Church & Dwight (CHD) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
All filing items740 rewritten360 added272 removed1,865 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: the parser did not find an Item 1A in both filings.
- Sentence by sentence, 360 added, 272 removed, 740 rewritten and 1,865 unchanged across 6 items that differ.
Sentences by item
6 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Cover and table of contents | 53 | 40 | 158 | 615 |
| Item 1C. CYBERSECURITY | 2 | 1 | 10 | 37 |
| Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 9 | 13 | 8 | 11 |
| Item 6. RESERVED | 282 | 209 | 514 | 1,002 |
| Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 7 | 5 | 32 | 146 |
| Item 16. FORM 10-K SUMMARY | 7 | 4 | 18 | 54 |
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Cover and table of contents
158 rewritten, 53 added, 40 removed, 615 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, [removed: 2023] [added: 2024] (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $24.0] [added: $24.7] billion.
The aggregate market value is based on the closing price of such stock on the New York Stock Exchange on June 30, [removed: 2023.][added: 2024.]
As of February [removed: 12, 2024,] [added: 10, 2025,] there were [removed: 243,776,939] [added: 245,969,881] shares of Common Stock outstanding.
Certain provisions of the registrant’s definitive proxy statement to be filed not later than April 30, [removed: 2023] [added: 2024] are incorporated by reference in Items 10 through 14 of Part III of this Annual Report on Form 10‑K (this “Annual Report”).
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; the impact of new [added: regulations and] legislation [removed: such as] [added: and change in regulatory priorities of] the [added: new] U.S. [removed: CARES Act,] [added: presidential administration; transition to, and shifting economic policies in] the [removed: EU Medical Device Regulation, new cosmetic] [added: United States; potential changes in export/import] and [removed: device] [added: trade laws,] regulations [removed: in Mexico,] and [removed: the U.S. Modernization] [added: policies] of [removed: Cosmetic Regulation Act;] the [added: United States and other countries, including any increased trade restrictions or tariffs; increased or changing regulation regarding the Company’s products and its suppliers in the United States and other countries where it or its suppliers operate; the] impact on the global economy of the Russia/Ukraine 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 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: 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.
| 1B. | [Unresolved Staff Comments](#item_1b_unresolved) | | [removed: 30] [added: 31] |
| 1C. | [Cybersecurity](#item_1c_cybersecurity) | | [removed: 30] [added: 31] |
| 2. | [Properties](#item_2_properties) | | [removed: 31] [added: 32] |
| 3. | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 31] [added: 32] |
| 4. | [Mine Safety Disclosures](#item_4_mine_safety) | | [removed: 31] [added: 32] |
| 5. | [Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#item_5_market_for) | | [removed: 32] [added: 33] |
| 6. | [RESERVED](#item_6_reserved) | | [removed: 34] [added: 35] |
| 7. | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#item_7_management_discussion) | | [removed: 35] [added: 36] |
| 7A. | [Quantitative and Qualitative Disclosures about Market Risk](#item_7_a_quantitative_) | | [removed: 48] [added: 50] |
| 8. | [Financial Statements and Supplementary Data](#item_8_financial_statemen) | | [removed: 49] [added: 51] |
| 9. | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in) | | [removed: 84] [added: 87] |
| 9A. | [Controls and Procedures](#item_9_acontrols_and_procedures) | | [removed: 84] [added: 87] |
| 9B. | [Other Information](#item_9b_other_information) | | [removed: 84] [added: 87] |
| 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign) | | [removed: 84] [added: 87] |
| 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive) | | [removed: 85] [added: 88] |
| 11. | [Executive Compensation](#item_11_executive_compensation) | | [removed: 85] [added: 88] |
| 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership) | | [removed: 85] [added: 88] |
| 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships) | | [removed: 85] [added: 88] |
| 14. | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees) | | [removed: 85] [added: 88] |
| 15. | [Exhibits, Financial Statement Schedule](#item_15_exhibits_financial_statement) | | [removed: 86] [added: 89] |
| 16. | [Form 10-K Summary](#item_16_10k_summary) | | [removed: 90] [added: 93] |
Our well-recognized brands include ARM & HAMMER® baking soda, cat litter, laundry detergent, carpet deodorizer and other baking soda-based products; OXICLEAN® stain removers, cleaning solutions, laundry detergents and bleach alternatives; VITAFUSION® and 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; [removed: TROJAN] [added: TROJAN®] condoms, lubricants and vibrators; [removed: SPINBRUSH] [added: 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; and [removed: ZICAM] [added: ZICAM®] cold shortening and relief products.
Seven of [removed: those] [added: our] brands are designated as "power brands" because they compete in large categories, and we believe they have the potential for significant global expansion.
[removed: *Our Sustainability* *Strategy] [added: Sustainability Strategy] and Environmental, Social and Governance (“ESG”) [removed: Pillars*][added: Pillars]
We believe [added: that] Sustainability is critical to the health of the communities in which we operate, contributes to a better world and benefits our business both financially and operationally.
Our [removed: 2022] [added: 2023] Sustainability Report is available on our web site at [removed: https://churchdwight.com/pdf/Sustainability/2022-Sustainability-Report.pdf,] [added: https://churchdwight.com/pdf/Sustainability/2023-Sustainability-Report.pdf,] and our [removed: 2023] [added: 2024] Sustainability Report will be available in April [removed: 2024] [added: 2025] (the [removed: “2023] [added: “2024] Sustainability Report” and together with the [removed: 2022] [added: 2023] Sustainability Report, the “Sustainability Reports”).
Each is supported through our Governance practices, which are intended to maintain a system of [removed: rules] [added: rules, processes] and practices that determine how we operate and align the interests of our stakeholders in support of ethical business practices and financial success.
Employees and Communities: Embrace the principles of [removed: diversity, equity and inclusion (“DEI”),] good corporate citizenship and social responsibility within the communities we can impact
These steps include periodic environmental and health and safety audits [removed: of our facilities.]
[removed: However, our] [added: Our top] environmental priorities [removed: extend well beyond our compliance efforts, and] include [removed: our focus on] providing effective products that are safe for our consumers, the animals they care for and the [removed: environment,] [added: environment;] utilizing consumer friendly and [added: environmentally responsible packaging; reducing greenhouse gas emission and water usage; recycling solid waste; and improving our suppliers’ environmental practices.]
*Social.* Our Social focus areas are driven by our goals of delighting consumers with our brands through our contributions [removed: towards] [added: to Sustainability which we believe contributes to] a [removed: more sustainable world,] [added: better world;] improving our suppliers’ labor, health & safety, environmental and ethical [removed: practices,] [added: practices;] and supporting our employees and communities – all to create a [removed: stronger,] [added: stronger] more resilient [removed: company while contributing to a better world.][added: company.]
We [removed: have] [added: administer] 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 [added: across all dimensions] and believe that a diverse and inclusive workforce fosters innovation and promotes an environment [removed: that includes] [added: filled with] unique [removed: perspectives, talents and experiences.][added: perspectives.]
We strive to cultivate a culture and processes that support and enhance our ability to recruit, [added: hire,] develop and retain [removed: diverse] talent at every [removed: level.][added: level based on merit.]
*Recent Acquisitions*
On June 3, 2024, the Company acquired substantially all of the issued and outstanding shares of capital stock of Graphico, Inc. (“Graphico”), a Japan-based distributor focused on consumer goods primarily in the Japanese market (the “Graphico Acquisition”).
The Company paid $19.9 million, net of cash acquired, at closing.
The Company acquired the remaining minority shares for approximately $2.0 million in July 2024.
We sell ANUSOL® hemorrhoid medications out of the United Kingdom, Canada, Australia and in other international markets.
*Animal Nutrition Products*
productivity of dairy cows.
During the first quarter of 2024, we exited the MEGALAC supplement portion of our Animal Nutrition business.
Net sales of the MEGALAC business for the years ended December 31, 2024 and 2023 were $7.6 million and $38.1 million, respectively.
During the second quarter of 2024, we sold our Passport food safety business, Passport Food Safety Solutions, Inc. Net sales of the Passport business for the years ended December 31, 2024 and 2023 were $6.4 million and $13.0 million, respectively.
*Commercial & Professional*
In October 2024, we sold our 50% interest in The ArmaKleen Company to Safety-Kleen.
The transaction was not material to the Company’s results of operations or cash flows.
unapproved new drugs and can be forced from the market.
of our facilities.
We strive to minimize the impact of our expanding global operations and to meet the challenge of managing our environmental footprint.
We do discriminate in our recruiting, hiring, or promotion on the basis of protected class characteristics or conditions.
Our Political Contributions Policy, which is posted in the Investor Relations section of our website, sets forth our policies regarding political contributions and membership in industry groups that further our business goals.
Inclusive and Effective Workforce
As a company we remain committed to fair treatment, access, opportunity, and advancement for all.
In addition, an increase in consumers purchasing more “private label” or other lower price brands has increased competition in certain product categories in particular, including dietary supplements, diagnostic kits and oral analgesics, and there has been increased consumer shifts to private label products across multiple categories.
In 2024, some of our largest customers launched private label brands that compete with our products and may continue to expand those offerings in the future.
Further, consumer preferences continue to evolve due to a number of factors, including fragmentation of the consumer market and changes in consumer
Additionally, increased tariffs, or proposed increases to tariffs, imposed by the U.S. or other countries could have the impact of increasing costs on a wide range of products and services, including on our products and items used to manufacture and deliver our products, and could lead to increased prices, price volatility and reduced demand for our products.
Any loss of or significant reduction in sales to one of our key customers could have a material adverse effect on our business, financial condition and results of operations.
We could also lose a significant customer due to customer
During the first quarter of 2024, due to declining sales, we exited the MEGALAC supplement portion of our Animal Nutrition business within our Specialty Products Division segment and during the second quarter of 2024, we sold our food safety business, Passport Food Safety Solutions, Inc. During the fourth quarter of 2024, our 50% interest in The ArmaKleen Company was sold to our joint venture partner.
Moreover, in our vitamin business, we are experiencing significant product competition coming from new category entrants, including private label, which contributed to the previously announced impairment in our VMS business.
The Company has divested and may, in the future, divest certain assets, businesses or brands.
A divestiture could affect the profitability of the Company as a result of the gains or losses on such sale of a business or brand, the loss of the operating income or sales resulting from such sale or the costs or liabilities that are not assumed by the acquirer that may negatively impact profitability and cash flow subsequent to any divestiture.
If the Company is unable to complete a divestiture or successfully transition a divested business, including the effective management of the related separation and overhead costs, transition services, and the maintenance of relationships with customers, suppliers, and other business partners, its business and financial results could be negatively impacted.
The Company may also be required to recognize impairment charges or other losses as a result of a divestiture.
Further, we could miscalculate our anticipated production capacity or expansion needs in any of our categories, such as our mouth rinse or acne treatment categories to meet the anticipated demand of our customers in existing and new markets.
During the third quarter of 2024, the Company continued to experience a decline in market share and a deterioration in the financial performance for its Vitamins, Minerals and Supplements (“VMS”) business, which includes the VITAFUSION and L’IL CRITTERS trade names, primarily due to significant product competition coming from new category entrants, including private label, and supply chain challenges that resulted in increased shelf space and/ or display for certain of our competitors.
The continued decline in profitability caused management to reassess its long-term strategy and financial outlook of the business.
The revised financial outlook reflects lower estimates of future sales growth and cash flows which resulted in a triggering event in the third quarter.
The triggering event required the Company to review the carrying value of long-lived assets supporting the business in connection with the preparation of the Company’s financial statements, resulting in impairment charges of $357.1 in the quarter ended September 30, 2024.
In addition, the legal, regulatory and ethical landscape around the use of artificial intelligence and machine learning is rapidly evolving.
The Company’s ability to timely adopt to and adapt this emerging technology in an effective and ethical manner may impact its reputation and ability to compete, and this technology could be, among other things, false, biased, or inconsistent with the Company’s values and strategies.
Further, the use of generative artificial intelligence tools may compromise confidential or sensitive information, put the Company’s intellectual property at risk, or subject the Company to claims of intellectual property infringement, all of which could damage the Company's reputation.
Our global Sustainability strategy is derived from our heritage and organizational values.
environmentally responsible packaging, reducing greenhouse gas emission, reducing water usage, recycling solid waste and improving our suppliers’ environmental practices.
We have also adopted a Political Contributions Policy, which is posted in the Investor Relations section of our website.
*Animal and Food Production Products*
Passport Food Safety Solutions, 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.
*Specialty Cleaners*
In North America, this joint venture distributes our proprietary product line of aqueous cleaners along with our ARMEX® blast media line, which is designed for the removal of a wide variety of surface coatings.
These results are included in our Corporate segment.
We also have an agreement for the supply of soda ash from another company.
from the market.
Diversity, Equity and Inclusion
As a company we remain committed to fair treatment, access, opportunity, and advancement, while at the same time striving to identify and eliminate barriers that have prevented the full participation of underrepresented groups.
In 2020, we established a Diversity, Equity & Inclusion Council ("DE&I Council") that provides strategic direction, guidance and advocacy for our DEI initiatives.
Led by our Chief Executive Officer and our Director, Talent Management & Diversity, Equity & Inclusion, the DE&I Council includes diverse employees at every level around the world.
Our Board of Directors, acting principally through its Compensation & Human Capital Committee, oversees our DEI efforts.
In the DEI space, the following organizations received grants: Junior Achievement, The Trevor Project, and Virginia State University.
In the Sustainability space, the following organizations received grants: The Recycling Partnership, the Ocean Conservancy, Northeast Wilderness Trust, and The Xerces Society for Invertebrate Conservation.
In addition, during times of economic uncertainty, consumers may purchase more “private label” or other lower price brands, especially at a time of rising inflation.
These developments have increased competition in certain product categories in particular, including dietary supplements, diagnostic kits and oral analgesics.
or organic products and ingredients; changing consumer sentiment toward non-local products or sources among 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.
In addition, future acquisitions or investments could result in substantial cash expenditures, the potentially
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.
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.
management), or allegations of product tampering.
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.
Further, ESG-conscious investors may
These privacy and security laws and regulations change frequently, and new legislation continues to be introduced such as the California Privacy Rights Act (“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 became effective in 2023.
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.
Based on current legislation and available guidance, we have evaluated the impact of Pillar Two and determined there is no impact to the company.
Ongoing political uncertainty in many countries, including the ongoing political transition in Hong Kong, and the exit of the United Kingdom from the European Union have created additional economic uncertainty and volatility in the financial markets.
The COVID-19 pandemic and related impacts has had, and could continue to have, an adverse effect on our business, financial condition, results of operations and cash flows.
The COVID-19 pandemic has affected and could continue to negatively affect our business by causing or contributing to, among other things:
Significant disruptions in business operations and in the ability of significant third-party vendors, manufacturing and other business or commercial partners, including customers, to meet their obligations to us;
Significant decrease or volatility in sales of or demand for our primary products due to the transition from a pandemic to endemic state;
Worldwide, regional and local adverse economic and financial market conditions, all of which could impact our manufacturing operations or that of our third-party partners;
Adverse impacts on the supply chain, including manufacturing by us or our third-party partners, due to raw material, packaging or other supply shortages, labor shortages or reduced availability of commercial transport and port operational disruptions; and
Sustained labor shortages or increased turnover rates.
Although the World Health Organization and the federal government have declared an end to COVID-19 as a global and national health emergency, respectively, risks related to COVID-19 have adversely affected and may continue to adversely affect our business, results of operations, cash flows and financial condition.
An excerpt. Shown here: 40 of 158 rewritten, 40 of 53 added and all 40 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2024 filing and the FY2023 filing.
Item 1C. CYBERSECURITY
10 rewritten, 2 added, 1 removed, 37 unchanged
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 [removed: Senior] [added: Executive] 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.
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 [removed: an annual] [added: a biennial] maturity assessment of our program by an external third-party;
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; [removed: and]
[removed: 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 [removed: Senior] [added: Executive] 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 [added: outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness.]
Our management team, including our [added: Global] Chief Information Officer, is responsible for assessing and managing our material risks from cybersecurity threats.
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, [added: law enforcement,] public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
In addition, we own an office building in Fort Collins, Colorado [added: that is occupied by Waterpik] and an office building in Princeton, New Jersey that is occupied by our research and development department.
We own or lease manufacturing facilities, warehouses and other offices in 16 different U.S. states and [removed: 11] [added: 12] different countries outside of the U.S. Many of our domestic and international sites manufacture and distribute products for multiple segments of our business.
policies to establish requirements for protecting information assets and defining acceptable behaviors to ensure compliance, mitigate risks, prevent unauthorized access, and foster a culture of security awareness and accountability, thereby enhancing the organization's overall security posture; and
The Audit Committee oversees management’s implementation of our cybersecurity risk
outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
8 rewritten, 9 added, 13 removed, 11 unchanged
Approximate number of record holders of our Common Stock as of December 31, [removed: 2023:] [added: 2024:] 1,600.
The returns are indexed to a value of $100 at December 31, [removed: 2018.][added: 2019.]
S&P 500 Household Products Index consists of the Church & Dwight Co., Inc., Clorox Company, Colgate-Palmolive Company, Kimberly-Clark Corporation and [removed: P&G.][added: Procter & Gamble Company.]
[removed: ][added: ]
| Company / Index | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | [added: | 2024 | |]
As a result of the Company’s stock repurchases, there remains $658.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, [removed: 2023.][added: 2024.]
| Period | | Total Number of Shares [removed: Purchased(1)] [added: Purchased] | | | | 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 | | |
[removed: Includes] [added: The following table contains information for] shares [added: repurchased during the fourth quarter] of [added: 2024, which was solely due to shares of] Common Stock withheld by [removed: us] [added: the Company] to satisfy tax withholding obligations in connection with the vesting of restricted stock.
| ■ Church & Dwight Co., Inc. | | | 100.00 | | | 125.48 | | | 149.16 | | | 118.71 | | | 140.92 | | | 157.77 | |
| ■ S&P 500 Index | | | 100.00 | | | 118.39 | | | 152.34 | | | 124.72 | | | 157.47 | | | 196.84 | |
| ■ S&P 500 Household Products Index | | | 100.00 | | | 115.77 | | | 133.41 | | | 125.51 | | | 125.67 | | | 146.37 | |
The Company repurchases shares of its Common Stock from time to time pursuant to its publicly announced share repurchase programs.
During the fourth quarter of 2024 the Company did not repurchase any shares of Common Stock pursuant to its share repurchase programs.
| 10/1/2024 to 10/31/2024 | | | \- | | | $ | \- | | | | \- | | | $ | 658,905,959 | |
| 11/1/2024 to 11/30/2024 | | | \- | | | | \- | | | | \- | | | $ | 658,905,959 | |
| 12/1/2024 to 12/31/2024 | | | 48 | | | | 105.85 | | | | \- | | | $ | 658,905,959 | |
| Total | | | 48 | | | $ | 105.85 | | | | \- | | | | | |
(1)
| ■ 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 | |
On October 28, 2021, the Board authorized a new share repurchase program, under which the Company may repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”).
The 2021 Share Repurchase Program does not have an expiration and replaced the 2017 Share Repurchase Program.
All remaining dollars authorized for repurchase under the 2017 Share Repurchase Plan have been cancelled.
The 2021 Share Repurchase Program did not modify the Company’s evergreen share repurchase program, authorized by the Board on January 29, 2014, under which the Company may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under its incentive plans.
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.
| 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 | | | | | |
Item 6. RESERVED
514 rewritten, 282 added, 209 removed, 1,002 unchanged
We sell our specialty products to industrial [added: and commercial] customers, livestock producers and through distributors.
The segments are based on differences in the nature of products and [added: management] organizational [removed: and ownership] structures.
In [removed: 2023,] [added: 2024,] the Consumer Domestic, Consumer International and SPD segments represented approximately [removed: 78%, 17%] [added: 77%, 18%] and 5%, respectively, of our consolidated net sales.
[removed: *2023] [added: *2024] Financial Highlights*
Key [removed: 2023] [added: 2024] financial results include:
[removed: 2023 net] [added: Net] sales [added: for the year ended December 31, 2024] grew [removed: 9.2%] [added: 4.1%] over [removed: 2022,] [added: 2023,] with gains in Consumer Domestic and Consumer International, partially offset by lower sales in SPD.
The gains are primarily due to favorable [removed: pricing/product mix, favorable] volumes, and [added: pricing/product mix across all three segments, including] the benefit of recent acquisitions in Consumer Domestic and Consumer International, partially offset by [removed: unfavorable volumes] [added: the exit of product lines in SPD] and [removed: pricing/product mix] [added: unfavorable foreign currency exchange rates] in [removed: SPD.][added: Consumer International.]
[removed: Gross] [added: Excluding the tariff ruling gross] margin increased [removed: 220 basis points to 44.1% in 2023 from 41.9% in 2022, primarily] due to [removed: favorable price/volume/mix,] the [added: positive] impact of productivity programs, [removed: lower transportation costs,] [added: favorable price/volume/mix,] and business acquisition benefits, [removed: partially] offset by higher manufacturing costs including labor and higher commodities.
Excluding the impairment charge, operating margin [removed: decreased 70] [added: increased 110] basis points [removed: as an increase in] [added: due to favorable] gross [removed: margins was] [added: margins, slightly] offset by higher marketing [removed: expenses and selling general and administrative costs.][added: expenses.]
Cash provided by operations was [removed: $1,030.6] [added: $1,156.2] in [removed: 2023,] [added: 2024,] a [removed: $145.4] [added: $125.6] increase from the prior year [added: primarily] due to an [removed: improvement in working capital and an] increase in cash earnings (net income adjusted for non-cash [removed: items) including the impact of recent acquisitions.][added: items).]
We returned [removed: $566.6] [added: $277.0] in [removed: 2023] [added: 2024] to our stockholders through cash dividends [removed: paid and share repurchases.][added: paid.]
Some retail customers have responded to economic conditions by increasing their private label offerings (primarily in the dietary supplements, [added: stain fighters,] 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.
We intend to continue to aggressively pursue several key strategic initiatives: maintain competitive marketing and trade spending, tightly control our cost structure, expand our online market [removed: share,] [added: share by continuing to invest in e-commerce (global on-line sales were 21.4% of consumer sales in 2024), expand our presence and product offerings to consumers outside of the United States,] continue to develop and launch new and differentiated products, [removed: and] pursue strategic [removed: acquisitions.][added: acquisitions, continue to grow our product sales globally and maintain an offering of premium and value brand products to appeal to a wide range of consumers.]
We continue to evaluate and vigorously address [removed: these] pressures [added: on this business] through, among other things, new product introductions and increased marketing and trade spending.
Our global product portfolio consists of both premium [removed: (63%] [added: (64%] of total worldwide consumer revenue in [removed: 2023)] [added: 2024)] and value [removed: (37%] [added: (36%] of total worldwide consumer revenue in [removed: 2023)] [added: 2024)] 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 [removed: 17%] [added: 18%] of sales derived from countries outside of the United States in [removed: 2023.][added: 2024, and we believe ongoing international expansion represents a significant opportunity to grow our business.]
We have subsidiary operations in [removed: seven] [added: eight] countries (Canada, Mexico, U.K., France, Germany, [removed: China] [added: China, Australia,] and [removed: Australia).][added: Japan).]
In [removed: 2023,] [added: 2024,] we benefited from our expanded global footprint and expect to continue to focus on selectively expanding our global business.
[removed: Moreover,] [added: However,] the current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, [added: including tariffs imposed by other countries in response to or in anticipation of U.S. tariffs,] have resulted in uncertainty regarding the global [removed: economy.][added: economy and with respect to our operations and costs.]
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 & 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, [removed: and the] 2022 acquisition of the HERO brand which includes the MIGHTY PATCH acne treatment [removed: products.][added: products and 2024 acquisition of Graphico, Inc. (the “Graphico Acquisition”), a Japan-based distributor.]
[removed: Our focus is to maintain competitive marketing and] trade spending, manage our cost structure, continue to develop and launch new and differentiated products, while pursuing strategic acquisitions.
On January [removed: 31, 2024,] [added: 29, 2025,] the Board declared a 4% increase in the regular quarterly dividend from [removed: $0.2725 to] $0.28375 [added: to $ 0.295] per share (equivalent to an annual dividend of [removed: $1.135] [added: $1.18] per share) payable to stockholders of record as of February [removed: 15, 2024.][added: 14, 2025.]
The increase raises the annualized dividend payout from [removed: $267.0] [added: $277.0] to approximately [removed: $276.0] [added: $287.0] on an annualized basis.
Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. [removed: (GAAP).][added: (US GAAP).]
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: $0.7] [added: $0.1] in the reserve required for coupons would result.
If our estimates for promotional activities and sales returns reserves were to change by [removed: 10%] [added: 10%,] the impact to promotional spending and sales return accruals would be approximately [removed: $16.0.][added: $14.7.]
For trade names and other intangible assets, an impairment charge is recorded for the difference between the carrying value and the net present value of estimated future cash flows, which represents the estimated fair [removed: value of the asset.]
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: 2023] [added: 2024,] exceeded their respective carrying values based upon the forecasted cash flows and [removed: profitability.][added: profitability, with the exception of our VMS business described below.]
The carrying value of the [removed: TROJAN] [added: WATERPIK] trade name is [removed: $176.4] [added: $644.7] and fair value represented [removed: 162%] [added: 135%] of the carrying value as of October 1, [removed: 2023.][added: 2024.]
The carrying value of the WATERPIK trade name is $644.7 [added: million] and [added: the] fair value represented [removed: 109%] [added: 135%] of the carrying value as of October 1, [removed: 2023.][added: 2024.]
[removed: These factors, along with higher interest rates, have resulted] [added: As a result, the business has experienced declining sales and profits resulting] in a reduction in expected future cash [removed: flows which have eroded] [added: flows, eroding] a substantial portion of the excess between the fair and carrying value of the trade name.
The [removed: carrying value of the VITAFUSION and LIL' CRITTERS trade name is $281.3 and] fair value represented [removed: 154%] [added: 109%] of the carrying value as of October 1, 2023.
The remaining net book value of the trade name as of December 31, [removed: 2023] [added: 2024] is [removed: $30.9] [added: $15.4] and will be amortized over a remaining useful life of [removed: two years.][added: one year.]
It is possible that our 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 [removed: rates),] [added: rates and tariffs),] (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.
[removed: In this regard, settlement of any issue, or an adverse determination in litigation, with a taxing] authority could require the use of cash and result in an increase in our annual effective tax rate.
Refer to Note 1 to the Consolidated Financial Statements included in this Annual Report for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of December 31, [removed: 2023.][added: 2024.]
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, [removed: 2023, 2022] [added: 2024, 2023] AND [removed: 2021][added: 2022]
The discussion of [added: consolidated] results of operations [removed: at the consolidated level] presented below is followed by a more detailed discussion of results of operations by segment.
This section of this Form 10-K generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] results and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2022.][added: 2023.]
The segments are based on differences in the nature of products sold and management organizational structures.
Pillar Two Tax Laws
In October 2021, members of the Organisation for Economic Co-operation and Development (“OECD”) agreed to a global minimum tax rate of 15%.
In December 2021, OECD published its model rules on the agreed minimum tax known as the Global Anti-Base Erosion (“GloBE”) or Pillar Two rules.
The Pillar Two rules are designed to be implemented into the domestic law of each jurisdiction to ensure large multinational enterprise groups are subject to a minimum effective tax rate of 15% in each jurisdiction where they operate.
In December 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive.
January 1, 2024 marked the official effective date of the 15% global corporate minimum tax imposed by the EU's Pillar Two Directive.
We are monitoring developments and evaluating the impacts of the Pillar Two rules on our tax rate.
Based on current legislation and available guidance, we do not anticipate a material impact to the Company.
Sale of MEGALAC supplement portfolio
During the first quarter of 2024, we exited the MEGALAC supplement portion of our Animal Nutrition business within our SPD segment.
Net sales for the years ended December 31, 2024 and 2023 were $7.6 and $38.1, respectively.
Graphico Acquisition
On June 3, 2024, we acquired substantially all of the issued and outstanding shares of capital stock of Graphico, Inc. ("Graphico"), a Japan-based distributor focused on consumer goods primarily in the Japanese market (the “Graphico Acquisition”).
We paid $19.9, net of cash acquired, at closing.
We acquired the remaining minority shares for approximately $2.0 in July 2024.
The Graphico Acquisition was financed with cash on hand, is expected to contribute to greater expansion of our business in the Asia-Pacific (APAC) region, and is managed in the Consumer International segment.
Sale of Passport Food Safety Business
During the second quarter of 2024, we sold our Passport food safety business, Passport Food Safety Solutions, Inc., with assets of $7.0, inclusive of intangible assets of $2.7 and corresponding goodwill of $1.0, for cash proceeds of $6.6 and $0.5 held in escrow for a gain of $0.1.
Net sales for the years ended December 31, 2024 and 2023 were $6.4 and $13.0, respectively.
Favorable Tariff Ruling
During the second quarter of 2024, we received a favorable tariff ruling from the U.S. government associated with certain products imported from China, which resulted in $40.1 of cash refunds (pre tax) in the year ended December 31, 2024.
The refunds resulted in a $31.6 reduction of Cost of goods sold and an increase in Interest income of $4.8 in the year ended December 31, 2024.
Vitamin Business Intangible Impairment
During the third quarter of 2024, the Company continued to experience a decline in market share and a deterioration in the financial performance for its Vitamins, Minerals and Supplements ("VMS") business, which includes the VITAFUSION and L'IL CRITTERS trade name, primarily due to significant product competition coming from new category entrants, including private label.
The continued decline in profitability caused management to reassess its long-term strategy and financial outlook of the business.
The revised financial outlook reflects lower estimates of future sales growth and cash flows which resulted in a triggering event in the third quarter.
The triggering event required the Company to review the carrying value of assets supporting the business resulting in impairment charges of $357.1 in the year ended December 31, 2024.
Sale of 50% Ownership in Joint Venture
The Company’s 50% interest in The ArmaKleen Company was sold to our joint venture partner in October of 2024.
The transaction is not material to the Company’s results of operations or cash flows.
Gross margin increased 160 basis points to 45.7% in 2024 from 44.1% in 2023, which includes an approximate 50 basis point benefit from a favorable tariff ruling.
Operating margin decreased 470 basis points to 13.3% in 2024 from 18.0% in 2023.
The 2024 operating margin includes a non-cash charge of $357.1 or 580 basis points related to the impairment of the VITAFUSION and L'IL CRITTERS indefinite-lived trade name as well as a definite-lived customer relationship intangible asset and PP&E specific to the VMS business.
We reported diluted net earnings per share in 2024 of $2.37, a decrease of approximately 22.3% from 2023 diluted net earnings per share of $3.05.
Earnings per share in 2024 includes the non-cash VMS trade name and other asset impairment charges of $1.10 per share.
Excluding the impairment charges, 2024 diluted net earnings per share was $3.47 compared to 2023 diluted earnings per share of $3.05.
Our focus is to maintain competitive marketing and
During the third quarter of 2024, we continued to experience a decline in market share and a deterioration in the financial performance of our VMS business, which includes the VITAFUSION and L'IL CRITTERS trade name, primarily due to significant product competition coming from new category entrants, including private label.
The continued decline in profitability caused management to reassess its
*Supply Chain, Inflation, Consumer Demand and Competition*
We continue to monitor the impact of both inflation and recessionary indicators including the effect of corresponding government actions, such as raising interest rates to counteract inflation, that may negatively impact consumer spending, especially for our discretionary brands, and how these factors will potentially influence future cash flows for the short and long term.
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.
Most notably, a growing number of water flosser consumers have switched to more value-branded products.
To address these demand shifts, we are taking steps to better manage production schedules and inventory levels for those products along with increasing promotional activities and marketing spend, as well as continuing efforts to develop lower cost water flosser alternatives.
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.
Looking forward, the impact that these challenges will continue to have on our operational and financial performance will depend in part on future developments, including inflationary impacts, interest rates, recessionary concerns, as well as retail customers' acceptance of all or a portion of any price increases.
Additionally, we may be impacted by our ability to recruit and retain a workforce and engage third-parties to manufacture and distribute our products, as well as any future government actions affecting employers and employees, consumers and the economy in general.
While we expect that many of these effects will be transitory and that our value-focused portfolio positions us well in challenging economic environments, it is impossible to predict their impact.
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.
We reported diluted net earnings per share in 2023 of $3.05, an increase of approximately 81.5% from 2022 diluted net earnings per share of $1.68 which included the non-cash Flawless intangible asset impairment charge of $1.26 per share.
We also intend to continue to grow our product sales globally and maintain an offering of premium and value brand products to appeal to a wide range of consumers.
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 condition, operating results and cash flows.
However, there is no assurance the category will not decline in the future and that we will be able to offset any such decline.
We are continuously focused on strengthening our key brands through the launch of innovative new products, which span various product categories, including premium and value household products supported by increased marketing and trade spending.
There can be no assurance that these measures will be successful.
If we are unable to expand our business internationally at the rate that we expect, we may not realize our anticipated growth targets.
Although we believe ongoing international expansion represents a significant opportunity to grow our business, our increasing activity in global markets exposes us to additional complexity and uncertainty.
Sales generated outside of the U.S. are exposed to foreign currency exchange rate fluctuations as well as political uncertainty which could impact future operating results.
The impact of U.S. tariffs on certain products was a component of increased cost of sale during the year ended December 31, 2023.
The implementation of more restrictive trade policies, such as higher tariffs or new barriers to entry, in countries in which we manufacture or sell large quantities of products could negatively impact our business, cash flows, results of operations and financial condition.
The failure to effectively identify or integrate any acquisition or achieve expected synergies may cause us to incur material asset write-downs.
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.
Waterpik's profitability has also been impacted by tariffs imposed on its products imported into the United States that were manufactured in China.
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.
This indefinite-lived intangible asset may be susceptible to impairment and a continued decline in fair value could trigger a future impairment charge of the VITAFUSION and LIL' CRITTERS trade name.
While management has implemented strategies to address the risk, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair value.
We have implemented strategies to address the decline in profitability.
However, if unsuccessful, a further decline could trigger a future impairment charge.
(1)
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.
An excerpt. Shown here: 40 of 514 rewritten, 40 of 282 added and 40 of 209 removed. The counts are complete. For every sentence, read Item 6. RESERVED in the FY2024 filing and the FY2023 filing.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
32 rewritten, 7 added, 5 removed, 146 unchanged
Information required by this item is incorporated by reference to the information under the captions “Election of Directors,” “Information about the Company’s Executive Officers,” “Corporate Governance and Other Board Matters – Code of Conduct,” [removed: and] “Corporate Governance and Other Board Matters– Board of Directors Meetings and Committees – Audit Committee,” [added: and "Corporate Governance and Other Board Matters – Insider Trading Policies and Procedures"] 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 “Compensation Discussion and Analysis,” [removed: “2023] [added: “2024] Summary Compensation Table,” [removed: “2023] [added: “2024] Grants of Plan Based Awards,” [removed: “2023] [added: “2024] Outstanding Equity Awards at Fiscal Year-End,” [removed: “2023] [added: “2024] Option Exercises and Stock Vested,” [removed: “2023] [added: “2024] 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: 2023”] [added: 2024”] 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: 2023](#statements_of_income)] [added: 2024](#statements_of_income)] | [removed: 53] [added: 55] |
| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#balance_sheets)] [added: 2023](#balance_sheets)] | [removed: 54] [added: 56] |
| [Consolidated Statements of Cash Flow for each of the three years in the period ended December 31, [removed: 2023](#statements_of_cash_flow)] [added: 2024](#statements_of_cash_flow)] | [removed: 55] [added: 57] |
| [Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, [removed: 2023](#stockholders_equity)] [added: 2024](#stockholders_equity)] | [removed: 57] [added: 59] |
| [Notes to Consolidated Financial Statements](#notes) | [removed: 58] [added: 60] |
| [Schedule II ‑ Valuation and Qualifying Accounts for each of the three years in the period ended December 31, [removed: 2023](#schedule_ii_valuation_qualifying_account)] [added: 2024](#schedule_ii_valuation_qualifying_account)] | [removed: 93] [added: 96] |
| | | [removed: (3.3)] [added: (3.4)] | [By-laws of the Company, amended and restated as of April 27, 2023, incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on April 28, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000119312523127530/d461399dex31.htm) |
| [removed: ] | * | (10.11) | [Amendment to the Church & Dwight Co., Inc. Executive Deferred Compensation Plan II, dated January 10, [removed: 2024](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex10_11.htm)] [added: 2024 incorporated by reference to Exhibit 10.11 to the Company’s annual report on Form 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex10_11.htm)] |
| | | [removed: (10.29)] [added: (10.30)] | [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: (10.30)] [added: (10.32)] | [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: (10.31)] [added: (10.34)] | [Form of Non-Qualified Stock Option Grant Agreement, for 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: (10.32)] [added: (10.35)] | [Form of Restricted Stock Unit Grant Agreement, for 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: (10.33)] [added: (10.36)] | [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: (10.34)] [added: (10.37)] | [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). |
| [added: ] | * | [removed: (10.35)] [added: (10.38)] | [Church & Dwight Co., Inc Employee Stock Purchase Plan, as approved by the Company’s stockholders on April 27, 2023, [removed: incorporated by reference to Appendix A to the Company's proxy statement for its 2023 Annual Meeting] [added: and amended and restated as] of [removed: Stockholders filed on March 17, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000119312523073946/d462087ddef14a.htm)] [added: November 22, 2024.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex10_38.htm)] |
| | | [removed: (10.36)] [added: (10.39)] | [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: (10.37)] [added: (10.40)] | [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: (10.38)] [added: (10.41)] | [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: (10.39)] [added: (10.42)] | [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: ] | [removed: (10.40)] [added: (97.1)] | [removed: [Employment Agreement, dated September 4, 2021, by and between the Company and Barry Bruno] [added: [Policy Relating to Recovery of Erroneously Awarded Compensation] incorporated by reference to Exhibit [removed: 10.21] [added: 97.1] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/313927/000156459022005528/chd-ex1021_224.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex97_1.htm)] |
| | | [removed: (10.41)] [added: (10.43)] | [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/313927/000095017024015810/chd-ex21.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex21.htm)] |
| | | (23) | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/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/313927/000095017024015810/chd-ex31_1.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/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/313927/000095017024015810/chd-ex31_2.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/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/313927/000095017024015810/chd-ex32_1.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex32_1.htm)] |
| | | (32.2) | [Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex32_2.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex32_2.htm)] |
| | | (101.SCH) | Inline XBRL Taxonomy Extension Schema [removed: Document.] [added: With Embedded Linkbase Documents.] |
Indicates documents filed [added: or furnished] herewith.
| | | (3.3) | [Amendment to the Company’s Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on May 6, 2024.](https://www.sec.gov/Archives/edgar/data/313927/000119312524131937/d794342dex31.htm) |
| | | (10.29) | [Form of Non-Qualified Stock Option Grant Agreement, incorporated by reference to Exhibit 10.3 to the Company’s quarterly report on Form 10-Q filed on May 2, 2024.](https://www.sec.gov/Archives/edgar/data/313927/000095017024051879/chd-ex10_3.htm) |
| | | (10.31) | [Form of Restricted Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on May 2, 2024](https://www.sec.gov/Archives/edgar/data/313927/000095017024051879/chd-ex10_1.htm). |
| | | (10.33) | [Form of Performance Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.2 to the Company’s quarterly report on Form 10-Q filed on May 2, 2024.](https://www.sec.gov/Archives/edgar/data/313927/000095017024051879/chd-ex10_2.htm) |
| | | (10.44) | [Offer Letter, dated October 11, 2024, between Church & Dwight Co., Inc. and Carlos Ruiz Rabago.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex10_44.htm) |
| | | (19) | [Policy on Trading in Church & Dwight Co., Inc. Securities by Directors, Officers and Other Employees](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex19.htm) |
| | | | |
| | | (97.1) | [Policy Relating to Recovery of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex97_1.htm) |
| | | (101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| | | (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| | | (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| | | (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
Item 16. FORM 10-K SUMMARY
18 rewritten, 7 added, 4 removed, 54 unchanged
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: 15, 2024.][added: 13, 2025.]
| */s/ Matthew T. Farrell* | | Chairman, President and Chief Executive Officer, Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Bradlen S. Cashaw* | | Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Bradley C. Irwin* | | Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Penry W. Price* | | Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Susan G. Saideman* | | Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Ravichandra K. Saligram* | | Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Robert K. Shearer* | | Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Janet S. Vergis* | | Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Arthur B. Winkleblack* | | Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Laurie J. Yoler* | | Director | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Richard A. Dierker* | | Executive Vice President | | February [removed: 15, 2024] [added: 13, 2025] |
| */s/ Joseph J. Longo* | | Vice President and Controller | | February [removed: 15, 2024] [added: 13, 2025] |
For each of the three years in the period ended December 31, [removed: 2023][added: 2024]
| | [removed: 2023] [added: 2023] | | | [removed: $] | [removed: 3.5] [added: 3.5] | | | [removed: $] | [removed: 4.0] [added: 4.0] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (0.2] [added: (0.2] | [removed: )] [added: )] | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: 7.3] [added: 7.3] | |
| | [removed: 2023] [added: 2023] | | | [removed: $] | [removed: 6.6] [added: 6.6] | | | [removed: $] | [removed: 115.1] [added: 115.1] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (112.7] [added: (112.7] | [removed: )] [added: )] | | [removed: $] | [removed: (0.1] [added: (0.1] | [removed: )] [added: )] | | [removed: $] | [removed: 8.9] [added: 8.9] | |
| | [removed: 2023] [added: 2023] | | | [removed: $] | [removed: 34.8] [added: 34.8] | | | [removed: $] | [removed: 128.9] [added: 128.9] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (128.7] [added: (128.7] | [removed: )] [added: )] | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: 35.0] [added: 35.0] | |
| | [removed: 2023] [added: 2023] | | | [removed: $] | [removed: 46.0] [added: 46.0] | | | [removed: $] | [removed: 40.5] [added: 40.5] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (34.5] [added: (34.5] | [removed: )] [added: )] | | [removed: $] | [removed: 0.5] [added: 0.5] | | | [removed: $] | [removed: 52.5] [added: 52.5] | |
| */s/ Michael R. Smith* | | Director | | February 13, 2025 |
| Michael R. Smith | | | | |
| | | | | |
| | 2024 | | | $ | 7.3 | | | $ | 0.1 | | | $ | 0.0 | | | $ | (2.2 | ) | | $ | (0.1 | ) | | $ | 5.1 | |
| | 2024 | | | $ | 8.9 | | | $ | 120.1 | | | $ | 0.0 | | | $ | (119.7 | ) | | $ | (0.1 | ) | | $ | 9.2 | |
| | 2024 | | | $ | 35.0 | | | $ | 107.4 | | | $ | 0.0 | | | $ | (116.4 | ) | | $ | (0.1 | ) | | $ | 25.9 | |
| | 2024 | | | $ | 52.5 | | | $ | 26.1 | | | $ | 0.0 | | | $ | (32.6 | ) | | $ | (0.8 | ) | | $ | 45.2 | |
| | 2021 | | | | 3.7 | | | | 0.6 | | | | 1.9 | | | | (0.7 | ) | | | 0.0 | | | | 5.5 | |
| | 2021 | | | | 6.0 | | | | 98.4 | | | | 0.0 | | | | (98.5 | ) | | | 0.0 | | | | 5.9 | |
| | 2021 | | | | 24.5 | | | | 129.4 | | | | 0.0 | | | | (121.5 | ) | | | 0.0 | | | | 32.4 | |
| | 2021 | | | | 17.8 | | | | 40.5 | | | | 0.4 | | | | (22.3 | ) | | | (0.2 | ) | | | 36.2 | |