Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per share data)

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Net Sales$1,511.2$1,454.2$3,014.5$2,884.0
Cost of sales799.1815.31,615.41,623.1
Gross Profit712.1638.91,399.11,260.9
Marketing expenses152.4132.2304.4254.5
Selling, general and administrative expenses222.8213.1452.8420.9
Income from Operations336.9293.6641.9585.5
Equity in earnings of affiliates3.12.04.26.4
Other income (expense), net3.71.76.73.0
Interest expense**(**23.2)(27.9)**(**48.2)(56.7)
Income before Income Taxes320.5269.4604.6538.2
Income taxes77.048.2133.4113.8
Net Income$243.5$221.2$471.2$424.4
Weighted average shares outstanding - Basic244.3245.0243.9244.4
Weighted average shares outstanding - Diluted247.0247.9246.5247.4
Net income per share - Basic$1.00$0.90$1.93$1.74
Net income per share - Diluted$0.99$0.89$1.91$1.72
Cash dividends per share$0.28$0.27$0.57$0.54

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Net Income$243.5$221.2$471.2$424.4
Other comprehensive income, net of tax:
Foreign exchange translation adjustments**(**2.8)3.3**(**6.3)5.7
Defined benefit plan adjustments gain0.00.0**(**0.2)1.5
Income (loss) from derivative agreements3.0(4.9)4.6(5.7)
Other comprehensive (loss) income0.2(1.6)**(**1.9)1.5
Comprehensive income$243.7$219.6$469.3$425.9

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except share and per share data)

June 30,December 31,
20242023
Assets
Current Assets
Cash and cash equivalents$491.7$344.5
Accounts receivable, less allowances of $7.4 and $7.3587.9526.9
Inventories627.3613.3
Other current assets48.345.0
Total Current Assets1,755.21,529.7
Property, Plant and Equipment, Net943.6927.7
Equity Investment in Affiliates12.812.0
Trade Names and Other Intangibles, Net3,244.73,302.3
Goodwill2,432.62,431.5
Other Assets373.2366.0
Total Assets$8,762.1$8,569.2
Liabilities and Stockholders' Equity
Current Liabilities
Short-term borrowings$6.1$3.9
Current portion of long-term debt0.0199.9
Accounts payable673.2630.6
Accrued expenses and other liabilities460.8580.4
Income taxes payable9.67.2
Total Current Liabilities1,149.71,422.0
Long-term Debt2,207.62,202.2
Deferred Income Taxes742.4743.1
Deferred and Other Long-term Liabilities324.1313.7
Business Acquisition Liabilities32.832.8
Total Liabilities4,456.64,713.8
Commitments and Contingencies
Stockholders' Equity
Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued0.00.0
Common Stock, $1.00 par value, Authorized 600,000,000 shares and 293,709,982 shares issued as of June 30, 2024 and December 31, 2023293.7293.7
Additional paid-in capital518.7454.8
Retained earnings6,345.26,012.3
Accumulated other comprehensive loss**(**29.1)(27.2)
Common stock in treasury, at cost: 48,938,056 shares as of June 30, 2024 and 50,557,219 shares as of December 31, 2023**(**2,823.0)(2,878.2)
Total Stockholders' Equity4,305.53,855.4
Total Liabilities and Stockholders' Equity$8,762.1$8,569.2

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(In millions)

Six Months Ended
June 30,June 30,
20242023
Cash Flow From Operating Activities
Net Income$471.2$424.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense38.834.6
Amortization expense78.476.1
Deferred income taxes**(**7.4)(1.9)
Equity in net earnings of affiliates**(**4.2)(6.4)
Distributions from unconsolidated affiliates3.34.4
Non-cash compensation expense40.239.5
Other5.10.2
Change in assets and liabilities:
Accounts receivable**(**62.2)(32.4)
Inventories**(**8.2)(24.3)
Other current assets1.78.8
Accounts payable61.0(4.7)
Accrued expenses**(**108.8)(12.4)
Income taxes payable0.96.6
Other operating assets and liabilities, net**(**9.9)(3.3)
Net Cash Provided By Operating Activities499.9509.2
Cash Flow From Investing Activities
Additions to property, plant and equipment**(**76.6)(63.2)
Graphico acquisition**(**19.9)0.0
Proceeds from sale of assets6.60.0
Other**(**1.6)(6.0)
Net Cash Used In Investing Activities**(**91.5)(69.2)
Cash Flow From Financing Activities
Long-term debt (repayments)**(**200.2)(200.0)
Short-term debt (repayments), net of borrowings2.5(70.6)
Proceeds from stock options exercised79.588.3
Payment of cash dividends**(**138.2)(133.0)
Deferred financing and other**(**1.0)(0.1)
Net Cash Provided By (Used In) Financing Activities**(**257.4)(315.4)
Effect of exchange rate changes on cash and cash equivalents**(**3.8)2.0
Net Change In Cash and Cash Equivalents147.2126.6
Cash and Cash Equivalents at Beginning of Period344.5270.3
Cash and Cash Equivalents at End of Period$491.7$396.9

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW-CONTINUED

(Unaudited)

(In millions)

Six Months Ended
June 30,June 30,
20242023
Cash paid during the period for:
Interest (net of amounts capitalized)$48.2$57.9
Income taxes$140.0$109.2
Supplemental disclosure of non-cash investing activities:
Property, plant and equipment expenditures included in Accounts Payable$12.3$25.4

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In millions)

Number of SharesAmounts
Common StockTreasury StockCommon StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal Stockholders' Equity
December 31, 2022293.7(49.8)$293.7$366.2$5,524.6$(29.3)$(2,665.3)$3,489.9
Net income0.00.00.00.0203.20.00.0203.2
Other comprehensive income (loss)0.00.00.00.00.03.10.03.1
Cash dividends0.00.00.00.0(66.3)0.00.0(66.3)
Stock based compensation expense and stock option plan transactions0.00.30.027.8(0.3)0.010.337.8
March 31, 2023293.7(49.5)$293.7$394.0$5,661.2$(26.2)$(2,655.0)$3,667.7
Net income0.00.00.00.0221.20.00.0221.2
Other comprehensive income (loss)0.00.00.00.00.0(1.6)0.0(1.6)
Cash dividends0.00.00.00.0(66.7)0.00.0(66.7)
Stock based compensation expense and stock option plan transactions0.01.80.028.6(0.4)0.062.290.4
June 30, 2023293.7(47.7)$293.7$422.6$5,815.3$(27.8)$(2,592.8)$3,911.0
Number of SharesAmounts
Common StockTreasury StockCommon StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal Stockholders' Equity
December 31, 2023293.7**(**50.6)$293.7$454.8$6,012.3$**(**27.2)$**(**2,878.2)$3,855.4
Net income0.00.00.00.0227.70.00.0227.7
Other comprehensive income (loss)0.00.00.00.00.0**(**2.1)0.0**(**2.1)
Cash dividends0.00.00.00.0**(**69.0)0.00.0**(**69.0)
Stock based compensation expense and stock option plan transactions0.01.40.043.5**(**0.2)0.045.488.7
March 31, 2024293.7**(**49.2)$293.7$498.3$6,170.8$**(**29.3)$**(**2,832.8)$4,100.7
Net income0.00.00.00.0243.50.00.0243.5
Other comprehensive income (loss)0.00.00.00.00.00.20.00.2
Cash dividends0.00.00.00.0**(**69.2)0.00.0**(**69.2)
Stock based compensation expense and stock option plan transactions0.00.30.020.40.10.09.830.3
June 30, 2024293.7**(**48.9)$293.7$518.7$6,345.2$**(**29.1)$**(**2,823.0)$4,305.5

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In millions, except per share data)

1.

Basis of Presentation

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

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”).

The Company incurred research and development expenses in the second quarter of 2024 and 2023 of $33.0 and $30.2, respectively. The Company incurred research and development expenses in the first six months of 2024 and 2023 of $63.1 and $56.9, respectively. These expenses are included in selling, general and administrative (“SG&A”) expenses.

2.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”) 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations, intended to add certain qualitative and quantitative disclosure requirements for a buyer in a supplier finance program. The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for all entities for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The Company adopted the standard on January 1, 2023 which resulted in additional disclosures. Refer to Note 13.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adoption on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure which includes amendments that further expand income tax disclosures, by requiring the disaggregation of information in the rate reconciliation table, and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied either prospectively or retrospectively. 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.

3.

Inventories

Inventories consist of the following:

June 30,December 31,
20242023
Raw materials and supplies$140.2$137.5
Work in process44.240.2
Finished goods442.9435.6
Total$627.3$613.3

4.

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

PP&E consists of the following:

June 30,December 31,
20242023
Land$28.2$28.3
Buildings and improvements345.4317.8
Machinery and equipment973.4895.1
Software125.9122.6
Office equipment and other assets118.6105.2
Construction in progress247.0348.4
Gross PP&E1,838.51,817.4
Less accumulated depreciation894.9889.7
Net PP&E$943.6$927.7
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Depreciation expense on PP&E$20.4$17.7$38.8$34.6

5.

Earnings Per Share (“EPS”)

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

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

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Weighted average common shares outstanding - basic244.3245.0243.9244.4
Dilutive effect of stock options2.72.92.63.0
Weighted average common shares outstanding - diluted247.0247.9246.5247.4
Antidilutive stock options outstanding1.12.51.13.9

6.

Stock Based Compensation Plans

In the first quarter of 2023, the Company updated its Long-Term Incentive Program (“LTIP”) to provide employees with an award of stock options and initial grants of restricted stock units (“RSUs”), and made an initial grant of performance share units ("PSUs") to members of the Company's Executive Leadership Team ("ELT"). In connection with this update, the awards are now granted in the first quarter of each year. Prior to 2023, the awards were granted in the second quarter. 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 following table provides a summary of option activity:

Weighted
Average
WeightedRemaining
AverageContractualAggregate
ExerciseTermIntrinsic
OptionsPrice (per share)(in Years)Value
Outstanding at December 31, 202310.2$68.77
Granted1.0100.41
Exercised(1.5)50.74
Cancelled(0.1)85.49
Outstanding at June 30, 20249.6$74.936.2$277.5
Exercisable at June 30, 20246.1$66.714.8$225.6

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

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Intrinsic Value of Stock Options Exercised$12.5$97.0$81.3$107.7
Stock Compensation Expense Related to Stock Option Awards$4.0$4.4$20.5$18.9
Issued Stock Options0.00.01.01.0
Weighted Average Fair Value of Stock Options issued (per share)$0.0$0.0$29.90$24.03
Fair Value of Stock Options Issued$0.0$0.0$30.8$24.7

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

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Risk-free interest rateN/AN/A4.2%4.0%
Expected life in yearsN/AN/A7.27.3
Expected volatilityN/AN/A22.3%22.4%
Dividend yieldN/AN/A1.1%1.3%

Restricted Stock Units

The Company granted employees 100,050 RSUs with a total fair value of $10.2 at a weighted average grant date fair value of $101.88 per RSU during the six months ended June 30, 2024 and granted employees 117,920 RSUs with a total fair value of $10.1 at a weighted average grant date fair value of $85.99 per RSU during the six months ended June 30, 2023. The annual RSU grants vest one-third on each of the first, second and third anniversaries of the grant date, subject to the recipient’s continued employment with the Company from the grant date through the applicable vesting date, and are settled with shares of the Company’s Common Stock within 60 days following the applicable vesting date.

Additionally, in connection with the Hero Acquisition (see Note 10), 854,882 shares of restricted stock were issued 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, with the first 213,719 vesting in April of 2024. The restricted stock expense associated with the Hero Acquisition for the six months ended June 30, 2024 and 2023 was $12.5 and $14.6, respectively, and is included in the Non-cash compensation expense caption in the condensed consolidated statement of cash flows.

Performance Stock Units

In the first quarter of 2024 and 2023, respectively, the Company granted PSUs to members of the Executive Leadership Team including the CEO, with an aggregate award equal to 19,960 and 19,650 PSUs, respectively. The PSUs were valued at a weighted average grant date fair value equal to $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.

7.

Share Repurchases

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

As of June 30, 2024, there remains $658.9 of share repurchase availability under the 2021 Share Repurchase Program.

8.

Fair Value Measurements

The following table presents the carrying amounts and estimated fair values of the Company’s other financial instruments at June 30, 2024 and December 31, 2023:

June 30, 2024December 31, 2023
InputCarryingFairCarryingFair
LevelAmountValueAmountValue
Financial Assets:
Cash equivalentsLevel 1$342.0$342.0$217.7$217.7
Financial Liabilities:
Short-term borrowingsLevel 26.16.13.93.9
Term loan due December 22, 2024Level 20.00.0200.0200.0
3.15% Senior notes due August 1, 2027Level 2424.9404.3424.8406.9
2.3% Senior notes due December 15, 2031Level 2399.4334.9399.3338.6
5.6% Senior notes due November 15, 2032Level 2499.2522.1499.2535.6
3.95% Senior notes due August 1, 2047Level 2397.7319.2397.7333.7
5.00% Senior notes due June 15, 2052Level 2499.8471.6499.8498.1
International long-term debtLevel 24.24.20.00.0

The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the six months ended June 30, 2024 and 2023.

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

The carrying amounts of Accounts Receivable, Accounts Payable, and Accrued and Other Liabilities, approximated estimated fair values as of June 30, 2024 and December 31, 2023.

9.

Derivative Instruments and Risk Management

Changes in interest rates, foreign exchange rates, the price of the Company’s Common Stock and commodity prices expose the Company to market risk. The Company manages these risks by the use of derivative instruments, such as cash flow and fair value hedges, diesel and commodity hedge contracts, equity derivatives and foreign exchange forward contracts. The Company does not use derivatives for trading or speculative purposes. Refer to Note 3 in the Form 10-K for a discussion of each of the Company’s derivative instruments in effect as of December 31, 2023.

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:

NotionalNotional
AmountAmount
June 30, 2024December 31, 2023
Derivatives designated as hedging instruments
Foreign exchange contracts$220.7$228.9
Diesel fuel contracts3.0 gallons2.3 gallons
Commodities contracts41.7 pounds59.0 pounds
Derivatives not designated as hedging instruments
Foreign exchange contracts$0.6$0.0
Equity derivatives$24.5$23.2

The fair values and amount of gain (loss) recognized in income and Other Comprehensive Income (“OCI”) associated with the derivative instruments disclosed above did not have a material impact on the Company’s condensed consolidated financial statements during the three and six months ended June 30, 2024.

10.

Acquisitions

On June 3, 2024, the Company acquired substantially all of the issued and outstanding shares of capital stock of Graphico, Inc. ("Graphico"), a Japan-based distributor focused on consumer goods primarily in the Japanese market (the “Graphico Acquisition”). The Company paid $19.9, 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 preliminary fair values of the net assets at acquisition are set forth as follows:

Accounts receivable$3.5
Inventory11.3
Other current assets1.5
Other long-term assets5.8
Customer relationship intangible asset7.1
Goodwill2.1
Accounts payable, accrued and other liabilities**(**4.9)
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.

On October 13, 2022, the Company acquired all of the issued and outstanding shares of capital stock of Hero Cosmetics, Inc. ("Hero"), the developer of the HERO® brand which includes the MIGHTY PATCH® acne treatment products (the “Hero Acquisition”). The Company paid $546.8, net of cash acquired, at closing, and deferred an additional cash payment of $8.0 for five years to satisfy certain indemnification obligations, if necessary. The Company also issued $61.5 of restricted stock which will be recognized as compensation expense as the vesting requirements for individuals who received the restricted stock, and will continue to be employed by the Company, are satisfied at various dates over a three-year period from the date of the acquisition, with 213,719 vesting in April of 2024. Hero’s annual net sales for the year ended December 31, 2022 were approximately $179.0. The Hero Acquisition

was financed with cash on hand and commercial paper borrowings and is managed in the Consumer Domestic segment. In the first quarter of 2023, the Company made a net cash payment of $3.5 primarily associated with final working capital adjustments.

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

Accounts receivable$19.5
Inventory25.4
Other current assets1.2
Property, plant and equipment0.4
Trade name400.0
Other intangible assets71.9
Goodwill156.1
Accounts payable, accrued and other liabilities**(**1.1)
Deferred and other long-term liabilities**(**1.4)
Deferred income taxes**(**117.2)
Business acquisition liabilities - long-term**(**8.0)
Cash purchase price (net of cash acquired)$546.8

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

11.

Goodwill and Other Intangibles, Net

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

Intangible Assets With a Useful Life

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

June 30, 2024December 31, 2023
GrossAmortizationGross
CarryingAccumulatedPeriodCarryingAccumulated
AmountAmortizationNet(Years)AmountAmortizationImpairmentsNet
Amortizable intangible assets:
Trade Names$1,384.1$**(**441.4)$942.73-20$1,385.5$(403.5)$0.0$982.0
Customer Relationships643.3**(**386.9)$256.415-20644.9(373.3)(3.5)268.1
Patents/Formulas205.6**(**121.3)84.34-20208.3(116.1)(1.9)90.3
Total$2,233.0$**(**949.6)$1,283.4$2,238.7$(892.9)$(5.4)$1,340.4

Intangible amortization expense was $30.7 and $31.1 for the second quarter of 2024 and 2023, respectively. Intangible amortization expense amounted to $61.5 and $62.2 for the first six months of 2024 and 2023, respectively. The Company estimates that intangible amortization expense will be approximately $122.0 in 2024 and approximately $121.0 declining to $87.0 annually over the next five years.

In the fourth quarter of 2022, the Company determined that a review of our ability to recover the carrying values of the global FINISHING TOUCH FLAWLESS intangible assets was necessary based on the discontinuance of certain products at a major retailer. The FINISHING TOUCH FLAWLESS assets consisted of the definite-lived trade name, customer relationships and technology assets recorded at acquisition. The Company evaluated our ability to recover the intangible assets by comparing the carrying amount to the future undiscounted cash flows and determined that the cash flows would not be sufficient to recover the carrying value of the assets. After determining the estimated fair value of the assets, which included a reduction in cash flows due to the loss of distribution mentioned above along with an expected continued decline in discretionary consumption and higher interest rates, a non-cash

impairment charge of $411.0 was recorded in the fourth quarter of 2022. The impairment charge is included in SG&A with $349.3 recorded in the Consumer Domestic segment and $61.7 recorded in the Consumer International segment. The impairment charge was applied as a full impairment of the customer relationship and technology assets and a partial impairment of the trade name. The remaining net book value of the trade name as of June 30, 2024 is $23.2 and will be amortized over a remaining useful life of 1.5 years. The estimated fair value of the intangible assets was determined using the income approach with Level 3 inputs. The Level 3 inputs include the discount rate of 8.5% applied to management’s estimates of future cash flows based on projections of revenue, gross margin, marketing expense and tax rates considering the loss of product distribution and the reduction in customer demand that FINISHING TOUCH FLAWLESS had been experiencing through December 31, 2022. The Company has implemented strategies to address the decline in profitability. However, if unsuccessful, a further decline could trigger a future impairment charge.

Indefinite-Lived Intangible Assets

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

June 30,December 31,
20242023
Trade Names$1,961.3$1,961.9

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

Fair value for indefinite-lived intangible assets was estimated based on a “relief from royalty” or “excess earnings” discounted cash flow method, which contains numerous variables that are subject to change as business conditions change, and therefore could impact fair values in the future. The key assumptions used in determining fair value are sales growth, profitability margins, tax rates, discount rates and royalty rates. The Company determined that the fair value of all indefinite-lived intangible assets for each of the years in the three-year period ended December 31, 2023 exceeded their respective carrying values based upon the forecasted cash flows and profitability.

The VITAFUSION and LIL' CRITTERS trade name is susceptible to future impairment risk. The carrying value of the VITAFUSION and LIL' CRITTERS trade name is $281.3. The fair value represented 154% of the carrying value as of October 1, 2023, the date of the Company’s last impairment test. The key assumptions used in the projections from the October 1, 2023 impairment analysis include a discount rate of 8.6%, revenue growth rates between 3% and 5% and EBITA margins between 12% and 15%. Other noncurrent assets supporting the VITAFUSION and LIL' CRITTERS brand are PP&E, net, including investments in future capacity expansion projects, of $173.0, and other intangible assets of $17.1.

The assumptions used in the October 1, 2023 tradename impairment test were based on market conditions and management’s expectation of the success of growth and profitability initiatives at that time. The growth and profitability initiatives were primarily from higher promotion and marketing spend, new product introductions and expansion in e-commerce and international markets.

In 2024, the vitamin category has continued to decline. We have also continued to experience a reduction in market share and profitability primarily due to significant product competition coming from new category entrants, including private label. In addition, residual impacts from past vitamin-specific supply chain challenges have resulted in reduced shelf space for VITAFUSION and LIL' CRITTERS at certain retailers and consumers switching to competitor’s brands. Management has implemented actions intended to improve the VITAFUSION and LIL' CRITTERS business which have included upgrading formulas for better texture and flavor to improve the consumer experience, new and innovative packaging and advertising, and introducing new product forms like soft chews. However, to date, these actions have not slowed the loss of market share in 2024 making it difficult to grow the business.

The above factors along with higher interest rates have resulted in a reduction in the expected future cash flows which have eroded a substantial portion of the excess between the fair and carrying value of the trade name. The Company monitors the performance of this business on at least a quarterly basis. Our current review did not indicate that a triggering event occurred in the second quarter as the Company continues to expect benefits from its efforts to stabilize the VITAFUSION and LIL' CRITTERS business. However, improvements in the business are taking longer than we anticipated. If our growth and profitability initiatives do not begin to realize benefits soon, the tradename is susceptible to impairment.

The Company’s global WATERPIK business has continued to experience a significant decline in customer demand for many of its products, primarily due to lower consumer spending for discretionary products from inflation and a growing number of water flosser consumers switching to more value-branded products. Waterpik's profitability has also been impacted by tariffs imposed on its products imported into the United States that were manufactured in China. As a result, the WATERPIK business has experienced declining sales and profits resulting in a reduction in expected future cash flows which have eroded a substantial portion of the excess between the fair and carrying value of the trade name. This indefinite-lived intangible asset may be susceptible to impairment and a

continued decline in fair value could trigger a future impairment charge of the WATERPIK trade name. The carrying value of the WATERPIK trade name was $644.7 and fair value represented 109% of the carrying value as of October 1, 2023. The key assumptions used in the projections from the Company’s October 1, 2023 impairment analysis include a discount rate of 8.8%, revenue growth rates between 0% and 4.5% and EBITA margins between 19% and 26%. These assumptions are based on current market conditions as of the date of the impairment analysis, recent trends and management’s expectation of the success of initiatives to lower costs and to develop lower-cost water flosser alternatives as well as improvement in the supply chain. While management has implemented strategies to address the risk, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair value. Due to the results of the Company's annual impairment test of the WATERPIK trade name, the Company monitors the performance of this business on at least a quarterly basis. Based on that review, the Company's expectations regarding the profitability of the global WATERPIK business has not substantially changed since the Company's last impairment test.

Goodwill

The carrying amount of goodwill is as follows:

ConsumerConsumerSpecialty
DomesticInternationalProductsTotal
Balance at December 31, 2023$2,061.1$234.4$136.0$2,431.5
Graphico acquired goodwill0.02.10.02.1
Passport divestiture0.00.0(1.0)(1.0)
Balance at June 30, 2024$2,061.1$236.5$135.0$2,432.6

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

12.

Leases

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

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

June 30,December 31,
Classification20242023
Assets
Right of use assetsOther Assets$189.0$186.0
Liabilities
Current lease liabilitiesAccrued and Other Liabilities$28.9$24.7
Long-term lease liabilitiesDeferred and Other Long-term Liabilities177.2174.9
Total lease liabilities$206.1$199.6
Other information
Weighted-average remaining lease term (years)7.98.1
Weighted-average discount rate4.6%4.5%
Three MonthsThree MonthsSix MonthsSix Months
EndedEndedEndedEnded
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Statement of Income
Lease cost(1)$9.9$7.9$19.8$15.6
Other information
Leased assets obtained in exchange for new lease liabilities net of modifications(2)$1.7$4.1$18.4$5.1
Cash paid for amounts included in the measurement of lease liabilities$8.5$7.9$16.3$15.5

(1)

Lease expense is included in cost of sales or SG&A expenses based on the nature of the leased item. Short-term lease expense is excluded from this amount and is not material. The Company also has certain variable leases which are not material. The non-cash component of lease expense for the first six months of 2024 and 2023 was $15.1 and $11.9, respectively, and is included in the Amortization caption in the condensed consolidated statement of cash flows.

(2)

In January 2024, the Company expanded space at one of its leased manufacturing facilities. This resulted in an increase to the Company’s right of use assets and corresponding lease liabilities of approximately $15.4 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
2024$18.3
202538.0
202629.6
202727.8
202825.2
2029 and thereafter109.3
Total future minimum lease commitments248.2
Less: Imputed interest(42.1)
Present value of lease liabilities$206.1

13.

Accounts Payable, Accrued and Other Liabilities

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

June 30,December 31,
20242023
Accounts payable$673.2$630.6
Accrued marketing and promotion costs230.1276.7
Accrued wages and related benefit costs82.5152.3
Other accrued current liabilities148.2151.4
Total$1,134.0$1,211.0

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

As of June 30, 2024, the obligations outstanding related to the SCF program amount to $89.7, recorded within Accounts Payable in the Condensed Consolidated Balance Sheets and $186.4 payments included in operating activities within the Company's Condensed Consolidated Statements of Cash Flows.

14.

Short-Term Borrowings and Long-Term Debt

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

June 30,December 31,
20242023
Short-term borrowings
Various debt due to international banks6.13.9
Total short-term borrowings$6.1$3.9
Long-term debt
Term loan due December 22, 2024$ 0.0$200.0
3.15% Senior notes due August 1, 2027425.0425.0
Less: Discount**(**0.1)(0.2)
2.3% Senior notes due December 15, 2031400.0400.0
Less: Discount**(**0.6)(0.7)
5.6% Senior notes due November 15, 2032500.0500.0
Less: Discount**(**0.8)(0.8)
3.95% Senior notes due August 1, 2047400.0400.0
Less: Discount**(**2.3)(2.3)
5.00% Senior notes due June 15, 2052500.0500.0
Less: Discount**(**0.2)(0.2)
Various debt due to international banks4.20.0
Debt issuance costs, net**(**17.6)(18.7)
Total long-term debt2,207.62,402.1
Less: Current maturities0.0(199.9)
Net long-term debt$2,207.6$2,202.2

15.

Accumulated Other Comprehensive Income (Loss)

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

Accumulated
ForeignDefinedOther
CurrencyBenefitDerivativeComprehensive
AdjustmentsPlansAgreementsIncome (Loss)
Balance at December 31, 2022$(46.4)$1.7$15.4$(29.3)
Other comprehensive income (loss) before reclassifications5.72.0(3.9)3.8
Amounts reclassified to condensed consolidated statement of income (a) (b)0.00.0(3.7)(3.7)
Tax benefit (expense)0.0(0.5)1.91.4
Other comprehensive income (loss)5.71.5(5.7)1.5
Balance at June 30, 2023$(40.7)$3.2$9.7$(27.8)
Balance at December 31, 2023$(37.8)$4.6$6.0$(27.2)
Other comprehensive income (loss) before reclassifications**(**6.3)**(**0.2)7.61.1
Amounts reclassified to condensed consolidated statement of income (a) (b)0.00.0**(**1.0)**(**1.0)
Tax benefit (expense)0.00.0**(**2.0)**(**2.0)
Other comprehensive income (loss)**(**6.3)**(**0.2)4.6**(**1.9)
Balance at June 30, 2024$**(**44.1)$4.4$10.6$**(**29.1)

(a)

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

(b)

The Company reclassified a gain of $0.3 and $2.8 to the condensed consolidated statements of income during the three months ended June 30, 2024 and 2023, respectively.

16. Commitments, Contingencies and Guarantees

Commitments

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

b. As of June 30, 2024, the Company had commitments of approximately $396.7 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 June 30, 2024, the Company had various guarantees and letters of credit totaling $6.0.

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 additional amount, to the extent not used in satisfaction of such indemnity obligations, is payable five years from the closing.

In connection with the December 24, 2021 TheraBreath Acquisition, the Company deferred an additional cash payment of $14.0 related to certain indemnity obligations provided by the seller. The additional amount, to the extent not used or witheld in satisfaction of such indemnity obligations, 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 $7.0 to be paid in December 2024 and the remaining $5.0 to be paid in December 2025.

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.

Legal proceedings

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.

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

17.

Related Party Transactions

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

ArmandArmaKleen
Six Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Purchases by Company$6.7$7.6$0.0$0.0
Sales by Company$0.0$0.0$0.6$0.6
Outstanding Accounts Receivable$0.7$0.4$0.3$1.4
Outstanding Accounts Payable$1.1$1.6$0.0$0.0
Administration & Management Oversight Services (1)$1.2$1.1$1.1$1.0

(1)

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

18.

Segments

Segment Information

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

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

SegmentProducts
Consumer DomesticHousehold and personal care products
Consumer InternationalPrimarily personal care products
SPDSpecialty chemical products

The Corporate segment income consists of equity in earnings of affiliates. As of June 30, 2024, the Company held 50% ownership interests in each of Armand and ArmaKleen, respectively. The Company’s equity in earnings of Armand and ArmaKleen, totaled $3.1 and $2.0 for the three months ended June 30, 2024 and 2023, respectively, and $4.2 and $6.4 for the six months ended June 30, 2024 and 2023, respectively, are included in the Corporate segment.

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

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

ConsumerConsumer
DomesticInternationalSPDCorporate**(3)**Total
Net Sales**(1)**
Second Quarter 2024$1,170.6$263.7$76.9$0.0$1,511.2
Second Quarter 20231,128.2241.984.10.01,454.2
First Six Months of 2024$2,335.8$518.7$160.0$0.0$3,014.5
First Six Months of 20232,245.1472.5166.40.02,884.0
Income before Income Taxes**(2)**
Second Quarter 2024$273.2$32.9$11.3$3.1$320.5
Second Quarter 2023230.727.59.22.0269.4
First Six Months of 2024$512.4$65.9$22.1$4.2$604.6
First Six Months of 2023459.456.416.06.4538.2

(1)

Intersegment sales from Consumer International to Consumer Domestic, which are not reflected in the table, were $7.0 and $3.4 for the three months ended June 30, 2024 and June 30, 2023, respectively, and were $12.6 and $7.0 for the six months ended June 30, 2024 and June 30, 2023, respectively.

(2)

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

(3)

The Corporate segment consists of equity in earnings of affiliates from Armand and ArmaKleen for the three and six months ended June 30, 2024 and June 30, 2023.

Product line revenues from external customers are as follows:

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Household Products$653.2$619.2$1,292.1$1,220.8
Personal Care Products517.4509.01,043.71,024.3
Total Consumer Domestic1,170.61,128.22,335.82,245.1
Total Consumer International263.7241.9518.7472.5
Total SPD76.984.1160.0166.4
Total Consolidated Net Sales$1,511.2$1,454.2$3,014.5$2,884.0

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

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

(In millions, except per share data)

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