nominee of the depository. Unless and until it is exchanged in whole or in part for notes in certificated form, no Global Note may be transferred except as a whole by (1) the
depository to a nominee of the depository, (2) by a nominee of the depository to the depository or to another nominee of the depository or (3) by the depository or any of its nominees to a successor of the depository or a nominee of the successor.
DTC Procedures
The following is based on information furnished by the depository:
DTC will act as securities depository for the notes in book-entry form. The notes in book-entry form will be issued as fully registered securities
registered in the name of Cede & Co., DTC's partnership nominee. One fully registered Global Note will be issued for each issue of notes in book-entry form, each in the aggregate principal amount of the issue, and will be deposited with the
depository. If, however, the aggregate principal amount of any issue exceeds $500,000,000, one Global Note will be issued with respect to each $500,000,000 of principal amount and an additional Global Note will be issued with respect to any
remaining principal amount of the issue.
DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC holds securities that its participating members, referred to as participants, deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants of DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc.
Access to DTC's system is also available to others such as securities brokers and dealers, banks and trust companies, referred to as indirect participants, that clear through or maintain a custodial relationship with a direct participant, either
directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.
Purchasers of notes in book-entry form under DTC's system must be made by or through direct participants, which will receive a credit for those notes in
book-entry form on DTC's records. The ownership interest of each actual purchaser of each note in book-entry form represented by a Global Note is, in turn, to be recorded on the records of direct participants and indirect participants. Beneficial
owners in book-entry form will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the direct participants or indirect participants through which the beneficial owner entered into the transaction. Transfers of ownership interests in a Global Note representing notes in book-entry form are to be accomplished by entries made on
the books of participants acting on behalf of beneficial owners. Beneficial owners of a Global Note representing notes in book-entry form will not receive notes in certificated form representing their ownership interests therein, except in the event
that use of the book-entry system for such notes is discontinued.
To facilitate subsequent transfers, all Global Notes representing notes in book-entry form which are deposited with, or on behalf of, DTC are registered
in the name of DTC's nominee, Cede & Co. The deposit of Global Notes with, or on behalf of, the depository and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual
beneficial owners of the Global Notes representing the notes in book-entry form; DTC's records reflect only the identity of the direct participants to whose accounts such notes in book-entry form are credited, which may or may not be the beneficial
owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants
and indirect participants to beneficial owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global Notes representing the notes in book-entry form. Under its usual
procedures, DTC mails an omnibus proxy to Colgate as soon as possible after the
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applicable record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants, identified in a listing attached to the omnibus proxy, to
whose accounts the notes in book-entry form are credited on the applicable record date.
We will make principal, premium, if any, and/or interest, if any, payments on the Global Notes representing the notes in book-entry form in immediately
available funds to DTC. DTC's practice is to credit direct participants' accounts on the applicable payment date in accordance with their respective holdings shown on its records unless the depository has reason to believe that it will not receive
payment on the applicable payment date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered
in street name, and will be the responsibility of the applicable participant and not of DTC, the trustee or Colgate, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal,
premium, if any, and/or interest, if any, to DTC is the responsibility of Colgate and the trustee, disbursement of payments to direct participants will be the responsibility of DTC, and disbursement of payments to the beneficial owners will be the
responsibility of direct participants and indirect participants.
If applicable, redemption notices shall be sent to Cede & Co. If less than all of the notes in book-entry form of like tenor and terms are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in the issue to be redeemed.
A beneficial owner will give notice of any option to elect to have its notes in book-entry form repaid by Colgate, through its participant, to the
trustee, and will effect delivery of the applicable notes in book-entry form by causing the direct participant to transfer the participant's interest in the Global Note representing notes in book-entry form, on DTC's records, to the trustee.
DTC may discontinue providing its services as securities depository with respect to the notes in book-entry form at any time by giving reasonable notice
to Colgate or the trustee. In the event that a successor securities depository is not obtained, notes in certificated form are required to be printed and delivered.
We may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depository. In that event, notes in
certificated form will be printed and delivered.
The laws of some states may require that certain purchasers of securities take physical delivery of securities in definitive form. Such limits and such
laws may impair the ability to own, transfer or pledge beneficial interests in Global Notes.
So long as DTC, or its nominee, is the registered owner of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or
holder of the notes represented by that Global Note for all purposes under the indenture. Except as provided below, beneficial owners of a Global Note will not be entitled to have the notes represented by a Global Note registered in their names,
will not receive or be entitled to receive physical delivery of the notes in definitive form and will not be considered the owners or holders thereof under the indenture. Accordingly, each person owning a beneficial interest in a Global Note must
rely on the procedures of DTC or any successor depository and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder under the indenture. We
understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a Global Note desires to give or take any action which a holder is entitled to give or take under the indenture, DTC
would authorize the participants holding the relevant beneficial interests to give or take the desired action, and the participants would authorize beneficial owners owning through the participants to give or take the desired action or would
otherwise act upon the instructions of beneficial owners.
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Exchange for Notes in Certificated Form
If:
(a) DTC is at any time unwilling or unable to continue as depository and we do not appoint a successor depository within 60 days,
(b) we execute and deliver to the trustee a company order to the effect that the Global Notes shall be exchangeable, or
(c) a default or an event of default has occurred and is continuing with respect to the notes,
the Global Note or Global Notes will be exchangeable for notes in certificated form of like tenor and terms and of an equal aggregate principal amount. The certificated notes will be
registered in the name or names as DTC instructs the trustee. It is expected that instructions may be based upon directions received by DTC from participants with respect to ownership of beneficial interests in Global Notes.
The information in this section concerning DTC and DTC's system has been obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy of the information.
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
General
Unless we indicate otherwise in the applicable pricing supplement, we will denominate the notes in U.S. dollars, we will make payments of principal,
premium, if any and interest on the notes in U.S. dollars and you must pay the purchase price of the notes in U.S. dollars in immediately available funds. If any of the notes (foreign currency notes) are to be denominated or payable in a
currency or basket of currencies other than U.S. dollars (a specified currency), the following provisions will apply in addition to, and to the extent inconsistent therewith will replace, the description of general terms and provisions
of notes set forth in the accompanying prospectus and elsewhere in this prospectus supplement.
A pricing supplement with respect to any foreign currency note is a part of this prospectus supplement and the accompanying prospectus. The applicable
pricing supplement will set forth information about the specified currency in which a particular foreign currency note is denominated and/or payable, including historical exchange rates and a description of the currency and any exchange controls,
and, in the case of a basket of currencies, will include a description of that basket and a description of provisions for payment in the event that currency basket is no longer used for the purposes for which it was established. Any information we
provide you concerning exchange rates is provided as a matter of information only and you should not regard it as indicative of the range of or trends in fluctuations in currency exchange rates that may occur in the future.
Unless we indicate otherwise in the applicable pricing supplement, foreign currency notes will not be sold in, or to residents of, the country issuing
the specified currency in which such notes are denominated. The information described in this prospectus supplement is directed to prospective purchasers who are United States residents, and we disclaim any responsibility to advise prospective
purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal of and interest on the notes. Such persons should consult their own counsel
with regard to such matters.
Currencies
We may offer foreign currency notes denominated and/or payable in a specified currency or specified currencies. Unless we indicate otherwise in the
applicable pricing supplement, you are required to pay for foreign currency notes in the specified currency. At the present time, there are limited facilities in the United States for conversion of U.S. dollars into specified currencies and vice
versa, and banks may elect not to offer non-U.S. dollar checking or savings account facilities in the United States. However, at your request on or prior to the third Business
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Day preceding the date of delivery of the foreign currency notes, or by such other day as determined by the agent who presents the offer to purchase foreign currency notes to us, that
agent may be prepared to arrange for the conversion of U.S. dollars into the applicable specified currency set forth in the applicable pricing supplement to enable the purchasers to pay for the foreign currency notes. Each such conversion will be
made by the agent or agents on the terms and subject to the conditions, limitations and charges as the agent may from time to time establish in accordance with their regular foreign exchange practices. If you purchase foreign currency notes you will
pay all costs of exchange.
Payment of Principal, Premium and Interest
The principal of, premium, if any, and/or interest on foreign currency notes is payable by us in the specified currency. Currently, banks do not
generally offer non-U.S. dollar denominated account facilities in their offices in the United States, although they are permitted to do so. Accordingly, unless we indicate otherwise in the applicable pricing supplement or alternative arrangements
are made, we will pay principal of, premium, if any, and/or interest on foreign currency notes in the specified currency to an account at a bank outside the United States, provided, however, that payments of principal of, premium, if any and/or
interest on foreign currency notes will nevertheless be made in U.S. dollars:
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if the notes are in certificated
form, at the option of holders of the notes under the procedures described
below;
and
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if the notes are represented by Global Notes,
unless DTC has received notice from any of its
participants
of the election of beneficial owners of the notes holding through them
to receive payment
in the specified
currency, in accordance with the procedures described below, in which
case, such
beneficial owners will receive
payment in the specified currency; and
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if the specified currency is unavailable due
to the imposition of exchange controls or other
circumstances
beyond our control. See - Payment Currency below.
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We will base U.S. dollar amounts that we owe to holders of foreign currency notes on the highest bid quotation received by the exchange rate agent
specified in the applicable pricing supplement in The City of New York at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date. The exchange rate agent will obtain that highest quote by
asking three recognized foreign exchange dealers approved by us (one of whom may be the exchange rate agent) for their bid quotations for the purchase of the specified currency in exchange for U.S. dollars for settlement on the relevant payment
date, in the aggregate amount of the specified currency payable to all holders of foreign currency notes scheduled to receive U.S. dollar payments, and at which the applicable dealer commits to execute a contract. If three such bid quotations are
not available, we will make payments in the specified currency. All currency exchange costs will be borne by the holders of foreign currency notes by deductions from such payments.
If a note is represented by a Global Note, DTC or its nominee will be the holder of the note and will be entitled to all payments on the note. Although
DTC can hold notes denominated in foreign currencies, all payments to DTC will be made in U.S. dollars. Accordingly, a beneficial owner of the related Global Note who elects to receive payments of principal, premium, if any, and/or interest in the
specified currency must notify the participant through which it owns its interest on or prior to the applicable regular record date, in the case of a payment of interest, or prior to the Maturity Date, in the case of a payment of principal and/or
premium, of that beneficial owner's election. The participant must notify DTC of that election on or prior to the third Business Day after the regular record date or on or prior to the fifteenth Business Day prior to the Maturity Date, as the case
may be. DTC will notify the trustee of the election on or prior to the fifth Business Day after the regular record date or on or prior to the tenth Business Day prior to the Maturity Date, as the case may be. If the participant receives complete
instructions from the beneficial owner and those instructions are forwarded by the participant to DTC, and by DTC to the trustee, on or prior to such dates, then the beneficial owner will receive payments in the specified currency. For more
information about Global Notes, see Description of the Notes - Book-Entry Notes.
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If we so specify in the applicable pricing supplement, as a holder of foreign currency notes in certificated form you may elect to receive payment of the
principal of, premium, if any and/or interest on the foreign currency notes in U.S. dollars by transmitting a written request for such payment to the corporate trust office of the trustee in The City of New York on or prior to the regular record
date or at least fifteen calendar days prior to the Maturity Date, as the case may be. You may make this request in writing (mailed or hand delivered) or sent by facsimile transmission. As a holder of a foreign currency note in certificated form you
may elect to receive payment in U.S. dollars for all payments of principal, premium, if any and/or interest and need not file a separate election for each payment. Your election will remain in effect until revoked by written notice to the trustee,
but written notice of any such revocation must be received by the trustee on or prior to the regular record date or at least fifteen calendar days prior to the Maturity Date, as the case may be. If your foreign currency notes are held in the name of
a broker or nominee, you should contact your broker or nominee to determine whether and how you may elect to receive payments in U.S. dollars.
We will pay principal, any premium and/or interest on foreign currency notes in certificated form to be paid in U.S. dollars in the manner specified in
the accompanying prospectus and this prospectus supplement with respect to notes denominated in U.S. dollars. See Description of the NotesPayment of Principal, Premium and Interest. We will pay interest on foreign currency notes in
the specified currency by check mailed on the relevant interest payment date to the persons entitled thereto as their addresses shall appear in the security register or, at our option by wire transfer to a bank account maintained by the holder in
the country of the specified currency. The principal of foreign currency notes, together with any premium and any interest accrued and unpaid thereon, due at maturity will be paid in immediately available funds upon surrender of the notes at the
corporate trust office of the trustee in The City of New York or, at our option, by wire transfer to that bank account.
Payment Currency
If a specified currency is not available for the payment of principal, premium or interest with respect to a foreign currency note due to the imposition
of exchange controls or other circumstances beyond our control, we will be entitled to satisfy our obligations to holders of foreign currency notes by making that payment in U.S. dollars on the basis of the noon buying rate in The City of New York
for cable transfers of the specified currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York (the Market Exchange Rate) as computed by the exchange rate agent
on the second Business Day before that payment is due, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date that payment is due, or as otherwise indicated in an
applicable pricing supplement or as otherwise determined by us in good faith if the foregoing is impracticable. Any payment made under such circumstances in U.S. dollars where the required payment is in a specified currency will not constitute a
default under the indenture with respect to the notes.
The notes that are denominated in, or the payment of which is determined by reference to, a specified currency, will provide that, in the event of an
official redenomination of a foreign currency, including, without limitation, an official redenomination of a foreign currency that is a composite currency, our obligations with respect of payments on notes denominated in such currency shall, in all
cases, be regarded immediately following such redenomination as providing for the payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. Such notes will not provide for
any adjustment to any amount payable under the notes as a result of any change in the value of a foreign currency relative to any other currency due solely to fluctuations in exchange rates.
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All determinations referred to above made by the exchange rate agent will be at its sole discretion and will, in the absence of clear error, be
conclusive for all purposes and binding on the holders of the foreign currency notes.
As indicated above, if you invest in foreign currency notes or currency indexed notes your investment will be subject to substantial risks, the extent
and nature of which change continuously. As with any investment that you make in a security, you should consult your own financial and legal advisors as to the risks entailed in an investment in foreign currency notes or currency indexed notes. Such
notes are not an appropriate investment for you if you are unsophisticated with respect to foreign currency matters.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary of certain United States Federal income tax consequences of the purchase, ownership and disposition of the notes is based upon
laws, regulations, rulings and decisions now in effect, all of which are subject to change (including changes in effective dates and retroactive changes), or possible differing interpretations. It deals only with notes held as capital assets and
does not purport to deal with persons in special tax situations, such as financial institutions, entities that are classified as partnerships, insurance companies, regulated investment companies, dealers in securities or currencies, persons holding
notes as a hedge against currency risks or as a position in a straddle, hedge, conversion or other integrated transaction for tax purposes, or persons whose functional currency is not the United States dollar. If
a partnership holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A partner in a partnership holding notes should consult its tax advisors. It
also does not deal with holders other than original purchasers who purchase the notes at the issue price (as defined below) of the notes, except where otherwise specifically noted. Persons considering the purchase of the notes should consult their
own tax advisors concerning the application of United States Federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the notes arising under the laws of any other taxing
jurisdiction.
As used in this prospectus supplement, the term U.S. Holder means a beneficial owner of a note that is for United States Federal income tax
purposes:
(1) a citizen or resident of the United States,
(2) a corporation (including an entity treated as a corporation for United States Federal income tax purposes) created or organized in or under the laws
of the United States, any state thereof or the District of Columbia,
(3) an estate whose income is subject to United States Federal income tax regardless of its source,
(4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the trust, or
(5) any other person whose income or gain in respect of a note is effectively connected with the conduct of a United States trade or business.
Certain trusts not described in clause (4) above in existence on August 20, 1996 that elect to be treated as a United States person will also be a U.S. Holder for purposes of the
following discussion. As used herein, the term non-U.S. Holder means a beneficial owner of a note that is not a U.S. Holder.
U.S. Holders
Payments of Interest
. Payments of interest on a note
generally will be taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the U.S. Holder's regular method of tax accounting) provided that the interest is qualified stated
interest (as defined below).
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Original Issue Discount
. The following summary is a
general discussion of the United States Federal income tax consequences to U.S. Holders of the purchase, ownership and disposition of notes issued with original issue discount,
i.e
., Discount Notes. The following summary is based upon final Treasury regulations (the OID Regulations) promulgated under the original
issue discount provisions of the Internal Revenue Code of 1986, as amended (the Code).
For United States Federal income tax purposes, original issue discount is the excess of the stated redemption price at maturity of a note over its issue
price, if such excess equals or exceeds a
de minimis
amount (generally 1/4 of 1% of the
note's stated redemption price at maturity multiplied by the number of complete years to its maturity from its issue date or, in the case of a note providing for the payment of any amount other than qualified stated interest (as defined below) prior
to maturity, multiplied by the weighted average maturity of the note). A notes weighted average maturity is the sum of the following amounts determined for each payment on a note (other than a payment of qualified stated interest):
(i) the number of complete years from the issue date until the payment is made multiplied by (ii) a fraction, the numerator of which is the amount of the payment and the denominator of which is the notes stated redemption price at maturity.
The issue price of each note of an issue of notes equals the first price at which a substantial amount of the notes has been sold (ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters,
placement agents, or wholesalers). The stated redemption price at maturity of a note is the sum of all payments provided by the note other than qualified stated interest payments. The term qualified stated interest generally
means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate. In addition, under the OID Regulations, if a note bears interest for one or more accrual
periods at a rate below the rate applicable for the remaining term of the note (
e.g.
,
notes with teaser rates or interest holidays), and if the greater of either the resulting foregone interest on the note or any true discount on the note (
i.e
., the excess of the note's stated principal amount over its issue price) equals or exceeds a specified
de minimis
amount, then the stated interest on the note would be treated as original issue discount rather than
qualified stated interest.
Payments of qualified stated interest on a note are taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are
received (in accordance with the U.S. Holder's regular method of tax accounting). A U.S. Holder of a Discount Note must include original issue discount in income as ordinary interest for United States Federal income tax purposes as it accrues under
a constant yield method in advance of receipt of the cash payments attributable to such income, regardless of the U.S. Holder's regular method of tax accounting. In general, the amount of original issue discount included in income by the initial
U.S. Holder of a Discount Note is the sum of the daily portions of original issue discount with respect to the Discount Note for each day during the taxable year (or portion of the taxable year) on which the U.S. Holder held the Discount Note. The
daily portion of original issue discount on any Discount Note is determined by allocating to each day in any accrual period a ratable portion of the original issue discount allocable to that accrual period. An accrual period
may be of any length and the accrual periods may vary in length over the term of the Discount Note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the final day of an
accrual period or on the first day of an accrual period. The amount of original issue discount allocable to each accrual period is generally equal to the difference between:
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the product of the Discount Note's
adjusted issue price at the beginning of such accrual period and its
yield
to maturity (determined on the
basis of compounding at the close of each accrual period and appropriately
adjusted
to take into account the length of the particular accrual period) and
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the amount of any qualified stated interest
payments allocable to such accrual period.
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Original issue discount allocable to a final accrual period is the difference between the amount payable at maturity (other than a payment of qualified stated interest) and the
adjusted issue price at the beginning of the final accrual period. Special rules apply for calculating original issue discount for an initial short accrual period. The adjusted issue price of a Discount Note at the beginning of any
accrual period is the sum of the issue price of the Discount Note plus the amount of original issue discount allocable to all prior accrual periods minus the amount of any prior payments on the Discount Note that were not qualified stated interest
payments. Under these rules, U.S. Holders generally will have to include in income increasingly greater amounts of original issue discount in successive accrual periods. In the case of a note issued with
de
minimis
original issue discount, a U.S.
Holder generally must include such
de minimis
original issue discount in income as stated principal payments on the notes are made in
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proportion to the stated principal amount of the note. Any amount of
de
minimis
original issue discount that has been included in income in accordance with the foregoing rule will be
treated as capital gain upon the sale, exchange, redemption or retirement of the notes.
A U.S. Holder who purchases a Discount Note for an amount that is greater than its adjusted issue price as of the purchase date and less than or equal to
the sum of all amounts payable on the Discount Note after the purchase date other than payments of qualified stated interest, will be considered to have purchased the Discount Note at an acquisition premium. Under the acquisition premium
rules, the amount of original issue discount which such U.S. Holder must include in its gross income with respect to such Discount Note for any taxable year (or portion thereof in which the U.S. Holder holds the Discount Note) will be reduced (but
not below zero) by the portion of the acquisition premium properly allocable to the period.
Under the OID Regulations, floating rate notes and indexed notes (referred to herein as Variable Notes) are subject to special rules whereby
a Variable Note will qualify as a variable rate debt instrument if:
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its issue price does not exceed
the total noncontingent principal payments due under the Variable Note
by more than a specified
de
minimis
amount and
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it provides for stated interest, paid or compounded
at least annually, at current values of:
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one or more qualified floating
rates,
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a single fixed rate and one or more qualified
floating rates,
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a single objective rate, or
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a single fixed rate and a single objective
rate that is a qualified inverse floating rate.
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A qualified floating rate is any variable rate where variations in the value of such rate can reasonably be expected to measure
contemporaneous variations in the cost of newly borrowed funds in the currency in which the Variable Note is denominated. Although a multiple of a qualified floating rate will generally not itself constitute a qualified floating rate, a variable
rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35 will constitute a qualified floating rate. A variable rate equal to the product of a qualified floating rate and a fixed
multiple that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, under the OID Regulations, two or more qualified floating rates that can reasonably be
expected to have approximately the same values throughout the term of the Variable Note (
e.g.
, two or more qualified floating rates with values within 25 basis points of each other as determined on the Variable Note's issue date) will be treated as a single qualified floating rate. Notwithstanding the foregoing, a
variable rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (
i.e
., a cap) or a minimum numerical limitation (
i.e
., a floor) may, under certain circumstances, fail to be treated as a qualified floating rate under the OID Regulations unless such cap or floor is fixed throughout the term of the note. An
objective rate is a rate that is not itself a qualified floating rate but which is determined using a single fixed formula that is based on objective financial or economic information. A rate will not qualify as an objective rate if it
is based on information that is within the control of the issuer (or a related party) or that is unique to the circumstances of the issuer (or a related party), such as dividends, profits, or the value of the issuer's stock (although a rate does not
fail to be an objective rate merely because it is based on the credit quality of the issuer). A qualified inverse floating rate is any objective rate where such rate is equal to a fixed rate minus a qualified floating rate, as long as
variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate. The OID Regulations also provide that if a Variable Note provides for stated interest at a fixed rate for an initial
period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate and if the variable rate on the Variable Note's issue date is intended to approximate the fixed rate (
e.g.
, the value of the variable rate on the issue date does not differ from the value of the fixed rate by more
than 25 basis points), then the fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be.
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If a Variable Note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof
qualifies as a variable rate debt instrument under the OID Regulations, and if the stated interest on a Variable Note is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually, then all
stated interest on the Variable Note will constitute qualified stated interest and will be taxed accordingly. Thus, a Variable Note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout
the term thereof and that qualifies as a variable rate debt instrument under the OID Regulations will generally not be treated as having been issued with original issue discount unless the Variable Note is issued at a true
discount (
i.e
., at a price below the Variable Note's stated principal amount) in excess
of a specified
de minimis
amount. The amount of qualified stated interest and the amount
of original issue discount, if any, that accrues during an accrual period on such a Variable Note is determined under the rules applicable to fixed rate debt instruments by assuming that the variable rate is a fixed rate equal to:
(1) in the case of a qualified floating rate or qualified inverse floating rate, the value as of the issue date, of the qualified floating rate or
qualified inverse floating rate, or
(2) in the case of an objective rate (other than a qualified inverse floating rate), a fixed rate that reflects the yield that is reasonably expected for
the Variable Note.
The qualified stated interest allocable to an accrual period is increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest
assumed to be paid during the accrual period pursuant to the foregoing rules.
In general, any other Variable Note that qualifies as a variable rate debt instrument will be converted into an equivalent fixed
rate debt instrument for purposes of determining the amount and accrual of original issue discount and qualified stated interest on the Variable Note. The OID Regulations generally require that such a Variable Note be converted into an
equivalent fixed rate debt instrument by substituting any qualified floating rate or qualified inverse floating rate provided for under the terms of the Variable Note with a fixed rate equal to the value of the qualified floating rate or
qualified inverse floating rate, as the case may be, as of the Variable Note's issue date. Any objective rate (other than a qualified inverse floating rate) provided for under the terms of the Variable Note is converted into a fixed rate that
reflects the yield that is reasonably expected for the Variable Note. In the case of a Variable Note that qualifies as a variable rate debt instrument and provides for stated interest at a fixed rate in addition to either one or more
qualified floating rates or a qualified inverse floating rate, the fixed rate is initially converted into a qualified floating rate (or a qualified inverse floating rate, if the Variable Note provides for a qualified inverse floating rate). Under
such circumstances, the qualified floating rate or qualified inverse floating rate that replaces the fixed rate must be such that the fair market value of the Variable Note as of the Variable Note's issue date is approximately the same as the fair
market value of an otherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate
or a qualified inverse floating rate, the Variable Note is then converted into an equivalent fixed rate debt instrument in the manner described above.
Once the Variable Note is converted into an equivalent fixed rate debt instrument pursuant to the foregoing rules, the amount of original
issue discount and qualified stated interest, if any, are determined for the equivalent fixed rate debt instrument by applying the general original issue discount rules to the equivalent fixed rate debt instrument and a U.S.
Holder of the Variable Note will account for such original issue discount and qualified stated interest as if the U.S. Holder held the equivalent fixed rate debt instrument. In each accrual period appropriate adjustments will be made to
the amount of qualified stated interest or original issue discount assumed to have been accrued or paid with respect to the equivalent fixed rate debt instrument in the event that such amounts differ from the actual amount of interest
accrued or paid on the Variable Note during the accrual period.
If a Variable Note does not qualify as a variable rate debt instrument under the OID Regulations, then the Variable Note would be treated as
a contingent payment debt obligation and would be governed by certain final Treasury regulations (the CPDI Regulations) concerning the proper United States Federal income tax treatment of contingent payment debt instruments. In general,
the CPDI Regulations would cause the timing and character of income, gain or loss reported on a contingent payment debt instrument to substantially differ from the timing and character of income, gain or loss reported on a conventional noncontingent
payment debt instrument under current United States Federal income tax law. Specifically, the CPDI Regulations generally require a U.S. Holder of such an
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instrument to include future contingent and noncontingent interest payments in income as such interest accrues based upon a projected payment schedule. Moreover, in general, under the
CPDI Regulations, any gain recognized by a U.S. Holder on the sale, exchange, or retirement of a contingent payment debt instrument will be treated as ordinary income and all or a portion of any loss realized could be treated as ordinary loss as
opposed to capital loss (depending upon the circumstances). The CPDI Regulations apply to debt instruments issued on or after August 13, 1996. The proper United States Federal income tax treatment of Variable Notes that are treated as contingent
payment debt obligations will be more fully described in the applicable pricing supplement. Furthermore, any other special United States Federal income tax considerations, not otherwise discussed herein, which are applicable to any particular issue
of notes (such as Amortizing Notes and Linked Notes) will be discussed in the applicable pricing supplement.
Colgate may issue notes which
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may be redeemable at the option
of Colgate prior to their stated maturity (a call option)
and/or
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may be repayable at the option of the holder
prior to their stated maturity (a put option).
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Notes containing such features may be subject to rules that differ from the general rules discussed above. Investors intending to purchase notes with
such features should consult their own tax advisors, since the original issue discount consequences will depend, in part, on the particular terms and features of the purchased notes.
U.S. Holders may generally, upon election, include in income all interest (including stated interest, acquisition discount, original issue discount,
de minimis
original issue discount, market discount,
de minimis
market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition
premium) that accrues on a debt instrument by using the constant yield method applicable to original issue discount, subject to certain limitations and exceptions.
Foreign-Currency Notes
. The United States Federal
income tax consequences of the purchase, ownership and disposition of notes providing for payments denominated in a currency other than U.S. dollars will be more fully described in the applicable pricing supplement.
Short-Term Notes
. Notes that have a fixed maturity of
one year or less (Short-Term Notes) will be treated as having been issued with original issue discount. In general, an individual or other cash method U.S. Holder is not required to accrue such original issue discount unless the U.S.
Holder elects to do so. If such an election is not made, any gain recognized by the U.S. Holder on the sale, exchange or maturity of the Short-Term Note will be ordinary income to the extent of the original issue discount accrued on a straight-line
basis, or upon election under the constant yield method (based on daily compounding), through the date of sale or maturity, and a portion of the deductions otherwise allowable to the U.S. Holder for interest on borrowings allocable to the Short-Term
Note will be deferred until a corresponding amount of income is realized. U.S. Holders who report income for United States Federal income tax purposes under the accrual method, and certain other holders including banks and dealers in securities, are
required to accrue original issue discount on a Short-Term Note on a straight-line basis unless an election is made to accrue the original issue discount under a constant yield method (based on daily compounding).
Market Discount
. If a U.S. Holder purchases a note,
other than a Discount Note, for an amount that is less than its issue price (or, in the case of a subsequent purchaser, its stated redemption price at maturity) or, in the case of a Discount Note, for an amount that is less than its adjusted issue
price as of the purchase date, such U.S. Holder will be treated as having purchased the note at a market discount, unless such market discount is less than a specified
de minimis
amount.
Under the market discount rules, a U.S. Holder will be required to treat any partial principal payment (or, in the case of a Discount Note, any payment
that does not constitute qualified stated interest) on, or any gain realized on the sale, exchange, retirement or other disposition of, a note as ordinary income to the extent of the lesser of:
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the amount of such payment or realized
gain or
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the market discount which has not
previously been included in income and is treated as having accrued on
the
note at the time of such payment or disposition.
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Market discount will be considered to accrue ratably during the period from the date of acquisition to the Maturity Date of the note, unless the U.S. Holder elects to accrue market
discount on the basis of a constant yield.
A U.S. Holder may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a note with market discount until the maturity of the note or certain earlier dispositions, because a current deduction is only allowed to the extent the interest expense exceeds an allocable portion of market discount. A U.S.
Holder may elect to include market discount in income currently as it accrues (on either a ratable or constant yield basis), in which case the rules described above regarding the treatment as ordinary income of gain upon the disposition of the note
and upon the receipt of certain cash payments and regarding the deferral of interest deductions will not apply. Generally, such currently included market discount is treated as ordinary interest for United States Federal income tax purposes. Such an
election will apply to all debt instruments acquired by the U.S. Holder on or after the first day of the taxable year to which such election applies and may be revoked only with the consent of the Internal Revenue Service (the IRS).
Premium
. If a U.S. Holder purchases a note for an
amount that is greater than the sum of all amounts payable on the note after the purchase date other than payments of qualified stated interest, the U.S. Holder will be considered to have purchased the note with amortizable bond premium
equal in amount to such excess. A U.S. Holder may elect to amortize such premium using a constant yield method over the remaining term of the note and may offset interest otherwise required to be included in respect of the note during any taxable
year by the amortized amount of such excess for the taxable year. Bond premium on a note held by a U.S. Holder that does not make such an election will decrease the amount of gain or increase the amount of loss otherwise recognized on the
disposition of such note. However, if the note may be optionally redeemed after the U.S. Holder acquires it at a price in excess of its stated redemption price at maturity, special rules would apply which could result in a deferral of the
amortization of some bond premium until later in the term of the note. Any election to amortize bond premium applies to all taxable debt instruments held by the U.S. Holder at the beginning of the first taxable year to which the election applies and
to all taxable debt instruments acquired on or after such date and may be revoked only with the consent of the IRS.
Disposition of a Note
. Except as discussed above, upon
the sale, exchange or retirement of a note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (other than amounts representing accrued and unpaid
interest) and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note generally will equal the U.S. Holder's initial investment in the note increased by any original issue discount included in income (and
accrued market discount, if any, if the U.S. Holder has included such market discount in income) and decreased by the amount of any payments, other than qualified stated interest payments, received and amortizable bond premium taken with respect to
the note. Such gain or loss generally will be long-term capital gain or loss if the note were held for more than one year. If the U.S. Holder is an individual, long-term capital gains will be subject to reduced rates of taxation. The deductibility
of capital losses is subject to certain limitations. Prospective investors should consult their own tax advisors concerning these tax law provisions.
Non-U.S. Holders
A non-U.S. Holder who is an individual or corporation (or an entity treated as a corporation for federal income tax purposes) holding notes on its own
behalf will not be subject to United States Federal income taxes on payments of principal, premium, interest or original issue discount on a note, unless such non-U.S. Holder is an actual or constructive owner of 10% or more of the total combined
voting power of all classes of Colgate stock entitled to vote, a controlled foreign corporation related to Colgate or a bank receiving interest described in section 881(c)(3)(A) of the Code. To qualify for the exemption from taxation, the
Withholding Agent, as defined below, must have received a statement from the individual or corporation that:
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is signed under penalties of perjury
by the beneficial owner of the note,
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certifies that such owner is not
a U.S. Holder, and
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provides the beneficial owner's name and address.
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A Withholding Agent is any person, U.S. or foreign, that has control, receipt or custody of an amount subject to withholding or who can
disburse or make payments of an amount subject to withholding. Generally, the aforementioned statement is made on an IRS Form W-8BEN (W-8BEN), which is effective for the period starting on the date the form is signed and ending on the
last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect. Notwithstanding the preceding sentence, a W-8BEN with a U.S. taxpayer identification number will remain effective until a
change in circumstances makes any information on the form incorrect, provided that the Withholding Agent reports at least annually to the beneficial owner on IRS Form 1042-S. The beneficial owner must inform the Withholding Agent within 30 days of a
change in circumstances that make any information on the W-8BEN incorrect and must furnish a new W-8BEN. A holder of a note which is not an individual or corporation (or an entity treated as a corporation for federal income tax purposes) holding the
notes on its own behalf may have substantially increased reporting requirements. In particular, in the case of notes held by a foreign partnership (or foreign trust), the partnership (or trust) will be required to provide the certification from each
of its partners (or beneficiaries), and the partnership (or trust) will be required to provide certain additional information.
A non-U.S. Holder whose income with respect to its investment in a note is effectively connected with the conduct of a U.S. trade or business would
generally be taxed as if the holder was a U.S. person provided the holder provides to the Withholding Agent an IRS Form W-8ECI.
Certain securities clearing organizations, and other entities who are not beneficial owners, may be able to provide a signed statement to the Withholding
Agent. However, in such case, the signed statement may require a copy of the beneficial owner's W-8BEN (or substitute form).
Generally, a non-U.S. Holder will not be subject to United States Federal income taxes on any amount which constitutes capital gain upon retirement or
disposition of a note, unless such non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and such gain is derived from sources within the United States. Certain other
exceptions may be applicable, and a non-U.S. Holder should consult its tax advisor in this regard.
The notes will not be includible in the estate of a non-U.S. Holder unless the individual is an actual or constructive owner of 10% or more of the total
combined voting power of all classes of Colgate stock entitled to vote or, at the time of such individual's death, payments in respect of the notes would have been effectively connected with the conduct by such individual of a trade or business in
the United States.
Backup Withholding
Backup withholding of United States Federal income tax may apply to payments made in respect of the notes to registered owners who are not exempt
recipients and who fail to provide certain identifying information, such as the registered owner's taxpayer identification number, in the required manner. Generally, individuals are not exempt recipients, whereas corporations and certain other
entities generally are exempt recipients. Payments made in respect of the notes to a U.S. Holder must be reported to the IRS, unless the U.S. Holder is an exempt recipient or establishes an exemption. Compliance with the identification procedures
described in the preceding section would establish an exemption from backup withholding for those non-U.S. Holders who are not exempt recipients.
In addition, upon the sale of a note to (or through) a broker, the broker must report the sale and backup withhold on the entire purchase price, unless
either:
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the broker determines that the
seller is a corporation or other exempt recipient or
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the seller provides, in the required manner,
certain identifying information and, in the case of a non-U.S.
Holder,
certifies that such seller is a non-U.S. Holder (and certain other conditions
are met).
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Such a sale must also be reported by the broker to the IRS, unless either:
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the broker determines that the
seller is an exempt recipient or
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the seller certifies its non-U.S. status (and
certain other conditions are met).
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Certification of the registered owner's non-U.S. status would be made normally on a W-8BEN under penalties of perjury, although in certain cases it may be possible to submit other
documentary evidence.
Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required information is furnished to the IRS.
PLAN OF DISTRIBUTION
We are offering the notes for sale on a continuing basis through Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co.,
J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated. Unless otherwise specified in an applicable pricing supplement, the agents will purchase the notes, as principal, from us
for resale to investors and other purchasers at varying prices relating to prevailing market prices at the time of resale as determined by the applicable agent, or, if so specified in an applicable pricing supplement, for resale at a fixed public
offering price. Unless otherwise specified in an applicable pricing supplement, any note sold to an agent as principal will be purchased by the agent at a price equal to 100% of the principal amount of the note less a percentage of the principal
amount equal to the commission applicable to an agency sale as described below of a note of identical maturity.
If agreed to by Colgate and an agent, the agent may utilize its reasonable efforts on an agency basis to solicit offers to purchase the notes at 100% of
the principal amount of the notes, unless otherwise specified in an applicable pricing supplement, and we will pay a commission to the agent, ranging from .150% to .875% of the principal amount of a note, depending upon its stated maturity or, with
respect to a note for which the stated maturity is in excess of 30 years, a commission that we and the agent or agents agree to at the time of sale. In an agency sale, we will receive from 99.850% to 99.125% of the principal amount of each note,
before deducting a portion of the aggregate offering expenses of approximately $320,000.
An agent may resell notes it has purchased from us as principal to other dealers for resale to investors, and may allow any portion of the discount
received in connection with those purchases from us to such dealers. After the initial public offering of notes, the public offering price, in the case of notes to be resold at a fixed public offering price, the concession and the discount allowed
to dealers may be changed.
We reserve the right to withdraw, cancel or modify the offer made by this prospectus supplement without notice and may reject orders, in whole or in
part, whether placed directly with us or through the agents. The agents will have the right, in their discretion reasonably exercised, to reject in whole or in part any offer to purchase notes received by the agents.
Unless otherwise specified in an applicable pricing supplement, payment of the purchase price of the notes will be required to be made in immediately
available funds in U.S. dollars or the specified currency, as the case may be, in New York City on the date of settlement.
No note will have an established trading market when issued. Unless specified in the applicable pricing supplement, we will not list the notes on any
securities exchange. The agents may from time to time purchase and sell notes in the secondary market, but the agents are not obligated to do so, and there can be no assurance that there will be a secondary market for the notes or liquidity in the
secondary market if one develops. From time to time, the agents may make a market in the notes, but the agents are not obligated to do so and may discontinue any market-making activity at any time.
S-36
The agents may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended. We have agreed to indemnify the
agents against or to make contributions relating to certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the agents may be required to make in respect thereof. We have also agreed to
reimburse the agents for certain expenses.
From time to time we may issue and sell other securities described in the accompanying prospectus, and the amount of notes that we may offer and sell
under this prospectus supplement may be reduced as a result of those sales.
The agents and/or their affiliates may engage in transactions with, and perform services for us in the ordinary course of business.
In connection with the offering of notes purchased by an agent as principal on a fixed price basis, the agent is permitted to engage in certain
transactions that stabilize the price of the notes. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the notes. If the agent creates a short position in the notes in connection with
the offering,
i.e
., if it sells notes in an aggregate principal amount exceeding that set
forth in the applicable pricing supplement, then the agent may reduce that short position by purchasing notes in the open market. In general, purchases of notes for the purpose of stabilization or to reduce a short position could cause the price of
the notes to be higher than in the absence of these purchases.
Neither we nor the agents are making any representation or prediction as to the direction or magnitude of any effect that the transactions described
above may have on the price of the notes. In addition, neither we nor the agents are making any representation that an agent will engage in any such transactions or that such transactions, once commenced, will not be discontinued without notice.
S-37
PROSPECTUS
Debt Securities
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By this
prospectus, we may offer from time to time our debt securities.
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When we
offer debt securities, we will provide you with a prospectus supplement
describing the terms of the specific issue of securities including the
offering price of the securities. This prospectus may not be used to sell
securities unless accompanied by the applicable prospectus supplement.
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We may sell
the debt securities on a continuous or delayed basis to the public through
underwriters acting individually or through a group of underwriters which may
be managed or co-managed by one or more underwriters designated by us,
through agents or dealers, directly to one or more other purchasers or by any
combination of these methods of sale. We reserve the sole right to accept,
and together with any agents, dealers and underwriters, reserve the right to
reject, in whole or in part, any proposed purchase of securities. For
additional
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information on the method of sale, refer to the section entitled
Plan of Distribution below.
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The name or
names of any agents or underwriters involved in the sale of any debt
securities, the proceeds to us from the offering, any discounts and
commissions to be allowed or paid to the agents or underwriters, all other
items constituting underwriting compensation, any discounts and commissions
to be allowed or paid to dealers and any exchanges on which the debt
securities may be listed will be set forth in the prospectus supplement
covering the sales of those debt securities.
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You should
read this prospectus and the accompanying prospectus supplement relating to
the specific offering of securities carefully before you invest.
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Investing
in debt securities involves risk. You should consider the risk factors
described in any accompanying prospectus supplement and any documents
incorporated by reference before investing in our debt securities.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 31,
2008.
TABLE OF CONTENTS
You
should rely only on the information contained or incorporated by reference in
this prospectus and any accompanying prospectus supplement. Neither we nor any
agent acting on our behalf has authorized any other person to provide you with
different or additional information. If anyone provides you with different or
additional information, you should not rely on it. Neither we nor any agent
acting on our behalf is making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information contained or incorporated by reference in this prospectus and
any accompanying prospectus supplement is accurate only as of the date on the
front cover of this prospectus, any accompanying prospectus supplement or the
document incorporated by reference, as applicable.
Unless
the context otherwise requires, references in this prospectus supplement to
Colgate, we, us and our are to Colgate-Palmolive Company.
2
ABOUT THIS
PROSPECTUS
We
will disclose information about the debt securities in this prospectus and
prospectus supplements. The term prospectus supplement as used in this
prospectus includes any pricing supplements relating to particular offerings of
debt securities. The relevant prospectus supplements will provide the financial
and other specific terms of any particular offering of debt securities, many of
which are determined at the time of pricing. Because the information provided
in the prospectus supplements may also add, delete or change information
contained in this prospectus, you should rely on the information in the
applicable prospectus supplement or supplements to the extent that it is
inconsistent with the information in this prospectus.
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference in this prospectus
contain statements that constitute forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.
These
statements relate to future events or our future financial performance, which
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be
materially different from those expressed or implied by any forward looking
statements. In some cases, you can identify forward looking statements by
terminology such as expect, anticipate, estimate, intend, may,
will, could, would, should, predict, potential,
plan, believe
or the negative of these terms or similar terminology.
These
statements are only predictions. Actual events or results may differ materially
because of factors that affect
international businesses, as well as matters specific to us and the markets we
serve, including currency rate fluctuations, changes in foreign or domestic
laws, availability and cost of raw and packaging materials and changes in the
policies of retail trade customers. Moreover, we do not, nor does any
other person, assume responsibility for the accuracy and completeness of those
statements. All of the forward-looking statements are qualified in their
entirety by reference to the factors discussed under the captions Risk
Factors and Managements Discussion and Analysis of Financial Condition and
Results of Operations in our annual report on Form 10-K for the fiscal
year ended December 31, 2007 (incorporated by reference in this
prospectus) and similar sections in our subsequent filings that we incorporate
by reference in this prospectus, which describe risks and factors that could
cause results to differ materially from those projected in the forward-looking
statements.
Those
risk factors may not be exhaustive. We operate in a continually changing
business environment, and new risk factors emerge from time to time. We cannot
predict these new risk factors, nor can we assess the impact, if any, of these
new risk factors on our businesses or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from
those projected in any forward-looking statements. Given these uncertainties,
we caution investors not to unduly rely on forward-looking statements in making
an investment decision. We are under no obligation to (and expressly disclaim
any obligation to) update or alter any forward-looking statement that may be
made from time to time, whether as a result of new information, future events
or otherwise.
COLGATE-PALMOLIVE
COMPANY
Colgate-Palmolive
Company, which was founded in 1806 and incorporated under the laws of the State
of Delaware in 1923, is a leading consumer products company whose products are
marketed in over 200 countries and territories throughout the world. Our
principal executive offices are located at 300 Park Avenue, New York, New York
10022 (telephone (212) 310-2000).
We
manage our business in two distinct product segments: (1) Oral, Personal and
Home Care and (2) Pet Nutrition. Colgate is a global leader in Oral Care with
the leading toothpaste brand throughout many parts of the world according to
value share data provided by ACNielsen. Our Oral Care products include
toothpaste, toothbrushes, oral rinses, dental floss and pharmaceutical products
for dentists and other oral health professionals, including Colgate Total and
the Colgate Max Fresh toothpastes and Colgate 360° manual and battery
toothbrushes.
3
We
are a leader in many product categories of the Personal Care market. The
Personal Care market includes shower gels, shampoos, conditioners, bar soaps,
deodorants and antiperspirants, as well as liquid hand soaps in which we are
the market leader in the U.S. based on value share data provided by ACNielsen.
These products are marketed under the Palmolive, Speed Stick and Lady Speed
Stick and Softsoap brands.
We
manufacture and market a wide array of products for Home Care, including
Palmolive and Ajax dishwashing liquids, Fabuloso and Ajax household cleaners
and Murphys Oil Soap. We are a market leader in fabric conditioners
with leading brands including Suavitel in Latin America and Soupline in Europe.
Through
our Hills Pet Nutrition subsidiary, we are the world leader in specialty pet
nutrition products for dogs and cats with products marketed in over 90
countries around the world. Hills markets pet foods primarily under two
trademarks: Science Diet, which is sold by authorized pet supply
retailers, breeders and veterinarians for everyday nutritional needs; and
Prescription Diet, a range of therapeutic products sold by veterinarians to
help nutritionally manage disease conditions in dogs and cats.
If
you want to find more information about our company, please see the sections
entitled Where You Can Find More Information and Incorporation of
Information We File with the SEC in this prospectus.
RISK FACTORS
Investing
in the debt securities to be offered pursuant to this prospectus involves
certain risks. For a discussion of the factors you should carefully consider
before deciding to purchase any securities that may be offered, please read
Risk Factors in our most recently filed Annual Report on Form 10-K, as
well as those risk factors that may be included in the applicable prospectus
supplement and other information included or incorporated by reference in this
prospectus.
USE OF PROCEEDS
We
intend to use the net proceeds from the sale of the debt securities for general
corporate purposes, unless otherwise specified in the applicable prospectus
supplement.
4
RATIO OF
EARNINGS TO FIXED CHARGES
The
following table sets forth our historical ratios of earnings to fixed charges
for the periods indicated:
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Nine
Months
Ended
September
30,
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Year Ended
December 31,
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2008
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2007
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2006
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2005
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2004
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2003
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Ratio of
earnings to fixed charges
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17.1
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12.0
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10.2
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12.0
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12.9
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13.0
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For
the purpose of calculating the ratio of earnings to fixed charges, earnings
consist of earnings from continuing operations before income taxes and fixed
charges, excluding capitalized interest, reduced by the gain on equity investments. Fixed charges consist of interest
costs whether expensed or capitalized, amortization of premiums, discounts and
capitalized expenses related to indebtedness and such portion of rental expense
that we deem to be representative of interest.
DESCRIPTION OF
DEBT SECURITIES
General
We
will offer the debt securities described in this prospectus from time to time
in one or more distinct series for an aggregate initial public offering price
in U.S. dollars or in foreign currencies or units of two or more currencies,
based on the applicable exchange rate at the time of offering, as we shall
designate at the time of offering.
Unless
otherwise specified in the applicable prospectus supplement, the debt
securities will be issued under an indenture, dated as of November 15, 1992, as
supplemented from time to time, between our company and The Bank of New York
Mellon (formerly known as The Bank of New York), as trustee. A copy of the
indenture is incorporated by reference as an exhibit to the registration
statement of which this prospectus is a part. The following summaries of
material provisions of the debt securities and of the indenture are not
complete and are subject to, and qualified in their entirety by reference to,
the provisions of the indenture, including the definitions of terms.
The
indenture does not limit the amount of debt, secured or unsecured, which we may
issue. The debt securities offered by this prospectus are unsecured and rank
equally with our other unsecured and unsubordinated indebtedness.
Terms of the Debt Securities
We
may issue the debt securities from time to time, without limitation as to
aggregate principal amount and in one or more series. We may issue debt
securities upon the satisfaction of conditions, including the delivery to the
trustee of a supplemental indenture, or a resolution of our Board of Directors
or a committee of our Board of Directors, or a certificate of one of our
officers who has been authorized by our Board of Directors to take that kind of
action, which fixes or establishes the terms of the debt securities being
issued. Any resolution or officers certificate approving the issuance of any
issue of debt securities will include the following terms of that issue of debt
securities:
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the
aggregate principal amount;
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the stated
maturity date;
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the date or
dates on which we will pay principal, if other than at maturity, or the
method we will use to determine these dates;
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if the
amount of payments of principal (and premium, if any) or interest may be
determined with reference to an index, formula or other method, the manner in
which such amounts will be determined;
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whether and
how the principal amount will be determined, whether by reference to an
index, formula or other method;
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the rate or
rates (or manner of calculating the rate or rates) at which the debt
securities will bear interest, if any, and the date or dates from which any
interest will accrue;
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the interest
payment dates and regular record dates for any interest payable;
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if in
addition to or other than the Borough of Manhattan, The City of New York, the
place or places where the principal (and premium, if any) and interest, if
any, will be payable, and where the debt securities may be delivered for
registration, transfer or exchange;
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any
provisions for redemption of the debt securities, the redemption price or
prices and any remarketing arrangements;
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any
mandatory redemption or sinking fund or analogous provisions;
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whether the
debt securities are denominated or payable in United States dollars or in one
or more currencies or units of two or more currencies;
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the form in
which we will issue the debt securities, whether registered, bearer or both,
and any restrictions applicable to the exchange of one form for another
and/or to the offer, sale and delivery of the debt securities in either form;
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whether and
under what circumstances we will pay additional amounts under any debt
securities held by a person who is not a U.S. person for specified taxes,
assessments or other governmental charges and whether we have the option to
redeem the affected debt securities rather than pay any such additional
amounts;
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whether the debt
securities are to be issued in global form and if so, the depositary for the
global securities;
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the title of
the debt securities and the series of which the debt securities are a part;
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the minimum
denominations in which any debt securities will be issuable if other than
denominations of $1,000 and any integral multiple thereof;
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any
additional covenants or events of default applicable to our company; and
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any other
terms of the debt securities which are not inconsistent with the provisions
of the indenture.
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Please
see the applicable prospectus supplement for the terms of the specific debt
securities being offered.
Prospective
purchasers of debt securities should be aware that special U.S. Federal income
tax, accounting and other considerations may be applicable to instruments such
as the debt securities. The prospectus supplement relating to an issue of debt
securities will describe these considerations, if they apply.
The
provisions of the indenture permit us, without the consent of the holders of
any debt securities, to issue additional debt securities with terms different
from those of debt securities previously issued and to reopen a previous series
of debt securities and issue additional debt securities of that series.
The
indenture does not contain any provisions which would provide protection to
holders of debt securities against a sudden and dramatic decline in credit
quality resulting from a takeover, a recapitalization or other highly leveraged
transaction involving Colgate.
6
We
will pay or deliver principal and any premium, additional amounts and interest
in the manner, at the places and subject to the restrictions set forth in the
indenture, the debt securities and the applicable prospectus supplement.
However, at our option, we may pay any interest by check mailed to the holders
of registered debt securities at their registered addresses.
Holders
may present debt securities for exchange, and registered debt securities for
transfer or exchange, in the manner, at the places and subject to the
restrictions set forth in the indenture, the debt securities and the prospectus
supplement. Holders may transfer debt securities in bearer form for registered
debt securities by delivering the bearer debt securities and related coupons,
if any, to the office or agency of the registrar for that series of debt
securities. If any series of debt securities is issued in global form, the
prospectus supplement will describe the circumstances, if any, under which
beneficial owners of interests in any global debt security may exchange those
interests for definitive debt securities of that same series and of like tenor
and principal amount, in any authorized form and denomination. There will be no
service charge for any transfer or exchange of debt securities, but we may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with a transfer or exchange other than certain
exchanges not involving any transfer.
Merger and Consolidation
We
may consolidate or merge with or into any other corporation, and we may sell,
lease or convey all or substantially all of our assets to any corporation,
provided
that:
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the
resulting corporation, if other than Colgate, is a corporation organized and
existing under the laws of the United States of America or any U.S. state or
the District of Columbia and assumes all of our obligations to:
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(1)
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pay or
deliver the principal of or any premium, interest or additional amounts on
the debt securities; and
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(2)
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perform and
observe all of our other obligations under the indenture, and
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we or any
successor corporation, as the case may be, are not, immediately after any
such consolidation, merger or sale of assets, in default under the indenture.
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Modification and Waiver
We
and the trustee may modify and amend the indenture with the consent of holders
of at least a majority in principal amount or aggregate issue price of each
series of debt securities affected. However, the consent of each holder of any
debt security affected must be obtained if the amendment or modification:
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changes the
stated maturity of the principal of, or any premium or installment of interest
or additional amounts on, any debt security;
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reduces the
principal amount due and payable at maturity or upon acceleration of maturity
of, or the rate of interest or additional amounts payable on, or any premium
payable on redemption or otherwise on, any debt security;
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adversely
affects any right of repayment at the option of the holders;
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changes the
place of delivery of, or currency of, the payment of principal or any
premium, interest or additional amounts on any debt security or impairs the
right to institute suit for the enforcement of any such payment or delivery;
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reduces the
percentage in principal amount or aggregate issue price of the outstanding
debt securities of any series, the consent of whose holders is required to
modify or amend the indenture; or
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modifies the
foregoing requirements or reduces the percentage to less than a majority in
principal amount or aggregate issue price of outstanding debt securities
necessary to waive certain past defaults by Colgate under the indenture.
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The
holders of at least a majority in principal amount or aggregate issue price of
the outstanding debt securities of any series may, with respect to that series,
waive past defaults under the indenture and waive our compliance with certain
provisions of the indenture, except as described under Events of Default.
Events of Default
Except
as otherwise provided in the applicable prospectus supplement, each of the
following constitutes an event of default with respect to each series of debt
securities issued under the indenture:
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default in
the payment of any interest or additional amounts when due and continuing for
30 days;
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default in
the payment of any principal or premium when due and payable at maturity;
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default in
the payment of any sinking fund payment when due;
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default in
the performance, or breach, of any other obligation of ours under the
indenture, or under provisions of a series of debt securities that are
applicable to all series of debt securities, and continuance of the default
for 60 days after we are given written notice of the default as provided in
the indenture;
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specified
events of bankruptcy, insolvency or reorganization of Colgate; and
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any other
event of default with respect to debt securities of that series.
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If
an event of default occurs and is continuing for any series of debt securities,
the trustee or the holders of at least 25% in principal amount or aggregate
issue price of the outstanding debt securities of that series may declare the
principal of all the debt securities of that series, or any lesser amount
provided for in the debt securities of that series, due and payable
immediately. At any time after such a declaration of acceleration with respect
to the debt securities of any series has been made, but before the trustee has
obtained a judgment or decree for payment of the money due, the holders of a
majority in principal amount or aggregate issue price of the outstanding debt
securities of that series by written notice may rescind any declaration of
acceleration and its consequences, provided that all payments and/or deliveries
due, other than those due as a result of acceleration, have been made and all
other events of default have been remedied or waived.
The
holders of at least a majority in principal amount or aggregate issue price of
the outstanding debt securities of any series may waive an event of default
with respect to that series, except a default:
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in the
payment of any amounts due and payable or deliverable under the debt
securities of that series; or
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in respect
of an obligation of ours contained in, or a provision of, the indenture which
cannot be modified under the terms of the indenture without the consent of
each holder of outstanding debt securities affected.
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The
holders of a majority in principal amount or aggregate issue price of the
outstanding debt securities of a series may direct the time, method and place
of conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred on the trustee with respect to debt
securities of that series, provided that the direction is not in conflict with
any rule of law, the indenture or the debt securities of that series. The
trustee must, within 90 days after a default occurs notify the holders of the
applicable series of debt securities of the default, unless the default is
cured or waived. The trustee may withhold notice of default, except default in
payment of principal, any premium, interest or sinking fund payment, if it
determines that it is in the interest of the holders to do so. Before
proceeding to exercise any right or power under the indenture at the direction
of the holders, the trustee is entitled to receive from those holders
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in complying with any such direction.
8
Unless
otherwise stated in the prospectus supplement, any series of debt securities
issued under the indenture will not have the benefit of any cross-default
provisions with other indebtedness of our company.
We
will be required to furnish to the trustee annually a statement as to our
performance of all of our obligations and conditions under the indenture.
Limitations Upon Liens
The
debt securities will not be secured by any mortgage, pledge or other lien.
Unless a prospectus supplement with respect to a particular series of debt
securities states otherwise, the covenants described below will apply to each
series of debt securities.
We
covenant in the indenture not to create or suffer to exist, or permit any of
our Principal Domestic Subsidiaries to create or suffer to exist, any Lien on
any Restricted Property, whether owned on the date of the indenture or
thereafter acquired, without making effective provision (and we covenant and
agree in the indenture that we will make or cause to be made effective
provision) whereby the debt securities shall be directly secured by such Lien
equally and ratably with (or prior to) all other indebtedness secured by such
Lien as long as such other indebtedness shall be so secured; provided, however,
that there shall be excluded from the foregoing restrictions:
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Liens
securing Debt not exceeding $10,000,000 which are existing on the date of the
indenture on Restricted Property; and, if any property owned or leased as of
the date of the indenture by us or one of our Principal Domestic Subsidiaries
at any time thereafter becomes a Principal Domestic Manufacturing Property,
any Liens existing on the date of the indenture on such property securing the
Debt secured or evidenced thereby on the date of the indenture;
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Liens on
Restricted Property of a Principal Domestic Subsidiary as a security for Debt
of such Subsidiary to us or to another Principal Domestic Subsidiary;
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in the case
of any corporation which becomes a Principal Domestic Subsidiary after the
date of the indenture, Liens on Restricted Property of such Principal
Domestic Subsidiary which are in existence at the time it becomes a Principal
Domestic Subsidiary and which were not incurred in contemplation of it becoming
a Principal Domestic Subsidiary;
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any Lien
existing prior to the time of acquisition of any Principal Domestic
Manufacturing Property acquired by us or one of our Principal Domestic
Subsidiaries after the date of the indenture through purchase, merger,
consolidation or otherwise;
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any Lien on
any Principal Domestic Manufacturing Property (other than a Major Domestic
Manufacturing Property) acquired or constructed by our company or a Principal
Domestic Subsidiary after the date of the indenture which is placed on such
Property at the time of or within 180 days after the acquisition thereof or
prior to, at the time of or within 180 days after completion of construction
thereof to secure all or a portion of the price of such acquisition or construction
or funds borrowed to pay all or a portion of the price of such acquisition or
construction;
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extensions,
renewals or replacements of any Lien referred to in the first, third, fourth
or fifth bullet points above to the extent that the principal amount of the
Debt secured or evidenced thereby is not increased, provided that the Lien is
not extended to any other Restricted Property;
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Liens
imposed by law, such as carriers', warehousemen's, mechanics', materialmen's,
vendors' and landlords' liens, and liens arising out of judgments or awards
against us or any of our Principal Domestic Subsidiaries with respect to
which we or such Subsidiary at the time shall currently be prosecuting an
appeal or proceedings for review and with respect to which it shall have
secured a stay of execution pending such appeal or proceedings for review;
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Liens
securing the payment of taxes, assessments and governmental charges or
levies, either (1) not delinquent or (2) being contested in good faith by
appropriate legal or administrative proceedings and as to which we or a
Principal Domestic Subsidiary, as the case may be, to the extent required by
generally accepted accounting principles applied on a consistent basis, shall
have set aside on its books adequate reserves;
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minor survey
exceptions, minor encumbrances, easements or reservations of, or rights of
others for, rights of way, sewers, electric lines, telegraph and telephone
lines and other similar purposes and zoning or other restrictions as to the
use of any Principal Domestic Manufacturing Property, which exceptions,
encumbrances, easements, reservations, rights and restrictions do not, in our
opinion, in the aggregate materially detract from the value of such Principal
Domestic Manufacturing Property or materially impair its use in the operation
of our business and that of our Principal Domestic Subsidiaries; and
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any Lien on
Restricted Property not referred to above if, at the time such Lien is
created, incurred, assumed or suffered to be created, incurred or assumed,
and after giving effect thereto and to the Debt secured or evidenced thereby,
the aggregate amount of all our outstanding Debt together with that of our
Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted
Property which are not referred to above and which do not equally and ratably
secure the debt securities, shall not exceed 15% of Consolidated Net Tangible
Assets.
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Code
means the Internal Revenue Code of 1986, as amended.
Consolidated
Net Tangible Assets means the aggregate amount of assets (less applicable
reserves and other properly deductible items) after deducting therefrom (1) all
current liabilities and (2) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles of ours and
our consolidated subsidiaries, all as set forth on the most recent balance
sheet of ours and our consolidated subsidiaries prepared in accordance with
generally accepted accounting principles as practiced in the United States.
Debt
means (1) indebtedness for borrowed money, (2) obligations evidenced by bonds,
debentures, notes or other similar instruments, (3) obligations to pay the
deferred purchase price of property or services (other than accounts payable in
the ordinary course of business), (4) obligations as a lessee under leases
which shall have been or should be, in accordance with generally accepted
accounting principles, recorded as capital leases, and (5) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (1) through (4) above.
Domestic
Subsidiary means any Subsidiary a majority of the business of which is
conducted within the United States of America, or a majority of the properties
and assets of which are located within the United States of America, except any
Subsidiary whose assets consist substantially of the securities of Subsidiaries
which are not Domestic Subsidiaries.
Instruments
of any corporation means and includes (1) all capital stock of all classes of
and all other equity interests in such corporation and all rights, options or
warrants to acquire the same, and (2) all promissory notes, debentures, bonds
and other evidences of Debt of such corporation.
Lien
means any mortgage, lien, pledge, security interest, encumbrance or charge of
any kind, any conditional sale or other title retention agreement or any lease
in the nature thereof, provided that the term Lien shall not include any
lease involved in a sale and lease-back transaction.
Major
Domestic Manufacturing Property means any Principal Domestic Manufacturing
Property the net depreciated book value of which on the date as of which the
determination is made exceeds 3% of the Consolidated Net Tangible Assets.
Principal
Domestic Manufacturing Property means any building, structure or facility
(including the land on which it is located and the improvements and fixtures
constituting a part thereof) used primarily for manufacturing
10
or processing
which is owned or leased by us or any of our Subsidiaries, is located in the
United States of America and the net depreciated book value of which on the
date as of which the determination is made exceeds 1% of Consolidated Net
Tangible Assets, except any such building, structure or facility which our
Board of Directors by resolution declares is not of material importance to the
total business conducted by us and our Subsidiaries as an entirety.
Principal
Domestic Subsidiary means (1) each Subsidiary which owns or leases a Principal
Domestic Manufacturing Property, (2) each Domestic Subsidiary the consolidated
net worth of which exceeds 3% of Consolidated Net Tangible Assets (as set forth
in the most recent financial statements delivered pursuant to the indenture)
and (3) each Domestic Subsidiary of each Subsidiary referred to in the
foregoing clause (1) or (2) except any such Subsidiary the accounts receivable
and inventories of which have an aggregate net book value of less than
$5,000,000.
Restricted
Property means and includes (1) all Principal Domestic Manufacturing
Properties, (2) all Instruments of all Principal Domestic Subsidiaries and (3)
all inventories and accounts receivable of ours and our Principal Domestic
Subsidiaries.
Subsidiary
means any Corporation of which at the time of determination we or one or more
of our Subsidiaries owns or controls directly or indirectly more than 50% of
the shares of Voting Stock.
Voting
Stock means stock of a Corporation of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of such Corporation, provided that,
for this purpose, stock which carries only the right to vote conditionally on
the happening of an event shall not be considered voting stock whether or not
such event shall have happened.
Other
capitalized terms used but not defined in this prospectus shall have the
meaning given those terms in the indenture.
Legal Defeasance and Covenant Defeasance
We
at any time may terminate as to a series of debt securities all of our
obligations (except for certain obligations regarding the defeasance trust and
obligations to register the transfer or exchange of a debt security, to replace
destroyed, lost or stolen debt securities and any related coupons and to
maintain agencies with respect to the debt securities) arising under the
indenture and the debt securities and coupons of that series. This option of
ours is called a legal defeasance. We at any time may terminate as to a
series of debt securities, among other obligations, our obligations arising
under the covenant described under Limitations Upon Liens above. This option
of ours is called a covenant defeasance.
We
may exercise our legal defeasance option with respect to a series of debt
securities even if we have previously exercised our covenant defeasance option
in regard to that series of debt securities. If we exercise our legal
defeasance option with respect to a series of debt securities, that series may
not be accelerated because of an Event of Default. If we exercise our covenant
defeasance option with respect to a series of debt securities, that series may
not be accelerated on the basis of breaches of the defeased covenant.
To
exercise either option as to a series of debt securities, we must deposit in
trust with the trustee cash or United States government obligations sufficient
to pay the principal of, premium, if any, and interest on the debt securities
of that series at their maturity or redemption and must comply with other
specified conditions. In particular, we must obtain an opinion of tax counsel
that the defeasance will not result in recognition for United States Federal
income tax purposes of any gain or loss to holders of the series of debt
securities. The opinion of tax counsel, in the case of legal defeasance, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable United States Federal income tax law occurring after the date of
the indenture.
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Concerning the Trustee
The
Bank of New York Mellon serves as trustee under the Indenture and is the
security registrar and paying agent with respect to the debt securities. The
indenture provides that, except during the continuance of an Event of Default,
the trustee will perform only such duties as are specifically set forth in the
indenture. During the existence of an Event of Default, the trustee will
exercise such rights and powers vested in it under the indenture and use the
same degree of care and skill in its exercise as a prudent person would
exercise under the circumstances in the conduct of such person's own affairs.
The
indenture contains certain limitations on the right of the trustee, should it
become a creditor of ours, to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security
or otherwise. The trustee is permitted to engage in other transactions with us;
provided, however, that if the trustee acquires any conflicting interest it
must eliminate such conflict or resign.
The
trustee's principal office is located at One Wall Street, New York, New York
10286. We have banking relationships with The Bank of New York Mellon and
certain of its affiliates. Richard J. Kogan, one of our directors, is also a
director of The Bank of New York Mellon Corporation, the parent of the trustee.
Governing Law
The
indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
PLAN OF DISTRIBUTION
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We may sell
debt securities:
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to the
public through underwriters acting individually or through a group of
underwriters which may be managed or co-managed by one or more underwriters
designated by us,
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through
agents or dealers,
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directly to
one or more other purchasers, or
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by any
combination of these methods of sale.
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The
prospectus supplement with respect to the particular series of debt securities
being offered will describe the terms of the offering of that series, including
the name or names of any agents or underwriters, the public offering or
purchase price, the proceeds to us from the offering, any discounts and
commissions to be allowed or paid to the agents or underwriters, all other
items constituting underwriting compensation, any discounts and commissions to
be allowed or paid to dealers, any initial public offering price and any
exchanges on which the debt securities may be listed. Underwriters, dealers and
agents that participate in the distribution of the debt securities may be
deemed to be underwriters, and any discounts or commissions received by them
from us and any profit on the resale of the debt securities by them may be
deemed to be underwriting discounts and commissions, under the Securities Act
of 1933, as amended.
Under
certain circumstances, we may repurchase debt securities and reoffer them to
the public as set forth above. We may also arrange for repurchases and resales
of the debt securities by dealers.
No
particular offering of debt securities will have an established trading market
when issued. Unless specified in the applicable prospectus supplement, we will
not list the notes on any securities exchange. The underwriters may from time
to time purchase and sell notes in the secondary market, but they are not
obligated to do so, and there can be no assurance that there will be a
secondary market for the notes or liquidity in the secondary market if one
develops. In addition, the underwriters may discontinue any market-making
activity at any time.
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To
facilitate a debt securities offering, any underwriter may engage in
over-allotment, stabilizing transactions, short covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934, as amended.
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Over-allotment
involves sales in excess of the offering size, which creates a short
position.
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Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum.
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Short
covering transactions involve purchases of the securities in the open market
after the distribution is completed to cover short positions.
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Penalty bids
permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a covering
transaction to cover short positions.
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Those
activities may cause the price of the securities to be higher than it would
otherwise be. If commenced, the underwriters may discontinue those activities
at any time.
If
so indicated in the prospectus supplement, we will authorize underwriters to
solicit offers by certain institutions to purchase debt securities from us
pursuant to delayed delivery contracts providing for payment and delivery on
the date stated in the prospectus supplement. Each contract will be for an
amount not less than, and, unless we otherwise agree, the aggregate principal
amount of debt securities sold pursuant to the contracts shall not be more
than, the respective amounts stated in the prospectus supplement. Institutions
with whom the contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions, and other institutions, but shall in
all cases be subject to our approval. Delayed delivery contracts will not be
subject to any conditions except that the purchase by an institution of the
debt securities covered under any such contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which that institution is subject.
We
have agreed to indemnify the agents and the underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments the agents or the underwriters may be required to make
in connection with those liabilities. Agents, underwriters and dealers may be
customers of ours, engage in transactions with us, or perform services for us
in the ordinary course of business.
WHERE YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available over the Internet on
the SEC's web site at http://www.sec.gov and on our web site at
http://www.colgate.com. You may also read and copy any document we file by
visiting the SEC's Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. Copies of these materials also can
be obtained at prescribed rates from the SEC, Public Reference Section, 100 F
Street, N.E., Washington, D.C. 20549. Our common stock is listed and traded on
the New York Stock Exchange. You may also inspect the information we file with
the SEC at the NYSEs offices at 20 Broad Street, New York, New York 10005.
Information about us is also available at our web site at
http://www.colgate.com. However, the information on our web site is not a part
of this prospectus.
We
have filed a registration statement on Form S-3 with the SEC covering the debt
securities. For further information on us and the debt securities, you should
refer to our registration statement and its exhibits. This prospectus
summarizes certain provisions of contracts and other documents that we refer
you to. Because the prospectus may not contain all the information that you may
find important, you should review the full text of these documents. We have
included copies of these documents as exhibits to our registration statement of
which this prospectus is a part.
13
INCORPORATION OF INFORMATION WE FILE WITH THE
SEC
The
SEC allows us to incorporate by reference the information we file with them,
which means:
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incorporated
documents are considered part of this prospectus;
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we can
disclose important information to you by referring you to those documents;
and
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information
that we file with the SEC will automatically update and, to the extent
inconsistent, supersede this prospectus and previously incorporated
information.
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We
incorporate by reference the documents listed below which we filed with the SEC
under the Securities Exchange Act of 1934 (except that we do not incorporate by
reference any portion of a document that is deemed, under SEC rules, to have
been furnished and not filed):
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annual
report on Form 10-K for the year ended December 31, 2007;
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quarterly
reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and
September 30, 2008; and
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current
reports on Form 8-K dated January 31, 2008 (solely with respect to the
information set forth in Item 8.01 thereof) and May 13, 2008.
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We
also incorporate by reference each of the following documents that we will file
with the SEC after the date of this prospectus until this offering is
completed:
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all
documents filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
including definitive proxy or information statements filed under Section 14
of the Exchange Act in connection with any subsequent stockholders meeting
(other than information in the documents that is deemed to have been
furnished and not filed).
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You
should rely only on information contained or incorporated by reference in this
prospectus. Neither we nor any agent or underwriter acting on our behalf has
authorized any other person to provide you with different or additional
information. If anyone provides you with different or inconsistent information,
you should not rely on it. Neither we nor any agent or underwriter acting on our
behalf is making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted.
You
should assume that the information appearing in this prospectus is accurate as
of the date of this prospectus only. Our business, financial condition and
results of operations may have changed since that date.
You
may request a copy of any filings referred to above (excluding exhibits that
are not specifically incorporated by reference therein), at no cost, by
contacting us at the following address: Investor Relations, Colgate-Palmolive
Company, 300 Park Avenue, New York, New York 10022-7499, Telephone: (212)
310-2000, E-mail: Investor_Relations@colpal.com.
VALIDITY OF THE DEBT SECURITIES
The
validity of the debt securities will be passed upon for Colgate by Sidley
Austin
LLP
, New York, New York
and for any agents or underwriters by Mayer Brown LLP, Chicago, Illinois.
EXPERTS
The
consolidated financial statements and management's assessment of the effectiveness
of internal control over financial reporting (which is included in Management's
Annual Report on Internal Control over Financial Reporting) incorporated in
this prospectus by reference to the Annual Report on Form 10-K of
Colgate-Palmolive Company
14
and its
subsidiaries for the year ended December 31, 2007 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
15
$1,500,000,000
Medium-Term Notes, Series F
Due One Year or More
From Date of Issue
PROSPECTUS SUPPLEMENT
Citi
Deutsche Bank Securities
Goldman, Sachs & Co.
J.P. Morgan
Merrill Lynch & Co.
Morgan Stanley
October 31, 2008
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