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

Recent Developments

Supply Chain, Inflation, Labor, Consumer Demand and Competition

We continue to experience some adverse supply chain related impacts to our business, including raw material and labor shortages and interruptions. These negative impacts continue to result in some difficulty meeting consumer demand, particularly related to vitamins and our STERIMAR nasal congestion relief products. In addition, these negative impacts together with significant broad-based cost inflation and higher interest rates have affected input costs and consumer behavior. While conditions are improving and we expect pricing and productivity to offset inflation in the near term, we expect some raw material and labor shortages and input cost inflation to continue.

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

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

Looking forward, the impact that these challenges will continue to have on our operational and financial performance will depend on future developments, including inflationary impacts, retail customers' acceptance of all or a portion of any price increases, our continued ability to obtain an adequate supply of products and materials, the spread and severity of new COVID-19 variants, and the long-term impact of vaccines. Additionally, we may be impacted by our ability to recruit and retain a workforce and engage third-parties to manufacture and distribute our products, as well as any future government actions affecting employers and employees, consumers and the economy in general. The impact of any of these potential future developments are uncertain and difficult to predict considering the rapidly evolving landscape.

We are monitoring the impact of both inflation and recessionary indicators including the effect of corresponding government actions, such as raising interest rates to counteract inflation, that may negatively impact consumer spending, and how these factors will potentially influence future cash flows for the short and long term. While we expect that many of these effects will be transitory and that our value focused portfolio positions us well in inflationary and slowing economic environments, it is impossible to predict their impact.

Results of Operations

Consolidated results

	Three Months Ended				Change vs.		Three Months Ended
	March 31, 2023				Prior Year		March 31, 2022
Net Sales	$	1,429.8			10.2%		$	1,297.2
Gross Profit	$	622.0			12.6%		$	552.5
Gross Margin		43.5	%		+90 basis points			42.6	%
Marketing Expenses	$	122.3			20.0%		$	101.9
Percent of Net Sales		8.6	%		+70 basis points			7.9	%
Selling, General & Administrative Expenses	$	207.8			22.3%		$	169.9
Percent of Net Sales		14.5	%		+140 basis points			13.1	%
Income from Operations	$	291.9			4.0%		$	280.7
Operating Margin		20.4	%		-120 basis points			21.6	%
Net income per share - Diluted	$	0.82			-1.2%		$	0.83

Net Sales

Net sales for the quarter ended March 31, 2023 were $1,429.8, an increase of $132.6 or 10.2% as compared to the same period in 2022. The components of the net sales increase are as follows:

	Three Months Ended
	March 31,
Net Sales - Consolidated	2023
Product volumes sold		(—	%)
Pricing/Product mix		5.7	%
Foreign exchange rate fluctuations		(0.7	%)
Acquired product lines (1)		5.2	%
Net Sales increase		10.2	%

(1)

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

For the three months ended March 31, 2023, the volume change reflects increased product unit sales in the Consumer International segment, offset by decreased product unit sales in the Consumer Domestic and the SPD segments. For the three months ended March 31, 2023, price/mix was favorable in all three segments.

Gross Profit / Gross Margin

Our gross profit was $622.0 for the three months ended March 31, 2023, a $69.5 increase as compared to the same period in 2022. Gross margin increased 90 basis points (“bps”) in the first quarter of 2023 compared to the same period in 2022, due to favorable price/mix/volume of 160 bps, the impact of productivity programs of 160 bps, business acquisition mix benefits of 120 bps, lower transportation costs of 70 bps, and favorable foreign exchange of 10 bps, offset by the impact of higher manufacturing costs, including labor, of 360 bps, and higher commodities of 70 bps.

Operating Expenses

Marketing expenses for the three months ended March 31, 2023 were $122.3, an increase of $20.4 or 20.0% as compared to the same period in 2022. Marketing expenses as a percentage of net sales in the first quarter of 2023 increased by 70 bps to 8.6% as compared to 7.9% in the same period in 2022 due to 140 bps on higher expense, as we increased marketing spend as fill rates improved, offset by 70 bps of leverage on higher net sales.

SG&A expenses were $207.8 in the first quarter of 2023, an increase of $37.9 or 22.3% as compared to the same period in 2022. SG&A as a percentage of net sales increased 140 bps to 14.5% in the first quarter of 2023 as compared to 13.1% in the same period in 2022. The increase is due to 260 bps on higher expenses, offset by 120 bps of leverage associated with higher sales. The higher expenses for the three-month period ended March 31, 2023 are primarily due to expenses related to the Hero Acquisition.

Other (income) expense, net was nominal for the three months ended March 31, 2023 and 2022.

Interest expense for the three months ended March 31, 2023 increased $12.2 to $28.8, as compared to the same period in 2022, primarily due to higher interest rates.

Income Taxes

The effective tax rate for the three months ended March 31, 2023 was 24.4%, compared to 23.2% in the same period in 2022. The increase in the tax rate is primarily due to lower stock option exercises and non-deductible compensation expense related to the restricted stock issued for the Hero Acquisition.

Segment results

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

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

The Corporate segment income consists of equity in earnings of affiliates. As of March 31, 2023, we held 50% ownership interests in each of Armand and ArmaKleen, respectively. Our equity in earnings of Armand and ArmaKleen, totaled $4.4 and $2.4 for the three months ended March 31, 2023 and 2022, respectively, and are included in the Corporate segment. Certain subsidiaries that are included in the Consumer International segment manufacture and sell personal care products to the Consumer Domestic segment. These sales are eliminated from the Consumer International segment results set forth below.

Segment net sales and income before income taxes for the three months ended March 31, 2023 and March 31, 2022 are as follows:

	Consumer				Consumer
	Domestic				International				SPD				Corporate**(3)**				Total
Net Sales**(1)**
First Quarter of 2023	$	1,116.9			$	230.6			$	82.3			$	0.0			$	1,429.8
First Quarter of 2022		995.1				214.6				87.5				0.0				1,297.2
Income before Income Taxes**(2)**
First Quarter of 2023	$	228.7			$	28.9			$	6.8			$	4.4			$	268.8
First Quarter of 2022		222.7				29.6				11.5				2.4				266.2

(1)

Intersegment sales from Consumer International to Consumer Domestic, which are not reflected in the table, were $3.6 and $4.8 for the three months ended March 31, 2023 and March 31, 2022, respectively.

(2)

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

(3)

Corporate segment consists of equity in earnings of affiliates from Armand and ArmaKleen for the three months ended March 31, 2023 and March 31, 2022.

Product line revenues from external customers are as follows:

	Three Months Ended
	March 31,				March 31,
	2023				2022
Household Products	$	601.6			$	520.5
Personal Care Products		515.3				474.6
Total Consumer Domestic		1,116.9				995.1
Total Consumer International		230.6				214.6
Total SPD		82.3				87.5
Total Consolidated Net Sales	$	1,429.8			$	1,297.2

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

Consumer Domestic

Consumer Domestic net sales in the first quarter of 2023 were $1,116.9, an increase of $121.8 or 12.2% as compared to the same period in 2022. The components of the net sales change are the following:

	Three Months Ended
	March 31,
Net Sales - Consumer Domestic	2023
Product volumes sold		(0.9	%)
Pricing/Product mix		6.4	%
Acquired product lines (1)		6.7	%
Net Sales increase		12.2	%

(1)

Hero is included in our results since the date of acquisition.

The increase in net sales for the three months ended March 31, 2023, reflects the impact of the Hero Acquisition, ARM & HAMMER® Liquid Detergent, ARM & HAMMER® Cat Litter, THERABREATH® mouth wash, and XTRA® Liquid Detergent partially offset by declines in VITAFUSION® and L’IL CRITTERS® gummy vitamins, FINISHING TOUCH FLAWLESS® Hair Removal Products, and WATERPIK® Shower Heads.

Consumer Domestic income before income taxes for the first quarter of 2023 was $228.7, an increase of $6.0 as compared to the first quarter of 2022. The increase is due primarily to favorable price/mix of $55.8 and the impact of higher sales volumes of $27.0, offset by higher SG&A expenses of $35.9, higher marketing expenses of $19.3, higher manufacturing and distribution expenses of $11.6 and higher interest and other expenses of $9.9.

Consumer International

Consumer International net sales were $230.6 in the first quarter of 2023, an increase of $16.0 or 7.5% as compared to the same period in 2022. The components of the net sales change are the following:

	Three Months Ended
	March 31,
Net Sales - Consumer International	2023
Product volumes sold		6.8	%
Pricing/Product mix		4.8	%
Foreign exchange rate fluctuations		(4.1	%)
Net Sales increase		7.5	%

Excluding the impact of foreign exchange rates, sales growth is driven by BATISTE, VITAFUSION® and L’IL CRITTERS® gummy vitamins and FEMFRESH in the Global Markets Group (“GMG”) business, BATISTE and GRAVOL in Canada, BATISTE in Australia and in Europe and ARM & HAMMER® Liquid Detergent and STERIMAR in Mexico.

Consumer International income before income taxes was $28.9 in the first quarter of 2023, an $0.7 decrease as compared to the first quarter of 2022. Higher manufacturing and commodity costs of $11.2, higher SG&A expenses of $2.5, unfavorable foreign exchange rates of $1.6, higher marketing expenses of $0.6, and higher interest and other expenses of $0.7, were partially offset by a favorable price/mix of $9.2 and the impact of higher sales volumes of $6.8.

Specialty Products (“SPD”)

SPD net sales were $82.3 in the first quarter of 2023, a decrease of $5.2 or 5.9% as compared to the same period in 2022. The components of the net sales change are the following:

	Three Months Ended
	March 31,
Net Sales - SPD	2023
Product volumes sold		(7.5	%)
Pricing/Product mix		1.6	%
Net Sales decrease		(5.9	%)

Net sales decreased in the first quarter of 2023 primarily due to competitive imports within our domestic dairy segment.

SPD income before income taxes was $6.8 in the first quarter of 2023, a decrease of $4.7 as compared to the same period in 2022, due to higher SG&A costs of $2.2, the impact of lower sales volumes of $2.1, unfavorable manufacturing costs of $0.9 and higher marketing expenses of $0.6, offset by favorable price/product mix of $1.4.

Corporate

The Corporate segment includes equity in earnings of affiliates from Armand and ArmaKleen in the three months of 2023 and 2022. The Corporate segment income before income taxes was $4.4 in the first quarter of 2023, as compared to $2.4 in the same period in 2022.

Liquidity and Capital Resources

On June 16, 2022, we entered into a credit agreement (the “Credit Agreement”) that provides for our $1,500.0 unsecured revolving credit facility (the “Revolving Credit Facility”) that matures on June 16, 2027, unless extended. The Credit Agreement replaced our prior $1,000.0 unsecured revolving credit facility maturing on March 29, 2024 that was entered into on March 29, 2018. We have the ability to increase our borrowing up to an additional $750.0, subject to lender commitments and certain conditions as described in the Credit Agreement. Borrowings under the Credit Agreement are available for general corporate purposes and are used to support our $1,500.0 commercial paper program.

As of March 31, 2023, we had $202.8 in cash and cash equivalents, and approximately $1,480.0 available through the Revolving Credit Facility and our commercial paper program. To preserve our liquidity, we invest cash primarily in government money market funds, prime money market funds, short-term commercial paper and short-term bank deposits.

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

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

On October 28, 2021, the Board authorized a new 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. The 2021 Share Repurchase Program did not modify our evergreen share repurchase program, authorized by the Board on January 29, 2014, under which we may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under its incentive plans.

As of March 31, 2023, there remains $729.7 of share repurchase availability under the 2021 Share Repurchase Program.

On February 1, 2023, the Board declared a 4% increase in the regular quarterly dividend from $0.2625 to $0.2725 per share, equivalent to an annual dividend of $1.09 per share payable to stockholders of record as of February 15, 2023. The increase raises the annual dividend payout from $255.0 to approximately $265.0.

We anticipate that our cash from operations, together with our current borrowing capacity, will be sufficient to fund our share repurchase programs, pay debt and interest as it comes due, fund dividends, and meet our capital expenditure program costs. Capital expenditures in 2023 are expected to be approximately $250.0 primarily for manufacturing capacity investments in laundry, litter and vitamins to support expected future sales growth. Cash, together with our current borrowing capacity, may be used for acquisitions that would complement our existing product lines or geographic markets.

Cash Flow Analysis

	Three Months Ended
	March 31,				March 31,
	2023				2022
Net cash provided by operating activities	$	273.1			$	152.8
Net cash used in investing activities	$	(29.6	)		$	(15.7	)
Net cash used in financing activities	$	(311.7	)		$	(202.6	)

Net Cash Provided by Operating Activities – Our primary source of liquidity is the cash flow provided by operating activities, which is dependent on net income and changes in working capital. Our net cash provided by operating activities in the first three months ended March 31, 2023 increased by $120.3 to $273.1 as compared to $152.8 in the same period in 2022 due to an improvement in working capital and an increase in cash earnings (net income adjusted for non-cash items). The improvement in working capital is primarily related to lower investment in inventory for our discretionary brands and lower incentive compensation payments in 2023. We measure working capital effectiveness based on our cash conversion cycle. The following table presents our cash conversion cycle information for the quarters ended March 31, 2023 and 2022:

	As of
	March 31, 2023				March 31, 2022				Change
Days of sales outstanding in accounts receivable ("DSO")		27				28				(1	)
Days of inventory outstanding ("DIO")		72				69				3
Days of accounts payable outstanding ("DPO")		73				80				7
Cash conversion cycle		26				17				9

Our cash conversion cycle (defined as the sum of DSO and DIO less DPO) which is calculated using a two-period average method, increased nine days from the prior year. We continue to focus on reducing our working capital requirements.

Net Cash Used in Investing Activities – Net cash used in investing activities during the first three months of 2023 was $29.6, primarily reflecting $25.0 for property, plant and equipment additions. Net cash used in investing activities during the first three months of 2022 was $15.7, primarily reflecting $15.6 for property, plant and equipment additions.

Net Cash Used in Financing Activities – Net cash used in financing activities during the first three months of 2023 was $311.7 reflecting $255.6 of net debt payments, $66.3 of cash dividend payments, partially offset by $10.2 of proceeds from stock option exercises. Net cash used in financing activities during the first three months of 2022 was $202.6, reflecting $149.9 of net debt payments and $63.7 of cash dividend payments, partially offset by $11.0 of proceeds from stock option exercises.