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

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

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 13, 2025, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q.

Overview

We develop, manufacture and market a broad range of consumer household and personal care products and specialty products focused on animal nutrition, chemicals and commercial 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; VITAFUSION® and L’IL CRITTERS® gummy dietary supplements for adults and children, respectively; BATISTE® dry shampoo; WATERPIK® water flossers and showerheads; THERABREATH® oral care products; HERO® acne treatment products; TROJAN® condoms, lubricants and vibrators; SPINBRUSH® battery-operated toothbrushes; FIRST RESPONSE® home pregnancy and ovulation test kits; NAIR® depilatories; ORAJEL® oral analgesic; XTRA® laundry detergent; ZICAM® cold shortening and relief products; and TOUCHLAND® hand sanitizer products. Eight 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 eight brands are ARM & HAMMER®; OXICLEAN®; VITAFUSION® and L’IL CRITTERS®; BATISTE®; WATERPIK®; THERABREATH®; HERO®; and TOUCHLAND® and represent approximately 70% of our net sales and profits.

We sell our consumer products through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar and other discount stores, pet and other specialty stores and websites and other e-commerce channels, all of which sell our products to consumers. We sell our specialty products to industrial customers, livestock producers and through distributors.

We operate in three principal segments: Consumer Domestic, Consumer International, and our Specialty Products Division (“SPD”).

Recent Developments

Global Economic Conditions and Trade Policies

We continue to experience increased commodity cost volatility and economic uncertainty primarily due to rapid changes in U.S. trade policies including shifting changes in tariff policy. We continue to evaluate these evolving developments and have begun to take action to mitigate their impact on our business, including taking strategic actions for certain business lines (see Strategic Business Decisions), 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., potential price increases, adjusting inventories, lobbying and seeking exemptions with respect to tariffs. While the tariff situation remains fluid, we are focused on managing through these challenges. We are currently projecting twelve-month run-rate tariff costs of approximately $25.0 net of mitigation activities. Over the next 12 months, we believe our tariff cost exposure can be further reduced through additional supply chain efforts and surgical pricing.

Strategic Business Decisions

On May 1, 2025, we announced that we will be exiting the Flawless, Spinbrush and Waterpik showerhead businesses, which we intend to complete by early 2026. These businesses generated approximately $170.0 of annual Net Sales in 2024. We recorded a pre-tax charge of $51.0 in the second quarter of 2025 as a direct result of these actions, of which $30.4 was recorded in Cost of sales and $20.6 was recorded in SG&A. The charge was primarily recorded in the Consumer Domestic segment and was comprised of non-cash charges related to impairments of intangible and fixed assets, as well as inventory reserves.

On August 1, 2025, we announced that we are performing a strategic review of our vitamin business. This review includes potential actions to streamline our supply chain to strengthen the core business, joint venture or other partnership opportunities, and divestiture options. We expect to complete our strategic review by the end of 2025.

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.

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 domestic research cost expensing. The tax provisions in OBBBA are not expected to have a material impact on our financial position and results of operations, and we expect a marginal benefit to 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 $656.4, net of cash acquired, and 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. Contingent upon the achievement of certain 2025 net sales thresholds, the Touchland Acquisition may require payment of additional earnout consideration up to a maximum of $180.0 in cash in the second quarter of 2026. The majority of the purchase price was allocated to the trade name. Touchland’s annual net sales for the year ended December 31, 2024 were approximately $115.0. The Touchland Acquisition was financed with cash on hand and is managed in the Consumer Domestic and Consumer International segments.

New Credit Agreement

On July 17, 2025, the Company entered into an 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.

Other

For additional discussion, please refer to Item 1A, Risk Factors, and Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K.

Results of Operations

Consolidated results

Three Months EndedChange vs.Three Months Ended
September 30, 2025Prior YearSeptember 30, 2024
Net Sales$1,585.65.0%$1,510.6
Gross Profit$714.44.6%$683.1
Gross Margin45.1%-10 basis points45.2%
Marketing Expenses$202.99.2%$185.8
Percent of Net Sales12.8%50 basis points12.3%
Selling, General & Administrative Expenses$256.910.9%$231.7
Percent of Net Sales16.2%90 basis points15.3%
VMS Trade name and other asset impairments$0.0-100.0%$357.1
Percent of Net Sales0.0%-2,370 basis points23.7%
Income (loss) from Operations$254.6-378.3%$(91.5)
Operating Margin16.1%2,220 basis points(6.1%)
Net income (loss) per share - Diluted$0.75-341.9%$(0.31)
Nine Months EndedChange vs.Nine Months Ended
September 30, 2025Prior YearSeptember 30, 2024
Net Sales$4,559.00.7%$4,525.1
Gross Profit$2,021.0-2.9%$2,082.2
Gross Margin44.3%-170 basis points46.0%
Marketing Expenses$496.61.3%$490.2
Percent of Net Sales10.9%10 basis points10.8%
Selling, General & Administrative Expenses$712.84.1%$684.5
Percent of Net Sales15.6%50 basis points15.1%
VMS Tradename and other asset impairments$0.0-100.0%$357.1
Percent of Net Sales0.0%-790 basis points7.9%
Income from Operations$811.647.5%$550.4
Operating Margin17.8%560 basis points12.2%
Net income per share - Diluted$2.4149.7%$1.61

Net Sales

Net sales for the quarter ended September 30, 2025 were $1,585.6, an increase of $75.0 or 5.0% as compared to the same period in 2024. Net sales for the nine months ended September 30, 2025 were $4,559.0, an increase of $33.9 or 0.7% over the comparable nine month period of 2024. The components of the net sales increase are as follows:

Three Months EndedNine Months Ended
September 30,September 30,
Net Sales - Consolidated20252025
Product volumes sold(1)4.0%1.1%
Pricing/Product mix(2)(0.6%)(0.4%)
Foreign exchange rate fluctuations0.2%(0.2%)
Exit of product lines(3)(1.2%)(0.8%)
Acquisitions(4)2.6%1.0%
Net Sales increase5.0%0.7%

(1)

For the three months ended September 30, 2025, the volume change reflects increased product unit sales in all three segments. For the nine months ended September 30, 2025, the volume change reflects increased product unit sales in the Consumer Domestic and Consumer International segments, partially offset by decreased product unit sales in the SPD segment.

(2)

For both the three and nine months ended September 30, 2025, 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 are exiting 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.

Gross Profit / Gross Margin

Our gross profit was $714.4 for the three months ended September 30, 2025, a $31.3 increase as compared to the same period in 2024. Gross margin decreased 10 basis points (“bps”) in the third quarter of 2025 compared to the same period in 2024. The decline in gross margin was due primarily to the impact of higher manufacturing costs of 220 bps (including labor, commodities and tariffs, net of tariff mitigation actions), partially offset by the impact of productivity programs of 170 bps, benefits from the Touchland Acquisition of 20 bps, favorable price/mix/volume of 10 bps, and favorable foreign exchange of 10 bps.

Gross profit was $2,021.0 for the nine months ended September 30, 2025, a $61.2 decrease compared to the same period in 2024. Gross margin decreased 170 bps in the first nine months of 2025 compared to the same period in 2024. The decline in gross margin was due primarily to costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of 70 bps and tariff refunds in the prior year of 70 bps. Excluding these items, gross margin decreased by 30 bps due to the impact of higher manufacturing costs of 180 bps (including labor, commodities and tariffs, net of tariff mitigation actions), unfavorable price/mix/volume of 10 bps, and an unfavorable recall impact of 10 bps, partially offset by the impact of productivity programs of 160 bps, and benefits from the Touchland Acquisition of 10 bps.

Operating Expenses

Marketing expenses for the three months ended September 30, 2025 were $202.9, an increase of $17.1 or 9.2% as compared to the same period in 2024. Marketing expenses as a percentage of net sales in the third quarter of 2025 increased by 50 bps to 12.8% compared to 12.3% in the same period in 2024 due to 110 bps on higher expense as we invest in our brands to drive market share growth and support new products, offset by 60 bps of leverage on higher net sales. Marketing expenses for the nine months ended September 30, 2025 were $496.6, an increase of $6.4 or 1.3% as compared to the same period in 2024. Marketing expenses as a percentage of net sales for the first nine months of 2025 increased by 10 bps to 10.9% as compared to 10.8% in the same period in 2024 due to 20 bps on higher expense, as we invest in our brands to drive market share growth and support new products, offset by 10 bps of leverage on higher net sales.

SG&A expenses were $256.9 in the third quarter of 2025, an increase of $25.2 or 10.9% as compared to the same period in 2024. SG&A as a percentage of net sales increased 90 bps to 16.2% in the third quarter of 2025 as compared to 15.3% in the same period in 2024. The increase is due to 160 bps on higher expenses, primarily due to the Touchland acquisition, offset by 70 bps of leverage associated with higher sales. SG&A expenses for the first nine months of 2025 were $712.8, an increase of $28.3 or 4.1% as compared to the same period in 2024. SG&A as a percentage of net sales increased 50 bps to 15.6% in the first nine months of 2025 compared to 15.1% in 2024. The increase is due to 60 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, costs associated with the Touchland acquisition, offset by 10 bps of leverage on higher net sales.

Non**operating Expenses

VMS Tradename and other asset impairment charges were $357.1 million for the three and nine months ended September 30, 2024 related to non-cash charges to adjust 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 includes the VITAFUSION and L'IL CRITTERS tradename, primarily due to significant product competition coming from new category entrants, including private label. See Note 11, “Goodwill and Other Intangibles, Net” to the Condensed Consolidated Financial Statements included herein for additional information.

Interest income for the three months ended September 30, 2025 decreased $7.7 to $2.9 as compared to the same period in 2024 due to lower investment income from lower average cash balances. Interest income for the nine months ended September 30, 2025 increased $3.7 to $21.4 as compared to the same period in 2024.

Interest expense for the three months ended September 30, 2025 increased $0.4 to $23.8, as compared to the same period in 2024. Interest expense for the nine months ended September 30, 2025 decreased $1.0 to $70.6 as compared to the same period in 2024.

Other income (expense) was nominal for the three and nine months ended September 30, 2025 and 2024.

Income Taxes

The effective tax rate for the three months ended September 30, 2025 was 22.9%. The effective tax rate for the three months ended September 30, 2024 was a benefit of 25.9%. The effective tax benefit of 25.9% for the three months ended September 30, 2024 was impacted by the non-cash VMS impairment charge. Excluding the VMS impairment charge, the effective tax rate for the three months ended September 30, 2024 was 23.8%. The decrease in the tax rate for the three months ended September 30, 2025 is primarily attributable to state tax refund claims.

The effective tax rate for the nine months ended September 30, 2025 was 22.8%. The effective tax rate for the nine months ended September 30, 2024 was 21.3%. The effective tax rate for the nine months ended September 30, 2024 was impacted by the non-cash VMS impairment charge. Excluding the VMS impairment charge, the effective tax rate for the nine months ended September 30, 2024 was 22.6%.

The changes resulting from the tax provisions in OBBBA are not expected to have a material impact on our financial position and results of operations, and we expect a marginal benefit to cash flows.

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.

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

Segment net sales and income from operations for the three and nine months ended September 30, 2025 and September 30, 2024 are as follows:

ConsumerConsumer
DomesticInternationalSPDTotal
Net Sales
Third Quarter 2025$1,219.7$290.1$75.8$1,585.6
Third Quarter 20241,170.8267.772.11,510.6
First Nine Months of 2025$3,503.6$829.6$225.8$4,559.0
First Nine Months of 20243,506.6786.4232.14,525.1
Income (Loss) from Operations
Third Quarter 2025$217.1$28.8$8.7$254.6
Third Quarter 2024(97.5)(3.0)9.0(91.5)
First Nine Months of 2025$679.1$99.1$33.4$811.6
First Nine Months of 2024449.967.832.7550.4

Product line revenues from external customers are as follows:

Three Months EndedNine Months Ended
September 30,September 30,September 30,September 30,
2025202420252024
Household Products$646.7$637.4$1,911.6$1,929.5
Personal Care Products573.0533.41,592.01,577.1
Total Consumer Domestic1,219.71,170.83,503.63,506.6
Total Consumer International290.1267.7829.6786.4
Total SPD75.872.1225.8232.1
Total Consolidated Net Sales$1,585.6$1,510.6$4,559.0$4,525.1

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 third quarter of 2025 were $1,219.7, an increase of $48.9 or 4.2% as compared to the same period in 2024. Consumer Domestic net sales for the nine months ended September 30, 2025 were $3,503.6, a decrease of $3.0 or 0.1% as compared to the same period in 2024. The components of the net sales change are the following:

Three Months EndedNine Months Ended
September 30,September 30,
Net Sales - Consumer Domestic20252025
Product volumes sold3.7%0.2%
Pricing/Product mix(1.4%)(0.8%)
Exit of product lines (1)(1.4%)(0.6%)
Acquisition(2)3.3%1.1%
Net Sales increase (decrease)4.2%(0.1)%

(1)

In the second quarter of 2025, we announced that we are exiting the Flawless, Spinbrush, and Waterpik showerheads businesses.

(2)

The Touchland acquisition is included in our results since July 16, 2025, the date of acquisition.

The increase in net sales for the three months ended September 30, 2025, reflects the impact of the Touchland® Acquisition and growth from THERABREATH® mouth wash, HERO® acne treatment products, ARM & HAMMER® Cat Litter, and TROJAN® condoms, partially offset by declines from VITAFUSION® gummy dietary supplements, and WATERPIK® Oral Care. The decrease in net sales for the nine-month period ending September 30, 2025, includes declines from VITAFUSION® gummy dietary supplements, OXICLEAN® Stain Fighters and WATERPIK® Oral Care, partially offset by the impact of the Touchland® Acquisition and growth from THERABREATH® mouth wash and HERO® acne treatment products.

Consumer Domestic income from operations for the third quarter of 2025 was $217.1, an increase of $314.6 as compared to the third quarter of 2024. Income from operations was impacted in the third quarter of 2025 by Touchland transaction-related costs of $12.2 and in 2024 by the VMS non-cash intangible and PP&E impairment charges of $327.4. Excluding these charges, Consumer Domestic income from operations was comparable to the third quarter of 2024. The impact of higher sales volumes of $37.8 and the benefit of productivity programs of $23.3 was offset by higher manufacturing and distribution expenses of $33.3 (including tariffs), higher SG&A expenses of $9.3, unfavorable price/mix of $12.1, and higher marketing expenses of $6.7.

For the nine-month period ended September 30, 2025, income from operations was $679.1 an increase of $229.2 as compared to the first nine months of 2024. Income from operations was impacted for the nine-month period ended 2025 by non-cash charges associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $47.2 and Touchland transaction-related costs of $12.2. Income from operations was impacted for the nine-month period ended 2024 by the VMS non-cash intangible and PP&E impairment charges of $327.4. Excluding these charges, Consumer Domestic income from operations decreased $38.8. The decrease is primarily due to higher manufacturing and distribution expenses of $102.3 (including tariffs), and unfavorable price/mix of $30.9, partially offset by the benefit of productivity programs of $66.7, the impact of higher sales volumes of $11.0, lower marketing expenses of $7.1, and lower SG&A expenses of $12.2.

Consumer International

Consumer International net sales were $290.1 in the third quarter of 2025, an increase of $22.4 or 8.4% as compared to the same period in 2024. Consumer International net sales in the first nine months of 2025 were $829.6, an increase of $43.2 or 5.5% as compared to the same period in 2024. The components of the net sales change are the following:

Three Months EndedNine Months Ended
September 30,September 30,
Net Sales - Consumer International20252025
Product volumes sold5.9%5.5%
Pricing/Product mix1.8%0.6%
Foreign exchange rate fluctuations1.0%(1.0%)
Exit of product lines (1)(1.1%)(0.5%)
Acquisitions(2)0.8%0.9%
Net Sales increase8.4%5.5%

(1)

In the second quarter of 2025, we announced the exit of the Flawless, Spinbrush, and Waterpik showerheads businesses.

(2)

The Touchland acquisition is included in our results since July 16, 2025, the date of acquisition. The Graphico acquisition is included in our results since June 1, 2024, the date of acquisition.

Excluding the impact of foreign exchange rates, sales growth in the third quarter ended September 30, 2025 was driven by HERO® acne treatment products in the Global Markets Group ("GMG"), Canada, Germany, France, UK and Australia, THERABREATH® mouth wash in GMG and Canada, WATERPIK® Oral Care, BATISTE® dry shampoo and FEMFRESH in GMG, and ARM & HAMMER® Dental Care in Mexico. The increase in net sales for the nine-month period ending September 30, 2025, was driven HERO® acne treatment products in Canada, GMG, Europe, Germany, France, UK and Australia, THERABREATH® mouth wash in GMG and Canada, FEMFRESH in GMG and ARM & HAMMER® Baking Soda in GMG.

Consumer International income from operations was $28.8 in the third quarter of 2025, an increase of $31.8 as compared to the third quarter of 2024. Income from operations was impacted in the third quarter of 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 $2.1. The increase is due primarily to the impact of higher sales volumes of $6.0, favorable price/mix of $5.0, lower manufacturing and distribution expenses of $4.1 (including tariffs), and favorable foreign exchange rates of $2.3, partially offset by higher marketing expenses of $10.4, and higher SG&A expenses of $4.8. For the first nine months of 2025, income from operations was $99.1, an increase of $31.3 as compared to the same period in 2024. Income from operations was impacted for the nine-month period ended 2025 by the non-cash charges associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $3.8 and in the nine month-period ended 2024 by the VMS non-cash intangible and PP&E impairment charges of $29.7. Excluding these non-cash impairment charges, Consumer International income from operations increased $5.4. The increase is due primarily to the impact of higher sales volumes of $17.7, a favorable price/mix of $15.7, and lower manufacturing and distribution expenses of $1.5, partially offset by higher marketing expenses of $12.6, higher SG&A expenses of $11.1, and unfavorable foreign exchange rates of $5.6.

Specialty Products (“SPD”)

SPD net sales were $75.8 in the third quarter of 2025, an increase of $3.7 or 5.1% as compared to the same period in 2024. SPD net sales were $225.8 for the first nine months of 2025, a decrease of $6.3, or 2.7% as compared to the same period in 2024. The components of the net sales change are the following:

Three Months EndedNine Months Ended
September 30,September 30,
Net Sales - SPD20252025
Product volumes sold1.7%(0.3%)
Pricing/Product mix2.5%2.8%
Foreign exchange fluctuations0.0%0.3%
Exit of product lines (1)0.9%(5.5%)
Net Sales increase (decrease)5.1%(2.7%)

(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 three and nine months ended September 30, 2025 primarily due to growth in our sodium bicarbonate and animal nutrition businesses.

SPD income from operations was $8.7 in the third quarter of 2025, comparable to the same period in 2024 as favorable price/mix of $1.8 and higher volumes of $1.0 were offset by unfavorable manufacturing costs of $2.8 and higher SG&A expenses of $0.3. SPD income from operations was $33.4 in the first nine months of 2025, an increase of $0.7 as compared to the same period in 2024 due primarily to favorable price/product mix of $6.1 and lower SG&A expenses of $3.2 mainly from divestitures, partially offset by unfavorable manufacturing costs of $5.1, the impact of lower sales volumes of $2.9, and higher marketing expenses of $0.7.

Equity in Earnings of Affiliates

Equity in earnings of affiliates represents the results of Armand in the three and nine months of 2025 and 2024 and ArmaKleen in the first three and nine months of 2024. 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 an 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 $1,500.0 commercial paper program.

As of September 30, 2025, we had $305.3 in cash and cash equivalents, and approximately $1,993.0 available through our 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.

The current economic environment presents risks that could have adverse consequences for our liquidity. See “Our operating results have been, and could be in the future, adversely affected by natural disasters, public health crises, political crises, or other catastrophic events, or unfavorable worldwide, regional and local economic and financial market conditions” 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 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.

We have $528.9 of share repurchase availability under the 2021 Share Repurchase Program as of September 30, 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.

On January 29, 2025, the Board declared a 4% increase in the regular quarterly dividend from $0.28375 to $0.295 per share, equivalent to an annual dividend of $1.18 per share payable to stockholders of record as of February 14, 2025. The increase raises the annual dividend payout from $277.0 to approximately $287.0 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 $120.0 in 2025 including manufacturing capacity investments for THERABREATH® and Sterimar and an enterprise resource planning (ERP) project. 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

Nine Months Ended
September 30,September 30,
20252024
Net cash provided by operating activities$852.0$863.9
Net cash used in investing activities$(725.3)$(138.1)
Net cash used in financing activities$(793.9)$(318.3)

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 nine months ended September 30, 2025 decreased by $11.9 to $852.0 as compared to $863.9 in the same period in 2024 due to an increase in working capital partially offsetting an increase in cash earnings (net income adjusted for non-cash items). The increase in working capital is primarily related to lower accounts payable and accrued expense balances mainly due to lower inventory purchases partially offset by lower inventory and higher cash collections. The timing of inventory purchases as well as lower accounts receivable balances are mainly due to lower sales in our consumer domestic business. We measure working capital effectiveness based on our cash conversion cycle. The following table presents our cash conversion cycle information for the quarters ended September 30, 2025 and 2024:

Quarter ended as of
September 30, 2025September 30, 2024Change
Days of sales outstanding in accounts receivable ("DSO")3434-
Days of inventory outstanding ("DIO")6670(4)
Days of accounts payable outstanding ("DPO")7775(2)
Cash conversion cycle2329(6)

Our cash conversion cycle (defined as the sum of DSO and DIO less DPO) which is calculated using a quarter-to-quarter two-period average method, decreased six 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 the first nine months of 2025 was $725.3, primarily reflecting $656.4 for the Touchland Acquisition and $67.2 for additions to property, plant, and equipment. Net cash used in investing activities during the first nine months of 2024 was $138.1, primarily reflecting $125.2 for property, plant and equipment additions and $19.9 for the Graphico Acquisition, partially offset by $6.6 of proceeds from the sale of assets.

Net Cash Used in Financing Activities – Net cash used in financing activities during the first nine months of 2025 was $793.9, reflecting $600.0 of share repurchases, $216.4 of cash dividend payments and $5.9 related to the payment of a business acquisition liability, partially offset by $33.1 of proceeds from stock option exercises. Net cash used in financing activities during the first nine months of 2024 was $318.3 reflecting $200.4 of net debt payments and $207.4 of cash dividend payments, partially offset by $90.3 of proceeds from stock option exercises.

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