Church & Dwight (CHD) 10-K risk factor changes: FY2023 vs FY2022

In addition to competition across all our product categories, there continues to be significant product competition in the gummy dietary supplement category, which has grown from about 10 competitors a decade ago to more than [removed: 50] [added: 60] of significance in recent years.

Shifting consumer behavior, including [removed: accelerated] [added: continuing] shifts to online [removed: shopping which has been accelerated by the COVID-19 pandemic,] [added: shopping,] have also increased competition in e-commerce in many of our categories, from our larger legacy competitors and newer digitally native brands which have increasingly moved into consumer products and staples.

Many of our competitors are large companies, including, among others, P&G, The Clorox Company, Colgate-Palmolive Company, S.C. Johnson & Son, Inc., Nestle Purina PetCare Company and Nestle Health Science, Haleon plc, Henkel, Reckitt Benckiser Group plc, [removed: Johnson & Johnson,] [added: Kenvue Inc.,] Pfizer Inc., Bayer AG, [removed: Alere Inc.,] NBTY, Inc., Koninklijke Philips N.V., Unilever PLC, [removed: Sanofi and] [added: Sanofi,] Pharmavite [removed: LLC.][added: LLC, and Edgewell Personal Care.]

Many of these companies have greater financial resources than we do, [removed: and,] [added: and these competitors, as well as new market entrants, may] therefore, have the capacity to outspend us on advertising and promotional activities and introduce competing products [added: or adopt new technologies, such as artificial intelligence and machine learning,] more [removed: quickly] [added: quickly, successfully] and [added: effectively, and] respond more effectively to changing business and economic conditions than we can.

However, alternative retail channels, including direct to consumer, e-commerce retailers, hard discounters, subscription services and buying clubs, have become more prevalent and the volume of consumer products that are sold through such alternative retail channels is continuing to increase, which may affect customer and consumer preferences, including [removed: in response to the COVID-19 pandemic and market dynamics, including] any pricing pressures for consumer goods as retailers face added costs to build [added: or further expand] their e-commerce capacity.

In addition, a growing number of alternative sales channels and business models, such as niche brands, native online brands, private label and store brands, direct-to-consumer brands and channels and discounter channels, have emerged in the markets we [removed: serve driven, in part, by the COVID-19 pandemic.][added: serve.]

Further, consumer preferences continue to evolve due to a number of factors, including fragmentation of the consumer market and changes in consumer demographics, including the aging of the general population and the emergence of Millennials and Generation Z who have different spending, consumption and purchasing habits; evolving consumer concerns or perceptions regarding ESG practices of manufacturers, including, packaging materials, such as plastic packaging, and their environmental impact; greenhouse gas [added: emissions; waste disposal practices; a growing demand for natural]

[removed: emissions; waste disposal practices; a growing demand for natural] or organic products and ingredients; changing consumer sentiment toward non-local products or sources among [removed: Millennials and other] [added: different] demographic groups; evolving consumer concerns or perceptions regarding the effects of ingredients or substances present in certain consumer products; reduced brand loyalty; and concerns regarding human capital practices, including DEI.

Additionally, we cannot predict the extent to which our increased e-commerce demand will continue [removed: and a reduction in demand would have a negative] [added: or the] impact on our [removed: sales.][added: profits as retailers seek to recover higher e-commerce related operating costs.]

Volatility, and increases in the costs of raw materials without offsetting price increases, disruptions in production or transportation, or increases in the costs of energy, labor, shipping and other necessary services, or other inflationary pressures, including market conditions, inflation, [added: banking failures,] supplier capacity restraints, geopolitical developments (including the ongoing [removed: conflict] [added: conflicts] in [removed: Ukraine),] [added: Ukraine and the Middle East), the impact and results of the presidential election in the U.S., federal government spending disputes and government shutdowns,] port congestions or delays, transport capacity restraints, or other disruptions, could significantly affect our profit margins if we are unable to pass along any higher costs in the form of price increases or otherwise achieve cost efficiencies, such as in manufacturing and distribution.

Significant inflation of material, component and co-packer input costs impacted our gross margin in 2022, and [added: while] we expect [added: general] inflationary pressures to [removed: continue into 2023.][added: cool in 2024, we may still be affected by increased costs impacting our supplies, transportation or manufacturing processes.]

While we have increased prices on a majority of our [removed: products,] [added: products in recent years,] there is no assurance that we will be able to fully offset any input costs increases, through cost reduction programs or price increases of our products or enter locked-in price arrangements or hedge agreements, especially given the competitive environment.

Sustained, those price increases may lead to declines in volume as competitors may reduce their prices or customers may decide not to pay higher [removed: prices,] [added: prices or to purchase lower priced alternatives,] which could lead to sales declines and loss of market share.

Walmart is our largest customer, accounting for approximately [removed: 24%] [added: 23%] of net sales in [removed: 2022,] [added: 2023,] 24% of net sales in [removed: 2021,] [added: 2022,] and [removed: 23%] [added: 24%] of net sales in [removed: 2020.][added: 2021.]

Our top four customers accounted for approximately [added: 44% and] 42% of net sales in [added: 2023 and] 2022 [added: respectively,] and our top three customers accounted for approximately 37% [removed: and 36%] of net sales in [removed: 2021 and 2020, respectively.][added: 2021.]

Changes in consumer behavior, including continued shifting to online shopping instead of physical retail [removed: shopping as a result of the COVID-19 pandemic and other trends,] [added: shopping,] could also impact our sales to our largest customers.

In particular, we derive a substantial percentage of our revenues from sales of laundry detergent, and the continued customer demand for these [added: products are critical to our future success.]

[removed: In addition, future acquisitions or investments could result in substantial cash expenditures, the potentially] dilutive issuances of new equity by us or the incurrence of additional debt or business acquisition liabilities, [added: or] the assumption of contingent liabilities, such as those relating to advertising claims, environmental issues and litigation.

During [removed: 2022,] [added: 2023,] approximately 83% of our sales were generated in U.S. markets.

Our ability to quickly innovate to adapt our products [added: (including product packaging and sustainability profiles)] to meet changing consumer demands is essential, especially in light of e-commerce significantly reducing the barriers for even small competitors to quickly introduce new brands and products directly to consumers.

In addition, [removed: if] sales generated by new products could result in [removed: a concomitant] [added: an associated] decline in sales of existing products.

Each year, we introduce new [removed: products,] [added: products across the majority of our brands,] including launches into new “white space” [removed: categories, across the majority of our marketed brands.][added: categories.]

[removed: If we were to experience delays or cost overruns in the future it could result in product] allocation and retailer frustration, the loss of a significant customer or customers and the material decrease of the sales of one or more of our products.

Further, [removed: the COVID-19 pandemic caused worldwide increases] in [removed: demand for some products and reduced demand for other products,] [added: recent years,] we have experienced continuing strain on our supply chain network and its ability to meet [removed: such demand.][added: demands, including from disruptions from the COVID-19 pandemic, ongoing conflicts in Ukraine and the Middle East, and other factors.]

Our brands could suffer damage to their reputations due to real or perceived, sustainability, quality or safety issues, including as a result of, among other things, significant product recalls, product-related litigation, defects or impurities in our products, product misuse, changing consumer perceptions of certain ingredients or environmental impacts (including packaging, energy and water use and waste [removed: management), or allegations of product tampering.]

[added: Changing macroeconomic conditions in our markets, including as a result of inflation, interest rates, volatile] commodity prices and increases in the cost of raw and packaging materials, labor, energy and logistics, which [added: could impact our manufacturing operations and that of our third-party partners;]

[added: Worldwide, regional and local adverse economic and financial market conditions, all of which] could impact our manufacturing operations [removed: and] [added: or] that of our third-party partners;

the Russia/Ukraine [removed: war;][added: war and ongoing and new conflicts in the Middle East;]

the effect of foreign income taxes, value-added taxes and withholding taxes, including the inability to recover amounts owed to us by foreign governments, and the determination of the U.S. Internal Revenue Service (the “I.R.S.”) regarding the applicability of certain regulations, including [added: those promulgated under] the Foreign Account Tax Compliance Act, to our international transactions;

potential disruption from wars and military conflicts, including the war in Ukraine, terrorism or other types of [added: violence;]

[added: Major] developments in trade relations, including the imposition of new or increased tariffs or sanctions by the U.S. and/or other countries, and any emerging nationalist trends in specific countries could alter the trade environment and consumer purchasing.

Increasing focus and sensitivity by governmental, non-governmental organizations, customers, consumers and investors to ESG issues, including those related to DEI, climate change, plastic usage and ingredients, could result in increased operating or manufacturing [removed: costs,] [added: costs and compliance challenges,] which could adversely affect our business.

This will likely result in new or increased regulatory requirements such as the SEC’s [removed: recent] disclosure proposal on climate change and various state-level Extended Producer Responsibility programs, [added: California’s recently enacted climate reporting legislation,] and customer and consumer standards.

Compliance with these requirements, standards and disclosure requests [added: may be challenging and] could cause disruptions in the manufacture of our products and/or result in [removed: increase] [added: increases] in operating [added: costs, and additional legal, compliance and regulatory risks and] costs.

In addition, our [added: actual or perceived] failure to achieve [added: or make sufficient progress towards] our stated ESG goals [added: or comply with ESG related regulations] could result [removed: litigation] [added: in litigation, regulatory scrutiny] or adverse publicity, which could damage our reputation, reduce consumer demand and devalue our brand equity.

Further, ESG-conscious [added: investors may]

[removed: investors may] choose not to invest in our securities if we do not comply with their expectations, and investment managers may not include our securities in ESG-designated funds.

For example, the FDA may determine that a particular claim that we use to support the marketing of a product is not substantiated, may not accept the evidence of safety for a new product that we may wish to market, may challenge the safety or effectiveness of existing products based on, among other things, changes in formulations, inadequate stability or “shelf-life,” consumer complaints, or improper labeling, [added: may take action against our homeopathic products, such as our Zicam cold shortening products, on the basis that they are unapproved drugs,] and may determine that our dietary supplement business manufacturing, packaging, labeling and holding operations do not comply with cGMPs.

In addition, [removed: any additional or] renewed significant governmental actions pertaining to [removed: the COVID-19 pandemic,] [added: pandemics or other health emergencies,] including lockdowns, quarantines or other restrictions on the ability of our employees to travel or perform necessary business functions or our ability to develop, manufacture, distribute, market or sell our products, or the ability of our suppliers, customers or third-party partners to effectively run their operations, may negatively impact our ability to manufacture, distribute, market and sell our products.

These privacy and security laws and regulations change frequently, and new legislation continues to be introduced such as the California Privacy Rights Act [removed: (“ CPRA” ),] [added: (“CPRA”),] which was effective on January 1, 2022 and modifies the CCPA significantly, as well as the Virginia Consumer Data Protection Act, the Colorado Privacy Act, Utah Consumer Privacy Act and Connecticut Data Privacy Act which [removed: will become] [added: became] effective in 2023.

Any significant changes in consumer preferences or behavior could materially and negatively impact demand for our products and, in turn, our net sales and results of operations.

Consumer preferences are also influenced by the perception of our brand images or those of our products, the success of advertising and marketing campaigns, our ability to engage with consumers in the manner they prefer, including through the use of digital media or assets, and the perception of our advertising content, use of social media and extent of engagement in political and social issues.

If we are not successful in continuing to adapt to changing consumer preferences and market dynamics or expanding sales through e-commerce retailers or alternative retail channels, our business, financial condition and results of operations may be negatively impacted.

We believe that 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.

Moreover, in our vitamin business, we are experiencing residual impacts from previous vitamin-specific supply chain challenges that resulted in increased shelf space and/ or display for certain of our competitors.

In addition, our Specialty Products business has been negatively impacted by the return of foreign competition in the United States dairy market.

In addition, future acquisitions or investments could result in substantial cash expenditures, the potentially

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.

Our Specialty Products Division declined in 2023, largely due to declining sales of our MEGALAC dairy supplement within our Animal Nutrition business.

We will be exiting this part of the Animal Nutrition business during the first quarter of 2024.

We believe that 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.

Moreover, in our vitamin business, we are experiencing residual impacts from previous vitamin-specific supply chain challenges that resulted in increased shelf space and/ or display for certain of our competitors.

Success in launching new products is also dependent on our ability to deliver effective and efficient marketing in an evolving media landscape (including digital), which is subject to dynamic and increasingly restrictive privacy requirements.

If product introductions are not successful, costs associated with these efforts may not be fully recouped and our net earnings or margins could be adversely affected.

If we were to experience delays or cost overruns in the future it could result in product

In addition, our supply chain is dependent on materials, components and other products from Asia and other geographies that may be subject to disruptions in the supply chain, resulting in shortages that would affect our revenue and operating margins.

Our financial success is directly dependent on the reputation and success of our brands, particularly our power brands.

Seven of those brands are designated as "power brands" because they compete in large categories, and we believe they have the potential for significant global expansion.

Those seven brands are ARM & HAMMER®; OXICLEAN®; VITAFUSION® and L’IL CRITTERS®; BATISTE®; WATERPIK®; THERABREATH®; and HERO® and represent approximately 70% of our net sales and profits.

management), or allegations of product tampering.

On October 4, 2021, members of the Organization for Economic Co-operation and Development (“OECD”) agreed to a global minimum tax rate of 15%.

On December 20, 2021, OECD published its model rules on the agreed minimum tax known as the Global Anti-Base Erosion (“GloBE”) rules.

The GloBE Rules consist of an interlocking and coordinated system of rules which are designed to be implemented into the domestic law of each jurisdiction and operate together to ensure large multinational enterprise groups are subject to a minimum effective tax rate of 15% on any excess profits arising in each jurisdiction where they operate.

On December 15, 2022, the European Council approved its directive to implement Pillar Two of the GloBE rules regarding a 15% global minimum tax rate.

Japan and South Korea have enacted domestic Pillar Two legislation, and many other countries, including the UK, Switzerland, Ireland and Germany, have released draft legislation or publicly announced their plans to introduce legislation based on the OECD Model Rules.

Many aspects of Pillar Two will be effective for tax years beginning in January 2024, with certain remaining impacts to be effective in 2025.

Based on current legislation and available guidance, we have evaluated the impact of Pillar Two and determined there is no impact to the company.

As Pillar Two legislation evolves and countries enact new legislation, we will continue to evaluate Pillar Two and Pillar Two may increase our future effective tax rate.

Since the initial publication of SOFR in 2018, changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates, such as United States dollar LIBOR.

The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from such projections, which may adversely affect expectations regarding our future profitability and cash flows, which may impact our stock price.

Our financial projections, including, among other things, any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, category growth, development and launch of innovative new products, market share projections, product pricing and sale, volume and product mix, foreign exchange rates and volatility, tax rates, commodity prices, distribution, cost savings, accruals for estimated liabilities, including litigation reserves, measurement of benefit obligations for pension and other postretirement benefit plans, and our ability, among other things, to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, pay dividends and meet our debt obligations.

Our financial projections are based, among other things, on historical experience, various other estimates and assumptions that we believe to be reasonable under the circumstances and at the time they are made, and our actual results may differ materially from our financial projections.

Any material variation between our financial projections and our actual results may adversely affect expectations regarding our future profitability and cash flow, which may impact our stock price.

The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.

In recent months, several of our peer or similarly situated companies have experienced cybersecurity incidents.

Cyber threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them.

We have incurred, and will continue to incur, expenses to comply with privacy and data protection standards and protocols imposed by law, regulation, industry standards and contractual obligations.

Increased regulation of data collection, use, and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, including reporting requirements, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm our business.

We experienced an increase in labor turnover in 2021 (20.6%) and 2022 (21.5%) but saw this ease in 2023 (17.6%).

These trends have been magnified due to the COVID-19 pandemic in many of our geographies.

Some of our retail customers were forced to shut down during the height of the pandemic, and others that reduced their hours, have not yet returned to full capacity which has impacted and may continue to impact their orders.

products are critical to our future success.

Recently we have experienced a decline in consumer spending for our most discretionary brands, primarily WATERPIK and FINISHING TOUCH FLAWLESS.

In addition, our WATERPIK brand has also been impacted by a consumer shift to lower cost alternatives due primarily to inflationary pressures and recessionary concerns.

Moreover, in the vitamin category there continues to be a softening of growth from record high levels during the COVID-19 pandemic and significant product competition coming from new category entrants.

Additionally, if our vitamin fill rates (that is, the percentage of customer orders we are able to timely fulfill) continue to be below historical levels, we are vulnerable to retail customers limiting distribution of our vitamin products and consumers shifting their loyalty to competitors’ products.

Also, our Passport Food Safety business has experienced sales and profit declines due to decreased demand driven by the COVID-19 pandemic and pressures from new competitive activities resulting from the loss of exclusivity on a key product line.

While the vitamins category saw an increase in demand as a result of the COVID-19 pandemic, that demand has waned with the decreased prevalence of COVID-19 infections.

However, demand for these products has typically increased during winter months when consumers have increased rates of flu and cold infection, and the continuing prevalence of increased social distancing and flu vaccination rates may have a negative impact on this seasonal performance.

Recently we have experienced a decline in consumer spending for our most discretionary brands, primarily WATERPIK and FINISHING TOUCH FLAWLESS.

In addition, our WATERPIK brand has also been impacted by a consumer shift to lower cost alternatives due primarily to inflationary pressures and recessionary concerns.

Moreover, in the vitamin category there continues to be a softening of growth from record high levels during the COVID-19 pandemic and significant product competition coming from new category entrants.

Additionally, if our vitamin fill rates continue to be below historical levels, we are vulnerable to retail customers limiting distribution of our vitamin products and consumers shifting their loyalty to competitors’ products.

Our Passport Food Safety business has continued to experience decreased demand driven by the pandemic and other pressures.

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

This loss of distribution along with an expected continued decline in discretionary consumption and higher interest rates resulted in an impairment charge as discussed in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

Our financial success is directly dependent on the reputation and success of our brands, particularly the ARM & HAMMER, BATISTE, FIRST RESPONSE, NAIR, ORAJEL, OXICLEAN, TROJAN, L’IL CRITTERS and VITAFUSION, SPINBRUSH, WATERPIK, XTRA, ZICAM, THERABREATH and HERO brands.

In the fourth quarter of 2022, we 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.

We have removed the FINISHING TOUCH FLAWLESS brand from our list of “power brands.”

Changing macroeconomic conditions in our markets, including as a result of inflation, interest rates, volatile

violence;

the impact of the United Kingdom’s exit from the European Union, which has led to increased costs, and/or complexity, aspects of which will persist whilst bilateral trade and cooperation deal governing the future relationship between the United Kingdom and the rest of the world are negotiated;

The COVID-19 pandemic has had and may continue to have a negative impact on regional and global economies, with reduced international travel, movement restrictions and social distancing measures, and recessionary conditions in many countries.

Major

For example, we may be unable to obtain certain raw materials, and we have begun, and will continue to experience, increased costs for those materials as a result of these obligations.

LIBOR, the interest rate benchmark previously used as a reference rate on our variable rate debt, including our term and revolving credit facilities and interest rate swaps, is currently being phased out in favor of the Secured Overnight Financing Rate (“SOFR”), which the Alternative Reference Rates Committee (the “ARRC”) has identified as its preferred alternative rate to succeed LIBOR.

We will also need to consider new contracts and if they should reference an alternative benchmark rate or include suggested fallback language, as published by the ARRC from time to time.

cash flow.

We may not be able to successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of the COVID-19 pandemic.

Our business and financial results have been, and may continue to be, negatively impacted by the fear of exposure to or actual effects of the COVID-19 pandemic, including the emergence of new variants, such as, but not limited to:

negative impact on the global and U.S. domestic economy, significant unemployment, and market volatility;

significant increases in or reductions in demand or significant volatility in demand for one or more of our products, resulting in pressure on our operations and supply chain networks and the ability to meet such demand;

raw material, packaging or other supply shortages, labor shortages or reduced availability of transport, port

congestion and closures;

inability to meet our retailer orders and customers’ needs due to disruptions in our manufacturing and distribution network, supply chain, or capacity constraints or those of our finished goods, raw materials, or transportation suppliers;

continued shifts in consumer demand, including accelerated shifts to online shopping and increased competition in e-commerce in many of our categories from our larger legacy competitors and newer digitally native brands which have increasingly moved into consumer products and staples;

decreased demand for certain products as COVID-19 procedures continue to ease and we transition from a

pandemic to an endemic state;

pricing pressures on our products as retailers face added costs to build their e-commerce capacity; and

We develop, manufacture and market a broad range of consumer household, personal care and specialty [removed: products focused on animal and food production, chemicals and cleaners.][added: products.]

[removed: We focus our consumer products marketing efforts principally on our 14 “power brands.” These] [added: Our] well-recognized [removed: brand names] [added: brands] include ARM & [removed: HAMMER®, used in multiple product categories such as] [added: HAMMER®] baking soda, cat litter, [removed: carpet deodorization and] laundry [removed: detergent; TROJAN® condoms, lubricants] [added: detergent, carpet deodorizer] and [removed: vibrators;] [added: other baking soda-based products;] OXICLEAN® stain removers, cleaning solutions, laundry [removed: detergent] [added: detergents] and bleach alternatives; [removed: SPINBRUSH® battery-operated] [added: VITAFUSION®] and [removed: manual] [added: L’IL CRITTERS® gummy dietary supplements for adults and children, respectively; BATISTE® dry shampoo; WATERPIK® water flossers and showerheads; THERABREATH® oral care products; HERO® acne treatment products; TROJAN condoms, lubricants and vibrators; SPINBRUSH battery-operated] toothbrushes; FIRST [removed: RESPONSE®] [added: RESPONSE] home pregnancy and ovulation test kits; [removed: NAIR®] [added: NAIR] depilatories; [removed: ORAJEL®] [added: ORAJEL] oral analgesic; [removed: XTRA®] [added: XTRA] laundry detergent; [removed: L’IL CRITTERS®] and [removed: VITAFUSION® gummy dietary supplements; BATISTE® dry shampoos; WATERPIK® water flossers and replacement showerheads; ZICAM®] [added: ZICAM] cold shortening and relief [removed: products, THERABREATH® oral care products and HERO® acne treatment] products.

In [removed: 2022,] [added: 2023,] the Consumer Domestic, Consumer International and SPD segments represented approximately [removed: 77%,] [added: 78%,] 17% and [removed: 6%,] [added: 5%,] respectively, of our consolidated net sales.

*Supply Chain, Inflation, [removed: Labor,] Consumer Demand and Competition*

Most notably, a growing number of water flosser consumers [removed: are continuing to switch] [added: have switched] to [removed: competitors'] [added: more] value-branded products.

To address these demand shifts, we are taking steps to better manage production schedules and inventory levels for those products [added: along with increasing promotional activities and marketing spend, as well as continuing efforts to develop lower cost water flosser alternatives.]

[removed: In the] [added: The] vitamin category [removed: there] continues to [removed: be] [added: experience] a softening of growth from record high levels during the COVID-19 pandemic and significant product competition coming from new category entrants.

The category has grown from about [removed: 10] [added: 6] competitors a decade ago to more than [removed: 50] [added: 60] of significance in recent years.

Looking forward, the impact that these challenges will continue to have on our operational and financial performance will depend [added: in part] on future developments, including inflationary impacts, [added: interest rates, recessionary concerns, as well as] retail [removed: customer’s] [added: customers'] acceptance of all or a portion of any price [removed: increases, our continued ability to obtain an adequate supply of products and materials, the spread and severity of new COVID-19 variants, and the long-term impact of vaccines.][added: increases.]

We [removed: are monitoring] [added: 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, [added: especially for our discretionary brands,] and how these factors will potentially influence future cash flows for the short and long term.

While we expect that many of these effects will be transitory and that our [removed: value focused] [added: value-focused] portfolio positions us well in [removed: inflationary and slowing] [added: challenging] economic environments, it is impossible to predict their impact.

[removed: *2022] [added: *2023] Financial Highlights*

Key [removed: 2022] [added: 2023] financial results include:

[removed: 2022] [added: 2023] net sales grew [removed: 3.6%] [added: 9.2%] over [removed: 2021,] [added: 2022,] with gains in Consumer Domestic and [removed: SPD,] [added: Consumer International,] partially offset by lower sales in [removed: Consumer International.][added: SPD.]

The gains are primarily due to favorable pricing/product [removed: mix in all three segments] [added: mix, favorable volumes,] and [added: the benefit of recent] acquisitions in Consumer Domestic and Consumer International, partially offset by unfavorable volumes [removed: in all three segments] and [removed: unfavorable changes in foreign exchange rates] [added: pricing/product mix] in [removed: Consumer International.][added: SPD.]

Gross margin [removed: decreased 170] [added: increased 220] basis points to [removed: 41.9%] [added: 44.1%] in [removed: 2022] [added: 2023] from [removed: 43.6%] [added: 41.9%] in [removed: 2021,] [added: 2022,] primarily due to [removed: higher manufacturing costs including labor, raw materials and components, and higher transportation and commodity costs, as well as unfavorable volumes, partially offset by] favorable [removed: price/product mix,] [added: price/volume/mix,] the impact of productivity programs, [added: lower transportation costs,] and business acquisition [removed: benefits.][added: benefits, partially offset by higher manufacturing costs including labor and higher commodities.]

We reported diluted net earnings per share in [removed: 2022 of $1.68 (including the non-cash Flawless intangible asset impairment charge] [added: 2023] of [removed: $1.26 per share), a decrease] [added: $3.05, an increase] of approximately [removed: 49.4%] [added: 81.5%] from [removed: 2021] [added: 2022] diluted net earnings per share of [removed: $3.32] [added: $1.68] which included the [removed: favorable impact of the] [added: non-cash] Flawless [removed: business acquisition liability adjustments] [added: intangible asset impairment charge] of [removed: $0.30] [added: $1.26] per share.

Cash provided by operations was [removed: $885.2] [added: $1,030.6] in [removed: 2022,] [added: 2023,] a [removed: $108.6 decrease] [added: $145.4 increase] from the prior year due to [removed: higher] [added: an improvement in] working capital and [removed: lower] [added: an increase in] cash earnings (net income adjusted for non-cash [removed: items).][added: items) including the impact of recent acquisitions.]

We returned [removed: $255.0] [added: $566.6] in [removed: 2022] [added: 2023] to our stockholders through cash dividends [removed: paid.][added: paid and share repurchases.]

Some [added: retail] customers have responded to economic conditions by increasing their private label offerings (primarily in the dietary supplements, diagnostic kits and oral analgesics categories), launching their own brands, and consolidating the product selections they offer to the top few leading brands in each category.

As a result, any delays or reduction of sales of these products, in the event that our product category diversification efforts discussed below are not successful, could have a material adverse effect on our business, financial [removed: condition and] [added: condition,] operating results and cash flows.

Our global product portfolio consists of both premium [removed: (60%] [added: (63%] of total worldwide consumer revenue in [removed: 2022)] [added: 2023)] and value [removed: (40%] [added: (37%] of total worldwide consumer revenue in [removed: 2022)] [added: 2023)] brands, which we believe enables us to succeed in a range of economic environments.

Over the past two decades, we have diversified from an almost exclusively U.S. business to a global company with approximately 17% of sales derived from countries outside of the United States in [removed: 2022.][added: 2023.]

In [removed: 2022,] [added: 2023,] we benefited from our expanded global footprint and expect to continue to focus on selectively expanding our global business.

The impact of U.S. tariffs on certain products was a component of increased cost of sale during the year ended December 31, [removed: 2022.][added: 2023.]

Additionally, our focus on tight cost controls has enabled us to effectively navigate [removed: recent] challenging economic conditions.

This is evidenced by our 2015 acquisition of certain assets of Varied Industries Corporation (the “Vi-cor Acquisition”), the 2016 acquisitions of Spencer Forrest, Inc., the maker of TOPPIK (the “Toppik Acquisition”), and the ANUSOL and RECTINOL businesses from Johnson & [added: Johnson (the “Anusol Acquisition”), the 2017 acquisitions of the VIVISCAL brand from Lifes2Good Holdings Limited (the “Viviscal Acquisition”), and the WATERPIK brand from Pik Holdings, Inc. (the “Waterpik Acquisition”), the 2020 acquisition of the ZICAM brand from Consumer Health Holdco LLC, the 2021 acquisition of the THERABREATH brand from Dr. Harold Katz, LLC and HK-IP International, Inc, and the 2022 acquisition of the HERO brand which includes the MIGHTY PATCH acne treatment products.]

Since 2001, we have acquired [removed: 13] [added: six] of our [removed: 14] [added: seven] “power [removed: brands”.][added: brands.”]

Moreover, the generation of a significant amount of cash from operations [removed: combined with an investment grade credit rating,] provides us with the financial flexibility to pursue acquisitions, drive new product development, make capital expenditures to support organic growth and gross margin improvements, return cash to stockholders through dividends and share buy backs, and reduce outstanding debt.

On October 13, 2022, [removed: we] [added: the Company] acquired all of the issued and outstanding shares of capital stock of Hero Cosmetics, Inc. ("Hero"), the developer of the [removed: Hero®] [added: HERO®] brand which includes the MIGHTY PATCH® acne treatment products (the [removed: “Hero Acquisition”).][added: "Hero Acquisition").]

[removed: Hero’s annual net] [added: Net] sales for the year ended December 31, [removed: 2022] [added: 2023] were [removed: approximately $179.0.][added: $5,867.9, an increase of $492.3, or 9.2% compared to 2022 net sales.]

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of [removed: 2022 (the “Act”),] [added: 2022,] which contains provisions effective January 1, 2023, including a 15% corporate minimum tax and a 1% excise tax on stock buybacks.

On [removed: February 1, 2023,] [added: January 31, 2024,] the Board declared a 4% increase in the regular quarterly dividend from [removed: $0.2625 to] $0.2725 [added: to $0.28375] per [removed: share, equivalent] [added: share (equivalent] to an annual dividend of [removed: $1.09] [added: $1.135] per [removed: share] [added: share)] payable to stockholders of record as of February 15, [removed: 2023.][added: 2024.]

The increase raises the annual dividend payout from [removed: $255.0] [added: $267.0] to approximately [removed: $265.0.][added: $276.0 on an annualized basis.]

Based on the total face value of Consumer Domestic coupons redeemed over the past several years, if the actual rate of redemptions were to deviate by 0.1% from the rate for which reserves are accrued in the financial statements, a difference of approximately [removed: $2.7] [added: $0.7] in the reserve required for coupons would result.

If our estimates for promotional activities and sales returns reserves were to change by 10% the impact to promotional spending and sales return accruals would be approximately [removed: $15.9.][added: $16.0.]

[removed: These intangible] [added: Intangible] assets [removed: are generally related] [added: relate] to intangible assets with a useful life, indefinite-lived trade names and goodwill.

Carrying values of goodwill and indefinite-lived trade names are reviewed [removed: periodically] [added: at least annually] for possible [removed: impairment*.* Finite intangible assets are assessed when there are business triggering events.][added: impairment.]

Fair value for [removed: indefinite lived] [added: indefinite-lived] intangible assets [removed: was] [added: is] estimated based on a [removed: “relief] [added: "relief] from [removed: royalty”] [added: royalty"] or [removed: “excess earnings”] [added: "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.

We determined that the fair value of all indefinite-lived intangible assets for each of the years in the three-year period ended December 31, [removed: 2022] [added: 2023] exceeded their respective carrying values based upon the forecasted cash flows and profitability.

Seven of those brands are designated as "power brands" because they compete in large categories, and we believe they have the potential for significant global expansion.

Those seven brands are ARM & HAMMER®; OXICLEAN®; VITAFUSION® and L’IL CRITTERS®; BATISTE®; WATERPIK®; THERABREATH®; and HERO® and represent approximately 70% of our net sales and profits.

We believe that 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.

Our vitamin business continues to experience a softening of growth from record high levels during the COVID-19 pandemic and has seen a significant ramp up in competition coming from new gummy vitamin category entrants which have increased from about six competitors a decade ago to more than 60 of significance today.

In addition, residual impacts from previous vitamin-specific supply chain challenges resulted in increased shelf space and/ or display for certain of our competitors.

We are improving our product offerings, redesigning packaging, launching new advertising and increasing global promotional and marketing efforts to solidify the business and, ultimately, regain lost market share.

Net sales in our Specialty Products Division declined in 2023, largely due to declining sales of our MEGALAC dairy supplement within our Animal Nutrition business.

During the first quarter of 2024, we will be exiting this part of the Animal Nutrition business as a result of the return of foreign competition in the United States dairy market.

Operating margin increased 690 basis points to 18.0% in 2023 from 11.1% in 2022.

The 2022 operating margin included a non-cash charge of $411.0 or 760 basis points related to the Flawless intangible asset impairment.

Excluding the impairment charge, operating margin decreased 70 basis points as an increase in gross margins was offset by higher marketing expenses and selling general and administrative costs.

Intangible assets with a useful life are assessed for impairment when there are business triggering events.

Recently, our global TROJAN business has benefited from the successful introduction of new products, such as TROJAN BARESKIN RAW, which has contributed to expanded distribution resulting in sales growth in 2023 and an improvement in the expected sales growth outlook for this business.

While the Company cannot predict future changes in economic or competitive factors that may adversely impact the underlying cash flows used to estimate fair value of the trade name, it believes that the improved growth and profitability outlook for this business has reduced the near-term risk of impairment of the TROJAN trade name.

The carrying value of the TROJAN trade name is $176.4 and fair value represented 162% of the carrying value as of October 1, 2023.

Waterpik's profitability has also been impacted by tariffs imposed on its products imported into the United States that were manufactured in China.

The carrying value of the WATERPIK trade name is $644.7 and fair value represented 109% of the carrying value as of October 1, 2023.

In addition, residual impacts from previous vitamin-specific supply chain challenges have resulted in reduced shelf space for VITAFUSION and LIL CRITTERS at certain retailers and consumers switching to competitor’s brands.

The carrying value of the VITAFUSION and LIL' CRITTERS trade name is $281.3 and fair value represented 154% of the carrying value as of October 1, 2023.

| Net Sales | $ | 5,867.9 | | | 9.2% | | $ | 5,375.6 | |

The volume change reflects increased volumes in the Consumer Domestic and Consumer International Segments partially offset by volume declines in SPD.

Price/mix was favorable in the Consumer Domestic and Consumer International Segments partially offset by slightly unfavorable price/mix in the SPD segment.

Our gross profit for 2023 was $2,588.5, a $338.5 increase compared to 2022.

Marketing expenses for 2023 were $641.3, an increase of $106.1 compared to 2022.

Marketing expenses as a percentage of net sales increased 90 bps to 10.9% in 2023 as compared to 2022 due to 180 bps on higher expense from increased marketing spend as our ability to meet customer demand improved, offset by 90 bps of leverage on higher net sales.

SG&A expenses for 2023 were $889.8, a decrease of $227.2 or 20.3% compared to 2022.

The lower expenses of 390 bps were primarily due to the non-cash Flawless intangible asset impairment charges of $411.0 or 760 bps in 2022, partially offset by higher expenses associated with the Hero Acquisition of $78.7, investment spending for future growth and higher incentive compensation costs which reflects improved business performance.

Other income increased $9.4 in 2023 as compared to 2022 primarily due to higher investment income.

Interest expense in 2023 was $110.9, an increase of $21.3 primarily due to higher average interest rates on outstanding debt.

The increase in the rate is due to the tax rate benefit of the FLAWLESS impairment charge recorded in 2022.

The new law did not have a material impact on our consolidated financial position, results of operations or cash flows during the year ended December 31, 2023.

| 2023 | $ | 4,571.2 | | | $ | 975.7 | | | $ | 321.0 | | | $ | 0.0 | | | $ | 5,867.9 | |

| 2023 | $ | 842.7 | | | $ | 94.8 | | | $ | 21.2 | | | $ | 8.7 | | | $ | 967.4 | |

The 2022 results include the FINISHING TOUCH FLAWLESS intangible asset impairment charge of $349.3 in SG&A expenses.

Excluding the impairment charge, income before income taxes increased $66.1 due to favorable price/mix of $193.0, the gross margin benefit of higher sales volumes related to the Hero Acquisition of $138.1, lower manufacturing and distribution expenses of $12.0, partially offset by higher SG&A expenses of $165.2 from higher expenses associated with the Hero Acquisition and higher incentive compensation costs, higher marketing expenses of $96.5, and higher interest and other expenses of $15.3.

Consumer International net sales in 2023 were $975.7, an increase of $79.6 or 8.9% as compared to 2022.

Excluding the impact of foreign exchange rates and acquired product lines, the increase in net sales for the year ended December 31, 2023, is driven by STERIMAR® nasal congestion relief, THERABREATH® mouth wash, BATISTE® dry shampoo, OXICLEAN® stain removers and WATERPIK in the Global Markets Group; BATISTE® dry shampoo, OXICLEAN® stain removers, THERABREATH® mouth wash, and GRAVOL® anti-nauseant in Canada; STERIMAR® nasal congestion relief and BATISTE® dry shampoo in Europe and STERIMAR® nasal congestion relief, ARM & HAMMER® dental care, ARM & HAMMER® baking soda, and ARM & HAMMER® liquid detergent in Mexico.

Consumer International income before income taxes was $94.8 in 2023, an increase of $56.0 compared to 2022.

The increase is due to favorable price/mix of $53.4, lower SG&A expenses of $33.3 (including the 2022 FLAWLESS intangible asset impairment charge of $61.7, partially offset by higher incentive compensation costs), the gross margin benefit of higher sales volumes of $12.1, and favorable foreign exchange rates of $3.1, partially offset by higher manufacturing and commodity costs of $33.5, higher marketing expenses of $10.2, and higher interest and other expenses of $2.1.

SPD net sales were $321.0 for 2023, a decrease of $27.5, or 7.9% compared to 2022.

We reevaluate the composition of our “power brands” from time to time, and in 2022 removed FINISHING TOUCH FLAWLESS® products from our list of power brands and added HERO®.

Throughout 2022, adverse impacts to our business have been primarily supply chain related, including raw material and labor shortages and interruptions, as well as distribution and transportation challenges.

These negative impacts have resulted in difficulty meeting consumer demand.

In addition, these negative impacts together with significant broad-based cost inflation have affected interest rates, input costs and consumer behavior.

In addition, government restrictions in China have further exacerbated global supply chain challenges and have had a negative impact on Chinese consumer demand for our products in China.

As restrictions in China ease, we expect those impacts to our business in the future to be less severe.

While it is difficult to predict when conditions may improve, we expect raw material and labor shortages and input cost inflation to continue at least through the first half of 2023.

To address challenges meeting retail customer demand for certain categories, including laundry detergent and litter, we have taken steps to increase our short-term manufacturing capacity for those and other products as well as our raw material and packaging capacity, and continue to work closely with our suppliers, contract manufacturers and retail partners to increase capacity and ensure sustained supply to keep pace with increased demand.

We have also made investments in the expansion of long-term in-house and third-party manufacturing capacity and are continuing to enlist additional suppliers that meet our quality specifications.

We continued to see an improvement in fill rates in the fourth quarter, particularly in the household category, and we expect those improvements to continue into 2023 across most product categories.

While we have made significant progress addressing our manufacturing capacity to meet consumer demand, there is no assurance that these challenges will abate in the foreseeable future, or that the other measures we have or may implement will mitigate the impact of supply disruptions or rising costs.

If we continue to experience difficulty meeting consumer and retailer demand over an extended period, retailers may decide to discontinue distribution of all or some of our products.

To attempt to offset some of our cost pressures, we have enacted and continue to evaluate price increases in certain categories.

However, we are also experiencing a decline in consumer spending for our most discretionary brands, primarily WATERPIK and FINISHING TOUCH FLAWLESS.

Our WATERPIK brand has also been impacted by a consumer shift to lower cost alternatives due primarily to inflationary pressures and recessionary concerns.

In addition, due to the decline in consumer spending, a major retailer has discontinued certain of our FINISHING TOUCH FLAWLESS products.

If the decline in consumer spending for our discretionary products persists over an extended period, we may not be able to increase prices to offset cost inflation and retailers may further discontinue distribution of these products.

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

(Dollars in millions, except share and per share data)

along with increasing promotional activities and marketing spend, as well as continuing efforts to develop lower cost water flosser alternatives.

In the two-year period from 2019 to 2021 our vitamin products experienced a net sales increase of over 50%.

Since 2019 alone, over 35 new brands have entered the gummy category.

We continue to evaluate and vigorously combat these pressures through, among other things, new product introductions and increased marketing and trade spending.

However, there is no assurance this category will not decline in the future and that we will be able to offset any such decline.

Additionally, the fill rates for our vitamin products have been below historical levels, if we continue to have challenges meeting customer demand, we are vulnerable to retail customers limiting distribution of our vitamin products and consumers shifting their loyalty to competitors’ products.

Approximately 20% of our portfolio is comprised of discretionary products (WATERPIK and FINISHING TOUCH FLAWLESS) and the vitamin business.

In addition, our portfolio is comprised of 40% value products and has a low exposure to private label which should help us to mitigate against a potential recessionary environment.

We expect share gains to continue as we invest in our brands and supply chain fill levels continue to improve.

The impact of any of these potential future developments are uncertain and difficult to predict considering the rapidly evolving landscape.

Operating margin decreased 970 basis points to 11.1% in 2022 from 20.8% in 2021, reflecting a lower gross margin percentage and higher selling general and administrative costs (including the non-cash Flawless intangible asset impairment charge of $411.0 or 760 bps and 2021's favorable $98.0 or 190 bps Flawless business acquisition liability adjustments), partially offset by lower marketing expenses.

In the domestic business, seven out of 14 “power brands” met or exceeded category growth for the full year 2022.

With the acquisition of HERO®, we have 14 “power brands”.

In 2022, due to the significant increase in input costs, we have not been able to fully mitigate the impact of these increases with pricing, cost control measures and productivity programs.

We have, and will continue to, implement price increases to address cost inflation.

However, we cannot be certain that these price increases will be accepted by customers.

Johnson (the “Anusol Acquisition”), the 2017 acquisitions of the VIVISCAL brand from Lifes2Good Holdings Limited (the “Viviscal Acquisition”), Agro BioSciences, Inc. (the “Agro Acquisition”), and the WATERPIK brand from Pik Holdings, Inc. (the “Waterpik Acquisition”), the 2018 acquisition of Passport Food Safety Solutions, Inc. (the “Passport Acquisition”), the 2019 acquisition of the FINISHING TOUCH FLAWLESS brand; the 2020 acquisition of the ZICAM brand from Consumer Health Holdco LLC, the 2021 acquisition of the THERABREATH brand from Dr. Harold Katz, LLC and HK-IP International, Inc, and the 2022 acquisition of the HERO brand which includes the MIGHTY PATCH acne treatment products.

Hero Acquisition

We 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.

We 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 us are satisfied.

The vesting requirements are satisfied at various dates over a three-year period from the date of the acquisition.

Refer to page [removed: 49] [added: 48] of this Annual Report.

Our [removed: consumer products marketing efforts are focused principally on our 14 “power brands.” These] well-recognized [removed: brand names] [added: brands] include ARM & HAMMER® baking soda, cat litter, laundry detergent, carpet deodorizer and other baking [removed: soda based] [added: soda-based] products; [removed: TROJAN® condoms, lubricants and vibrators;] OXICLEAN® stain removers, cleaning solutions, laundry detergents and bleach alternatives; [removed: SPINBRUSH® battery-operated toothbrushes; FIRST RESPONSE® home pregnancy] [added: VITAFUSION®] and [removed: ovulation test kits; NAIR® depilatories; ORAJEL® oral analgesic; XTRA® laundry detergent;] L’IL CRITTERS® [removed: and VITAFUSION®] gummy dietary supplements for [removed: children] [added: adults] and [removed: adults,] [added: children,] respectively; BATISTE® dry shampoo; WATERPIK® water flossers and showerheads; [removed: ZICAM® cold shortening and relief products;] THERABREATH® oral care products; [removed: and] HERO® acne treatment [added: products; TROJAN condoms, lubricants and vibrators; SPINBRUSH battery-operated toothbrushes; FIRST RESPONSE home pregnancy and ovulation test kits; NAIR depilatories; ORAJEL oral analgesic; XTRA laundry detergent; and ZICAM cold shortening and relief] products.

Sustainability is how we refer to our Environmental, Social & Governance (“ESG”) efforts [removed: as part of our overall success into delivering] [added: to deliver] growth and profitability while making a meaningful and positive impact.

We believe [removed: that sustainable operations are both financially and operationally beneficial to our business, and] [added: Sustainability is] critical to the health of the communities in which we operate, [removed: while contributing] [added: contributes] to a better [removed: world.][added: world and benefits our business both financially and operationally.]

Our [removed: 2021] [added: 2022] Sustainability Report is available on our web site at [removed: https://churchdwight.com/pdf/Sustainability/2021-Sustainability-Report.pdf,] [added: https://churchdwight.com/pdf/Sustainability/2022-Sustainability-Report.pdf,] and our [removed: 2022] [added: 2023] Sustainability Report will be available in April [removed: 2023] [added: 2024] (the [removed: “2022] [added: “2023] Sustainability Report” and together with the [removed: 2021] [added: 2022] Sustainability Report, the “Sustainability Reports”).

Each is supported through our Governance [removed: practices] [added: practices,] which are intended to maintain a system of rules and practices that determine how we operate and align the interests of our stakeholders in support of ethical business practices and financial success.

[removed: Environment:] [added: Environment & Climate Change:] Minimize environmental impact of our global operations, with a focus on increased renewable energy usage, reduced water consumption, greenhouse gas emissions and solid waste to landfills

However, our environmental priorities extend well beyond our compliance efforts, and include our focus on [added: providing effective products that are safe for our consumers, the animals they care for and the environment, utilizing consumer friendly and]

[removed: providing safe and effective products for consumers and the environment, utilizing consumer friendly and] environmentally responsible packaging, [removed: achieving] [added: reducing] greenhouse gas [removed: emission reductions,] [added: emission,] reducing water usage, recycling [removed: waste and] solid waste and improving our suppliers’ environmental practices.

*Social.* Our Social focus areas [removed: include] [added: are driven by] our goals of delighting consumers with our brands through our contributions towards a more sustainable world, improving our suppliers’ labor, health & [removed: safety] [added: safety, environmental] and ethical practices, and supporting our employees [added: and communities – all] to create a stronger, more resilient company while contributing to a better world.

We [removed: embrace the diversity of our employees and believe that a diverse workforce reflective of our consumer base fosters innovation and cultivates an environment filled with unique perspectives and] strive to [removed: promote] [added: cultivate] a culture and processes that support and enhance our ability to recruit, develop and retain diverse talent at every level.

As part of our enhanced diversity and inclusion initiatives and our commitment to transparency and accountability, [removed: in 2022,] we [removed: began publishing] [added: publish] workplace demographics of our employees in our Sustainability Reports.

See pages [removed: 13-14] [added: 12 to 13] in [removed: this] Item 1 of this Annual Report under “Employees and Human Capital” for a discussion of our human capital management.

*Governance.* Our governance focus includes the processes, rules, resources and systems in support of our operational, [removed: sustainability] [added: Sustainability] and ESG efforts, [removed: have been] [added: as were] described in our [removed: 2022] [added: 2023] Proxy Statement and will be described in our Proxy Statement for our upcoming Annual Meeting of Stockholders under the caption “Sustainability Strategy and ESG Pillars” and in our [removed: 2022] [added: 2023] Sustainability Report.

Our Corporate Issues Council (the “Council”), comprised of senior executives representing all [removed: of] our key functional areas, guides the integration of [removed: sustainability] [added: Sustainability] with [added: substantially] all parts of our business and drives continuous improvement in our [removed: sustainability] [added: Sustainability] approach and performance.

The Council takes the lead in defining and implementing our [removed: sustainability] [added: Sustainability] strategies across [removed: the] [added: our] six [removed: sustainability and] ESG pillars.

Our Board of Directors, acting principally through its Governance, Nominating & Corporate Responsibility Committee, oversees our [removed: sustainability] [added: Sustainability] efforts, [added: including our climate change policies and programs,] with that Committee and the Compensation & Human Capital and Audit Committees each focusing on specified areas of [removed: sustainability,] [added: Sustainability,] including compliance and ethics, human capital and DEI.

We use the standards and guidelines of the Global Reporting Initiative, Sustainability Accounting Standards Board industry specific standards and the Task Force on Climate-related Financial Disclosures to inform our [removed: sustainability and ESG] [added: Sustainability] disclosures included in this Annual Report, our Proxy Statement and our Sustainability Reports.

Moreover, the inclusion of [removed: sustainability and ESG] [added: Sustainability] disclosures in this Annual Report and in our other filings with the Commission does not necessarily imply that we consider them to be material for purposes of the federal securities laws or the Commission’s rules and regulations governing such disclosure.

All domestic brand “rankings” contained in this Annual Report are based on dollar share rankings from Information Resources, Inc. (“IRI”) Total US – Multi Outlet ("MULO") for the period ending December [removed: 25, 2022.][added: 24, 2023.]

We specialize in baking soda-based products, as well as other products which use the same raw materials or technology [removed: or] [added: and] which are sold [removed: in the same markets.][added: across multiple consumer and professional use categories.]

Our Consumer Domestic segment includes each of our [removed: 14] [added: seven] power brands, as well as other well-known brands and household and personal care products.

In [removed: 2022,] [added: 2023,] household products constituted approximately [removed: 55%] [added: 54%] of our Consumer Domestic sales and approximately 42% of our consolidated net sales.

Our other primary household products include laundry detergents marketed under the ARM & HAMMER, OXICLEAN and XTRA brands, fabric softener sheets marketed under the ARM & HAMMER brand, cat litter under our ARM & HAMMER brand, and household cleaning products under the CLEAN SHOWER®, [removed: SCRUB FREE®,] ORANGE GLO®, [removed: OXICLEAN] and [removed: KABOOM®] [added: OXICLEAN] brands.

In [removed: 2022,] [added: 2023,] personal care products constituted approximately [removed: 45%] [added: 46%] of our Consumer Domestic sales and approximately [removed: 35%] [added: 36%] of our consolidated net sales.

We have expanded our personal care business through the acquisition of antiperspirants, oral care products, [added: including mouthwash,] depilatories, reproductive health products, oral analgesics, nasal saline moisturizers, cold shortening and relief, acne treatment, and dietary supplements under a variety of other leading brand names.

Our other personal care products include antiperspirants and deodorants under the ARRID® and ARM & HAMMER® brands, battery-operated toothbrushes under the SPINBRUSH® brand, condoms under the TROJAN® brand (the number one condom brand in the U.S.), water flossers and showerheads under the WATERPIK® brand (the number one water flosser [removed: and replacement showerhead brands] [added: brand] in the U.S.), home pregnancy [removed: and ovulation] test kits under the FIRST RESPONSE® brand (the number two [removed: selling] [added: pregnancy test kit] brand in the U.S.), hair-removal products under the NAIR® brand (the number one depilatory in the U.S.), [removed: beauty devices under the FINISHING TOUCH FLAWLESS® brand (the number one women’s electric hair removal system in the U.S.),] oral analgesics and oral care products under the ORAJEL® brand (the number one oral care pain relief in the U.S.), children’s gummy dietary supplements under the L’IL CRITTERS® brand [removed: (number two in the U.S.)] and adult gummy dietary supplements under the VITAFUSION® brand [removed: (number one] [added: (the number two gummy supplement brand] in the U.S.), [added: cold shortening and relief products under the] ZICAM® brand (the number one cold shortening [removed: category] [added: brand] in the U.S. ), a growing number of hair products under the BATISTE® [added: brand] (the number one dry shampoo [added: brand] in the U.S.), VIVISCAL® (the number one leading supplement for thinning hair in the U.S), [removed: XFUSION® and] TOPPIK® hair fiber brands (the number one leading brand of hair fiber cosmetics for thinning hair in the [removed: U.S),] [added: U.S.), oral care products under the] THERABREATH® [added: brand] (the number [removed: two] [added: one] alcohol free mouthwash in the U.S.), nasal saline moisturizers and solutions under the SIMPLY SALINE® brand, and [added: the] HERO® acne treatment [removed: products.][added: products brands (the number one acne patch in the U.S.).]

Total Consumer International net sales represented approximately 17% of our consolidated net sales in [removed: 2022.][added: 2023.]

Net sales of the subsidiary businesses originating in Europe, Canada, Australia and Mexico accounted for [removed: 35%, 26%,] [added: 36%, 25%,] 8% and [removed: 7%,] [added: 9%,] respectively, of our [removed: 2022] [added: 2023] international [added: net sales in this segment.]

No other country in which we operate accounts for more than 20% of our total international net sales and no product line accounts for more than 20% of [added: our] total international net sales.

Some of our U.S. power brands such as ARM & HAMMER, BATISTE, [removed: NAIR,] OXICLEAN, [removed: TROJAN,] [added: VITAFUSION and] L’IL CRITTERS, [removed: SPINBRUSH, WATERPIK, ANUSOL,] and [removed: VITAFUSION] [added: WATERPIK] are distributed in many of our international markets.

Our SPD segment focuses on sales to businesses and participates in three product areas: Animal and Food Production, Specialty Chemicals and Specialty Cleaners, and accounted for approximately [removed: 6%] [added: 5%] of our consolidated net sales in [removed: 2022.][added: 2023.]

Over the last [removed: six] [added: several] years, we have expanded our product offerings to include unique prebiotics and probiotics.

[removed: On May 1, 2017, we acquired the Agro Biosciences, Inc. business and we now market the] CERTILLUS® [added: is a] family of probiotics products [added: used] in the poultry, dairy, beef and swine industries.

[removed: On March 8, 2018, we acquired] Passport Food Safety Solutions, [removed: Inc., which] [added: Inc.] is focused on providing pre- and post-harvest food safety solutions for beef, poultry, and swine primarily for the application to carcasses to reduce food borne pathogens.

Our competitors in the Consumer Domestic and Consumer International segments include, among others, Procter & Gamble Company (“P&G”), The Clorox Company, Colgate-Palmolive Company, S.C. Johnson & Son, Inc., Nestle Purina PetCare Company and Nestle Health Science, Haleon plc, Henkel, Reckitt Benckiser Group plc, [removed: Johnson & Johnson,] [added: Kenvue Inc.,] Pfizer Inc., Bayer AG, [removed: Alere Inc.,] NBTY, Inc., Koninklijke Philips N.V., Unilever PLC, [removed: Sanofi and] [added: Sanofi,] Pharmavite [removed: LLC.][added: LLC and Edgewell Personal Care.]

In addition, the growing number of sales channels and business models, such as niche brands, internet-only brands and retailer co-developed and owned brands, have increased competition in certain product categories, particularly within personal care, specialty hair [added: and skin] care and dietary supplements, from less well capitalized competitors.

The partnership agreement and other supply agreements between [removed: the] Tata Chemicals (Soda Ash) Partners and us are terminable upon two years notice by either of us.

We believe that ample sources of raw materials are available for all our other major [removed: products.][added: products and we have increased qualified dual sources of materials to approximately 60% of our total spend on direct materials as part of our resilient supply focus.]

The cost of raw materials, including surfactants, diesel fuel and oil-based raw and packaging materials used primarily in our consumer businesses, were [removed: higher] [added: lower] in [removed: 2022] [added: 2023] relative to [removed: 2021, increasing our core commodity costs.][added: 2022.]

Our products are sold under many other valuable trademarks held by us, including TROJAN, NAIR, ORAJEL, WATERPIK, FIRST RESPONSE, XTRA, OXICLEAN, SPINBRUSH, BATISTE, SIMPLY SALINE, [added: VITAFUSION,] L’IL CRITTERS, [removed: VITAFUSION,] ZICAM, THERABREATH and HERO.

Seven of those brands are designated as "power brands" because they compete in large categories, and we believe they have the potential for significant global expansion.

Those seven brands are ARM & HAMMER®; OXICLEAN®; VITAFUSION® and L’IL CRITTERS®; BATISTE®; WATERPIK®; THERABREATH®; and HERO® and represent approximately 70% of our net sales and profits.

Employee safety and wellness remain two of our highest priorities.

We have company-wide policies designed to ensure the safety of each team member and compliance with OSHA and local standards.

We embrace the diversity of our employees and believe that a diverse and inclusive workforce fosters innovation and promotes an environment that includes unique perspectives, talents and experiences.

We have also adopted a Political Contributions Policy, which is posted in the Investor Relations section of our website.

The FCC regulates interstate and international communications by radio, television, wire, satellite, and cable in all 50 states, the District of Columbia and U.S. territories.

An independent U.S. government agency overseen by Congress, the Commission is the federal agency responsible for implementing and enforcing America’s communications law and regulations.

The FCC administers the Communications Act of 1934, specifically in Title 47, Section 301.

This section grants the FCC the power to regulate and oversee the use of the electromagnetic spectrum, including electrical products that generate energy or radiofrequency.

Our electrical products, such as WaterPik flossers, Flawless hair removers, Spinbrush powered toothbrushes and Trojan vibrators, are also subject to the Radiation Control provisions of the federal FDCA.

This law, administered by the FDA, governs products that emit radiation, including medical devices as well as radiation-emitting electronic products.

from the market.

Employee safety and wellness--in both plants and offices--remain two of our highest priorities.

In 2020, we established a Diversity, Equity & Inclusion Council ("DE&I Council") that provides strategic direction, guidance and advocacy for our DEI initiatives.

In 2023 we launched several Employee Resource Groups ("ERGs").

These Company-supported, employee-run groups contribute to our goal of building and maintaining a diverse and inclusive workplace at Church & Dwight.

We started the program with ERGs for military veterans (V.A.L.O.R.), Black employees (B.O.L.D.) and women (W.A.V.E.).

ERGs are intended to create safe, inclusive environments where all global employees feel connected, valued, and inspired to build customer value and contribute to our Company’s success.

We reevaluate the composition of our “power brands” from time to time, and in 2022 removed FINISHING TOUCH FLAWLESS® products from our list of power brands and added HERO® acne treatment products.

Employee safety is a top priority.

We develop and administer company-wide policies designed to ensure the safety of each team member and compliance with OSHA standards and, during the height of the pandemic, we implemented COVID-19 protocols across all locations to ensure both the safety of our employees and compliance with federal and local requirement and guidelines, and have continued these practices as the pandemic has moved into new stages where appropriate or required.

*Recent Acquisitions*

On October 13, 2022, we 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”).

We paid $546.8 million, net of cash acquired, at closing, and deferred an additional cash payment of $8.0 million for five years to satisfy certain indemnification obligations, if necessary.

We also issued $61.5 million of restricted stock which will be recognized as compensation expense as the restricted stock held for individuals who will continue to be employed by the Company vest.

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 million.

The Hero Acquisition was financed with cash on hand and commercial paper borrowings and is managed in the Consumer Domestic segment.

net sales in this segment.

Today our portfolio of dairy nutritional supplements includes brands such as MEGALAC® rumen bypass fat– a supplement made from natural oils – which enables cows to maintain energy levels during the period of high milk production, resulting in improved milk yields.

Detergent chemicals are used in a variety of our products and are available from a number of sources.

Bottles, paper products and clay are available from multiple suppliers, although we choose to source most of these materials from single sources under long-term supply agreements in order to gain favorable economies of scale.

We also use certifiable sustainable palm oil derivatives in a number of products, including primarily in our rumen bypass fats products.

If we fail to comply with applicable

The FDA performs

the FDA’s approach to enforcement.

Employee safety remains our top priority.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, [removed: 2022] [added: 2023] (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $21.8] [added: $24.0] billion.

The aggregate market value is based on the closing price of such stock on the New York Stock Exchange on June 30, [removed: 2022.][added: 2023.]

As of February [removed: 13, 2023,] [added: 12, 2024,] there were [removed: 244,040,705] [added: 243,776,939] shares of Common Stock outstanding.

Certain provisions of the registrant’s definitive proxy statement to be filed not later than April 30, [removed: 2022] [added: 2023] are incorporated by reference in Items 10 through 14 of Part III of this Annual Report on Form 10‑K (this “Annual Report”).

This Annual Report contains forward-looking statements, including, among others, statements relating to net sales and earnings growth; [removed: the impact of the COVID-19 pandemic and the Company’s response;] gross margin changes; trade and marketing 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 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.

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; [removed: other impacts of] the [removed: COVID-19 pandemic and its] impact [removed: 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 [removed: 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 [removed: war,] [added: war or increased conflict in the Middle East,] 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 [removed: war;] [added: war or conflict in the Middle East;] 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 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; [removed: 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; 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.

| 1A. | [Risk Factors](#item_1_a_risk_factors) | | [removed: 16] [added: 15] |

| 1B. | [Unresolved Staff Comments](#item_1b_unresolved) | | [removed: 31] [added: 30] |

| 7A. | [Quantitative and Qualitative Disclosures about Market Risk](#item_7_a_quantitative_) | | [removed: 49] [added: 48] |

| 8. | [Financial Statements and Supplementary Data](#item_8_financial_statemen) | | [removed: 50] [added: 49] |

| 9. | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in) | | [removed: 85] [added: 84] |

| 9A. | [Controls and Procedures](#item_9_acontrols_and_procedures) | | [removed: 85] [added: 84] |

| 9B. | [Other Information](#item_9b_other_information) | | [removed: 85] [added: 84] |

| 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign) | | [removed: 85] [added: 84] |

| 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive) | | [removed: 86] [added: 85] |

| 11. | [Executive Compensation](#item_11_executive_compensation) | | [removed: 86] [added: 85] |

| 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership) | | [removed: 86] [added: 85] |

| 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships) | | [removed: 86] [added: 85] |

| 14. | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees) | | [removed: 86] [added: 85] |

| 15. | [Exhibits, Financial Statement Schedule](#item_15_exhibits_financial_statement) | | [removed: 87] [added: 86] |

| 1C. | [Cybersecurity](#item_1c_cybersecurity) | | 30 |

| 16. | [Form 10-K Summary](#item_16_10k_summary) | | 90 |

| | | | |

Cybersecurity Risk Management and Strategy

We collect, use and store personal information of our employees, consumers and other third parties in the ordinary course of business.

In addition, we sell certain products directly to consumers online and through websites, mobile apps and connected devices, and we offer promotions, rebates, loyalty and other programs through which our data systems may receive personal information.

We recognize the importance of data privacy and security and are committed to safeguarding and protecting our information and any other information entrusted to us.

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information which is integrated with our overall risk management program.

Our cybersecurity risk management program includes a cybersecurity incident response plan to respond to security breaches and cyberattacks.

Our cybersecurity incident response plan is part of our overall Information Security Program, which is led by the Company’s Vice President, Global Chief Information Security Officer ("CISO") and overseen by the Company’s Senior Vice President, Global Chief Information Officer, and is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company, and the Company’s ability to operate.

Our cybersecurity incident response plan includes controls and procedures for timely and accurate reporting of any material cybersecurity incident.

We design and assess our program based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF).

Our cybersecurity risk management program includes:

risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our global enterprise IT environment;

a security team responsible for managing our (1) cybersecurity risk assessment processes, (2) security controls, and (3) response to security breaches and cyberattacks;

the use of external service providers, where appropriate, to assess, perform tabletop exercises or otherwise assist with aspects of our security controls and designed to anticipate cyberattacks and respond to breaches, including an annual maturity assessment of our program by an external third-party;

cybersecurity awareness training of our employees and contractors, incident response personnel, and senior management to help them better understand the issues and risks relative to cybersecurity, as well as data privacy (for our employees);

Periodically throughout the year, our IT department performs phishing and other exercises to both test our systems and reinforce training of our personnel;

a cybersecurity incident response plan managed by our CISO that includes procedures for responding to cybersecurity incidents and is designed to protect and preserve the confidentiality, integrity and continued availability of all information possessed by the Company; and

a third-party risk management process for service providers, suppliers, and vendors.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or cash flows.

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.

The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including reviewing risk assessments from management with respect to our information technology systems and procedures, and overseeing our cybersecurity risk management processes.

The Audit Committee, which is tasked with oversight of certain risk issues, including cybersecurity, receives reports from the Senior Vice President, Global Chief Information Officer and the Vice President, Chief Information Security Officer each quarter.

At least annually, the Board of Directors and the Audit Committee also receive updates about the results of exercises and response readiness assessments led by

outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness.

The Audit Committee regularly briefs the full Board of Directors on these matters, and the full Board also receives periodic briefings regarding our Information Security Program and cyber threats, including threats faced by our peers, in order to enhance our directors’ literacy on cyber issues.

In addition, management will update the Audit Committee, as necessary, regarding cybersecurity incidents, that we may experience.

Our management team, including our Chief Information Officer, is responsible for assessing and managing our material risks from cybersecurity threats.

The team has primary responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Our management team’s cybersecurity risk management is led by our CISO, who has significant experience across digital innovation and technology-enabled growth, information security, infrastructure, operations and compliance.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

We own or lease manufacturing facilities, warehouses and other offices in [removed: 15] [added: 16] different U.S. states and 11 different countries outside of the U.S. Many of our domestic and international sites manufacture and distribute products for multiple segments of our business.

Approximate number of record holders of our Common Stock as of December 31, [removed: 2022: 1,700.][added: 2023: 1,600.]

The returns are indexed to a value of $100 at December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

| Company / Index | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | [added: | 2023 | |]

On October 28, 2021, the Board authorized a new share repurchase [removed: program] [added: program,] under which the Company may [removed: purchase] [added: 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 [removed: Company’s] 2017 Share Repurchase Program.

The 2021 Share Repurchase Program [removed: does] [added: 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 [removed: our] [added: the Company’s] stock repurchases, there remains [removed: $729.7 million] [added: $658.9] of share repurchase availability under the 2021 Share Repurchase Program as of December 31, [removed: 2022.][added: 2023.]

| ■ Church & Dwight Co., Inc. | | | 100.00 | | | 108.36 | | | 135.96 | | | 161.63 | | | 128.63 | | | 152.70 | |

| ■ S&P 500 Index | | | 100.00 | | | 131.48 | | | 155.66 | | | 200.30 | | | 163.99 | | | 207.05 | |

| ■ S&P 500 Household Products Index | | | 100.00 | | | 131.49 | | | 152.22 | | | 175.42 | | | 165.04 | | | 165.25 | |

All remaining dollars authorized for repurchase under the 2017 Share Repurchase Plan have been cancelled.

In November 2023, the Company executed an agreement to purchase 3.3 million shares for $300.1, inclusive of fees, of which $229.3 was purchased under the evergreen share repurchase program and $70.8 was purchased under the 2021 Share Repurchase Program.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | Total Number of Shares Purchased(1) | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under All Programs | | |

| 10/1/2023 to 10/31/2023 | | | 346 | | | $ | 90.11 | | | | 346 | | | $ | 729,727,297 | |

| 11/1/2023 to 11/30/2023 | | | 3,144,242 | | | | 91.62 | | | | 3,144,242 | | | $ | 658,905,959 | |

| 12/1/2023 to 12/31/2023 | | | 126,245 | | | | 94.92 | | | | 126,245 | | | $ | 658,905,959 | |

| Total | | | 3,270,833 | | | $ | 91.75 | | | | 3,270,833 | | | | | |

(1)

Includes shares of Common Stock withheld by us to satisfy tax withholding obligations in connection with the vesting of restricted stock.

| ■ Church & Dwight Co., Inc. | | | 100.00 | | | 133.23 | | | 144.37 | | | 181.15 | | | 215.35 | | | 171.37 | |

| ■ S&P 500 Index | | | 100.00 | | | 95.61 | | | 125.71 | | | 148.82 | | | 191.51 | | | 156.79 | |

| ■ S&P 500 Household Products Index | | | 100.00 | | | 100.01 | | | 131.50 | | | 152.24 | | | 175.44 | | | 165.05 | |

Management evaluated the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

As a result of this assessment and based on the criteria in the COSO framework, management has concluded that as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting was effective.

Their opinions on the effectiveness of the Company’s internal control over financial reporting and on the Company’s consolidated financial statements and financial statement schedule appear on pages [removed: 51] [added: 50] and [removed: 53] [added: 52] of this Annual Report on Form 10-K.

We have audited the accompanying consolidated balance sheets of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 16, 2023,] [added: 15, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Tradenames] [added: Trade Names] and Other Intangibles, Net – [removed: Trojan and] Waterpik [added: and Vitamins] – Refer to Notes 1 and 7 to the Consolidated Financial Statements

The Company owns [removed: tradenames] [added: trade names] that are considered to have indefinite lives.

These [removed: tradenames] [added: trade names] are required to be measured periodically for impairment.

As a result, the [removed: Trojan] [added: Waterpik] business has experienced declining sales and profits resulting in a reduction in expected future cash flows, eroding a [added: substantial] portion of the excess between the fair and carrying value of the [removed: tradename.][added: trade name.]

The Company’s global Waterpik business has [removed: recently experienced] [added: continued to experience] a decline in customer demand for many of its products, primarily due to value-branded competitive products and lower consumer spending on discretionary products resulting [added: in part] from inflation.

As a result, the [removed: Waterpik] [added: WATERPIK] business has experienced declining sales and profits resulting in a reduction in expected future cash [removed: flows, eroding] [added: flows which have eroded] a substantial [added: portion of the excess between the fair and carrying value of the trade name.]

[removed: portion of the excess] between the fair and carrying value of the [removed: tradename.][added: trade name.]

The carrying value of the [removed: Waterpik tradename] [added: WATERPIK trade name] is $644.7 million and [added: the] fair value [removed: exceeded] [added: represented 109% of] the carrying value [removed: by 7%] as of [removed: December 31, 2022.][added: October 1, 2023.]

Management estimates the fair value of these [removed: tradenames] [added: trade names] on a periodic [removed: basis, estimated] [added: basis] based on [removed: a “relief from royalty” (Trojan) or] [added: an] “excess earnings” [removed: (Waterpik)] discounted cash flow method.

The determination of [removed: the] fair value requires management to make significant estimates and assumptions related to future performance, such as revenue growth [removed: rates (Trojan and Waterpik) and EBITA margin (Waterpik only),] [added: rates,] as well as the selection of appropriate valuation [removed: assumptions] [added: assumptions,] such as [removed: the] discount [removed: rates (Trojan and Waterpik) and royalty rate (Trojan only).][added: rates.]

Changes in these assumptions could have a significant impact on the fair value of the [removed: tradenames,] [added: trade names,] leading to an impairment.

Given the significant judgments made by management to estimate the [removed: tradenames’] [added: trade names’] fair value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the revenue growth [removed: rates, EBITA margin,] [added: rates] and the selection of the discount rates [removed: and royalty rate,] involved a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the [added: determination of] revenue growth [removed: rate, EBITA margin,] [added: rates] and the selection of [removed: the] discount rates [removed: and royalty rate] for the [removed: tradenames] [added: trade names] included the following, among others:

We tested the effectiveness of controls over the account balance, including those over the revenue growth [removed: rates, EBITA margin,] [added: rates] and the selection of the discount [removed: rates and royalty rate.][added: rates.]

We evaluated management’s ability to accurately forecast revenue growth [removed: and EBITA margin] by comparing actual performance to management’s historical forecasts.

We evaluated the reasonableness of management’s forecasted revenue growth [removed: and EBITA margin] by comparing the forecasts to:

With the assistance of our fair value specialists, we evaluated the reasonableness of the discount [removed: rate and royalty rate] [added: rates] by:

Testing the source information underlying the determination of the discount rates and [removed: royalty rate and] the mathematical accuracy of the calculation.

Developing a range of independent estimates and comparing those to the discount rates [removed: and royalty rate] selected by management.

We have audited the internal control over financial reporting of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 16, 2023,] [added: 15, 2024,] expressed an unqualified opinion on those consolidated financial statements.

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

| Net Sales | | $ | [removed: 5,375.6] [added: 5,867.9] | | | $ | [removed: 5,190.1] [added: 5,375.6] | | | $ | [removed: 4,895.8] [added: 5,190.1] | |

| Cost of sales | | | [removed: 3,125.6] [added: 3,279.4] | | | | [removed: 2,926.6] [added: 3,125.6] | | | | [removed: 2,681.6] [added: 2,926.6] | |

| Gross Profit | | | [removed: 2,250.0] [added: 2,588.5] | | | | [removed: 2,263.5] [added: 2,250.0] | | | | [removed: 2,214.2] [added: 2,263.5] | |

| Marketing expenses | | | [removed: 535.2] [added: 641.3] | | | | [removed: 577.7] [added: 535.2] | | | | [removed: 591.2] [added: 577.7] | |

| Selling, general and administrative expenses | | | [removed: 1,117.0] [added: 889.8] | | | | [removed: 606.7] [added: 1,117.0] | | | | [removed: 593.3] [added: 606.7] | |

| Income from Operations | | | [removed: 597.8] [added: 1,057.4] | | | | [removed: 1,079.1] [added: 597.8] | | | | [removed: 1,029.7] [added: 1,079.1] | |

| Equity in earnings of affiliates | | | [removed: 12.3] [added: 8.7] | | | | [removed: 9.4] [added: 12.3] | | | | [removed: 6.7] [added: 9.4] | |

| Other income (expense), net | | | [removed: (1.0] [added: 12.2] | [removed: )] | | | [removed: (2.3] [added: 2.8] | [removed: )] | | | [removed: (2.1] [added: (2.3] | ) |

| Interest expense | | | [removed: (89.6] [added: (110.9] | ) | | | [removed: (54.5] [added: (89.6] | ) | | | [removed: (61.0] [added: (54.5] | ) |

| Income before Income Taxes | | | [removed: 523.3] [added: 967.4] | | | | [removed: 1,031.7] [added: 523.3] | | | | [removed: 973.8] [added: 1,031.7] | |

| Income taxes | | | [removed: 109.4] [added: 211.8] | | | | [removed: 204.2] [added: 109.4] | | | | [removed: 187.9] [added: 204.2] | |

| February 15, 2024 | | |

The vitamin category continues to experience a softening of growth from higher levels during the COVID-19 pandemic and competition from new category entrants.

In addition, residual impacts from previous vitamin-specific supply chain challenges have resulted in reduced shelf space for VITAFUSION and LIL' CRITTERS at certain retailers and consumers switching to competitor’s brands.

These factors, along with higher interest rates, have resulted in a reduction in the expected future cash flows which have eroded a substantial portion of the excess

The carrying value of the VITAFUSION and LIL' CRITTERS trade name is $281.3 million and the fair value represented 154% of the carrying value as of October 1, 2023.

February 15, 2024

February 15, 2024

| | | 2023 | | | | 2022 | | |

| Accounts payable | | | 630.6 | | | | 666.7 | |

| Accrued expenses and other liabilities | | | 580.4 | | | | 436.1 | |

| Stock purchases | | 0.0 | | | | (3.3 | ) | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | (300.1 | ) | | | (300.1 | ) | |

| December 31, 2023 | | 293.7 | | | | (50.6 | ) | | $ | 293.7 | | | $ | 454.8 | | | $ | 6,012.3 | | | $ | (27.2 | ) | | $ | (2,878.2 | ) | | $ | 3,855.4 | | |

For employees and Directors that meet retirement eligibility requirements, the expense related to stock-based compensation is recognized on the date of grant as there is no service period required to vest in the awards.

confirmed amount outstanding at the end of the period, and associated rollforward information.

The Company has adopted the standard which resulted in additional disclosures.

Refer to Note 9.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss.

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adoption on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure which includes amendments that further expand income tax disclosures, by requiring the disaggregation of information in the rate reconciliation table, and income taxes paid by jurisdiction.

The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied either prospectively or retrospectively.

Australian Dollar.

| | 2023 | | | | 2022 | | |

| | 2023 | | | | 2022 | | |

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.

In 2022, the Company made net cash payments of $3.8 primarily associated with final working capital adjustments.

| Total | $ | 2,238.7 | | | $ | (892.9 | ) | | $ | (5.4 | ) | | $ | 1,340.4 | | | | | $ | 2,760.9 | | | $ | (879.7 | ) | | $ | (411.0 | ) | | $ | 1,470.2 | |

(1) The gross carrying value of the Flawless intangible assets was reduced by impairment charges and accumulated amortization as of December 31, 2022.

In the fourth quarter of 2023, management re-evaluated the outlook for this business and recorded an additional impairment charge of $3.5.

The assets have a current net book value of

| | 2023 | | | | 2022 | | |

Recently, the Company’s global TROJAN® business has benefited from the successful introduction of new products, such as TROJAN BARESKIN RAW®, which has contributed to expanded distribution resulting in sales growth in 2023 and an improvement in the expected sales growth outlook for this business.

While the Company cannot predict future changes in economic or competitive factors that may adversely impact the underlying cash flows used to estimate fair value of the trade name, it believes that the improved growth and profitability outlook for this business has reduced the near-term risk of impairment of the TROJAN trade name.

Waterpik's profitability has also been impacted by tariffs imposed on its products imported into the United States that were manufactured in China.

The key assumptions used in the projections from the Company’s October 1, 2023 impairment analysis include a discount rate of 8.8%, revenue growth rates between 0% and 4.5% and EBITA margins between 19% and 26%.

The vitamin category continues to experience a softening of growth from record high levels during the COVID-19 pandemic and significant product competition coming from new category entrants.

The category has grown from about 6 competitors a decade ago to more than 60 of significance in recent years.

In addition, residual impacts from previous vitamin-specific supply chain challenges have resulted in reduced shelf space for VITAFUSION and LIL' CRITTERS at certain retailers and consumers switching to competitor’s brands.

| February 16, 2023 | | |

The Company’s global Trojan business, specifically the condom category, has not grown and competition has increased.

In addition, higher input costs, discount rates, and supply shortages for packaging materials have reduced profitability.

The carrying value of the Trojan tradename is $176.4 million and fair value exceeded the carrying value by 46% as of December 31, 2022.

February 16, 2023

February 16, 2023

| Investment earnings | | | 3.8 | | | | 0.0 | | | | 0.5 | |

| Gain on sale of assets | | | 0.0 | | | | 0.0 | | | | (3.0 | ) |

| Proceeds from sale of assets | | | 0.0 | | | | 0.0 | | | | 7.0 | |

| December 31, 2019 | | 292.8 | | | | (47.4 | ) | | $ | 292.8 | | | $ | 295.5 | | | $ | 4,237.4 | | | $ | (66.7 | ) | | $ | (2,091.2 | ) | | $ | 2,667.8 | | |

| Stock purchases | | 0.0 | | | | (3.1 | ) | | | 0.0 | | | | (30.0 | ) | | | 0.0 | | | | 0.0 | | | | (270.0 | ) | | | (300.0 | ) | |

Once a product

It is possible that the Company’s conclusions regarding impairment or recoverability of goodwill or other intangible assets could change in future periods if, for example, (i) the businesses or brands do not perform as projected, (ii) overall economic conditions in future years vary from current assumptions (including changes in discount rates), (iii) business conditions or strategies change from current assumptions, (iv) investors require higher rates of return on equity investments in the marketplace or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.

In March 2020, the FASB issued new accounting guidance intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.

This guidance was effective beginning on March 12, 2020, and the Company may apply the amendments prospectively.

In December 2022, the FASB issued new accounting guidance that deferred the expiration date to December 31, 2024.

| 2.45% Senior notes due August 1, 2022 | Level 2 | | | 0.0 | | | | 0.0 | | | | 300.0 | | | | 302.9 | |

| 2.875% Senior notes due October 1, 2022 | Level 2 | | | 0.0 | | | | 0.0 | | | | 399.9 | | | | 406.4 | |

| Interest Rate Swap Lock Agreement liability | Level 2 | | | 0.0 | | | | 0.0 | | | | 41.6 | | | | 41.6 | |

From time to time the Company will enter into interest rate lock agreements to hedge the risk of changes in the interest payments attributable to changes in the interest rates associated with anticipated issuances of debt.

See Note 3 - Derivative Instruments and Risk Management for further details.

There were no interest rate lock agreements outstanding as of December 31, 2022.

| Interest rate swap lock | | $ | 0.0 | | $ | 300.0 | |

| | | | |

| --- | --- | --- | --- |

The goodwill is a result of expected synergies from combined operations of the acquired business and the Company.

| Business acquisition liabilities - long-term | | (14.0 | ) |

The trade names and other intangible assets were valued using a discounted cash flow model.

Pro forma results are not

presented because the impact of the acquisition is not material to the Company’s consolidated financial results.

On December 1, 2020, the Company acquired all of the outstanding equity of Consumer Health Holdco LLC, the owner of the ZICAM® brand and cold remedy products business (the “Zicam Acquisition”).

The deferred amount is recorded in Business Acquisition Liabilities on the consolidated balance sheet and any amount that may be due for the business acquisition liability is payable five years from the closing.

Zicam’s annual net sales for the year ended December 31, 2020 were approximately $107.0.

The ZICAM business is managed in the Consumer Domestic segment.

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

| Inventory and other working capital | $ | 40.2 | |

| Trade name | | 367.8 | |

| Other intangible assets | | 93.8 | |

| Goodwill | | 152.2 | |

| Current liabilities | | (13.1 | ) |

(c) During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Not applicable.

Information required by this item is incorporated by reference to the information under the captions “Compensation Discussion and Analysis,” [removed: “2022] [added: “2023] Summary Compensation Table,” [removed: “2022] [added: “2023] Grants of Plan Based Awards,” [removed: “2022] [added: “2023] Outstanding Equity Awards at Fiscal Year-End,” [removed: “2022] [added: “2023] Option Exercises and Stock Vested,” [removed: “2022] [added: “2023] Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control” and “Compensation & Human Capital Committee Report” in the Company’s definitive proxy statement, which will be filed with the Commission not later than 120 days after the close of the fiscal year covered by this Annual Report.

Information required by this item is incorporated by reference to the information under the captions “Equity Compensation Plan Information as of December 31, [removed: 2022”] [added: 2023”] and “Securities Ownership of Certain Beneficial Owners and Management” in the Company’s definitive proxy statement, which will be filed with the Commission not later than 120 days after the close of the fiscal year covered by this Annual Report.

| [Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2022](#statements_of_income)] [added: 2023](#statements_of_income)] | [removed: 54] [added: 53] |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#balance_sheets)] [added: 2022](#balance_sheets)] | [removed: 55] [added: 54] |

| [Consolidated Statements of Cash Flow for each of the three years in the period ended December 31, [removed: 2022](#statements_of_cash_flow)] [added: 2023](#statements_of_cash_flow)] | [removed: 56] [added: 55] |

| [Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, [removed: 2022](#stockholders_equity)] [added: 2023](#stockholders_equity)] | [removed: 58] [added: 57] |

| [Notes to Consolidated Financial Statements](#notes) | [removed: 59] [added: 58] |

| [Schedule II ‑ Valuation and Qualifying Accounts for each of the three years in the period ended December 31, [removed: 2022](#schedule_ii_valuation_qualifying_account)] [added: 2023](#schedule_ii_valuation_qualifying_account)] | [removed: 92] [added: 93] |

| | | (3.3) | [By-laws of the Company, amended and restated as of [removed: December 23, 2022,] [added: April 27, 2023,] incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on [removed: December 23, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522311830/d405936dex31.htm)] [added: April 28, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/d461399dex31.htm)] |

| [removed: ] | | (10.2) | [Term Credit Agreement dated December 22, 2021, by and among Church & Dwight Co., Inc. the lenders party thereto, and Bank of America, N.A., as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_2.htm)] [added: agent, incorporated by reference to Exhibit 10.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_2.htm)] |

| |  | [removed: (10.10)] [added: (10.12)] | [Church & Dwight Co., Inc. Executive Deferred Compensation Plan II, amended and restated as of January 1, 2012, incorporated by reference to Exhibit 10.5 to the Company’s annual report on Form 10-K for the year ended December 31, 2011.](https://www.sec.gov/Archives/edgar/data/313927/000119312512077495/d259084dex105.htm) |

| |  | [removed: (10.11)] [added: (10.13)] | [Deferred Compensation Plan for Directors effective as of May 1, 2008, incorporated by reference to Exhibit 10.5 to the Company’s quarterly report on Form 10-Q for the quarter ended March 28, 2008.](https://www.sec.gov/Archives/edgar/data/313927/000031392708000221/exh105-dcomp.htm) |

| | * | [removed: (10.12)] [added: (10.14)] | [Amended and Restated Compensation Plan for Directors, effective January 1, 2015, incorporated by reference to Exhibit 10.7 to the Company’s annual report on Form 10-K for the year ended December 31, 2015.](https://www.sec.gov/Archives/edgar/data/313927/000156459016012917/chd-ex107_632.htm) |

| |  | [removed: (10.13)] [added: (10.15)] | [Amended and Restated Compensation Plan for Directors, dated November 1, 2017, incorporated by reference to Exhibit 10.9.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2017.](https://www.sec.gov/Archives/edgar/data/313927/000156459018002984/chd-ex1092_100.htm) |

| [removed: ] |  | [removed: (10.14)] [added: (10.16)] | [Amended and Restated Compensation Plan for Directors, dated February 1, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_14.htm)] [added: 2023, incorporated by reference to Exhibit 10.14 to the Company’s annual report on Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_14.htm)] |

| |  | [removed: (10.15)] [added: (10.18)] | [The Church & Dwight Co., Inc. Stock Award Plan as amended, incorporated by reference to Exhibit 10 to the Company’s quarterly report on Form 10-Q for the quarter ended June 29, 2007.](https://www.sec.gov/Archives/edgar/data/313927/000119312507173469/dex10.htm) |

| | * | [removed: (10.16)] [added: (10.19)] | [The Stock Option Plan for Directors, effective as of January 1, 1991, incorporated by reference to Exhibit 10(j) to the Company’s annual report on Form 10-K for the year ended December 31, 2005.](https://www.sec.gov/Archives/edgar/data/313927/000119312506052189/dex10j.htm) |

| |  | [removed: (10.17)] [added: (10.20)] | [C](https://www.sec.gov/Archives/edgar/data/313927/000119312513118464/d467399ddef14a.htm)[hurch & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Exhibit A to the Company’s proxy statement for its 2013 Annual Meeting of Stockholders, filed on March 21, 2013.](https://www.sec.gov/Archives/edgar/data/313927/000119312513118464/d467399ddef14a.htm) |

| | * | [removed: (10.18)] [added: (10.21)] | [First Amendment to Church & Dwight Co., Inc. Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended [removed: October 31,] [added: September 30,] 2019.](https://www.sec.gov/Archives/edgar/data/313927/000156459019039032/chd-ex101_138.htm) |

| |  | [removed: (10.19)] [added: (10.22)] | [Form of Award Agreement for CEO and EVPs Under the Church & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended [removed: October 31,] [added: September 30,] 2019.](https://www.sec.gov/Archives/edgar/data/313927/000156459019039032/chd-ex102_139.htm) |

| | * | [removed: (10.20)] [added: (10.23)] | [Form of Award Agreement for CEO and EVPs Under the Church & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan incorporated by reference to Exhibit 10.13.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/313927/000156459022005528/chd-ex10131_60.htm) |

| | * | [removed: (10.21)] [added: (10.24)] | [Form of Award Agreement for Employees Under the Church & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Exhibit 10.12.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/313927/000156459019003587/chd-ex10122_327.htm) |

| |  | [removed: (10.22)] [added: (10.25)] | [Form of Award Agreement for Employees Under the Church & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan incorporated by reference to Exhibit 10.14.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/313927/000156459022005528/chd-ex10141_61.htm) |

| |  | [removed: (10.23)] [added: (10.26)] | [Form of Award Agreement for Directors Under the Church & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Exhibit 10.12.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/313927/000156459019003587/chd-ex10121_326.htm) |

| | * | [removed: (10.24)] [added: (10.27)] | [Church & Dwight Co., Inc. Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Appendix A to the Company’s proxy statement for its 2022 Annual Meeting of Stockholders, filed on March 18, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522079492/d240098ddef14a.htm#toc240098_74) |

| |  | [removed: (10.25)] [added: (10.28)] | [Form of Non-Qualified Stock Option Grant Agreement, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on June 3, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522167410/d316879dex101.htm) |

| |  | [removed: (10.26)] [added: (10.29)] | [Form of Restricted Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on February 6, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000119312523025679/d449248dex101.htm) |

| |  | [removed: (10.27)] [added: (10.30)] | [Form of Performance Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on February 6, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000119312523025679/d449248dex102.htm) |

| [removed: ] |  | [removed: (10.28)] [added: (10.31)] | [Form of Non-Qualified Stock Option Grant Agreement, for [removed: Directors.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_28.htm)] [added: Directors, incorporated by reference to Exhibit 10.28 to the Company’s annual report on Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_28.htm)] |

| [removed: ] |  | [removed: (10.29)] [added: (10.32)] | [Form of Restricted Stock Unit Grant Agreement, for [removed: Directors.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_29.htm)] [added: Directors, incorporated by reference to Exhibit 10.29 to the Company’s annual report on Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_29.htm)] |

| |  | [removed: (10.30)] [added: (10.33)] | [Church & Dwight Co., Inc. Third Amended and Restated Annual Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on December 6, 2018.](https://www.sec.gov/Archives/edgar/data/313927/000119312518343861/d668560dex101.htm) |

| |  | [removed: (10.31)] [added: (10.36)] | [Employment Agreement, dated October 31, 2011, by and between the Company and Patrick de Maynadier, incorporated by reference to Exhibit 10.18 to the Company’s annual report on Form 10-K for the year ended December 31, 2011.](https://www.sec.gov/Archives/edgar/data/313927/000119312512077495/d259084dex1018.htm) |

| |  | [removed: (10.32)] [added: (10.37)] | [Employment Agreement, dated August 23, 2006, by and between the Company and Matthew T. Farrell, incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended September 29, 2006.](https://www.sec.gov/Archives/edgar/data/313927/000119312506226557/dex101.htm) |

| |  | [removed: (10.33)] [added: (10.38)] | [Amended and Restated Change in Control and Severance Agreement, entered into by and between the Company and Matthew T. Farrell, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on February 2, 2016.](https://www.sec.gov/Archives/edgar/data/313927/000119312516447610/d129935dex101.htm) |

| |  | [removed: (10.34)] [added: (10.39)] | [Form of Amended and Restated Change in Control and Severance Agreement entered into by and between the Company and each of the senior executive officers (other than Matthew T. Farrell), incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on February 2, 2016.](https://www.sec.gov/Archives/edgar/data/313927/000119312516447610/d129935dex102.htm) |

| |  | [removed: (10.35)] [added: (10.40)] | [Employment Agreement, dated September 4, 2021, by and between the Company and Barry Bruno incorporated by reference to Exhibit 10.21 to the Company’s annual report on Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/313927/000156459022005528/chd-ex1021_224.htm) |

| | | [removed: (10.36)] [added: (10.41)] | [Lease Agreement (Build to Suit), dated July 20, 2011, between Church & Dwight Co., Inc. and CD 95 L.L.C., incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2011.](https://www.sec.gov/Archives/edgar/data/313927/000119312511296806/d232177dex101.htm) |

|  | | (21) | [List of the Company’s [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex21.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex21.htm)] |

|  | | (23) | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex23.htm)] |

|  | | (31.1) | [Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex31_1.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex31_1.htm)] |

|  | | (31.2) | [Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex31_2.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex31_2.htm)] |

|  | | (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 [removed: 1350.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex32_1.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex32_1.htm)] |

| | * | (10.10) | [Amendment to the Church & Dwight Co., Inc. Executive Deferred Compensation Plan II, dated July 25, 2023, incorporated by reference to Exhibit 10.3 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017023058681/chd-ex10_3.htm) |

|  | * | (10.11) | [Amendment to the Church & Dwight Co., Inc. Executive Deferred Compensation Plan II, dated January 10, 2024](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex10_11.htm) |

| | * | (10.17) | [Amended and Restated Compensation Plan for Directors, dated November 1, 2023, incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017023058681/chd-ex10_1.htm) |

| | * | (10.34) | [Church & Dwight Co., Inc. Fourth Amended and Restated Annual Incentive Plan, dated October 31, 2023, incorporated by reference to Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended October 31, 2023](https://www.sec.gov/Archives/edgar/data/313927/000095017023058681/chd-ex10_2.htm). |

| | * | (10.35) | [Church & Dwight Co., Inc Employee Stock Purchase Plan, as approved by the Company’s stockholders on April 27, 2023, incorporated by reference to Appendix A to the Company's proxy statement for its 2023 Annual Meeting of Stockholders filed on March 17, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000119312523073946/d462087ddef14a.htm) |

|  | | (97.1) | [Policy Relating to Recovery of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex97_1.htm) |

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 16, 2023.][added: 15, 2024.]

| */s/ Matthew T. Farrell* | | Chairman, President and Chief Executive Officer, Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Bradlen S. Cashaw* | | Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Bradley C. Irwin* | | Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Penry W. Price* | | Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Susan G. Saideman* | | Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Ravichandra K. Saligram* | | Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Robert K. Shearer* | | Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Janet S. Vergis* | | Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Arthur B. Winkleblack* | | Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Laurie J. Yoler* | | Director | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Richard A. Dierker* | | Executive Vice President | | February [removed: 16, 2023] [added: 15, 2024] |

| */s/ Joseph J. Longo* | | Vice President and Controller | | February [removed: 16, 2023] [added: 15, 2024] |

For each of the three years in the period ended December 31, [removed: 2022][added: 2023]

| | [removed: 2022] [added: 2022] | | | [removed: $] | [removed: 5.5] [added: 5.5] | | | [removed: $] | [removed: 0.4] [added: 0.4] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (2.4] [added: (2.4] | [removed: )] [added: )] | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: 3.5] [added: 3.5] | |

| | [removed: 2022] [added: 2022] | | | [removed: $] | [removed: 5.9] [added: 5.9] | | | [removed: $] | [removed: 106.0] [added: 106.0] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (105.2] [added: (105.2] | [removed: )] [added: )] | | [removed: $] | [removed: (0.1] [added: (0.1] | [removed: )] [added: )] | | [removed: $] | [removed: 6.6] [added: 6.6] | |

| | [removed: 2022] [added: 2022] | | | [removed: $] | [removed: 32.4] [added: 32.4] | | | [removed: $] | [removed: 128.5] [added: 128.5] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (126.0] [added: (126.0] | [removed: )] [added: )] | | [removed: $] | [removed: (0.1] [added: (0.1] | [removed: )] [added: )] | | [removed: $] | [removed: 34.8] [added: 34.8] | |

| | 2023 | | | $ | 3.5 | | | $ | 4.0 | | | $ | 0.0 | | | $ | (0.2 | ) | | $ | 0.0 | | | $ | 7.3 | |

| | 2023 | | | $ | 6.6 | | | $ | 115.1 | | | $ | 0.0 | | | $ | (112.7 | ) | | $ | (0.1 | ) | | $ | 8.9 | |

| | 2023 | | | $ | 34.8 | | | $ | 128.9 | | | $ | 0.0 | | | $ | (128.7 | ) | | $ | 0.0 | | | $ | 35.0 | |

| Inventory Reserves | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | 2023 | | | $ | 46.0 | | | $ | 40.5 | | | $ | 0.0 | | | $ | (34.5 | ) | | $ | 0.5 | | | $ | 52.5 | |

| | 2022 | | | | 36.2 | | | | 48.1 | | | | 0.0 | | | | (37.7 | ) | | | (0.6 | ) | | | 46.0 | |

| | 2021 | | | | 17.8 | | | | 40.5 | | | | 0.4 | | | | (22.3 | ) | | | (0.2 | ) | | | 36.2 | |

| | | | | |

| */s/ James R. Craigie* | | Director | | February 16, 2023 |

| James R. Craigie | | | | |

| | 2020 | | | | 2.4 | | | | 1.4 | | | | 0.0 | | | | (0.1 | ) | | | 0.0 | | | | 3.7 | |

| | 2020 | | | | 5.1 | | | | 96.0 | | | | 0.4 | | | | (95.5 | ) | | | 0.0 | | | | 6.0 | |

| | 2020 | | | | 13.0 | | | | 110.9 | | | | 0.4 | | | | (99.8 | ) | | | 0.0 | | | | 24.5 | |