding anything to the contrary contained
in the Prospectus Supplement dated September 6,
2005, the holders of the Notes may elect to cause
Colgate to repurchase the Notes, in whole or in
part, in increments of $1,000 or any multiple of
$1,000, upon not less than 30 nor more than 60 days'
prior written notice to Colgate, on December 4 of
each of the years set forth below, at the amounts
corresponding to the years set forth below
(expressed as a percentage of the principal amount
of the Notes), together with any unpaid accrued
interest to the repayment date:
Repayment Date Repayment Price
-------------- ---------------
December 4, 2007 98.00%
December 4, 2008 98.00
December 4, 2009 98.00
December 4, 2010 98.00
December 4, 2011 98.00
December 4, 2012 99.00
December 4, 2013 99.00
December 4, 2014 99.00
December 4, 2015 99.00
December 4, 2016 99.00
December 4, 2017 and
December 4 of each third year thereafter,
commencing December 4, 2020 100.00
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The Agents have severally, and not jointly, agreed to purchase from us,
and we have agreed to sell to the Agents, the principal amount of Notes set
forth opposite their respective names.
Agent Principal Amount of
----- -------------------
Notes
-----
Citigroup Global Markets Inc. $13,250,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated $5,000,000
Morgan Stanley & Co. Incorporated $25,000,000
UBS Securities LLC $39,575,000
-----------------
Total $82,825,000
=================
Use of Proceeds:
---------------
The net proceeds from the sale of the Notes will be used by Colgate to
retire commercial paper which was issued by Colgate for general corporate
purposes and working capital. As of November 28, 2006, Colgate's outstanding
commercial paper had a weighted average interest rate of 5.220981% with
maturities ranging from 1 day to 35 days.
Settlement:
----------
Delivery of the Notes will be made against payment therefore on or about
December 4, 2006, which will be on the fourth business day following the date
on which the Notes are priced. Under Rule 15c6-1 of the Securities Exchange
Act of 1934, as amended, trades in the secondary market generally are required
to settle in three business days after the date the securities are priced,
unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade Notes on the day of pricing or the next
succeeding business day will be required, by virtue of the fact that the Bank
Notes will settle in T+4, to specify an alternative settlement cycle at the
time of any such trade to prevent a failed settlement; such purchasers should
also consult their own advisors in this regard.
Certain United States Federal Income Tax Considerations:
-------------------------------------------------------
The following discussion supplements the discussion contained in the
Prospectus Supplement dated September 6, 2005, under the heading "Certain
United States Federal Income Tax Considerations." Prospective purchasers of
Notes are advised to consult their own tax advisors with respect to tax
matters relating to the Notes.
Notes Used as Qualified Replacement Property.
Prospective investors seeking to treat the Notes as "qualified
replacement property" for purposes of Section 1042 of the Internal Revenue
Code of 1986, as amended (the "Code"), should be aware that Section 1042
requires the issuer to meet certain requirements in order for the Notes to
constitute qualified replacement property. In general, qualified replacement
property is a security issued by a domestic corporation that did not, for the
taxable year preceding the taxable year in which such security was purchased,
have "passive investment income" in excess of 25 percent of the gross receipts
of such corporation for such preceding taxable year (the "passive income
test"). For purposes of the passive income test, where the issuing corporation
is in control of one or more corporations or such issuing corporation is
controlled by one or more other corporations, all such corporations are
treated as one corporation (the "affiliated group") when computing the amount
of passive investment income under Section 1042.
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Colgate believes that less than 25 percent of its affiliated group's
gross receipts is passive investment income for the taxable year ending
December 31, 2005. In making this determination, Colgate has made certain
assumptions and used procedures which it believes are reasonable. Colgate
cannot give any assurance as to whether it will continue to meet the passive
income test. It is, in addition, possible that the Internal Revenue Service
may disagree with the manner in which Colgate has calculated the affiliated
group's gross receipts (including the characterization thereof) and passive
investment income and the conclusions reached herein.
Notes are securities with no established trading market. No assurance
can be given as to whether a trading market for the Notes will develop or as
to the liquidity of a trading market for the Notes. The availability and
liquidity of a trading market for the Notes will also be affected by the
degree to which purchasers treat the Notes as qualified replacement property.
Legal Matters:
-------------
Sidley Austin LLP, New York, New York has acted as counsel for Colgate.
Mayer Brown Rowe and Maw LLP has acted as counsel for the Agents.
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