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What changed in Church & Dwight's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Church & Dwight's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+344 added−356 removedSource: 10-K (2025-02-13) vs 10-K (2024-02-15)

Top changes in Church & Dwight's 2024 10-K

344 paragraphs added · 356 removed · 266 edited across 3 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+0 added−0 removed11 unchanged
Biggest changeWe own or lease manufacturing facilities, warehouses and other offices in 16 different U.S. states and 11 different countries outside of the U.S. Many of our domestic and international sites manufacture and distribute products for multiple segments of our business. We believe that our operating and administrative facilities are adequate and suitable for the conduct of our business.
Biggest changeIn addition, we own an office building in Fort Collins, Colorado that is occupied by Waterpik and an office building in Princeton, New Jersey that is occupied by our research and development department. We own or lease manufacturing facilities, warehouses and other offices in 16 different U.S. states and 12 different countries outside of the U.S.
At least annually, the Board of Directors and the Audit Committee also receive updates about the results of exercises and response readiness assessments led by 30 outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness.
At least annually, the Board of Directors and the Audit Committee also receive updates about the results of exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness.
In addition, management will update the Audit Committee, as necessary, regarding cybersecurity incidents, that we may experience. Our management team, including our Chief Information Officer, is responsible for assessing and managing our material risks from cybersecurity threats.
In addition, management will update the Audit Committee, as necessary, regarding cybersecurity incidents, that we may experience. Our management team, including our Global Chief Information Officer , is responsible for assessing and managing our material risks from cybersecurity threats.
The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including reviewing risk assessments from management with respect to our information technology systems and procedures, and overseeing our cybersecurity risk management processes.
The Audit Committee oversees management’s implementation of our cybersecurity risk 31 management program, including reviewing risk assessments from management with respect to our information technology systems and procedures, and overseeing our cybersecurity risk management processes.
Certain legal actions could result in an adverse outcome for us, and any such adverse outcome could have a material adverse effect on our business, financial condition, results of operations, and cash flows. There are no relevant matters to disclose under this Item for this period. I TEM 4. MINE SAFETY DISCLOSURES Not applicable . 31 P ART II
Certain legal actions could result in an adverse outcome for us, and any such adverse outcome could have a material adverse effect on our business, financial condition, results of operations, and cash flows. There are no relevant matters to disclose under this Item for this period. I TEM 4. MINE SAFETY DISCLOSURES Not applicable . 32 P ART II
Our cybersecurity incident response plan is part of our overall Information Security Program, which is led by the Company’s Vice President, Global Chief Information Security Officer ("CISO") and overseen by the Company’s Senior Vice President, Global Chief Information Officer, and is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company, and the Company’s ability to operate.
Our cybersecurity incident response plan is part of our overall Information Security Program, which is led by the Company’s Vice President, Global Chief Information Security Officer ("CISO") and overseen by the Company’s Executive Vice President, Global Chief Information Officer, and is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company, and the Company’s ability to operate.
The Audit Committee, which is tasked with oversight of certain risk issues, including cybersecurity, receives reports from the Senior Vice President, Global Chief Information Officer and the Vice President, Chief Information Security Officer each quarter.
The Audit Committee, which is tasked with oversight of certain risk issues, including cybersecurity, receives reports from the Executive Vice President, Global Chief Information Officer and the Vice President, Chief Information Security Officer each quarter .
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. I TEM 2.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat intelligence and other information obtained from governmental, law enforcement, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our global enterprise IT environment; • a security team responsible for managing our (1) cybersecurity risk assessment processes, (2) security controls, and (3) response to security breaches and cyberattacks; • the use of external service providers, where appropriate, to assess, perform tabletop exercises or otherwise assist with aspects of our security controls and designed to anticipate cyberattacks and respond to breaches, including an annual maturity assessment of our program by an external third-party; • cybersecurity awareness training of our employees and contractors, incident response personnel, and senior management to help them better understand the issues and risks relative to cybersecurity, as well as data privacy (for our employees); • Periodically throughout the year, our IT department performs phishing and other exercises to both test our systems and reinforce training of our personnel; • a cybersecurity incident response plan managed by our CISO that includes procedures for responding to cybersecurity incidents and is designed to protect and preserve the confidentiality, integrity and continued availability of all information possessed by the Company; and • a third-party risk management process for service providers, suppliers, and vendors.
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our global enterprise IT environment; • a security team responsible for managing our (1) cybersecurity risk assessment processes, (2) security controls, and (3) response to security breaches and cyberattacks; • the use of external service providers, where appropriate, to assess, perform tabletop exercises or otherwise assist with aspects of our security controls and designed to anticipate cyberattacks and respond to breaches, including a biennial maturity assessment of our program by an external third-party; • cybersecurity awareness training of our employees and contractors, incident response personnel, and senior management to help them better understand the issues and risks relative to cybersecurity, as well as data privacy (for our employees); • Periodically throughout the year, our IT department performs phishing and other exercises to both test our systems and reinforce training of our personnel; • a cybersecurity incident response plan managed by our CISO that includes procedures for responding to cybersecurity incidents and is designed to protect and preserve the confidentiality, integrity and continued availability of all information possessed by the Company; • policies to establish requirements for protecting information assets and defining acceptable behaviors to ensure compliance, mitigate risks, prevent unauthorized access, and foster a culture of security awareness and accountability, thereby enhancing the organization's overall security posture; and • a third-party risk management process for service providers, suppliers, and vendors.
PROPERTIES We lease a corporate office building in Ewing, New Jersey for our global corporate headquarters. The lease expires in 2033 and includes two 10-year extension terms at our option. In addition, we own an office building in Fort Collins, Colorado and an office building in Princeton, New Jersey that is occupied by our research and development department.
I TEM 2. PROPERTIES We lease a corporate office building in Ewing, New Jersey for our global corporate headquarters. The lease expires in 2033 and includes two 10-year extension terms at our option.
We also believe that our production facilities are suitable for current manufacturing requirements for our consumer and specialty products businesses. I TEM 3.
Many of our domestic and international sites manufacture and distribute products for multiple segments of our business. We believe that our operating and administrative facilities are adequate and suitable for the conduct of our business. We also believe that our production facilities are suitable for current manufacturing requirements for our consumer and specialty products businesses. I TEM 3.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+3 added−4 removed0 unchanged
Biggest changePeriod Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under All Programs 10/1/2023 to 10/31/2023 346 $ 90.11 346 $ 729,727,297 11/1/2023 to 11/30/2023 3,144,242 91.62 3,144,242 $ 658,905,959 12/1/2023 to 12/31/2023 126,245 94.92 126,245 $ 658,905,959 Total 3,270,833 $ 91.75 3,270,833 (1) Includes shares of Common Stock withheld by us to satisfy tax withholding obligations in connection with the vesting of restricted stock. 33
Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under All Programs 10/1/2024 to 10/31/2024 - $ - - $ 658,905,959 11/1/2024 to 11/30/2024 - - - $ 658,905,959 12/1/2024 to 12/31/2024 48 105.85 - $ 658,905,959 Total 48 $ 105.85 - 34
The following graph compares the yearly change in the cumulative total stockholder return on our Common Stock for the past five fiscal years with the cumulative total return of the S&P 500 Index and the S&P 500 Household Products Index described more fully below. The returns are indexed to a value of $100 at December 31, 2018.
The following graph compares the yearly change in the cumulative total stockholder return on our Common Stock for the past five fiscal years with the cumulative total return of the S&P 500 Index and the S&P 500 Household Products Index described more fully below. The returns are indexed to a value of $100 at December 31, 2019.
ITEM 5. MAR KET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our shares of common stock are traded on the New York Stock Exchange with the stock ticker symbol “CHD”. Approximate number of record holders of our Common Stock as of December 31, 2023: 1,600.
ITEM 5. MAR KET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our shares of common stock are traded on the New York Stock Exchange with the stock ticker symbol “CHD”. Approximate number of record holders of our Common Stock as of December 31, 2024: 1,600.
Dividend reinvestment has been assumed. Comparison of Cumulative Five-Year Total Return among Company, S&P 500 Index and the S&P 500 Household Products Index (1) (1) S&P 500 Household Products Index consists of the Church & Dwight Co., Inc., Clorox Company, Colgate-Palmolive Company, Kimberly-Clark Corporation and P&G.
Dividend reinvestment has been assumed. Comparison of Cumulative Five-Year Total Return among Company, S&P 500 Index and the S&P 500 Household Products Index (1) (1) S&P 500 Household Products Index consists of the Church & Dwight Co., Inc., Clorox Company, Colgate-Palmolive Company, Kimberly-Clark Corporation and Procter & Gamble Company.
As a result of the Company’s stock repurchases, there remains $658.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2023.
As a result of the Company’s stock repurchases, there remains $658.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2024.
Removed
Company / Index 2018 2019 2020 2021 2022 2023 ■ Church & Dwight Co., Inc. 100.00 108.36 135.96 161.63 128.63 152.70 ■ S&P 500 Index 100.00 131.48 155.66 200.30 163.99 207.05 ■ S&P 500 Household Products Index 100.00 131.49 152.22 175.42 165.04 165.25 32 Share Repurchase Authorization On October 28, 2021, the Board authorized a new share repurchase program, under which the Company may repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”).
Added
Company / Index 2019 2020 2021 2022 2023 2024 ■ Church & Dwight Co., Inc. 100.00 125.48 149.16 118.71 140.92 157.77 ■ S&P 500 Index 100.00 118.39 152.34 124.72 157.47 196.84 ■ S&P 500 Household Products Index 100.00 115.77 133.41 125.51 125.67 146.37 33 Share Repurchase Authorization The Company repurchases shares of its Common Stock from time to time pursuant to its publicly announced share repurchase programs.
Removed
The 2021 Share Repurchase Program does not have an expiration and replaced the 2017 Share Repurchase Program. All remaining dollars authorized for repurchase under the 2017 Share Repurchase Plan have been cancelled.
Added
During the fourth quarter of 2024 the Company did not repurchase any shares of Common Stock pursuant to its share repurchase programs.
Removed
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.
Added
The following table contains information for shares repurchased during the fourth quarter of 2024, which was solely due to shares of Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock.
Removed
In November 2023, the Company executed an agreement to purchase 3.3 million shares for $300.1, inclusive of fees, of which $229.3 was purchased under the evergreen share repurchase program and $70.8 was purchased under the 2021 Share Repurchase Program.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

250 edited+75 added−86 removed165 unchanged
Biggest changeAND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In millions, except share and per share data) The following table presents selected financial information relating to the Company’s segments for each of the three years in the period ended December 31, 2023: Consumer Consumer Domestic International SPD Corporate (1) As Reported Net sales 2023 $ 4,571.2 $ 975.7 $ 321.0 $ 0.0 $ 5,867.9 2022 4,131.0 896.1 348.5 0.0 5,375.6 2021 3,941.9 912.2 336.0 0.0 5,190.1 Gross profit 2023 2,137.2 407.0 104.7 ( 60.4 ) 2,588.5 2022 1,794.1 372.4 117.8 ( 34.3 ) 2,250.0 2021 1,795.8 402.1 112.7 ( 47.1 ) 2,263.5 Marketing Expenses 2023 509.5 127.7 4.1 0.0 641.3 2022 412.9 117.7 4.6 0.0 535.2 2021 442.1 131.1 4.5 0.0 577.7 Selling, General and Administrative Expenses 2023 698.0 175.1 77.1 ( 60.4 ) 889.8 2022 882.1 208.5 60.7 ( 34.3 ) 1,117.0 2021 445.3 135.7 72.8 ( 47.1 ) 606.7 Income from Operations 2023 929.7 104.2 23.5 0.0 1,057.4 2022 499.1 46.2 52.5 0.0 597.8 2021 908.4 135.3 35.4 0.0 1,079.1 Equity in Earnings of Affiliates 2023 0.0 0.0 0.0 8.7 8.7 2022 0.0 0.0 0.0 12.3 12.3 2021 0.0 0.0 0.0 9.4 9.4 Income Before Income Taxes 2023 842.7 94.8 21.2 8.7 967.4 2022 427.3 38.8 44.9 12.3 523.3 2021 861.4 127.3 33.6 9.4 1,031.7 Identifiable Assets 2023 7,011.4 1,106.1 326.8 124.9 8,569.2 2022 6,846.9 1,060.5 332.9 105.3 8,345.6 2021 6,354.5 1,192.9 332.7 116.4 7,996.5 Capital Expenditures 2023 190.0 20.4 13.1 0.0 223.5 2022 159.1 10.0 9.7 0.0 178.8 2021 100.3 8.4 10.1 0.0 118.8 Depreciation & Amortization 2023 182.7 27.7 13.6 1.2 225.2 2022 172.1 30.1 13.8 3.0 219.0 2021 170.0 31.1 15.4 2.6 219.1 (1) Corporate reflects the follo wing: (A) The administrative costs of the production planning and logistics functions which are elements of Cost of Sales in the Company’s Consolidated Statements of Income but are allocated to the operating segments in Selling, General and Administrative expenses to determine operating segment income before income taxes.
Biggest changeAND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In millions, except share and per share data) The following tables present financial information relating to the Company’s segments for each of the three years in the period ended December 31, 2024: Year Ended December 31, 2024 Consumer Domestic Consumer International SPD Corporate (1) Total Consolidated Net Sales $ 4,732.3 $ 1,071.5 $ 303.3 - $ 6,107.1 Cost of sales 2,450.1 605.5 193.5 67.9 3,317.0 Gross Profit 2,282.2 466.0 109.8 ( 67.9 ) 2,790.1 Marketing expenses 538.5 156.9 2.7 - 698.1 Research and Development (2) 123.7 12.7 3.3 - 139.7 Selling, general and administrative expenses 607.7 183.6 64.7 ( 67.9 ) 788.1 VMS Trade name and other asset impairments 327.4 29.7 - - 357.1 Income from Operations 684.9 83.1 39.1 - 807.1 Year Ended December 31, 2023 Consumer Domestic Consumer International SPD Corporate (1) Total Consolidated Net Sales $ 4,571.2 $ 975.7 $ 321.0 $ - $ 5,867.9 Cost of sales 2,434.0 568.7 216.3 60.4 3,279.4 Gross Profit 2,137.2 407.0 104.7 ( 60.4 ) 2,588.5 Marketing expenses 509.5 127.7 4.1 - 641.3 Research and Development (2) 107.1 11.1 4.2 - 122.4 Selling, general and administrative expenses 590.9 164.0 72.9 ( 60.4 ) 767.4 Income from Operations 929.7 104.2 23.5 - 1,057.4 Year Ended December 31, 2022 Consumer Domestic Consumer International SPD Corporate (1) Total Consolidated Net Sales $ 4,131.0 $ 896.1 $ 348.5 - $ 5,375.6 Cost of sales 2,336.9 523.7 230.7 34.3 3,125.6 Gross Profit 1,794.1 372.4 117.8 ( 34.3 ) 2,250.0 Marketing expenses 412.9 117.7 4.6 - 535.2 Research and Development (2) 96.2 10.0 3.8 - 110.0 Selling, general and administrative expenses 436.6 136.8 56.9 ( 34.3 ) 596.0 Flawless Trade name and other asset impairments 349.3 61.7 - - 411.0 Income from Operations 499.1 46.2 52.5 - 597.8 (1) C orporate reflects the administrative costs of the production planning and logistics functions which are elements of Cost of Sales in the Company’s Consolidated Statements of Income but are allocated to the operating segments in Selling, General and Administrative expenses to determine operating segment income before income taxes.
Other Market Risks We are also subject to market risks relating to our diesel and other commodity costs, fluctuations in foreign currency exchange rates, and changes in the market price of the Common Stock.
Other Market Risks We are also subject to market risks relating to our diesel and other commodity costs, fluctuations in foreign currency exchange rates, and changes in the market price of our Common Stock.
Trade Names and Other Intangibles, Net – Waterpik and Vitamins – Refer to Notes 1 and 7 to the Consolidated Financial Statements Critical Audit Matter Description The Company owns trade names that are considered to have indefinite lives. These trade names are required to be measured periodically for impairment.
Trade Names and Other Intangibles, Net –Vitamins and Waterpik — Refer to Notes 1 and 7 to the Consolidated Financial Statements Critical Audit Matter Description The Company owns trade names that are considered to have indefinite lives. These trade names are required to be measured periodically for impairment.
The Consumer Domestic and Consumer International segments market a variety of personal care and household products and over-the-counter products, including but not limited to baking soda, cat litter, laundry detergent, condoms, stain removers, hair removal, gummy dietary supplements, dry shampoo, oral care, cold remedy, acne treatment, water flossers and showerheads.
The Consumer Domestic and Consumer International segments market a variety of personal care, household and over-the-counter products, including but not limited to baking soda, cat litter, laundry detergent, condoms, stain removers, hair removal, gummy dietary supplements, dry shampoo, oral care, cold remedy, acne treatment, water flossers and showerheads.
With respect to goodwill, impairment occurs when the carrying value of the reporting unit exceeds the discounted present value of cash flows for that reporting unit.
With respect to goodwill, impairment occurs when the carrying value of the reporting unit exceeds the discounted present value of cash flows for that reporting unit.
Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. Management provides a valuation allowance against deferred tax assets for amounts which are not considered “more likely than not” to be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the differences are expected to be recovered or settled. Management provides a valuation allowance against deferred tax assets for amounts which are not considered “more likely than not” to be realized.
The Company 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. The vesting requirements are satisfied at various dates over a three-year period from the date of the acquisition.
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.
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.
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.
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.
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.
It is possible that our conclusions regarding impairment or recoverability of goodwill or other intangible assets could change in future periods if, for example, (i) the businesses or brands do not perform as projected, (ii) overall economic conditions in future years vary from current assumptions (including changes in discount rates), (iii) business conditions or strategies change from current assumptions, (iv) investors require higher rates of return on equity investments in the marketplace or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.
It is possible that our conclusions regarding impairment or recoverability of goodwill or other intangible assets could change in future periods if, for example, (i) the businesses or brands do not perform as projected, (ii) overall economic conditions in future years vary from current assumptions (including changes in discount rates and tariffs), (iii) business conditions or strategies change from current assumptions, (iv) investors require higher rates of return on equity investments in the marketplace or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.
Based on the total face value of Consumer Domestic coupons redeemed over the past several years, if the actual rate of redemptions were to deviate by 0.1% from the rate for which reserves are accrued in the financial statements, a difference of approximately $0.7 in the reserve required for coupons would result.
Based on the total face value of Consumer Domestic coupons redeemed over the past several years, if the actual rate of redemptions were to deviate by 0.1% from the rate for which reserves are accrued in the financial statements, a difference of approximately $0.1 in the reserve required for coupons would result.
The PSUs vest on the later of (i) the third anniversary of the grant date, and (ii) the date that the 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 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.
As a result, the Waterpik business has experienced declining sales and profits resulting in a reduction in expected future cash flows, eroding a substantial portion of the excess between the fair and carrying value of the trade name.
As a result, the business has experienced declining sales and profits resulting in a reduction in expected future cash flows, eroding a substantial portion of the excess between the fair and carrying value of the trade name.
The Term Loan Facility also contains customary events of default, including failure to make certain payments under the Term Loan Facility when due, breach of covenants, materially incorrect representations and warranties, default on other material indebtedness, events of bankruptcy, material adverse judgments, certain events relating to pension plans, the failure of any of the loan documents to remain in full force and effect and the occurrence of any change in control with respect to the Company. 72 CHURCH & DWIGHT CO., INC.
The Term Loan Facility also contains customary events of default, including failure to make certain payments under the Term Loan Facility when due, breach of covenants, materially incorrect representations and warranties, default on other material indebtedness, events of bankruptcy, material adverse judgments, certain events relating to pension plans, the failure of any of the loan documents to remain in full force and effect and the occurrence of any change in control with respect to the Company. 75 CHURCH & DWIGHT CO., INC.
Ewing, New Jersey Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements").
Ewing, New Jersey Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements").
Selling, general and administrative (“SG&A”) expenses include, among others, costs related to functions such as sales, corporate management, research and development, marketing administration, information technology and legal.
Selling, general and administrative (“SG&A”) expenses include, among others, costs related to functions such as sales, corporate management, research and development, marketing administration, information technology, finance and legal.
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 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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This information appears under the heading “Market Risk” in the “Management’s Discussion and Analysis” section. Refer to page 48 of this Annual Report. 48 I TEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Church & Dwight Co., Inc.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This information appears under the heading “Market Risk” in the “Management’s Discussion and Analysis” section. Refer to page 50 of this Annual Report. 50 I TEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Church & Dwight Co., Inc.
The Company sells its specialty products to industrial customers, livestock producers and through distributors. Refer to Note 17 for disaggregated revenue information with respect to each of the Company’s segments. 58 CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In millions, except share and per share data) b.
The Company sells its specialty products to industrial customers, livestock producers and through distributors. Refer to Note 17 for disaggregated revenue information with respect to each of the Company’s segments. 60 CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In millions, except share and per share data) b.
I TEM 9B. OTHER INFORMATION (c) During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
I TEM 9B. OTHER INFORMATION (c) During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
Ewing, New Jersey Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Ewing, New Jersey Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Church & Dwight Co., Inc. and subsidiaries (the "Company") as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
As a result of the Company’s stock repurchases, there remains $ 658.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2023. 14. Accumulated Other Comprehensive Income (Loss) Comprehensive income is defined as net income and other changes in stockholders’ equity from transactions and other events from sources other than stockholders.
As a result of the Company’s stock repurchases, there remains $ 658.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2024. 14. Accumulated Other Comprehensive Income (Loss) Comprehensive income is defined as net income and other changes in stockholders’ equity from transactions and other events from sources other than stockholders.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with the accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with the accounting principles generally accepted in the United States of America.
Some retail customers have responded to economic conditions by increasing their private label offerings (primarily in the dietary supplements, diagnostic kits and oral analgesics categories), launching their own brands, and consolidating the product selections they offer to the top few leading brands in each category.
Some retail customers have responded to economic conditions by increasing their private label offerings (primarily in the dietary supplements, stain fighters, diagnostic kits and oral analgesics categories), launching their own brands, and consolidating the product selections they offer to the top few leading brands in each category.
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. 69 CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In millions, except share and per share data) 8.
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. 72 CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In millions, except share and per share data) 8.
As a result of this assessment and based on the criteria in the COSO framework, management has concluded that as of December 31, 2023, the Company’s internal control over financial reporting was effective. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s internal control over financial reporting.
As a result of this assessment and based on the criteria in the COSO framework, management has concluded that as of December 31, 2024, the Company’s internal control over financial reporting was effective. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s internal control over financial reporting.
AND SUBSIDIARIES CONSO LIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Years Ended December 31, 2023, 2022 and 2021 (In millions) Number of Shares Amounts Common Stock Treasury Stock Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Church & Dwight Co., Inc.
AND SUBSIDIARIES CONSO LIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Years Ended December 31, 2024, 2023 and 2022 (In millions) Number of Shares Amounts Common Stock Treasury Stock Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Church & Dwight Co., Inc.
Personal Care Products include condoms, pregnancy kits, oral care products, skin care products, hair care products and gummy dietary supplements. Geographic Information Approximately 83 %, 83 % and 82 % of the net sales reported in the accompanying consolidated financial statements in 2023, 2022 and 2021, respectively, were to customers in the U.S.
Personal Care Products include condoms, pregnancy kits, oral care products, skin care products, hair care products and gummy dietary supplements. Geographic Information Approximately 82 %, 83 % and 83 % of the net sales reported in the accompanying consolidated financial statements in 2024, 2023 and 2022, respectively, were to customers in the U.S.
ITEM 6. RESERVED 34 CHURCH & DWIGHT CO., INC AND SUBSIDIARIES (Dollars in millions, except share and per share data) I TEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements.
ITEM 6. RESERVED 35 CHURCH & DWIGHT CO., INC AND SUBSIDIARIES (Dollars in millions, except share and per share data) I TEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements.
How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the determination of revenue growth rates and the selection of discount rates for the trade names included the following, among others: • We tested the effectiveness of controls over the account balance, including those over the revenue growth rates and the selection of the discount rates. • We evaluated management’s ability to accurately forecast revenue growth by comparing actual performance to management’s historical forecasts. • We evaluated the reasonableness of management’s forecasted revenue growth by comparing the forecasts to: – Historical performance. – Internal communications to management and the Board of Directors. – Forecasted information included in analyst and industry reports for the Company and certain of its peer companies. • With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates by: - Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the calculation. - Developing a range of independent estimates and comparing those to the discount rates selected by management. /s/ DELOITTE & TOUCHE LLP Morristown, NJ February 15, 2024 We have served as the Company's auditor since 1968. 51 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Church & Dwight Co., Inc.
How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the determination of revenue growth rates and the selection of discount rates for the trade names included the following, among others: • We tested the effectiveness of controls over the account balance, including those over the revenue growth rates and the selection of the discount rates. • We evaluated management’s ability to accurately forecast revenue growth by comparing actual performance to management’s historical forecasts. • We evaluated the reasonableness of management’s forecasted revenue growth by comparing the forecasts to: - Historical performance. - Internal communications to management and the Board of Directors. - Forecasted information included in analyst and industry reports for the Company and certain of its peer companies. • With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates by: - Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the calculation. - Developing a range of independent estimates and comparing those to the discount rates selected by management. /s/ DELOITTE & TOUCHE LLP Morristown, NJ February 13, 2025 We have served as the Company's auditor since 1968. 53 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Church & Dwight Co., Inc.
Under the hedge agreements, the Company agreed to pay a fixed price per gallon of diesel fuel determined at the time the agreements were executed and to receive a floating rate payment that is determined on a monthly basis based on the average price of the Department of Energy’s Diesel Fuel Index during the applicable month and is designed to offset any increase or decrease in fuel costs that the Company pays to it common carriers.
Under the hedge agreements, the Company agreed to pay a fixed price per gallon of diesel fuel determined at the time the agreements were executed and to receive a floating rate payment that is determined on a monthly basis based on the average price of the Department of Energy’s Diesel Fuel Index during the applicable month and is d esigned to offset any increase or decrease in fuel costs that the Company pays to it common carriers.
Their opinions on the effectiveness of the Company’s internal control over financial reporting and on the Company’s consolidated financial statements and financial statement schedule appear on pages 50 and 52 of this Annual Report on Form 10-K. /s/ Matthew T. Farrell /s/ Richard A. Dierker Matthew T. Farrell Richard A.
Their opinions on the effectiveness of the Company’s internal control over financial reporting and on the Company’s consolidated financial statements and financial statement schedule appear on pages 52 and 54 of this Annual Report on Form 10-K. /s/ Matthew T. Farrell /s/ Richard A. Dierker Matthew T. Farrell Richard A.
Such untimely transactions require immediate recognition in earnings of gains and losses previously recorded in other comprehensive income. During 2023 and 2022, the Company used derivative instruments to mitigate risk, some of which were designated as hedging instruments.
Such untimely transactions require immediate recognition in earnings of gains and losses previously recorded in other comprehensive income. During 2024 and 2023, the Company used derivative instruments to mitigate risk, some of which were designated as hedging instruments.
Other Benefit Plans Deferred Compensation Plans The Company maintains a non-qualified deferred compensation plan under which certain members of management are eligible to defer a maximum of 85 % of their regular compensation (i.e., salary) and, in general, up to 85 % of their incentive bonus.
Deferred Compensation Plans The Company maintains a non-qualified deferred compensation plan under which certain members of management are eligible to defer a maximum of 85 % of their regular compensation (i.e., salary) and, in general, up to 85 % of their incentive bonus.
Approximately 96 %, 97 % and 96 % of long-lived assets were located in the U.S. at December 31, 2023, 2022 and 2021, respectively. Other than the U.S., no one country accounts for more than 5 % of consolidated net sales and 5 % of total assets.
Approximately 96 %, 96 % and 97 % of long-lived assets were located in the U.S. at December 31, 2024, 2023 and 2022, respectively. Other than the U.S., no one country accounts for more than 5 % of consolidated net sales and 5 % of total assets.
The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. By their nature, these judgments are subject to uncertainty.
(US GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. By their nature, these judgments are subject to uncertainty.
In November 2023, we executed an agreement to purchase 3.3 million shares for $300.1, inclusive of fees, of which $229.3 was purchased under the evergreen share repurchase program and $70.8 was purchased under the 2021 Share Repurchase Program.
In November 2023, the Company executed an agreement to purchase 3.3 million shares for $ 300.1 , inclusive of fees, of which $ 229.3 was purchased under the evergreen share repurchase program and $ 70.8 was purchased under the 2021 Share Repurchase Program.
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: 2023 2022 2021 Weighted average common shares outstanding - basic 244.9 242.9 244.9 Dilutive effect of stock options 2.7 3.4 4.7 Weighted average common shares outstanding - diluted 247.6 246.3 249.6 Antidilutive stock options outstanding 2.6 3.0 1.6 Employee and Director Stock Based Compensation The fair value of stock-based compensation is determined at the grant date and the related expense is generally recognized over the required employee service period in which the share-based compensation vests.
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: 2024 2023 2022 Weighted average common shares outstanding - basic 244.4 244.9 242.9 Dilutive effect of stock options 2.5 2.7 3.4 Weighted average common shares outstanding - diluted 246.9 247.6 246.3 Antidilutive stock options outstanding 1.1 2.6 3.0 Employee and Director Stock Based Compensation The fair value of stock-based compensation is determined at the grant date and the related expense is generally recognized over the required employee service period in which the share-based compensation vests.
(4) 2022 results include the FLAWLESS non-cash intangible asset impairment charges of $411.0 in SG&A expenses, of which $349.3 was recorded in the Consumer Domestic segment and $61.7 was recorded in the Consumer International segment.
(2) 2022 results include the FLAWLESS non-cash intangible asset impairment charges of $411.0 in SG&A expenses, of which $349.3 was recorded in the Consumer Domestic segment and $61.7 was recorded in the Consumer International segment.
Management evaluated the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management evaluated the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Also included in the balance of unrecognized tax benefits at December 31, 2023, 2022 and 2021 are $ 0.9 , $ 1.0 and $ 0.6 , respectively, of tax benefits that, if recognized, would result in adjustments to deferred taxes. The Company is subject to U.S. federal income tax as well as income tax in multiple state and international jurisdictions.
Also included in the balance of unrecognized tax benefits at December 31, 2024, 2023 and 2022 are $ 0.9 , $ 0.9 and $ 1.0 , respectively, of tax benefits that, if recognized, would result in adjustments to deferred taxes. The Company is subject to U.S. federal income tax as well as income tax in multiple state and international jurisdictions.
The segment discussion also addresses certain product line information. Our operating segments are consistent with our reportable segments. Consolidated results 2023 compared to 2022 Twelve Months Ended Change vs.
The segment discussion also addresses certain product line information. Our operating segments are consistent with our reportable segments. Consolidated results 2024 compared to 2023 Twelve Months Ended Change vs.
Foreign Currency The Company is subject to exposure from fluctuations in foreign currency exchange rates, primarily U.S. Dollar/Euro, U.S. Dollar/ Pound, U.S. Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, U.S Dollar/Chinese Yuan and U.S. Dollar/Australian Dollar.
Foreign Currency The Company is subject to exposure from fluctuations in foreign currency exchange rates, primarily U.S. Dollar/Euro, U.S. Dollar/ Pound, U.S. Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, U.S Dollar/Chinese Yuan, U.S. Dollar/Australian Dollar and U.S. Dollar/Japanese Yen.
Under the SCF Program, qualifying supplier s may elect to sell their receivables from the Company for early payment. Participating suppliers negotiate their receivables sales arrangements directly with a third party.
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.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 15, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2025,expressed an unqualified opinion on the Company's internal control over financial reporting.
The law did not have any material impacts on the Company's consolidated financial position, results of operations or cash flows during the year ended December 31, 2023. 12.
The law did not have any material impacts on the Company's consolidated financial position, results of operations or cash flows during the year ended December 31, 2024. 12.
As of December 31, 2023, the Company had various guarantees and letters of credit totaling $ 6.1 . d. In connection with the December 1, 2020 acquisition of the ZICAM ® brand (the " Zicam Acquisition") , the Company deferred an additional cash payment of $ 20.0 related to certain indemnifications provided by the seller.
As of December 31, 2024, the Company had various guarantees and letters of credit totaling $ 7.6 . 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.
These agreements were used to hedge the interest rate risk associated with the first ten years of semi-annual interest payments associated with the Senior Notes due in 2052 and 2032, respectively, and will each be amortized over a ten-year period to interest expense. There were no interest rate lock agreements outstanding as of December 31, 2023 or 2022.
These agreements were used to hedge the interest rate risk associated with the first ten years of semi-annual interest payments associated w ith the Senior Notes due in 2052 and 2032, respectively, and will each be amortized over a ten-year period to interest expense. There were no interest rate lock agreements outstanding as of December 31, 2024 or 2023.
On October 28, 2021, the Board authorized a new share repurchase program, under which we may repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”). The 2021 Share Repurchase Program does not have an expiration and replaced the 2017 Share Repurchase Program.
On October 28, 2021, the Board authorized a new share repurchase program, under which we may repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”). The 2021 Share Repurchase Program does not have an expiration.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2023 2022 2021 Unrecognized tax benefits at January 1 $ 5.8 $ 4.7 $ 7.3 Gross increases - tax positions in current period 0.0 2.4 0.3 Gross increases - tax positions in prior period 0.0 0.0 0.8 Gross decreases - tax positions in prior period 0.0 ( 0.1 ) 0.0 Decreases due to settlements and payments 0.0 0.0 0.0 Lapse of statute of limitations ( 0.7 ) ( 1.2 ) ( 3.7 ) Unrecognized tax benefits at December 31 $ 5.1 $ 5.8 $ 4.7 Included in the balance of unrecognized tax benefits at December 31, 2023, 2022 and 2021 are $ 4.2 , $ 4.8 and $ 4.1 , respectively, of tax benefits that, if recognized, would affect the effective tax rate.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2024 2023 2022 Unrecognized tax benefits at January 1 $ 5.1 $ 5.8 $ 4.7 Gross increases - tax positions in current period 0.9 0.0 2.4 Gross increases - tax positions in prior period 0.0 0.0 0.0 Gross decreases - tax positions in prior period 0.0 0.0 ( 0.1 ) Decreases due to settlements and payments 0.0 0.0 0.0 Lapse of statute of limitations ( 0.6 ) ( 0.7 ) ( 1.2 ) Unrecognized tax benefits at December 31 $ 5.4 $ 5.1 $ 5.8 Included in the balance of unrecognized tax benefits at December 31, 2024, 2023 and 2022 are $ 4.5 , $ 4.2 and $ 4.8 , respectively, of tax benefits that, if recognized, would affect the effective tax rate.
The Company also believes that it is more likely than not that the benefit from certain additional deferred tax assets of a foreign subsidiary will not be realized. In recognition of this risk, the Company maintains a valuation allowance of $ 0.8 and $ 0.5 at December 31, 2023 and 2022, respectively, on these deferred tax assets.
The Company also believes that it is more likely than not that the benefit from certain additional deferred tax assets of a foreign subsidiary will not be realized. In recognition of this risk, the Company maintains a valuation allowance of $ 0.7 and $ 0.8 at December 31, 2024 and 2023, respectively, on these deferred tax assets.
With regard to other promotional reserves and sales returns, we use experience-based estimates, customer and sales organization inputs and historical trend analysis in arriving at the reserves required. If our estimates for promotional activities and sales returns reserves were to change by 10% the impact to promotional spending and sales return accruals would be approximately $16.0.
With regard to other promotional reserves and sales returns, we use experience-based estimates, customer and sales organization inputs and historical trend analysis in arriving at the reserves required. If our estimates for promotional activities and sales returns reserves were to change by 10%, the impact to promotional spending and sales return accruals would be approximately $14.7.
As a result of our stock repurchases, there remains $658.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2023.
As a result of our stock repurchases, there remains $658.9 of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2024.
In circumstances where the Company has greater than a 20% ownership interest and has the ability to exercise significant influence over, but does not control, the investee, the investment is accounted for under the equity method.
In circumstances where the Company has greater than a 20% ownershi p interest and has the ability to exercise significant influence over, but does not control, the investee, the investment is accounted for under the equity method.
Restricted Stock Units The Company granted employees 120,080 RSUs with a total fair value of $ 10.4 at a weighted average grant date fair value of $ 86.20 per RSU during the year ended December 31, 2023.
The Company granted employees 120,080 RSUs with a total fair value of $ 10.4 at a weighted average grant date fair value of $ 86.20 per RSU during the year ended December 31, 2023.
The increase in 2023 compared to 2022 is primarily due to higher incentive compensation costs. Also included in corporate are the equity in earnings of affiliates from Armand and ArmaKleen, totaling $8.7, $12.3 and $9.4 for the three years ended December 31, 2023, 2022 and 2021, respectively.
The increase in 2023 compared to 2022 is primarily due to higher incentive compensation costs. Also included in corporate are the equity in earnings of affiliates from Armand and ArmaKleen, totaling $9.1, $8.7 and $12.3 for the three years ended December 31, 2024, 2023 and 2022, respectively.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 15, 2024, expressed an unqualified opinion on those consolidated financial statements.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 13, 2025, expressed an unqualified opinion on those consolidated financial statements.
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.
The 2021 Share Repurchase Program does not have an expiration. 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.
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.
Additionally, the Company’s global WATERPIK business has continued to experience a decline in customer demand for many of its products, primarily due to lower consumer spending for discretionary products and a growing number of water flosser consumers switching to more value-branded products.
The following table presents the pre-tax expense associated with the fair value of stock awards included in SG&A expenses and in cost of sales: For the Year Ended December 31, 2023 2022 2021 Cost of sales $ 3.4 $ 2.5 $ 3.3 Selling, general and administrative expenses 61.5 30.1 22.3 Total $ 64.9 $ 32.6 $ 25.6 Income Taxes Income taxes are accounted for under the asset and liability method.
The following table presents the pre-tax expense associated with the fair value of stock awards included in SG&A expenses and in cost of sales: For the Year Ended December 31, 2024 2023 2022 Cost of sales $ 3.9 $ 3.4 $ 2.5 Selling, general and administrative expenses 56.2 61.5 30.1 Total $ 60.1 $ 64.9 $ 32.6 Income Taxes Income taxes are accounted for under the asset and liability method.
Short-Term Borrowings and Long-Term Debt Short-term borrowings and long-term debt consist of the following: December 31, December 31, 2023 2022 Short-term borrowings Commercial paper issuances $ 0.0 $ 70.6 Various debt due to international banks 3.9 3.4 Total short-term borrowings $ 3.9 $ 74.0 Long-term debt Term loan due December 22, 2024 $ 200.0 $ 400.0 3.15 % Senior notes due August 1, 2027 425.0 425.0 Less: Discount ( 0.2 ) ( 0.2 ) 2.3 % Senior notes due December 15, 2031 400.0 400.0 Less: Discount ( 0.7 ) ( 0.7 ) 5.6 % Senior notes due November 15, 2032 500.0 500.0 Less: Discount ( 0.8 ) ( 0.9 ) 3.95 % Senior notes due August 1, 2047 400.0 400.0 Less: Discount ( 2.3 ) ( 2.4 ) 5.0 % Senior notes due June 15, 2052 500.0 500.0 Less: Discount ( 0.2 ) ( 0.3 ) Debt issuance costs, net ( 18.7 ) ( 21.0 ) Total long-term debt 2,402.1 2,599.5 Less: Current maturities ( 199.9 ) 0.0 Net long-term debt $ 2,202.2 $ 2,599.5 Commercial Paper Under the Company’s commercial paper program, the Company may issue commercial paper notes up to an aggregate principal amount outstanding at any given time of $ 1,500.0 .
Short-Term Borrowings and Long-Term Debt Short-term borrowings and long-term debt consist of the following: December 31, December 31, 2024 2023 Short-term borrowings Various debt due to international banks $ 0.0 $ 3.9 Total short-term borrowings $ 0.0 $ 3.9 Long-term debt Term loan due December 22, 2024 $ 0.0 $ 200.0 3.15 % Senior notes due August 1, 2027 425.0 425.0 Less: Discount ( 0.1 ) ( 0.2 ) 2.3 % Senior notes due December 15, 2031 400.0 400.0 Less: Discount ( 0.6 ) ( 0.7 ) 5.6 % Senior notes due November 15, 2032 500.0 500.0 Less: Discount ( 0.8 ) ( 0.8 ) 3.95 % Senior notes due August 1, 2047 400.0 400.0 Less: Discount ( 2.2 ) ( 2.3 ) 5.0 % Senior notes due June 15, 2052 500.0 500.0 Less: Discount ( 0.1 ) ( 0.2 ) Debt issuance costs, net ( 16.6 ) ( 18.7 ) Total long-term debt 2,204.6 2,402.1 Less: Current maturities 0.0 ( 199.9 ) Net long-term debt $ 2,204.6 $ 2,202.2 Commercial Paper Under the Company’s commercial paper program, the Company may issue commercial paper notes up to an aggregate principal amount outstanding at any given time of $ 1,500.0 .
December 22, 2024 Term Loan On December 22, 2021, the Company entered into a $ 400.0 unsecured term loan facility (as amended on June 16, 2022, the “Term Loan Facility”) with various banks. The loan under the Term Loan Facility (the "Term Loan") was fully drawn at closing. Unless prepaid, the Term Loan is due on December 22, 2024 .
December 22, 2024 Term Loan On December 22, 2021, the Company entered into a $ 400.0 unsecured term loan facility (as amended on June 16, 2022, the “Term Loan Facility”) with various banks. The loan under the Term Loan Facility (the "Term Loan") was fully drawn at closing.
We sell our consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar, pet and other specialty stores and websites and other e-commerce channels, all of which sell the products to consumers. We sell our specialty products to industrial customers, livestock producers and through distributors.
We sell our consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar, pet and other specialty stores and websites and other e-commerce channels, all of which sell the products to consumers.
Other : The carrying amounts of Accounts Receivable, and Accounts Payable and Accrued Expenses, approximated estimated fair values as of December 31, 2023 and 2022. 3. Derivative Instruments and Risk Management Changes in interest rates, foreign exchange rates, the price of the Common Stock and commodity prices expose the Company to market risk.
Other : The carrying amounts of Accounts Receivable, Accounts Payable, and Accrued and Other Liabilities approximated estimated fair values as of December 31, 2024 and 2023. 3. Derivative Instruments and Risk Management Changes in interest rates, foreign exchange rates, the price of the Company's Common Stock and commodity prices expose the Company to market risk.
This section of this Form 10-K generally discusses 2023 and 2022 results and year-to-year comparisons between 2023 and 2022.
This section of this Form 10-K generally discusses 2024 and 2023 results and year-to-year comparisons between 2024 and 2023.
The amounts charged to earnings, including the effect of the hedges, totaled expense of $ 3.7 , $ 1.2 and $ 2.2 in 2023, 2022 and 2021, respectively. Non-employee members of the Company’s Board are eligible to defer up to 100 % of their directors’ compensation into a similar plan; however, the only option for investment is Common Stock.
The amounts charged to earnings, including the effect of the hedges, totaled expense of $ 2.0 , $ 3.7 and $ 1.2 in 2024, 2023 and 2022, respectively. Non-employee mem bers of the Company’s Board are eligible to defer up to 100 % of their directors’ compensation into a similar plan; however, the only option for investment is Common Stock.
The Company’s Consolidated Statements of Cash Flow reflect an add back related to stock option awards of $ 26.3 , $ 25.7 and $ 23.3 in 2023, 2022 and 2021, respectively, for non-cash compensation expense.
The Company’s Consolidated Statements of Cash Flow reflect an add back related to stock option awards of $ 28.7 , $ 26.3 and $ 25.7 in 2024, 2023 and 2022, respectively, for non-cash compensation expense.
As a result of the issued cash-settled stock units, the Company recorded stock compensation expense of $ 1.3 , $ 0.3 and $ 1.9 in 2023, 2022 and 2021, respectively. The liability was approximately $ 3.5 and $ 2.2 as of December 31, 2023 and 2022, respectively.
As a result of the issued cash-settled stock units, the Company recorded stock compensation expense of $ 0.9 , $ 1.3 and $ 0.3 in 2024, 2023 and 2022, respectively. The liability was approximately $ 4.4 and $ 3.5 as of December 31, 2024 and 2023, respectively.
The contracts are settled in cash. Since the equity derivatives contracts do not qualify for hedge accounting, the Company is required to mark such contracts to market throughout the contract term and record changes in fair value in the consolidated Statements of Income.
The contracts are settled in cash. Since the equity derivatives contracts do not qualify for hedge accounting, the Company is required to mark such contracts to market throughout the contract term and record changes in fair value in the consolidated Statements of Income. 66 CHURCH & DWIGHT CO., INC.
Notional amounts are presented in the following table: Notional Notional Amount Amount December 31, 2023 December 31, 2022 Derivatives designated as hedging instruments Foreign exchange contracts $ 228.9 $ 231.5 Diesel fuel contracts 2.3 gallons 5.0 gallons Commodities contracts 59.0 pounds 26.8 pounds Derivatives not designated as hedging instruments Foreign exchange contracts $ 0.0 $ 1.6 Equity derivatives $ 23.2 $ 22.5 Excluding the interest rate lock agreements disclosed above, the fair values and amount of gain (loss) recognized in income and other comprehensive income associated with the derivative instruments disclosed above did not have a material impact on the Company’s consolidated financial statements for the periods ended December 31, 2023, 2022, and 2021. 64 CHURCH & DWIGHT CO., INC.
Notional amounts are presented in the following table: Notional Notional Amount Amount December 31, 2024 December 31, 2023 Derivatives designated as hedging instruments Foreign exchange contracts $ 317.0 $ 228.9 Diesel fuel contracts 0.8 gallons 2.3 gallons Commodities contracts 0.0 pounds 59.0 pounds Derivatives not designated as hedging instruments Equity derivatives $ 24.6 $ 23.2 Excluding the interest rate lock agreements disclosed above, the fair values and amount of gain (loss) recognized in income and other comprehensive income associated with the derivative instruments disclosed above did not have a material impact on the Company’s consolidated financial statements for the periods ended December 31, 2024, 2023, and 2022. 67 CHURCH & DWIGHT CO., INC.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Morristown, NJ February 15, 2024 52 CHURCH & DWIGHT CO., INC.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Morristown, NJ February 13, 2025 54 CHURCH & DWIGHT CO., INC.
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. 80 CHURCH & DWIGHT CO., INC.
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. 16.
Our global product portfolio consists of both premium (63% of total worldwide consumer revenue in 2023) and value (37% of total worldwide consumer revenue in 2023) brands, which we believe enables us to succeed in a range of economic environments. We intend to continue to develop a portfolio of appealing new products to build loyalty among cost-conscious consumers.
Our global product portfolio consists of both premium (64% of total worldwide consumer revenue in 2024) and value (36% of total worldwide consumer revenue in 2024) brands, which we believe enables us to succeed in a range of economic environments. We intend to continue to develop a portfolio of appealing new products to build loyalty among cost-conscious consumers.
The segments are based on differences in the nature of products and organizational and ownership structures.
The segments are based on differences in the nature of products and management organizational structures.
The following table provides information regarding the intrinsic value of stock options exercised and stock compensation expense related to stock option awards: 2023 2022 2021 Intrinsic Value of Stock Options Exercised $ 125.5 $ 32.1 $ 157.3 Stock Compensation Expense Related to Stock Option Awards $ 26.3 $ 25.7 $ 23.3 Issued Stock Options 1.0 1.6 1.5 Weighted Average Fair Value of Stock Options issued (per share) $ 24.06 $ 21.50 $ 17.32 Fair Value of Stock Options Issued $ 24.9 $ 33.6 $ 26.6 The following table provides a summary of the assumptions used in the valuation of issued stock options: 2023 2022 2021 Risk-free interest rate 4.0 % 2.9 % 1.3 % Expected life in years 7.3 7.1 7.2 Expected volatility 22.4 % 21.7 % 20.7 % Dividend yield 1.3 % 1.2 % 1.2 % The fair value of stock options is based upon the Black Scholes option pricing model.
The following table provides information regarding the intrinsic value of stock options exercised and stock compensation expense related to stock option awards: 2024 2023 2022 Intrinsic Value of Stock Options Exercised $ 134.0 $ 125.5 $ 32.1 Stock Compensation Expense Related to Stock Option Awards $ 28.7 $ 26.3 $ 25.7 Issued Stock Options 1.1 1.0 1.6 Weighted Average Fair Value of Stock Options issued (per share) $ 29.90 $ 24.06 $ 21.50 Fair Value of Stock Options Issued $ 31.5 $ 24.9 $ 33.6 The following table provides a summary of the assumptions used in the valuation of issued stock options: 2024 2023 2022 Risk-free interest rate 4.2 % 4.0 % 2.9 % Expected life in years 7.2 7.3 7.1 Expected volatility 22.3 % 22.4 % 21.7 % Dividend yield 1.1 % 1.3 % 1.2 % The fair value of stock options is based upon the Black Scholes option pricing model.
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 VITAFUSION and LIL' CRITTERS 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 Company’s U.S. federal income tax returns are closed for tax years through 2019. The Company is currently under audit by several state taxing authorities for the years 2017 through 2021.
The Company’s U.S. federal income tax returns are closed for tax years through 2020. The Company is currently under audit by several state taxing authorities for the years 2017 through 2022.

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