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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-10585

CHURCH & DWIGHT CO., INC.

(Exact name of registrant as specified in its charter)

     Delaware

     13-4996950

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification No.)

500 Charles Ewing Boulevard, Ewing, NJ 08628

(Address of principal executive offices)

Registrant’s telephone number, including area code: (609) 806-1200

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading Symbol(s)

     Name of each exchange
on which registered

     Common Stock, $1 par value

     CHD

     New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 30, 2025, there were 243,608,695 shares of Common Stock outstanding.

TABLE OF CONTENTS

PART I


Item		Page
1.	Financial Statements	3

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

3.	Quantitative and Qualitative Disclosures about Market Risk	31

4.	Controls and Procedures	31

PART II


1.	Legal Proceedings	33

1A.	Risk Factors	33

2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

5.	Other Information	33

6.	Exhibits	34

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per share data)


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2025			2024			2025			2024
Net Sales	$	1,506.3		$	1,511.2		$	2,973.4		$	3,014.5
Cost of sales		859.3			799.1			1,666.8			1,615.4
Gross Profit		647.0			712.1			1,306.6			1,399.1
Marketing expenses		157.1			152.4			293.7			304.4
Selling, general and administrative expenses		228.2			222.8			455.9			452.8
Income from Operations		261.7			336.9			557.0			641.9
Equity in earnings of affiliates		2.8			3.1			4.4			4.2
Interest income		9.2			3.8			18.5			7.2
Interest expense		(23.5	)		(23.2	)		(46.8	)		(48.2	)
Other income (expense), net		0.3			(0.1	)		(0.5	)		(0.5	)
Income before Income Taxes		250.5			320.5			532.6			604.6
Income taxes		59.5			77.0			121.5			133.4
Net Income	$	191.0		$	243.5		$	411.1		$	471.2

Weighted average shares outstanding - Basic		244.7			244.3			245.2			243.9
Weighted average shares outstanding - Diluted		246.4			247.0			247.2			246.5
Net income per share - Basic	$	0.78		$	1.00		$	1.68		$	1.93
Net income per share - Diluted	$	0.78		$	0.99		$	1.66		$	1.91
Cash dividends per share	$	0.30		$	0.28		$	0.59		$	0.57

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)


	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2025			2024			2025			2024
Net Income	$	191.0		$	243.5		$	411.1		$	471.2
Other comprehensive income, net of tax:
Foreign exchange translation adjustments		16.9			(2.8	)		23.2			(6.3	)
Defined benefit plan adjustments gain		0.0			0.0			0.4			(0.2	)
Income (loss) from derivative agreements		(9.2	)		3.0			(11.1	)		4.6
Other comprehensive (loss) income		7.7			0.2			12.5			(1.9	)
Comprehensive income	$	198.7		$	243.7		$	423.6		$	469.3

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,
	2025			2024
Assets
Current Assets
Cash and cash equivalents	$	923.2		$	964.1
Accounts receivable, less allowances of $5.4 and $5.1		611.0			600.8
Inventories		622.4			613.3
Other current assets		73.2			62.4
Total Current Assets		2,229.8			2,240.6

Property, Plant and Equipment, Net		923.5			931.7
Equity Investment in Affiliates		11.3			11.1
Trade Names and Other Intangibles, Net		2,816.2			2,888.5
Goodwill		2,433.2			2,433.2
Other Assets		374.2			378.0
Total Assets	$	8,788.2		$	8,883.1

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	703.0		$	705.1
Accrued expenses and other liabilities		498.2			605.5
Income taxes payable		7.4			5.3
Total Current Liabilities		1,208.6			1,315.9

Long-term Debt		2,205.8			2,204.6
Deferred Income Taxes		653.3			669.2
Deferred and Other Long-term Liabilities		326.8			332.6
Total Liabilities		4,394.5			4,522.3

Commitments and Contingencies
Stockholders' Equity
Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued		0.0			0.0
Common Stock, $1.00 par value, Authorized 600,000,000 shares and 293,709,982 shares issued as of June 30, 2025 and December 31, 2024		293.7			293.7
Additional paid-in capital		572.5			563.1
Retained earnings		6,585.4			6,319.7
Accumulated other comprehensive loss		(18.4	)		(30.9	)
Common stock in treasury, at cost: 50,151,459 shares as of June 30, 2025 and 47,830,141 shares as of December 31, 2024		(3,039.5	)		(2,784.8	)
Total Stockholders' Equity		4,393.7			4,360.8
Total Liabilities and Stockholders' Equity	$	8,788.2		$	8,883.1

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,
	2025			2024
Cash Flow From Operating Activities
Net Income	$	411.1		$	471.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		45.1			38.8
Amortization expense		72.4			78.4
Deferred income taxes		(12.8	)		(7.4	)
Business exit related impairments		51.0		0.0
Equity in net earnings of affiliates		(4.4	)		(4.2	)
Distributions from unconsolidated affiliates		4.3			3.3
Non-cash compensation expense		30.2			40.2
Other		5.7			5.1
Subtotal		602.6			625.4
Change in assets and liabilities:
Accounts receivable		4.3			(62.2	)
Inventories		(2.9	)		(8.2	)
Other current assets		(0.9	)		1.7
Accounts payable		(13.5	)		61.0
Accrued expenses		(149.6	)		(108.8	)
Income taxes payable		(12.9	)		0.9
Other operating assets and liabilities, net		(10.6	)		(9.9	)
Change in Working Capital		(186.1	)		(125.5	)
Net Cash Provided By Operating Activities		416.5			499.9
Cash Flow From Investing Activities
Additions to property, plant and equipment		(39.0	)		(76.6	)
Graphico acquisition	0.0				(19.9	)
Proceeds from sale of assets	0.0				6.6
Other		(0.6	)		(1.6	)
Net Cash Used In Investing Activities		(39.6	)		(91.5	)
Cash Flow From Financing Activities
Long-term debt (repayments)	0.0				(200.2	)
Short-term debt (repayments), net of borrowings	0.0				2.5
Proceeds from stock options exercised		26.6			79.5
Payment of cash dividends		(145.0	)		(138.2	)
Purchase of treasury stock		(300.0	)		0.0
Payment of business acquisition liability		(5.9	)		0.0
Other		(2.5	)		(1.0	)
Net Cash Used In Financing Activities		(426.8	)		(257.4	)
Effect of exchange rate changes on cash and cash equivalents		9.0			(3.8	)
Net Change In Cash and Cash Equivalents		(40.9	)		147.2
Cash and Cash Equivalents at Beginning of Period		964.1			344.5
Cash and Cash Equivalents at End of Period	$	923.2		$	491.7

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,
	2025		2024
Cash paid during the period for:
Interest (net of amounts capitalized)	$	46.6	$	48.2
Income taxes	$	146.7	$	140.0
Supplemental disclosure of non-cash investing activities:
Property, plant and equipment expenditures included in Accounts Payable	$	15.0	$	12.3

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 Shares					Amounts
	Common Stock		Treasury Stock			Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders' Equity
January 1, 2024		293.7		(50.6	)	$	293.7	$	454.8		$	6,012.3		$	(27.2	)	$	(2,878.2	)	$	3,855.4
Net income		0.0		0.0			0.0		0.0			227.7			0.0			0.0			227.7
Other comprehensive income (loss)		0.0		0.0			0.0		0.0			0.0			(2.1	)		0.0			(2.1	)
Cash dividends		0.0		0.0			0.0		0.0			(69.0	)		0.0			0.0			(69.0	)
Stock based compensation expense and stock option plan transactions		0.0		1.4			0.0		43.5			(0.2	)		0.0			45.4			88.7
March 31, 2024		293.7		(49.2	)	$	293.7	$	498.3		$	6,170.8		$	(29.3	)	$	(2,832.8	)	$	4,100.7
Net income		0.0		0.0			0.0		0.0			243.5			0.0			0.0			243.5
Other comprehensive income		0.0		0.0			0.0		0.0			0.0			0.2			0.0			0.2
Cash dividends		0.0		0.0			0.0		0.0			(69.2	)		0.0			0.0			(69.2	)
Stock based compensation expense and stock option plan transactions		0.0		0.3			0.0		20.4			0.1			0.0			9.8			30.3
June 30, 2024		293.7		(48.9	)	$	293.7	$	518.7		$	6,345.2		$	(29.1	)	$	(2,823.0	)	$	4,305.5

	Number of Shares					Amounts
	Common Stock		Treasury Stock			Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders' Equity
January 1, 2025		293.7		(47.8	)	$	293.7	$	563.1		$	6,319.7		$	(30.9	)	$	(2,784.8	)	$	4,360.8
Net income		0.0		0.0			0.0		0.0			220.1			0.0			0.0			220.1
Other comprehensive income		0.0		0.0			0.0		0.0			0.0			4.8			0.0			4.8
Cash dividends		0.0		0.0			0.0		0.0			(72.4	)		0.0			0.0			(72.4	)
Stock based compensation expense and stock option plan transactions		0.0		0.3			0.0		27.2			(0.2	)		0.0			10.7			37.7
March 31, 2025		293.7		(47.5	)	$	293.7	$	590.3		$	6,467.2		$	(26.1	)	$	(2,774.1	)	$	4,551.0
Net income		0.0		0.0			0.0		0.0			191.0			0.0			0.0			191.0
Other comprehensive income		0.0		0.0			0.0		0.0			0.0			7.7			0.0			7.7
Cash dividends		0.0		0.0			0.0		0.0			(72.6	)		0.0			0.0			(72.6	)
Stock purchases		0.0		(2.8	)		0.0		(30.0	)		0.0			0.0			(270.0	)		(300.0	)
Stock based compensation expense and stock option plan transactions		0.0		0.1			0.0		12.2			(0.2	)		0.0			4.6			16.6
June 30, 2025		293.7		(50.2	)	$	293.7	$	572.5		$	6,585.4		$	(18.4	)	$	(3,039.5	)	$	4,393.7

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)

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, 2024 (the “Form 10-K”).

The Company incurred research and development expenses in the second quarter of 2025 and 2024 of $35.8 and $33.0, respectively. The Company incurred research and development expenses in the first six months of 2025 and 2024 of $68.6 and $63.1, respectively. These expenses are included in selling, general and administrative (“SG&A”) expenses.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The amendments require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss. The standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted the standard retrospectively to all prior periods in the financial statements, which resulted in additional disclosures. Refer to Note 18 for additional information.

Recent Accounting Pronouncements Not Yet Adopted

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.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adoption on the Company’s related disclosures.

There have been no other accounting pronouncements issued but not yet adopted by the Company which are expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Inventories

Inventories consist of the following:


	June 30,		December 31,
	2025		2024
Raw materials and supplies	$	134.8	$	140.4
Work in process		40.2		45.4
Finished goods		447.4		427.5
Total	$	622.4	$	613.3

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

PP&E consists of the following:


	June 30,		December 31,
	2025		2024
Land	$	29.4	$	29.2
Buildings and improvements		357.6		348.2
Machinery and equipment		999.7		1,000.4
Software		134.6		129.6
Office equipment and other assets		136.6		129.3
Construction in progress(1)		210.0		215.1
Gross PP&E		1,867.9		1,851.8
Less accumulated depreciation		944.4		920.1
Net PP&E	$	923.5	$	931.7

(1) In connection with the Vitamins, Minerals and Supplements ("VMS") impairment review completed in the third quarter of 2024, the Company recorded an impairment charge of $60.0 in SG&A of Construction in progress assets. The charge was recorded in the Consumer Domestic segment. Refer to Note 11 for additional details.


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2025		2024		2025		2024
Depreciation expense on PP&E	$	22.5	$	20.4	$	45.1	$	38.8

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 Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2025		2024		2025		2024
Weighted average common shares outstanding - basic		244.7		244.3		245.2		243.9
Dilutive effect of stock options		1.7		2.7		2.0		2.6
Weighted average common shares outstanding - diluted		246.4		247.0		247.2		246.5
Antidilutive stock options outstanding		2.1		1.1		2.1		1.1

Stock Based Compensation Plans

The Company's Long-Term Incentive Program (“LTIP”) provides employees with an award of stock options and grants of restricted stock units (“RSUs”), and grants of performance share units ("PSUs") to members of the Company's Executive Leadership

Team ("ELT"). Awards are granted in the first quarter of each year. The Company recognizes the grant-date fair value for each of these awards, less estimated forfeitures, as compensation expense ratably over the vesting period. For employees and directors that meet retirement eligibility requirements, the expense related to share-based compensation is recognized on the date of grant as there is no future service period required for the awards to vest.

Stock Options

The following table provides a summary of option activity:


						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
				Exercise		Term		Intrinsic
	Options			Price (per share)		(in Years)		Value
Outstanding at December 31, 2024		8.4		$	77.10
Granted		1.0			110.70
Exercised		(0.4	)		57.01
Cancelled		(0.1	)		94.46
Outstanding at June 30, 2025		8.9		$	81.65		6.1	$	148.3
Exercisable at June 30, 2025		6.0		$	73.41		4.8	$	136.0

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


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2025		2024		2025		2024
Intrinsic Value of Stock Options Exercised	$	4.4	$	12.5	$	20.7	$	81.3
Stock Compensation Expense Related to Stock Option Awards	$	4.9	$	4.0	$	18.0	$	20.5
Issued Stock Options		0.0		0.0		1.0		1.0
Weighted Average Fair Value of Stock Options issued (per share)	$	0.0	$	0.0	$	33.05	$	29.90
Fair Value of Stock Options Issued	$	0.0	$	0.0	$	34.2	$	30.8

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


	Three Months Ended		Six Months Ended
	June 30,	June 30,	June 30,			June 30,
	2025	2024	2025			2024
Risk-free interest rate	N/A	N/A		4.2	%		4.2	%
Expected life in years	N/A	N/A		7.0			7.2
Expected volatility	N/A	N/A		22.6	%		22.3	%
Dividend yield	N/A	N/A		1.1	%		1.1	%

Restricted Stock Units

The Company granted employees 138,080 RSUs with a total fair value of $14.6 at a weighted average grant date fair value of $105.49 per RSU during the six months ended June 30, 2025 and 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. The annual RSU grants vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to the recipient’s continued employment with the Company from the grant date through the applicable vesting date, and are settled with shares of the Company’s Common Stock within 60 days following the applicable vesting date.

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, including 641,157 shares which have vested as of June 30, 2025, and

the final 213,725 shares vesting in October of 2025. The restricted stock expense associated with the Hero Acquisition for the six months ended June 30, 2025 and 2024 was $4.4 and $12.5, 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 each of 2025 and 2024, respectively, the Company granted PSUs to members of the ELT including the CEO, with an aggregate award of 18,140 and 19,960 PSUs, respectively. The PSUs were valued at a weighted average grant date fair value equal to $136.76 in 2025 and $122.24 in 2024 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.

Discounted Employee Stock Purchase Plan

The Company’s discounted Employee Stock Purchase Plan (“ESPP”) was adopted in February 2023 by the Company’s Board of Directors and became effective in April 2023 upon approval by the Company’s stockholders. There are 750,000 shares of Common Stock reserved for issuance under the ESPP. The ESPP, which is intended to be an “employee stock purchase plan” under Section 423 of the Internal Revenue Code, permits eligible employees to purchase Common Stock through after-tax payroll deductions. Currently, the purchase price under the ESPP is 85% of the fair market value of our Common Stock on the last trading day of the applicable quarterly purchase period. The maximum value of Common Stock that an eligible employee may purchase each calendar year is the lesser of 10% of an eligible employee’s annual pay and $25,000. There are four purchase periods in each calendar year under the ESPP, which begin on the first business day of each calendar quarter and end on the last business day of each calendar quarter. The first purchase period commenced in January 2025. There are 708,643 Common Shares remaining on June 30, 2025 that are reserved for issuance under the ESPP.

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.

As of June 30, 2025, there remains $ 658.9 of share repurchase availability under the 2021 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.

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 an initial delivery of shares equal to $270.0, or 2.8 million shares at an average price of $95.97. The 2.8 million shares were purchased under the evergreen share repurchase program. The Company used cash on hand to fund the initial purchase price. The remaining shares to be delivered by the bank will be determined by the average price per share paid by the bank during the purchase period and is expected to end in August of 2025.

Fair Value Measurements

The following table presents the carrying amounts and estimated fair values of the Company’s other financial instruments at June 30, 2025 and December 31, 2024:


		June 30, 2025				December 31, 2024
	Input	Carrying		Fair		Carrying		Fair
	Level	Amount		Value		Amount		Value
Financial Assets:
Cash equivalents	Level 1	$	775.8	$	775.8	$	793.3	$	793.3
Financial Liabilities:
3.15% Senior notes due August 1, 2027	Level 2		424.9		416.1		424.9		411.1
2.3% Senior notes due December 15, 2031	Level 2		399.5		347.1		399.4		338.9
5.6% Senior notes due November 15, 2032	Level 2		499.3		524.3		499.2		515.3
3.95% Senior notes due August 1, 2047	Level 2		397.8		309.9		397.8		307.7
5.00% Senior notes due June 15, 2052	Level 2		499.9		445.8		499.9		451.9

The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the six months ended June 30, 2025 and 2024.

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, 2025 and December 31, 2024.

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, 2024.

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:


	Notional		Notional
	Amount		Amount
	June 30, 2025		December 31, 2024
Derivatives designated as hedging instruments
Foreign exchange contracts	$	428.6	$	317.0
Diesel fuel contracts	3.6 gallons		0.8 gallons
Commodities contracts	3.0 pounds		0.0 pounds
Net Investment hedge	$	25.0	$	0.0
Derivatives not designated as hedging instruments
Foreign exchange contracts	$	46.1	$	0.0
Equity derivatives	$	21.6	$	24.6

The fair values and amount of gain (loss) recognized in income and Other Comprehensive Income (“OCI”) associated with the derivative instruments disclosed above did not have a material impact on the Company’s condensed consolidated financial statements during the three and six months ended June 30, 2025.

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


Accounts receivable	$	3.5
Inventory		11.3
Other current assets		1.5
Other long-term assets		5.8
Customer relationship intangible asset		8.4
Goodwill		2.8
Accounts payable, accrued and other liabilities		(6.9	)
Long-term debt		(4.4	)
Deferred income taxes		(2.1	)
Cash purchase price (net of cash acquired)	$	19.9

The customer relationship intangible asset was valued using a discounted cash flow model and has a useful life of 15 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the Graphico Acquisition are not deductible for U.S. tax purposes.

On July 16, 2025, the Company completed the acquisition of Touchland Holding Corp ("Touchland"), the developer of TOUCHLAND® hand sanitizer products (the "Touchland Acquisition"). Refer to Note 19 for further information.

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.

Indefinite-Lived Intangible Assets

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


	June 30,		December 31,
	2025		2024
Gross Carrying Value Trade Names	$	1,680.7	$	1,960.7
VMS impairment		0.0		281.3
Spinbrush impairment		7.9		0.0
Trade Names	$	1,672.8	$	1,679.4

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

Fair value 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.

On May 1, 2025, the Company announced it was exiting the Flawless, Spinbrush and Waterpik showerhead businesses which we intend to complete by early 2026. These businesses generated approximately $170 million of 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.

During the third quarter of 2024, the Company continued to experience a decline in market share and a deterioration in the financial performance of its VMS business, which includes the VITAFUSION® and L'IL CRITTERS® trade name, primarily due to significant product competition coming from new category entrants, including private label. The continued decline in profitability

caused management to reassess its long-term strategy and financial outlook of the business. The revised financial outlook reflects lower estimates of future sales growth and cash flows which resulted in a triggering event in the third quarter. The triggering event required the Company to review the carrying value of assets supporting the business. The assets supporting the VMS business include the VITAFUSION® and L'IL CRITTERS® indefinite-lived trade name, a definite-lived customer relationship intangible asset and PP&E specific to the VMS business.

The Company used an excess earnings discounted cash flow model to determine the fair value of the trade name. The assumptions used in the model require significant judgment in determining the expected future cash flows. The key assumptions utilized in the Company's impairment analysis included, but were not limited to, net sales growth rates between -15.2% and 2.1%, EBITA margins in the low single digits, and a discount rate of 8.25%. Estimates are based on market conditions and management’s current expectation of the success of growth and profitability initiatives. The valuation resulted in a full impairment of the $281.3 trade name. Accordingly, the remaining carry value of the trade name at December 31, 2024 is $0.0.

The Company also evaluated its ability to recover the carrying value of long-lived assets supporting the VMS business (customer relationships and PP&E) by comparing the carrying amount of those assets to the future undiscounted cash flows over the estimated life of the identified primary asset. The result of this evaluation was that the cash flows would not be sufficient to recover the carrying value of the assets requiring the Company to compare the carrying value of those assets to their fair value. The Company used an excess earnings discounted cash flow model to determine the estimated fair value of the long-lived assets. The key assumptions utilized in the Company's impairment analysis were the same as those used to estimate the fair value of the trade name. The valuation resulted in a fair value of the long-lived assets that is below their carry value requiring a pre-tax impairment charge of $75.8. The impairment charge was allocated $60.0 to the PP&E of the VMS business and $15.8 to the remaining customer relationship intangible asset. The remaining carrying values of the PP&E and the customer relationship intangible asset specific to the VMS business at June 30, 2025 are $143.8 and $0.0, respectively.

A summary of the VMS intangible and fixed asset impairment charges recorded in the third quarter of 2024 are as follows:


	December 31,
	2024
Trade Name	$	281.3
Customer Relationship Intangible Asset		15.8
PP&E		60.0
Total VMS impairment charges	$	357.1

The Company’s global WATERPIK® business 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. In May 2025 the Company announced that it was exiting the WATERPIK® showerheads business. As a result of these factors, 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 135% of the carrying value as of October 1, 2024 (the date of the Company's last annual impairment test). The key assumptions used in the projections from the Company’s October 1, 2024 impairment analysis include a discount rate of 8.1%, revenue growth rates between 2% and 7% and EBITA margins between 25% and 29%. 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 including a reduction in China tariff exposure. While management has implemented strategies to address the risk, significant changes in operating plans, adverse changes in the global macro-economic environment or in global government policy decisions (including tariffs) could reduce the underlying cash flows used to estimate fair value which may result in an impairment.

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, 2025											December 31, 2024
	Gross										Amortization	Gross
	Carrying		Accumulated								Period	Carrying		Accumulated
	Amount		Amortization			Impairments(2)			Net		(Years)	Amount		Amortization			Impairments(1)			Net
Amortizable intangible assets:
Trade Names	$	1,383.3	$	(514.2	)	$	(11.6	)	$	857.5	3-20	$	1,383.4	$	(479.6	)	$	0.0		$	903.8
Customer Relationships		566.4		(352.2	)		(0.7	)		213.5	15-20		644.9		(402.1	)		(15.8	)		227.0
Patents/Formulas		205.6		(133.2	)		0.0			72.4	4-20		205.5		(127.2	)		0.0			78.3
Total	$	2,155.3	$	(999.6	)	$	(12.3	)	$	1,143.4		$	2,233.8	$	(1,008.9	)	$	(15.8	)	$	1,209.1

(1) The $15.8 impairment charge relates to the VMS customer relationship intangible asset, which had a gross value of $79.2 and accumulated amortization of $63.4 prior to full impairment.

(2) The $12.3 impairment charge relates to the Flawless trade name and Spinbrush customer relationship intangible asset, which had a gross value of $76.2 and accumulated amortization of $63.9 prior to full impairment. The impairments were a result of the Company's decision to exit these businesses.

Intangible amortization expense was $24.9 and $30.7 for the second quarter of 2025 and 2024, respectively. Intangible amortization expense amounted to $54.2 and $61.5 for the first six months of 2025 and 2024, respectively. The Company estimates that intangible amortization expense will be approximately $104.0 in 2025 and approximately $97.0 declining to $84.0 annually over the next five years.

Goodwill

The carrying amount of goodwill is as follows:


	Consumer		Consumer		Specialty
	Domestic		International		Products		Total
Balance at December 31, 2024	$	2,061.1	$	237.2	$	134.9	$	2,433.2
Balance at June 30, 2025	$	2,061.1	$	237.2	$	134.9	$	2,433.2

The Company tests goodwill for each reporting unit which are also the Company's reportable segments. The result of the Company’s annual goodwill impairment test, performed in the beginning of the second quarter of 2025, determined that the estimated fair value substantially exceeded the carrying values of all reporting units. The determination of fair value contains numerous variables that are subject to change as business conditions change and therefore could impact fair value in the future.

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. 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,
	Classification	2025			2024
Assets
Right of use assets	Other Assets	$	185.6		$	182.3

Liabilities
Current lease liabilities	Accrued and Other Liabilities	$	30.3		$	32.4
Long-term lease liabilities	Deferred and Other Long-term Liabilities		173.6			168.5
Total lease liabilities		$	203.9		$	200.9

Other information
Weighted-average remaining lease term (years)			7.4			7.4
Weighted-average discount rate			4.8	%		4.6	%

          
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CHURCH & DWIGHT CO INC /DE/ 10-Q