Pricing Supplement No. 3 dated April 19, 2002 Rule 424(B)(3)
(To Prospectus dated November 13, 2001 File No. 333-72340
and Prospectus Supplement dated November 13, 2001)
Colgate-Palmolive Company
Medium-Term Notes - Fixed Rate
Series E
We are hereby offering to sell Notes having the terms specified below
to you with the assistance of Banc of America Securities LLC, BNP Paribas
Securities Corp., Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P.
Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and The Williams
Capital Group, L.P. (the "Agents"), acting as principal, at a fixed initial
public offering price of 100% of the principal amount.
Principal Amount: $330,000,000 Trade Date: April 19, 2002
Issue Price: 100% Original Issue Date: April 24, 2002
Interest Rate: 5.98% Net Proceeds to Colgate: $327,937,500
Stated Maturity Date: April 25, 2012 Agents' Discount or Commission: $2,062,500
Interest Payment Dates: April 25 and October 25 of each year, commencing on
October 25, 2002.
Day Count Convention:
[ X ] 30/360 for the period from April 24, 2002 to April 25, 2012.
[ ] Actual / 360 for the period from to .
[ ] Actual / Actual for the period from ____ to _____
Redemption: The Notes are not subject to redemption at the option of
Colgate prior to the stated maturity date.
Optional Repayment: The Notes are not subject to repayment at the option of
the holders prior to the stated maturity date.
Currency:
Specified Currency: US Dollars
Minimum Denomination: $1,000
Original Issue Discount: [ ] [ X ] No
Total amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [ X ] Book-entry [ ] Certificated
The Agents have severally, and not jointly, agreed to purchase from us, and we
have agreed to sell to the Agents, the principal amount of Notes set forth
opposite their respective names.
Agent Principal Amount of Notes
---------------- --------------------------
Banc of America Securities LLC $ 40,000,000
BNP Paribas Securities Corp. 40,000,000
Deutsche Bank Securities Inc. 40,000,000
Goldman, Sachs & Co. 40,000,000
J.P. Morgan Securities Inc. 40,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 40,000,000
Morgan Stanley & Co. Incorporated 40,000,000
Salomon Smith Barney Inc. 40,000,000
The Williams Capital Group, L.P. 10,000,000
-------------
Total: $330,000,000
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[ ] Other provisions:
Use of Proceeds:
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The net proceeds from the sale of the Notes will be used by Colgate to
retire commercial paper which was issued by Colgate for general corporate
purposes and working capital financing. As of April 19, 2002, Colgate's
outstanding commercial paper had a weighted average interest rate of 1.81%
with maturities ranging from 3 days to 42 days.
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Recent Developments
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On April 18, 2002, Colgate announced first quarter earnings results
for fiscal year 2002. The following table sets forth unaudited summary
consolidated results for the three-month periods ended March 31, 2002 and
2001.
Colgate-Palmolive Company Summary of Consolidated Results
For the three months ended March 31, 2002 and 2001
(Dollars in Millions Except Per Share Amounts) (Unaudited)
2002 2001
---- ----
Net Sales $2,195.2 $2,212.2
Cost of Sales 992.4 1,031.8
Gross Profit 1,202.8 1,180.4
Gross Profit Margin 54.8% 53.4%
Selling, General & Administrative Expenses 742.1 738.9
Earnings before Interest & Taxes (EBIT) 460.7 441.5
Operating Profit Margin 21.0% 20.0%
Net Interest Expense 34.9 43.6
Income Before Income Taxes 425.8 397.9
Provision for Income Taxes 136.1 130.0
Tax Rate 32.0% 32.7%
Net Income 289.7 267.9
Net Earnings Per Common Share
Basic $.52 $.47
Diluted $.49 $.44
Average Common Shares Outstanding
Basic 549.2 564.6
Diluted 597.2 615.5
SFAS 142, which was adopted on January 1, 2002, resulted in the
discontinuance of amortization of goodwill and indefinite life intangible
assets. If year 2001 had been restated for the impact of SFAS 142, EBIT, net
income and diluted earnings per share would have been $455.5, $279.1 and $.45,
respectively.
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