チャーチ&ドワイトの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


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

For the quarter ended September 30, 2023


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

For the transition period from to

Commission file number 1-10585

CHURCH & DWIGHT CO., INC.

(Exact name of registrant as specified in its charter)

Delaware

13-4996950

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

500 Charles Ewing Boulevard, Ewing, NJ 08628

(Address of principal executive offices)

Registrant’s telephone number, including area code: (609) 806-1200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common Stock, $1 par value

CHD

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of November 1, 2023 there were 246,381,732 shares of Common Stock outstanding.

TABLE OF CONTENTS

PART I


Item		Page
1.	Financial Statements	3

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

3.	Quantitative and Qualitative Disclosures about Market Risk	31

4.	Controls and Procedures	31

PART II


1.	Legal Proceedings	32

1A.	Risk Factors	33

2.	Unregistered Sales of Equity Securities Use of Proceeds and Issuer Purchases of Equity Securities	34

5.	Other Information	34

6.	Exhibits	35

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per share data)


	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022
Net Sales	$	1,455.9		$	1,317.3		$	4,339.9		$	3,939.6
Cost of sales		809.6			767.6			2,432.7			2,292.1
Gross Profit		646.3			549.7			1,907.2			1,647.5
Marketing expenses		167.8			140.7			422.3			345.5
Selling, general and administrative expenses		222.7			155.1			643.6			505.8
Income from Operations		255.8			253.9			841.3			796.2
Equity in earnings of affiliates		1.7			3.7			8.1			10.0
Other income (expense), net		3.7			0.6			6.7			0.6
Interest expense		(27.2	)		(23.7	)		(83.9	)		(59.6	)
Income before Income Taxes		234.0			234.5			772.2			747.2
Income taxes		56.5			47.4			170.3			168.6
Net Income	$	177.5		$	187.1		$	601.9		$	578.6

Weighted average shares outstanding - Basic		246.0			242.8			244.9			242.7
Weighted average shares outstanding - Diluted		248.7			246.0			247.8			246.4
Net income per share - Basic	$	0.72		$	0.77		$	2.46		$	2.38
Net income per share - Diluted	$	0.71		$	0.76		$	2.43		$	2.35
Cash dividends per share	$	0.27		$	0.26		$	0.82		$	0.79

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)


	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022
Net Income	$	177.5		$	187.1		$	601.9		$	578.6
Other comprehensive income, net of tax:
Foreign exchange translation adjustments		(6.4	)		(13.3	)		(0.7	)		(27.8	)
Defined benefit plan adjustments gain (loss)		1.3		0.0				2.8			1.9
Income (loss) from derivative agreements		3.5			14.3			(2.2	)		48.0
Other comprehensive income (loss)		(1.6	)		1.0			(0.1	)		22.1
Comprehensive income	$	175.9		$	188.1		$	601.8		$	600.7

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except share and per share data)


	September 30,			December 31,
	2023			2022
Assets
Current Assets
Cash and cash equivalents	$	573.3		$	270.3
Accounts receivable, less allowances of $7.6 and $3.5		460.9			422.0
Inventories		671.7			646.6
Other current assets		38.7			57.0
Total Current Assets		1,744.6			1,395.9

Property, Plant and Equipment, Net		862.4			761.1
Equity Investment in Affiliates		13.6			12.7
Trade Names and Other Intangibles, Net		3,338.2			3,431.6
Goodwill		2,431.5			2,426.8
Other Assets		311.9			317.5
Total Assets	$	8,702.2		$	8,345.6

Liabilities and Stockholders' Equity
Current Liabilities
Short-term borrowings	$	3.8		$	74.0
Accounts payable		691.8			666.7
Accrued expenses and other liabilities		485.9			436.1
Income taxes payable		6.9			7.0
Total Current Liabilities		1,188.4			1,183.8

Long-term Debt		2,401.5			2,599.5
Deferred Income Taxes		753.1			757.0
Deferred and Other Long-term Liabilities		270.2			273.4
Business Acquisition Liabilities		38.5			42.0
Total Liabilities		4,651.7			4,855.7

Commitments and Contingencies
Stockholders' Equity
Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued		0.0			0.0
Common Stock, $1.00 par value, Authorized 600,000,000 shares and 293,709,982 shares issued as of September 30, 2023 and December 31, 2022		293.7			293.7
Additional paid-in capital		441.4			366.2
Retained earnings		5,925.9			5,524.6
Accumulated other comprehensive loss		(29.4	)		(29.3	)
Common stock in treasury, at cost: 47,369,452 shares as of September 30, 2023 and 49,814,106 shares as of December 31, 2022		(2,581.1	)		(2,665.3	)
Total Stockholders' Equity		4,050.5			3,489.9
Total Liabilities and Stockholders' Equity	$	8,702.2		$	8,345.6

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(In millions)


	Nine Months Ended
	September 30,			September 30,
	2023			2022
Cash Flow From Operating Activities
Net Income	$	601.9		$	578.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		52.8			50.1
Amortization expense		114.1			110.5
Deferred income taxes		(6.0	)		(12.7	)
Equity in net earnings of affiliates		(8.1	)		(10.0	)
Distributions from unconsolidated affiliates		7.2			7.2
Non-cash compensation expense		51.5			22.0
Other		1.9			(1.5	)
Change in assets and liabilities:
Accounts receivable		(37.4	)		(1.7	)
Inventories		(24.5	)		(152.7	)
Other current assets		11.2			4.7
Accounts payable, accrued and other liabilities		32.0			(56.0	)
Income taxes payable		9.3			16.5
Other operating assets and liabilities, net		(10.8	)		(20.9	)
Net Cash Provided By Operating Activities		795.1			534.1
Cash Flow From Investing Activities
Additions to property, plant and equipment		(121.5	)		(98.1	)
Other		(6.9	)		(2.6	)
Net Cash Used In Investing Activities		(128.4	)		(100.7	)
Cash Flow From Financing Activities
Long-term debt borrowings		0.0			499.8
Long-term debt (repayments)		(200.0	)		(300.0	)
Short-term debt (repayments), net of borrowings		(70.6	)		(249.5	)
Proceeds from stock options exercised		107.6			22.4
Payment of cash dividends		(199.9	)		(191.2	)
Deferred financing and other		(0.1	)		(7.5	)
Net Cash Provided By (Used In) Financing Activities		(363.0	)		(226.0	)
Effect of exchange rate changes on cash and cash equivalents		(0.7	)		(10.4	)
Net Change In Cash and Cash Equivalents		303.0			197.0
Cash and Cash Equivalents at Beginning of Period		270.3			240.6
Cash and Cash Equivalents at End of Period	$	573.3		$	437.6

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW-CONTINUED

(Unaudited)

(In millions)


	Nine Months Ended
	September 30,		September 30,
	2023		2022
Cash paid during the period for:
Interest (net of amounts capitalized)	$	77.0	$	54.0
Income taxes	$	167.0	$	165.5
Supplemental disclosure of non-cash investing activities:
Property, plant and equipment expenditures included in Accounts Payable	$	47.1	$	34.4

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In millions)


	Number of Shares					Amounts
	Common Stock		Treasury Stock			Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders' Equity
December 31, 2021		292.8		(50.3	)	$	292.8	$	310.3	$	5,366.0		$	(68.2	)	$	(2,667.7	)	$	3,233.2
Net income		0.0		0.0			0.0		0.0		204.4			0.0			0.0			204.4
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			15.0			0.0			15.0
Cash dividends		0.0		0.0			0.0		0.0		(63.7	)		0.0			0.0			(63.7	)
Stock purchases		0.0		(0.2	)		0.0		20.0		0.0			0.0			(20.0	)		0.0
Stock based compensation expense and stock option plan transactions		0.0		0.3			0.0		3.9		0.0			0.0			10.1			14.0
March 31, 2022		292.8		(50.2	)	$	292.8	$	334.2	$	5,506.7		$	(53.2	)	$	(2,677.6	)	$	3,402.9
Net income		0.0		0.0			0.0		0.0		187.1			0.0			0.0			187.1
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			6.1			0.0			6.1
Cash dividends		0.0		0.0			0.0		0.0		(63.7	)		0.0			0.0			(63.7	)
Stock based compensation expense and stock option plan transactions		0.0		0.2			0.0		15.9		0.0			0.0			6.1			22.0
June 30, 2022		292.8		(50.0	)	$	292.8	$	350.1	$	5,630.1		$	(47.1	)	$	(2,671.5	)	$	3,554.4
Net income		0.0		0.0			0.0		0.0		187.1			0.0			0.0			187.1
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			1.0			0.0			1.0
Cash dividends		0.0		0.0			0.0		0.0		(63.8	)		0.0			0.0			(63.8	)
Stock based compensation expense and stock option plan transactions		0.0		0.1			0.0		5.8		0.0			0.0			3.3			9.1
September 30, 2022		292.8		(49.9	)	$	292.8	$	355.9	$	5,753.4		$	(46.1	)	$	(2,668.2	)	$	3,687.8

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY-CONTINUED

(Unaudited)

(In millions)


	Number of Shares					Amounts
	Common Stock		Treasury Stock			Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders' Equity
December 31, 2022		293.7		(49.8	)	$	293.7	$	366.2	$	5,524.6		$	(29.3	)	$	(2,665.3	)	$	3,489.9
Net income		0.0		0.0			0.0		0.0		203.2			0.0			0.0			203.2
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			3.1			0.0			3.1
Cash dividends		0.0		0.0			0.0		0.0		(66.3	)		0.0			0.0			(66.3	)
Stock based compensation expense and stock option plan transactions		0.0		0.3			0.0		27.8		(0.3	)		0.0			10.3			37.8
March 31, 2023		293.7		(49.5	)	$	293.7	$	394.0	$	5,661.2		$	(26.2	)	$	(2,655.0	)	$	3,667.7
Net income		0.0		0.0			0.0		0.0		221.2			0.0			0.0			221.2
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			(1.6	)		0.0			(1.6	)
Cash dividends		0.0		0.0			0.0		0.0		(66.7	)		0.0			0.0			(66.7	)
Stock based compensation expense and stock option plan transactions		0.0		1.8			0.0		28.6		(0.4	)		0.0			62.2			90.4
June 30, 2023		293.7		(47.7	)	$	293.7	$	422.6	$	5,815.3		$	(27.8	)	$	(2,592.8	)	$	3,911.0
Net income		0.0		0.0			0.0		0.0		177.5			0.0			0.0			177.5
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			(1.6	)		0.0			(1.6	)
Cash dividends		0.0		0.0			0.0		0.0		(66.9	)		0.0			0.0			(66.9	)
Stock based compensation expense and stock option plan transactions		0.0		0.3			0.0		18.8		0.0			0.0			11.7			30.5
September 30, 2023		293.7		(47.4	)	$	293.7	$	441.4	$	5,925.9		$	(29.4	)	$	(2,581.1	)	$	4,050.5

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In millions, except per share data)

Basis of Presentation

These condensed consolidated financial statements have been prepared by Church & Dwight Co., Inc. (the “Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for all periods presented have been made. Results of operations for interim periods may not be representative of results to be expected for the full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”).

The Company incurred research and development expenses in the third quarter of 2023 and 2022 of $30.3 and $29.2, respectively. The Company incurred research and development expenses in the first nine months of 2023 and 2022 of $87.2 and $80.9, respectively. These expenses are included in selling, general and administrative (“SG&A”) expenses.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In September 2022, the FASB issued new accounting guidance intended to add certain qualitative and quantitative disclosure requirements for a buyer in a supplier finance program. The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for all entities for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The Company has adopted the standard which resulted in additional disclosures. Refer to Note 13.

There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Inventories

Inventories consist of the following:


	September 30,		December 31,
	2023		2022
Raw materials and supplies	$	139.3	$	149.5
Work in process		37.3		46.8
Finished goods		495.1		450.3
Total	$	671.7	$	646.6

Property, Plant and Equipment, Net (“PP&E”)

PP&E consists of the following:


	September 30,		December 31,
	2023		2022
Land	$	28.2	$	28.1
Buildings and improvements		308.0		299.1
Machinery and equipment		885.2		856.5
Software		117.5		109.1
Office equipment and other assets		105.1		96.9
Construction in progress		305.7		211.5
Gross PP&E		1,749.7		1,601.2
Less accumulated depreciation and amortization		887.3		840.1
Net PP&E	$	862.4	$	761.1


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
Depreciation expense on PP&E	$	18.2	$	16.7	$	52.8	$	50.1

Earnings Per Share (“EPS”)

Basic EPS is calculated based on income available to holders of the Company’s common stock (“Common Stock”) and the weighted average number of shares outstanding during the reported period. Diluted EPS includes additional dilution from potential Common Stock issuable pursuant to the exercise of outstanding stock options.

The following table sets forth a reconciliation of the weighted average number of shares of Common Stock outstanding to the weighted average number of shares outstanding on a diluted basis:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
Weighted average common shares outstanding - basic		246.0		242.8		244.9		242.7
Dilutive effect of stock options		2.7		3.2		2.9		3.7
Weighted average common shares outstanding - diluted		248.7		246.0		247.8		246.4
Antidilutive stock options outstanding		2.5		3.0		2.6		3.0

Stock Based Compensation Plans

In the first quarter of 2023, the Company updated its Long-Term Incentive Program (“LTIP”) to provide employees with an award of stock options and initial grants of restricted stock units (“RSUs”), and made an initial grant of performance share units ("PSUs") to members of the Company's Executive Leadership Team ("ELT"). In connection with this update, the awards, which were granted in the second quarter in previous years, were granted in the first quarter of 2023 and are expected to be granted in the first quarter in subsequent years. The stock option terms remain unchanged and are summarized in more detail in the Stock Based Compensation footnote within the Company’s 2022 Form 10-K. The Company recognizes the grant-date fair value for each of these awards, less estimated forfeitures, as compensation expense ratably over the vesting period.

Stock Options

The following table provides a summary of option activity:


						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
				Exercise		Term		Intrinsic
	Options			Price		(in Years)		Value
Outstanding at December 31, 2022		11.9		$	62.64
Granted		1.0			83.61
Exercised		(2.4	)		44.53
Cancelled		(0.2	)		81.21
Outstanding at September 30, 2023		10.3		$	68.62		6.0	$	238.7
Exercisable at September 30, 2023		6.5		$	58.98		4.6	$	211.0

The following table provides information regarding the intrinsic value of stock options exercised and stock compensation expense related to stock option awards:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
Intrinsic Value of Stock Options Exercised	$	14.2	$	3.3	$	121.9	$	29.6
Stock Compensation Expense Related to Stock Option Awards	$	3.8	$	4.1	$	22.7	$	21.6
Issued Stock Options		0.0		0.0		1.0		1.5
Weighted Average Fair Value of Stock Options issued (per share)	$	0.0	$	0.0	$	24.05	$	21.48
Fair Value of Stock Options Issued	$	0.0	$	0.0	$	24.8	$	32.7

The following table provides a summary of the assumptions used in the valuation of issued stock options:


	Three Months Ended		Nine Months Ended
	September 30,	September 30,	September 30,			September 30,
	2023	2022	2023			2022
Risk-free interest rate	N/A	N/A		4.0	%		2.9	%
Expected life in years	N/A	N/A		7.3			7.1
Expected volatility	N/A	N/A		22.4	%		21.7	%
Dividend yield	N/A	N/A		1.3	%		1.2	%

Restricted Stock Units

The Company updated its LTIP in the first quarter of 2023 to add RSUs to its annual employee compensation program. As a result of this update, the Company granted employees 119,570 RSUs with a total fair value of $10.3 at a weighted average grant date fair value of $86.18 per RSU during the nine months ended September 30, 2023. The annual RSU grants vest one-third on each of the first, second and third anniversaries of the grant date, subject to the recipient’s continued employment with the Company from the grant date through the applicable vesting date, and are settled with shares of the Company’s Common Stock within 60 days following the applicable vesting date.

Additionally, in connection with the Hero Acquisition (see Note 10), 854,882 shares of restricted stock were issued in October 2022 with a total fair value of $61.5. The restricted stock will be recognized as compensation expense as the stock is subject to vesting requirements for individuals who received the restricted stock and will continue to be employed by the Company. The vesting requirements are satisfied at various dates over a three-year period from the date of the acquisition.

Performance Stock Units

In the first quarter of 2023, the Company granted PSUs to members of the ELT including the CEO, with an aggregate award fair value equal to $2.2. 19,650 PSUs were issued at a weighted average grant date fair value equal to $110.95 per PSU using a Monte Carlo model.

The performance target is based on the Company's total shareholder return ("TSR") relative to a Company selected peer group. The PSUs vest on the later of (i) the third anniversary of the grant date, and (ii) the date that the Compensation & Human Capital Committee certifies the achievement of the applicable performance goals, in each case, subject to the recipient’s continued employment with the Company from the grant date through the vesting date. The number of shares that may be issued ranges from 0% to 200% based on relative TSR during the three-year performance period. Vested PSUs will be settled into shares of the Company’s Common Stock, if at all, within 60 days following the vesting date.

Share Repurchases

On October 28, 2021, the Board authorized a share repurchase program, under which the Company had initial availability to repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”). The 2021 Share Repurchase Program does not have an expiration and replaced the 2017 Share Repurchase Program. The 2021 Share Repurchase Program did not modify the Company’s evergreen share repurchase program, authorized by the Board on January 29, 2014, under which the Company may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under its incentive plans.

As a result of the Company’s stock repurchases, there remains $729.7 of share repurchase availability under the 2021 Share Repurchase Program as of September 30, 2023.

There have been no stock repurchases in 2023.

Fair Value Measurements

The following table provides the carrying amounts and estimated fair values of the Company’s financial instruments at September 30, 2023 and December 31, 2022:


		September 30, 2023				December 31, 2022
	Input	Carrying		Fair		Carrying		Fair
	Level	Amount		Value		Amount		Value
Financial Assets:
Cash equivalents	Level 1	$	460.8	$	460.8	$	153.9	$	153.9
Financial Liabilities:
Short-term borrowings	Level 2		3.8		3.8		74.0		74.0
Term loan due December 22, 2024	Level 2		200.0		200.0		400.0		400.0
3.15% Senior notes due August 1, 2027	Level 2		424.8		393.7		424.8		397.3
2.3% Senior notes due December 15, 2031	Level 2		399.3		315.6		399.3		321.3
5.6% Senior notes due November 15, 2032	Level 2		499.2		500.3		499.1		518.9
3.95% Senior notes due August 1, 2047	Level 2		397.7		300.6		397.6		316.7
5.00% Senior notes due June 15, 2052	Level 2		499.8		439.6		499.7		464.7

The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the nine months ended September 30, 2023.

Refer to Note 2 in the Form 10-K for a description of the methods and assumptions used to estimate the fair value of each class of financial instruments reflected in the condensed consolidated balance sheets.

The carrying amounts of Accounts Receivable, and Accounts Payable and Accrued Expenses, approximated estimated fair values as of September 30, 2023 and December 31, 2022.

Derivative Instruments and Risk Management

Changes in interest rates, foreign exchange rates, the price of the Company's Common Stock and commodity prices expose the Company to market risk. The Company manages these risks by the use of derivative instruments, such as cash flow and fair value hedges, diesel and commodity hedge contracts, equity derivatives and foreign exchange forward contracts. The Company does not use derivatives for trading or speculative purposes. Refer to Note 3 in the Form 10-K for a discussion of each of the Company’s derivative instruments in effect as of December 31, 2022.

The notional amount of a derivative instrument is the nominal or face amount used to calculate payments made on that instrument. Notional amounts are presented in the following table:


	Notional		Notional
	Amount		Amount
	September 30, 2023		December 31, 2022
Derivatives designated as hedging instruments
Foreign exchange contracts	$	213.1	$	231.5
Diesel fuel contracts	2.0 gallons		5.0 gallons
Commodities contracts	39.4 pounds		26.8 pounds
Derivatives not designated as hedging instruments
Foreign exchange contracts	$	1.6	$	1.6
Equity derivatives	$	21.4	$	22.5

The fair values and amount of gain (loss) recognized in income and Other Comprehensive Income (“OCI”) associated with the derivative instruments disclosed above did not have a material impact on the Company’s condensed consolidated financial statements during the three and nine months ended September 30, 2023.

10.

Acquisitions

On October 13, 2022, the Company acquired all of the issued and outstanding shares of capital stock of Hero Cosmetics, Inc. ("Hero"), the developer of the HERO® brand which includes the MIGHTY PATCH® acne treatment products (the “Hero Acquisition”). The Company paid $546.8, net of cash acquired, at closing, and deferred an additional cash payment of $8.0 for five years to satisfy certain indemnification obligations, if necessary. The Company also issued $61.5 of restricted stock which will be recognized as compensation expense as the vesting requirements for individuals who received the restricted stock, and will continue to be employed by the Company, are satisfied. The vesting requirements are satisfied at various dates over a three-year period from the date of the acquisition. Hero’s annual net sales for the year ended December 31, 2022 were approximately $179.0. The Hero Acquisition was financed with cash on hand and commercial paper borrowings and is managed in the Consumer Domestic segment. In the first quarter of 2023, the Company made a net cash payment of $3.5 primarily associated with final working capital adjustments. In the third quarter of 2023, the Company completed its determination of the acquired tax position of Hero Cosmetics Inc. resulting in a $1.3 adjustment to increase goodwill.

The fair values of the net assets at acquisition are set forth as follows:


Accounts receivable	$	19.5
Inventory		25.4
Other current assets		1.2
Property, plant and equipment		0.4
Trade name		400.0
Other intangible assets		71.9
Goodwill		156.1
Accounts payable, accrued and other liabilities		(1.1	)
Deferred and Other Long-term Liabilities		(1.4	)
Deferred income taxes		(117.2	)
Business acquisition liabilities - long-term		(8.0	)
Cash purchase price (net of cash acquired)	$	546.8

The trade name and other intangible assets were valued using a discounted cash flow model. The trade name and other intangible assets recognized from the Hero Acquisition have useful lives which range from 10 - 20 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the Hero Acquisition are not deductible for U.S. tax purposes.

On December 24, 2021, the Company acquired all of the outstanding equity of Dr. Harold Katz, LLC and HK-IP International, Inc., the owners of the THERABREATH® brand of oral care products business (the “TheraBreath Acquisition”). The Company paid $556.0, net of cash acquired, at closing and deferred an additional cash payment of $14.0 related to certain indemnity obligations provided by the seller. The additional amount, to the extent not used in satisfaction of such indemnity obligations, is payable in installments between two and four years from the closing. THERABREATH’s annual net sales for the year ended December 31, 2021 were approximately $100.0. The acquisition was financed by the proceeds from a $400.0 three-year term loan and the Company’s underwritten public offering of $400.0 aggregate principal Senior Notes due on December 15, 2031 completed on December 10, 2021. The THERABREATH business is managed in the Consumer Domestic and Consumer International segments. In 2022, the Company made net cash payments of $3.8 primarily associated with final working capital adjustments.

The fair values of the net assets at acquisition are set forth as follows:


Accounts receivable	$	11.3
Inventory		12.9
Trade name (indefinite lived)		487.0
Other intangible assets		30.1
Goodwill		43.7
Accounts payable and accrued expenses		(15.0	)
Business acquisition liabilities - long-term		(14.0	)
Cash purchase price (net of cash acquired)	$	556.0

The trade names and other intangible assets were valued using a discounted cash flow model. The life of the amortizable intangible assets recognized from the TheraBreath Acquisition have a useful life which ranges from 10 - 20 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the TheraBreath Acquisition are deductible for U.S. tax purposes.

11.

Goodwill and Other Intangibles, Net

The Company has intangible assets of substantial value on its condensed consolidated balance sheet. These intangible assets are generally related to intangible assets with a useful life, indefinite-lived trade names and goodwill. The Company determines whether an intangible asset (other than goodwill) has a useful life based on multiple factors, including how long the Company intends to generate cash flows from the asset. These intangible assets are more fully explained in the following sections.

Intangible Assets With a Useful Life

The following table provides information related to the carrying value of intangible assets with a useful life:


	September 30, 2023								December 31, 2022
	Gross							Amortization	Gross
	Carrying		Accumulated					Period	Carrying		Accumulated
	Amount		Amortization			Net		(Years)	Amount		Amortization			Impairments			Net
Amortizable intangible assets:
Trade Names	$	1,384.8	$	(383.2	)	$	1,001.6	3-20	$	1,785.8	$	(406.2	)	$	(319.0	)	$	1,060.6
Customer Relationships		644.9		(364.9	)		280.0	15-20		723.4		(358.9	)		(59.3	)		305.2
Patents/Formulas		208.3		(113.1	)		95.2	4-20		251.7		(114.6	)		(32.7	)		104.4
Total	$	2,238.0	$	(861.2	)	$	1,376.8		$	2,760.9	$	(879.7	)	$	(411.0	)	$	1,470.2

Intangible amortization expense was $31.1 and $29.3 for the third quarter of 2023 and 2022, respectively. Intangible amortization expense amounted to $93.3 and $88.1 for the first nine months of 2023 and 2022, respectively. The Company estimates that intangible amortization expense will be approximately $124.0 in 2023 and approximately $123.0 to $94.0 annually over the next five years.

In the fourth quarter of 2022, the Company determined that a review of our ability to recover the carrying values of the global FINISHING TOUCH FLAWLESS intangible assets was necessary based on the discontinuance of certain products at a major retailer.

The FINISHING TOUCH FLAWLESS assets consist of the definite-lived trade name, customer relationships and technology assets recorded at acquisition. The Company evaluated our ability to recover the intangible assets by comparing the carrying amount to the future undiscounted cash flows and determined that the cash flows would not be sufficient to recover the carrying value of the assets. After determining the estimated fair value of the assets, which included a reduction in cash flows due to the loss of distribution mentioned above along with an expected continued decline in discretionary consumption and higher interest rates, a non-cash impairment charge of $411.0 was recorded in the fourth quarter of 2022. The impairment charge was applied as a full impairment of the customer relationship and technology assets and a partial impairment of the trade name. The remaining net book value of the trade name as of December 31, 2022 is $46.3 and will be amortized over a remaining useful life of three years. The estimated fair value of the intangible assets was determined using the income approach with Level 3 inputs. The Level 3 inputs include the discount rate of 8.5% applied to management’s estimates of future cash flows based on projections of revenue, gross margin, marketing expense and tax rates considering the loss of product distribution and the reduction in customer demand that FINISHING TOUCH FLAWLESS had been experiencing through December 31, 2022. The Company is implementing strategies to address the decline in profitability. However, if unsuccessful, a further decline could trigger a future impairment charge.

Indefinite-Lived Intangible Assets

The following table presents the carrying value of indefinite-lived intangible assets:


	September 30,		December 31,
	2023		2022
Trade Names	$	1,961.4	$	1,961.4

The Company’s indefinite lived intangible impairment review is completed in the fourth quarter of each year.

Fair value for indefinite-lived intangible assets was estimated based on a “relief from royalty” or “excess earnings” discounted cash flow method, which contains numerous variables that are subject to change as business conditions change, and therefore could impact fair values in the future. The key assumptions used in determining fair value are sales growth, profitability margins, tax rates, discount rates and royalty rates. The Company determined that the fair value of all indefinite lived intangible assets for each of the years in the three-year period ended December 31, 2022 exceeded their respective carrying values based upon the forecasted cash flows and profitability.

In recent years the Company’s global TROJAN® business, specifically the condom category, has not grown and competition has increased. In addition, profitability has been negatively impacted by inflation, resulting in higher input costs and discount rates. As a result, the TROJAN business has experienced declining sales and profits resulting in a reduction in expected future cash flows which have eroded a portion of the excess between the fair and carrying value of the trade name. This indefinite-lived intangible asset may be susceptible to impairment and a continued decline in fair value could trigger a future impairment charge of the TROJAN trade name. The carrying value of the TROJAN trade name is $176.4 and fair value exceeded carrying value by 46% as of October 1, 2022 (the Company's last annual impairment test date). The key assumptions used in the projections from the Company’s October 1, 2022 impairment analysis include discount rates of 8.0% in the U.S. and 9.5% internationally, revenue assumptions based on recent trends adjusted for management’s estimates of the success of its growth strategies and the impact of improvement in the supply chain, and an average royalty rate of approximately 10%. While management has implemented strategies to address the risk, including lowering production costs, investing in new product ideas, and developing new creative advertising, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair value. Due to the results of the Company's annual impairment test of the TROJAN trade name, the company monitors the performance of this business on at least a quarterly basis. Based on that review, the Company's expectations regarding the profitability of the global TROJAN® business has not substantially changed since the Company's last impairment test.

The Company’s global WATERPIK business has recently experienced a significant decline in customer demand for many of its products, primarily due to lower consumer spending for discretionary products from inflation and a growing number of water flosser consumers switching to more value-branded products. As a result, the WATERPIK business has experienced declining sales and profits resulting in a reduction in expected future cash flows which have eroded a substantial portion of the excess between the fair and carrying value of the trade name. This indefinite-lived intangible asset may be susceptible to impairment and a continued decline in fair value could trigger a future impairment charge of the WATERPIK trade name. The carrying value of the WATERPIK trade name is $644.7 and fair value exceeded carrying value by 7% as of October 1, 2022 (the Company's last annual impairment test date). The key assumptions used in the projections from the Company’s October 1, 2022 impairment analysis include a discount rate of 8.4%, revenue growth rates between 0% and 6% and Earnings Before Interest Taxes and Amortization ("EBITA") margins between 18% and 21%.

These assumptions are based on current market conditions, recent trends and management’s expectation of the success of initiatives to lower costs (including tariffs) and to develop lower-cost water flosser alternatives as well as improvement in the supply chain. While management has implemented strategies to address the risk, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair value. Due to the results of the Company's annual impairment test of the WATERPIK trade name, the Company monitors the performance of this business on at least a quarterly basis. Based on that review, the Company's expectations regarding the profitability of the global WATERPIK business has not substantially changed since the Company's last impairment test.

Goodwill

The carrying amount of goodwill is as follows:


	Consumer		Consumer		Specialty
	Domestic		International		Products		Total
Balance at December 31, 2022	$	2,056.4	$	234.4	$	136.0	$	2,426.8
Hero Acquisition adjustments		4.7		0.0		0.0		4.7
Balance at September 30, 2023	$	2,061.1	$	234.4	$	136.0	$	2,431.5

The result of the Company’s annual goodwill impairment test, performed in the beginning of the second quarter of 2023, determined that the estimated fair value substantially exceeded the carrying values of all reporting units. The determination of fair value contains numerous variables that are subject to change as business conditions change and therefore could impact fair value in the future.

12.

Leases

The Company leases certain manufacturing facilities, warehouses, office space, railcars and equipment. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet. All recorded leases are classified as operating leases and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019, lease components (base rental costs) are accounted for separately from the nonlease components (e.g., common-area maintenance costs). For leases that do not provide an implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

A summary of the Company’s lease information is as follows:


		September 30,			December 31,
	Classification	2023			2022
Assets
Right of use assets	Other Assets	$	152.1		$	162.6

Liabilities
Current lease liabilities	Accrued and Other Liabilities	$	23.6		$	21.9
Long-term lease liabilities	Deferred and Other Long-term Liabilities		141.4			151.9
Total lease liabilities		$	165.0		$	173.8

Other information
Weighted-average remaining lease term (years)			8.4			8.9
Weighted-average discount rate			4.5	%		4.4	%


	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Statement of Income
Lease cost(1)	$	7.9	$	7.7	$	23.5	$	23.1

Other information
Leased assets obtained in exchange for new lease liabilities net of modifications(2)	$	2.2	$	9.5	$	7.3	$	26.8
Cash paid for amounts included in the measurement of lease liabilities	$	7.6	$	7.8	$	23.1	$	23.3

(1)

Lease expense is included in cost of sales or SG&A expenses based on the nature of the leased item. Short-term lease expense is excluded from this amount and is not material. The Company also has certain variable leases which are not material. The non-cash component of lease expense for the first nine months of 2023 and 2022 was $17.9 and $18.0, respectively, and is included in the Amortization caption in the condensed consolidated statement of cash flows.

(2)

In September 2022, the Company amended its contract at one of its international locations. This resulted in an increase to the Company’s right of use assets and corresponding lease liabilities of approximately $8.2 recorded in the third quarter of 2022. In June 2022, the Company amended its contract at one of its leased manufacturing facilities. This resulted in an increase to the Company’s right of use assets and corresponding lease liabilities of approximately $15.2 recorded in the second quarter of 2022.

The Company’s minimum annual rentals including reasonably assured renewal options under lease agreements are as follows:


	Operating
	Leases
2023	$	7.6
2024		30.5
2025		28.6
2026		20.1
2027		19.0
2028 and thereafter		95.3
Total future minimum lease commitments		201.1
Less: Imputed interest		(36.1	)
Present value of lease liabilities	$	165.0

13.

Accounts Payable, Accrued and Other Liabilities

Accounts payable, accrued and other liabilities consist of the following:


	September 30,		December 31,
	2023		2022
Trade accounts payable	$	691.8	$	666.7
Accrued marketing and promotion costs		232.3		234.4
Accrued wages and related benefit costs		114.8		66.8
Other accrued current liabilities		138.8		134.9
Total	$	1,177.7	$	1,102.8

In 2015, the Company initiated a Supply Chain Finance program (“SCF Program”). Under the SCF Program, qualifying suppliers may elect to sell their receivables from the Company for early payment. Participating suppliers negotiate their receivables sales arrangements directly with a third party. The Company is not party to those agreements and do not have an economic interest in the suppliers' decisions to sell their receivables and has not been required to pledge any assets as security nor to provide any guarantee to third-party finance providers or intermediaries. The SCF Program may allow suppliers to obtain more favorable terms than they could secure on their own. The terms of the Company's payment obligations are not impacted by a supplier’s participation in the SCF Program. The Company's payment terms with suppliers are consistent between suppliers that elect to participate in the SCF Program and those that do not participate. As a result, the program does not have an impact to the Company's average days outstanding.

As of September 30, 2023, the obligations outstanding related to the SCF program amount to $88.6, recorded within Accounts Payable in the condensed consolidated balance sheets and $277.9 payments included in operating activities within the Company's condensed consolidated statements of cash flows.

14.

Short-Term Borrowings and Long-Term Debt

Short-term borrowings and long-term debt consist of the following:


	September 30,			December 31,
	2023			2022
Short-term borrowings
Commercial paper issuances	$	0.0		$	70.6
Various debt due to international banks		3.8			3.4
Total short-term borrowings	$	3.8		$	74.0

Long-term debt
Term loan due December 22, 2024	$	200.0		$	400.0
3.15% Senior notes due August 1, 2027		425.0			425.0
Less: Discount		(0.2	)		(0.2	)
2.3% Senior notes due December 15, 2031		400.0			400.0
Less: Discount		(0.7	)		(0.7	)
5.6% Senior notes due November 15, 2032		500.0			500.0
Less: Discount		(0.8	)		(0.9	)
3.95% Senior notes due August 1, 2047		400.0			400.0
Less: Discount		(2.3	)		(2.4	)
5.00% Senior notes due June 15, 2052		500.0			500.0
Less: Discount		(0.2	)		(0.3	)
Debt issuance costs, net		(19.3	)		(21.0	)
Net long-term debt	$	2,401.5		$	2,599.5

15.

Accumulated Other Comprehensive Income (Loss)

The components of changes in accumulated other comprehensive income (loss) are as follows:


										Accumulated
	Foreign			Defined						Other
	Currency			Benefit			Derivative			Comprehensive
	Adjustments			Plans			Agreements			Income (Loss)
Balance at December 31, 2021	$	(30.2	)	$	(0.6	)	$	(37.4	)	$	(68.2	)
Other comprehensive income (loss) before reclassifications		(27.8	)		2.5			66.1			40.8
Amounts reclassified to condensed consolidated statement of income (a) (b)		0.0			0.0			(1.2	)		(1.2	)
Tax benefit (expense)		0.0			(0.6	)		(16.9	)		(17.5	)
Other comprehensive income (loss)		(27.8	)		1.9			48.0			22.1
Balance at September 30, 2022	$	(58.0	)	$	1.3		$	10.6		$	(46.1	)

Balance at December 31, 2022	$	(46.4	)	$	1.7		$	15.4		$	(29.3	)
Other comprehensive income (loss) before reclassifications		(0.7	)		3.8			2.2			5.3
Amounts reclassified to condensed consolidated statement of income (a) (b)		0.0			0.0			(5.0	)		(5.0	)
Tax benefit (expense)		0.0			(1.0	)		0.6			(0.4	)
Other comprehensive income (loss)		(0.7	)		2.8			(2.2	)		(0.1	)
Balance at September 30, 2023	$	(47.1	)	$	4.5		$	13.2		$	(29.4	)

(a)

Amounts reclassified to cost of sales, selling, general and administrative expenses or interest expense.

(b)

The Company reclassified a gain of $1.3 and a gain of $0.9 to the condensed consolidated statements of income during the three months ended September 30, 2023 and 2022, respectively.

16. Commitments, Contingencies and Guarantees

Commitments

a. The Company has a partnership with a supplier of raw materials that mines and processes sodium-based mineral deposits. The Company purchases the majority of its sodium-based raw material requirements from the partnership. The partnership agreement terminates upon two years’ written notice by either partner. Under the partnership agreement, the Company has an annual commitment to purchase 240,000 tons of sodium-based raw materials at the prevailing market price. The Company is not engaged in any other material transactions with the partnership or the partner supplier.

b. As of September 30, 2023, the Company had commitments of approximately $338.8. These commitments include the purchase of raw materials, packaging supplies and services from its vendors at market prices to enable the Company to respond quickly to changes in customer orders or requirements, as well as costs associated with licensing and promotion agreements.

c. As of September 30, 2023, the Company had various guarantees and letters of credit totaling $6.3.

d. In connection with the December 1, 2020 acquisition of the ZICAM® brand (the "Zicam Acquisition"), the Company deferred an additional cash payment of $20.0 related to certain indemnifications provided by the seller. Any amount that may be due is payable five years from the closing.

In connection with the December 24, 2021 TheraBreath Acquisition, the Company deferred an additional cash payment of $14.0 related to certain indemnity obligations provided by the seller. The additional amount, to the extent not used in satisfaction of such indemnity obligations, is payable in installments between two and four years from the closing, with the first installment payment of $3.5 expected to be paid on December 24, 2023.

In connection with the October 13, 2022 Hero Acquisition, the Company deferred an additional cash payment of $8.0 to satisfy certain indemnification obligations. Any amount that may be due is payable five years from the closing.

Legal proceedings

e. In conjunction with the Company’s acquisition and divestiture activities, the Company entered into select guarantees and indemnifications of performance with respect to the fulfillment of the Company’s commitments under applicable purchase and sale agreements. The arrangements generally indemnify the buyer or seller for damages associated with breach of contract, inaccuracies in representations and warranties surviving the closing date and satisfaction of liabilities and commitments retained under the applicable contract. Representations and warranties that survive the closing date generally survive for periods up to five years or the expiration of the applicable statutes of limitations. Potential losses under the indemnifications are generally limited to a portion of the original transaction price, or to other lesser specific dollar amounts for select provisions. With respect to sale transactions, the Company also routinely enters into non-competition agreements for varying periods of time. Guarantees and indemnifications with respect to acquisition and divestiture activities, if triggered, could have a materially adverse impact on the Company’s financial condition, results of operations and cash flows.

f. In addition to the matters described above, from time to time in the ordinary course of its business the Company is the subject of, or party to, various pending or threatened legal, regulatory or governmental actions or other proceedings, including, without limitation, those relating to, intellectual property, commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are generally subject to considerable uncertainty and their outcomes, and any related damages, may not be reasonably predictable or estimable. Any such proceedings could result in a material adverse outcome negatively impacting the Company’s business, financial condition, results of operations or cash flows.

17.

Related Party Transactions

The following summarizes the balances and transactions between the Company and Armand Products Company (“Armand”) and The ArmaKleen Company (“ArmaKleen”), in each of which the Company holds a 50% ownership interest:


	Armand				ArmaKleen
	Nine Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
Purchases by Company	$	11.7	$	10.9	$	0.0	$	0.0
Sales by Company	$	0.0	$	0.0	$	1.1	$	0.6
Outstanding Accounts Receivable	$	0.6	$	0.5	$	0.7	$	0.9
Outstanding Accounts Payable	$	1.3	$	1.6	$	0.0	$	0.0
Administration & Management Oversight Services (1)	$	1.7	$	1.7	$	1.6	$	1.5

(1)

Billed by the Company and recorded as a reduction of SG&A expenses.

18.

Segments

Segment Information

The Company operates three reportable segments: Consumer Domestic, Consumer International and Specialty Products Division. These segments are determined based on differences in the nature of products and organizational structure. The Company also has a Corporate segment.

Segment revenues are derived from the sale of the following products:


Segment			Products
Consumer Domestic			Household and personal care products
Consumer International			Primarily personal care products
SPD			Specialty chemical products

The Corporate segment income consists of equity in earnings of affiliates. As of September 30, 2023, the Company held 50% ownership interests in each of Armand and ArmaKleen, respectively. The Company’s equity in earnings of Armand and ArmaKleen, totaling $1.7 and $3.7 for the three months ended September 30, 2023 and 2022, respectively, and $8.1 and $10.0 for the nine months ended September 30, 2023 and 2022, respectively, are included in the Corporate segment.

Certain subsidiaries that are included in the Consumer International segment manufacture and sell personal care products to the Consumer Domestic segment. These sales are eliminated from the Consumer International segment results set forth in the table below.

Segment net sales and income before income taxes are as follows:


	Consumer		Consumer
	Domestic		International		SPD		Corporate(3)		Total
Net Sales(1)
Third Quarter 2023	$	1,133.1	$	244.4	$	78.4	$	0.0	$	1,455.9
Third Quarter 2022		1,010.4		219.7		87.2		0.0		1,317.3
First Nine Months of 2023	$	3,378.2	$	716.9	$	244.8	$	0.0	$	4,339.9
First Nine Months of 2022		3,010.2		664.8		264.6		0.0		3,939.6

Income before Income Taxes(2)
Third Quarter 2023	$	203.4	$	22.7	$	6.2	$	1.7	$	234.0
Third Quarter 2022		193.9		22.7		14.2		3.7		234.5
First Nine Months of 2023	$	662.8	$	79.1	$	22.2	$	8.1	$	772.2
First Nine Months of 2022		618.3		80.8		38.1		10.0		747.2

(1)

Intersegment sales from Consumer International to Consumer Domestic, which are not reflected in the table, were $4.7 and $3.9 for the three months ended September 30, 2023 and September 30, 2022, respectively, and were $11.7 and $12.5 for the nine months ended September 30, 2023 and September 30, 2022, respectively.

(2)

In determining income before income taxes, interest expense, investment earnings and certain aspects of other income and expense were allocated among segments based upon each segment’s relative income from operations.

(3)

The Corporate segment consists of equity in earnings of affiliates from Armand and ArmaKleen for the three and nine months ended September 30, 2023 and September 30, 2022.

Product line revenues from external customers are as follows:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
Household Products	$	636.2	$	592.3	$	1,857.0	$	1,685.6
Personal Care Products		496.9		418.1		1,521.2		1,324.6
Total Consumer Domestic		1,133.1		1,010.4		3,378.2		3,010.2
Total Consumer International		244.4		219.7		716.9		664.8
Total SPD		78.4		87.2		244.8		264.6
Total Consolidated Net Sales	$	1,455.9	$	1,317.3	$	4,339.9	$	3,939.6

Household Products include laundry, deodorizing and cleaning products. Personal Care Products include condoms, pregnancy kits, oral care products, skin care and hair care products, cold and remedy products, and gummy dietary supplements.

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

(In millions, except per share data)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Recent Developments

We continue to monitor the impact of both inflation and recessionary indicators including the effect of corresponding government actions, such as raising interest rates to counteract inflation, that may negatively impact consumer spending, especially for our discretionary brands, and how these factors will potentially influence future cash flows for the short and long term.

Inflation and recessionary concerns are continuing to drive a decline in consumer spending for our most discretionary brands, Waterpik and Flawless, as consumers reduce spending in these categories and shift to lower cost alternatives. Most notably, a growing number of water flosser consumers have switched to more value-branded products. To address these demand shifts, we are taking steps to better manage production schedules and inventory levels for those products along with increasing promotional activities and marketing spend, as well as continuing efforts to develop lower cost water flosser alternatives.

In our vitamin business, we have experienced residual impacts from previous vitamin-specific supply chain challenges that, in some cases, have resulted in reduced shelf space at certain retailers.

In addition, our Specialty Products business has been negatively impacted by the entrance of new foreign competition in the United States dairy market. We expect that low-priced imports will continue to enter the market.

Looking forward, the impact that these challenges will continue to have on our operational and financial performance will depend on future developments, including inflationary impacts, rising interest rates, recessionary concerns, retail customers' acceptance of all or a portion of any price increases, the spread and severity of new COVID-19 variants, and the long-term impact of vaccines. Additionally, we may be impacted by our ability to recruit and retain a workforce and engage third-parties to manufacture and distribute our products, as well as any future government actions affecting employers and employees, consumers and the economy in general. While we expect that many of these effects will be transitory and that our value-focused portfolio positions us well in inflationary and slowing economic environments, it is impossible to predict their impact.

For additional discussion of how we are addressing decreased consumer demand for discretionary brands, as well as lower growth and increased competition in the vitamin category, please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K.

Results of Operations

Consolidated results


	Three Months Ended			Change vs.	Three Months Ended
	September 30, 2023			Prior Year	September 30, 2022
Net Sales	$	1,455.9		10.5%	$	1,317.3
Gross Profit	$	646.3		17.6%	$	549.7
Gross Margin		44.4	%	270 basis points		41.7	%
Marketing Expenses	$	167.8		19.3%	$	140.7
Percent of Net Sales		11.5	%	80 basis points		10.7	%
Selling, General & Administrative Expenses	$	222.7		43.6%	$	155.1
Percent of Net Sales		15.3	%	360 basis points		11.7	%
Income from Operations	$	255.8		0.7%	$	253.9
Operating Margin		17.6	%	-170 basis points		19.3	%
Net income per share - Diluted	$	0.71		-6.6%	$	0.76

	Nine Months Ended			Change vs.	Nine Months Ended
	September 30, 2023			Prior Year	September 30, 2022
Net Sales	$	4,339.9		10.2%	$	3,939.6
Gross Profit	$	1,907.2		15.8%	$	1,647.5
Gross Margin		43.9	%	210 basis points		41.8	%
Marketing Expenses	$	422.3		22.2%	$	345.5
Percent of Net Sales		9.7	%	90 basis points		8.8	%
Selling, General & Administrative Expenses	$	643.6		27.2%	$	505.8
Percent of Net Sales		14.8	%	200 basis points		12.8	%
Income from Operations	$	841.3		5.7%	$	796.2
Operating Margin		19.4	%	-80 basis points		20.2	%
Net income per share - Diluted	$	2.43		3.4%	$	2.35

Diluted Net Income per share was $0.71 in the third quarter of 2023 as compared to $0.76 in the third quarter of 2022. Diluted Net Income per share was $2.43 in the first nine months of 2023 as compared to $2.35 in the same period in 2022.

Net Sales

Net sales for the quarter ended September 30, 2023 were $1,455.9, an increase of $138.6 or 10.5% as compared to the same period in 2022. Net sales for the nine months ended September 30, 2023 were $4,339.9, an increase of $400.3 or 10.2% over the comparable nine month period of 2022. The components of the net sales increase are as follows:


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
Net Sales - Consolidated	2023			2023
Product volumes sold		2.7	%		0.7	%
Pricing/Product mix		2.1	%		4.6	%
Foreign exchange rate fluctuations		0.5	%		(0.1	)%
Acquired product lines (1)		5.2	%		5.0	%
Net Sales increase		10.5	%		10.2	%

(1)

On October 13, 2022, we completed the Hero Acquisition. Hero is included in our results since the date of acquisition.

For both the three and nine months ended September 30, 2023, the volume change reflects increased product unit sales in the Consumer Domestic and Consumer International segments, with volume declines in SPD. For both the three and nine months ended September 30, 2023, price/mix was favorable in the Consumer Domestic and Consumer International segments and unfavorable in SPD.

Gross Profit / Gross Margin

Our gross profit was $646.3 for the three months ended September 30, 2023, a $96.6 increase as compared to the same period in 2022. Gross margin increased 270 basis points (“bps”) in the third quarter of 2023 compared to the same period in 2022, due to the positive impact of productivity programs of 160 bps, favorable price/volume/mix of 140 bps, benefits from the Hero Acquisition of 120 bps, and lower transportation costs of 110 bps, partially offset by higher manufacturing costs including labor and commodities of 260 bps. Gross profit was $1,907.2 for the nine months ended September 30, 2023, a $259.7 increase compared to the same period in 2022. Gross margin increased 210 bps in the first nine months of 2023 compared to the same period in 2022, due to favorable price/volume/mix of 190 bps, the impact of productivity programs of 160 bps, benefits from the Hero Acquisition of 120 bps, lower transportation costs of 100 bps, and favorable foreign exchange rates of 10 bps, partially offset by higher manufacturing costs including labor and higher commodities of 370 bps.

Operating Expenses

Marketing expenses for the three months ended September 30, 2023 were $167.8, an increase of $27.1 or 19.3% as compared to the same period in 2022. Marketing expenses as a percentage of net sales in the third quarter of 2023 increased by 80 bps to 11.5% as compared to 10.7% in the same period in 2022 due to 180 bps on higher expense from increased marketing spend as fill rates improved, offset by 100 bps of leverage on higher net sales. Marketing expenses for the nine months ended September 30, 2023 were $422.3, an increase of $76.8 or 22.2% as compared to the same period in 2022. Marketing expenses as a percentage of net sales for the first nine months of 2023 increased by 90 bps to 9.7% as compared to 8.8% in the same period in 2022 due to 170 bps on higher expense from increased marketing spend as fill rates improved, offset by 80 bps of leverage on higher net sales.

SG&A expenses were $222.7 in the third quarter of 2023, an increase of $67.6 or 43.6% as compared to the same period in 2022. SG&A as a percentage of net sales increased 360 bps to 15.3% in the third quarter of 2023 as compared to 11.7% in the same period in 2022. The increase is due to 460 bps on higher expenses, primarily from the Hero Acquisition (including $7.3 of expense related to restricted stock issued for the acquisition) and higher incentive compensation costs which reflects improved business performance, offset by 100 bps of leverage associated with higher sales. SG&A expenses for the first nine months of 2023 were $643.6, an increase of $137.8 or 27.2% as compared to the same period in 2022. SG&A as a percentage of net sales increased 200 bps to 14.8% in the first nine months of 2023 compared to 12.8% in 2022 due to 320 bps on higher expenses, primarily from the Hero Acquisition (including $21.9 of expense related to restricted stock issued for the acquisition) and higher incentive compensation costs which reflects improved business performance, offset by 120 bps of leverage associated with higher sales.

Other income (expense), net for the three and nine months ended September 30, 2023 increased $3.1 and $6.1 to $3.7 and $6.7, respectively, as compared to the same periods in 2022, primarily due to higher investment income.

Interest expense for the three and nine months ended September 30, 2023 increased $3.5 and $24.3 to $27.2 and $83.9, respectively, as compared to the same periods in 2022, primarily due to higher average interest rates on outstanding debt.

Income Taxes

The effective tax rate for the three months ended September 30, 2023 was 24.1%, compared to 20.2% in the same period in 2022. The increase in the rate is mainly due to a discrete benefit related to a state tax rate reduction in the period ending September 30, 2022.

The effective tax rate for the nine months ended September 30, 2023 was 22.1%, compared to 22.6% in the same period in 2022. The decrease in the rate relates to the benefit from higher stock option exercises in the current quarter partially offset by a one-time state tax rate reduction in the period ending September 30, 2022.

Segment results

We operate three reportable segments: Consumer Domestic, Consumer International and SPD. These segments are determined based on differences in the nature of products and organizational structure. We also have a Corporate segment.


Segment			Products
Consumer Domestic			Household and personal care products
Consumer International			Primarily personal care products
SPD			Specialty chemical products

The Corporate segment income consists of equity in earnings of affiliates. As of September 30, 2023, we held 50% ownership interests in each of Armand Products Company (“Armand”) and The ArmaKleen Company (“ArmaKleen”), respectively. Our equity in earnings of Armand and ArmaKleen, totaling $1.7 and $3.7 for the three months ended September 30, 2023 and 2022, respectively, and $8.1 and $10.0 for the nine months ended September 30, 2023 and 2022, respectively, are included in the Corporate segment. Certain subsidiaries that are included in the Consumer International segment manufacture and sell personal care products to the Consumer Domestic segment. These sales are eliminated from the Consumer International segment results set forth below.

Segment net sales and income before income taxes for the three and nine months ended September 30, 2023 and September 30, 2022 are as follows:


	Consumer		Consumer
	Domestic		International		SPD		Corporate(3)		Total
Net Sales(1)
Third Quarter 2023	$	1,133.1	$	244.4	$	78.4	$	0.0	$	1,455.9
Third Quarter 2022		1,010.4		219.7		87.2		0.0		1,317.3
First Nine Months of 2023	$	3,378.2	$	716.9	$	244.8	$	0.0	$	4,339.9
First Nine Months of 2022		3,010.2		664.8		264.6		0.0		3,939.6

Income before Income Taxes(2)
Third Quarter 2023	$	203.4	$	22.7	$	6.2	$	1.7	$	234.0
Third Quarter 2022		193.9		22.7		14.2		3.7		234.5
First Nine Months of 2023	$	662.8	$	79.1	$	22.2	$	8.1	$	772.2
First Nine Months of 2022		618.3		80.8		38.1		10.0		747.2

(1)

(2)

In determining income before income taxes, interest expense, investment earnings and certain aspects of other income and expense were allocated among the segments based upon each segment’s relative income from operations.

(3)

Corporate segment consists of equity in earnings of affiliates from Armand and ArmaKleen for the three and nine months ended September 30, 2023 and September 30, 2022.

Product line revenues from external customers are as follows:


	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
Household Products	$	636.2	$	592.3	$	1,857.0	$	1,685.6
Personal Care Products		496.9		418.1		1,521.2		1,324.6
Total Consumer Domestic		1,133.1		1,010.4		3,378.2		3,010.2
Total Consumer International		244.4		219.7		716.9		664.8
Total SPD		78.4		87.2		244.8		264.6
Total Consolidated Net Sales	$	1,455.9	$	1,317.3	$	4,339.9	$	3,939.6

Household Products include laundry, deodorizing, and cleaning products. Personal Care Products include condoms, pregnancy kits, oral care products, skin care and hair care products, cold and remedy products, and gummy dietary supplements.

Consumer Domestic

Consumer Domestic net sales in the third quarter of 2023 were $1,133.1, an increase of $122.7 or 12.1% as compared to the same period in 2022. Consumer Domestic net sales for the nine months ended September 30, 2023 were $3,378.2, an increase of $368.0 or 12.2% as compared to the same period in 2022. The components of the net sales change are the following:


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
Net Sales - Consumer Domestic	2023			2023
Product volumes sold		3.6	%		0.8	%
Pricing/Product mix		1.9	%		5.0	%
Acquired product lines (1)		6.6	%		6.4	%
Net Sales increase		12.1	%		12.2	%

(1)

Hero has been included in our results since October 13, 2022 (the date of the acquisition).

The increase in net sales for three months ended September 30, 2023, reflects the impact of the Hero Acquisition, and the impact of higher sales of THERABREATH® mouth wash, ARM & HAMMER® cat litter, XTRA® liquid detergent, WATERPIK® water flossers, and BATISTE® dry shampoo, partially offset by declines in VITAFUSION® and L’IL CRITTERS® gummy vitamins, FINISHING TOUCH FLAWLESS® hair removal products, and FIRST RESPONSE® pregnancy kits. The increase in net sales for the nine-month period ending September 30, 2023, reflects the impact of the Hero Acquisition, and the impact of higher sales of THERABREATH® mouth wash, ARM & HAMMER® cat litter, ARM & HAMMER® liquid detergent, XTRA® liquid detergent, and BATISTE® dry shampoo, partially offset by declines in FINISHING TOUCH FLAWLESS® hair removal products, and FIRST RESPONSE® pregnancy kits.

Consumer Domestic income before income taxes for the third quarter of 2023 was $203.4, a $9.5 increase as compared to the third quarter of 2022. The increase is due to the gross margin benefit of higher sales volumes related to the Hero Acquisition of $57.1, lower manufacturing and distribution expenses of $20.9, favorable price/mix of $18.6, partially offset by higher SG&A expenses of $63.5 (including $24.3 related to Hero), higher marketing expenses of $22.0, and higher interest and other expenses of $1.6. For the nine-month period ended September 30, 2023, income before income taxes was $662.8, a $44.5 increase as compared to the first nine months of 2022. The increase is due to favorable price/mix of $141.0, the gross margin benefit of higher sales volumes related to the Hero Acquisition of $118.6, lower manufacturing and distribution expenses of $4.6, partially offset by higher SG&A expenses of $129.6 (including $67.4 related to Hero), higher marketing expenses of $71.7, and higher interest and other expenses of $18.4.

Consumer International

Consumer International net sales were $244.4 in the third quarter of 2023, an increase of $24.7 or 11.2% as compared to the same period in 2022. Consumer International net sales in the first nine months of 2023 were $716.9, an increase of $52.1 or 7.8% as compared to the same period in 2022. The components of the net sales change are the following:


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
Net Sales - Consumer International	2023			2023
Product volumes sold		2.3	%		3.2	%
Pricing/Product mix		5.0	%		5.1	%
Foreign exchange rate fluctuations		2.8	%		(0.8	)%
Acquired product lines (1)		1.1	%		0.3	%
Net Sales increase		11.2	%		7.8	%

(1)

Hero has been included in our results since October 13, 2022 (the date of the acquisition).

Excluding the impact of foreign exchange rates, sales growth in the third quarter ended September 30, 2023 is driven by STERIMAR® nasal congestion relief, OXICLEAN® stain removers, and VITAFUSION® and L’IL CRITTERS® gummy vitamins in the Global Markets Group ("GMG"), STERIMAR® nasal congestion relief and ARM & HAMMER® liquid detergent in Mexico, STERIMAR® nasal congestion relief in Europe, and GRAVOL® anti-nauseant and ANUSOL® hemorrhoid ointments in Canada. The increase in net sales for the nine-month period ending September 30, 2023, is driven by BATISTE® dry shampoo, THERABREATH® mouth wash, OXICLEAN® stain removers and STERIMAR® nasal congestion relief in GMG, BATISTE® dry shampoo, GRAVOL® anti-nauseant, THERABREATH® mouth wash, and OXICLEAN® stain removers in Canada, STERIMAR® nasal congestion relief and BATISTE® dry shampoo in Europe, and STERIMAR® nasal congestion relief, ARM & HAMMER® liquid detergent, and ARM & HAMMER® dental care in Mexico.

Consumer International income before income taxes was $22.7 in the third quarter of 2023, which is consistent compared to the third quarter of 2022. Favorable price/mix of $17.2, favorable foreign exchange rates of $2.9, the impact of higher sales volumes of $1.2, and lower interest and other expenses of $0.5 were offset by higher SG&A expenses of $10.2, higher manufacturing and commodity costs of $6.3, and higher marketing expenses of $5.3. For the first nine months of 2023, income before income taxes was $79.1, a $1.7 decrease as compared to the same period in 2022. Higher manufacturing and commodity costs of $27.0, higher SG&A expenses of $16.9, higher marketing expenses of $5.3, and higher interest and other expenses of $0.7, were partially offset by favorable price/mix of $38.4, the impact of higher sales volumes of $8.4, and favorable foreign exchange rates of $1.2.

Specialty Products (“SPD”)

SPD net sales were $78.4 in the third quarter of 2023, a decrease of $8.8 or 10.1% as compared to the same period in 2022. SPD net sales were $244.8 for the first nine months of 2023, a decrease of $19.8, or 7.5% as compared to the same period in 2022. The components of the net sales change are the following:


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
Net Sales - SPD	2023			2023
Product volumes sold		(8.3	)%		(6.6	)%
Pricing/Product mix		(1.8	)%		(0.9	)%
Net Sales decrease		(10.1	)%		(7.5	)%

Net sales decreased in the three and nine months ended September 30, 2023 primarily due to competitive imports within our domestic dairy business.

SPD income before income taxes was $6.2 in the third quarter of 2023, a decrease of $8.0 as compared to the same period in 2022 due to higher SG&A expenses of $4.0, lower sales volumes of $2.2, unfavorable price/product mix of $1.6, and unfavorable manufacturing costs of $0.8 partially offset by lower interest and other expenses of $0.6. SPD income before income taxes was $22.2 in the first nine months of 2023, a decrease of $15.9 as compared to the same period in 2022 due to higher SG&A expenses of $8.7, lower volumes of $5.2, unfavorable price/product mix of $2.3, and unfavorable manufacturing costs of $0.3, partially offset by lower interest and other expenses of $0.8.

Corporate

The Corporate segment includes equity in earnings of affiliates from Armand and ArmaKleen in the three and nine months of 2023 and 2022. The Corporate segment income before income taxes was $1.7 in the third quarter of 2023, as compared to $3.7 in the same period in 2022. The Corporate segment income before income taxes was $8.1 for the first nine months of 2023, as compared to $10.0 in the same period in 2022.

Liquidity and Capital Resources

On June 16, 2022, we entered into a credit agreement (the “Credit Agreement”) that provides for our $1,500.0 unsecured revolving credit facility (the “Revolving Credit Facility”) that matures on June 16, 2027, unless extended. We have the ability to increase our borrowing up to an additional $750.0, subject to lender commitments and certain conditions as described in the Credit Agreement. Borrowings under the Credit Agreement are available for general corporate purposes and are used to support our $1,500.0 commercial paper program.

As of September 30, 2023, we had $573.3 in cash and cash equivalents, and approximately $1,495.0 available through the Revolving Credit Facility and our commercial paper program. To preserve our liquidity, we invest cash primarily in government money market funds, prime money market funds, short-term commercial paper and short-term bank deposits.

In the first quarter of 2023, we repaid $200.0 of our $400.0 Term Loan due December 22, 2024 with cash on hand and commercial paper borrowings.

The current economic environment presents risks that could have adverse consequences for our liquidity. See “Unfavorable economic conditions could adversely affect demand for our products” under “Risk Factors” in Item 1A of our Form 10-K. We continue to manage all aspects of our business including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth. We do not anticipate that current economic conditions will adversely affect our ability to comply with the financial covenant in the Credit Agreement because we currently are, and anticipate that we will continue to be, in compliance with the requirements under the Credit Agreement.

On October 28, 2021, the Board authorized a share repurchase program, under which we had initial availability to repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”). The 2021 Share Repurchase Program does not have an expiration and replaced the 2017 Share Repurchase Program. The 2021 Share Repurchase Program did not modify our evergreen share repurchase program, authorized by the Board on January 29, 2014, under which we may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under its incentive plans. There have been no stock repurchases in 2023.

As of September 30, 2023, there remains $729.7 of share repurchase availability under the 2021 Share Repurchase Program.

On February 1, 2023, the Board declared a 4% increase in the regular quarterly dividend from $0.2625 to $0.2725 per share, equivalent to an annual dividend of $1.09 per share. The increase raises the annual dividend payout from $255.0 to approximately $265.0.

We anticipate that our cash from operations, together with our current borrowing capacity, will be sufficient to fund our share repurchase programs, pay debt and interest as it comes due, fund dividends, and meet our capital expenditure program costs. Capital expenditures in 2023 are expected to be approximately $230.0 primarily for manufacturing capacity investments in laundry, litter and vitamins to support expected future sales growth. Cash, together with our current borrowing capacity, may be used for acquisitions that would complement our existing product lines or geographic markets.

Cash Flow Analysis


	Nine Months Ended
	September 30,			September 30,
	2023			2022
Net cash provided by operating activities	$	795.1		$	534.1
Net cash used in investing activities	$	(128.4	)	$	(100.7	)
Net cash used in financing activities	$	(363.0	)	$	(226.0	)

Net Cash Provided by Operating Activities – Our primary source of liquidity is the cash flow provided by operating activities, which is dependent on net income and changes in working capital. Our net cash provided by operating activities in the nine months ended September 30, 2023 increased by $261.0 to $795.1 as compared to $534.1 in the same period in 2022 due to an improvement in working capital and an increase in cash earnings (net income adjusted for non-cash items) including the impact of recent acquisitions. The improvement in working capital is primarily related to lower investment in inventory for our discretionary brands and higher incentive compensation accruals. We measure working capital effectiveness based on our cash conversion cycle. The following table presents our cash conversion cycle information for the quarters ended September 30, 2023 and 2022:


	As of
	September 30, 2023		September 30, 2022		Change
Days of sales outstanding in accounts receivable ("DSO")		28		27		1
Days of inventory outstanding ("DIO")		75		79		(4	)
Days of accounts payable outstanding ("DPO")		76		78		2
Cash conversion cycle		27		28		(1	)

Our cash conversion cycle (defined as the sum of DSO and DIO less DPO) which is calculated using a two-period average method, decreased 1 day from the prior year primarily due to lower investments in inventory for our discretionary brands. We continue to focus on reducing our working capital requirements.

Net Cash Used in Investing Activities – Net cash used in investing activities during the first nine months of 2023 was $128.4, primarily reflecting $121.5 property, plant and equipment additions. Net cash used in investing activities during the first nine months of 2022 was $100.7, primarily reflecting $98.1 for property, plant and equipment additions.

Net Cash Used in Financing Activities – Net cash used in financing activities during the first nine months of 2023 was $363.0, reflecting $199.9 of cash dividend payments and $270.6 of net debt repayments, partially offset by $107.6 of proceeds from stock option exercises. Net cash used in financing activities during the first nine months of 2022 was $226.0, reflecting $191.2 of cash dividend payments, $49.7 of net debt repayments, and $7.5 of deferred financing costs, partially offset by $22.4 of proceeds from stock option exercises.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk

For quantitative and qualitative disclosures about market risk affecting the Company, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II in the Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, are effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission (the “Commission”), and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the disclosure.

b) Change in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurring during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION

This report contains forward-looking statements, including, among others, statements relating to net sales and earnings growth; gross margin changes; trade, marketing and SG&A spending; marketing expense as a percentage of net sales; sufficiency of cash flows from operations; earnings per share; the impact of new accounting pronouncements; cost savings programs; recessionary conditions; interest rates; inflation; consumer demand and spending; the effects of competition; the effect of product mix; volume growth, including the effects of new product launches into new and existing categories; the decline of condom usage; the Company’s hedge programs; the impact of foreign exchange, and commodity price fluctuations; impairments and other charges; the Company’s investments in joint ventures; the impact of acquisitions (including earn-outs) and divestitures; capital expenditures; the Company’s effective tax rate; the impact of tax audits; tax changes; the effect of the credit environment on the Company’s liquidity and capital resources; the Company’s fixed rate debt; compliance with covenants under the Company’s debt instruments; the Company’s commercial paper program; the Company’s current and anticipated future borrowing capacity to meet capital expenditure program costs; the Company’s share repurchase programs; payment of dividends; environmental and regulatory matters; the availability and adequacy of raw materials, including trona reserves and the conversion of such reserves; and the customers and consumer acceptance of certain ingredients in our products.

Other forward-looking statements in this report are generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable terms. These statements represent the intentions, plans, expectations and beliefs of the Company, and are based on assumptions that the Company believes are reasonable but may prove to be incorrect. In addition, these statements are subject to risks, uncertainties and other factors, many of which are outside the Company’s control and could cause actual results to differ materially from such forward-looking statements. Factors that could cause such differences include a decline in market growth, retailer distribution and consumer demand (as a result of, among other things, political, economic and marketplace conditions and events), including those relating to the outbreak of contagious diseases; other impacts of the COVID-19 pandemic and its impact on the Company’s operations, customers, suppliers, employees, and other constituents, and market volatility and impact on the economy (including contributions to recessionary conditions), resulting from global, nationwide or local or regional outbreaks or increases in infections, new variants, and the risk that the Company will not be able to successfully execute its response plans with respect to the pandemic or localized outbreaks and the corresponding uncertainty; the impact of regulatory changes or policies associated with the COVID-19 pandemic, including continuing or renewed shutdowns of retail and other businesses in various jurisdictions; the impact of new legislation such as the U.S. CARES Act, the EU Medical Device Regulation, new cosmetic and device regulations in Mexico, and the U.S. Modernization of Cosmetic Regulation Act; the impact on the global economy of the Russia/Ukraine war, including the impact of export controls and other economic sanctions; potential recessionary conditions or economic uncertainty; the impact of continued shifts in consumer behavior, including accelerating shifts to on-line shopping; unanticipated increases in raw material and energy prices, including as a result of the Russia/Ukraine war or other inflationary pressures; delays and increased costs in manufacturing and distribution; increases in transportation costs; labor shortages; the impact of price increases for our products; the impact of inflationary conditions; the impact of supply chain and labor disruptions; the impact of severe or inclement weather on raw material and transportation costs; adverse developments affecting the financial condition of major customers and suppliers; competition; changes in marketing and promotional spending; growth or declines in various product categories and the impact of customer actions in response to changes in consumer demand and the economy, including increasing shelf space or on-line share of private label and retailer-branded products or other changes in the retail environment; consumer and competitor reaction to, and customer acceptance of, new product introductions and features; the Company’s ability to maintain product quality and characteristics at a level acceptable to our customers and consumers; disruptions in the banking system and financial markets; the Company’s borrowing capacity and ability to finance its operations and potential acquisitions; higher interest rates; foreign currency exchange rate fluctuations; implications of the United Kingdom’s withdrawal from the European Union; transition to, and shifting economic policies in the United States; potential changes in export/import and trade laws, regulations and policies of the United States and other countries, including any increased trade restrictions or tariffs; increased or changing regulation regarding the Company’s products and its suppliers in the United States and other countries where it or its suppliers operate; market volatility; issues relating to the Company’s information technology and controls; the impact of natural disasters, including those related to climate change, on the Company and its customers and suppliers, including third party information technology service providers; integrations of acquisitions or divestiture of assets; the outcome of contingencies, including litigation, pending regulatory proceedings and environmental matters; and changes in the regulatory environment in the countries where we do business.

The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the United States federal securities laws. You are advised, however, to consult any further disclosures the Company makes on related subjects in its filings with the United States Securities and Exchange Commission (the “Commission”).

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

General

The Company, in the ordinary course of its business, is subject of, or party to, various pending or threatened legal actions, government investigations and proceedings from time to time, including, without limitation, those relating to commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are subject to many uncertainties and the outcome of certain pending or threatened legal actions may not be reasonably predictable and any related damages may not be estimable. Certain legal actions could result in an adverse outcome for us, and any such adverse outcome could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Form 10-K, which could materially affect the Company’s business, financial condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company repurchases shares of its Common Stock from time to time pursuant to its publicly announced share repurchase programs.

During the third quarter of 2023 the Company did not repurchase any shares of Common Stock pursuant to its share repurchase programs.

On October 28, 2021, the Board authorized a new share repurchase program under which the Company had initial availability to repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”). The 2021 Share Repurchase Program does not have an expiration and replaces the Company’s 2017 Share Repurchase Program. The 2021 Share Repurchase Program does not modify the Company’s evergreen share repurchase program, authorized by the Board on January 29, 2014, under which the Company may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under its incentive plans.

As a result of the Company’s stock repurchases, there remains $729.7 of share repurchase availability under the 2021 Share Repurchase Program as of September 30, 2023.

ITEM 5. OTHER INFORMATION

Trading Arrangements

The table below summarizes the terms of trading arrangements adopted or terminated by our executive officers or directors during the third quarter of fiscal 2023. All of the trading arrangements listed below are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).


Name	Title	Date of Adoption	Duration of Plan(1)	Aggregate Number Of Shares
		or Termination		To Be Sold
Barry Bruno	Executive Vice President, Chief Marketing Officer and President – Consumer Domestic	Adopted on August 16, 2023	February 28, 2024		10,993

(1) Plan will expire on the earlier of the expiration date or the completion of all transactions under the trading arrangement.
 

ITEM 6. EXHIBITS

Exhibit Index



	(3.1)	Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed on June 30, 2020.

	(3.2)	Amendment to the Company’s Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on April 30, 2021.

	(3.3)	By-laws of the Company, amended and restated as of December 23, 2022, incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on December 23, 2022.

	(10.1)	Amended and Restated Compensation Plan for Directors, dated November 1, 2023.

	(10.2)	Church & Dwight Co., Inc. Fourth Amended and Restated Annual Incentive Plan, dated October 31, 2023.

	(10.3)	Amendment to the Church & Dwight Co., Inc. Executive Deferred Compensation Plan II, dated July 25, 2023.

	(31.1)	Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.

	(31.2)	Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.

	(32.1)	Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

	(32.2)	Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
	(101.INS)	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

	(101.SCH)	Inline XBRL Taxonomy Extension Schema Document.
	(101.CAL)	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

	(101.DEF)	Inline XBRL Taxonomy Extension Definition Linkbase Document.
	(101.LAB)	Inline XBRL Taxonomy Extension Label Linkbase Document.

	(101.PRE)	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

	(104)	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

•

Indicates documents filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		CHURCH & DWIGHT CO., INC.
		(REGISTRANT)

DATE:	November 3, 2023	/s/ Richard A. Dierker
		RICHARD A. DIERKER
		EXECUTIVE VICE PRESIDENT
		AND CHIEF FINANCIAL OFFICER
		(PRINCIPAL FINANCIAL OFFICER)

DATE:	November 3, 2023	/s/ Joseph J. Longo
		JOSEPH J. LONGO
		VICE PRESIDENT AND
		CONTROLLER
		(PRINCIPAL ACCOUNTING OFFICER)

EX-10.1 2 chd-ex10_1.htm EX-10.1 EX-10.1

CHURCH & DWIGHT CO., INC.

AMENDED AND RESTATED

COMPENSATION PLAN FOR DIRECTORS

1. PURPOSE: The purpose of this Amended and Restated Compensation Plan for Directors (the “Plan”) is to provide a program that will enable Church & Dwight Co., Inc. (the “Company”) to attract and retain well-qualified persons for service as members of the Company’s Board of Directors (the “Board”) and, in so doing, more closely align the interests of the Directors with those of the stockholders through the ownership of Common Stock of the Company, par value $1.00 per share (the “Common Stock”), by Directors. The Plan is intended to encourage long-term ownership in the Company. All shares of Common Stock payable under the Plan shall be issued under the Company’s 2022 Omnibus Equity Compensation Plan, as amended and restated effective as of April 28, 2022, and as may be further amended and restated from time to time (the “Omnibus Equity Plan”).

2. EFFECTIVE DATE: The Plan was originally effective as of January 1, 2015 (the “Effective Date”), was amended on November 1, 2017, and February 1, 2023, and is hereby further amended and restated effective as of July 26, 2023.

3. ELIGIBILITY: All Directors of the Company who are not full-time employees of the Employer (as defined in the Omnibus Equity Plan) are eligible to participate in the Plan (each, a “Participant” and, together, the “Participants”).

4. DETERMINATION OF COMPENSATION: In the fourth calendar quarter of each year other than 2015, the Board will establish the Participants’ compensation for the next calendar year (the “Compensation Year”) with respect to (i) the annual retainer (the “Annual Retainer”), (ii) the fees for attending Board meetings or meetings of committees of the Board for any “special assignment” requested by the Board (the “Special Assignment Meeting Fees”) subject to Section 5 of the Plan and (iii) the annual equity grant amount to be granted to Participants under the Omnibus Equity Plan (the “Equity Grant”).

5. SPECIAL ASSIGNMENTS: The Company’s Governance, Nominating and Corporate Responsibility Committee (the “GN&CR Committee”) shall determine, in its reasonable discretion, taking into account the totality of the circumstances, whether there has been a “special assignment” and, if so, whether all or certain selected Participants serving on a committee for a “special assignment” will be entitled to receive a $2,000 discretionary fee for each Special Assignment Meeting. To qualify as a meeting of a special assignment committee for which any Participant is eligible to earn a Special Assignment Meeting Fee, there must be a quorum of special assignment committee members at such meeting (i) if there was prior notice of such meeting, determined in accordance with the quorum requirements under the Charter of the GN&CR Committee or (ii) if there was no prior notice of such meeting, consisting of all of the special assignment committee members. The GN&CR Committee shall determine whether the Chair of the committee for any “special assignment” is entitled to receive a Special Assignment Meeting Fee over and above (i) the per Special Assignment Meeting Fee for any other special assignment committee members or (ii) if acting in the capacity as the Chair of a special assignment committee at Board or other committee meetings, the applicable fee for attending such other meetings. The maximum total amount of Special Assignment Meeting Fees that may be made to a Participant with respect to serving on a committee for any “special assignment,” including the Chair of such committee, shall not exceed $20,000.

6. DETERMINATION OF FEE-BASED COMPENSATION IN COMMON STOCK:

(a) All fee-based compensation (i.e., the Annual Retainer and the Special Assignment Meeting Fees) (the “Fee-Based Compensation”) paid to each Participant for each Compensation Year shall be calculated in shares of Common Stock, which shall be determined in accordance with Section 6(b) below.

(b) The Annual Retainer shall be divided by the closing price of a share of Common Stock as reported on the New York Stock Exchange on the last trading day of the second calendar quarter. Special Assignment Meeting Fees, if any, shall be divided by the closing price of a share of Common Stock as reported on the New York Stock Exchange on December 1st or, if December 1st is not a trading day, on the next trading day. In the event that Special Assignment Meeting Fees become payable for meetings that occur after December 1st the Special Assignment Meeting Fees earned as a result of such meetings (“Additional Special Assignment Meeting Fees”) shall be divided by the closing price of a share of Common Stock as reported on the New York Stock Exchange on the last trading day of the year. The Annual Retainer will be prorated for each Participant who is not a member of the Board for the entire calendar year. The prorated Annual Retainer shall be determined based on the number of whole or partial calendar quarters of service provided or to be provided by such Participant.

For the purpose of these calculations, fractional shares shall be counted as whole shares. (For example, assume that the Annual Retainer is $120,000. If the closing price of Common Stock on the last trading day in June is $80 per share, the Annual Retainer, calculated in terms of shares of Common Stock, would be 1,500 shares.)

7. CASH OPTION, ISSUANCE OF COMMON STOCK FOR FEE-BASED COMPENSATION:

(a) Notwithstanding anything in Section 6 to the contrary, each Participant shall elect in each December with respect to the next following Compensation Year whether, instead of receiving payments in all shares of Common Stock, the Participant shall instead receive payment of the Fee-Based Compensation hereunder 50% in cash and 50% in shares of Common Stock (or 100% in cash if, and only if, as of the date of such election, the Participant has fully satisfied the Company’s Stock Ownership Guidelines for Directors then applicable to Participant). With respect to a Participant who has elected to receive 50% in cash, the calculation described in Section 5 shall be made with respect to only one-half of the Fee-Based Compensation, and the remainder of such Fee-Based Compensation shall be paid in cash. With respect to a Participant who has properly elected to receive 100% in cash, the calculation described in Section 6 shall not apply, and 100% of the Fee-Based Compensation shall be paid in cash. The election under this Section 7 shall be made by providing written notice to the Company’s Secretary not later than December 31. In the event notice is not received by the Secretary by such date, then the Participant shall receive his or her compensation entirely in Common Stock.

(b) Any Participant who is a Director with respect to one Compensation Year, but was not a Director with respect to the immediately prior Compensation Year, shall be permitted, within 30 days of becoming a Director, to make the election described in this Section 7 with respect to the Fee-Based Compensation to be paid for such Compensation Year.

8. REMITTANCE OF FEE-BASED COMPENSATION: The shares of Common Stock and cash compensation, if any, relating to the Annual Retainer shall be remitted to each Participant as soon as practicable following the end of the second calendar quarter (the “Annual Retainer Pay Date”) and in the case of the Special Assignment Meeting Fees, such shares and cash shall be remitted as soon as practicable following December 1st (the “Special Assignment Meeting Fees Pay Date”) of such Compensation Year. In the event Additional Special Assignment Meeting Fees are earned, such shares and cash shall be remitted as soon as practicable following the last trading day of such Compensation Year. A prorated Annual Retainer shall be paid on the Special Assignment Meeting Fees Pay Date except when a Participant’s service on the Board begins or ends prior to July 1. In such case, the prorated Annual Retainer shall be paid on the Annual Retainer Pay Date. All shares of Common Stock payable under this Plan shall be issued under the Company’s Omnibus Equity Compensation Plan and shall be subject in all respects to the terms of the Omnibus Equity Plan.

9. ANNUAL EQUITY GRANT: Unless as otherwise established by the Board, the Equity Grant to Participants shall be made on the first day of the first open trading window next following the Company’s earnings release associated with the annual meeting of the Company’s stockholders (“Grant Date”); provided, however, if a Participant first becomes a Director on a date other than the Grant Date, the date of the Participant’s initial Equity Grant shall be the date on which such Participant commences service as a Director. Each Participant shall be granted only one (1) Equity Grant in each calendar year. Fifty percent (50%) of the value of the Equity Grant shall be in the form of non-qualified stock options (“Options”), and 50% of the value of the Equity Grant shall be in the form of restricted stock units (“RSUs”). Options granted hereunder shall be for a number of shares of Common Stock determined by dividing (i) fifty percent (50%) of the value of the Equity Grant by (ii) the fair market value of each Option on the Grant Date, as determined in accordance with generally accepted accounting principles using Black-Scholes valuation methodology, rounded to the nearest lot of 10 Options. The number of shares of Common Stock to be subject to the RSUs granted hereunder shall be equal to the quotient obtained by dividing (x) fifty percent (50%) of the value of the Equity Grant by (y) the Fair Market Value (as defined in the Omnibus Equity Plan) of Common Stock on the Grant Date, rounded to the nearest lot of 10 RSUs. Unless otherwise determined by the Board, the Equity Grant shall vest, if at all, subject to the Participants’ service from the Grant Date, (i) with respect to Options, through the earlier of (x) the third (3rd) anniversary of the Grant Date, or (y) the third (3rd) annual meeting of the Company’s stockholders following the Grant Date, and (ii) with respect to RSUs, through the one-year anniversary of the Grant Date. The Equity Grant made under this Plan shall be issued under the Omnibus Equity Plan and shall be subject in all respects to the terms and conditions of that Plan.

10. DEFERRED COMPENSATION PLAN: Nothing herein is intended to effect a Participant’s ability to participate in the Company’s Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”), amended and restated as of May 1, 2008, and as may be further amended from time, subject in all respects to the terms and conditions of the Deferred Compensation Plan.

11. ANNUAL LIMIT: Notwithstanding anything in the Plan or the Omnibus Equity Plan to the contrary, the maximum aggregate grant date fair value of Grants (as defined in the Omnibus Equity Plan) made to a Participant during any calendar year, plus any cash-based compensation granted to the Participant in respect of any calendar year (whether paid in cash or shares of Common Stock or on a current or deferred basis), in each case, solely with respect to the individual’s service as a Director, may not exceed $750,000 based on the aggregate Fair Market Value (as defined in the Omnibus Equity Plan and determined as of the date of grant) of any equity or equity-based Grant plus the aggregate value (determined as of the date of grant) of any cash-based compensation.

12. RIGHTS NOT TRANSFERABLE: The rights of a Participant under the Plan are not transferable by a Participant other than pursuant to the laws of descent and distribution.

13. ADMINISTRATION: The Plan shall be administered, and the provisions interpreted, by a committee of at least three persons (all of whom shall be persons not eligible to participate in the Plan and thereby disinterested) having full discretionary authority to act (the “Committee”). The members of the Committee shall be the Chief Executive Officer, the Chief Financial Officer and the Secretary of the Company. The Committee shall record its proceedings under the Plan. Notwithstanding anything herein to the contrary, any equity grants made hereunder shall be made by the Board in accordance with the terms and conditions of the Omnibus Equity Plan and any decisions relating to the design or amount of any compensation provided hereunder shall be made by the Board.

14. AMENDMENT OF THE PLAN: The Board may, at any time, or from time to time, change or amend this Plan, as is deems advisable.

15. TERMINATION OF THE PLAN: This Plan may be terminated at any time, at the discretion of the Board.

16. GOVERNING LAW: This Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of Delaware.

EX-10.2 3 chd-ex10_2.htm EX-10.2 EX-10.2

CHURCH & DWIGHT CO., INC.

FOURTH AMENDED AND RESTATED ANNUAL INCENTIVE PLAN

ADOPTED ON OCTOBER 31, 2023

ARTICLE I

PURPOSES AND EFFECTIVE DATE

1.1. Purposes. The purposes of the Plan are to enhance the ability of the Company to attract, reward and retain highly-qualified Employees, and to align Employee and shareholder interests by linking annual incentive compensation with annual performance goals that support long-term shareholder return. The Plan is an unfunded plan that is not intended to be (i) subject to the Employee Retirement Income Security Act of 1974, as amended or (ii) qualified under Code section 401(a).

1.2. Effective Date. The Plan is hereby amended and restated effective as of the date the Plan is adopted and approved by the Board (“Effective Date”).

ARTICLE II

DEFINITIONS

As used herein, the following terms shall have the following meanings:

2.1. “Affiliate” means any entity other than the Subsidiaries in which the Company has a substantial direct or indirect ownership interest, as determined by the Board.

2.2. “Award Opportunity” means the range of possible Bonus Awards that a Participant may earn under the Plan, as established by the Committee pursuant to Article IV.

2.3. “Base Salary” means the regular base salary (including overtime payments, if any) paid to a Participant during the Plan Year prior to any salary reduction contributions made to any of the Employer’s deferred compensation plans.

2.4. “Beneficiary” means the person(s), trust(s) or other entities, the Participant designates, in accordance with procedures established by the Committee, to receive any benefits under the Plan after the death of the Participant.

2.5. “Board” means the Board of Directors of the Company. Consistent with the authority set forth in the charter of the Committee, the Committee may act on behalf of the Board under the Plan, including, without limitation, with respect to any amendment or termination of the Plan under Section 7.2 of the Plan, and all references to the Board shall be deemed to include the Committee.

2.6. “Bonus Award” means the incentive compensation payable by the Employer to a Participant under the Plan, as determined by the Committee after the end of the Plan Year.

2.7. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.8. “Committee” means the Compensation & Human Capital Committee of the Board.

2.9. “Company” means Church & Dwight Co., Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

2.10. “Disability” means an Employee’s inability to render, for a period of six consecutive months, services to the Employer by reason of permanent disability, as determined by the written medical opinion of an independent medical physician reasonably acceptable to the Employer. In no event shall an Employee be considered disabled for the purposes of this Plan unless the Employee would be deemed disabled pursuant to the terms of the Employer’s long-term disability plan, if one is maintained by the Employer at the time of the claimed disability.

2.11. “Elected Officer” means an Employee who is elected by the Board to serve as an officer of the Company.

2.12. “Employee” means any employee of the Employer including a director who is such an employee.

2.13. “Employer” means the Company, its successors and assigns, and any Subsidiary, and any organization into which an Employer is merged or consolidated or to which all or substantially all of its assets is transferred.

2.14. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

2.15. “Executive Officer” means an officer, as defined in Rule 16a-1(f) promulgated under the Exchange Act, of the Company.

2.16. “Plan” means the Church & Dwight Co., Inc. Annual Incentive Plan, as set forth herein and as amended and/or restated from time to time.

2.17. “Plan Year” means the calendar year.

2.18. “Participant” means an Employee who is participating in the Plan pursuant to Article III.

2.19. “Retirement” means, with respect to any Participant, resignation (with at least 120 days notice provided to the Employer) after attainment of age 55 with five or more completed years of service with the Employer; provided that the sum of age and years of service equals or exceeds 65.

2.20. “Stock” means the common stock of the Company, par value $1.00 per share, or such other class or kind of shares or other securities designated by the Committee.

2.21. “Stock Plan” means the Church & Dwight Co., Inc. 2022 Omnibus Equity Compensation Plan, as may be amended and/or restated from time to time.

2.22. “Subsidiary” means any subsidiary corporation of the Company within the meaning of Code section 424(f).

2.23. “Target Incentive Award Percentage” means the percentage of Base Salary to be paid to a Participant when the targeted level of performance is achieved, as established by the Committee.

ARTICLE III

ELIGIBILITY

Each Employee who is selected by the Committee shall be eligible to become a Participant as of the date designated by the Committee (or if no date is designated, as of the beginning of the Plan Year in which they are selected to participate) and shall remain eligible at the sole discretion of the Committee.

ARTICLE IV

AWARD DETERMINATION

4.1. Performance Goals. Unless otherwise determined by the Committee, prior to the beginning of each Plan Year (or other performance period) or as soon as practicable thereafter (but in no event more than ninety (90) days after the beginning of such Plan Year or other performance period or as soon as reasonably practicable thereafter), the Committee shall approve or establish in writing the performance goals for that Plan Year.

The performance goals to be selected by the Committee are the specific targets of performance to be achieved, based on the criteria that are set forth on Schedule A attached hereto and made a part hereof or based on such other criteria as determined by the Committee in its sole discretion. The Committee shall have discretion to determine the specific minimum, target, and maximum levels of performance with respect to each of the performance goals selected. Performance goals and criteria and their relative weight may vary by job classification or such other criteria as may be determined by the Committee in its sole discretion.

The performance period with respect to which Bonus Awards may be payable under the Plan shall generally be the Plan Year; provided, however, that the Committee shall have the authority and discretion to designate different performance periods under the Plan.

Employees who are eligible to participate in the Plan shall be notified of the performance goals and criteria and the related Award Opportunities for the relevant Plan Year (or other performance period), as soon as practicable after such goals and criteria and the related Award Opportunities have been finally determined.

4.2. Compensation Formula. Unless otherwise determined by the Committee, prior to the beginning of each Plan Year (or other performance period), or as soon as practicable thereafter (but in no event more than ninety (90) days after the beginning of such Plan Year or other performance period), the Committee shall approve or establish in writing the compensation formula or standard for that Plan Year, the Target Incentive Award Percentage and the Award Opportunity for each Participant. The compensation formula shall be the method for computing the Bonus Award payable to the Participant if the performance goals are attained. The Committee may adjust a Participant’s Award Opportunity or the compensation formula or standard used to determine the Bonus Award payable to a Participant to reflect unusual or nonrecurring events (including changes in job levels), as the Committee may determine in its sole discretion.

4.3. Adjustment of Performance Goals. The Committee shall have the right to adjust the performance goals and the Award Opportunities (either up or down) during a Plan Year, if it determines that external changes or other unanticipated business conditions have materially affected the fairness of the goals and have substantially affected the Company’s ability to meet them.

4.4. Bonus Award Determinations. At the end of each Plan Year, Bonus Awards shall be determined by the Committee for each Participant in accordance with the terms of this Plan. The Committee also shall have the authority to exercise discretion in the determination of final Bonus Awards, as well as the authority to delegate the ability to exercise discretion in this respect for Participants other than Elected Officers.

4.5. Annual Limitation. The maximum Bonus Award payable to a Participant for any Plan Year shall not exceed 350 percent of the Participant’s Base Salary up to but in no event exceeding $6,000,000.

ARTICLE V

PAYMENT OF BONUS AWARDS

5.1. Form and Timing of Payment. Within 74 days after the end of each Plan Year the Committee shall certify in writing or otherwise determine the extent to which the Company and each Participant has achieved the performance goals for such Plan Year and shall calculate the amount of each Participant’s Bonus Award for the relevant period. A Bonus Award under the Plan will be paid no later than March 15 of the year following the year for which the Bonus Award is earned or such other date as may be required or permitted under applicable regulations under Code section 409A. Bonus Awards may be paid in cash, Stock, or in such other forms as the Committee deems appropriate, including awards covered under the Stock Plan. However, no Bonus Award may be paid in the form of equity unless the shares, options, or other type of equity are provided under the Stock Plan or other stockholder‑approved plan.

5.2. Payment upon Termination.

(a) Except as otherwise provided in subsections (b) and (c) below, if a Participant does not remain in the continuous employment of the Employer for the duration of the Plan Year, any Award Opportunity will be forfeited.

(b) Notwithstanding subsection (a) above, and except as provided in subsection (c), in the event of a Participant’s Retirement after March 31 of the applicable Plan Year, or death or Disability during the Plan Year, a Bonus Award will be paid to the Participant or the Beneficiary, as the case may be, at such time as determined by the Committee but no later than the time provided in Section 5.1 and shall be equal to an amount no greater than the Target Incentive Award Percentage multiplied by the amount of Base Salary earned up to the date of Retirement, death or Disability. If the Participant has not designated a Beneficiary, or if no Beneficiary survives the Participant, the Bonus Award, as determined above, shall be paid in a single sum to the Participant’s estate upon a termination due to death.

(c) In the event of the Retirement during a Plan Year of a Participant who is an Elected Officer at the time of Retirement, no Bonus Award will be paid to such Participant until the time provided in Section 5.1. Such Bonus Award shall be equal to an amount no greater than the Bonus Award that the Participant would have earned for the Plan Year in which the Participant’s Retirement occurred if he had remained in the continuous employment of the Employer for the duration of the Plan Year, as determined under Section 4.4 based on actual performance for the Plan Year, pro-rated to reflect the Participant’s Retirement during the Plan Year.

5.3. Payment of Partial Bonus Awards. In the event a Participant no longer meets the eligibility criteria as set forth in the Plan during the course of a particular Plan Year, the Committee may, in its sole discretion, compute and pay a partial Bonus Award or no Bonus Award for the portion of the Plan Year that an Employee was a Participant. For the avoidance of doubt, unless otherwise determined by the Committee, any Bonus Award payable under this Section 5.3 shall be determined under Section 4.4 based on actual performance for the Plan Year and pro-rated to reflect the Participant’s service with the Company during the Plan Year.

5.4. Clawback; Repayment. All amounts paid or payable under the Plan shall also be subject to rescission, cancellation and/or recoupment, in whole or in part, in accordance with the terms and conditions of any “clawback” or similar recoupment policy of the Company that is applicable to a Participant, including any such policy in effect on the Effective Date or that may be established thereafter, including without limitation, the terms and conditions of the Church & Dwight Dodd-Frank Clawback Policy and the Church & Dwight, Co. Inc. Supplemental Clawback Policy, in each case, as may be amended and/or restated from time to time, and any successor policy thereto. A Participant’s receipt of a Bonus Award hereunder shall constitute Participant’s acknowledgment and acceptance of such policies to the extent applicable to the Participant.

ARTICLE VI

ADMINISTRATION

6.1. Administration. The Plan will be administered by the Committee, and the Committee shall have full discretionary authority to:

(a) create and revise rules and procedures for the administration of the Plan;

(b) interpret the Plan and all related rules and procedures;

(d) determine each Participant’s Target Incentive Award Percentage;

(e) resolve and determine all disputes or questions arising under the Plan, including the power to determine the rights of Participants and Beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies or omissions in the Plan;

(f) delegate administration of the Plan for Participants other than Elected Officers, to the Chief Executive Officer, or his/her designee; and

(g) take any other actions and make any other determinations as it may deem necessary and proper for the administration of the Plan.

Any expenses incurred in the administration of the Plan will be paid by the Employer.

6.2. Administrative Review. Except as the Committee may otherwise determine, the administration of the Plan, including without limitation, all decisions and determinations by the Committee shall be final and binding upon all Participants and Beneficiaries.

6.3. General. The Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon the advice or opinion of any persons, firms or agents retained by it, including, without limitation, accountants, actuaries, counsel and other specialists. Nothing in this Plan shall preclude the Employer from indemnifying the members of the Committee for all actions under this Plan, or from purchasing liability insurance to protect such persons with respect to the Plan.

ARTICLE VII

EFFECTIVENESS; AMENDMENT AND TERMINATION

7.1. Effectiveness. The Plan, as hereby amended and restated, shall be effective as of the Effective Date.

7.2. Amendment; Termination. The Board shall have the right to modify or amend the Plan at any time and from time to time, and the Board shall have the right to discontinue or terminate the Plan at any time and from time to time; provided, however, that no modification, amendment, discontinuance or termination may, without the consent of a Participant, reduce the right of such Participant to a payment or distribution hereunder which he has already earned and to which he is otherwise entitled.

ARTICLE VIII

MISCELLANEOUS

8.1. No Employment Right. Participation in the Plan does not give any Employee any right to be retained in the employment of the Employer. Nothing in the Plan shall interfere with or limit in any way the right of the Employer to change a Participant’s duties or character of employment or to terminate a Participant’s employment at any time.

8.2. No Assignment. No benefits under the Plan shall be subject in any way to voluntary or involuntary alienation, sale, transfer, assignment, pledge, attachment, garnishment, execution, or encumbrance, and any attempt to accomplish the same shall be void.

8.3. Funding. The Plan shall be unfunded, and payment of Bonus Awards shall be made from the general assets of the Employer. Any assets that may be set aside, earmarked, or identified as being intended for the provision of benefits under the Plan, shall remain assets of the Employer and shall be subject to the claims of its general creditors. The Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the future.

8.4. Withholding. The Employer shall have the right to deduct from any Bonus Award made hereunder any taxes required by law to be withheld from a Participant with respect to such payment.

8.5. Gender. The masculine shall be read in the feminine, the singular in the plural, and vice versa, whenever the context shall so require.

8.6. Titles. The titles to articles and sections in this Plan are placed herein for convenience of reference only, and the Plan is not to be construed by reference thereto.

8.7. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

8.8. Successors. All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other transaction resulting in the acquisition of all or substantially all of the business and/or assets of the Company.

8.9. Governing Law. Except to the extent preempted by applicable federal laws, the Plan shall be construed according to the laws of the state of Delaware, other than its conflict of laws principles.

8.10. Other Plans. Except as specifically provided herein, nothing in this Plan shall be construed to affect the rights of a Participant, a Participant’s Beneficiaries, or a Participant’s estate to receive any retirement or death benefit under any tax-qualified or nonqualified pension plan, deferred compensation agreement, insurance agreement or other retirement plan of the Employer.

SCHEDULE A

PERFORMANCE CRITERIA

The performance goals may be based upon any one or more of the following criteria, and may be based upon the performance of the Company, its Subsidiaries or its Affiliates (or any business unit thereof) as determined by the Committee:


	(i)	Price of Stock


	(ii)	Market Share


	(iii)	Revenue


	(iv)	Earnings per share of Common Stock


	(v)	Return on shareholder equity of the Company


	(vi)	Costs


	(vii)	Cash flow


	(viii)	Return on total assets


	(ix)	Return on invested capital


	(x)	Return on net assets


	(xi)	Operating income


	(xii)	Net income


	(xiii)	Consolidated earnings before or after taxes (including earnings before interest taxes depreciation and amortization)


	(xiv)	Book value per share of Common Stock


	(xv)	Expense management


	(xvi)	Improvements in capital structure


	(xvii)	Profitability


	(xviii)	Maintenance or improvement of profit margins


	(xix)	Earnings before interest and taxes (EBIT)


	(xx)	Earnings before interest, taxes, depreciation and amortization (EBITDA)


	(xxi)	Net sales


	(xxii)	Gross margin


	(xxiii)	Free cash flow


	(xxiv)	Any other financial or other measurement deemed appropriate by the Committee as it relates to the results of operations or other measurable progress.

EX-10.3 4 chd-ex10_3.htm EX-10.3 EX-10.3

AMENDMENT TO THE

CHURCH & DWIGHT CO., INC.

EXECUTIVE DEFERRED COMPENSATION PLAN II

AMENDMENT, executed the 25th day of July 2023, to the Church & Dwight Co., Inc. Executive Deferred Compensation Plan II (the “Plan”).

W I T N E S S E T H:

WHEREAS, Church & Dwight Co., Inc. (the “Company”) desires to amend the Plan to, among other things, (i) reflect the delegation of administrative authority with respect to the Plan to the Retirement & Wealth Accumulation Benefits Committee; (ii) modify the manner and extent to which participants may elect to make deferrals and authorize the Committee of the Plan to permit deferrals with respect to bonuses that are not payable under the Company’s Annual Incentive Plan, (iii) prohibit former participants from being eligible for matching “contributions” under the Plan unless they have separated due to “Retirement” (as defined by the Plan), (iv) change the enhanced Declared Rate under the Plan, (v) permit the Committee authority to set different vesting terms for participants, (vi) aggregate accounts of multiple Plan years for which participants have made identical distribution elections, (vii) allow for in-service distributions of amounts attributable to participant deferrals, and (viii) authorize the Committee to determine when and to what extent changes in distribution elections will be permitted; and

WHEREAS, Section 12.1 of the Plan reserves to the Company the right to amend the Plan from time to time; and

NOW, THEREFORE, except as otherwise provided herein, effective for Plan years beginning after December 31, 2023, the Plan is hereby amended as follows:

Amendments Relating to Administration

1. Section 2.9 of the Plan is hereby amended in its entirety, to read as follows:

“2.9 “Committee” means the Compensation & Human Capital Committee of the Board or such other committee as is appointed by the Compensation & Human Capital Committee or the Board to carry out the duties and responsibilities of the “Committee” under the Plan. Without limitation of the foregoing, the Compensation & Human Capital Committee has delegated authority to administer the Plan to the Company’s Retirement & Wealth Accumulation Benefits Committee. Accordingly, all references under the Plan to the “Committee” shall, to the extent such provisions relate to administrative authority or discretion, be deemed to refer either to the Compensation & Human Capital Committee or the Retirement & Wealth Accumulation Benefits Committee.”

Amendments Relating to Deferral Commitments

2. Section 2.7 of the Plan is hereby amended in its entirety, to read as follows:

“2.7 “Bonus” means annual incentive compensation payments made from the Church & Dwight Co., Inc. Annual Incentive Plan (or any successor plan) and such other bonuses, if any, as the Committee may, in its discretion, permit deferral elections under the Plan with respect to. The Committee may, in its discretion, establish such rules and procedures with respect to the deferral of bonus compensation as it deems appropriate.”

3. Section 5.1(a)(i) of the Plan (relating to Deferral Commitment Credits) is hereby amended by adding the following at the end thereof:

“Notwithstanding the foregoing, effective for Plan Years beginning on and after January 1, 2024, unless otherwise provided by the Committee, the amount of Base Salary an Eligible Employee may elect to defer for a Plan Year shall be stated as a whole number percentage that is neither less than one percent (1%) nor more than seventy percent (70%).”

4. Section 5.1(a)(ii) of the Plan (relating to Deferral Commitment Credits) is hereby amended by adding the following at the end thereof:

“Notwithstanding the foregoing, effective for Plan Years beginning on and after January 1, 2024, unless otherwise provided by the Committee, the amount of any Bonus an Eligible Employee may elect to defer for a Plan Year shall be stated as a whole number percentage that is neither less than one percent (1%) nor more than seventy percent (70%).”

5. Section 5.1(c) of the Plan (relating to Deferral Commitment Credits) is hereby amended by adding the following at the end thereof:

“Notwithstanding the foregoing, unless otherwise provided by the Committee, (i) if a Participant had a Base Salary deferral election in effect for the Plan Year ending December 31, 2023 in excess of seventy percent (70%) and does not file a new Enrollment Agreement changing the percentage of, or stopping, such Deferral Commitment by such date prior to January 1, 2024 as the Committee shall require, then he or she shall be deemed to have made a Base Salary deferral election for the Plan Year beginning January 1, 2024 of seventy percent (70%), and (ii) a Participant who fails to file an Enrollment Agreement, by such date as the Committee shall require, designating a deferral percentage with respect to Bonus compensation for the Plan Year beginning January 1, 2024, shall be deemed to have elected not to defer any portion of such Bonus compensation.”

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Amendments Relating to 401(k) Restoration Amounts

6. Section 5.2 of the Plan (401(k) Restoration Amounts) is hereby amended by adding the following paragraph at the end thereof:

“Notwithstanding anything contained in the Plan to the contrary, effective for Plan Years beginning on and after January 1, 2024, a Participant who terminates Service other than on account of voluntary Retirement shall forfeit any right to have a credit made to his or her 401(k) Restoration Account. Accordingly, no credit shall be made to the 401(k) Restoration Account of a Participant who terminates Service other than on account of voluntary Retirement regardless of whether or not such credit would have been made (had the Participant continued in Service until Retirement) for a prior Plan Year or for a period relating to his or her Service.”

Amendments Relating to Declared Rate

7. Effective immediately, the second sentence of Section 6.5(b) of the Plan is hereby amended in its entirety, to read as follows:

“For purposes of applying the “Amortized Method” set forth in section 7.2(a), the Participant’s Accounts will be credited with interest in an amount equal to (i) one hundred fifteen percent (115%) of the Declared Rate in effect as of the September 30th that immediately precedes such Plan Year, compounded annually, or (ii) for periods commencing on and after January 1, 2024 or such earlier date as the Committee may, in its discretion, authorize, an amount for each calendar quarter during the Plan Year equal to one hundred percent (100%) of the Declared Rate in effect on the first day of each such calendar quarter, compounded quarterly, whichever produces the greatest interest crediting amount; it being understood that such Declared Rate applies solely for purposes of applying the “Amortized Method” which was discontinued for credits for Plan Years beginning on and after January 1, 2016.”

8. Effective immediately, Section 7.2(a)(ii) of the Plan is hereby amended by adding the following paragraph at the end thereof:

“Notwithstanding the foregoing, commencing as of January 1, 2024 or such earlier date as the Committee may, in its discretion, authorize, the applicable interest rate used throughout this Section 7.2(a)(ii) shall be an amount per calendar quarter or part thereof equal to one hundred percent (100%) of the Declared Rate in effect on the first day of each such calendar quarter, compounded quarterly, if such quarterly rate is greater than the rate determined without regard to this paragraph.”

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Amendments Relating to Vesting

9. Effective immediately, Section 6.9 of the Plan (Vesting of Accounts) is hereby amended by adding the following paragraph at the end thereof:

“Notwithstanding anything contained in the Plan to the contrary, the Committee may, in its discretion, provide for a different vesting schedule than that provided above to apply to a Participant’s interest in his or her 401(k) Restoration Account and/or Profit Sharing Restoration Account (and earnings or interest thereon). The Committee shall not be under obligation to apply the same vesting terms to similarly situated Participants.”

Amendments Relating to Identical Distribution Elections for Multiple Plan Years

10. Section 7.1(c) is hereby added to the Plan, to read as follows:

“(c) Post-2023 Distribution Elections. The Committee shall aggregate Deferral Commitment Accounts, 401(k) Restoration Accounts and/or Profit Sharing Restoration Accounts of a Participant attributable to Plan Years beginning on and after January 1, 2024 to the extent that such Participant has made the same distribution election (both as to form and time of distribution) for multiple Plan Years.”

Amendments Reinstating In-Service Distributions

11. Section 7.3(d) is hereby added to the Plan, to read as follows:

“(d) Post-2023 In-Service Distribution Accounts. Notwithstanding anything contained in the Plan to the contrary, effective for Plan Years commencing on and after January 1, 2024, a Participant may, to the extent permitted by the Committee, elect to have all or a portion of his or her Deferral Commitment for a Plan Year credited to one or more In-Service Distribution Accounts each providing, to the extent permitted by the Committee, for distribution at a time designated by the Participant. The Participant shall, in accordance with Section 7.3(c) and to the extent permitted by the Committee, also be permitted to elect the form of distribution of each such In-Service Distribution Account. Except to the extent otherwise determined by the Committee, each In-Service Distribution Account shall be subject to the provisions of Section 7.3(c).”

Amendments Relating to Distribution Election Changes

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12. Effective immediately, the first sentence of the last paragraph of Section 7.2(a) of the Plan (Distribution of Normal Distribution Accounts – Following Termination of Service Due to Retirement) is hereby amended in its entirety, to read as follows:

“To the extent permitted by the Committee, a Participant may file a new election for payment of any of his or her Normal Distribution Accounts, which will supersede his or her original election, at any time more than twelve (12) months preceding his or her Retirement; provided, however, that, except as set forth in Section 7.4, no such new election shall be effective unless the first payment with respect to such new election is deferred for a period of not less than five (5) years after the date payment would have been made had such new election not been filed.”

13. Effective immediately, the last sentence of the first paragraph of Section 7.3(c) of the Plan (Timing and Form of In-Service Distribution) is hereby amended in its entirety, to read as follows:

“Notwithstanding anything contained herein to the contrary, to the extent permitted by the Committee, a Participant may file a new election with respect to the time and/or form of payment of an In-Service Distribution Account, which will supersede his or her prior election with respect to such In-Service Distribution Account, at any time more than twelve (12) months preceding the date on which distribution of such In-Service Distribution Account would be made or commence if not for the new election; provided, however, that, except as set forth in Section 7.4, no such new election shall be effective unless distribution thereunder is made or commences to be made no earlier than five (5) years after the date distribution would have been made or commenced had such new election not been filed.”

14. Effective immediately, the last sentence of the second paragraph of Article 8 of the Plan (Survivor Benefits) is hereby amended in its entirety, to read as follows:

“Notwithstanding anything contained in the Plan to the contrary, to the extent permitted by the Committee, a Participant may at any time file a new election with respect to the form of payment of any survivor benefits, which will supersede his or her prior election with respect to the form of payment of such benefits, provided that, except as set forth in Section 7.4, no such new election shall be effective (and any such attempted election shall be void) unless it is filed more than twelve (12) months preceding the date of the Participant's death.”

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this Amendment as of the date first above-written as evidence of its adoption by the Company.

CHURCH & DWIGHT CO., INC.

By: /s/ Rene Hemsey

Name: Rene Hemsey

Title: EVP & Chief Human Resources Officer I, Matthew T. Farrell, certify that:

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EX-31.1 5 chd-ex31_1.htm EX-31.1 EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I have reviewed this quarterly report on Form 10-Q of Church & Dwight Co., Inc.;

Based on my knowledge, this report does not contain any untrue statement of any material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on our evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	November 3, 2023	/s/ Matthew T. Farrell
		Matthew T. Farrell
		President and Chief Executive Officer

EX-31.2 6 chd-ex31_2.htm EX-31.2 EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Richard A. Dierker, certify that:

I have reviewed this quarterly report on Form 10-Q of Church & Dwight Co., Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	November 3, 2023	/s/ Richard A. Dierker
		Richard A. Dierker
		Executive Vice President and Chief Financial Officer

EX-32.1 7 chd-ex32_1.htm EX-32.1 EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT AND
18 U.S.C. SECTION 1350

I, Matthew T. Farrell, President and Chief Executive Officer of Church & Dwight Co., Inc. (the “Company”), hereby certify that, based on my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



		By:		/s/ Matthew T. Farrell
				Matthew T. Farrell
				President and Chief Executive Officer

		Dated:		November 3, 2023

EX-32.2 8 chd-ex32_2.htm EX-32.2 EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT AND

18 U.S.C. SECTION 1350

I, Richard A. Dierker, Executive Vice President and Chief Financial Officer of Church & Dwight Co., Inc. (the “Company”), hereby certify that, based on my knowledge:

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



		By:		/s/ Richard A. Dierker
				Richard A. Dierker
				Executive Vice President and Chief Financial Officer

		Dated:		November 3, 2023