filings.toolsItem 6. RESERVED
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Item 6. RESERVED
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
I****TEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements.
OVERVIEW
Our Business
We develop, manufacture and market a broad range of consumer household, personal care and specialty products. 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; TOUCHLAND® hand sanitizers; BATISTE® dry shampoo; WATERPIK® water flossers; THERABREATH® oral care products; HERO® acne treatment products; TROJAN condoms, lubricants and vibrators; FIRST RESPONSE home pregnancy and ovulation test kits; NAIR depilatories; ORAJEL oral analgesic; XTRA laundry detergent; and ZICAM cold shortening and relief products. 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®; TOUCHLAND®; BATISTE®; WATERPIK®; THERABREATH®; and HERO® and represent approximately 70% of our net sales and profits. Prior to the sale of our VITAFUSION® and L'IL CRITTERS® (“VMS”) business at the end of 2025, we included VMS as an eighth “power brand.”
We sell our consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar, pet and other specialty stores and websites and other e-commerce channels, all of which sell the products to consumers. We sell our specialty products to industrial and commercial customers, livestock producers and through distributors.
We operate our business in three segments: Consumer Domestic, Consumer International and the Specialty Products Division (“SPD”). The segments are based on differences in the nature of products sold and management organizational structures. In 2025, the Consumer Domestic, Consumer International and SPD segments represented approximately 77%, 18% and 5%, respectively, of our consolidated net sales.
Recent Developments
Global Economic Conditions and Trade Policies
We have experienced increased commodity cost volatility and economic uncertainty primarily due to changes in U.S. trade policies including ongoing reviews and modifications to tariffs and other U.S. trade measures. We continue to evaluate these evolving developments and have taken actions to mitigate their impact on our business, including taking strategic actions for certain business lines (see Strategic Business Decisions below), shifting production and relocating manufacturing operations, finding alternative sources of supply, most notably ceasing the import of substantially all Waterpik flossers and other products from China into the U.S., potentially increasing prices, adjusting inventories, lobbying and seeking exemptions with respect to tariffs. While the tariffs remain fluid, we are focused on managing these challenges. We believe our existing tariff cost exposure will be mitigated through the above-mentioned actions, future additional supply chain efforts and surgical pricing.
Strategic Business Decisions
On May 1, 2025, we announced that we would exit the Flawless, Spinbrush and Waterpik showerhead businesses. We exited these businesses by the end of 2025. These businesses generated approximately $118.0 of annual Net Sales in 2025. We recorded a pre-tax charge of $45.6 (post-tax of $34.5) in 2025 as a direct result of these actions, of which $25.0 was recorded in Cost of sales and $20.6 was recorded in SG&A. The charge was primarily recorded in the second quarter to the Consumer Domestic segment and was comprised of non-cash charges related to impairments of intangible and fixed assets, as well as charges related to inventory valuation. A reduction to the second quarter charge was recorded in the fourth quarter related to final costs to exit the Spinbrush business.
On December 9, 2025, the Company announced a definitive agreement to sell the VitaFusion and L’il Critters brands to Piping Rock Health Products, Inc. This agreement includes the VitaFusion and L’il Critters brands, relevant trademarks and licenses, and the Company's former manufacturing and distribution facilities in Vancouver and Ridgefield, Washington. The transaction closed on December 31, 2025.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
The VMS brands represented less than 5% of our 2025 net sales. As a result of this transaction, we incurred a one-time, pre-tax charge of $58.5 (post-tax of $45.6) in the fourth quarter of 2025 which is included in in Other income (expense), net in the Consolidated Statements of Income.
The decision to reposition our portfolio with these business exits enables us to devote greater focus to our portfolio’s faster growing value and premium product lines.
Share Repurchases
In May 2025, the Company entered into an accelerated share repurchase ("ASR") contract with a commercial bank to purchase Common Stock. The Company paid $300.0 to the bank, inclusive of fees, and received 2.8 million shares in May 2025 and 0.3 million shares in August 2025 at an average total share price of $95.71. The Company purchased all 3.1 million shares under the evergreen share repurchase program and used cash on hand to fund the purchase price.
In August and September 2025, the Company executed open market purchases of 3.2 million shares for $300.0, inclusive of fees, of which $170.0 was purchased under the evergreen share repurchase program and $130.0 was purchased under the 2021 Share Repurchase Program (as defined below). The shares were purchased at an average share price of $92.81 and the Company used cash on hand to fund the open market purchases.
In November and December 2025, the Company executed open market purchases of 3.6 million shares for $300.0, inclusive of fees, of which all 3.6 million shares were purchased under the 2021 Share Repurchase Program. The shares were purchased at an average share price of $83.59 and the Company used cash on hand to fund the open market purchases.
One Big Beautiful Bill Act
On July 4, 2025, President Trump signed into law the legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” and commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The legislation includes several provisions that may impact the timing and magnitude of certain tax deductions. Key provisions include the permanent extension of several key elements of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation and an immediate tax deduction for domestic research costs. The tax provisions in OBBBA did not have a material impact on our financial position and results of operations, and had a minimal benefit to operating cash flows.
Touchland Acquisition
On July 16, 2025, we completed the acquisition of Touchland Holding Corp ("Touchland"), the developer of TOUCHLAND® hand sanitizer products (the "Touchland Acquisition"). We paid $656.0, net of cash acquired, at closing and entered an agreement to pay an additional amount based on 2025 net sales thresholds which will result in a cash payment of $159.0 to be paid in the first half of 2026. In addition, the Company granted rights to Touchland’s founder to receive shares of our Common Stock valued at $50.0, with 50% of such shares vesting at each of the first and second year anniversaries of the closing. The value of Common Stock received by Touchland's founder will be recognized as a compensation expense ratably over the two-year vesting period if the individual continues to be employed by the Company. Payment of a $5.0 portion of the purchase price was deferred related to certain indemnification obligations provided by Touchland’s equityholders, which amount, to the extent not used in satisfaction of such indemnity obligations, is payable three years from the closing. The Touchland Acquisition was financed with cash on hand and is managed in the Consumer Domestic and Consumer International segments. Touchland’s annual net sales for the year ended December 31, 2024 were approximately $115.0 million.
New Credit Agreement
On July 17, 2025, the Company entered into a new unsecured revolving Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced the Company’s prior $1,500.0 unsecured revolving credit facility that was entered into on June 16, 2022. The aggregate commitments of the lenders under the Credit Agreement, as of the effective date, are $2,000.0, with an option to increase such commitments to $2,750.0 pursuant to the terms therein. The revolving credit facility matures on July 17, 2030, unless extended. The terms of the Credit Agreement are substantially the same as the terms for the credit facility entered into on June 16, 2022.
Dividend Increase
On January 28, 2026, the Board declared a 4.2% increase in the regular quarterly dividend from $0.295 to $0.3075 per share (equivalent to an annual dividend of $1.23 per share) payable to stockholders of record as of February 13, 2026. The increase raises the annualized dividend payout from $287.0 to approximately $291.0 on an annualized basis.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
2025 Financial Highlights
Key 2025 financial results include:
Net sales for the year ended December 31, 2025 grew 1.6% over 2024, with gains in Consumer Domestic and Consumer International, partially offset by lower sales in SPD due to divestitures. The 2025 gains include the benefit of recent acquisitions in Consumer Domestic and Consumer International, partially offset by the exit of product lines in all three segments, a decline in vitamin sales in Consumer Domestic and unfavorable foreign currency exchange rates in Consumer International. Excluding these items, Consumer International and SPD experienced favorable volumes and pricing/product mix, partially offset by lower price/mix in Consumer Domestic.
Gross margin decreased 100 basis points (“bps”) to 44.7% in 2025 from 45.7% in 2024, which includes costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of 50 bps and an approximate 50 basis point benefit from tariff refunds in the prior year. Excluding these items, gross margin was flat year over year with higher manufacturing costs including tariffs (net of mitigation actions) as well as labor and higher commodities of 180 bps offset by the impact of productivity programs of 160 bps, and benefits from the Touchland Acquisition of 20 bps.
Operating margin increased 410 basis points to 17.4% in 2025 from 13.3% in 2024.
o
2025 results include non-cash charges associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $45.6. In connection with the Touchland Acquisition, the Company recorded earnout costs of $19.0 and restricted stock amortization expense of $11.5 within SG&A expenses. We recorded an additional $5.8 of restricted stock amortization associated with the Hero Acquisition and system integration costs of $8.2 in SG&A Expenses.
o
The 2024 operating margin includes a non-cash charge of $357.1, 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.
o
Excluding these charges, operating margin was flat year over year.
We reported diluted net earnings per share in 2025 of $3.02, an increase of approximately 27.4% from 2024 diluted net earnings per share of $2.37.
o
Earnings per share in 2025 includes charges of $0.18 for the VMS divestiture, $0.14 for business exit related impairments, $0.08 for acquisition-related restricted stock amortization, $0.08 for Touchland Earnout adjustments, and $0.02 for ERP costs.
o
Earnings per share in 2024 includes the non-cash VMS trade name and other asset impairment charges of $1.10 per share and $0.08 for acquisition-related restricted stock amortization, partially offset by $0.11 for a favorable tariff ruling.
o
Excluding these charges diluted net earnings per share in 2025 was $3.53, a 2.6% increase compared to diluted earnings per share in 2024 of $3.44.
Cash provided by operations was $1,215.4 in 2025, a $59.2 increase from the prior year primarily driven by higher cash earnings and working capital improvement actions.
We returned $1,187.2 to stockholders in 2025 with $900.0 of share repurchases and $287.2 of cash dividends paid.
Strategic Goals, Challenges and Initiatives
Our ability to generate sales depends on consumer demand for our products and retail customers’ decisions to carry our products, which are, in part, affected by general economic conditions in our markets. While a vast majority of our products are consumer staples and less vulnerable to decreases in discretionary spending than other products, certain of our products are more likely to be affected by consumer decisions to control spending. Some retail customers have responded to economic conditions by increasing their private label offerings (primarily in the 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. In addition, an increasing portion of our product categories are being sold by club stores, dollar stores, mass merchandisers and internet-based retailers. These factors have placed downward pressure on our sales and gross margins.
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 share by continuing to invest in e-commerce (global on-line sales were 21.4% of
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
consumer sales in 2025), expand our presence and product offerings to consumers outside of the United States, continue to develop and launch new and differentiated products, pursue strategic acquisitions, maintain an offering of premium and value brand products to appeal to a wide range of consumers. Finally we will continue to focus on core growth and have recently announced long-term targets to accelerate our core growth by (1) increasing Arm & Hammer from a $2 billion brand to a $3 billion brand, (2) driving global oral care expansion from $1 billion to $1.5 billion behind TheraBreath, and (3) investing in our international businesses with a focus on M&A to grow from $1 billion to $2 billion.
Our global product portfolio consists of both premium (66% of total worldwide consumer revenue in 2025) and value (34% of total worldwide consumer revenue in 2025) brands, which we believe enables us to succeed in a range of economic environments. We intend to continue to develop a portfolio of appealing new products to build loyalty among cost-conscious consumers. We derive a substantial percentage of our revenues from sales of liquid laundry detergent. We continue to evaluate and vigorously address pressures on this business through, among other things, new product introductions and increased marketing and trade spending.
Over the past two two decades, we have diversified from an almost exclusively U.S. business to a global company with approximately 18% of sales derived from countries outside of the United States in 2025, and we believe ongoing international expansion represents a significant opportunity to grow our business. We have subsidiary operations in eight countries (Canada, Mexico, U.K., France, Germany, China, Australia, and Japan). We also export products to over 100 other countries through our Global Markets Group using a broad network of third-party distributors. In 2025, we benefited from our expanded global footprint and expect to continue to focus on selectively expanding our global business.
We also continue to focus on controlling our costs. Historically, we have been able to mitigate the effects of cost increases including tariffs primarily by implementing cost reduction programs and, to a lesser extent, by passing along cost increases to customers. We have also entered into set pricing and pre-buying arrangements with certain suppliers and hedge agreements for diesel fuel and other commodities. Additionally, our focus on tight cost controls has enabled us to effectively navigate challenging economic conditions. However, the current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, including tariffs imposed by other countries in response to or in anticipation of U.S. tariffs, have resulted in uncertainty regarding the global economy and with respect to our operations and costs.
The identification and integration of strategic acquisitions is an important component of our overall strategy and product category diversification. Acquisitions have added significantly to our sales, profits and product category diversification over the last decade. This is evidenced by our 2015 acquisition of certain assets of Varied Industries Corporation, 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, the 2022 acquisition of the HERO brand which includes the MIGHTY PATCH acne treatment products, the 2024 acquisition of Graphico, Inc. (the “Graphico Acquisition”), a Japan-based distributor, and the 2025 acquisition of TOUCHLAND® hand sanitizers. We actively seek acquisitions that fit our guidelines, and our strong financial position provides us with flexibility to take advantage of acquisition opportunities. In addition, our ability to quickly integrate acquisitions and leverage existing infrastructure has enabled us to establish a strong track record in making accretive acquisitions. Since 2001, we have acquired six of our seven “power brands.”
We believe we are well positioned to meet the ongoing challenges described above due to our strong financial condition, experience operating in challenging environments, talented and dedicated employees and continued focus on key strategic initiatives. 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. This focus, together with the strength of our portfolio of premium and value brands, has enabled us to succeed in a range of economic environments. Moreover, the generation of a significant amount of cash from operations 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. These factors position us to continue to increase stockholder value over the long-term.
For information regarding risks and uncertainties that could materially adversely affect our business, results of operations and financial condition and cash flows, see “Risk Factors” in Item 1A of this Annual Report.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (US GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. By their nature, these judgments are subject to uncertainty. They are based on our historical experience, our observation of trends in industry, information provided by our customers and information available from other outside sources, as appropriate. Our significant accounting policies and estimates are described below.
Revenue Recognition and Promotional and Sales Return Reserves
Virtually all of our revenue represents sales of finished goods inventory and is recognized when received or picked up by our customers. The reserves for consumer and trade promotion liabilities and sales returns are established based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Promotional reserves are provided for sales incentives, such as coupons to consumers, and sales incentives provided to customers (such as slotting, cooperative advertising, incentive discounts based on volume of sales and other arrangements made directly with customers). All such costs are netted against sales. Slotting costs are recorded when the product is delivered to the customer. Cooperative advertising costs are recorded when the customer places the advertisement for our products. Discounts relating to price reduction arrangements and coupons are recorded when the related sale takes place. Costs associated with end-aisle or other in-store displays are recorded when product that is subject to the promotion is sold. We rely on historical experience and forecasted data to determine the required reserves. With regard to promotional reserves and sales returns, we use experience-based estimates, customer and sales organization inputs and historical trend analysis in arriving at the reserves required. 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 $12.8.
Impairment of Goodwill, Trade Names and Other Intangible Assets
The Company has intangible assets of substantial value on its consolidated balance sheet. Intangible assets relate to intangible assets with a useful life, indefinite-lived trade names and goodwill. The Company determines whether an intangible asset (other than goodwill) has a useful life based on multiple factors, including how long the Company intends to generate cash flows from the asset.
Intangible assets with a useful life are assessed for impairment when there are business triggering events. Carrying values of goodwill and indefinite-lived trade names are reviewed at least annually for possible impairment.
Our impairment analysis is based on a discounted cash flow approach that requires significant judgment with respect to unit volume, revenue and expense growth rates, and the selection of an appropriate discount rate and royalty rate. Management uses estimates based on expected trends in making these assumptions. With respect to goodwill, impairment occurs when the carrying value of the reporting unit exceeds the discounted present value of cash flows for that reporting unit. 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 value of the asset. Fair value for indefinite-lived intangible assets is estimated based on a "relief from royalty" or "excess earnings" discounted cash flow method, which contains numerous variables that are subject to change as business conditions change, and therefore could impact fair values in the future. Judgment is required in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological change, distribution losses, or competitive activities and acts by governments and courts may indicate that an asset has become impaired.
The result of our annual goodwill impairment test determined that the estimated fair value substantially exceeded the carrying values of all reporting units. 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, 2025, exceeded their respective carrying values based upon the forecasted cash flows and profitability, with the exception of our VMS business described below.
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 long-term strategy and financial outlook of the business. The revised financial outlook reflected 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. The assets supporting the VMS business included the VITAFUSION and L'IL CRITTERS indefinite-lived trade name, a definite-lived customer relationship intangible asset and PP&E specific to our VMS business.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
We used an excess earnings discounted cash flow model to determine the fair value of the trade name. The assumptions used in the model required significant judgement in determining the expected future cash flows. The key assumptions utilized in our impairment analysis included, but were not limited to, net sales growth rates between -15.2% and 2.1%, EBITA margins in the low single digits, and a discount rate of 8.25%. Estimates were based on market conditions and management’s current expectation of the success of growth and profitability initiatives. The valuation resulted in a full impairment of the $281.3 trade name and a $15.8 impairment for the remaining carrying value of the customer relationship intangible asset. The remaining carry value of both the trade name and customer relationship intangible asset at December 31, 2024 is $0.0. The VMS business was sold in December 2025.
Our global WATERPIK business is experiencing customer distribution losses and a decline in consumer demand, mainly due to lower consumer spending and more customers choosing value brands amid inflation. This has reduced sales, profits, and expected cash flows, eroding much of the excess fair value over carrying value for the WATERPIK trade name. As of October 1, 2025, the trade name’s carrying value was $644.7, with fair value at 117% of carrying value, down from 135% in 2024, reflecting falling sales, rising competition, business exits, and margin pressure from higher costs and tariffs. Our impairment analysis used an 8.0% discount rate, projected mid-single- to low double-digit revenue growth, and EBITA margins around 25%, based on current market trends and cost-lowering initiatives. Further declines in performance or adverse changes could trigger an impairment charge for the WATERPIK trade name.
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 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. A future impairment charge for goodwill or intangible assets could have a material effect on our consolidated financial position or results of operations.
Income and other Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. Management provides a valuation allowance against deferred tax assets for amounts which are not considered “more likely than not” to be realized. We record liabilities for potential assessments in various tax jurisdictions under U.S. GAAP guidelines. The liabilities relate to tax return positions that, although supportable by us, may be challenged by the tax authorities and do not meet the minimum recognition threshold required under applicable accounting guidance for the related tax benefit to be recognized on the income statement. We adjust this liability due to changes in tax legislation, interpretations of laws by courts, guidance and rulings issued by tax authorities, changes in estimates and the expiration of the statute of limitations. Many of the judgments involved in adjusting the liability involve assumptions and estimates that are highly uncertain and subject to change. 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. Conversely, favorable resolution of an issue with a taxing authority would be recognized as a reduction to our annual effective tax rate. The Company elected to record the payment of excise tax associated with Treasury Stock purchases in the financing section of the cash flow in accordance with ASC 230.
New Accounting Pronouncements
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, 2025.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
The discussion of consolidated results of operations presented below is followed by a more detailed discussion of results of operations by segment. This section of this Form 10-K generally discusses 2025 and 2024 results and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 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, 2024. The segment discussion also addresses certain product line information. Our operating segments are consistent with our reportable segments.
The consolidated results of operations presented below include the VitaFusion and L’il Critters brands which were sold to Piping Rock Health Products, Inc. on December 31, 2025.
Consolidated results
2025 compared to 2024
| Twelve Months Ended | Change vs. | Twelve Months Ended | |||||||
| December 31, 2025 | Prior Year | December 31, 2024 | |||||||
| Net Sales | $ | 6,203.2 | 1.6% | $ | 6,107.1 | ||||
| Gross Profit | $ | 2,774.8 | -0.5% | $ | 2,790.1 | ||||
| Gross Margin | 44.7 | % | -100 basis points | 45.7 | % | ||||
| Marketing Expenses | $ | 708.9 | 1.5% | $ | 698.1 | ||||
| Percent of Net Sales | 11.4 | % | 0 basis points | 11.4 | % | ||||
| Selling, General & Administrative Expenses | $ | 988.3 | 6.5% | $ | 927.8 | ||||
| Percent of Net Sales | 15.9 | % | 70 basis points | 15.2 | % | ||||
| VMS Trade name and other asset impairments | $ | 0.0 | 100.0% | $ | 357.1 | ||||
| Percent of Net Sales | 0.0 | % | -580 basis points | 5.8 | % | ||||
| Income from Operations | $ | 1,077.6 | 33.5% | $ | 807.1 | ||||
| Operating Margin | 17.4 | % | 410 basis points | 13.3 | % | ||||
| Net income per share - Diluted | $ | 3.02 | 27.4% | $ | 2.37 |
Net Sales
Net sales for the year ended December 31, 2025 were $6,203.2, an increase of $96.1, or 1.6% compared to 2024 net sales. The components of the net sales increase are as follows:
| Net Sales - Consolidated | December 31, 2025 | ||
| Product volumes sold(1) | 0.8 | % | |
| Pricing/Product mix(2) | (0.1 | %) | |
| Exit of product lines(3) | (1.0 | %) | |
| Acquisitions(4) | 1.9 | % | |
| Net Sales increase | 1.6 | % |
(1)
The volume change reflects increased product unit sales in the Consumer International and SPD segments. Volumes were also impacted by a decline in the vitamin business which was sold on December 31, 2025.
(2)
Price/mix was unfavorable in the Consumer Domestic segment, partially offset by the SPD and Consumer International segments.
(3)
In the second quarter of 2025, we announced that we would exit the Flawless, Spinbrush, and Waterpik showerheads businesses. In the first quarter of 2024, we exited the MEGALAC supplement portion of the SPD Animal Nutrition business. In the second quarter of 2024 we sold the Passport food safety business.
(4)
In the third quarter of 2025, we completed the acquisition of Touchland. In the second quarter of 2024 we acquired substantially all of Graphico, Inc.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Gross Profit
Our gross profit for 2025 was $2,774.8, a $15.3 decrease compared to 2024. Gross margin was 44.7% in 2025 compared to 45.7% in 2024, a 100 basis points (“bps”) decrease. The decline in gross margin was due primarily to costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of 50 bps and tariff refunds in the prior year of 50 bps. Excluding these items, gross margin was flat compared to the prior year as the impact of higher manufacturing costs of 180 bps (including labor, commodities and tariffs, net of tariff mitigation actions) was offset by the impact of productivity programs of 160 bps, and benefits from the Touchland Acquisition of 20 bps.
Operating Costs
Marketing expenses for 2025 were $708.9, an increase of $10.8 compared to 2024. Marketing expenses as a percentage of net sales was 11.4% in 2025 and 2024. Marketing as a percentage of net sales was flat compared to 2024, as 20 bps on higher expense as we invest in our brands to drive market share growth and support new products was offset by 20 bps of leverage on higher net sales.
SG&A expenses for 2025 were $988.3, an increase of $60.5 compared to 2024. SG&A as a percentage of net sales increased 70 bps to 15.9% in 2025 compared to 15.2% in 2024. The increase is due to 100 bps on higher expenses, primarily due to non-cash asset impairment costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $20.6 and costs associated with the Touchland acquisition of $30.5, offset by 30 bps of leverage associated with higher sales.
Nonoperating Expenses
VMS trade name and other asset impairment charges were $357.1 in 2024 related to non-cash charges to reduce the carrying value of intangible assets and property, plant, and equipment related to the VMS business. The impairment was due to a continued decline in market share and a deterioration in the financial performance for the VMS business, which included the VITAFUSION and L'IL CRITTERS trade name, primarily due to significant product competition coming from new category entrants, including private label. See Note 8, “Goodwill and Other Intangibles, Net” to the Consolidated Financial Statements included herein for additional information.
Interest income was $23.5 in 2025, a decrease of $2.8 as compared to 2024, due to lower interest income associated with slightly lower average cash balances.
Interest expense in 2025 was $95.2, a nominal increase of $0.2 as our debt outstanding was consistent year over year.
Other expense was $56.9 in 2025 as compared to other income of $8.8 in 2024. The expense in 2025 was primarily due to the VMS divestiture which resulted in a one-time, pre-tax charge of $58.5 in the fourth quarter of 2025 which included non-cash charges, and transition and transaction costs. Other income of $8.8 in 2024 was primarily due to the sale of our 50% interest in Armakleen to our joint venture partner.
Taxation
The 2025 effective income tax rate was 23.0% compared to 22.6% in 2024. The increase in the rate is primarily due to lower stock option benefits.
Segment results for 2025, 2024 and 2023
We operate three reportable segments: Consumer Domestic, Consumer International and SPD. These segments are determined based on differences in the nature of products and organizational and ownership structures.
| Segment | Products / Other |
| Consumer Domestic | Household and personal care products |
| Consumer International | Primarily personal care products |
| SPD | Specialty Products |
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Segment net sales and income from operations for each of the three years ended December 31, 2025, 2024 and 2023 were as follows:
| Consumer | Consumer | ||||||||||||||
| Domestic | International | SPD | Total | ||||||||||||
| Net Sales | |||||||||||||||
| 2025 | $ | 4,774.8 | $ | 1,129.4 | $ | 299.0 | $ | 6,203.2 | |||||||
| 2024 | 4,732.3 | 1,071.5 | 303.3 | 6,107.1 | |||||||||||
| 2023 | 4,571.2 | 975.7 | 321.0 | 5,867.9 | |||||||||||
| Income from Operations | |||||||||||||||
| 2025**(1)** | $ | 920.8 | $ | 116.2 | $ | 40.6 | $ | 1,077.6 | |||||||
| 2024**(2)** | 684.9 | 83.1 | 39.1 | 807.1 | |||||||||||
| 2023 | 929.7 | 104.2 | 23.5 | 1,057.4 |
(1)
2025 results include non-cash charges associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $45.6 of which $25.0 was recorded in Cost of Goods Sold and $20.6 was recorded in SG&A expenses. In connection with the Touchland Acquisition, the Company recorded earnout costs of $19.0 and restricted stock amortization expense of $11.5 within SG&A expenses. We recorded $5.8 of restricted stock amortization associated with the Hero Acquisition and system integration costs of $8.2 in SG&A Expenses. The above-mentioned costs were primarily recorded in the Consumer Domestic Segment.
(2)
2024 results include the VMS non-cash intangible and PP&E impairment charges of $357.1 in SG&A expenses, of which $327.4 was recorded in the Consumer Domestic segment and $29.7 was recorded in the Consumer International segment.
Product line revenues for external customers for the years ended December 31, 2025, 2024 and 2023 were as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Household Products | $ | 2,556.9 | $ | 2,584.3 | $ | 2,484.1 | ||||||
| Personal Care Products | 2,217.9 | 2,148.0 | 2,087.1 | |||||||||
| Total Consumer Domestic | 4,774.8 | 4,732.3 | 4,571.2 | |||||||||
| Total Consumer International | 1,129.4 | 1,071.5 | 975.7 | |||||||||
| Total SPD | 299.0 | 303.3 | 321.0 | |||||||||
| Total Consolidated Net Sales | $ | 6,203.2 | $ | 6,107.1 | $ | 5,867.9 |
Household Products include deodorizing, cleaning and laundry products. Personal Care Products include condoms, pregnancy kits, oral care products, skin care products, hair care products and gummy dietary supplements.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Consumer Domestic
2025 compared to 2024
Consumer Domestic net sales in 2025 were $4,774.8, an increase of $42.5 or 0.9% compared to net sales of $4,732.3 in 2024. The components of the net sales change are the following:
| Net Sales - Consumer Domestic | December 31, 2025 | ||
| Product volumes sold | 0.0 | % | |
| Pricing/Product mix | (0.5 | %) | |
| Acquisitions(1) | 2.2 | % | |
| Exit of product lines(2) | (0.8 | %) | |
| Net Sales increase | 0.9 | % |
(1)
The Touchland acquisition is included in our results since July 16, 2025, the date of acquisition.
(2)
In the second quarter of 2025, we announced that we would exit the Flawless, Spinbrush, and Waterpik showerheads businesses.
The increase in net sales for 2025 reflects the impact of the Touchland® Acquisition and growth from THERABREATH® mouth wash, HERO® acne treatment products, ARM & HAMMER® liquid detergent, ARM & HAMMER® detergent sheets, and ARM & HAMMER® scent boosters, partially offset by declines in VITAFUSION® and L’IL CRITTERS® gummy vitamins, OXICLEAN® stain removers, WATERPIK® Oral Care and FINISHING TOUCH FLAWLESS® hair removal products.
Consumer Domestic income from operations for 2025 was $920.8, a $235.9 increase as compared to 2024. Income from operations was impacted for the year ended 2025 by non-cash charges associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $45.6 and transaction-related costs of $30.5 relating to the Touchland Acquisition. Income from operations was impacted for the year ended 2024 by the VMS non-cash intangible and PP&E impairment charges of $327.4. Excluding these non-cash charges, Consumer Domestic income from operations decreased by $15.4 driven by higher manufacturing and distribution expenses of $130.3, and unfavorable price/mix of $24.8, partially offset by the benefit of productivity programs of $89.1, higher sales volumes of $39.5, lower marketing expenses of $5.8, and lower SG&A expenses of $5.3.
Consumer International
2025 compared to 2024
Consumer International net sales in 2025 were $1,129.4, an increase of $57.9 or 5.4% as compared to 2024. The components of the net sales change are the following:
| Net Sales - Consumer International | December 31, 2025 | ||
| Product volumes sold | 4.9 | % | |
| Pricing/Product mix | 0.6 | % | |
| Foreign exchange rate fluctuations | (0.2 | %) | |
| Exit of product lines(1) | (0.9 | %) | |
| Acquisitions(2) | 1.0 | % | |
| Net Sales increase | 5.4 | % |
(1)
In the second quarter of 2025, we announced that we would exit the Flawless, Spinbrush, and Waterpik showerheads businesses.
(2)
The Touchland acquisition has been included in our results since July 16, 2025, the date of acquisition. The Graphico Acquisition has been included in our results since June 1, 2024, the date of acquisition.
Excluding the impact of foreign exchange rates and the Touchland and Graphico acquisitions, the increase in net sales for the year ended December 31, 2025, was driven by HERO® acne treatment products in Canada, GMG, Germany, UK, France, Australia, and Mexico, THERABREATH® mouth wash in GMG, Canada, Mexico, and Australia, FEMFRESH in GMG, and ARM & HAMMER® Baking Soda in GMG.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Consumer International income from operations was $116.2 in 2025, an increase of $33.1 compared to 2024. Income from operations was impacted for the year ended 2025 by the non-cash charges associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $3.8 and in the year ended 2024 by the VMS non-cash intangible and PP&E impairment charges of $29.7. Excluding the non-cash impairment charges, Consumer International income from operations increased $7.2 and was driven by higher sales volumes of $19.1, favorable price/mix of $17.0, and lower manufacturing and commodity costs of $6.3, partially offset by higher SG&A expenses of $16.8, higher marketing expenses of $15.6, and unfavorable foreign exchange rates of $2.8.
Specialty Products
2025 compared to 2024
SPD net sales were $299.0 for 2025, a decrease of $4.3, or 1.4% compared to 2024. The components of the net sales change are the following:
| Net Sales - SPD | December 31, 2025 | ||
| Product volumes sold | 0.3 | % | |
| Pricing/Product mix | 2.3 | % | |
| Foreign exchange rate fluctuations | 0.3 | % | |
| Exit of product lines (1) | (4.3 | %) | |
| Net Sales decrease | (1.4 | %) |
(1) We exited the MEGALAC supplement portion of the Animal Nutrition business in the first quarter of 2024 and sold the Passport food safety business in the second quarter of 2024.
Net sales excluding product line divestitures increased in the year ended December 31, 2025 primarily due to growth in our sodium bicarbonate and animal nutrition businesses.
SPD income from operations was $40.6 in 2025, an increase of $1.5 compared to 2024. The increase in income from operations for 2025 is due to favorable price/mix of $6.5, and lower SG&A costs of $3.5, partially offset by unfavorable manufacturing costs of $6.2, lower sales volumes of $1.5, and higher marketing expenses of $0.8.
Equity in Earnings of Affiliates
Equity in earnings of affiliates represents the results of Armand for the three years ended 2025, 2024, and 2023 and ArmaKleen for the two years ended 2024 and 2023. In October 2024, the Company sold its 50% interest in ArmaKleen to our joint venture partner.
Liquidity and Capital Resources
On July 17, 2025, the Company entered into a new unsecured revolving Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced the Company’s prior $1,500.0 unsecured revolving credit facility that was entered into on June 16, 2022. The aggregate commitments of the lenders under the Credit Agreement, as of the effective date, are $2,000.0, with an option to increase such commitments to $2,750.0 pursuant to the terms therein. The revolving credit facility matures on July 17, 2030, unless extended. Borrowings under the Credit Agreement are available for general corporate purposes and are used to support our $2,000.0 commercial paper program.
As of December 31, 2025, we had $409.0 in cash and cash equivalents, and approximately $1,993.0 available through the Revolving Credit Facility and our commercial paper program. To preserve our liquidity, we invest cash primarily in government money market funds, prime money market funds, short-term commercial paper and short-term bank deposits.
On October 31, 2022, we issued $500.0 aggregate principal amount of 5.60% Senior Notes due 2032 (the “2032 Notes”). The proceeds from the sale of the 2032 Notes were used to repay commercial paper debt incurred to finance the Hero Acquisition, and related fees and expenses. The 2032 Notes will mature on November 15, 2032, unless earlier retired or redeemed pursuant to the terms of the supplemental indenture governing the terms of the 2032 Notes.
On June 2, 2022, we issued $500.0 aggregate principal amount of 5.00% Senior Notes due 2052 (the “2052 Notes”). In July 2022 a portion of the proceeds from the sale of the 2052 Notes were used to repay all of our outstanding $300.0 2.45% Senior Notes due August 1, 2022. The 2052 Notes will mature on June 15, 2052, unless earlier retired or redeemed pursuant to the terms of the supplemental indenture governing the terms of the 2052 Notes.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
On December 22, 2021, we entered into a $400.0 unsecured term loan facility (as amended on June 16, 2022, the “Term Loan Facility”) with various banks. The loan under the Term Loan Facility (the “Term Loan”) was fully drawn at closing. The Term Loan was due on December 22, 2024. The interest rate was the Secured Overnight Financing Rate (“SOFR”) plus a spread and an applicable margin based on the Company’s credit rating, which can range from 60 basis points to 125 bps. The proceeds of the Term Loan were used to partially fund the TheraBreath Acquisition, with the remaining proceeds used for the repayment of commercial paper. In 2023, we repaid $200.0 of the Term Loan with cash on hand and commercial paper borrowings. In the first quarter of 2024, we repaid the remaining $200.0 of the Term Loan with cash on hand.
Additionally, we financed the TheraBreath Acquisition with a portion of the proceeds from an underwritten public offering of $400.0 aggregate principal amount of 2.3% Senior Notes due 2031 (the “2031 Notes”) completed on December 10, 2021. The 2031 Notes will mature on December 15, 2031, unless earlier retired or redeemed pursuant to the terms of the supplemental indenture governing the terms of the 2031 Notes.
We financed the Waterpik Acquisition with a portion of the proceeds from an underwritten public offering of $1,425.0 aggregate principal amount of Senior Notes completed on July 25, 2017, consisting of $300.0 aggregate principal amount of Floating Rate Senior Notes that were due in 2019 and have been fully repaid, $300.0 aggregate principal amount of 2.45% Senior Notes that were due in 2022 and have been fully repaid, $425.0 aggregate principal amount of 3.15% Senior Notes due 2027 and $400.0 aggregate principal amount of 3.95% Senior Notes due 2047.
In 2015, we initiated a Supply Chain Finance program (“SCF Program”). Under the SCF Program, qualifying suppliers may elect to sell their receivables from us for early payment. Participating suppliers negotiate their receivables sales arrangements directly with a third party. We are not party to those agreements and do not have an economic interest in the supplier’s decision to sell their receivables. The SCF Program may allow suppliers more favorable terms than they could secure on their own. The terms of our payment obligations are not impacted by a supplier’s participation in the SCF Program. Our payment terms with suppliers are consistent between suppliers that elect to participate in the SCF Program and those that do not participate. As a result, the program does not have an impact to our average days outstanding.
All amounts outstanding to suppliers participating in the SCF Program are recorded within Accounts Payable in our Consolidated Balance Sheets, and the associated payments are included in operating activities within our Consolidated Statements of Cash Flows.
The current economic environment presents risks that could have adverse consequences for our liquidity. See the discussion of this and other risks under “Risk Factors” in Item 1A of this Annual Report. We continue to manage all aspects of our business including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth. We do not anticipate that current economic conditions will adversely affect our ability to comply with the financial covenant in the Credit Agreement because we currently are, and anticipate that we will continue to be, in compliance with the maximum leverage ratio requirement under the Credit Agreement.
On October 28, 2021, the Board authorized the Company’s share repurchase program, under which we 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.
As a result of our stock repurchases, there remains $228.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2025.
The 2021 Share Repurchase Program did not modify our evergreen share repurchase program, authorized by the Board on January 29, 2014, under which we may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under our incentive plans.
In May 2025, we entered into an accelerated share repurchase ("ASR") contract with a commercial bank to purchase Common Stock. We paid $300.0 to the bank, inclusive of fees, and received 2.8 million shares in May 2025 and 0.3 million shares in August 2025 at an average total share price of $95.71. We purchased all 3.1 million shares under the evergreen share repurchase program and used cash on hand to fund the purchase price.
In August and September 2025, we executed open market purchases of 3.2 million shares for $300.0, inclusive of fees, of which $170.0 was purchased under the evergreen share repurchase program and $130.0 was purchased under the 2021 Share Repurchase Program. The shares were purchased at an average share price of $92.81 and we used cash on hand to fund the open market purchases.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
In November and December 2025, we executed open market purchases of 3.6 million shares for $300.0, inclusive of fees, of which all 3.6 million shares were purchased under the 2021 Share Repurchase Program. The shares were purchased at an average share price of $83.59 and the Company used cash on hand to fund the open market purchases.
On January 28, 2026, the Board declared a 4.2% increase in the regular quarterly dividend from $0.295 to $0.3075 per share (equivalent to an annual dividend of $1.23 per share) payable to stockholders of record as of February 13, 2026. The increase raises the annualized dividend payout from $287.0 to approximately $291.0 on an annualized basis.
We anticipate that our cash from operations, together with our current borrowing capacity, will be sufficient to fund our share repurchase programs to the extent implemented by management, pay debt and interest as it comes due, pay dividends at the latest approved rate, and meet our capital expenditure program costs, which are expected to be approximately $130.0 in 2026 including manufacturing capacity investments for TheraBreath and Sterimar and an ERP project. Cash, together with our current borrowing capacity, may be used for acquisitions that would complement our existing product lines or geographic markets.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Cash Flow Analysis
| Year Ended | |||||||||||
| December 31, | December 31, | December 31, | |||||||||
| 2025 | 2024 | 2023 | |||||||||
| Net cash provided by operating activities | $ | 1,215.4 | $ | 1,156.2 | $ | 1,030.6 | |||||
| Net cash used in investing activities | $ | (616.9 | ) | $ | (183.3 | ) | $ | (234.3 | ) | ||
| Net cash used in financing activities | $ | (1,162.4 | ) | $ | (343.4 | ) | $ | (725.6 | ) |
2025 compared to 2024
Net Cash Provided by Operating Activities – Our primary source of liquidity is our cash flow provided by operating activities, which is dependent on the level of net income and changes in working capital. Our net cash provided by operating activities in 2025 increased by $59.2 to $1,215.4 as compared to $1,156.2 in 2024 due to an increase in cash earnings (net income adjusted for non-cash items) including a benefit related to the OBBBA, and a decrease in working capital. We measure working capital effectiveness based on our cash conversion cycle. The following table presents our cash conversion cycle information for the years ended December 31, 2025 and 2024:
| As of | |||||||||||
| December 31, 2025 | December 31, 2024 | Change | |||||||||
| Days of sales outstanding in accounts receivable ("DSO") | 35 | 34 | 1 | ||||||||
| Days of inventory outstanding ("DIO") | 62 | 67 | (5 | ) | |||||||
| Days of accounts payable outstanding ("DPO") | 77 | 73 | (4 | ) | |||||||
| Cash conversion cycle | 20 | 28 | (8 | ) |
Our cash conversion cycle (defined as the sum of DSO plus DIO less DPO) at December 31, 2025, which is calculated using a two period average method, decreased eight days from the prior year. The decrease in DIO is primarily due to a greater focus on inventory management in a volatile environment. The increase in DPO is primarily from higher average accounts payable balances from extending payment terms with some vendors. We continue to focus on reducing our working capital requirements.
Net Cash Used in Investing Activities – Net cash used in investing activities during 2025 was $616.9, primarily reflecting property, plant and equipment additions of $122.4 and $656.0 for the Touchland Acquisition, partially offset by $160.3 of proceeds from the VMS Divestiture. Net cash used in investing activities during 2024 was $183.3, primarily reflecting property, plant and equipment additions of $179.8 and $19.9 for the Graphico Acquisition, partially offset by $14.0 of proceeds from the sale of assets (including the ArmaKleen joint venture).
Net Cash Used in Financing Activities – Net cash used in financing activities during the twelve months of 2025 was $1,162.4, reflecting $900.0 of treasury stock purchases and $287.2 of cash dividend payments, partially offset by $35.6 of proceeds from stock option exercises. Net cash used in financing activities during the twelve months of 2024 was $343.4, reflecting $208.2 of net debt payments and $277.0 of cash dividend payments, partially offset by $142.9 of proceeds from stock option exercises.
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
OTHER ITEMS
Market risk
Concentration of Risk
A group of four customers accounted for approximately 44%, 43% and 44% of consolidated net sales in 2025, 2024 and 2023, respectively, of which a single customer (Walmart Inc. and its affiliates) accounted for approximately 23%, 23%, and 23% in 2025, 2024 and 2023, respectively.
Interest Rate Risk
We had outstanding total debt at December 31, 2025, of $2,205.1, net of debt issuance costs, all of which has a fixed weighted average interest rate of 4.1%. 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 rate associated with anticipated issuances of debt.
Other Market Risks
We are also subject to market risks relating to our diesel and other commodity costs, fluctuations in foreign currency exchange rates, and changes in the market price of our Common Stock. Refer to Note 3 to the Consolidated Financial Statements included in this Annual Report for a discussion of these market risks and the derivatives used to manage the risks associated with changing diesel fuel and other commodity prices, foreign exchange rates and the price of our Common Stock.
I****TEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information appears under the heading “Market Risk” in the “Management’s Discussion and Analysis” section. Refer to page 50 of this Annual Report.
I****TEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Church & Dwight Co., Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that as of December 31, 2025, the Company’s internal control over financial reporting was effective.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s internal control over financial reporting. 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 52 and 55 of this Annual Report on Form 10-K.
| /s/ Richard A. Dierker | /s/ Lee B. McChesney | |
| Richard A. Dierker | Lee B. McChesney | |
| President and Chief Executive Officer | Executive Vice President | |
| and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
| February 12, 2026 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Church & Dwight Co., Inc.
Ewing, New Jersey
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, 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 12, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Trade Names and Other Intangibles, Net –Waterpik — Refer to Notes 1 and 8 to the Financial Statements
Critical Audit Matter Description
The Company owns trade names that are considered to have indefinite lives. These trade names are required to be measured periodically for impairment.
The Company’s global WATERPIK business is experiencing customer distribution losses and a decline in consumer demand, mainly due to lower consumer spending and more customers choosing value brands amid inflation. This has reduced sales, profits, and expected cash flows, eroding much of the excess fair value over carrying value for the WATERPIK trade name. The carrying value of the WATERPIK trade name is $644.7 million and the fair value represented 117% of the carrying value as of October 1, 2025.
Management estimates the fair value of the trade name based on an “excess earnings” discounted cash flow method. The determination of fair value requires management to make significant estimates and assumptions related to future performance, such as
revenue growth rates, EBITA margin, as well as the selection of appropriate valuation assumptions, such as a discount rate. Changes in these assumptions could have a significant impact on the fair value of the trade name, leading to an impairment or a change in an identified impairment.
Given the significant judgments made by management to estimate the trade name's fair value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the revenue growth rates, EBITA margin, and the selection of a discount rate involved a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the determination of revenue growth rates, EBITA margin, and the selection of a discount rate for the trade name included the following, among others:
We tested the effectiveness of controls over the account balance, including those over the revenue growth rates, EBITA margin, and the selection of a discount rate.
We evaluated management’s ability to accurately forecast revenue growth and EBITA margin by comparing actual performance to management’s historical forecasts.
We evaluated the reasonableness of management’s forecasted revenue growth and EBITA margin by comparing the forecasts to:
- Historical performance.
- Internal communications to management and the Board of Directors.
- Forecasted information included in analyst and industry reports for the Company and certain of its peer companies.
With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:
- Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.
- Developing a range of independent estimates and comparing those to the discount rate selected by management.
Acquisitions – Touchland – Refer to Note 6 to the Financial Statements
Critical Audit Matter Description
The Company completed the acquisition of Touchland Holding Corp ("Touchland"), the developer of TOUCHLAND® hand sanitizer products (the "Touchland Acquisition"). The Company paid $656.0 million, net of cash acquired, at closing and entered an agreement to pay an additional amount based on 2025 net sales thresholds which will result in a cash payment of $159.0 million to be paid in the first half of 2026. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including a trade name of $730.0 million and business acquisition liabilities of $140.0 million as of the acquisition date. The trade name and customer relationship intangible assets were valued using a discounted cash flow model. Business acquisition liabilities were valued using a Monte Carlo simulation model. The fair value determination of the trade name and business acquisition liabilities required management to make significant estimates and assumptions related to future revenue, cash flows, and the selection of a discount rate.
Given that the fair value determination of the trade name and the business acquisition liabilities require management to make significant estimates and assumptions related to the forecasts of future revenue, cash flows, and the selection of a discount rate, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgement and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecast of future revenue and cash flows for the valuation of the trade name and the business acquisition liabilities, as well as the selection of the associated discount rate, included the following, among others:
We tested the effectiveness of controls over the valuation of the trade name and business acquisition liabilities, including management’s controls over forecasts of future revenue and cash flows and selection of a discount rate.
We assessed the reasonableness of management’s forecasts of future revenue and cash flows by comparing the projections to:
- Historical performance.
- Internal communications to management and the Board of Directors.
- Forecasted information included in analyst and industry reports for the Company and certain of its peer companies.
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies and discount rate by:
- Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation.
- Developing a range of independent estimates and comparing those to the discount rate selected by management.
/s/ DELOITTE & TOUCHE LLP
Morristown, NJ
February 12, 2026
We have served as the Company's auditor since 1968.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Church & Dwight Co., Inc.
Ewing, New Jersey
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, 2025, 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, 2025, 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, 2025, of the Company and our report dated February 12, 2026, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Morristown, NJ
February 12, 2026
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOL****IDATED STATEMENTS OF INCOME
(In millions, except per share data)
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2023 | |||||||||
| Net Sales | $ | 6,203.2 | $ | 6,107.1 | $ | 5,867.9 | |||||
| Cost of sales | 3,428.4 | 3,317.0 | 3,279.4 | ||||||||
| Gross Profit | 2,774.8 | 2,790.1 | 2,588.5 | ||||||||
| Marketing expenses | 708.9 | 698.1 | 641.3 | ||||||||
| Selling, general and administrative expenses | 988.3 | 927.8 | 889.8 | ||||||||
| VMS Trade name and other asset impairments | 0.0 | 357.1 | 0.0 | ||||||||
| Income from Operations | 1,077.6 | 807.1 | 1,057.4 | ||||||||
| Equity in earnings of affiliates | 7.9 | 9.1 | 8.7 | ||||||||
| Interest income | 23.5 | 26.3 | 13.0 | ||||||||
| Interest expense | **(**95.2 | ) | (95.0 | ) | (110.9 | ) | |||||
| Other income (expense), net | **(**56.9 | ) | 8.8 | (0.8 | ) | ||||||
| Income before Income Taxes | 956.9 | 756.3 | 967.4 | ||||||||
| Income taxes | 220.1 | 171.0 | 211.8 | ||||||||
| Net Income | $ | 736.8 | $ | 585.3 | $ | 755.6 | |||||
| Weighted average shares outstanding - Basic | 242.7 | 244.4 | 244.9 | ||||||||
| Weighted average shares outstanding - Diluted | 244.3 | 246.9 | 247.6 | ||||||||
| Net income per share - Basic | $ | 3.04 | $ | 2.39 | $ | 3.09 | |||||
| Net income per share - Diluted | $ | 3.02 | $ | 2.37 | $ | 3.05 | |||||
| Cash dividends per share | $ | 1.18 | $ | 1.13 | $ | 1.09 |
CONSOLIDATED STATEMEN****TS OF COMPREHENSIVE INCOME
(In millions)
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2023 | |||||||||
| Net Income | $ | 736.8 | $ | 585.3 | $ | 755.6 | |||||
| Other comprehensive income, net of tax: | |||||||||||
| Foreign exchange translation adjustments | 21.9 | (15.4 | ) | 8.6 | |||||||
| Defined benefit plan gain (loss) | 0.4 | (0.2 | ) | 2.9 | |||||||
| Income (loss) from derivative agreements | **(**11.3 | ) | 11.9 | (9.4 | ) | ||||||
| Other comprehensive income (loss) | 11.0 | (3.7 | ) | 2.1 | |||||||
| Comprehensive income | $ | 747.8 | $ | 581.6 | $ | 757.7 |
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
C****ONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 409.0 | $ | 964.1 | ||||
| Accounts receivable, less allowances of $3.7 and $5.1 | 593.4 | 600.8 | ||||||
| Inventories | 534.8 | 613.3 | ||||||
| Other current assets | 59.8 | 62.4 | ||||||
| Total Current Assets | 1,597.0 | 2,240.6 | ||||||
| Property, Plant and Equipment, Net | 822.8 | 931.7 | ||||||
| Equity Investment in Affiliates | 10.3 | 11.1 | ||||||
| Trade Names and Other Intangibles, Net | 3,511.5 | 2,888.5 | ||||||
| Goodwill | 2,627.5 | 2,433.2 | ||||||
| Other Assets | 343.3 | 378.0 | ||||||
| Total Assets | $ | 8,912.4 | $ | 8,883.1 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | 732.4 | 705.1 | ||||||
| Accrued expenses and other liabilities | 583.0 | 605.5 | ||||||
| Business acquisition liabilities | 178.9 | 0.0 | ||||||
| Income taxes payable | 3.4 | 5.3 | ||||||
| Total Current Liabilities | 1,497.7 | 1,315.9 | ||||||
| Long-term Debt | 2,205.1 | 2,204.6 | ||||||
| Deferred Income Taxes | 886.9 | 669.2 | ||||||
| Deferred and Other Long-term Liabilities | 320.5 | 332.6 | ||||||
| Total Liabilities | 4,910.2 | 4,522.3 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders' Equity | ||||||||
| Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued | 0.0 | 0.0 | ||||||
| Common Stock, $1.00 par value, Authorized 600,000,000 shares; 293,709,982 shares issued as of December 31, 2025 and 2024 | 293.7 | 293.7 | ||||||
| Additional paid-in capital | 625.1 | 563.1 | ||||||
| Retained earnings | 6,768.2 | 6,319.7 | ||||||
| Accumulated other comprehensive loss | **(**19.9 | ) | (30.9 | ) | ||||
| Common stock in treasury, at cost: 57,156,105 shares as of December 31, 2025 and 47,830,141 shares as of December 31, 2024 | **(**3,664.9 | ) | (2,784.8 | ) | ||||
| Total Stockholders' Equity | 4,002.2 | 4,360.8 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 8,912.4 | $ | 8,883.1 |
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
C****ONSOLIDATED STATEMENTS OF CASH FLOW
(In millions)
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cash Flow From Operating Activities | ||||||||||||
| Net Income | $ | 736.8 | $ | 585.3 | $ | 755.6 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation expense | 89.7 | 83.2 | 72.8 | |||||||||
| Amortization expense | 157.7 | 155.9 | 152.4 | |||||||||
| Change in fair value of business acquisition liabilities | 19.0 | 0.0 | 0.0 | |||||||||
| Deferred income taxes | 36.0 | (82.0 | ) | (13.8 | ) | |||||||
| Business exit related impairments | 45.6 | 0.0 | 0.0 | |||||||||
| VMS Trade name and other asset impairments | 0.0 | 357.1 | 0.0 | |||||||||
| Loss on sale of vitamin business | 58.5 | 0.0 | 0.0 | |||||||||
| Equity in net earnings of affiliates | **(**7.9 | ) | (9.1 | ) | (8.7 | ) | ||||||
| Distributions from unconsolidated affiliates | 8.8 | 8.9 | 9.5 | |||||||||
| Non-cash compensation expense | 58.0 | 59.2 | 63.6 | |||||||||
| Asset impairment charge and other asset write-offs | 10.1 | 12.1 | 8.9 | |||||||||
| Other | **(**6.7 | ) | (6.2 | ) | (0.4 | ) | ||||||
| Subtotal | 1,205.6 | 1,164.4 | 1,039.9 | |||||||||
| Change in assets and liabilities: | ||||||||||||
| Accounts receivable | 39.4 | (81.5 | ) | (97.4 | ) | |||||||
| Inventories | 56.1 | 2.0 | 38.5 | |||||||||
| Other current assets | 1.2 | (0.5 | ) | 10.4 | ||||||||
| Accounts payable | 2.4 | 98.6 | (58.1 | ) | ||||||||
| Accrued expenses | **(**60.9 | ) | (1.1 | ) | 113.3 | |||||||
| Income taxes payable | **(**5.1 | ) | (7.1 | ) | (1.8 | ) | ||||||
| Other operating assets and liabilities, net | **(**23.3 | ) | (18.6 | ) | (14.2 | ) | ||||||
| Change in Working Capital | 9.8 | (8.2 | ) | (9.3 | ) | |||||||
| Net Cash Provided By Operating Activities | 1,215.4 | 1,156.2 | 1,030.6 | |||||||||
| Cash Flow From Investing Activities | ||||||||||||
| Additions to property, plant and equipment | **(**122.4 | ) | (179.8 | ) | (223.5 | ) | ||||||
| Acquisitions | **(**656.0 | ) | (19.9 | ) | 0.0 | |||||||
| Proceeds from Sale of Passport | 0.0 | 6.6 | 0.0 | |||||||||
| Proceeds from Sale of Vitamin Business | 160.3 | 0.0 | 0.0 | |||||||||
| Other | 1.2 | 9.8 | (10.8 | ) | ||||||||
| Net Cash Used In Investing Activities | **(**616.9 | ) | (183.3 | ) | (234.3 | ) | ||||||
| Cash Flow From Financing Activities | ||||||||||||
| Long-term debt (repayments) | 0.0 | (204.6 | ) | (200.0 | ) | |||||||
| Short-term debt (repayments), net of borrowings | 0.0 | (3.6 | ) | (70.6 | ) | |||||||
| Proceeds from stock options exercised | 35.6 | 142.9 | 111.7 | |||||||||
| Payment of cash dividends | **(**287.2 | ) | (277.0 | ) | (266.5 | ) | ||||||
| Purchase of treasury stock | **(**900.0 | ) | 0.0 | (300.1 | ) | |||||||
| Payment of business acquisition liability | **(**5.9 | ) | 0.0 | 0.0 | ||||||||
| Other | **(**4.9 | ) | (1.1 | ) | (0.1 | ) | ||||||
| Net Cash Used In Financing Activities | **(**1,162.4 | ) | (343.4 | ) | (725.6 | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 8.8 | (9.9 | ) | 3.5 | ||||||||
| Net Change In Cash and Cash Equivalents | **(**555.1 | ) | 619.6 | 74.2 | ||||||||
| Cash and Cash Equivalents at Beginning of Period | 964.1 | 344.5 | 270.3 | |||||||||
| Cash and Cash Equivalents at End of Period | $ | 409.0 | $ | 964.1 | $ | 344.5 |
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW-CONTINUED
(In millions)
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cash paid during the year for: | ||||||||||||
| Interest (net of amounts capitalized) | $ | 94.6 | $ | 94.4 | $ | 111.9 | ||||||
| Income taxes | $ | 188.1 | $ | 259.6 | $ | 228.2 | ||||||
| Supplemental disclosure of non-cash investing activities: | ||||||||||||
| Property, plant and equipment expenditures included in Accounts Payable | $ | 16.9 | $ | 10.6 | $ | 30.7 |
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSO****LIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended December 31, 2025, 2024 and 2023
(In millions)
| Number of Shares | Amounts | |||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Church & Dwight Co., Inc. Stockholders' Equity | |||||||||||||||||||||||||
| December 31, 2022 | 293.7 | (49.8 | ) | $ | 293.7 | $ | 366.2 | $ | 5,524.6 | $ | (29.3 | ) | $ | (2,665.3 | ) | $ | 3,489.9 | |||||||||||||||
| Net income | 0.0 | 0.0 | 0.0 | 0.0 | 755.6 | 0.0 | 0.0 | 755.6 | ||||||||||||||||||||||||
| Other comprehensive income (loss) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 2.1 | 0.0 | 2.1 | ||||||||||||||||||||||||
| Cash dividends | 0.0 | 0.0 | 0.0 | 0.0 | (266.5 | ) | 0.0 | 0.0 | (266.5 | ) | ||||||||||||||||||||||
| Stock purchases | 0.0 | (3.3 | ) | 0.0 | 0.0 | 0.0 | 0.0 | (300.1 | ) | (300.1 | ) | |||||||||||||||||||||
| Stock based compensation expense and stock option plan transactions | 0.0 | 2.5 | 0.0 | 88.6 | (1.4 | ) | 0.0 | 87.2 | 174.4 | |||||||||||||||||||||||
| December 31, 2023 | 293.7 | (50.6 | ) | $ | 293.7 | $ | 454.8 | $ | 6,012.3 | $ | (27.2 | ) | $ | (2,878.2 | ) | $ | 3,855.4 | |||||||||||||||
| Net income | 0.0 | 0.0 | 0.0 | 0.0 | 585.3 | 0.0 | 0.0 | 585.3 | ||||||||||||||||||||||||
| Other comprehensive income (loss) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | (3.7 | ) | 0.0 | (3.7 | ) | ||||||||||||||||||||||
| Cash dividends | 0.0 | 0.0 | 0.0 | 0.0 | (277.0 | ) | 0.0 | 0.0 | (277.0 | ) | ||||||||||||||||||||||
| Stock based compensation expense and stock option plan transactions | 0.0 | 2.8 | 0.0 | 108.3 | (0.9 | ) | 0.0 | 93.4 | 200.8 | |||||||||||||||||||||||
| December 31, 2024 | 293.7 | (47.8 | ) | $ | 293.7 | $ | 563.1 | $ | 6,319.7 | $ | (30.9 | ) | $ | (2,784.8 | ) | $ | 4,360.8 | |||||||||||||||
| Net income | 0.0 | 0.0 | 0.0 | 0.0 | 736.8 | 0.0 | 0.0 | 736.8 | ||||||||||||||||||||||||
| Other comprehensive income (loss) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 11.0 | 0.0 | 11.0 | ||||||||||||||||||||||||
| Cash dividends | 0.0 | 0.0 | 0.0 | 0.0 | **(**287.2 | ) | 0.0 | 0.0 | **(**287.2 | ) | ||||||||||||||||||||||
| Stock purchases | 0.0 | 0.0 | 0.0 | **(**9.1 | ) | 0.0 | 0.0 | **(**900.0 | ) | **(**909.1 | ) | |||||||||||||||||||||
| Stock based compensation expense and stock option plan transactions | 0.0 | **(**9.4 | ) | 0.0 | 71.1 | **(**1.1 | ) | 0.0 | 19.9 | 89.9 | ||||||||||||||||||||||
| December 31, 2025 | 293.7 | **(**57.2 | ) | $ | 293.7 | $ | 625.1 | $ | 6,768.2 | $ | **(**19.9 | ) | $ | **(**3,664.9 | ) | $ | 4,002.2 | |||||||||||||||
See Notes to Consolidated Financial Statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share and per share data)
1.
Significant Accounting Policies
Business
The Company, founded in 1846, develops, manufactures and markets a broad range of household, personal care and specialty products focused on animal productivity, chemicals and cleaners. The Company sells its consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar, pet and other specialty stores and websites and other e-commerce channels, all of which sell the products to consumers. The Company also sells specialty products to industrial customers, livestock producers and through distributors.
Basis of Presentation
The accompanying Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the U.S. (“US GAAP”) and include the accounts of the Company and its majority‑owned subsidiaries. Material subsequent events are evaluated and disclosed through the report issuance date. For equity investments in which the Company does not control or have the ability to exert significant influence over the investee, which generally is when the Company has less than a 20% ownership interest, the investments are accounted for under the cost method. In circumstances where the Company has greater than a 20% ownership interest and has the ability to exercise significant influence over, but does not control, the investee, the investment is accounted for under the equity method. As a result, the Company accounts for its 50% interest in its Armand Products Company (“Armand”) joint venture and its 50% interest in The ArmaKleen Company (“ArmaKleen”) joint venture under the equity method. The Company's 50% interest in ArmaKleen was sold to our joint venture partner in October of 2024. Armand and ArmaKleen are specialty chemical businesses. The Company’s equity in earnings of Armand and ArmaKleen are not reflected in a reportable segment.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Management makes estimates regarding inventory valuation, promotional and sales returns reserves, the carrying amount of goodwill and other intangible assets, the realization of deferred tax assets, tax reserves, business acquisition liabilities, liabilities related to other postretirement benefit obligations and other matters that affect the reported amounts and other disclosures in the financial statements. These estimates are based on judgment and available information. Actual results could differ materially from those estimates, and it is possible that changes in such estimates could occur in the near term.
Revenue Recognition
Revenue is recognized when control of a promised good is transferred to a customer in an amount that reflects the consideration that the Company expects to be entitled to in exchange for that good. This usually occurs when finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier.
a.
Nature of Goods and Services
The Company primarily ships finished goods to its customers and operates in three segments: Consumer Domestic, Consumer International and Specialty Products Division (“SPD”). The segments are based on differences in the nature of products and management organizational structures. The Consumer Domestic and Consumer International segments market a variety of personal care, household and over-the-counter products, including but not limited to baking soda, cat litter, laundry detergent, condoms, stain removers, hair removal, gummy dietary supplements, dry shampoo, oral care, cold remedy, acne treatment, and water flossers. The SPD segment focuses on sales to businesses and participates in three product areas: Animal Nutrition, Specialty Chemicals and Commercial & Professional. The Company’s products are distinct and separately identifiable on customer contracts or invoices, with each product sale representing a separate performance obligation.
The Company sells consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar, pet and other specialty stores and websites and other e-commerce channels, all of which sell its products to consumers. The Company sells its specialty products to industrial customers, livestock producers and through distributors.
Refer to Note 18 for disaggregated revenue information with respect to each of the Company’s segments.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
b.
When Performance Obligations are Satisfied
For performance obligations related to the shipping and invoicing of products, control transfers at the point in time upon which finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier. Once a product has been delivered or picked up by the customer, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to have transferred upon delivery or customer receipt because the Company has an enforceable right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset.
c.
Variable Consideration
The Company conducts extensive promotional activities, primarily through the use of off-list discounts, slotting, coupons, cooperative advertising, periodic price reduction arrangements, and end-aisle and other in-store displays. The costs of such activities are netted against sales and are recorded when the related sale takes place. The reserves for sales returns and consumer and trade promotion liabilities are established based on the Company’s best estimate of the amounts necessary to settle future and existing obligations for products sold as of the balance sheet date. The Company uses historical trend experience and coupon redemption inputs in arriving at coupon reserve requirements, and uses forecasted appropriations, customer and sales organization inputs, and historical trend analysis in determining the reserves for other promotional activities and sales returns.
d.
Practical Expedients
The Company expenses incremental direct costs of obtaining a contract (broker commissions) when the related sale takes place. These costs are recorded in SG&A expenses in the accompanying consolidated statements of income.
The Company accounts for shipping and handling costs as fulfillment activities which are therefore recognized upon shipment of the goods.
The Company has applied the portfolio approach to all open contracts as they have similar characteristics and can reasonably expect that the effects on the financial statements of applying this guidance to the portfolio of contracts would not differ materially from applying this guidance to the individual contracts within the portfolio.
The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes.
Sales of Accounts Receivable
The Company entered into a factoring agreement with a financial institution to sell certain customer receivables at discounted rates in 2015. Transactions under this agreement are accounted for as sales of accounts receivable and are removed from the Consolidated Balance Sheet at the time of the sales transaction. The level of customers associated with the Company’s factoring program and the sales performance by those customers has driven the amount factored each year. The total amount factored in each year was $100.5, $105.9, and $144.2 during the years ended December 31, 2025, 2024 and 2023, respectively.
Cost of Sales, Marketing and Selling, General and Administrative Expenses
Cost of sales include costs related to the manufacture and distribution of the Company’s products, including raw material, inbound freight, import duties and tariffs, direct labor (including employee compensation benefits) and indirect plant costs such as plant supervision, receiving, inspection, maintenance labor and materials, depreciation, taxes and insurance, purchasing, production planning, operations management, logistics, freight to customers, warehousing costs, internal transfer freight costs and plant impairment charges.
Marketing expenses include costs for advertising (excluding the costs of cooperative advertising programs, which are reflected in net sales), costs for coupon insertion (mainly the cost of printing and distribution), consumer promotion costs (such as on-shelf advertisements and floor ads), public relations, package design expense and market research costs.
Selling, general and administrative (“SG&A”) expenses include, among others, costs related to functions such as sales, corporate management, research and development, marketing administration, information technology, finance and legal. Such costs include salary compensation related costs (such as benefits, incentive compensation and profit sharing), stock-based award costs, depreciation, travel and entertainment related expenses, professional and other consulting fees and amortization of intangible assets.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
Foreign Currency Translation
Unrealized gains and losses related to currency translation are recorded in Accumulated Other Comprehensive Income (Loss). Gains and losses on foreign currency transactions are recorded in the Consolidated Statements of Income.
Cash Equivalents
Cash equivalents consist of highly liquid short-term investments and term bank deposits, which mature within three months of their original maturity date.
Inventories
Inventories are valued at the lower of cost or market (net realizable value, which reflects any costs to sell or dispose). The Company identifies any slow moving, obsolete or excess inventory to determine whether an adjustment is required to establish a new carrying value. The determination of whether inventory items are slow moving, obsolete or in excess of needs requires estimates and assumptions about the future demand for the Company’s products, technological changes, and new product introductions. Estimates as to the future demand used in the valuation of inventory involve judgments regarding the ongoing success of the Company’s products. The Company evaluates its inventory levels and expected usage on a periodic basis and records adjustments as required. Adjustments to reflect inventory at net realizable value were $33.5 at December 31, 2025, and $45.2 at December 31, 2024.
Property, Plant and Equipment
Property, Plant and Equipment (“PP&E”) are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets. Estimated useful lives for building and improvements, machinery and equipment, and office equipment range from 9-40, 3-20 and 3-10 years, respectively. Routine repairs and maintenance are expensed when incurred. Leasehold improvements are depreciated over a period no longer than the respective lease term, except where a lease renewal has been determined to be reasonably assured and failure to renew the lease results in a significant penalty to the Company.
PP&E is reviewed annually and whenever events or changes in circumstances indicate that possible impairment exists. The Company’s impairment review is based on an undiscounted cash flow analysis at the lowest level at which cash flows of the long-lived assets are largely independent of other groups of Company assets and liabilities. The analysis requires management judgment with respect to changes in technology, the continued success of product lines, and future volume, revenue and expense growth rates. The Company conducts annual reviews to identify idle and underutilized equipment, and reviews business plans for possible impairment. An indication of impairment occurs when the carrying value of the asset exceeds the future undiscounted cash flows. When an impairment is indicated, the estimated future cash flows are then discounted to determine the estimated fair value of the asset and an impairment charge is recorded for the difference between the carrying value and the net present value of estimated future cash flows.
Software
The Company capitalizes certain costs of developing computer software. Amortization is recorded using the straight‑line method over the estimated useful life of the software, which is estimated to be no longer than 10 years.
Fair Value of Financial Instruments
Certain financial instruments are required to be recorded at fair value. The estimated fair values of such financial instruments (including investment securities and other derivatives) have been determined using market information and generally accepted valuation methodologies. Changes in assumptions or estimation methods could affect the fair value estimates. Other financial instruments, including cash equivalents and short-term debt, are recorded at cost, which approximates fair value. Additional information regarding the Company’s risk management activities, including derivative instruments and hedging activities, is separately disclosed. See Notes 2 and 3.
Goodwill and Other Intangible Assets
The Company has intangible assets of substantial value on its consolidated balance sheet. Intangible assets are generally related to intangible assets with a useful life, indefinite-lived trade names and goodwill. The Company determines whether an intangible asset (other than goodwill) has a useful life based on multiple factors, including how long the Company intends to generate cash flows from the asset.
Carrying values of goodwill and indefinite-lived trade names are reviewed periodically for possible impairment. The Company’s impairment analysis is based on a discounted cash flow approach that requires significant judgment with respect to unit volume, revenue and expense growth rates, and the selection of an appropriate discount rate and royalty rate. Management uses estimates based on expected trends in making these assumptions. With respect to goodwill, impairment occurs when the carrying value of the reporting unit exceeds the discounted present value of cash flows for that reporting unit. For trade names and other intangible assets, an impairment charge is recorded
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
for the difference between the carrying value and the net present value of estimated future cash flows, which represents the estimated fair value of the asset. Judgment is required in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological change, distribution losses, or competitive activities and acts by governments and courts may indicate that an asset has become impaired. Intangible assets with finite lives are amortized over their estimated useful lives, which range from 3-20 years, using the straight-line method, and reviewed for impairment when changes in market circumstances occur.
Research and Development
The Company incurred research and development expenses in the amount of $145.6, $139.7 and $122.4 in 2025, 2024 and 2023, respectively. These expenses are included in SG&A expenses and are expensed as incurred.
Earnings Per Share (“EPS”)
Basic EPS is calculated based on income available to holders of the Company’s common stock (“Common Stock”) and the weighted-average number of shares outstanding during the reported period. Diluted EPS includes dilution from potential Common Stock issuable pursuant to the exercise of outstanding stock options. The following table sets forth a reconciliation of the weighted-average number of shares of Common Stock outstanding to the weighted-average number of shares outstanding on a diluted basis:
| 2025 | 2024 | 2023 | |||||||||
| Weighted average common shares outstanding - basic | 242.7 | 244.4 | 244.9 | ||||||||
| Dilutive effect of stock options | 1.6 | 2.5 | 2.7 | ||||||||
| Weighted average common shares outstanding - diluted | 244.3 | 246.9 | 247.6 | ||||||||
| Antidilutive stock options outstanding | 2.1 | 1.1 | 2.6 |
Employee and Director Stock Based Compensation
The fair value of stock-based compensation is determined at the grant date and the related expense is generally recognized over the required employee service period in which the share-based compensation vests. 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. The following table presents the pre-tax expense associated with the fair value of stock awards included in SG&A expenses and in cost of sales:
| For the Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2023 | |||||||||
| Cost of sales | $ | 2.8 | $ | 3.9 | $ | 3.4 | |||||
| Selling, general and administrative expenses | 54.2 | 56.2 | 61.5 | ||||||||
| Total | $ | 57.0 | $ | 60.1 | $ | 64.9 |
Income and Other Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. Management provides a valuation allowance against deferred tax assets for amounts which are not considered “more likely than not” to be realized. The Company records liabilities for potential assessments in various tax jurisdictions in accordance with GAAP. The liabilities relate to tax return positions that, although supportable by the Company, may be challenged by the tax authorities and do not meet the minimum recognition threshold required under applicable accounting guidance for the related tax benefit to be recognized in the income statement. The Company adjusts this liability as a result of changes in tax legislation, interpretations of laws by courts, rulings by tax authorities, changes in estimates and the expiration of the statute of limitations. Many of the judgments involved in adjusting the liability involve assumptions and estimates that are highly uncertain and subject to change. In this regard, settlement of any issue with, or an adverse determination in litigation against, a taxing authority could require the use of cash and result in an increase in the Company’s annual effective tax rate. Conversely, favorable resolution of an issue with a taxing authority would be recognized as a reduction to the Company’s annual effective tax rate.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
The Company elected to record the payment of excise tax associated with Treasury Stock purchases in the financing section of the cash flow in accordance with ASC 230.
Recently Adopted Accounting Pronouncements
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 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 was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted the standard retrospectively to all prior periods in the financial statements, which resulted in additional disclosures. Refer to Note 18 for additional information.
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. The Company has elected to adopt ASU 2023-09 prospectively beginning in fiscal year 2025. As a result, the rate reconciliation disclosure for fiscal years 2023 and 2024 will remain unchanged, and the expanded disaggregation requirements are reflected in these financial statements. Refer to footnote 12.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adoption on the Company’s related disclosures.
There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
2.
Fair Value Measurements
Fair Value Hierarchy
Accounting guidance on fair value measurements and disclosures establishes a hierarchy that prioritizes the inputs used to measure fair value (generally, assumptions that market participants would use in pricing an asset or liability) based on the quality and reliability of the information provided by the inputs, as follows:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
Fair Values of Other Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s other financial instruments at December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||
| Input | Carrying | Fair | Carrying | Fair | |||||||||||||
| Level | Amount | Value | Amount | Value | |||||||||||||
| Financial Assets: | |||||||||||||||||
| Cash equivalents | Level 1 | $ | 217.5 | $ | 217.5 | $ | 793.3 | $ | 793.3 | ||||||||
| Financial Liabilities: | |||||||||||||||||
| 3.15% Senior notes due August 1, 2027 | Level 2 | 424.9 | 420.1 | 424.9 | 411.1 | ||||||||||||
| 2.3% Senior notes due December 15, 2031 | Level 2 | 399.5 | 355.4 | 399.4 | 338.9 | ||||||||||||
| 5.6% Senior notes due November 15, 2032 | Level 2 | 499.3 | 532.3 | 499.2 | 515.3 | ||||||||||||
| 3.95% Senior notes due August 1, 2047 | Level 2 | 397.9 | 318.4 | 397.8 | 307.7 | ||||||||||||
| 5.0% Senior notes due June 15, 2052 | Level 2 | 499.9 | 457.3 | 499.9 | 451.9 |
The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the twelve months ended December 31, 2025.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments reflected in the Consolidated Balance Sheets:
Cash Equivalents: Cash equivalents consist of highly liquid short-term investments and term bank deposits, which mature within three months. The estimated fair value of the Company’s cash equivalents approximates their carrying value.
Short-Term Borrowings: The carrying amounts of the Company’s unsecured lines of credit and commercial paper issuances approximates fair value because of their short maturities and variable interest rates.
Senior Notes: The Company determines the fair value of its senior notes based on their quoted market value or broker quotes, when possible. In the absence of observable market quotes, the notes are valued using non-binding market consensus prices that the Company seeks to corroborate with observable market data.
Other: The carrying amounts of Accounts Receivable, Accounts Payable, and Accrued Expenses and Other Liabilities approximated estimated fair values as of December 31, 2025 and 2024.
3.
Derivative Instruments and Risk Management
Changes in interest rates, foreign exchange rates, the price of the Company's Common Stock and commodity prices expose the Company to market risk. The Company manages these risks by the use of derivative instruments, such as cash flow and fair value hedges, diesel and commodity hedge contracts, equity derivatives and foreign exchange forward contracts. The Company does not use derivatives for trading or speculative purposes.
The Company formally designates and documents qualifying instruments as hedges of underlying exposures when it enters into derivative arrangements. Changes in the fair value of derivatives designated as hedges and qualifying for hedge accounting are recorded in other comprehensive income and reclassified into earnings during the period in which the hedged exposure affects earnings. The Company reviews the effectiveness of its hedging instruments on a quarterly basis. If the Company determines that a derivative instrument is no longer effective in offsetting changes in fair values or cash flows, it recognizes the hedge ineffectiveness in current period earnings and discontinues hedge accounting with respect to the derivative instrument. Changes in the fair value of derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in current period earnings. Upon termination of cash flow hedges, the Company reclassifies gains and losses from accumulated other comprehensive income based on the timing of the underlying cash flows, unless the termination results from the failure of the intended transaction to occur in the expected timeframe. Such untimely transactions require immediate recognition in earnings of gains and losses previously recorded in other comprehensive income.
During 2025 and 2024, the Company used derivative instruments to mitigate risk, some of which were designated as hedging instruments. The tables following the discussion of the derivative instruments below summarize the fair value of the Company’s derivative instruments and the effect of derivative instruments on the Company’s consolidated Statements of Income and on other comprehensive income.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
Derivatives Designated as Hedging Instruments
Diesel Fuel Hedges
The Company uses independent freight carriers to deliver its products. The carriers charge the Company a basic rate per mile for diesel fuel. The Company has entered into hedge agreements with counterparties to mitigate the volatility of diesel fuel prices, and not to speculate in the future price of diesel fuel. Under the hedge agreements, the Company agreed to pay a fixed price per gallon of diesel fuel determined at the time the agreements were executed and to receive a floating rate payment that is determined on a monthly basis based on the average price of the Department of Energy’s Diesel Fuel Index during the applicable month and is designed to offset any increase or decrease in fuel costs that the Company pays to it common carriers. The agreements covered approximately 83% of the Company’s 2025 diesel fuel requirements. These diesel fuel hedge agreements qualified for hedge accounting. Therefore, changes in the fair value of such agreements are recorded under Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet.
Foreign Currency
The Company is subject to exposure from fluctuations in foreign currency exchange rates, primarily U.S. Dollar/Euro, U.S. Dollar/ Pound, U.S. Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, U.S Dollar/Chinese Yuan, U.S. Dollar/Australian Dollar and U.S. Dollar/Japanese Yen.
The Company enters into forward exchange contracts to reduce the impact of foreign exchange rate fluctuations related to anticipated but not yet committed sales or purchases denominated in U.S. Dollar, Canadian Dollar, Pound, Euro, Mexican Peso, Chinese Yuan, Japanese Yen, and Australian Dollar. The Company entered into forward exchange contracts to hedge itself from the risk that, due to fluctuations in currency exchange rates, it would be adversely affected by net cash outflows. The face value of the unexpired contracts as of December 31, 2025 totaled $440.6 in U.S. Dollars, of which $438.2 qualifies as foreign currency cash flow hedges and, therefore, changes in the fair value of the contracts are recorded in Accumulated Other Comprehensive Income (Loss) and reclassified to earnings when the hedged transaction affected earnings.
Net Investment Hedge
In 2025, the Company entered into a cross-currency swap contract to hedge a portion of the Company's net investment in its Japanese Yen-denominated foreign operations to reduce foreign currency risk associated with the investment in these operations. The hedge matures in April 2026 and the total notional amount of the net investment hedge was $25.0 as of December 31, 2025. Changes in the fair value of the contract are recorded in Accumulated Other Comprehensive Income (Loss). The interest component is classified within interest income on the consolidated Statements of Income and included in operating activities within the Company's Consolidated Statements of Cash Flows.
Commodity Hedges
The Company is subject to exposure due to changes in prices of commodities used in production. To limit the effects of fluctuations in the future market price paid and related volatility in cash flows, the Company enters into commodity forward swap contracts. These hedges are designated as cash flow hedges for accounting purposes and, therefore, changes in the fair value of the contracts are recorded in AOCI and reclassified to earnings when the hedged transaction affected earnings. The fair value of these commodity hedge agreements is reflected in the Consolidated Balance Sheet within Other Current Assets, Accounts Payable, and Accrued Expenses and Other Liabilities.
Derivatives not Designated as Hedging Instruments
Equity Derivatives
The Company has entered into equity derivative contracts covering its Common Stock in order to minimize its liability under its Executive Deferred Compensation Plan resulting from changes in the quoted fair values of its Common Stock to participants who have investments under the Plan in a notional Common Stock fund. The contracts are settled in cash. Since the equity derivatives contracts do not qualify for hedge accounting, the Company is required to mark such contracts to market throughout the contract term and record changes in fair value in the consolidated Statements of Income.
The notional amount of a derivative instrument is the nominal or face amount used to calculate payments made on that instrument. Notional amounts are presented in the following table:
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In millions, except share and per share data)
| Notional | Notional | ||||||
| Amount | Amount | ||||||
| December 31, 2025 | December 31, 2024 | ||||||
| Derivatives designated as hedging instruments | |||||||
| Foreign exchange contracts | $ | 438.2 | $ | 317.0 | |||
| Diesel fuel contracts | 4.5 gallons | 0.8 gallons | |||||
| Commodities contracts | 43.6 pounds | 0.0 pounds | |||||
| Net Investment Hedge | $ | 25.0 | $ | 0.0 | |||
| Derivatives not designated as hedging instruments | |||||||
| Foreign exchange contracts | $ | 2.4 | $ | 0.0 | |||
| Equity derivatives | $ | 12.0 | $ | 24.6 |
The fair values and amount of gain (loss) recognized in income and Other Comprehensive Income (“OCI”) associated with the derivative instruments disclosed above did not have a material impact on the Company’s consolidated financial statements for the periods ended December 31, 2025, 2024, and 2023.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
4.
Inventories
Inventories consist of the following:
| December 31, | December 31, | ||||||
| 2025 | 2024 | ||||||
| Raw materials and supplies | $ | 143.7 | $ | 140.4 | |||
| Work in process | 35.0 | 45.4 | |||||
| Finished goods | 356.1 | 427.5 | |||||
| Total | $ | 534.8 | $ | 613.3 |
5.
Property, Plant and Equipment, Net (“PP&E”)
PP&E consists of the following:
| December 31, | December 31, | ||||||
| 2025**(1)** | 2024 | ||||||
| Land | $ | 16.0 | $ | 29.2 | |||
| Buildings and improvements | 367.5 | 348.2 | |||||
| Machinery and equipment | 911.1 | 1,000.4 | |||||
| Software | 138.9 | 129.6 | |||||
| Office equipment and other assets | 131.6 | 129.3 | |||||
| Construction in progress | 131.9 | 215.1 | |||||
| Gross PP&E | 1,697.0 | 1,851.8 | |||||
| Less accumulated depreciation | 874.2 | 920.1 | |||||
| Net PP&E | $ | 822.8 | $ | 931.7 |
(1)In connection with the VMS divestiture as described in Note 7, the Company divested PP&E with a gross value of $223.1 and a net book value of $142.9 in December of 2025.
| For the Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2023 | |||||||||
| Depreciation expense on PP&E | $ | 89.7 | $ | 83.2 | $ | 72.8 |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
6.
Acquisitions
Touchland Acquisition
On July 16, 2025, the Company completed the acquisition of Touchland Holding Corp ("Touchland"), the developer of TOUCHLAND® hand sanitizer products (the "Touchland Acquisition"). The Company paid $656.0, net of cash acquired, at closing and entered an agreement to pay an additional amount based on 2025 net sales thresholds which will result in a cash payment of $159.0 to be paid in the first half of 2026. In addition, the Company granted rights to Touchland’s founder to receive shares of our Common Stock valued at $50.0, with 50% of such shares vesting at each of the first-and-second-year anniversaries of the closing. The value of Common Stock received by Touchland's founder will be recognized as compensation expense ratably over the two-year vesting period if the individual continues to be employed by the Company. Payment of a $5.0 portion of the purchase price was deferred related to certain indemnification obligations provided by Touchland’s equity holders, which amount, to the extent not used in satisfaction of such indemnity obligations, is payable three years from the closing. The Touchland Acquisition was financed with cash on hand and is managed in the Consumer Domestic and Consumer International segments. Touchland’s annual net sales for the year ended December 31, 2024 were approximately $115.0 million.
The preliminary fair values of the net assets at acquisition are set forth as follows:
| Accounts receivable | $ | 9.3 | |
| Inventory | 25.8 | ||
| Other current assets | 1.3 | ||
| Property, plant and equipment | 5.5 | ||
| Other long-term assets | 2.1 | ||
| Trade name | 730.0 | ||
| Customer relationship intangible asset | 32.8 | ||
| Goodwill | 206.5 | ||
| Accounts payable, accrued expenses and other liabilities | **(**23.3 | ) | |
| Business acquisition liabilities - short-term | **(**140.0 | ) | |
| Deferred income taxes | **(**183.8 | ) | |
| Deferred and other long-term liabilities | **(**10.2 | ) | |
| Cash purchase price (net of cash acquired) | $ | 656.0 |
The trade name and customer relationship intangible assets were valued using a discounted cash flow model and have a useful life of 20 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Business acquisition liabilities were valued using a Monte Carlo simulation model. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the Touchland Acquisition are not deductible for U.S. tax purposes.
Graphico Acquisition
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, net of cash acquired, at closing. The Company acquired the remaining minority shares for approximately $2.0 in July 2024. Graphico’s annual net sales for the year ended December 31, 2023 were approximately $38.0. 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.
The fair values of the net assets at acquisition are set forth as follows:
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
| Accounts receivable | $ | 3.5 | |
| Inventory | 11.3 | ||
| Other current assets | 1.5 | ||
| Other long-term assets | 5.8 | ||
| Customer relationship intangible asset | 8.4 | ||
| Goodwill | 2.8 | ||
| Accounts payable, accrued expenses and other liabilities | **(**6.9 | ) | |
| Long-term debt | **(**4.4 | ) | |
| Deferred income taxes | **(**2.1 | ) | |
| Cash purchase price (net of cash acquired) | $ | 19.9 |
The customer relationship intangible asset was valued using a discounted cash flow model and has a useful life of 15 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the Graphico Acquisition are not deductible for U.S. tax purposes.
7.
Divestitures and Business Exits
Spinbrush Divestiture
On May 1, 2025, the Company announced that it would exit the Spinbrush business. In connection with the exit the Company recorded a pre-tax loss of $21.2 of which $12.6 was recorded in Cost of Sales and $8.6 was recorded in SG&A expenses. In December 2025, the Company entered into an agreement to transfer all Spinbrush intellectual property to a third party for nominal consideration. Net sales of the Spinbrush business were $53.6 in the year ended December 31, 2025.
Flawless Business Exit
On May 1, 2025, the Company announced that it would exit the Flawless business. We exited this business by the end of 2025, resulting in a pre-tax loss of $17.6, of which $6.0 was recorded in Cost of Sales and $11.6 was recorded in SG&A expenses. Net sales of the Flawless business were $29.3 in the year ended December 31, 2025.
Waterpik Showerheads Business Exit
On May 1, 2025, the Company announced that it would exit the Waterpik showerheads business. We exited this business by the end of 2025, resulting in a pre-tax loss of $6.5 recorded in Cost of Sales. Net sales of the Waterpik showerheads business were $35.5 in the year ended December 31, 2025.
VMS Divestiture
On December 9, 2025, the Company announced a definitive agreement to sell the VitaFusion and L’il Critters brands to Piping Rock Health Products, Inc. This agreement includes the VitaFusion and L’il Critters brands, relevant trademarks and licenses, and the Company's former manufacturing and distribution facilities in Vancouver and Ridgefield, Washington. The transaction closed on December 31, 2025 and includes a short-duration transition services agreement.
In connection with the agreement, the Company divested PP&E of $142.9, inventory of $54.0, goodwill of $12.6 and other net assets including leases of $9.3 for net cash proceeds of $160.3. The VMS brands represented less than 5% of Church & Dwight’s 2025 net sales. As a result of this transaction, Church & Dwight incurred a one-time, pre-tax charge of $58.5 (post-tax of $45.6) in the fourth quarter of 2025 which is included in Other income (expense), net in the Consolidated Statements of Income.
The divestiture of the Company's VMS business does not meet the criteria to be reported as discontinued operations in the consolidated financial statements as the Company's decision to divest this business does not represent a strategic shift that will have a significant impact on the Company's operations and financial results.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
8.
Goodwill and Other Intangibles, Net
The Company has intangible assets of substantial value on its consolidated balance sheet. These intangible assets are generally related to intangible assets with a useful life, indefinite-lived trade names and goodwill. The Company determines whether an intangible asset (other than goodwill) has a useful life based on multiple factors, including how long the Company intends to generate cash flows from the asset. These intangible assets are more fully explained in the following sections.
Indefinite-Lived Intangible Assets
The following table presents the carrying value of indefinite-lived intangible assets:
| December 31, | December 31, | ||||||
| 2025 | 2024 | ||||||
| Gross Carrying Value Trade Names | $ | 1,680.7 | $ | 1,960.7 | |||
| VMS impairment | 0.0 | $ | (281.3 | ) | |||
| Spinbrush impairment | **(**7.9 | ) | 0.0 | ||||
| Net Carrying Value Trade Names | $ | 1,672.8 | $ | 1,679.4 |
The Company’s indefinite-lived intangible impairment review is completed in the fourth quarter of each year.
Fair value of indefinite-lived trade names was estimated based on a “relief from royalty” or “excess earnings” discounted cash flow method, which contains numerous variables that are subject to change as business conditions change, and therefore could impact fair values in the future. The key assumptions used in determining fair value are sales growth, profitability margins, tax rates, discount rates and royalty rates. The Company determined that the fair value of all indefinite-lived trade names for each of the years in the three-year period ended December 31, 2025 exceeded their respective carrying values based upon the forecasted cash flows and profitability, with the exception of the Vitamins, Minerals and Supplements ("VMS") business and the Spinbrush business described below.
On May 1, 2025, the Company announced that it would exit the Spinbrush business. In December 2025, the Company entered into an agreement to transfer all Spinbrush intellectual property to a third party for nominal consideration. Net sales of the Spinbrush business were $53.6 in the year ended December 31, 2025. The Company recorded $12.6 in Cost of Sales for inventory and fixed asset impairments and $8.6 in SG&A, of which $7.9 was related to the indefinite lived Trade name.
During the third quarter of 2024, the Company continued to experience a decline in market share and a deterioration in the financial performance of its 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. The continued decline in profitability caused management to reassess its long-term strategy and financial outlook of the business. The revised financial outlook reflected 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. The assets supporting the VMS business included the VITAFUSION and L'IL CRITTERS indefinite-lived trade name, a definite-lived customer relationship intangible asset and PP&E specific to the VMS business.
The Company used an excess earnings discounted cash flow model to determine the fair value of the trade name. The assumptions used in the model required significant judgement in determining the expected future cash flows. The key assumptions utilized in the Company's impairment analysis included, but were not limited, net sales growth rates between -15.2% and 2.1%, EBITA margins in the low single digits, and a discount rate of 8.25%. Estimates were based on market conditions and management’s current expectation of the success of growth and profitability initiatives. The valuation resulted in a full impairment of the $281.3 trade name. The remaining carry value of the trade name at December 31, 2024 is $0.0.
On December 9, 2025, the Company announced a definitive agreement to sell the VitaFusion and L’il Critters brands to Piping Rock Health Products, Inc. The transaction closed on December 31, 2025. See Note 7 for further details.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
A summary of the VMS intangible and fixed asset impairment charges are as follows:
| December 31, | |||
| 2024 | |||
| Trade Name | $ | 281.3 | |
| Customer Relationship Intangible Asset | 15.8 | ||
| PP&E | 60.0 | ||
| Total VMS impairment charges | $ | 357.1 |
The Company’s global WATERPIK business is experiencing customer distribution losses and a decline in consumer demand, mainly due to lower consumer spending and more customers choosing value brands amid inflation. This has reduced sales, profits, and expected cash flows, eroding much of the excess fair value over carrying value for the WATERPIK trade name. As of October 1, 2025, the trade name’s carrying value was $644.7, with fair value at 117% of carrying value, down from 135% in 2024, reflecting falling sales, rising competition, business exits, and margin pressure from higher costs and tariffs. The Company's impairment analysis used an 8.0% discount rate, projected mid-single- to low double-digit revenue growth, and EBITA margins around 25%, based on current market trends and cost-lowering initiatives. Further declines in performance or adverse changes could trigger an impairment charge for the WATERPIK trade name.
Intangible Assets With a Useful Life
The following table provides information related to the carrying value of amortizable intangible assets:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||
| Gross | Amortization | Gross | |||||||||||||||||||||||||||||||
| Carrying | Accumulated | Impairment | Period | Carrying | Accumulated | Impairment | |||||||||||||||||||||||||||
| Amount | Amortization | Charges(2) | Net | (Years) | Amount | Amortization | Charges(1) | Net | |||||||||||||||||||||||||
| Amortizable intangible assets: | |||||||||||||||||||||||||||||||||
| Trade names | $ | 2,113.4 | $ | **(**562.1 | ) | $ | **(**11.6 | ) | $ | 1,539.7 | 3-20 | $ | 1,383.4 | $ | (479.6 | ) | $ | 0.0 | $ | 903.8 | |||||||||||||
| Customer Relationships | 598.5 | **(**365.2 | ) | **(**0.7 | ) | 232.6 | 15-20 | 644.9 | (402.1 | ) | (15.8 | ) | 227.0 | ||||||||||||||||||||
| Patents/Formulas | 205.6 | **(**139.2 | ) | 0.0 | 66.4 | 4-20 | 205.5 | (127.2 | ) | 0.0 | 78.3 | ||||||||||||||||||||||
| Total | $ | 2,917.5 | $ | **(**1,066.5 | ) | $ | **(**12.3 | ) | $ | 1,838.7 | $ | 2,233.8 | $ | (1,008.9 | ) | $ | (15.8 | ) | $ | 1,209.1 |
(1) The $15.8 impairment charge relates to the VMS customer relationship intangible asset, which had a gross value of $79.2 and accumulated amortization of $63.4 prior to full impairment (as discussed above).
(2) The $12.3 impairment charge relates to the Flawless trade name and Spinbrush customer relationship intangible asset, which had a gross value of $76.2 and accumulated amortization of $63.9 prior to full impairment. The impairments were a result of the Company's decision to exit these businesses (as discussed above).
Intangible amortization expense amounted to $121.1 for 2025, $121.5 for 2024 and $124.3 for 2023, respectively. The Company estimates that intangible amortization expense will be approximately $135.0 in 2026 and approximately $134.0 declining to $120.0 annually over the next five years.
Goodwill
The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 are as follows:
| Consumer | Consumer | Specialty | |||||||||||||
| Domestic | International | Products | Total | ||||||||||||
| Balance at December 31, 2023 | $ | 2,061.1 | $ | 234.4 | $ | 136.0 | $ | 2,431.5 | |||||||
| Graphico acquired goodwill | 0.0 | 2.8 | 0.0 | 2.8 | |||||||||||
| Passport divestiture | 0.0 | 0.0 | (1.1 | ) | (1.1 | ) | |||||||||
| Balance at December 31, 2024 | $ | 2,061.1 | $ | 237.2 | $ | 134.9 | $ | 2,433.2 | |||||||
| Touchland acquired goodwill | 206.5 | 0.0 | 0.0 | 206.5 | |||||||||||
| VMS divestiture (as discussed above) | **(**12.6 | ) | 0.0 | 0.0 | **(**12.6 | ) | |||||||||
| Other | 0.4 | 0.0 | 0.0 | 0.4 | |||||||||||
| Balance at December 31, 2025 | $ | 2,255.4 | $ | 237.2 | $ | 134.9 | $ | 2,627.5 |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
The Company tests goodwill for each reporting unit which are also the Company's reportable segments. The result of the Company’s annual goodwill impairment test, performed in the beginning of the second quarter of 2025, determined that the estimated fair value substantially exceeded the carrying values of all reporting units. The determination of fair value contains numerous variables that are subject to change as business conditions change and therefore could impact fair value in the future.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
9.
Leases
The Company leases certain manufacturing facilities, warehouses, office space, railcars and equipment. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet. All recorded leases are classified as operating leases and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019, lease components (base rental costs) are accounted for separately from the nonlease components (e.g., common-area maintenance costs). For leases that do not provide an implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
A summary of the Company’s lease information is as follows:
| December 31, | December 31, | |||||||
| Classification | 2025 | 2024 | ||||||
| Assets | ||||||||
| Right of use assets | Other Assets | $ | 166.0 | $ | 182.3 | |||
| Liabilities | ||||||||
| Current lease liabilities | Accrued Expenses and Other Liabilities | $ | 23.9 | $ | 32.4 | |||
| Long-term lease liabilities | Deferred and Other Long-term Liabilities | 153.0 | 168.5 | |||||
| Total lease liabilities | $ | 176.9 | $ | 200.9 | ||||
| Other information | ||||||||
| Weighted-average remaining lease term (years) | 7.4 | 7.4 | ||||||
| Weighted-average discount rate | 5.2 | % | 4.6 | % |
| Twelve Months | Twelve Months | Twelve Months | ||||||||||||
| Ended | Ended | Ended | ||||||||||||
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||||
| Statement of Income | ||||||||||||||
| Lease cost(1) | $ | 42.2 | $ | 40.2 | $ | 31.7 | ||||||||
| Twelve Months | Twelve Months | |||||||||||||
| Ended | Ended | |||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||
| Other information | ||||||||||||||
| Leased assets obtained in exchange for new lease liabilities(2) | $ | 15.4 | $ | 28.0 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | 42.5 | $ | 35.3 |
(1)
Lease expense is included in cost of sales or SG&A expenses based on the nature of the leased item. Short-term lease expense is excluded from this amount and is not material. The Company also has certain variable leases which are not material. The noncash component of lease expense for the twelve months ended December 31, 2025, 2024 and 2023 was $32.7, $30.9 and $24.3, respectively, is included in the amortization caption in the consolidated statement of cash flows.
(2)
Leased assets obtained in exchange for new lease liabilities in 2025 consisted of $48.6 of real estate lease additions and $3.7 of equipment lease additions, net of modifications, offset by $36.9 in lease terminations resulting from the sale of the VMS business. The additions include an increase to the Company's right of use asset and corresponding lease liabilities of $31.7 for an agreement between the Company and a third-party warehouse provider for new warehouse space in December 2025. In April 2025, the Company extended the lease term at one of its leased warehouse facilities. This resulted in an increase to the Company’s right of use assets and corresponding lease liabilities of approximately $11.0 recorded in the second quarter of 2025. Leased assets obtained in exchange for new lease liabilities in 2024 consisted of $16.8 of real estate lease additions and $11.2 of equipment lease additions, net of modifications. These additions included expanded space at one of the Company's leased manufacturing
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
facilities. This resulted in an increase to the Company’s right of use assets and corresponding lease liabilities of approximately $15.4 recorded in the first quarter of 2024.
The Company’s minimum annual rentals including reasonably assured renewal options under lease agreements are as follows:
| Operating | ||||
| Leases | ||||
| 2026 | $ | 32.4 | ||
| 2027 | 30.7 | |||
| 2028 | 26.6 | |||
| 2029 | 26.0 | |||
| 2030 | 25.9 | |||
| 2031 and thereafter | 73.6 | |||
| Total future minimum lease commitments | 215.2 | |||
| Less: Imputed interest | (38.3 | ) | ||
| Present value of lease liabilities | $ | 176.9 |
10.
Accounts Payable, Accrued Expenses and Other Liabilities
Accounts payable, accrued expenses and other liabilities consist of the following:
| December 31, | December 31, | ||||||
| 2025 | 2024 | ||||||
| Accounts payable | $ | 732.4 | $ | 705.1 | |||
| Accrued marketing and promotion costs | 221.4 | 259.6 | |||||
| Accrued wages and related benefit costs | 145.7 | 151.4 | |||||
| Other accrued current liabilities | 394.8 | 194.5 | |||||
| Total | $ | 1,494.3 | $ | 1,310.6 |
In 2015, the Company initiated a Supply Chain Finance program (“SCF Program”). Under the SCF Program, qualifying suppliers may elect to sell their receivables from the Company for early payment. Participating suppliers negotiate their receivables sales arrangements directly with a third party. The Company is not party to those agreements and does not have an economic interest in the suppliers' decisions to sell their receivables and has not been required to pledge any assets as security nor to provide any guarantee to third-party finance providers or intermediaries. The SCF Program may allow suppliers to obtain more favorable terms than they could secure on their own. The terms of the Company's payment obligations are not impacted by a supplier’s participation in the SCF Program. The Company's payment terms with suppliers are consistent between suppliers that elect to participate in the SCF Program and those that do not participate. As a result, the program does not have an impact to the Company's average days outstanding.
The obligations outstanding related to the SCF program amount to $84.7 and $98.5 as of December 31, 2025 and 2024, respectively, and were recorded within Accounts Payable in the consolidated balance sheets. Payments included in operating activities within the Company's Consolidated Statements of Cash Flows amounted to $409.3, $388.7 and $387.1 in the years ended December 31, 2025, 2024 and 2023, respectively.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
11.
Long-Term Debt
Long-term debt consists of the following:
| December 31, | December 31, | ||||||
| 2025 | 2024 | ||||||
| Long-term debt | |||||||
| 3.15% Senior notes due August 1, 2027 | $ | 425.0 | $ | 425.0 | |||
| Less: Discount | **(**0.1 | ) | (0.1 | ) | |||
| 2.3% Senior notes due December 15, 2031 | 400.0 | 400.0 | |||||
| Less: Discount | **(**0.5 | ) | (0.6 | ) | |||
| 5.6% Senior notes due November 15, 2032 | 500.0 | 500.0 | |||||
| Less: Discount | **(**0.7 | ) | (0.8 | ) | |||
| 3.95% Senior notes due August 1, 2047 | 400.0 | 400.0 | |||||
| Less: Discount | **(**2.1 | ) | (2.2 | ) | |||
| 5.0% Senior notes due June 15, 2052 | 500.0 | 500.0 | |||||
| Less: Discount | **(**0.1 | ) | (0.1 | ) | |||
| Debt issuance costs, net | **(**16.4 | ) | (16.6 | ) | |||
| Total long-term debt | $ | 2,205.1 | $ | 2,204.6 |
Commercial Paper
Under the Company’s commercial paper program, the Company may issue commercial paper notes up to an aggregate principal amount outstanding at any given time of $2,000.0. The maturities of the notes will vary but may not exceed 397 days. The interest rates on the notes will vary based on market conditions and the ratings assigned to the notes by the rating agencies designated in the agreement at the time of issuance. Subject to market conditions, the Company intends to utilize the commercial paper program as its primary short-term borrowing facility. If, for any reason, the Company is unable to access the commercial paper market, the Company's Revolving Credit Facility would be utilized to meet the Company’s short-term liquidity needs. The Company did not have any commercial paper outstanding as of December 31, 2025 or 2024. As of December 31, 2025, the Company had approximately $1,993.0 available through the Revolving Credit Facility and commercial paper program.
3.15% Senior Notes due August 1, 2027
On July 25, 2017, the Company issued $425.0 aggregate principal amount of 3.15% Senior Notes due 2027 (the “2027 Notes”). The 2027 Notes bear interest at 3.15%. Interest on the 2027 Notes is payable semi-annually, on each February 1 and August 1. The 2027 Notes will mature on August 1, 2027 unless earlier retired or redeemed.
2.3% Senior Notes due December 15, 2031
On December 10, 2021, the Company issued $400.0 aggregate principal amount 2.3% Senior Notes due 2031 (the “2031 Notes”). The 2031 Notes bear interest at 2.30%. Interest on the 2031 Notes is payable semi-annually, on each June 15 and December 15. The 2031 Notes will mature on December 15, 2031, unless earlier retired or redeemed. The Company used a portion of the proceeds to finance the TheraBreath Acquisition.
5.6% Senior Notes due November 15, 2032
On October 31, 2022, the Company issued $500.0 aggregate principal amount of 5.60% Senior Notes due 2032 (the “2032 Notes”). The proceeds from the sale of the 2032 Notes were used to repay commercial paper borrowings incurred to finance the Company’s acquisition of Hero Cosmetics, Inc. The 2032 Notes will mature on November 15, 2032, unless earlier retired or redeemed.
3.95% Senior Notes due August 1, 2047
On July 25, 2017, the Company issued $400.0 aggregate principal amount of 3.95% Senior Notes due August 1, 2047 (the “2047 Notes”) to partially finance the Waterpik Acquisition and repay a portion of the Company’s outstanding commercial paper borrowings. The 2047 Notes bear interest at 3.95%. Interest on the 2047 Notes is payable semi-annually, on each February 1 and August 1. The 2047 Notes will mature on August 1, 2047, unless earlier retired or redeemed.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
5.0% Senior Notes due June 15, 2052
On June 2, 2022, the Company issued $500.0 aggregate principal amount of 5.00% Senior Notes due 2052 (the “2052 Notes”). In July 2022 a portion of the proceeds from the sale of the Notes were used to repay all of the Company's outstanding $300.0 2.45% Senior Notes due August 1, 2022. The remaining proceeds were used to pay a portion of the Company's $400.0 outstanding 2.875% Senior Notes due October 1, 2022. The 2052 Notes will mature on June 15, 2052, unless earlier retired.
Revolving Credit Facility
On July 17, 2025, the Company entered into a new unsecured revolving Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced the Company’s prior $1,500.0 unsecured revolving credit facility that was entered into on June 16, 2022. The aggregate commitments of the lenders under the Credit Agreement, as of the effective date, are $2,000.0, with an option to increase such commitments to $2,750.0 pursuant to the terms therein. The revolving credit facility matures on July 17, 2030, unless extended. Borrowings under the Credit Agreement are available for general corporate purposes and are used to support our $2,000.0 commercial paper program.
The Revolving Credit Facility also contains customary events of default, including failure to make certain payments under the Term Loan Facility when due beyond the grace period, event of default on other material indebtedness, breach of covenants, materially incorrect representations and warranties, events of bankruptcy, material adverse judgments, certain events relating to pension plans, the failure of any of the loan documents to remain in full force and effect and the occurrence of any change in control with respect to the Company.
12.
Income Taxes
The components of income before taxes are as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Domestic | $ | 876.6 | $ | 666.5 | $ | 872.4 | ||||||
| Foreign | 80.3 | 89.8 | 95.0 | |||||||||
| Total | $ | 956.9 | $ | 756.3 | $ | 967.4 |
The following table summarizes the provision for U.S. federal, state and foreign income taxes:
| 2025 | 2024 | 2023 | ||||||||||
| Current: | ||||||||||||
| U.S. federal | $ | 129.5 | $ | 180.9 | $ | 159.1 | ||||||
| State | 31.7 | 45.2 | 40.9 | |||||||||
| Foreign | 22.9 | 26.9 | 25.6 | |||||||||
| 184.1 | 253.0 | 225.6 | ||||||||||
| Deferred: | ||||||||||||
| U.S. federal | 44.3 | (64.5 | ) | (11.3 | ) | |||||||
| State | **(**9.7 | ) | (15.7 | ) | (2.8 | ) | ||||||
| Foreign | 1.4 | (1.8 | ) | 0.3 | ||||||||
| 36.0 | (82.0 | ) | (13.8 | ) | ||||||||
| Total provision | $ | 220.1 | $ | 171.0 | $ | 211.8 |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
Deferred tax assets (liabilities) consist of the following at December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Accounts receivable | $ | 7.2 | $ | 7.4 | ||||
| Deferred compensation | 55.8 | 51.7 | ||||||
| Pension, postretirement, and postemployment benefits | 4.8 | 2.9 | ||||||
| Inventory reserve | 7.7 | 8.6 | ||||||
| Sec 174 R&D capitalization | 13.4 | 59.4 | ||||||
| ASC 842 lease liabilities | 32.9 | 0.0 | ||||||
| Tax credit carryforwards/other tax attributes | 9.1 | 5.1 | ||||||
| International operating loss carryforwards | 8.9 | 8.4 | ||||||
| Other | 18.1 | 8.8 | ||||||
| Total gross deferred tax assets | 157.9 | 152.3 | ||||||
| Valuation allowances | **(**17.1 | ) | (14.3 | ) | ||||
| Total deferred tax assets | 140.8 | 138.0 | ||||||
| Deferred tax liabilities: | ||||||||
| Goodwill | **(**311.0 | ) | (298.7 | ) | ||||
| Trade names and other intangibles | **(**579.2 | ) | (415.0 | ) | ||||
| Property, plant, and equipment | **(**96.2 | ) | (85.2 | ) | ||||
| ASC 842 Right of Use assets | **(**30.4 | ) | 0.0 | |||||
| Interest rate swaps | **(**3.2 | ) | (3.7 | ) | ||||
| Total deferred tax liabilities | **(**1,020.0 | ) | (802.6 | ) | ||||
| Net deferred tax liability | $ | **(**879.2 | ) | $ | (664.6 | ) | ||
| Long term net deferred tax asset | 7.7 | 4.6 | ||||||
| Long term net deferred tax liability | **(**886.9 | ) | (669.2 | ) | ||||
| Net deferred tax liability | $ | **(**879.2 | ) | $ | (664.6 | ) |
The difference between tax expense and the tax that would result from the application of the federal statutory rate is as follows:
| 2025 | ||||||
| Amount | Percent | |||||
| Federal | $ | 119.0 | 63.2 | % | ||
| State | 40.6 | 21.6 | % | |||
| Foreign | 28.5 | 15.2 | % | |||
| Total Income Tax Paid | $ | 188.1 | 100.0 | % |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
| 2025 | ||||||
| Amount | Percent | |||||
| U.S. Federal Statutory Tax Rate | $ | 200.9 | 21.0 | % | ||
| State and Local Income Taxes, Net of Federal Income Tax Effect (a) | 17.4 | 1.8 | ||||
| Foreign Tax Effects | 8.2 | 0.9 | ||||
| Effect of Cross-Border Tax Laws | **(**3.1 | ) | **-**0.3 | |||
| Tax Credits | **(**6.2 | ) | **-**0.6 | |||
| Changes in Valuation Allowances | 3.2 | 0.3 | ||||
| Nontaxable or Nondeductible Items | 5.2 | 0.5 | ||||
| Changes in Unrecognized Tax Benefits | 1.0 | 0.1 | ||||
| Other Adjustments | **(**6.5 | ) | **-**0.7 | |||
| ASC 842 Right of Use Assets | 26.5 | 2.8 | ||||
| ASC 842 Lease Liabilities | (28.6 | ) | -3.0 | |||
| Other | (4.4 | ) | -0.5 | |||
| Effective Tax Rate | $ | 220.1 | 23.0 | % |
(a) State taxes in Florida, Illinois, New Jersey, New York, and Texas made up of the majority (greater than 50%) of the tax effect in this category.
| 2024 | 2023 | ||||||||
| Statutory rate | 21 | % | 21 | % | |||||
| Tax that would result from use of the federal statutory rate | $ | 158.8 | $ | 203.1 | |||||
| State and local income tax, net of federal effect | 23.3 | 30.1 | |||||||
| Varying tax rates of foreign affiliates | 6.9 | 6.8 | |||||||
| Valuation Allowances | 2.1 | 0.0 | |||||||
| Stock Options Exercised | (23.0 | ) | (21.8 | ) | |||||
| Reserve for Uncertain Tax Position | 0.3 | (0.3 | ) | ||||||
| Other | 2.6 | (6.1 | ) | ||||||
| Recorded tax expense | $ | 171.0 | $ | 211.8 | |||||
| Effective tax rate | 22.6 | % | 21.9 | % |
At December 31, 2025 and 2024, respectively, certain foreign subsidiaries of the Company had net operating loss carryforwards of approximately $8.1 and $8.3, which are not subject to expiration. The Company believes that it is more likely than not that the benefit from these net operating loss carryforwards will not be realized. In recognition of this risk, the Company has provided a valuation allowance of $8.1 and $8.3 at December 31, 2025 and 2024, respectively, on the deferred tax asset relating to these net operating loss carryforwards.
The Company also believes that it is more likely than not that the benefit from certain additional deferred tax assets of a foreign subsidiary will not be realized. In recognition of this risk, the Company maintains a valuation allowance of $0.6 and $0.7 at December 31, 2025 and 2024, respectively, on these deferred tax assets.
The Company has foreign tax credit carryforwards of approximately $9.3 and $5.2 as of December 31, 2025 and 2024, respectively. The Company believes that it is more likely than not that the benefit from a majority of the foreign tax credit carryforwards as of December 31, 2025 will not be realized. In recognition of this risk, the Company has provided a valuation allowance of $8.4 and $5.2 at December 31, 2025 and 2024, respectively, on the deferred tax asset relating to these foreign tax credit carryforwards. The Company does not have any undistributed earnings of foreign subsidiaries that are considered to be indefinitely reinvested outside of the U.S.
The Company has recorded liabilities in connection with uncertain tax positions, which, although supportable by the Company, may be challenged by tax authorities.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Unrecognized tax benefits at January 1 | $ | 5.4 | $ | 5.1 | $ | 5.8 | ||||||
| Gross increases - tax positions in current period | 6.1 | 0.9 | 0.0 | |||||||||
| Lapse of statute of limitations | **(**0.7 | ) | (0.6 | ) | (0.7 | ) | ||||||
| Unrecognized tax benefits at December 31 | $ | 10.8 | $ | 5.4 | $ | 5.1 |
Included in the balance of unrecognized tax benefits at December 31, 2025, 2024 and 2023 are $9.1, $4.5 and $4.2, respectively, of tax benefits that, if recognized, would affect the effective tax rate. Also included in the balance of unrecognized tax benefits at December 31, 2025, 2024 and 2023 are $1.7, $0.9 and $0.9, respectively, of tax benefits that, if recognized, would result in adjustments to deferred taxes.
The Company is subject to U.S. federal income tax as well as income tax in multiple state and international jurisdictions. The Company’s U.S. federal income tax returns are closed for tax years through 2021. The Company is currently under audit by several state taxing authorities for the years 2017 through 2023. It is reasonably possible that a decrease of approximately $0.5 in the unrecognized tax benefits may occur within the next twelve months related to the settlement of these audits or the lapse of applicable statutes of limitations.
The Company’s policy for recording interest associated with income tax examinations is to record interest as a component of Income before Income Taxes. During the twelve months ended December 31, 2025, 2024, and 2023, the Company recognized interest expense associated with uncertain tax positions of approximately $0.5, $0.4 and $0.3, respectively. As of December 31, 2025, 2024, and 2023, the Company had accrued interest expense related to unrecognized tax benefits of $2.0, $1.3 and $0.9, respectively.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “Act”), which contains provisions effective January 1, 2023, including a 15% corporate minimum tax and a 1% excise tax on stock buybacks. The law did not have any material impacts on the Company's consolidated financial position, results of operations or cash flows during the year ended December 31, 2025.
On July 4,2025, President Trump signed into law the legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14" and commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). The legislation includes several provisions that may impact the timing and magnitude of certain tax deductions. Key provisions include the permanent extension of several key elements of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation and an immediate tax deduction for domestic research costs. The tax provisions in OBBBA did not have a material impact on our financial position and results of operations, and had approximately a minimal benefit to operating cash flows.
13.
Stock Based Compensation Plans and Other Benefit Plans
The Company's Long-Term Incentive Program (“LTIP”) provides employees with an award of stock options and grants of restricted stock units (“RSUs”), and grants of performance share units (“PSUs”) to members of the Company's Executive Leadership Team (“ELT”). Awards are granted in the first quarter of each year. The Company recognizes the grant-date fair value for each of these awards, less estimated forfeitures, as compensation expense ratably over the vesting period. For employees and directors that meet retirement eligibility requirements, the expense related to share-based compensation is recognized on the date of grant as there is no future service period required for the awards to vest.
Stock Options
The Company has non-qualified options outstanding under the LTIP. Stock options outstanding are issued at market value on the date of grant, vest on the third anniversary of the date of grant and must be exercised within 10 years of the date of grant.
However, upon a participant’s termination of employment (other than termination for cause, death, disability or retirement), a participant will generally have 30 days (90 days for grants made after May 13, 2022) to exercise any vested stock options, subject to specified conditions. If, upon termination of a participant’s employment (other than a termination for cause), a participant is at least 55 years old, has at least five years of service, and the sum of the participant’s age and years of service is at least 65, the participant may exercise any vested stock options granted between 2007 through 2017 within a period of three years from the date of termination or, if earlier, the date such stock options otherwise would have expired, subject to specified conditions. Starting with stock options granted in 2018, a terminated employee who meets the above conditions may exercise any stock options until the date such stock options otherwise would have expired, subject to specified conditions. Issuances of Common Stock to satisfy employee stock option exercises currently are made from treasury stock.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
Stock option transactions for the year ended December 31, 2025 were as follows:
| Weighted | |||||||||||||||
| Weighted | Average | ||||||||||||||
| Average | Remaining | Aggregate | |||||||||||||
| Exercise | Contractual | Intrinsic | |||||||||||||
| Options | Price | Term | Value | ||||||||||||
| Outstanding as of December 31, 2024 | 8.4 | $ | 77.10 | ||||||||||||
| Granted | 1.1 | 110.19 | |||||||||||||
| Exercised | (0.5 | ) | 58.25 | ||||||||||||
| Cancelled | (0.2 | ) | 91.53 | ||||||||||||
| Outstanding as of December 31, 2025 | 8.8 | $ | 81.83 | 5.6 | $ | 63.9 | |||||||||
| Exercisable as of December 31, 2025 | 5.9 | $ | 73.65 | 4.4 | $ | 63.2 |
The following table summarizes information relating to options outstanding and exercisable as of December 31, 2025:
| Options Outstanding | Options Exercisable | |||||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||||||||
| Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||
| Range of | as of | Remaining | Exercise | as of | Exercise | |||||||||||||||
| Exercise Prices | 12/31/2025 | Contractual Life | Price | 12/31/2025 | Price | |||||||||||||||
| $40.01 - $50.00 | 0.2 | 0.7 | $ | 48.94 | 0.2 | $ | 48.94 | |||||||||||||
| $50.01 - $60.00 | 1.1 | 2.2 | $ | 51.25 | 1.1 | $ | 51.25 | |||||||||||||
| $60.01 - $70.00 | 0.0 | 0.0 | $ | 0.0 | 0.0 | $ | 0.0 | |||||||||||||
| $70.01 - $80.00 | 2.1 | 4.0 | $ | 75.34 | 2.1 | $ | 75.34 | |||||||||||||
| $80.01 - $90.00 | 3.3 | 6.3 | $ | 84.30 | 2.4 | $ | 84.73 | |||||||||||||
| $90.01 - $100.00 | 0.2 | 8.1 | $ | 94.11 | 0.1 | $ | 92.53 | |||||||||||||
| $100.01 - $110.00 | 1.0 | 8.2 | $ | 100.76 | 0.0 | $ | 0.0 | |||||||||||||
| $110.01 - $120.00 | 0.9 | 9.2 | $ | 112.06 | 0.0 | $ | 0.0 | |||||||||||||
| 8.8 | 5.6 | $ | 81.83 | 5.9 | $ | 73.65 |
The table above represents the Company’s estimate of stock options fully vested and expected to vest. Expected forfeitures are not material and, therefore, are not reflected in the table above.
The following table provides information regarding the intrinsic value of stock options exercised and stock compensation expense related to stock option awards:
| 2025 | 2024 | 2023 | |||||||||
| Intrinsic Value of Stock Options Exercised | $ | 23.0 | $ | 134.0 | $ | 125.5 | |||||
| Stock Compensation Expense Related to Stock Option Awards | $ | 26.9 | $ | 28.7 | $ | 26.3 | |||||
| Issued Stock Options | 1.1 | 1.1 | 1.0 | ||||||||
| Weighted Average Fair Value of Stock Options issued (per share) | $ | 32.86 | $ | 29.90 | $ | 24.06 | |||||
| Fair Value of Stock Options Issued | $ | 34.9 | $ | 31.5 | $ | 24.9 |
The following table provides a summary of the assumptions used in the valuation of issued stock options:
| 2025 | 2024 | 2023 | |||||||||
| Risk-free interest rate | 4.2 | % | 4.2 | % | 4.0 | % | |||||
| Expected life in years | 7.0 | 7.2 | 7.3 | ||||||||
| Expected volatility | 22.6 | % | 22.3 | % | 22.4 | % | |||||
| Dividend yield | 1.1 | % | 1.1 | % | 1.3 | % |
The fair value of stock options is based upon the Black Scholes option pricing model. The Company determined the stock options’ lives based on historical exercise behavior and their expected volatility and dividend yield based on the historical changes in stock price and dividend payments. The risk-free interest rate is based on the yield of an applicable term Treasury instrument.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
As of December 31, 2025, there was a fair value of $22.6 related to unamortized stock option compensation expense, which is expected to be recognized over the next three years. The Company’s Consolidated Statements of Cash Flow reflect an add back related to stock option awards of $26.9, $28.7 and $26.3 in 2025, 2024 and 2023, respectively, for non-cash compensation expense.
Restricted Stock Units
The Company granted employees 145,550 RSUs with a total fair value of $15.2 at a weighted average grant date fair value of $104.72 per RSU during the year ended December 31, 2025. The Company granted employees 121,050 RSUs with a total fair value of $12.4 at a weighted average grant date fair value of $102.40 per RSU during the year ended December 31, 2024. The annual RSU grants vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to the recipient’s continued employment with the Company from the grant date through the applicable vesting date, and are settled with shares of the Company’s Common Stock within 60 days following the applicable vesting date.
In connection with the Hero Acquisition, 854,882 shares of restricted stock were issued to certain individuals in October 2022 with a total fair value of $61.5. This restricted stock is recognized as compensation expense ratably over the vesting period if those individuals continue to be employed by the Company. The vesting requirements are satisfied at various dates over a three-year period from the date of the acquisition. 854,882 shares have vested as of December 31, 2025. The restricted stock expense associated with the Hero Acquisition for the twelve months ended December 31, 2025, 2024 and 2023 was $5.8, $20.3 and $29.2, respectively, and is included in the Non-cash compensation expense caption in the consolidated statement of cash flows.
In connection with the Touchland Acquisition, Touchland’s founder was granted rights to receive shares of our common stock valued at $50.0, with 50% of such shares vesting at each of the first and second year anniversaries of the closing. The value of common stock received by Touchland's founder will be recognized as a compensation expense ratably over the two-year vesting period if the individual continues to be employed by the Company. The restricted stock expense associated with the Touchland Acquisition for the twelve months ended December 31, 2025 was $11.5, and is included in the non-cash compensation expense caption in the consolidated statement of cash flows. Refer to Note 6 for additional details.
In January 2021, the Company issued cash-settled stock units under the Omnibus Equity Plan to all employees at the level of vice president and below. These restricted stock units have vested and were settled on the fifth anniversary of the date of grant. As a result of the issued cash-settled stock units, the Company recorded stock compensation expense of $0.9 and $1.3 in 2024 and 2023, respectively. The liability was approximately $3.4 and $4.4 as of December 31, 2025 and 2024, respectively.
Performance Stock Units
In the first quarter each of 2025, 2024, and 2023, respectively, the Company granted PSUs to members of the ELT, including the CEO, with an aggregate award of 18,140, 19,960, and 19,650 PSUs, respectively. The PSUs were valued at a weighted average grant date fair value equal to $136.76 in 2025, $122.24 in 2024 and $110.95 in 2023 per PSU using a Monte Carlo model. The performance target is based on the Company's total shareholder return ("TSR") relative to a Company selected peer group. The PSUs vest on the later of (i) the third anniversary of the grant date, and (ii) the date that the Board's Compensation & Human Capital Committee certifies the achievement of the applicable performance goals, in each case, subject to the recipient’s continued employment with the Company from the grant date through the vesting date. The number of shares that may be issued ranges from 0% to 200% based on relative TSR during the three-year performance period.
Employee Stock Purchase Plan
The Company’s Employee Stock Purchase Plan (“ESPP”) was adopted in February 2023 by the Company’s Board of Directors and became effective in April 2023 upon approval by the Company’s stockholders. There are 750,000 shares of Common Stock reserved for issuance under the ESPP. The ESPP, which is intended to be an “employee stock purchase plan” under Section 423 of the Internal Revenue Code, permits eligible employees to purchase Common Stock through after-tax payroll deductions. Currently, the purchase price under the ESPP is 85% of the fair market value of our Common Stock on the last trading day of the applicable quarterly purchase period. The maximum value of Common Stock that an eligible employee may purchase each calendar year is the lesser of 10% of an eligible employee’s annual pay and $25,000. There are four purchase periods in each calendar year under the ESPP, which begin on the first business day of each calendar quarter and end on the last business day of each calendar quarter. The first purchase period commenced in January 2025. There are 660,582 Common Shares remaining as of December 31, 2025 that are reserved for issuance under the ESPP.
Deferred Compensation Plans
The Company maintains a non-qualified deferred compensation plan under which certain members of management are eligible to defer a maximum of 85% of their regular compensation (i.e., salary) and, in general, up to 85% of their incentive bonus. As of January 1, 2024, the
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
limit was decreased from 85% to a maximum of 70% for both regular compensation and incentive bonus. The amounts deferred under this plan are credited with earnings or losses based upon changes in values of notional investments selected by the plan participant. The investment options available include notional investments in various stock, bond and money market funds as well as the Company’s Common Stock. Each plan participant is fully vested in the amounts the participant defers. The plan permits the Company to make profit sharing contributions that cannot otherwise be contributed to the qualified savings and profit-sharing plan due to limitations established by the Internal Revenue Service. These contributions vest under the same vesting schedule applicable to the qualified plan.
The liability to plan participants for contributions designated for notional investment in Common Stock is based on the quoted fair value of the Common Stock plus any dividends credited. The Company uses cash-settled hedging instruments to minimize the cost related to the volatility of Common Stock. At December 31, 2025 and 2024, the amount of the Company’s liability under the deferred compensation plan is included in Current and Deferred and Other Long-term Liabilities and was $134.9 and $135.8 respectively and the funded balances recorded in Other Assets amounted to $120.9 and $127.2, respectively. The amounts charged to earnings, including the effect of the hedges, totaled expense of $2.8, $2.0 and $3.7 in 2025, 2024 and 2023, respectively.
Non-employee members of the Company’s Board are eligible to defer up to 100% of their directors’ compensation into a similar plan; however, the only option for investment is Common Stock. Members of the Board are fully vested in their account balance. As of December 31, 2025, there were approximately 92,000 shares of Common Stock from shares held as Treasury Stock in a rabbi trust to protect the interest of the directors’ deferred compensation plan participants in the event of a change of control.
14.
Share Repurchases
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.
As of December 31, 2025, there remains $228.9 of share repurchase availability under the 2021 Share Repurchase Program.
In May 2025, the Company entered into an accelerated share repurchase ("ASR") contract with a commercial bank to purchase Common Stock. The Company paid $300.0 to the bank, inclusive of fees, and received 2.8 million shares in May 2025 and 0.3 million shares in August 2025 at an average total share price of $95.71. The Company purchased all 3.1 million shares under the evergreen share repurchase program and used cash on hand to fund the purchase price.
In August and September 2025, the Company executed open market purchases of 3.2 million shares for $300.0, inclusive of fees, of which $170.0 was purchased under the evergreen share repurchase program and $130.0 was purchased under the 2021 Share Repurchase Program. The shares were purchased at an average share price of $92.81 and the Company used cash on hand to fund the open market purchases.
In November and December 2025, the Company executed open market purchases of 3.6 million shares for $300.0, inclusive of fees, of which all 3.6 million shares were purchased under the 2021 Share Repurchase Program. The shares were purchased at an average share price of $83.59 and the Company used cash on hand to fund the open market purchases.
15.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income is defined as net income and other changes in stockholders’ equity from transactions and other events from sources other than stockholders.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
The components of changes in accumulated other comprehensive income (“AOCI”) are as follows:
| Accumulated | |||||||||||||||
| Foreign | Defined | Other | |||||||||||||
| Currency | Benefit | Derivative | Comprehensive | ||||||||||||
| Adjustments | Plans | Agreements | Income (Loss) | ||||||||||||
| Balance December 31, 2022 | $ | (46.4 | ) | $ | 1.7 | $ | 15.4 | $ | (29.3 | ) | |||||
| Other comprehensive income (loss) before reclassifications | 8.6 | 3.9 | (4.9 | ) | 7.6 | ||||||||||
| Amounts reclassified to consolidated statement of income(a) | 0.0 | 0.0 | (7.3 | ) | (7.3 | ) | |||||||||
| Tax benefit (expense) | 0.0 | (1.0 | ) | 2.8 | 1.8 | ||||||||||
| Other comprehensive income (loss) | 8.6 | 2.9 | (9.4 | ) | 2.1 | ||||||||||
| Balance December 31, 2023 | $ | (37.8 | ) | $ | 4.6 | $ | 6.0 | $ | (27.2 | ) | |||||
| Other comprehensive income (loss) before reclassifications | (15.4 | ) | (0.2 | ) | 20.8 | 5.2 | |||||||||
| Amounts reclassified to consolidated statement of income(a) | 0.0 | 0.0 | (4.0 | ) | (4.0 | ) | |||||||||
| Tax benefit (expense) | 0.0 | 0.0 | (4.9 | ) | (4.9 | ) | |||||||||
| Other comprehensive income (loss) | (15.4 | ) | (0.2 | ) | 11.9 | (3.7 | ) | ||||||||
| Balance December 31, 2024 | $ | (53.2 | ) | $ | 4.4 | $ | 17.9 | $ | (30.9 | ) | |||||
| Other comprehensive income (loss) before reclassifications | 21.9 | 0.6 | **(**10.1 | ) | 12.4 | ||||||||||
| Amounts reclassified to consolidated statement of income(a) | 0.0 | 0.0 | **(**5.1 | ) | **(**5.1 | ) | |||||||||
| Tax benefit (expense) | 0.0 | **(**0.2 | ) | 3.9 | 3.7 | ||||||||||
| Other comprehensive income (loss) | 21.9 | 0.4 | **(**11.3 | ) | 11.0 | ||||||||||
| Balance December 31, 2025 | $ | **(**31.3 | ) | $ | 4.8 | $ | 6.6 | $ | **(**19.9 | ) |
(a)
Amounts reclassified to cost of sales, selling, general and administrative expenses, or interest expense.
16.
Commitments, Contingencies and Guarantees
Commitments
a. The Company has a partnership with a supplier of raw materials that mines and processes sodium-based mineral deposits. The Company purchases the majority of its sodium-based raw material requirements from the partnership. The partnership agreement terminates upon two years’ written notice by either partner. Under the partnership agreement, the Company has an annual commitment to purchase 240,000 tons of sodium-based raw materials at the prevailing market price. The Company is not engaged in any other material transactions with the partnership or the partner supplier.
b. As of December 31, 2025, the Company had commitments of approximately $361.4. These commitments include the purchase of raw materials, packaging supplies and services from its vendors at market prices to enable the Company to respond quickly to changes in customer orders or requirements, as well as costs associated with licensing and promotion agreements.
c. As of December 31, 2025, the Company had various guarantees and letters of credit totaling $9.1.
d. In connection with the December 1, 2020 acquisition of the ZICAM® brand (the "Zicam Acquisition"), the Company deferred an additional cash payment of $20.0 related to certain indemnifications provided by the seller. The Company has withheld payment as of December 31, 2025 for any future indemnity obligations.
In connection with the December 24, 2021 acquisition of the THERABREATH® brand (the "TheraBreath Acquisition"), the Company deferred payment of a $14.0 portion of the purchase price related to certain indemnity obligations provided by the seller. The deferred amount is payable in installments between two and four years from the closing, with the first installment payment of $2.0 paid in January 2024, an additional $5.9 paid in the first quarter of 2025. The Company paid a final amount of $5.0 in January 2026.
In connection with the October 13, 2022 Hero Acquisition, the Company deferred an additional cash payment of $8.0 to satisfy certain indemnification obligations. The additional amount, to the extent not used in satisfaction of such indemnity obligations, is payable five years from the closing.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
In connection with the July 16, 2025 Touchland Acquisition, the business acquisition liability was contingent upon the achievement of certain 2025 net sales thresholds, and will require a cash payment of $159.0 in the first half of 2026. The initial fair value of this business acquisition liability was $140.0, which was established in the purchase price allocation. During 2025, the Company increased the fair value of the business acquisition liability to $159.0 based on updated 2025 net sales. The changes in fair value were recorded within the Consumer Domestic segment. The Company deferred an additional cash payment of $5.0 to satisfy certain indemnification obligations. The additional amount, to the extent not used in satisfaction of such indemnity obligations, is payable three years from the closing.
e. In addition, in conjunction with the Company’s acquisition and divestiture activities, the Company entered into select guarantees and indemnifications of performance with respect to the fulfillment of the Company’s commitments under applicable purchase and sale agreements. The arrangements generally indemnify the buyer or seller for damages associated with breach of contract, inaccuracies in representations and warranties surviving the closing date and satisfaction of liabilities and commitments retained under the applicable contract. Representations and warranties that survive the closing date generally survive for periods up to five years or the expiration of the applicable statutes of limitations. Potential losses under the indemnifications are generally limited to a portion of the original transaction price, or to other lesser specific dollar amounts for select provisions. With respect to sale transactions, the Company also routinely enters into non-competition agreements for varying periods of time. Guarantees and indemnifications with respect to acquisition and divestiture activities, if triggered, could have a materially adverse impact on the Company’s financial condition, results of operations and cash flows.
Legal proceedings
f. In addition to the matters described above, from time to time in the ordinary course of its business the Company is the subject of, or party to, various pending or threatened legal, regulatory or governmental actions or other proceedings, including, without limitation, those relating to, intellectual property, commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are generally subject to considerable uncertainty and their outcomes, and any related damages, may not be reasonably predictable or estimable. Any such proceedings could result in a material adverse outcome negatively impacting the Company’s business, financial condition, results of operations or cash flows.
17.
Related Party Transactions
The following summarizes the balances and transactions between the Company and each of Armand and ArmaKleen, in which the Company held a 50% ownership interest.
| Armand | ArmaKleen**(2)** | ||||||||||||||||||||||
| Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||
| Purchases by Company | $ | 13.0 | $ | 13.7 | $ | 14.9 | $ | 0.0 | $ | 0.0 | $ | 0.0 | |||||||||||
| Sales by Company | $ | 0.0 | $ | 0.0 | $ | 0.0 | $ | 0.0 | $ | 0.9 | $ | 1.4 | |||||||||||
| Outstanding Accounts Receivable | $ | 1.1 | $ | 0.9 | $ | 1.6 | $ | 0.0 | $ | 0.0 | $ | 1.4 | |||||||||||
| Outstanding Accounts Payable | $ | 1.2 | $ | 1.0 | $ | 0.8 | $ | 0.0 | $ | 0.0 | $ | 0.0 | |||||||||||
| Administration & Management Oversight Services(1) | $ | 2.6 | $ | 2.3 | $ | 2.3 | $ | 0.0 | $ | 1.6 | $ | 2.1 |
(1)
Billed by Company and recorded as a reduction of SG&A expenses.
(2)
In October 2024, the Company sold its 50% interest in ArmaKleen to our joint venture partner.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
18.
Segments
Segment Information
The Company operates three reportable segments: Consumer Domestic, Consumer International and Specialty Products Division. These segments are determined based on differences in the nature of products and organizational and ownership structures.
Segment revenues are derived from the sale of the following products:
| Segment | Products / Other | |||
| Consumer Domestic | Household and personal care products | |||
| Consumer International | Primarily personal care products | |||
| SPD | Specialty Products |
As of December 31, 2025, the Company holds a 50% ownership interest in Armand. The Company's 50% interest in ArmaKleen 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. The Company’s equity in earnings of Armand and ArmaKleen, totaling $7.9, $9.1, and $8.7 for the three years ending December 31, 2025, 2024 and 2023, respectively, are not included in a reportable segment.
Our reportable segments comprise the structure used by our Chief Executive Officer, who has been determined to be the Chief Operating Decision Maker ("CODM") to make key operating decisions and assess performance. The CODM considers Income from Operations for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment. Asset information and capital expenditures are not regularly provided to the CODM.
The following tables present financial information relating to the Company’s segments for each of the three years in the period ended December 31, 2025:
| Year Ended December 31, 2025 | ||||||||||||||||||||
| Consumer Domestic | Consumer International | SPD | Consolidating Reclassification**(1)** | Total Consolidated | ||||||||||||||||
| Net Sales | $ | 4,774.8 | $ | 1,129.4 | $ | 299.0 | - | $ | 6,203.2 | |||||||||||
| Cost of sales | 2,544.0 | 625.5 | 190.4 | 68.5 | 3,428.4 | |||||||||||||||
| Gross Profit | 2,230.8 | 503.9 | 108.6 | (68.5 | ) | 2,774.8 | ||||||||||||||
| Marketing expenses | 532.7 | 172.7 | 3.5 | - | 708.9 | |||||||||||||||
| Research and Development(2) | 129.1 | 13.5 | 3.0 | - | 145.6 | |||||||||||||||
| Selling, general and administrative expenses | 648.2 | 201.5 | 61.5 | (68.5 | ) | 842.7 | ||||||||||||||
| Income from Operations | 920.8 | 116.2 | 40.6 | - | 1,077.6 | |||||||||||||||
| Year Ended December 31, 2024 | ||||||||||||||||||||
| Consumer Domestic | Consumer International | SPD | Consolidating Reclassification**(1)** | Total Consolidated | ||||||||||||||||
| Net Sales | $ | 4,732.3 | $ | 1,071.5 | $ | 303.3 | $ | - | $ | 6,107.1 | ||||||||||
| Cost of sales | 2,450.1 | 605.5 | 193.5 | 67.9 | 3,317.0 | |||||||||||||||
| Gross Profit | 2,282.2 | 466.0 | 109.8 | (67.9 | ) | 2,790.1 | ||||||||||||||
| Marketing expenses | 538.5 | 156.9 | 2.7 | - | 698.1 | |||||||||||||||
| Research and Development(2) | 123.7 | 12.7 | 3.3 | - | 139.7 | |||||||||||||||
| Selling, general and administrative expenses | 607.7 | 183.6 | 64.7 | (67.9 | ) | 788.1 | ||||||||||||||
| VMS Trade name and other asset impairments | 327.4 | 29.7 | - | - | 357.1 | |||||||||||||||
| Income from Operations | 684.9 | 83.1 | 39.1 | - | 807.1 | |||||||||||||||
| Year Ended December 31, 2023 | ||||||||||||||||||||
| Consumer Domestic | Consumer International | SPD | Consolidating Reclassification**(1)** | Total Consolidated | ||||||||||||||||
| Net Sales | $ | 4,571.2 | $ | 975.7 | $ | 321.0 | - | $ | 5,867.9 | |||||||||||
| Cost of sales | 2,434.0 | 568.7 | 216.3 | 60.4 | 3,279.4 | |||||||||||||||
| Gross Profit | 2,137.2 | 407.0 | 104.7 | (60.4 | ) | 2,588.5 | ||||||||||||||
| Marketing expenses | 509.5 | 127.7 | 4.1 | - | 641.3 | |||||||||||||||
| Research and Development(2) | 107.1 | 11.1 | 4.2 | - | 122.4 | |||||||||||||||
| Selling, general and administrative expenses | 590.9 | 164.0 | 72.9 | (60.4 | ) | 767.4 | ||||||||||||||
| Income from Operations | 929.7 | 104.2 | 23.5 | - | 1,057.4 |
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(In millions, except share and per share data)
(1)
Reflects the administrative costs of the production planning and logistics functions which are elements of Cost of Sales in the Company’s Consolidated Statements of Income but are allocated to the operating segments in Selling, General and Administrative expenses to determine operating segment income before income taxes.
(2)
All costs for Research & Development administration, global compliance, technology support, packaging and sustainability are reported in the Consumer Domestic segment.
Other segment expenses for each of the three years in the period ended December 31, 2025 include the following:
| Consumer Domestic | Consumer International | SPD | Total Consolidated | |||||||||||||
| Depreciation & Amortization | ||||||||||||||||
| 2025 | $ | 210.1 | $ | 25.8 | $ | 11.5 | $ | 247.4 | ||||||||
| 2024 | 199.8 | 29.1 | 10.2 | 239.1 | ||||||||||||
| 2023 | 183.9 | 27.7 | 13.6 | 225.2 |
Other than the differences noted in the footnote above, the accounting policies followed by each of the segments, including intersegment transactions, are substantially consistent with the accounting policies described in Note 1.
Product line revenues from external customers for each of the three years ended December 31, 2025, 2024 and 2023 were as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Household Products | $ | 2,556.9 | $ | 2,584.3 | $ | 2,484.1 | ||||||
| Personal Care Products | 2,217.9 | 2,148.0 | 2,087.1 | |||||||||
| Total Consumer Domestic | 4,774.8 | 4,732.3 | 4,571.2 | |||||||||
| Total Consumer International | 1,129.4 | 1,071.5 | 975.7 | |||||||||
| Total SPD | 299.0 | 303.3 | 321.0 | |||||||||
| Total Consolidated Net Sales | $ | 6,203.2 | $ | 6,107.1 | $ | 5,867.9 |
Household Products include laundry, deodorizing, and cleaning products. Personal Care Products include condoms, pregnancy kits, oral care products, skin care products, hair care products and gummy dietary supplements.
Geographic Information
Approximately 82%, 82% and 83% of the net sales reported in the accompanying consolidated financial statements in 2025, 2024 and 2023, respectively, were to customers in the U.S. Approximately 96%, 96% and 96% of long-lived assets were located in the U.S. at December 31, 2025, 2024 and 2023, respectively. Other than the U.S., no one country accounts for more than 5% of consolidated net sales and 5% of total assets.
Customers
A group of four customers accounted for approximately 44%, 43% and 44% of consolidated net sales in 2025, 2024, and 2023, respectively, of which a single customer (Walmart Inc. and its affiliates) accounted for approximately 23%, 23% and 23% in 2025, 2024 and 2023, respectively.
I****TEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
I****TEM 9A. CONTROLS AND PROCEDURES
a)
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this Annual Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report are effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act are (i) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the disclosure.
b)
Management’s Report on Internal Control Over Financial Reporting
The Company’s management’s report on internal control over financial reporting is set forth in Item 8 of this Annual Report and is incorporated by reference herein. The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting, which is set forth in Item 8 of this Annual Report.
c)
Change in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
I****TEM 9B. OTHER INFORMATION
(c) During the quarter ended December 31, 2025, 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).
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