®
CHURCH & DWIGHT CO., INC.
Annual Report 2018
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In millions, except per share data
2018
2017
repor ted
adjusted*
repor ted
adjusted (1)(2)
NET SALES
$ 4,146
$ 4,146
$ 3,776
$ 3,776
GROSS PROFIT MARGIN
44.4 %
44.4 %
45.8 %
45.8 %
INCOME FROM OPERATIONS
$
792
$
792
$
732
$ 775
OPERATING PROFIT MARGIN
NET INCOME
NET INCOME PER SHARE—DILUTED
DIVIDENDS PER SHARE
19.1 %
569
2.27
0.87
$
$
$
19.1 %
569
2.27
0.87
$
$
$
19.4 %
20.5 %
$
743
$ 2.90
$ 498
$ 1.94
$ 0.76
$ 0.76
YEAR-END STOCK PRICE
$ 65.76
$ 65.76
$ 50.17
$ 50.17
On Februar y 5, 2019, the Company declared a
5% increase in its quarterly dividend from $0.2175
per share to $0.2275 per share.
2018 Key Financial Results
– Worldwide net sales increased 9.8%.
– Organic sales increased 4.3%.
– Adjusted gross profi t margin decreased 140 basis points to 44.4%.
– Adjusted operating profi t margin decreased 140 basis points to 19.1%.
– Net cash from operations was $763.6 million.
– Adjusted earnings per share increased 17.0%.
Net Sales
Adjusted Earnings Per Share
(in millions of dollars)
(in dollars)
2016
2017
2018
$3,493
$3,776
$4,146
2016
2017
2018
$1.77(2)
$1.94(2)
$2.27
For additional information, see Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2018.
This annual report includes non-GAAP fi nancial measures, including adjusted income from operations, adjusted operating profi t margin, adjusted net income, adjusted EPS,
organic sales, and free cash fl ow, which differ from reported results using Generally Accepted Accounting Principles (GAAP).
(1) Adjusted income from Operations in 2017 excludes a $3.5 million (pre and post-tax) charge related to the sale of the Company’s Brazilian chemical business and a
$39.2 million ($31.5 million post tax) charge related to the settlement of a foreign pension plan.
(2) Adjusted Net Income and adjusted EPS in 2017 excludes a ($0.12 per share) charge associated with the settlement of a foreign pension plan, a ($0.01 per share) charge
associated with the sale of the Company’s chemical business in Brazil, a tax benefi t of $0.03 per share from a prior year joint venture impairment charge and a one-time tax
benefi t (non-cash) of $1.06 per share to adjust deferred tax accounts and refl ect deemed repatriation of foreign subsidiary earnings as a result of the Tax Cuts and Jobs Act
(TCJA), 2016 excludes the plant impairment charge at the Company’s Brazilian subsidiary ($4.9 million or $0.02 per share).
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Corporate Information
Church & Dwight Co., Inc., founded in 1846, is the leading U.S. producer of sodium bicarbonate,
popularly known as baking soda, a natural product that cleans, deodorizes, leavens and buffers.
The Company’s ARM & HAMMER brand is one of the nation’s most trusted trademarks for a
broad range of consumer and specialty products developed from the base of bicarbonate and
related technologies.
Church & Dwight’s consumer products business is organized into two segments: Consumer
Domestic, which encompasses both household and personal care products, and Consumer
International, which primarily consists of personal care products. The Company has eleven
key brands representing approximately 80% of its consumer sales. These “power brands” are
ARM & HAMMER, TROJAN, OXICLEAN, SPINBRUSH, FIRST RESPONSE, NAIR, ORAJEL, XTRA, VMS
(L’IL CRITTERS and VITAFUSION), BATISTE and WATERPIK. About 40% of the Company’s domestic
consumer products are sold under the ARM & HAMMER brand name and derivative trademarks,
such as ARM & HAMMER liquid and powder laundry detergent, ARM & HAMMER cat litter, ARM
& HAMMER dental care and ARM & HAMMER baking soda. The remaining ten power brands have
been added to the Company’s portfolio since 2001 through acquisitions.
The combination of the core ARM & HAMMER brand and the other ten power brands make
Church & Dwight one of the leading consumer packaged goods companies in the United States.
Church & Dwight’s third business segment is Specialty Products. This business is a leader in
animal productivity products and bulk sodium bicarbonate.
Growth Driven by 11 Power Brands
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®
ARM & HAMMER
More aisles in the grocery store than
any other brand; A&H products are in
86% of U.S. households in America
OXICLEAN
#1 Laundry
Additive Brand
FIRST RESPONSE
#1 Branded
Pregnancy Kit
ORAJEL
#1 Oral Care
Pain Relief Brand
XTRA
#1 Extreme Value
Laundry Detergent
TROJAN
#1 Condom Brand
SPINBRUSH
#1 Battery Powered
Toothbrush Brand
NAIR
#1 Depilatory Brand
BATISTE
#1 Dry Shampoo
L’IL CRITTERS &
VITAFUSION
#1 Gummy Brands
for Kids and Adults
WATERPIK
#1 Power Flosser
and #1 Replacement
Showerhead
Based on U.S. AC Nielsen 52 weeks ending 12/29/18 All-Outlet
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Matthew T. Farrell
President and
Chief Executive Offi cer
Richard A. Dierker
Executive Vice President &
Chief Financial Offi cer
Patrick D. de Maynadier, Esq.
Executive Vice President,
General Counsel &
Secretary
Dear Fellow
Stockholder,
I am pleased to report another successful
These results positively impacted the measure
year of revenue and earnings growth in 2018:
that matters most to our stockholders – Total
• Reported net sales were $4,146 million,
a 9.8% increase.
• Organic sales increased 4.3% driven by
4.3% revenue growth in our Consumer
Shareholder Return (TSR) – which refl ects the
combination of stock price appreciation and
dividends. We manage Church & Dwight with
the goal of delivering strong TSR to you and
will continue to focus on this goal in 2019
Domestic business and 7.8% revenue growth
and beyond.
in our Consumer International business,
offset by a 3.4% decline in our Specialty
Products business.
• Gross margin decreased 140 basis points to
44.4%, due to higher commodity and trans-
portation headwinds offsetting productivity
programs and positive volume and price.
In 2018, we achieved a TSR of 33.2%. Over
the past decade, we delivered an annual
TSR of approximately 20.5%, which was
signifi cantly better than the 10.7% TSR of
the S&P 500 stock index during the same
period. In dollar terms, if you invested
$1,000 each on January 1, 2009 in Church
& Dwight stock and the S&P 500 stock index,
• Adjusted EPS increased by 17.0%.
the Church & Dwight investment was worth
• We generated $763.6 million of cash from
operating activities and invested $60.4
million in capital expenditures resulting in
free cash fl ow of $703.2 million.
$6,454 on December 31, 2018, whereas the
S&P 500 investment was worth only $2,763.
That signifi cant difference in investment
refl ects the work of a focused management
team and a disciplined business model.
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Evergreen Model
(3) High International Growth
Our long-term mission is to maintain our track record
of delivering outstanding TSR. Our long-term plan for
delivering superior returns is based on what we call
our “evergreen business model”: 3% annual organic
revenue growth and 8% annual earnings per share
growth. We expect the 3% annual organic revenue
growth to be driven by U.S. 2%, International 6%,
and Specialty Products 5%. In addition to 3% revenue
organic growth, we expect earnings per share growth
to be driven by +25 basis points of gross margin
expansion and a reduction of overhead costs by 25
Our evergreen model calls for our Consumer Interna-
tional business to grow revenues 6% annually. Our
International business turned in an exceptional year
of 7.8% organic growth in 2018. This was the 4th
consecutive year that the International business
exceeded our 6% long-term annual growth target.
Today, approximately 17% of our sales are international
and growing rapidly. We have fully operational sub-
sidiaries in seven countries (U.K., France, Germany,
Canada, Mexico, Australia and Brazil) and distribute
to over 130 additional countries.
basis points resulting in operating margin improvement
We expect strong future growth in Asia. Early in
of +50 basis points. The evergreen model enables us
2018, we trained approximately 200 representatives
to have a consistent message and promotes fi nancial
of DKSH, our master distributor in SE Asia. In August
literacy inside our Company. It is an important part
2018, we began a long-term partnership with Shanghai
of our success.
Key Drivers of TSR
The following are the key drivers of our future success:
(1) A Diversifi ed Product Portfolio
Church & Dwight’s diverse consumer product portfolio,
consisting of both premium (65%) and value (35%)
brands, enables us to succeed in various economic
environments. We believe no other consumer packaged
goods (CPG) company has such a well-balanced
portfolio of both premium and value brands.
(2) Focus on Power Brands
While we sell over 80 brands, 11 of these brands
generate over 80% of our revenues and profi ts.
These 11 brands, which we call our “Power Brands,”
are ARM & HAMMER, TROJAN, OXICLEAN, Vitamins
(L’IL CRITTERS and VITAFUSION), XTRA, FIRST
RESPONSE, SPINBRUSH, ORAJEL, NAIR, BATISTE
and WATERPIK.
Our 11 Power Brands are “Brands Consumers Love”
and consequently are market leaders. We connect with
consumers through execution of creative marketing
ideas, innovative new products, and sustained market-
ing spending resulting in higher market shares for
our brands and confi dence in a 2% long-term organic
growth rate in the U.S.
Jahwa, a publicly traded CPG company in China,
to distribute select products in the Chinese market.
These moves are illustrations of our commitment
to invest in our Consumer International business
to sustain a 6% long-term organic growth rate.
(4) Animal Productivity Opportunity
We expect our Specialty Products business to
grow revenues 5% annually driven by our animal
productivity business. The global population is
expected to rise from 7.7 billion today to 9.7
billion in 2050. The demand for protein will increase
with population growth. At the same time, there is
a trend away from the use of antibiotics, hormones,
and chemicals in animal production. Our portfolio
of natural supplements, prebiotics, and custom
probiotics for dairy cows, poultry, cattle and swine
are well-positioned for this global growth. Historically,
our products have focused on the U.S. dairy industry.
Milk prices have made our business cyclical and
accounted for the Specialty Products revenue decline
in 2018. Through small acquisitions over the past
4 years, our global non-dairy business has grown
to be 26% of sales (1% in 2014) and our global
international business is now 13% of sales (5% in
2014). Considering the population tailwind and the
strength of our products, we have strong confi dence
in a 5% long-term organic growth rate.
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(5) Winning Online
Our long-term success requires us to be “digitally
savvy”. One important measure of digital skills is
online sales. Approximately 7% of our global sales
were online in 2018 which puts us in the top tier
of our peer group. Just three years ago, only 1% of
our sales were online. Our progress is an illustration
of the digital skills we have developed and the
adaptability of our Company.
(6) Focus on Gross Margin
our fi nancial and supply chain teams. We lead the
CPG industry by consistently converting over 100%
of net income into free cash fl ow (free cash fl ow
conversion). Over the next three years, we anticipate
that we will generate over $2.0 billion in free cash
fl ow. This will enable us to aggressively pursue
acquisitions, make capital investments to continue to
support the profi table growth of our existing businesses,
and return cash to our stockholders. We increased
our annual dividend by 5% in 2019. We have paid a
quarterly dividend for 118 consecutive years.
Gross margin expansion fuels our organic growth
(9) Superior Overhead Management
because it enables us to increase investments
in marketing, R&D, and technology. In 2018, our
adjusted gross margin declined by 140 basis points
due to commodity and transportation headwinds.
Driving higher gross margin through productivity
improvements, price increases, launching higher
margin new products and buying margin accretive
businesses continues to be our formula for
the future. Those efforts are expected to expand
gross margin in 2019.
(7) Growth through Acquisitions
Church & Dwight is an acquisition platform. Over
the past 17 years, we acquired 10 of our 11 current
Power Brands. To illustrate our long-term acquisition
thinking, we like to say “11 Power Brands today, 20
tomorrow”. We possess a competency in targeting,
acquiring, and integrating brands and businesses.
In a world where seven out of 10 acquisitions do
Maintaining tight SG&A controls has been a hallmark
of Church & Dwight. Our SG&A is 13.6% of sales
and 11.8% excluding acquisition amortization. This
overhead rate is one of the lowest in the CPG space.
We believe we have the highest revenue per employee
of any major CPG company. Church & Dwighters are
committed to fi nding ways to grow our revenues,
lower our costs and provide outstanding service to
our customers.
Because we are lean, we are a nimble organization
enabling us to communicate easily, make quick
decisions, and adapt to change. Our management
team is cost conscious in that, unlike some other
companies, we invest in our business rather than
perks like company cars, company planes, or country
club memberships.
(10) Simple Incentive Compensation
not create value, we have a superior track record in
At Church & Dwight, we embrace the power of simplicity.
making accretive acquisitions. We are disciplined in
This is evident in our simple incentive compensation
adhering to clear acquisition guidelines and we quickly
plan. Our bonuses are tied directly to four equally-
integrate acquisitions to leverage our existing capital
weighted drivers of TSR: net sales growth, gross
base in manufacturing, logistics and purchasing.
margin expansion, EPS growth, and operating cash
(8) “Best in Class” Free
Cash Flow Conversion
In 2018, our annual free cash fl ow was $703.2
million with a free cash fl ow conversion rate of 124%.
This refl ects excellent working capital management by
fl ow generation. Our equity compensation consists
predominantly of stock options that are valuable
only when the value of your investment rises. And
our senior management team is required to maintain
a signifi cant investment in our stock to be closely
aligned with you, our stockholders.
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Sustainability
Outlook
Sustainable business practices are important
We expect the CPG environment to continue
to our Company, our employees, our retailers,
to be challenging in 2019. In late 2018, we
and our consumers. Church & Dwight has been
raised prices on 30% of our global product
a friend of the environment since the early
portfolio to address cost infl ation. We believe
20th century. In 1907, we began using recycled
that we will deliver 7% – 9% EPS growth in
paperboard in our packaging. In the 1970’s,
2019 through continued focus on the areas
Church & Dwight was the only corporate sponsor
that contribute to our outstanding TSR results.
of the fi rst Earth Day and the fi rst to remove
Our 2019 EPS outlook refl ects continued strong
phosphates from laundry detergent. Today,
business performance and reinvestment to
100% of our global electricity is derived from
accelerate growth and other long-term objectives.
renewable resources. We are committed to
doing our part for the environment.
Culture
Our ‘secret sauce’ is the Church & Dwight
culture. We describe ourselves as ‘blue collar’
(roll up your sleeves) with a high aptitude and
an underdog mentality. Church & Dwighters
exhibit an absence of ego, ‘wear many hats’
(because the responsibilities often go beyond
the job description), and make decisions based
on “What is best for Church & Dwight”, putting
personal goals second. We are evolving to be
digitally savvy to maintain the speed necessary
We expect reported sales growth of approxi-
mately 3% and organic sales growth of
approximately 3.5%. We expect gross margin
to increase 10 basis points as productivity
programs and volume/price/mix offset rising
infl ation. We expect to increase 2019 marketing
dollars but the resulting percent of net sales
will decrease 10 basis points due to strong
revenue growth from our Specialty Products
business which has a low marketing spend.
SG&A is expected to decrease 30 basis points
in-line with our evergreen business model. We
expect cash from operations to be approximately
$800 million.
to win in the digital world. We strive to maintain
Our employees are the backbone of our
a workplace that is a place where people matter
great Company. By focusing on the consumer,
and which refl ects the diverse consumer base
our employees discover insights that lead to
that we serve. Our culture is central to our
new products and brands that consumers
long-term success.
love. Our employees’ willingness to pitch in
and help out makes teamwork a hallmark
of Church & Dwight’s culture. I would like to
thank all the employees of Church & Dwight
for delivering excellent business results today
and into the future.
Sincerely,
Matthew T. Farrell
President and Chief Executive Offi cer
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Non-GAAP Measures:
Adjusted Operating Income and Margin:
The following discussion addresses the non-GAAP measures
used in this annual report and reconciliations of these
non-GAAP measures to the most directly comparable GAAP
measures. These non-GAAP fi nancial measures should not
be considered in isolation from or as a substitute for the com-
parable GAAP measures. The following non-GAAP measures
may not be the same as similar measures provided by other
companies due to differences in methods of calculation and
items and events being excluded.
This annual report provides information regarding adjusted
operating income and margin, which exclude the effect of
charges taken in 2017 related to the Brazil Specialty Products
business and a 2017 settlement charge related to our U.K.
pension. We believe that excluding these charges from
operating income and margin provides a useful measure of
the Company’s ongoing operating performance and a more
effective comparison to prior periods by excluding signifi cant
one-time events.
Organic Sales Growth:
Adjusted EPS:
This annual report provides information regarding organic
sales growth, namely net sales growth excluding the effect
of acquisitions and foreign exchange rate changes. Manage-
ment believes that the presentation of organic sales growth
is useful to investors because it enables them to assess,
on a consistent basis, sales trends related to products that
were marketed by the Company during the entirety of relevant
periods, excluding the impact of acquisitions and excluding
foreign exchange rate changes that are out of the control
of, and do not refl ect the performance of, the Company and
management.
Adjusted Gross Margin:
This annual report provides information regarding adjusted
gross margin, namely gross margin excluding the effect of
charges taken in 2017 related to the Brazil Specialty Prod-
ucts business. We believe that excluding these charges from
gross margin provides a useful measure of the Company’s
ongoing operating performance and a more effective compari-
son to prior periods by excluding signifi cant one-time events.
This annual report also presents adjusted EPS, namely,
earnings per share calculated in accordance with GAAP, as
adjusted to exclude signifi cant one-time items that are not
indicative of the Company’s period to period performance. We
believe that this metric provides investors a useful perspec-
tive of underlying business trends and results and provides
useful supplemental information regarding our year over year
earnings per share growth. Adjusted 2017 EPS excludes
a one-time tax benefi t to adjust deferred tax accounts and
refl ect deemed repatriation of foreign subsidiary earnings as
result of the Tax Cuts and Jobs Act, charges related to the
Brazil Specialty Products business, a U.K. pension settlement
and a tax benefi t from a joint venture impairment.
Free Cash Flow:
Free cash fl ow is defi ned as cash from operating activities
less capital expenditures. Management views free cash
fl ow as an important measure because it is one factor in
determining the amount of cash available for dividends and
discretionary investment.
Adjusted SG&A:
Free Cash Flow as Percentage of Net Income:
This annual report presents information regarding adjusted
SG&A, namely selling, general and administrative expenses
excluding charges related to a settlement charge related
to our U.K. pension in 2017. We believe that this metric
enhances investors’ understanding of the Company’s year over
year expenses by excluding certain signifi cant one-time items.
Free cash flow as percentage of net income is defi ned as
the ratio of free cash fl ow to net income. Management views
this as a measure of how effective the Company manages its
cash flow relating to working capital and capital expenditures.
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2018 Organic Sales Reconciliation
Twelve Months Ended 12/31/2018
Total
Company
Worldwide
Consumer
Consumer
Domestic
Consumer
International
Specialty
Products
REPORTED SALES GROWTH
9.8 %
10.5 %
9.6 %
14.2 %
2.1 %
Less:
ACQUISITIONS
Add:
FX / OTHER
DIVESTITURES
ORGANIC SALES GROWTH
5.5 %
5.4 %
5.3 %
5.9 %
7.2 %
-0.1 %
0.1 %
4.3 %
-0.1 %
0.0 %
5.0 %
0.0 %
0.0 %
4.3 %
-0.5 %
0.0 %
7.8 %
0.0 %
1.7 %
-3.4 %
2018 Free Cash Flow as Percentage of Net Income
(Dollars in Millions)
CASH FROM OPERATIONS
CAPITAL EXPENDITURES
FREE CASH FLOW
NET INCOME
PERCENTAGE
Adjusted Diluted Earnings Per Share Reconciliation
$
$
$
$
763.6
(60.4 )
703.2
568.6
124 %
DILUTED EARNINGS PER SHARE – REPORTED
BRAZIL CHARGE
U.K. PENSION SETTLEMENT CHARGE
JOINT VENTURE IMPAIRMENT TAX BENEFIT
U.S. TCJA TAX REFORM
For the Year Ended December 31,
2018
2017
% Change
$
$
$
$
$
2.27
–
–
–
–
$
$
$
$
$
2.90
-22 %
0.01
0.12
(0.03 )
(1.06 )
DILUTED EARNINGS PER SHARE – ADJUSTED (NON-GAAP)
$ 2.27
$ 1.94
17 %
2018 Adjusted SG&A Reconciliation
REPORTED SG&A
LESS ACQUISITION AMORTIZATION
ADJUSTED SG&A
13.6 %
(1.8 %)
11.8 %
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Offi cers
Britta B. Bomhard
Executive Vice President and
Chief Marketing Offi cer
Steven P. Cugine
Executive Vice President
International and Global
New Products Innovation
Patrick D. de Maynadier, Esq.
Executive Vice President,
General Counsel and Secretary
Richard A. Dierker
Executive Vice President
and Chief Financial Offi cer
Matthew T. Farrell
President and
Chief Executive Offi cer
Carlos G. Linares
Executive Vice President
Global Research & Development
Rick Spann
Executive Vice President
Global Operations
Paul R. Wood
Executive Vice President
U.S. Sales
Judy A. Zagorski
Executive Vice President
Global Human Resources
Directors
James R. Craigie
Chairman
Janet S. Vergis
Private Equity Advisor
Retired Chief Executive Offi cer
and former CEO
Church & Dwight Co., Inc.
Director since 2004
OraPharma, Inc.
Director since 2014
Arthur B. Winkleblack
Retired Executive Vice President
and Chief Financial Offi cer
H.J. Heinz Company
Director since 2008
Laurie J. Yoler
Former SVP, Business
Development of Qualcomm, Inc.
and President, Qualcomm Labs
Director since 2018
Emeritus
Director
Dwight C. Minton
Chairman Emeritus
Church & Dwight Co., Inc.
Principal
Accounting
Offi cer
Steven J. Katz
Vice President, Controller
and Chief Accounting Offi cer
Matthew T. Farrell
President and
Chief Executive Offi cer
Church & Dwight Co., Inc.
Director since 2016
Bradley C. Irwin
Retired President and
Chief Executive Offi cer
Welch Foods Inc.
Director since 2006
Robert D. LeBlanc
Lead Director
Retired President and
Chief Executive Offi cer
Handy & Harman
Director since 1998
Penry W. Price
Vice President
Global Sales
Marketing Solutions
LinkedIn Corporation
Director since 2011
Ravichandra K. Saligram
Chief Executive Offi cer
Ritchie Bros. Auctioneers
Incorporated
Director since 2006
Robert K. Shearer
Retired Senior Vice President
and Chief Financial Offi cer
VF Corporation
Director since 2008
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
Commission file number
1-10585
CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-4996950
(I.R.S. Employer
Identification No.)
500 Charles Ewing Boulevard, Ewing, N.J. 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
Common Stock, $1 par value
Name of each exchange
on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ‘ No È
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 È 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 È No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 È 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 È
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2018 (the last business day of the
registrant’s most recently completed second fiscal quarter) was approximately $12.5 billion. For purposes of making this calculation only, the
registrant included all directors, executive officers and beneficial owners of more than ten percent of the common stock (the “Common Stock”) of
Church & Dwight Co., Inc. (the “Company”). The aggregate market value is based on the closing price of such stock on the New York Stock
Exchange on June 30, 2018.
As of February 19, 2019, there were 245,901,066 shares of Common Stock outstanding.
Documents Incorporated by Reference
Certain provisions of the registrant’s definitive proxy statement to be filed not later than April 30, 2019 are incorporated by reference in Items 10
through 14 of Part III of this Annual Report on Form 10-K (this “Annual Report”).
CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION
This Annual Report contains forward-looking statements, including, among others, statements relating to net sales
and earnings growth; gross margin changes; trade and marketing spending; marketing expense as a percentage of net
sales; sufficiency of cash flows from operations; earnings per share; the impact of new accounting pronouncements;
cost savings programs; consumer demand and spending; the effects of competition; the effect of product mix; volume
growth, including the effects of new product launches into new and existing categories; the increase in the number of
gummy dietary supplement competitors; the impact of competitive laundry detergent products, including unit dose
laundry detergent; the Company’s hedge programs; the impact of foreign exchange, tariffs, and commodity price
fluctuations; actual voluntary and expected cash contributions to pension plans; impairments and other charges
including the pension settlement charge and asset impairment charges; the Company’s investments in joint ventures;
the impact of acquisitions and divestitures; capital expenditures; the Company’s effective tax rate; the impact of the
Tax Cuts and Jobs Act; the impact of tax audits; tax changes and the lapse of applicable statutes of limitations; the
effect of the credit environment on the Company’s liquidity and capital resources; the Company’s fixed rate debt;
compliance with covenants under the Company’s debt instruments; the Company’s commercial paper program; the
Company’s current and anticipated future borrowing capacity to meet capital expenditure program costs; and the
Company’s share repurchase programs; payment of dividends; environmental and regulatory matters; the availability
and adequacy of raw materials, including trona reserves and the conversion of such reserves; and the customers and
consumer acceptance of certain ingredients in our products. These statements represent the intentions, plans,
expectations and beliefs of the Company, and are based on assumptions that the Company believes are reasonable but
may prove to be incorrect. In addition, these statements are subject to risks, uncertainties and other factors, many of
which are outside the Company’s control and could cause actual results to differ materially from such forward-looking
statements. Factors that could cause such differences include a decline in market growth, retailer distribution and
consumer demand (as a result of, among other things, political, economic and marketplace conditions and events);
unanticipated increases in raw material and energy prices; delays or other problems in manufacturing or distribution;
adverse developments affecting the financial condition of major customers and suppliers; competition; changes in
marketing and promotional spending; growth or declines in various product categories and the impact of customer
actions in response to changes in consumer demand and the economy, including increasing shelf space of private label
products; consumer and competitor reaction to, and customer acceptance of, new product introductions and features;
the Company’s ability to maintain product quality and characteristics at a level acceptable to our customers and
consumers; disruptions in the banking system and financial markets; foreign currency exchange rate fluctuations;
implications of the United Kingdom’s withdrawal from the European Union; shifting economic policies in the United
States; potential changes in export/import and trade laws, regulations and policies of the United States and other
countries, including any increased trade restrictions or tariffs, including the actual and potential effect of tariffs on
Chinese goods imposed by the United States; issues relating to the Company’s information technology and controls;
the impact of natural disasters on the Company and its customers and suppliers, including third party information
technology service providers; the acquisition or divestiture of assets; the outcome of contingencies, including litigation,
pending regulatory proceedings and environmental matters; and changes in the regulatory environment.
For a description of additional factors that could cause actual results to differ materially from the forward
looking statements, please see Item 1A, “Risk Factors” in this Annual Report.
The Company undertakes no obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by the United States federal securities
laws. You are advised, however, to consult any further disclosures the Company makes on related subjects in its
filings with the United States Securities and Exchange Commission (the “Commission”).
All applicable amounts in the consolidated financial statements and related disclosure included in this
annual report have been retroactively adjusted to reflect the Company’s two for one stock split effected
September 1, 2016.
Unless otherwise specified or the context otherwise requires, all references in this Annual Report on Form
10-K to “Church & Dwight,” “we,” “us,” “our” and “Company” refer to Church & Dwight Co., Inc. and its
consolidated subsidiaries.
TABLE OF CONTENTS
PART I
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . .
Item
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Page
1
10
25
25
25
26
27
29
30
48
49
91
91
91
92
92
92
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92
15.
Exhibits, Financial Statement Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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PART I
ITEM 1. BUSINESS
OVERVIEW OF BUSINESS
We were founded in 1846 and incorporated in Delaware in 1925. We develop, manufacture and market a
broad range of consumer household and personal care products and specialty products focused on animal
productivity, chemicals and cleaners. Our consumer products marketing efforts are focused principally on our 11
“power brands.” These well-recognized brand names include ARM & HAMMER baking soda, cat litter, laundry
detergent, carpet deodorizer and other baking soda based products; TROJAN condoms, lubricants and vibrators;
OXICLEAN stain removers, cleaning solutions, laundry detergents and bleach alternatives; SPINBRUSH
battery-operated toothbrushes; FIRST RESPONSE home pregnancy and ovulation test kits; NAIR depilatories;
ORAJEL oral analgesic; XTRA laundry detergent; L’IL CRITTERS and VITAFUSION gummy dietary
supplements for children and adults, respectively; BATISTE dry shampoo; and WATERPIK water flossers and
showerheads.
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 and
other discount stores, pet and other specialty stores and websites and other e-commerce channels, all of which
sell our products to consumers. We sell our specialty products to industrial customers, livestock producers and
through distributors.
We maintain a strong heritage of commitment to people and the planet. In 2018, we continued to progress
on our commitment to robust and transparent environmental, social and governance practices. Our corporate
sustainability goals include improving the sustainability profile of our products (including both packaging and
ingredients), reducing our environmental footprint (including through increased renewable energy usage and
reduced water and greenhouse gas emissions and solid waste to landfill) and positively impacting our employees
and the communities where we operate. Further, we are placing considerable focus and effort on our supplier
base through the execution of our responsible sourcing program.
Our continued progress in various areas of corporate responsibility received various external recognitions,
including inclusion in the 2018 Barron’s Most Sustainable Companies list and the EPA’s Green Power
Partnership Top 100 list. In addition, the Company ranked 196th in the Drucker Institute/WSJ “Management Top
250 List” while also ranking in the JUST Capital “America’s Most Just Companies” list and the FTSE4Good
Index Series.
Moreover, in 2005, we established the Church & Dwight Employee Giving Fund, Inc. (EGF), an
employee-run giving program, where employees’ donations are matched dollar-for-dollar by us, that primarily
supports charitable organizations in New Jersey and Eastern Pennsylvania. Additionally, we contribute to
deserving nonprofits benefiting social and other charitable causes.
FINANCIAL INFORMATION ABOUT SEGMENTS AND PRINCIPAL PRODUCTS
Refer to Note 16 to the consolidated financial statements included in this Annual Report and in “Item 7:
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information
concerning the results of each of our segments.
All domestic brand “rankings” contained in this Annual Report are based on dollar share rankings from
ACNielsen AOC (All Outlets Combined) for the 52 weeks ended December 29, 2018. Foreign brand “rankings”
are derived from several sources.
1
Recent Acquisitions
On March 8, 2018, we acquired Passport Food Safety Solutions, Inc. (“Passport”). Passport sells products
for pre- and post-harvest treatment of poultry, swine, and beef (the “Passport Acquisition”). The total purchase
price was approximately $50.0, which is subject to an additional payment of up to $25.0 based on sales
performance through 2020.
Consumer Domestic
Our founders first marketed sodium bicarbonate, otherwise known as baking soda, in 1846 for use in home
baking. Today, this product has a wide variety of uses in the home, including as a refrigerator and freezer
deodorizer, scratch-free cleaner and deodorizer for kitchen surfaces and cooking appliances, bath additive,
dentifrice, cat litter deodorizer and swimming pool pH stabilizer. We specialize in baking soda-based products,
as well as other products which use the same raw materials or technology or which are sold in the same markets.
Our Consumer Domestic segment includes each of our 11 power brands, as well as other well-known brands and
household and personal care products. We divide the Consumer Domestic segment into household and personal
care product groups.
Household Products
In 2018, household products constituted approximately 55% of our Domestic Consumer sales and
approximately 42% of our consolidated net sales.
ARM & HAMMER Baking Soda remains the number one leading brand of baking soda in terms of
consumer recognition of the brand name and reputation for quality and value. The cleaning and deodorizing
properties of baking soda have led to the development of numerous baking soda-based household products. For
example, we market ARM & HAMMER FRIDGE FRESH, a refrigerator deodorizer equipped with a baking
soda filter to help keep food tasting fresher, and ARM & HAMMER Carpet Deodorizer. Our other primary
household products include laundry detergents marketed under the ARM & HAMMER, OXICLEAN and XTRA
brands, fabric softener sheets marketed under the ARM & HAMMER and NICE’N FLUFFY brands, cat litter
under our ARM & HAMMER brand, and household cleaning products under the CLEAN SHOWER, SCRUB
FREE, ORANGE GLO, OXICLEAN and KABOOM brands. Our laundry detergents constitute our largest
consumer business, measured by net sales.
Personal Care Products
In 2018, personal care products constituted approximately 45% of our Consumer Domestic sales and
approximately 34% of our consolidated net sales.
Our personal care business was founded on the unique strengths of our ARM & HAMMER trademark and
baking soda technology. We have expanded our personal care business through the acquisition of antiperspirants,
oral care products, depilatories, reproductive health products, oral analgesics, nasal saline moisturizers, and
dietary supplements under a variety of other leading brand names.
ARM & HAMMER Baking Soda, when used as a dentifrice, helps whiten and polish teeth, removes plaque
and leaves the mouth feeling fresh and clean. These properties led to the development of a complete line of
sodium bicarbonate-based dentifrice products that are marketed and sold nationally primarily under the ARM &
HAMMER brand name. Our other personal care products include antiperspirants and deodorants under the
ARRID and ARM & HAMMER brands, condoms under the TROJAN brand (the number one condom brand in
the U.S.), battery-operated toothbrushes under the SPINBRUSH brand (the number one leading brand of battery-
operated toothbrushes in the U.S. in 2018), water flossers and showerheads under the WATERPIK brand (the
number one water flosser and replacement showerhead brand in the U.S.), home pregnancy and ovulation test
2
kits under the FIRST RESPONSE brand (the number one selling brand in the U.S.), hair-removal products under
the NAIR brand, oral analgesics and oral care products under the ORAJEL brand (the market leader in the
toothache, canker sore, and children’s teething categories in the U.S.), children’s gummy dietary supplements
under the L’IL CRITTERS brand and adult gummy dietary supplements under the VITAFUSION brand (both
number one leading brands in their respective categories), a growing number of hair products under the
BATISTE, VIVISCAL, TOPPIK (the number one leading brand of cosmetics for thinning hair), and XFUSION
brands, and nasal saline moisturizers and solutions under the SIMPLY SALINE and STERIMAR brands.
Consumer International
Our Consumer International segment markets a variety of personal care, household and over-the-counter
products in international subsidiary markets, including Australia, Brazil, Canada, France, Germany, Mexico and
the United Kingdom and in global export markets around the world.
Total Consumer International net sales represented approximately 17% of our consolidated net sales in
2018. Net sales of the businesses located in Europe, Canada, Mexico and Australia accounted for 33%, 29%, 9%
and 9%, respectively, of our 2018 international net sales in this segment. No country in which we operate
accounts for more than 9% of our total international net sales and no product line accounts for more than 20% of
total international net sales.
Some of our U.S. Power Brands such as ARM & HAMMER, BATISTE, NAIR, OXICLEAN, TROJAN,
L’LL CRITTERS, SPINBRUSH and VITAFUSION are distributed in most of our international markets. In
addition, we also export unique brands such as STERIMAR, natural nasal decongestant out of France and
FEMFRESH, feminine hygiene portfolio out of the United Kingdom, in many countries around the world.
We also market the CURASH line of babycare products in Australia, and GRAVOL anti-nauseant and
RUB-A535 topical analgesic in Canada and other international markets. We also sell WATERPIK water flossers
and showerheads in Australia, Canada, Germany, France, the United Kingdom, Mexico and in other international
markets.
Specialty Products Division
Our SPD segment focuses on sales to businesses and participates in three product areas: Animal
Productivity, Specialty Chemicals and Specialty Cleaners, and accounted for approximately 7% of our
consolidated net sales in 2018.
Animal Productivity Products
Since the ARM & HAMMER animal productivity business began in 1972, with its launch of ARM &
HAMMER baking soda as a feed additive to help dairy cows produce more milk, we have built a leading
portfolio of nutritional supplements designed to help improve the health and productivity of dairy cows. Today
our portfolio of dairy nutritional supplements includes brands such as MEGALAC rumen bypass fat (licensed
from Volac International Limited) – a supplement made from natural oils – which enables cows to maintain
energy levels during the period of high milk production, resulting in improved milk yields. In addition, we
market a line of high quality protein and amino acid products, including BIO-CHLOR and FERMENTEN, which
are designed to help reduce health issues associated with calving, as well as provide needed protein to ensure
proper growth and milk production.
Over the last five years, we have expanded our product offerings to include unique prebiotics and
probiotics. CELMANAX Refined Functional Carbohydrate is a yeast based prebiotic that helps ensure a well-
functioning gastrointestinal track in dairy cows, beef cattle, poultry and other livestock. On May 1, 2017, we
acquired the Agro Biosciences, Inc. business and we now market the CERTILLUS family of probiotics products
3
in the poultry, dairy, beef and swine industries. On March 8, 2018, we acquired Passport Food Safety Solutions,
Inc., focused on providing pre- and post-harvest food safety solutions for beef, poultry, and swine primarily for
the application to carcasses to reduce food borne pathogens.
Specialty Chemicals
Our specialty chemicals business primarily encompasses the manufacture, marketing and sale of sodium
bicarbonate in a range of grades and granulations for use in industrial markets. In industrial markets, sodium
bicarbonate is used by other manufacturing companies as a leavening agent for commercial baked goods, as an
antacid in pharmaceuticals, as a carbon dioxide release agent in fire extinguishers, as an alkaline agent in
swimming pool chemicals, and as a buffer in kidney dialysis.
We and Occidental Chemical Corporation are equal partners in a joint venture, Armand, which
manufactures and markets potassium carbonate and potassium bicarbonate for sale in domestic and international
markets. The potassium-based products are used in a wide variety of applications, including agricultural
products, specialty glass and ceramics, and potassium silicates. Armand also manufactures a potassium
carbonate-based animal feed additive for sale by the Company in the dairy industry, described above under
“Animal Productivity Products.”
Specialty Cleaners
We also provide a line of cleaning and deodorizing products for use in commercial and industrial
applications such as office buildings, hotels, restaurants and other facilities.
We and Safety-Kleen Systems, Inc. (“Safety-Kleen”) are equal partners in a joint venture, ArmaKleen, which
has built a specialty cleaning products business based on our technology and Safety-Kleen’s sales and distribution
organization. In North America, this joint venture distributes our proprietary product line of aqueous cleaners along
with our ARMEX blast media line, which is designed for the removal of a wide variety of surface coatings.
COMPETITION
We compete in the household and personal care consumer product categories, which are highly innovative
categories, characterized by a continuous flow of new products and line extensions, and require significant
advertising and promotion. We compete in these categories primarily on the basis of product innovation and
performance, brand recognition, price, value and other consumer benefits. Consumer products, particularly laundry
and dietary supplements, are subject to significant price competition. As a result, we, from time to time, may need to
reduce the prices for some of our products to respond to competitive and customer pressures and to maintain market
share. Product introductions typically involve heavy marketing and trade spending in the year of launch, and we
usually are not able to determine whether the new products and line extensions will be successful until a period of
time has elapsed following the introduction of the new products or the extension of the product line.
Because of the competitive retail environment, we face pricing pressure from our retail customers and
customers selling through other channels, particularly high-volume retail customers including, internet based
retailers, who have increasingly sought to obtain pricing concessions or better trade terms that could reduce our
margins. Furthermore, if we are unable to maintain price or trade terms acceptable to our customers, they could
increase product purchases from competitors and reduce purchases from us, which would harm our sales and
profitability.
Our competitors in the Consumer Domestic and Consumer International segments include P&G, The Clorox
Company, Colgate-Palmolive Company, S.C. Johnson & Son, Inc., Nestle Purina PetCare Company, Henkel,
Reckitt Benckiser Group plc, Johnson & Johnson, Ansell Limited, Pfizer Inc., Bayer AG, Alere Inc., NBTY, Inc.
and Pharmavite LLC. Many of these companies have greater financial resources than we do and have the
capacity to outspend us in their attempts to gain market share.
4
Competition within our specialty chemicals and animal productivity product lines is intense. The specialty
chemicals business operates in a competitive environment influenced by capacity utilization, customers’ leverage
and the impact of raw material and energy costs. Product introductions typically involve introductory educational
costs in the year of launch, and we usually are not able to determine whether new products and line extensions
will be successful until a period of time has elapsed following the introduction of new products or the extension
of the product lines. Our key competitors with respect to our SPD segment are Archer Daniels Midland
Company, Cargill Incorporated, Lallemand Inc., Solvay Chemicals, Inc., Genesis Alkali and Natural Soda, Inc.
For additional discussion of the competitive environment in which we conduct our business, see Item 1A, “Risk
Factors.”
DISTRIBUTION OF OUR PRODUCTS
Our Consumer Domestic and Consumer International segments products are marketed primarily through a
broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores,
convenience stores, home stores, dollar and other discount stores, pet and other specialty stores, and websites and
other e-commerce channels, all of which sell our products to consumers. The Consumer Domestic Segment
employs a sales force based regionally throughout the U.S. and utilizes the services of independent brokers, who
represent our products in the food, mass, pet, dollar, club, and numerous other classes of trade. Our Consumer
International segment conducts business through subsidiaries and global export markets. Our subsidiaries employ
local sales and marketing teams that manage the retailer and trade relationships while export sales and marketing
professionals also manage an extensive distributor network in our global export markets. Our products are stored
in our plants and third-party owned warehouses and are either delivered by independent trucking companies or
picked up by customers at our facilities.
SPD markets sodium bicarbonate and other chemicals to industrial and agricultural customers primarily
throughout the U.S. and Canada. Distribution is accomplished through a dedicated sales force supplemented by
manufacturers’ representatives and independent distributors. Our products in this segment are stored in our plants
and public warehouses and are either delivered by independent trucking companies or picked up by customers at
our facilities.
SEASONALITY
Our business is generally not seasonal, although the Consumer Domestic and Consumer International
segments are affected by sales of SPINBRUSH battery-operated toothbrushes (which typically are higher during
the fall, in advance of the holiday season), sales of NAIR depilatories and waxes (which typically are higher in
the spring and summer months), and sales of VITAFUSION and L’IL CRITTERS dietary supplements (which
typically are slightly higher in the fourth quarter of each year, in advance of the cold and flu season and renewed
commitments to health).
RAW MATERIALS AND SOURCES OF SUPPLY
We manufacture sodium bicarbonate for our consumer and specialty products businesses at our plants
located at Green River, Wyoming and Old Fort, Ohio. The primary source of soda ash, a basic raw material used
in the production of sodium bicarbonate, is the mineral trona, which is found in abundance in southwestern
Wyoming near our Green River plant. We have adequate trona reserves under mineral leases to support our
sodium bicarbonate requirements for the foreseeable future.
We are a party to a partnership agreement with Tata Chemicals (Soda Ash) Partners, which mines and
processes trona reserves in Wyoming. We fulfill a substantial amount of our soda ash requirements through the
partnership and related supply and services agreements, enabling us to achieve some of the economies of an
integrated business capable of producing sodium bicarbonate and related products from the basic raw material.
We also have an agreement for the supply of soda ash from another company. The partnership agreement and
5
other supply agreements between the Tata Chemicals (Soda Ash) Partners and us are terminable upon two years
notice by either of us. We believe that sufficient alternative sources of soda ash supply are available.
We believe that ample sources of raw materials are available for all our other major products. Detergent
chemicals are used in a variety of our products and are available from a number of sources. Bottles, paper products
and clay are available from multiple suppliers, although we choose to source most of these materials from single
sources under long-term supply agreements in order to gain favorable economies of scale. We also use certifiable
sustainable palm oil derivatives in a number of products, including primarily in our rumen bypass fats products.
Alternative sources of supply are available in case of the disruption or termination of the supply agreements.
The cost of raw materials, including surfactants, diesel fuel and oil-based raw and packaging materials used
primarily in our consumer businesses, were higher in 2018 relative to 2017, increasing our core commodity costs.
Increases in the prices of certain raw materials could materially impact our costs and financial results if we are
unable to pass such costs along in the form of price increases to our customers.
We utilize the services of third party contract manufacturers around the world for certain products.
PATENTS AND TRADEMARKS
Our trademarks appear in upper case letters throughout this Annual Report. The majority of our trademarks
are registered with either the U.S. Patent and Trademark Office or with the trademark offices of many foreign
countries. The ARM & HAMMER trademark has been used by us since 1867, and is a valuable asset and
important to the successful operation of our business. Our products are sold under many other valuable
trademarks held by the Company, including TROJAN, NAIR, ORAJEL, WATERPIK, FIRST RESPONSE,
XTRA, OXICLEAN, SPINBRUSH, BATISTE, SIMPLY SALINE, L’IL CRITTERS and VITAFUSION. Our
portfolio of trademarks represents substantial value in the businesses using the trademarks.
U.S. patents are currently granted for a term of 20 years from the date the patent application is filed.
Although we actively seek and maintain a number of patents, no single patent is considered significant to the
business as a whole.
CUSTOMERS AND ORDER BACKLOG
In each of the years ended December 31, 2018, 2017 and 2016, net sales to our largest customer, Walmart
Inc. and its affiliates (“Walmart”), were 23%, 24% and 24% respectively, of our consolidated net sales. No other
customer accounted for 10% or more of our consolidated net sales in the three-year period. The time between
receipt of orders and shipment is generally short, and as a result, backlog is not significant.
GOVERNMENT REGULATION
General
Some of our products are subject to regulation by one or more U.S. agencies, including the U.S. Food and
Drug Administration (“FDA”), the Environmental Protection Agency (“EPA”), the Federal Trade Commission
(“FTC”), the Consumer Product Safety Commission (“CPSC”) and foreign agencies.
FDA regulations govern a variety of matters relating to our products, such as product development,
manufacturing, premarket clearance or approval, advertising and distribution. The regulations adopted and
standards imposed by the FDA and similar foreign agencies evolve over time and can require us to make changes
in our manufacturing processes and quality systems to remain in compliance. These agencies periodically inspect
manufacturing and other facilities. If we fail to comply with applicable regulations and standards, we may be
subject to sanctions, including fines and penalties, the recall of products and cessation of manufacturing and/or
distribution.
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In addition, we sell products that are subject to regulation under the Federal Insecticide, Fungicide and
Rodenticide Act and the Toxic Substances Control Act, both of which are administered by the EPA.
We are also subject to regulation by the FTC in connection with the content and truthfulness of our labeling,
advertising, promotion, trade practices and other matters. The FTC has instituted numerous enforcement actions
against companies for failure to adequately substantiate claims made in advertising or for the use of otherwise
false or misleading advertising claims. These enforcement actions have resulted in consent decrees and the
payment of civil penalties and/or restitution by the companies involved. Such actions can result in substantial
financial penalties and significantly restrict the marketing of a dietary supplement.
The CPSC administers the Poison Prevention Packaging Act, and has issued regulations requiring special
child resistant packaging for certain products, including pharmaceuticals, dietary supplements, and dietary
substances, containing certain ingredients (e.g., iron).
Our relationship with certain union employees is regulated by various agencies of the countries, states,
provinces and other localities in which we sell our products.
Medical Device Clearance and Approval
To be commercially distributed in the U.S., a medical device must, unless exempt, receive clearance or
approval from the FDA pursuant to the Federal Food, Drug, and Cosmetic Act (“FDCA”). For lower risk class II
devices, we must generally submit a premarket notification requesting clearance for commercial distribution
known as a “510(k)” clearance. Our condoms, lubricants, contact lens solution, wound wash and home pregnancy
test kits are regulated as class II devices. Some other low risk devices, including SPINBRUSH and other battery
powered toothbrushes, are in class I and are generally exempted from the 510(k) requirement. To obtain 510(k)
clearance, a device must be determined to be substantially equivalent in intended use and in safety and
effectiveness to a benchmark device, or “predicate” that is already legally in commercial distribution. Any
modification to a 510(k) cleared device that could significantly affect its safety or effectiveness, or that would
constitute a change in its intended use, generally requires a new 510(k) clearance. We may determine that a new
510(k) clearance is not required, but if the FDA disagrees, it may retroactively require a 510(k) clearance and
may require us to cease marketing or recall the modified device until 510(k) clearance is obtained.
Medical Device Postmarket Regulation
After a medical device is commercialized, numerous regulatory requirements apply, including:
•
•
•
•
the quality system regulation, which imposes FDA current Good Manufacturing Practice (“cGMP”)
requirements governing the methods used in, and the facilities and controls used for, the design,
manufacture, packaging, servicing, labeling, storage, installation, and distribution of all finished
medical devices intended for human use;
labeling regulations, including a prohibition on product promotion for unapproved or “off label” uses;
the medical device reporting regulation requiring a manufacturer to report to the FDA if its device may
have caused or contributed to a death or serious injury or malfunctioned in a way that would likely
cause or contribute to a death or serious injury if it were to recur; and
the reports of corrections and removals regulation, which requires a manufacturer to report recalls and
field actions to the FDA if initiated to reduce a risk to health posed by the device or to remedy a
violation of the FDCA that may present a risk to health.
OTC Pharmaceutical
We market over-the-counter (“OTC”) pharmaceutical products, such as toothpaste, antiperspirant, and oral
analgesics products, that are also subject to FDA and foreign regulation. Under the U.S. OTC monograph system,
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selected OTC pharmaceutical products are generally recognized as safe and effective and do not require the
submission and approval of a new drug application. The FDA OTC monographs include well-known ingredients
and specify requirements for permitted indications, required warnings and precautions, allowable combinations
of ingredients and dosage levels. Pharmaceutical products marketed under the OTC monograph system must
conform to specific quality, formula and labeling requirements.
All facilities where OTC pharmaceutical products are manufactured, tested, packaged, stored or distributed
must comply with cGMP regulations and/or regulations promulgated by competent authorities in the countries
where the facilities are located. All of our pharmaceutical products are manufactured, tested, packaged, stored
and distributed according to cGMP regulations. The FDA performs periodic audits to ensure that our facilities
remain in compliance with all appropriate regulations. The failure of a facility to be in compliance may lead to a
breach of representations made to customers or to regulatory action against us related to the products made in
that facility, such as seizure, injunction or recall. Serious product quality concerns could also result in
governmental actions against us that, among other things, could result in the suspension of production or
distribution of our products, product seizures, loss of certain licenses or other governmental penalties, and could
have a material adverse effect on our financial condition or operating results. We are required to report serious
adverse events associated with the use of our OTC pharmaceutical products marketed in the U.S.
We cannot predict whether new legislation regulating our activities will be enacted or what effect any
legislation would have on our business.
Food Products
We market baking soda and animal feed products, such as rumen fermentation enhancers and Dietary
Cation-Anion Difference (“DCAD”) balancers that are also subject to FDA and foreign regulation. The Food
Safety Modernization Act (“FSMA”) regulates food and animal feed products and mandates preventive controls,
including hazard analysis, risk controls, supplier qualifications and controls and increased record keeping. FSMA
grants the FDA the authority to require mandatory recalls for products under certain conditions. The FDA is
currently in the process of establishing rules and guidance to implement the provisions of FSMA. The potential
impact of these rules and applicable guidance cannot be determined now.
Dietary Supplements
The processing, formulation, safety, manufacturing, packaging, labeling, advertising, distribution,
importing, selling, and storing of dietary supplements are subject to regulation by one or more federal agencies,
including the FDA, the FTC, the CPSC, the EPA, and by various agencies of the states and localities in which our
products are sold. The FDCA governs the composition, safety, labeling, manufacturing and marketing of dietary
supplements.
Dietary ingredients that were not marketed in the U.S. before October 15, 1994 must be the subject of a new
dietary ingredient notification submitted to the FDA at least 75 days before the initial marketing, unless the
ingredient has been present in the food supply as an article used for food without being chemically altered. The
notification must provide evidence of a history of use or other evidence establishing that use of the dietary
ingredient is reasonably expected to be safe. The FDA may determine that notification does not provide an
adequate basis to conclude that a new ingredient is reasonably expected to be safe, which could effectively
prevent the marketing of the ingredient. On July 5, 2011, the FDA issued draft guidance governing notification of
new dietary ingredients for public comment and not for implementation. The FDA has not taken any further steps
to implement the guidance, which, if implemented, could effectively change the status of dietary ingredients that
the industry has marketed as “old” dietary ingredients to “new” dietary ingredients that may require submission
of a new dietary ingredient notification.
A company that uses a statement of nutritional support in labeling must possess information substantiating
that the statement is truthful and not misleading. If the FDA determines that a particular statement of nutritional
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support is an unacceptable drug claim or an unauthorized version of a health claim, or if the FDA determines that
a particular claim is not adequately supported by existing scientific evidence or is otherwise false or misleading,
the claim could not be used and any product bearing the claim could be subject to regulatory action.
The FDA’s cGMP regulations govern the manufacturing, packaging, labeling and holding operations of
dietary supplement manufacturers. As with OTC products, the FDA performs periodic audits to ensure that our
dietary supplement facilities remain in compliance with all appropriate regulations. The failure of a facility to be
in compliance may lead to a breach of representation made to consumers or to regulatory action against us related
to the products made in that facility, seizure, injunction or recall. There is considerable uncertainty with respect
to the FDA’s interpretation and implementation of the cGMP regulations. The failure of a manufacturing facility
to comply with the cGMP regulations may render products manufactured in that facility adulterated, and subjects
those products and the manufacturer to a variety of potential FDA enforcement actions. The manufacturer,
packer, or distributor of a dietary supplement marketed in the U.S. whose name appears on the label of the
supplement is required to report serious adverse events associated with the use of that supplement to the FDA.
Additional legislation may be introduced which, if passed, would impose substantial new regulatory
requirements on dietary supplements. The effect of additional domestic or international governmental legislation,
regulations, or administrative orders, if and when promulgated, cannot be determined. New legislation or
regulations may require the reformulation of certain products to meet new standards, and require the recall or
discontinuance of certain products not capable of reformulation.
ENVIRONMENTAL MATTERS
Our operations are subject to federal, state, local and foreign laws, rules and regulations relating to
environmental concerns, including air emissions, wastewater discharges, solid and hazardous waste management
activities, and the safety of our employees. We endeavor to take actions necessary to comply with such
regulations. These steps include periodic environmental and health and safety audits of our facilities. The audits,
conducted by independent firms with expertise in environmental, health and safety compliance, include site visits
at each location, as well as, a review of documentary information, to determine compliance with such federal,
state, local and foreign laws, rules and regulations.
EMPLOYEES
At December 31, 2018, we had approximately 4,700 employees. Internationally, we employ union
employees in France, Mexico, Brazil and New Zealand. We believe our relations with both our union and
non-union employees are satisfactory.
PUBLIC INFORMATION
We maintain a website at www.churchdwight.com and on the “Investors-Financial Information-SEC
Filings” page of reports on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable
after we electronically file these materials with, or furnish them to, the Securities and Exchange Commission (the
“Commission”). Also available on the “Investors-Corporate Governance” page on our website are our Corporate
Governance Guidelines, charters for the Audit, Compensation & Organization and Governance & Nominating
Committees of our Board of Directors (the “Board”), our Code of Conduct and our Proxy Statement. We also
publish a Sustainability Report that summarizes our business and corporate responsibility commitments and
accomplishments including those related to our environmental, social, and governance performance. For more
information regarding the Company’s sustainability initiatives please see the “Responsibility” page on our
website. Each of the foregoing is also available in print free of charge and may be obtained upon written request
to: Church & Dwight Co., Inc., 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, attention: Secretary.
The information presented on our website is not a part of this Annual Report and the reference to our website is
intended to be an inactive textual reference only.
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ITEM 1A. RISK FACTORS
The following risks and uncertainties, as well as other factors described elsewhere in this Annual Report or
in our other filings with the Commission, could materially adversely affect our business, results of operations and
financial condition:
• Unfavorable economic conditions could adversely affect demand for our products.
Unfavorable and uncertain economic conditions have adversely affected, and in the future may adversely
affect, demand for some of the categories of products we sell, resulting in reduced sales volume or market share
or a shift in our product mix from higher margin to lower margin products. Factors that can affect demand
include competitors’ products, advertising and pricing actions, rates of unemployment, consumer confidence,
health care costs, including increased costs as a result of changes in federal regulations, significant shifts in
government policies, commodity costs, fuel and other energy costs and other economic factors affecting
consumer spending behavior, including delays in the timing of tax refunds from the federal government, gasoline
and home heating oil pricing, reduced unemployment benefits in periods of high unemployment and changes in
tax policies, or other effects of governmental shutdowns or a lapse of appropriations. While the vast majority of
our products are consumer staples that generally are less vulnerable to decreases in discretionary spending than
other products, certain products have become, and others may become, subject to increasing price competition.
Additionally, some of our products, such as laundry additives, gummy dietary supplements, battery-operated
toothbrushes and water flossers, are more likely to be affected by consumer decisions to control spending.
Some of our customers, including mass merchandisers, supermarkets, drugstores, convenience stores,
wholesale clubs, home stores, and dollar, pet and other specialty stores, have experienced and may experience in the
future declining financial performance, which could affect their ability to pay amounts due to us on a timely basis or
at all. We regularly review the financial strength of our key customers and, where appropriate, modify customer
credit limits, which may have an adverse impact on future sales. Because the same economic conditions that affect
us also affect many of our suppliers, we regularly conduct a similar review of our suppliers to assess both their
financial viability and the importance of their products to our operations. When appropriate, we identify alternate
sources of materials and services. To date, we have not experienced a material adverse impact from economic
conditions affecting our customers or suppliers. However, a protracted economic downturn or recession that
adversely affects our suppliers and customers could adversely affect our sales and results of operations.
• We face intense competition in our markets, and the failure to compete effectively could have a
material adverse effect on our business, financial condition and results of operations.
We face intense competition from consumer products companies, both in the U.S. and in international
markets. Most of our products compete with other widely-advertised promoted and merchandised brands within
each product category and from retailers, including supermarkets, mass merchandisers, wholesale clubs,
drugstores, convenience stores, home stores, dollar and other discount stores, pet and other specialty stores and
websites and other e-commerce channels, which are increasingly offering private label brands and generic
non-branded products of our customers in certain categories, which typically are sold at lower prices.
Our products generally compete on the basis of performance, brand recognition, price, value or other
benefits to consumers. Consumer products are subject to significant price competition. As a result, we may need
to reduce the prices for some of our products, or increase prices by an amount that does not cover manufacturing
cost increases, to respond to competitive and customer pressures and to maintain market share. Any reduction in
prices, or inability to raise prices sufficiently to cover manufacturing cost increases, would harm profit margins.
In addition, if our sales volumes fail to grow sufficiently to offset any reduction in margins, our sales growth and
other results of operations would suffer.
Advertising, promotion, merchandising and packaging also have a significant impact on retail customer
decisions regarding the brands and product lines they sell and on consumer purchasing decisions. A newly
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introduced consumer product (whether improved or newly developed) usually encounters intense competition
requiring substantial expenditures for advertising, sales promotion and trade merchandising. If a product gains
consumer acceptance, it normally requires continued advertising, promotional support and product improvements
to maintain its relative market position. If our advertising, marketing and promotional programs are not effective,
our sales growth may decline.
Many of our competitors are large companies, including The Proctor & Gamble Company, The Clorox
Company, Colgate-Palmolive Company, Henkel, Reckitt Benckiser Group plc, Johnson & Johnson, Nestle
Purina PetCare Company, Ansell Limited, Alere Inc., Pfizer Inc., Bayer AG, S.C. Johnson & Son, Inc.,
Pharmavite LLC and NBTY, Inc. Many of these companies have greater financial resources than we do, and,
therefore, have the capacity to outspend us on advertising and promotional activities and introduce competing
products more quickly and respond more effectively to changing business and economic conditions than we can.
In addition, our competitors may attempt to gain market share by offering products at prices at or below those
typically offered by us. Competitive activity may require us to increase our spending on advertising and
promotions and/or reduce prices, which could lead to reduced profits and adversely affect growth. If we lose
market share or the markets in which we compete do not grow substantially, our sales growth will decline.
In addition, we derive a substantial percentage of our revenues from sales of laundry detergent. The
continued customer demand for these products are critical to our future success. As a result, any
commercialization, delays or reduction of sales of these products could have a material adverse effect on our
business, financial condition and operating results.
There continues to be significant product competition in the gummy dietary supplement category. The
category has grown from eight competitors to 30 in the last five years. We continue to evaluate and vigorously
combat these pressures through, among other things, new product introductions and increased marketing and
trade spending. However, there is no assurance this category will not decline in the future or that we will be able
to offset any such decline.
• Loss of any of our principal customers could significantly decrease our sales and profitability.
A limited number of customers account for a large percentage of our net sales. Walmart is our largest customer,
accounting for approximately 23% of net sales in 2018, 24% of net sales in 2017 and 24% of net sales in 2016. Our top
three customers accounted for approximately 36% of net sales in 2018, 36% of net sales in 2017 and 35% of net sales
in 2016. We expect that a significant portion of our net sales will continue to be derived from a small number of
customers and that these percentages may increase if the growth of mass merchandisers continues. As a result, changes
in the strategies of Walmart or any of our other largest customers, including a reduction in the number of brands they
carry or of shelf space they dedicate to private label products, could materially harm our net sales and profitability. In
addition, certain of our product lines are concentrated with certain customers. Moreover, the use of evolving
technology by our customers to develop more complex pricing models may lead to category pricing pressures. If we
were to lose a significant customer due to customer service levels or real or perceived product quality or appearance
issues, this could also have a material adverse effect on our business, financial condition and results of operations.
Moreover, our business is based primarily upon individual sales orders as we rarely enter into long-term
contracts with our customers and most customer agreements include customer termination rights after short notice.
Accordingly, these customers could reduce their purchasing levels or cease buying products from us at any time and
for any reason. If we lose a significant customer or if sales of our products to a significant customer materially
decrease, it could have a material adverse effect on our business, financial condition and results of operations.
• Changes in the policies of our retailer customers and increasing dependence on key retailer customers
in developed markets may adversely affect our business.
In recent years, retailer consolidation both in the U.S. and internationally has increased. This trend has resulted
in the increased size and influence of large consolidated retail customers, including internet based retailers, who
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may demand lower pricing, special packaging or impose other requirements on us. These business demands may
relate to inventory practices, logistics or other aspects of the customer-supplier relationship. Some of our customers,
particularly our high-volume retail customers, have sought to obtain pricing and other concessions and better trade
terms. To the extent we provide concessions or better trade terms to those customers, our margins are reduced.
Further, if we are unable to effectively respond to the demands of our customers, these customers could reduce their
purchases of our products and increase their purchases of products from competitors, which would harm our sales
and profitability. In addition, reductions in inventory by our customers, including as a result of consolidations in the
retail industry, or these customers managing their working capital requirements, could result in reduced orders for
our products and adversely affect our results of operations for the financial periods affected by such reductions.
Protracted unfavorable market conditions have caused many of our customers to more critically analyze the
number of brands they sell, and reduce or discontinue certain of our product lines, particularly those products that
were not number one or two in their category.
In addition, private label products sold by retail trade chains are typically sold at lower prices than branded
products. As consumers look for opportunities to decrease discretionary spending, our customers have discontinued
or reduced distribution of some of our products to encourage those consumers to purchase the customers’ less
expensive and, in some cases, more profitable private label products (primarily in the dietary supplements, diagnostic
kits and oral analgesics categories). To the extent customers discontinue or reduce distribution of our products or
these products are adversely affected by customers’ actions to increase shelf space for their private label products, we
would seek to improve distribution with other customers. However, if our efforts are not effective, our sales growth
and other results, as well as our market share, could be adversely affected.
• A continued shift in the retail market from food and drug stores to club stores, dollar stores and mass
merchandisers, internet-based retailers and subscription services could cause our sales to decline.
Our performance depends upon the general health of the economy and of the retail environment in particular,
and could be significantly harmed by changes affecting retailing and the financial difficulties of our retailer
customers. Consumer products, such as those marketed by us, are increasingly being sold by club stores, dollar
stores, mass merchandisers and, in particular, internet-based and e-commerce retailers. Sales of our products remain
strongest in the traditional mass merchandiser, food and drug retail stores, and our products are also being sold in
club stores and dollar stores channels. However, alternative retail channels, including e-commerce retailers, hard
discounters, subscription services and buying clubs, have become more prevalent and the volume of consumer
products that are sold through such alternative retail channels is continuing to increase. In addition, the growing
number of sales channels and business models, such as niche brands, internet only brands and discounter channels,
may affect customer and consumer preferences. Our failure to successfully respond could negatively impact our
results. In particular, the growing presence of e-commerce retailers has affected, and may continue to affect,
consumer preferences and market dynamics. Although we have taken steps to improve, and have seen improvement
in, sales to club stores, dollar stores and internet-based retailers, and are engaged in e-commerce with respect to our
TOPPIK, VIVISCAL, FELINE PINE and WATERPIK brands, if the current trend continues and we are not
successful in further improving sales to these or the alternative retail channels noted above, our financial condition
and operating results could suffer. In addition, the growth of the alternative retail channels that are focused on
limiting the number of items they sell and selling predominantly private label products may reduce our ability to
market and sell our products through such retailers. The retail environment is changing with the growth of
alternative retail channels and this could significantly change the way traditional retailers do business. If these
alternative retail channels were to take significant market share away from traditional retailers and/or we are not
successful in these alternative retail channels, our margins and results of operations may be negatively impacted.
• Market category declines and changes to our product and geographic mix may impact the
achievement of our sales growth targets, planned pricing and financial results.
A significant percentage of our revenues come from mature markets that are subject to high levels of
competition. During 2018, approximately 82% of our sales were generated in U.S. markets. U.S. markets for
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consumer products are considered mature and commonly characterized by high household penetration, particularly
with respect to our most significant product categories, such as laundry detergents, deodorizers, household cleaning
products, toothpastes, dietary supplements, antiperspirants and deodorants. Our ability to achieve unit sales growth
in domestic markets will depend on increased use of our products by consumers relative to competitors’ products,
our ability to drive growth through product innovation in existing and new product categories, investment in our
established brands and enhanced merchandising and our ability to capture market share from our competitors. In
addition, we derive a large percentage of our revenues from sales of laundry detergent. Moreover, our ability to
quickly innovate to adapt our products to meet changing consumer demands is essential, especially in light of
e-commerce significantly reducing the barriers for even small competitors to quickly introduce new brands and
products directly to consumers. This risk is further heightened by the continued evolution of consumer needs, habits
and preferences because of shifts in U.S. demographics, reflecting various factors, including cultural and
socioeconomic changes. If we are unable to increase market share in existing product lines, develop product
improvements, undertake sales, marketing and advertising initiatives that expand our product categories and
develop, acquire or successfully launch new products, we may not achieve our sales growth objectives. Even if we
are successful in increasing sales within our product categories, a continuing or accelerating decline in the overall
markets for our products could have a negative impact on our financial results.
•
If new products and product line extensions do not gain widespread customer acceptance or are
otherwise discontinued, or if they cause sales of existing products to decline, our financial
performance could decline.
Our future performance and growth depends on our ability to successfully identify, develop and introduce new
products and product line extensions. We cannot be certain that we will achieve our innovation goals. The
successful development and introduction of new products involves substantial research, development, marketing
and promotional expenditures, which we may be unable to recover if the new products do not gain widespread
market acceptance. New product development and marketing efforts, including efforts to enter markets or product
categories in which we have limited or no prior experience, have inherent risks. These risks include product
development or launch delays, competitor actions, regulatory approval hurdles and the failure of new products and
line extensions to achieve anticipated levels of market acceptance. In addition, if sales generated by new products
result in a concomitant decline in sales of existing products, our financial performance could be harmed.
Each year, we introduce new products, including launches into new “white space” categories, across the
majority of our marketed brands. Historically, new product acceptance has generally been widespread across the
retailer base. There is no assurance, however, that our customers and consumers will continue to purchase these
new products. If new products are not successful in generating sales growth, our financial results could suffer.
From time to time, we have discontinued certain products and product lines, which resulted in returns from
customers, asset write-offs and shutdown costs. We may suffer similar adverse consequences in the future to the
extent we discontinue products that do not meet retailer or consumer expectations or no longer satisfy consumer
demand.
• Cost overruns and delays, regulatory requirements, and miscalculations in capacity needs with
respect to our expansion projects and our manufacturing facilities and those of our contract
manufacturers and other suppliers could adversely affect our business.
From time to time, we initiate planned and unplanned expansion projects with respect to our facilities and
those of our contract manufacturers and other suppliers. As is customary with large construction projects, these
projects are subject to risks of, and we have from time to time experienced, delay or cost overruns resulting from
numerous factors, including the following: shortages of equipment, materials or skilled labor; work stoppages;
unscheduled delays in the delivery of ordered materials and equipment; unanticipated cost increases; difficulties
in obtaining necessary permits or in meeting permit conditions; difficulties in meeting regulatory or quality
requirements or obtaining regulatory approvals; availability of suppliers to certify equipment for existing and
enhanced regulations; design and engineering problems; and failure or delay of third party service providers, civil
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unrest and labor disputes. Significant cost overruns or delays in completing a project, or the miscalculations of
our anticipated capacity needs, including as a result of expansion into new product lines or into new markets,
could have a material adverse effect on our return on investment, results of operations and cash flows. If we were
to experience delays or cost overruns in the future it could result in product allocation and retailer frustration, the
loss of a significant customer or customers, or if sales of any of our products were to materially decrease due to
customer service levels or real or perceived product quality or appearance issues, this could have a material
adverse effect on our business, financial condition and results of operations.
Additionally, the supply of our products depends on the uninterrupted efficient operation of our manufacturing
facilities and those of our contract manufacturers and other suppliers and our ability to meet customer service levels.
Many of our manufacturing processes and those of our contract manufacturers and other suppliers are complex and
present difficult technical challenges to obtain the manufacturing yields necessary to operate profitably. In addition,
our manufacturing processes and those of our contract manufacturers and other suppliers may require complex and
specialized equipment which can be expensive to repair or replace with required lead times of up to a year.
The manufacturing of certain of our products is concentrated in one or more of our plants, contract
manufacturers or other suppliers, with limited alternate facilities. Any event that disrupts or otherwise negatively
impacts manufacturing facilities, manufacturing systems or equipment, or contract manufacturers or other
suppliers, including work stoppages, cyberattacks, acts of war, fire, flooding or other natural disasters, could
delay or suspend shipments of products or the release of new products or could result in the delivery of inferior
products. As a result, our revenues from the affected products would decline and we could incur losses until such
time as we or our contract manufacturers or other suppliers are able to restore production processes or are able to
put in place alternative contract manufacturers or other suppliers.
• Our reliance on a limited number of contract manufacturers and suppliers, including sole source
contract manufacturers and suppliers for certain products, could materially and adversely affect our
operations and financial results.
We rely on a limited number of contract manufacturers and suppliers for certain of our commodities and
raw materials, including sole source suppliers for certain of our raw materials, packaging, product components,
finished products and other necessary supplies. New suppliers must be qualified pursuant to our standards, and
may also have to be qualified under governmental and industry standards and any other standards of our
customers, which can require additional investment and time. We may be unable to qualify any needed new
contract manufacturers or suppliers or maintain supplier arrangements and relationships based on a variety of
factors; we may be unable to contract with suppliers at the quantity, quality and price levels needed for our
business; certain of our suppliers may not meet the standards of our customers or licensors; or certain of our key
contract manufacturers or suppliers may become insolvent or experience other financial distress. If any of these
events occurs and we have failed to identify and qualify an alternative vendor, then we may be unable to meet
our contractual obligations and customer expectations, which could damage our reputation and result in lost
customers and sales, or we may incur higher than expected expenses, either of which could materially and
adversely affect our business, operations and results of operations.
• Volatility and increases in the price of raw and packaging materials or energy costs could erode our
profit margins, which could harm operating results, and efforts to hedge against raw material price
increases may adversely affect our operating results if raw material prices decline.
The principal raw materials and packaging used by us and certain of our suppliers and contract manufacturers
include surfactants (cleaning agents), paper products and resin-based molded components. Volatility and increases
in the price of raw materials, or increases in the costs of energy, shipping and other necessary services, could
significantly affect our profit margins if we are unable to pass along any higher costs in the form of price increases
or otherwise achieve cost efficiencies, such as in manufacturing and distribution. Historically, we have attempted to
14
address such price increases through cost reduction programs and price increases of our products, entering into
pre-buying or locked-in pricing arrangements with certain suppliers and entering into hedge agreements. There is no
assurance, however, that we will be able to fully offset any price increases, especially given the competitive
environment. In addition, volatility in certain commodity markets could significantly affect our production cost and,
therefore, harm our financial condition and operating results.
From time to time, we use hedge agreements to mitigate the volatility of commodities and diesel fuel prices.
The hedge agreements are designed to add stability to product costs, enabling us to make pricing decisions and
lessen the economic impact of abrupt changes in prices over the term of the contract. However, in periods of
declining fuel prices, the hedge agreements can have the effect of locking us in at above-market prices.
• Reduced availability of transportation or disruptions in our transportation network could adversely
affect us.
We distribute our products and receive raw materials and packaging components primarily by truck, rail and
ship and through various ports of entry. Reduced availability of trucking, rail or shipping capacity due to adverse
weather conditions, allocation of assets to other industries or geographies or otherwise, work stoppages, strikes or
shutdowns of ports of entry or such transportation sources, could cause us to incur unanticipated expenses and
impair our ability to distribute our products or receive our raw materials or packaging components in a timely
manner, which could disrupt our operations, strain our customer relationships and competitive position, and
adversely affect our operating profits. In particular, the recent reduced trucking capacity due to a shortage of drivers,
the recent enforcement deadline for a federal regulation requiring drivers to electronically log their driving hours
and adverse weather conditions, among other reasons, caused an increase in the cost of transportation for us and
many other companies.
•
If the reputation of one or more of our leading brands erodes, our financial results could suffer.
Our financial success is directly dependent on the reputation and success of our brands, particularly the
ARM & HAMMER, BATISTE, FIRST RESPONSE, NAIR, ORAJEL, OXICLEAN, TROJAN, L’IL CRITTERS
and VITAFUSION, SPINBRUSH, WATERPIK and XTRA brands. The effectiveness of these brands could
suffer if our marketing plans or product initiatives do not have the desired impact on a brand’s image or its ability
to attract consumers. Further, our results could be adversely affected if one or more of our leading brands suffers
damage to its reputation due to real or perceived, sustainability, quality or safety issues, including as a result of,
among other things, a significant product recall, product-related litigation, defects or impurities in our products,
product misuse, changing consumer perceptions of certain ingredients or environmental impacts (including
packaging, energy and water use and waste management), or allegations of product tampering. In addition, as our
sales on various e-commerce platforms grow, we may be unable to prevent sales of counterfeit, pirated, or stolen
goods, unlawful or unethical sales, or sales in violation of our policies. To the extent any of this occurs, it could
result in customers delisting our products and damage to our reputation and business.
Additionally, claims made in our marketing campaigns may become subject to litigation alleging false
advertising, which, if successful, could cause us to alter our marketing plans and may materially and adversely
affect sales or result in the imposition of significant damages against us, or other customer or consumer
dissatisfaction, especially if such dissatisfaction were to be broadly disseminated, including through the use of
social media.
Widespread use of social media and networking sites by consumers has greatly increased the accessibility and
speed of dissemination of information. Negative or inaccurate posting or comments about us in the media or on any
social networking website, whether accurate or inaccurate, or the disclosure of non-public sensitive information
through social media, could generate adverse publicity that could damage the reputation of our brands. In addition,
given the association of our individual products with us, an issue with one of our products could negatively affect
the reputation of our other products, or us as a whole, thereby potentially adversely impacting our financial results.
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• Product liability claims and withdrawals or recalls could adversely affect our sales and operating
results and the reputation of our brands.
From time to time, we are subject to product liability claims. We may be required to pay for losses or
injuries actually or purportedly caused by our products, including losses or injuries caused by raw materials or
other components provided by third party suppliers that are included in our products. Claims could be based on
allegations that, among other things, our products contain contaminants, are improperly labeled or designed, or
provide inadequate instructions regarding their use or inadequate warnings concerning interactions with other
substances. Whether or not successful, product liability claims could result in negative publicity that could harm
our sales and operating results and the reputation of our brands. In addition, if one of our products is found to be
defective or non-compliant with applicable rules or regulations, we could be required to withdraw or recall it,
which could result in adverse publicity and significant expenses. Although we maintain product liability and
product recall insurance coverage, potential product liability claims and withdrawal and recall costs may exceed
the amount of insurance coverage or may be excluded under the terms of the policy, which could have a material
adverse effect on our business, operating results and financial condition.
• Environmental matters create potential liability risks.
We must comply with various environmental laws and regulations in the jurisdictions in which we operate,
including those relating to the handling and disposal of solid and hazardous wastes and the remediation of
contamination associated with the use and disposal of hazardous substances. A release of such substances due to
accident or an intentional act could result in substantial liability to governmental authorities or to third parties.
We have incurred, and will continue to incur, capital and operating expenditures and other costs in complying
with environmental laws and regulations. It is possible that we could become subject to other environmental
remediation costs and liabilities in the future that could have a material adverse effect on our results of operations
or financial condition.
• We are subject to increasing customer, consumer and investor sensitivity to sustainability issues.
As climate change, ingredients, packaging and other sustainability concerns become more prevalent, federal,
state and local governments and our customers, consumers and investors are increasingly sensitive to these
issues. This increased focus on sustainability may result in new regulations and customer and investor
requirements that could negatively affect us. This could cause us to incur additional direct costs or to make
changes to our operations to comply with any new regulations and customer requirements, or to meet the
demands of our investors. We could also lose revenue if our consumers change brands or our customers divert
business from us because we have not complied with their sustainability requirements. Additionally,
environmentally-conscious investors may choose not to invest in our Common Stock if we do not comply with
their demands for sustainable business practices. These costs, changes, potential loss of revenue and potential
reputational harm could have a material adverse effect on our financial condition, results of operations, liquidity,
cash flows and share price.
• From time to time, we are involved in litigation, arbitration or regulatory matters where the outcome
is uncertain and which could entail significant expense.
We, in the ordinary course of our business are, and from time to time, may become, the subject of, or party
to, various pending or threatened legal actions, government investigations and proceedings, including, without
limitation, those relating to, commercial transactions, product liability, purported consumer class actions,
employment matters, antitrust, environmental, health, safety and other compliance-related matters. Such
proceedings are subject to many uncertainties and the outcome of certain pending or threatened legal actions may
not be reasonably predictable and any related damages may not be estimable. Certain pending or future 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.
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• Current and future laws and regulations in the countries in which we and our suppliers operate could
expose us to increased costs and other adverse consequences.
The manufacturing, processing, formulation (including stability), packaging, labeling, marketing, distribution
and sale of our products are subject to regulation by federal agencies, including the FDA, the FTC, the EPA and the
CPSC. In addition, our and our suppliers’ operations are subject to the oversight of the Occupational Safety and
Health Administration and the National Labor Relations Board. Our activities are also regulated by various agencies
of the states, localities and foreign countries in which our products are sold.
In particular, the FDA regulates the formulation, safety, manufacturing, packaging, labeling and distribution
of condoms, home pregnancy and ovulation test kits, battery operated toothbrushes, over-the-counter
pharmaceuticals and dietary supplements, including vitamins and minerals. The FDA also exercises oversight
over cosmetic products such as depilatories. In addition, under a memorandum of understanding between the
FDA and the FTC, the FTC has jurisdiction with regard to the promotion and advertising of these products, and
the FTC regulates the promotion and advertising of our other products as well. As part of its regulatory authority,
the FDA may periodically conduct inspections of the physical facilities, machinery, processes and procedures
that we and our suppliers use to manufacture regulated products and may identify compliance issues that would
require us and our suppliers to make certain changes in our manufacturing facilities and processes. The failure of
a facility to be in compliance may lead to regulatory action against the products made in that facility, including
seizure, injunction or recall, as well as to possible action against the owner of the facility/manufacturer. We may
be required to make additional expenditures to address these issues or possibly stop selling certain products until
the compliance issue has been remediated. As a result, our business could be adversely affected.
Likewise, any future determination by the FDA or a similar foreign agency, or by us in reviewing our
compliance with applicable rules and regulations, that our products or quality systems do not comply with
applicable regulations could result in future compliance activities, including product withdrawals or recalls,
import detentions, injunctions preventing the shipment of products, or other enforcement actions. For example,
the FDA may determine that a particular claim that we use to support the marketing of a product is not
substantiated, may not accept the evidence of safety for a new product that we may wish to market, may
challenge the safety or effectiveness of existing products based on, among other things, changes in formulations,
inadequate stability or “shelf-life,” consumer complaints, or improper labeling, and may determine that our
dietary supplement business manufacturing, packaging, labeling and holding operations do not comply with
cGMPs. Similarly, we may identify these or other issues in internal compliance reviews of our operations and the
operations and products of vendors and acquired companies. These other issues may include the identification of
contaminants or non-compliant levels of particular ingredients. Any of the foregoing could subject us to adverse
publicity, force us to incur unanticipated costs and have a material adverse effect on our business, financial
condition and results of operations. Additionally, delays in the acceptance, review and approval of products by
the FDA, or other required governmental approvals, may result from government shutdowns due to the failure by
Congress to enact regular appropriations.
From time to time, Congress, the FDA, the FTC, the Commission or other federal, state, local or foreign
legislative and regulatory authorities may impose additional laws or regulations that apply to us, repeal laws or
regulations that we consider favorable, or impose more stringent interpretations of current laws or regulations.
For example, we are subject to regulations regarding the transportation, storage or use of certain chemicals to
protect the environment, as well as the Commission’s rules with respect to “conflict minerals.” Additionally,
recent reform proposals have introduced greater uncertainty with respect to trade policies, tariffs and government
regulations affecting trade between the U.S. and other countries, in addition to the major changes to U.S. tax law
signed into law in 2017. Major developments in trade relations could have a material effect on our balance sheet
and results of operations. We are not able to predict the nature of these changes or of such future laws,
regulations, repeals or interpretations or to predict the effect additional or shifting governmental regulation, when
and if it occurs, would have on our business in the future. Such developments could require reformulation of
certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated,
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additional record-keeping requirements, increased documentation of the properties of certain products, additional
or different labeling, additional scientific substantiation, expanded adverse event reporting or other new
requirements. Any such developments could increase our costs significantly and could have a material adverse
effect on our business, financial condition and results of operations.
In addition, we collect, use and store personal data of our employees, customers and other third parties in
the ordinary course of business, and we are required to comply with increasingly complex and changing data
privacy and security laws and regulations, that apply to the collection, storage, use, transmission and protection
of personal information and other consumer data, including particularly the transfer of personal data between or
among countries. In particular, the European Union (“EU”) has adopted strict data privacy regulations. Following
recent developments such as the passage of the EU’s General Data Protection Regulation ((EU) 2016/679)
(“GDPR”) in May 2018 and the long-awaited Regulation on Privacy and Electronic Communications (the
“ePrivacy Regulation”), which is slated to be finalized in 2019 and will replace the current ePrivacy Directive
(2002/58/EC), data privacy and security compliance in the EU are increasingly complex and challenging. The
GDPR in particular has broad extraterritorial effect and imposes a strict data protection compliance regime with
significant penalties for non-compliance (up to 4% of worldwide annual turnover or €20 million, whichever is
higher). It is also important to note that many countries are following the EU in producing a broad omnibus law
in relation to privacy protection. For instance, Brazil has just published a GDPR-like law. In general, the GDPR
and ePrivacy Regulation, and other local privacy laws, could also require adaptation of our technologies or
practices to satisfy local privacy requirements and standards. We may also face audits or investigations by one or
more domestic or foreign government agencies relating to our compliance with these regulations. An adverse
outcome under any such investigation or audit could subject us to fines, penalties or orders to cease, delay or
modify collection, use or transfers of personal data. We could also face rights requests, complaints, claims,
actions or class actions from those persons whose data we collect, use and store. Any of these events or other
circumstances related to our collection, use and transfer of personal data could also lead to negative media
attention, cause a loss of reputation in the market or otherwise adversely affect our business.
• We are subject to risks related to our international operations that could adversely affect our results
of operations.
Our international operations subject us to risks customarily associated with foreign operations, including:
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currency fluctuations;
import and export license and taxation requirements and restrictions;
trade restrictions, including local investment or exchange control regulations;
changes in tariffs and taxes;
the effect of foreign income taxes, value-added taxes and withholding taxes, including the inability to
recover amounts owed to us by foreign governments, and the determination of the U.S. Internal
Revenue Service (the “I.R.S.”) regarding the applicability of certain regulations, including the Foreign
Account Tax Compliance Act, to our international transactions;
the possibility of expropriation, confiscatory taxation or price controls;
restrictions on or the costs related to repatriating foreign profits back to the U.S.;
political or economic instability, and civil unrest;
disruptions in the global transportation network, such as work stoppages, strikes or shutdowns of ports
of entry or such other transportation sources, or other labor unrest;
compliance with laws and regulations concerning ethical business practices, including without
limitation, the U.S. Foreign Corrupt Practices Act and United Kingdom Bribery Act;
difficulty in enforcing contractual and intellectual property rights;
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regulatory requirements for certain products; and
difficulties in staffing and managing international operations.
In addition, changes as result of the United Kingdom’s decision and subsequent negotiations to exit the EU
could subject us to heightened risks in that region, including disruptions to trade and free movement of goods,
services and people to and from the United Kingdom, increased foreign exchange volatility with respect to the
British pound and additional legal and economic uncertainty. Additional costs have been incurred in 2018
because of measures implemented to address or mitigate risks. There is a risk that the exit will cause an untenable
rise in the cost of doing business in the UK. Moreover, in all foreign jurisdictions in which we operate, we are
subject to laws and regulations that govern foreign investment, foreign trade and currency exchange transactions.
The recent imposition of tariffs on products imported from certain countries has introduced greater uncertainty
with respect to trade policies and government regulations affecting trade between the U.S. and other countries.
Major developments in trade relations, including the imposition of new or increased tariffs by the U.S. and/or
other countries, and any emerging nationalist trends in specific countries could alter the trade environment and
consumer purchasing behavior which, in turn, could have a material effect on our balance sheet and results of
operations. All the foregoing risks could have a significant impact on our ability to commercialize our products
on a competitive basis in international markets and may have a material adverse effect on our results of
operations or financial position.
• Our failure to expand in existing geographic locations or enter new geographic locations could have a
material adverse effect on the growth of our business, sales and results of operations.
Our ability to continue to grow our sales and profits is dependent on expanding in the locations in which we
already do business and entering into new geographic locations, both of which would require significant
resources and investments which would affect our risk profile. The failure to successfully enter into or expand
our business in such locations could materially affect the growth of our business, sales and results of operations.
• We may not be able to continue to identify and complete strategic acquisitions and effectively
integrate acquired companies to achieve desired financial benefits.
We seek to acquire or invest in businesses that offer products, services or technologies that are
complementary. We have made numerous acquisitions in the past 15 years.
We may make additional acquisitions or substantial investments in complementary businesses or products in
the future. Those acquisitions may be significantly larger than the ones completed in the past and may require the
Company to increase its levels of debt, potentially resulting in the Company being assigned a lower credit rating.
However, we may not be able to identify and successfully negotiate suitable strategic acquisitions at attractive
valuations, obtain financing for future acquisitions on satisfactory terms or otherwise complete future acquisitions.
In recent periods, competition from other consumer products companies that are seeking similar opportunities has
been particularly strong, and valuations for potential acquisition assets have been high, which has placed pressure
on our ability to identify, structure and execute transactions. In addition, all acquisitions and investments entail
various risks, including the difficulty of entering new markets or product categories, the challenges of integrating
the operations and personnel of the acquired businesses or products, the potential disruption of our ongoing business
and the ongoing business of the acquired company, the need to review and, if necessary, upgrade processes of the
acquired company to conform to our own processes and applicable legal and regulatory requirements, and,
generally, our potential inability to obtain the desired financial and strategic benefits from the acquisition or
investment. Any of these risks may divert management and other resources, require us to incur unanticipated costs
or delay the anticipated positive impact on our business and results of the acquisition. The risks associated with
assimilation are increased to the extent we acquire businesses that have stand-alone operations that cannot easily be
integrated or operations or sources of supply outside of the U.S. and Canada, for which products are manufactured
locally by third parties. These factors could harm our financial condition and operating results. Larger acquisitions,
such as our acquisition of the Waterpik business in 2017, may require us to significantly increase our levels of debt.
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Acquired companies or operations or newly-created ventures may not be profitable or may not achieve sales
levels and profitability that justify the investments made. In addition, future acquisitions or investments could
result in substantial cash expenditures, the potentially dilutive issuances of new equity by us or the incurrence of
additional debt or contingent liabilities, all of which could adversely affect our results of operations and financial
condition. In addition, any potential acquisitions or investments, whether or not ultimately completed, could
divert the attention of management and resources from other matters that are critical to our operations.
• Our substantial indebtedness and our financial covenants could adversely affect our operations and
financial results and prevent us from fulfilling our obligations, and we may incur substantially more
debt in the future, which could exacerbate these risks.
As of December 31, 2018, we had approximately $2,107 million of total consolidated indebtedness net of
debt issuance costs. This amount of indebtedness could have important consequences, including:
• making it more difficult for us to satisfy our cash obligations;
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limiting our ability to fund potential acquisitions;
requiring us to dedicate a portion of our cash flow from operations to payments on our indebtedness,
which would reduce the availability of cash flow to fund capital expenditures and other general
corporate purposes;
limiting our flexibility in planning for, or reacting to, general adverse economic conditions or changes
in our business and the industry in which we operate;
limiting our ability to repurchase our Common Stock; and
placing us at a competitive disadvantage compared to our competitors that have less debt.
Additionally, our credit facility is subject to certain financial and other customary covenants. In the event of a
breach of those covenants, our lenders under the credit facility may be entitled to accelerate the related debt (and any
lenders in respect of any other debt to which a cross-default provision applies may be entitled to accelerate such other
debt), and we could be required to seek amendments or waivers under the debt instruments or to refinance the debt.
Moreover, we may incur substantial additional indebtedness in the future to fund acquisitions, to repurchase
shares or to fund other activities for general business purposes. For example, we substantially increased our
indebtedness in order to finance the acquisition of the Waterpik business in 2017. If additional new debt is added
to the current debt levels, the related risks that we now face could intensify. A substantial increase in our
indebtedness could also have a negative impact on our credit rating. In this regard, failure to maintain our credit
ratings could adversely affect the interest rate available to us in future financings, as well as our liquidity,
competitive position and access to capital markets. Any decision regarding future borrowings will be based on
the facts and circumstances existing at the time, including market conditions and our credit rating.
• We may not have sufficient cash flow to service our indebtedness or fund capital expenditures.
Our ability to repay and refinance our indebtedness and to fund capital expenditures depends primarily on
our cash flow. Cash flow is often subject to general economic, financial, competitive, legislative, regulatory and
other factors beyond our control, and such factors may limit our ability to repay indebtedness and fund capital
expenditures. A failure to service our indebtedness or obtain additional financing as needed could have a material
adverse effect on our business, operating results and financial condition.
• We rely significantly on information technology. Any inadequacy, interruption, theft or loss of data,
malicious attack, integration failure, failure to maintain the security, confidentiality or privacy of
sensitive data residing on our systems or other security failure of that technology could harm our
ability to effectively operate our business and damage the reputation of our brands.
We rely extensively on information technology systems, some of which are managed by third-party service
providers, to conduct our business. These systems include, but are not limited to, programs and processes relating to
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internal communications and communications with other parties, ordering and managing materials from suppliers,
converting materials to finished products, shipping product to customers, billing customers and receiving and
applying payment, processing transactions, summarizing and reporting results of operations, complying with
regulatory, legal or tax requirements, collecting and storing customer, consumer, employee, investor, and other
stakeholder information and personal data, and other processes necessary to manage our business.
Increased information technology security threats and more sophisticated computer crime, including
ransomware, denial of service and phishing attacks and advanced persistent threats, pose a potential risk to the
security of our information technology systems, networks, and services, and those of our customers and other
business partners, as well as the confidentiality, availability, and integrity of our data, and the data of our
customers and other business partners. As a result, our information technology systems, networks or service
providers could be damaged or cease to function properly or we could suffer a loss or disclosure of business,
personal or stakeholder information, due to any number of causes, including catastrophic events, power outages
and security breaches. Although we have business continuity plans in place and have implemented a breach
response plan to address service interruptions, if these plans do not provide effective alternative processes on a
timely basis, we may suffer interruptions in our ability to manage or conduct our operations which may adversely
affect our business. In addition, if our service providers, suppliers or customers experience a breach or
unauthorized disclosure or system failure, their businesses could be disrupted or otherwise negatively affected,
which may result in a disruption in our supply chain or reduced customer orders or other business operations,
which would adversely affect our business.
Our information technology systems and our third-party providers’ systems, have been, and will likely
continue to be, subject to advanced computer viruses or other malicious codes, ransomware, unauthorized access
attempts, denial of service attacks, phishing, social engineering, hacking and other cyberattacks. Such attacks
may originate from nation states or attempts by outside parties, hackers, criminal organizations or other threat
actors. To date, we have seen no material impact on our business or operations from these attacks; however, we
cannot guarantee that our security efforts will prevent attacks and resulting breaches or breakdowns of our, or our
third-party service providers’ databases or systems. In addition, although we have policies and procedures in
place governing the secure storage of personal information collected by us or our third-party service providers,
data breaches due to human error or intentional or unintentional conduct may occur in the future.
Although we are currently implementing enterprise-wide upgrades to our systems and will continue to
monitor and upgrade systems as appropriate, legacy systems may be vulnerable to increased risk. Additionally, if
a new system does not function properly, it could affect our ability to order supplies, process and deliver
customer orders and process and receive payments for our products. This could adversely impact our results of
operations and cash flows. Moreover, because the techniques, tools and tactics used in cyberattacks frequently
change and may be difficult to detect for periods of time, we may face difficulties in anticipating and
implementing adequate preventative measures or fully mitigating harms after such an attack. As such, we may
need to expend additional resources in the future to continue to protect against or address problems caused by
any business interruptions or data security breaches.
• There can be no guarantee that we will continue to make dividend payments or repurchase our
Common Stock at sustained levels or at all.
Although the Board authorized new share repurchase programs in each of 2016 and 2017 and recently increased
the amount of the quarterly cash dividends payable on our Common Stock, any Board determinations to continue to
repurchase our Common Stock or to continue to pay cash dividends on our Common Stock, in each case at levels
consistent with recent practice or at all, will be based primarily upon our financial condition, results of operations,
business requirements, price of our Common Stock in the case of the repurchase programs, our ability to access debt
capital markets or other sources of financing and the Board’s continuing determination that the repurchase programs
and the declaration of dividends under the dividend policy are in the best interests of our stockholders and are in
compliance with all laws and agreements applicable to the repurchase and dividend programs. In the event we do not
declare a quarterly dividend, or discontinue our share repurchases, our stock price could be adversely affected.
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• Volatility in the financial markets may negatively impact our ability to access the credit markets.
Over the years, the banking system and financial markets have experienced severe disruption, including,
among other things, bank failures and consolidations, severely diminished liquidity and credit availability, rating
downgrades, declines in asset valuations and fluctuations in foreign currency exchange rates. These conditions
present the following risks to us, among others:
We are dependent on the continued viability of the financial institutions that participate in the syndicate that
is generally obligated to fund our $1 billion unsecured revolving credit facility dated March 29, 2018 (as
amended, the “Credit Agreement”). In addition, the Credit Agreement includes a “commitment increase” feature
that enables us to increase the amount of our borrowing under the Credit Agreement, subject to lending
commitments and certain conditions. Any disruption in the credit markets could limit the availability of credit or
the ability or willingness of financial institutions to extend credit, which could adversely affect our liquidity and
capital resources.
Our short- and long-term credit ratings affect our borrowing costs and access to financing. A downgrade in
our credit ratings, as a result of a substantial increase in our indebtedness or otherwise, would increase our
borrowing costs and could affect our ability to issue commercial paper. Disruptions in the commercial paper
market or other effects of volatile economic conditions on the credit market also could raise our borrowing costs
for both short- and long-term debt offerings. Either scenario could adversely affect our liquidity and capital
resources. Failure to maintain our credit ratings could adversely affect the interest rate in future financings,
liquidity, competitive position and access to capital markets.
Although we believe that our operating cash flows, together with our access to the credit markets, provides
us with significant discretionary funding capacity, the inability of one or more institutions to fulfill funding
obligations under the Credit Agreement could have a material adverse effect on our liquidity and operations.
• Our business is exposed to domestic and foreign currency fluctuations that could have a material
adverse effect on our business, financial condition and results of operations.
Approximately 18% of our net sales in 2018 were to customers outside the U.S. We are exposed to foreign
currency exchange rate risk (both transaction and translation) with respect to our sales, profits, assets and
liabilities denominated in currencies other than the U.S. Dollar. Outside of the U.S., sales and costs are
denominated in a variety of currencies, including the Canadian Dollar, Euro, Pound, Brazilian Real, Mexican
Peso and Australian Dollar, among others. A weakening of the currencies in which sales are generated relative to
the currencies in which costs are denominated would decrease operating profits and cash flow. Changes in
currency exchange rates may also affect the relative prices at which we purchase materials and services in
foreign markets. Although we, from time to time, enter into forward exchange contracts to reduce the impact of
foreign exchange rate fluctuations related to anticipated but not yet committed sales or purchases denominated in
the U.S. Dollar, Canadian Dollar, Pound, Euro, Mexican Peso and Australian Dollar, foreign currency
fluctuations could have a material adverse effect on our business, financial condition and results of operations.
• Changes in tax laws and regulations or in our operations may impact our effective tax rate and may
adversely affect our business, financial condition and operating results.
Our future effective tax rate could be affected by changes in tax laws and regulations or their interpretation,
changes in the mix of earnings in countries with differing statutory tax rates, or changes in the valuation of deferred
tax assets and liabilities. The realization of deferred income tax assets is assessed and a valuation allowance is
recorded if it is “more likely than not” that all or a portion of the deferred tax asset will not be realized. If the actual
amount of our future taxable income is less than the amount we are currently projecting with respect to specific tax
jurisdictions, or if there is a change in the time period within which the deferred tax asset becomes deductible, we
could be required to record a valuation allowance against our deferred tax assets. The recording of a valuation
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allowance would result in an increase in our effective tax rate, and would have an adverse effect on our operating
results. In addition, changes in statutory tax rates may change our deferred tax assets or liability balances, which
would have either a favorable or unfavorable impact on our effective tax rate. Major developments in tax policy or
trade relations could have a material adverse effect on our business, results of operations and liquidity.
• Newly enacted laws, such as the Tax Cuts and Jobs Act, or regulations and future changes in the U.S.
taxation of businesses may impact our effective tax rate or may adversely affect our business,
financial condition and operating results.
On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act, which significantly
changed the Code, including a reduction in the statutory corporate income tax rate to 21%, a new limitation on
the deductibility of business interest expense, restrictions on the use of net operating loss carryforwards arising in
taxable years beginning after December 31, 2017 and changes to the taxation of income earned from foreign
sources and foreign subsidiaries (including requiring a one-time transition tax on certain unrepatriated earnings
of foreign subsidiaries). The Tax Cuts and Jobs Act also authorizes the Treasury Department to issue regulations
with respect to the new provisions. We cannot predict how the changes in the Tax Cuts and Jobs Act, regulations,
other guidance issued under it or conforming or non-conforming state tax rules might affect us or our business. In
addition, there can be no assurance that U.S. tax laws, including the corporate income tax rate, would not
undergo significant changes in the near future.
• Resolutions of tax disputes may adversely affect our earnings and cash flow.
Significant judgment is required in determining our effective tax rate and in evaluating our tax positions.
We provide for uncertain tax positions with respect to tax positions that do not meet the recognition thresholds or
measurement standards mandated by applicable accounting guidance. Fluctuations in federal, state, local and
foreign taxes or changes to uncertain tax positions, including related interest and penalties, may impact our
effective tax rate and our financial results. We are regularly under audit by tax authorities, and although we
believe our tax estimates are reasonable, the final outcome of tax audits and related litigation could be materially
different than that reflected in our historical income tax provisions and accruals. In addition, when particular tax
matters arise, a number of years may elapse before such matters are audited and finally resolved. Favorable
resolution of such matters could be recognized as a reduction to our effective tax rate in the year of resolution.
Unfavorable resolution of any tax matter could increase the effective tax rate. Any resolution of a tax issue may
require the use of cash in the year of resolution. Additionally, adverse outcomes from tax audits that we may be
subject to in any of the jurisdictions in which we operate, could result in an unfavorable change in our effective
tax rate, which could adversely affect our business, financial condition and operating results.
• Failure to effectively utilize or successfully assert intellectual property rights, and the loss or
expiration of such rights, could materially adversely affect our competitiveness. Infringement by us of
third-party intellectual property rights could result in costly litigation and/or the modification or
discontinuance of our products.
The market for our products depends to a significant extent upon the value associated with our trademarks
and brand names, including ARM & HAMMER, BATISTE, FIRST RESPONSE, NAIR, ORAJEL, OXICLEAN,
TROJAN, L’IL CRITTERS and VITAFUSION, SPINBRUSH, WATERPIK and XTRA. We own the material
trademarks and brand names used in connection with the marketing and distribution of our major products both
in the U.S. and in other countries. In addition, we hold several valuable patents on our products, which we
believe serve as an effective barrier to entry for new competitors. Accordingly, we rely on trademark, trade
secret, patent and copyright laws to protect our intellectual property rights. Although most of our material
intellectual property is registered in the U.S. and in certain foreign countries in which we operate, we cannot be
sure that our intellectual property rights will be effectively utilized or, if necessary, successfully asserted. There
is a risk that we will not be able to obtain and perfect our own intellectual property rights, or, where appropriate,
license from others intellectual property rights necessary to support new product introductions. We cannot be
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sure that these rights, if obtained, will not be invalidated, circumvented or challenged in the future, and we could
incur significant costs in connection with legal actions relating to such rights. In addition, even if such rights are
obtained in the U.S., the laws of some of the other countries in which our products are or may be sold do not
protect intellectual property rights to the same extent as the laws of the U.S. If other parties infringe our
intellectual property rights, they may dilute the value of our brands in the marketplace, which could diminish the
value that consumers associate with our brands and harm our sales. Our failure to perfect or successfully assert
intellectual property rights could make us less competitive and could have a material adverse effect on our
business, operating results and financial condition. Also, our patents are granted for a term of 20 years from the
date the patent application is filed. We do not consider any single patent to be material to the business as a whole.
In addition, if our products are found to infringe intellectual property rights of others, the owners of those
rights could bring legal actions against us claiming substantial damages for past infringement and seeking to
enjoin manufacturing and marketing of the affected products. If these legal actions are successful, in addition to
any potential liability for damages from past infringement, we could be required to obtain a license in order to
continue to manufacture or market the affected products, potentially adding significant costs. We might not
prevail in any action brought against us or we may be unsuccessful in securing any license for continued use and
therefore have to discontinue the marketing and sale of a product. This could make us less competitive and could
have a material adverse impact on our business, operating results and financial condition.
•
Impairment of our goodwill and other intangible assets may result in a reduction in net income.
We have a material amount of goodwill, trademarks and other intangible assets, as well as other long-lived
assets, which are periodically evaluated for impairment in accordance with current accounting standards.
Declines in our profitability and/or estimated cash flows related to specific intangible assets, as well as potential
changes in market valuations for similar assets and market discount rates, has resulted in impairment charges
from time to time, and may result in future impairment charges, which could reduce our net income and
otherwise have an adverse impact on operating results.
• Our operations and the operations of our third-party manufacturers, suppliers and customers may be
subject to disruption from events beyond our or their control.
Our operations, as well as the operations of our third-party manufacturers, suppliers and customers, may be
subject to disruption from a variety of causes, including material shortages, financial difficulties, work stoppages,
cyberattacks, demonstrations, disease outbreaks or pandemics, acts of war, terrorism, fire, earthquakes, flooding
or other natural disasters, disruptions in logistics, loss or impairment of key manufacturing sites, supplier
capacity constraints, raw material and product quality or safety issues, industrial accidents or other occupational
health and safety issues. Additionally, as certain of our businesses grow at unanticipated levels, we may be
required to add capacity, requiring substantial and unanticipated capital expenditures. If a major disruption were
to occur, it could result in harm to people or the natural environment, delays in shipments of products to
customers or suspension of operations, any of which could have a material adverse effect on our business.
• We may not be able to attract, retain and develop key personnel.
Our future performance depends in significant part upon the continued service of our executive officers and
other key personnel. The loss of the services of one or more executive officers or other key employees could
have a material adverse effect on our business, prospects, financial condition and results of operations. This
effect could be exacerbated if any officers or other key personnel left as a group or at the same time. Our success
also depends, in part, on our continuing ability to attract, retain and develop highly qualified personnel.
Competition for such personnel is intense, and there can be no assurance that we can retain our key employees or
attract, assimilate and retain other highly qualified personnel in the future. Factors that may affect our ability to
attract and retain sufficient numbers of key employees include employee morale, our reputation, competition
from other employers and the availability of qualified personnel in a tightening labor market.
24
• Our amended and restated bylaws designate the state courts of the State of Delaware, or, if no state
court located in the State of Delaware has jurisdiction, the federal court for the District of Delaware,
as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by
our stockholders, which could discourage lawsuits against us and our directors and officers.
Our amended and restated bylaws provide that unless the corporation otherwise determines, the Court of
Chancery of the State of Delaware, or, solely to the extent that the Court of Chancery of the State of Delaware
does not have jurisdiction, a state court of the State of Delaware, or, if no state court located in the State of
Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for
any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary
duty owed by any of our current or former directors, officers or other employees or stockholders to either us or
our stockholders, any action asserting a claim against us or any of our directors or officers arising pursuant to any
provision of the Delaware General Corporation Law (“DGCL”) or our amended and restated certificate of
incorporation or bylaws, or any action asserting a claim against us or any of our directors or officers governed by
the internal affairs doctrine. This exclusive forum provision may limit the ability of our stockholders to bring a
claim in a judicial forum that such stockholders find favorable for disputes with us or our directors or officers,
which may discourage such lawsuits against us and our directors and officers. Alternatively, if a court outside of
Delaware were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more
of the specified types of actions or proceedings described above, we could incur additional costs associated with
resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or
results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 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. 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 and SPD personnel.
In the U.S., we own or lease 12 manufacturing facilities, 11 warehouses and six other offices in 16 different
states. In addition, we own or lease four manufacturing facilities, three warehouses and 10 offices in 8 different
countries outside of the U.S. Many of our domestic and international sites manufacture and distribute products for
multiple segments of our business. Consumer Domestic products are manufactured or distributed by 21 of these
locations, 10 of which we own and 11 of which we lease. Consumer International products are manufactured or
distributed by 33 of these locations, 13 of which we own and 20 of which we lease. SPD products are manufactured
or distributed by 13 of these locations, six of which we own and seven of which we lease. 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. In addition, the facilities possess a capacity sufficient to accommodate our estimated increases
in production requirements over the next several years, based on our current product lines.
ITEM 3. LEGAL PROCEEDINGS
General
The Company, in the ordinary course of our business are the subject of, or party to, various pending or threatened
legal actions, government investigations and proceedings from time to time, including, without limitation, those
relating to commercial transactions, product liability, purported consumer class actions, employment matters, antitrust,
environmental, health, safety and other compliance related matters. Such proceedings are subject to many uncertainties
25
and the outcome of certain pending or threatened legal actions may not be reasonably predictable and any related
damages may not be estimable. Certain legal actions, including the one described below, 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.
Scantibodies Laboratory, Inc.
The Company has been named as a defendant in a breach of contract action filed by Scantibodies Laboratory,
Inc. (the “Plaintiff”) on April 1, 2014, in the U.S. District Court for the Southern District of New York.
The complaint alleges, among other things, that the Company (i) breached two agreements for the manufacture
and supply of pregnancy and ovulation test kits by switching suppliers, (ii) failed to give Plaintiff the proper notice,
(iii) failed to reimburse Plaintiff for costs and expenses under the agreements and (iv) misrepresented its future
requirements. The complaint seeks compensatory and punitive damages in an amount in excess of $20 million, as
well as declaratory relief, statutory prejudgment interest and attorneys’ fees and costs.
The Company is vigorously defending itself in this matter. On September 19, 2018, the court granted the
Company’s motion for summary judgment, dismissing all claims brought by the Plaintiff. The Plaintiff has filed
an appeal.
In connection with this matter, the Company has reserved an amount that is immaterial. However, it is
reasonably possible that the Company may ultimately be required to pay all or substantially all of the damages
and other amounts sought by Plaintiff in the event the summary judgment entered in favor of the Company is
reversed.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
26
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s 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, 2018: 1,900.
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, 2013. 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 CLOROX COMPANY, COLGATE-PALMOLIVE
COMPANY, KIMBERLY-CLARK CORPORATION and P&G.
COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN
Five-Year
Average
Annual
Return
Church & Dwight Co., Inc.
S&P 500 Index
S&P 500 Household Products Index
16.6%
8.5%
5.5%
Dollars
250.00
200.00
150.00
100.00
50.00
0.00
2013
2014
2015
2016
2017
2018
Company / Index
INDEXED RETURNS (Years ending)
2013
2014
2015
2016
2017
2018
Church & Dwight Co., Inc.
. . . . . . . . . . . . . . . . . . . . . .
S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 Household Products Index . . . . . . . . . . . . . . .
100.00
100.00
100.00
121.10
113.68
114.65
132.52
115.24
109.42
140.11
129.02
114.70
161.58
157.17
130.58
215.26
150.27
130.59
27
Share Repurchase Authorization
On November 1, 2017, the Board authorized a new share repurchase program, under which we may
repurchase up to $500.0 million in shares of Common Stock (the “2017 Share Repurchase Program”). The 2017
Share Repurchase Program does not have an expiration and replaced the 2016 Share Repurchase Program. We
also continued our evergreen share repurchase program, authorized by the Board on January 29, 2014, under
which we may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with
issuances of Common Stock under our incentive plans.
In December of 2017, the Company entered into an accelerated share repurchase (“ASR”) contract with a
commercial bank to purchase $200.0 million of our Common Stock. In the first quarter of 2018, the Company
settled the ASR contract and purchased approximately 4.1 million shares of Common Stock for $200.0 million,
of which approximately $110.0 million was purchased under the evergreen share repurchase program and
$90.0 million was purchased under the 2017 Share Repurchase Program. As a result of the Company’s purchases,
there remained $310.0 million of share repurchase availability under the 2017 Share Repurchase Program as of
December 31, 2018.
In connection with the evergreen repurchase program, in January 2019, the Company executed open market
purchases of $100.0 million of Common Stock.
28
ITEM 6. SELECTED FINANCIAL DATA
The following selected historical consolidated financial data should be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited
consolidated financial statements and related notes to those statements included in this Annual Report. The
selected historical consolidated financial data for the periods presented have been derived from our audited
consolidated financial statements.
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
FIVE-YEAR FINANCIAL REVIEW
(Dollars in millions, except per share data and employees)
Operating Results
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development expenses . . . . . . . . . . . . . . . . . . . .
Income from Operations(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
% of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income(2,4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income per Share-Basic(3,4,5) . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Net Income per Share-Diluted(3,4,5)
Financial Position
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Debt as a % of Total Capitalization . . . . . . . . . . . . . . . . .
Other Data
Average Common Shares Outstanding-Basic(5)
. . . . . . . . . . . .
Cash Dividends Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Dividends Paid per Common Share(5)
. . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
Stockholders’ Equity per Common Share(5)
Additions to Property, Plant & Equipment(6)
. . . . . . . . . . . . . .
Depreciation & Amortization . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees at Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018(1)
2017(1)
2016(1)
2015(1)
2014(1)
$4,145.9
$ 483.2
89.7
$
$ 791.7
3,776.2
454.2
70.8
732.7
3,493.1
427.2
63.2
724.2
3,394.8
417.5
64.7
674.2
3,297.6
416.9
59.8
641.2
19.1% 19.4% 20.7% 19.9% 19.4%
$ 568.6
2.32
$
2.27
$
743.4
2.97
2.90
459.0
1.78
1.75
410.4
1.57
1.54
413.9
1.53
1.51
$6,069.2
$2,107.1
$2,453.8
6,014.8
2,374.3
2,218.0
4,354.1
1,120.2
1,977.9
4,256.9
1,050.0
2,023.2
4,359.2
1,086.6
2,101.9
46%
52%
36%
34%
34%
245.5
$ 213.3
$
0.87
$ 10.00
$
60.4
$ 141.1
4,700
250.6
190.4
0.76
8.85
45.0
125.4
4,700
257.6
183.0
0.71
7.68
49.8
107.6
4,500
262.2
175.3
0.67
7.72
61.8
101.0
4,406
270.2
167.5
0.62
7.78
70.5
91.2
4,145
(1) Period to period comparisons of the data presented above are impacted by the effect of acquisitions and
divestitures made by the Company. For further explanation of the impact of the acquisitions occurring in
2018, 2017, and 2016 refer to Note 6 to the consolidated financial statements.
(2) 2017 results reflect additional debt borrowings of $1,425.0 to fund the Waterpik Acquisition with a
corresponding increase in interest expense.
(3) 2017 results include a $39.2 pre-tax charge or $0.12 per share to settle an international defined benefit
pension plan. 2015 results include an $8.9 pre-tax charge or $0.03 per share to settle an international defined
benefit pension plan.
(4) 2018 results reflect a lower tax rate due to the 2017 Tax Cuts and Jobs Act. 2017 results include a tax
benefit of $272.9 or $1.06 per share due to the enactment of the Tax Cuts and Jobs Act and a tax benefit of
$7.6 or $0.03 due to the reversal of a valuation allowance related to the Natronx impairment charge recorded
in 2015. 2015 results include a $17.0 or $0.06 per share impairment charge to write-off the remaining
investment in Natronx Technologies LLC (“Natronx”).
(5) On August 4, 2016, we announced a two-for-one stock split of our common stock. Share and per share
information has been retroactively adjusted to reflect the stock split which was effected on September 1,
2016.
(6) 2015 and 2014 results include approximately $18.1 and $34.0, respectively, for expenditures for the gummy
dietary supplement product line expansion at the York facilities.
29
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
ITEM 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 the Company’s consolidated financial statements.
OVERVIEW
Our Business
We develop, manufacture and market a broad range of consumer household and personal care and specialty
products focused on animal productivity, chemicals and cleaners. We focus our consumer products marketing
efforts principally on our 11 “power brands.” These well-recognized brand names include ARM & HAMMER,
used in multiple product categories such as baking soda, cat litter, carpet deodorization and laundry detergent;
TROJAN condoms, lubricants and vibrators; OXICLEAN stain removers, cleaning solutions, laundry detergent
and bleach alternatives; SPINBRUSH battery-operated and manual toothbrushes; FIRST RESPONSE home
pregnancy and ovulation test kits; NAIR depilatories; ORAJEL oral analgesic; XTRA laundry detergent; L’IL
CRITTERS and VITAFUSION gummy dietary supplements, BATISTE dry shampoos and WATERPIK water
flossers and replacement showerheads.
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 operate our business in three segments: Consumer Domestic, Consumer International and SPD. The
segments are based on differences in the nature of products and organizational and ownership structures. In 2018,
the Consumer Domestic, Consumer International and SPD segments represented approximately 76%, 17% and
7%, respectively, of our consolidated net sales.
2018 Financial Highlights
Key fiscal year 2018 financial results include:
•
2018 net sales grew 9.8% over fiscal year 2017, with gains in all three segments, primarily due to
volume growth in Consumer Domestic and Consumer International, helped in part by the August 2017
acquisition of Waterpik and partially offset by volume declines in Specialty Products.
• Gross margin decreased 140 basis points to 44.4% in fiscal year 2018 from 45.8% in fiscal year 2017,
primarily due to higher commodity, transportation and manufacturing costs.
• Operating margin decreased 30 basis points to 19.1% in fiscal year 2018 from 19.4% in fiscal year
2017, reflecting lower gross margin, partially offset by lower selling, general and administrative
expenses and lower marketing costs.
• We reported diluted net earnings per share in fiscal year 2018 of $2.27, a decrease of approximately
21.7% from fiscal year 2017 diluted net earnings per share of $2.90. The prior year includes a one-time
favorable adjustment of $1.06 associated with the Tax Cuts and Jobs Act.
• Cash provided by operations was $763.6, an $82.1 increase from the prior year, due to higher cash
earnings and lower working capital.
• We returned $413.3 to our stockholders through dividends and share repurchases.
30
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Strategic Goals, Challenges and Initiatives
Our ability to generate sales depends on consumer demand for our products and retail customers’ decisions
to carry our products, which are, in part, affected by general economic conditions in our markets. Although our
consumer products generally are consumer staples and less vulnerable to decreases in discretionary spending than
other products, in 2018, many of the product categories in which we operate continued to experience pricing
pressures, and weak or inconsistent consumer demand. Some customers have responded to economic conditions
by increasing their private label offerings (primarily in the dietary supplements, diagnostic kits and oral
analgesics categories), and consolidating the product selections they offer to the top few leading brands in each
category. In addition, an increasing portion of our product categories is being sold by club stores, dollar stores,
mass merchandisers and internet-based retailers. These factors have placed downward pressure on our sales and
gross margins.
We expect a competitive marketplace in 2019 due to new product introductions by competitors and
continuing competitive pricing pressures. In this environment, we intend to continue to aggressively pursue
several key strategic initiatives: maintain competitive marketing and trade spending, tightly control our cost
structure, continue to develop and launch new and differentiated products, and pursue strategic acquisitions. We
also intend to continue to grow our product sales globally and maintain an offering of premium and value brand
products to appeal to a wide range of consumers.
We derive a substantial percentage of our revenues from sales of laundry detergent. The continued customer
demand for these products are critical to our future success. As a result, any commercialization, delays or
reduction of sales of these products, in the event that our diversification efforts discussed below are not
successful, could have a material adverse effect on our business, financial condition and operating results. In
addition, there continues to be significant product competition in the gummy vitamin category. The category has
grown from eight competitors to 30 in the last five years. We continue to evaluate and vigorously combat these
pressures through, among other things, new product introductions and increased marketing and trade spending.
However, there is no assurance that the category will not decline in the future and that we will be able to offset
any such decline.
We are continuously focused on strengthening our key brands, such as ARM & HAMMER, OXICLEAN,
TROJAN, L’IL CRITTERS and VITAFUSION, BATISTE and WATERPIK, through the launch of innovative new
products, which span various product categories, including premium and value household products supported by
increased marketing and trade spending. There can be no assurance that these measures will be successful.
In the domestic business, seven out of 11 “power brands” met or exceeded category growth for the full year
2018. Our global product portfolio consists of both premium (65% of total worldwide consumer revenue in 2018)
and value (35% of total worldwide consumer revenue in 2018) 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.
Over the past two decades, we have diversified from an almost exclusively U.S. business to a global
company with approximately 18% of sales derived from foreign countries in 2018. We have operations in seven
countries (Canada, Mexico, U.K., France, Germany, Australia, and Brazil) and export to over 130 other
countries. In 2018, we benefited from our expanded global footprint and expect to continue to focus on
selectively expanding our global business. If we are unable to expand our business internationally at the rate that
we expect, we may not realize the operational benefits that we anticipate.
Although we believe ongoing international expansion represents a significant opportunity to grow our
business, our increasing activity in global markets exposes us to additional complexity and uncertainty. Net sales
31
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
generated outside of the U.S. are exposed to foreign currency exchange rate fluctuations as well as political
uncertainty which could impact future operating results. Moreover, the current domestic and international political
environment, including existing and potential changes to U.S. policies related to global trade and tariffs, have
resulted in uncertainty regarding the global economy. The impact of U.S. tariffs, primarily on WATERPIK
products, was a component of increased cost of sale during the year ended December 31, 2018. The implementation
of more restrictive trade policies, such as higher tariffs or new barriers to entry, in countries in which we
manufacture or sell large quantities of products and services could negatively impact our business, results of
operations and financial condition.
We also continue to focus on controlling our costs. Historically, we have been able to mitigate the effects of
cost increases primarily by implementing cost reduction programs and, to a lesser extent, by passing along some
of these cost increases to customers. We have also entered into set pricing and pre-buying arrangements with
certain suppliers and hedge agreements for diesel fuel. To combat higher input costs and tariffs, in 2018, we
announced price increases on approximately 30% of our portfolio. Should additional price increases be
warranted, we cannot be certain they will be accepted by our customers. Additionally, maintaining tight controls
on overhead costs has been a hallmark of ours and has enabled us to effectively navigate recent challenging
economic conditions.
The identification and integration of strategic acquisitions are an important component of our overall
strategy and product category diversification. Acquisitions have added significantly to our sales and profits and
product category diversification over the last decade. This is recently evidenced by our 2015 acquisition of
certain assets of Varied Industries Corporation (the “VI-COR Acquisition”), 2016 acquisitions of Spencer
Forrest, Inc., the maker of TOPPIK (the “TOPPIK Acquisition”), and the ANUSOL and RECTINOL businesses
from Johnson & Johnson (the “ANUSOL Acquisition”) and 2017 acquisitions of VIVISCAL from Lifes2Good
Holdings Limited (the “Viviscal Acquisition”), Agro BioSciences, Inc. (the “Agro Acquisition”), WATERPIK
from Pik Holdings, Inc. (the “Waterpik Acquisition”), and 2018 acquisition of Passport Food Safety Solutions,
Inc. (the “Passport Acquisition”). However, the failure to effectively integrate any acquisition or achieve
expected synergies may cause us to incur material asset write-downs. We actively seek acquisitions that fit our
guidelines, and our strong financial position provides us with flexibility to take advantage of acquisition
opportunities. In addition, our ability to quickly integrate acquisitions and leverage existing infrastructure has
enabled us to establish a strong track record in making accretive acquisitions. Since 2001, we have acquired 10 of
our 11 “power brands”.
We believe we are positioned to meet the ongoing challenges described above due to our strong financial
condition, experience operating in challenging environments and continued focus on key strategic initiatives:
maintaining competitive marketing and trade spending, managing our cost structure, continuing to develop and
launch new and differentiated products, and pursuing strategic acquisitions. This focus, together with the strength
of our portfolio of premium and value brands, has enabled us to succeed in a range of economic environments,
and is expected to position us to continue to increase stockholder value over the long-term. Moreover, the
generation of a significant amount of cash from operations, as a result of net income and effective working
capital management, combined with an investment grade credit rating provides us with the financial flexibility to
pursue acquisitions, drive new product development, make capital expenditures to support organic growth and
gross margin improvements, return cash to stockholders through dividends and share buy backs, and reduce
outstanding debt, positioning us to continue to create stockholder value.
For information regarding risks and uncertainties that could materially adversely affect our business, results
of operations and financial condition, see “Risk Factors” in Item 1A of this Annual Report.
32
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Recent Developments
Accelerated Share Repurchase Program
In December of 2017, we entered into an accelerated share repurchase (“ASR”) contract with a commercial
bank to purchase $200.0 of our Common Stock. In the first quarter of 2018, we settled the ASR contract and
purchased approximately 4.1 million shares of Common Stock for $200.0, of which approximately $110.0 was
purchased under the evergreen share repurchase program and $90.0 was purchased under the 2017 Share
Repurchase Program. As a result of our purchases, there remained $310.0 of share repurchase availability under
the 2017 Share Repurchase Program as of December 31, 2018.
In connection with the evergreen repurchase program, in January 2019, we executed open market purchases
of $100.0 of our Common Stock.
Passport Acquisition
On March 8, 2018, we purchased Passport Food Safety Solutions, Inc. (“Passport”). Passport sells products
for pre-and post-harvest treatment of poultry, swine, and beef. The total purchase price was approximately $50.0,
which is subject to an additional payment of up to $25.0 based on sales performance through 2020. Passport’s
annual sales were approximately $21.0 in 2017. The Passport Acquisition was funded with short-term
borrowings and is managed in the SPD segment.
Dividend Increase
On February 5, 2019, the Board declared a 5% increase in the regular quarterly dividend from $0.2175 to
$0.2275 per share, equivalent to an annual dividend of $0.91 per share payable to stockholders of record as of
February 15, 2019. The increase raises the annual dividend payout from $213.3 to approximately $222.0.
On February 5, 2018, the Board of Directors declared a 14% increase in the regular quarterly dividend from
$0.19 to $0.2175 per share, equivalent to an annual dividend of $0.87 per share payable to stockholders of record
as of February 15, 2018. The increase raised the annual dividend payout from approximately $190 to $213.3.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our Consolidated Financial Statements have been prepared in accordance with accounting principles
generally accepted in the U.S. (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.
They are based on our historical experience, our observation of trends in industry, information provided by our
customers and information available from other outside sources, as appropriate. Our significant accounting
policies and estimates are described below.
Revenue Recognition and Promotional and Sales Return Reserves
Virtually all of our revenue represents sales of finished goods inventory and is recognized when received or
picked up by our customers. The reserves for consumer and trade promotion liabilities and sales returns are
established based on our best estimate of the amounts necessary to settle future and existing claims on products
sold as of the balance sheet date. Promotional reserves are provided for sales incentives, such as coupons to
consumers, and sales incentives provided to customers (such as slotting, cooperative advertising, incentive
discounts based on volume of sales and other arrangements made directly with customers). All such costs are
33
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
netted against sales. Slotting costs are recorded when the product is delivered to the customer. Cooperative
advertising costs are recorded when the customer places the advertisement for our products. Discounts relating to
price reduction arrangements and coupons are recorded when the related sale takes place. Costs associated with
end-aisle or other in-store displays are recorded when product that is subject to the promotion is sold. We rely on
historical experience and forecasted data to determine the required reserves. For example, we use historical
experience to project coupon redemption rates to determine reserve requirements. 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 $3.1 in the reserve required for coupons would result. 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
$6.4. While management believes that its promotional and sales returns reserves are reasonable and that
appropriate judgments have been made, estimated amounts could differ materially from actual future obligations.
Reserve adjustments made in 2018, 2017 and 2016 are immaterial relative to the amount of trade promotion
expense incurred annually by us.
Impairment of goodwill, trade names and other intangible assets
Carrying values of goodwill and indefinite-lived tradenames are reviewed periodically for possible
impairment. Finite intangible assets are assessed when there are business triggering events. Our impairment
analysis is based on a discounted cash flow approach that requires significant judgment with respect to unit
volume, revenue and expense growth rates, and the selection of an appropriate discount rate. Management uses
estimates based on expected trends in making these assumptions. 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. For trade names and other intangible assets, an impairment charge is recorded for the difference
between the carrying value and the net present value of estimated future cash flows, which represents the
estimated fair value of the asset. Judgment is required in assessing whether assets may have become impaired
between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological
change, distribution losses, or competitive activities and acts by governments and courts may indicate that an
asset has become impaired. The result of our annual goodwill impairment test determined that the estimated fair
value substantially exceeded the carrying values of all reporting units. In addition, there were no goodwill
impairment charges for each of the years in the three-year period ended December 31, 2018.
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. We determined that the fair value of all
other intangible assets for each of the years in the three-year period ended December 31, 2018 exceeded their
respective carrying values based upon the forecasted cash flows and profitability. In 2017 there was a personal
care trade name that, based on recent performance, had experienced sales and profit declines that had eroded a
significant portion of the excess between fair and carrying value, which could potentially result in an impairment
of the asset. In 2017, this excess had been reduced due in large part to an increased competitive market
environment therefore resulting in reduced cash flow projections. The performance of the tradename improved in
2018, thereby increasing the excess between fair value and carrying value. This indefinite-lived intangible asset
could still be susceptible to impairment risk. While management can and has implemented strategies to address
the risk, significant changes in operating plans or adverse changes in the future could reduce the underlying cash
flows used to estimate fair values and could result in a decline in fair value that could trigger future impairment
charges of this asset.
34
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
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 2018 or 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. A future impairment charge for goodwill or intangible assets could have a
material effect on our consolidated financial position or results of operations.
Income Taxes
Income taxes are accounted for under the asset and liability method. 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. We record liabilities for potential assessments in various tax jurisdictions under U.S. GAAP guidelines.
The liabilities relate to tax return positions that, although supportable by us, may be challenged by the tax
authorities and do not meet the minimum recognition threshold required under applicable accounting guidance for
the related tax benefit to be recognized in the income statement. We adjust this liability as a result of changes in tax
legislation, interpretations of laws by courts, rulings by tax authorities, changes in estimates and the expiration of
the statute of limitations. Many of the judgments involved in adjusting the liability involve assumptions and
estimates that are highly uncertain and subject to change. In this regard, settlement of any issue, or an adverse
determination in litigation, with a taxing authority could require the use of cash and result in an increase in our
annual tax rate. Conversely, favorable resolution of an issue with a taxing authority would be recognized as a
reduction to our annual tax rate.
New Accounting Pronouncements
Refer to Note 1 to the Consolidated Financial Statements for recently adopted accounting pronouncements
and recently issued accounting pronouncements not yet adopted as of December 31, 2018.
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
The discussion of results of operations at the consolidated level presented below is followed by a more
detailed discussion of results of operations by segment. The discussion of our consolidated results of operations
and segment operating results is presented on a historical basis for the years ended December 31, 2018, 2017, and
2016. The segment discussion also addresses certain product line information. Our operating units are consistent
with our reportable segments.
35
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Consolidated results
2018 compared to 2017
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent of Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, General & Administrative Expenses . . . . . . . . . . . .
Percent of Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share—Diluted . . . . . . . . . . . . . . . . . . . . . . . .
Net Sales
Twelve Months
Ended
December 31,
2018
$4,145.9
$1,840.8
Change vs.
Prior Year
9.8%
6.4%
44.4% -140 basis points
$ 483.2
6.4%
11.7% -30 basis points
$ 565.9
4.3%
13.6% -80 basis points
$ 791.7
8.1%
19.1% -30 basis points
2.27
-21.7%
$
Twelve Months
Ended
December 31,
2017
$3,776.2
$1,729.6
45.8%
$ 454.2
12.0%
$ 542.7
14.4%
$ 732.7
19.4%
2.90
$
Net sales for the year ended December 31, 2018 were $4,145.9, an increase of $369.7, or 9.8% compared to
2017 net sales. The components of the net sales increase are as follows:
Net Sales—Consolidated
Product volumes sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing/Product mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange rate fluctuations / Other
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volume from acquired product lines (net of divestiture)(1)
Net Sales increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2018
3.7%
0.6%
0.1%
5.4%
9.8%
(1) On March 8, 2018, we completed the Passport Acquisition. On January 17, 2017, we completed the Viviscal
Acquisition. On May 1, 2017, we completed the Agro Acquisition. On August 7, 2017, we completed the
Waterpik Acquisition. Net sales of these acquisitions are included in our results since the dates of
acquisition. In March 2017, we sold our chemical business in Brazil.
The volume change primarily reflects increased product sales in both the Consumer Domestic and
Consumer International segments, with volume declines in Specialty Products. All three segments experienced
favorable price/product mix.
Our gross profit for 2018 was $1,840.8, a $111.2 increase compared to 2017. Gross margin was 44.4% in
2018 compared to 45.8% in 2017, a 140 basis points (“bps”) decrease. The decrease is due to the impact of
higher commodity costs and transportation costs of 170 bps and higher manufacturing costs of 80 bps, partially
offset by productivity programs of 80 bps, favorable volume price/product mix of 20 bps, and the impact of
favorable foreign exchange rates of 10 bps.
Operating Costs
Marketing expenses for 2018 were $483.2, an increase of $29.0 compared to 2017. Acquired businesses
contributed modestly to the increase. Marketing expenses as a percentage of net sales decreased 30 bps to 11.7% in
2018 as compared to 2017 due to 100 bps of leverage on higher net sales partially offset by 70 bps on higher expenses.
36
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Selling, general and administrative expenses (“SG&A”) expenses for 2018 were $565.9, an increase of
$23.2 or 4.3% compared to 2017. The prior year includes the $39.2 international pension settlement charge. The
increase is primarily due to transition and ongoing acquisition-related costs, higher compensation, information
system (in part in support of new technologies and security upgrades) and R&D costs. SG&A as a percentage of
net sales decreased 80 bps to 13.6% in 2018 compared to 14.4% in 2017. The decrease is due to 130 bps of
leverage associated with higher sales, partially offset by higher costs of 50 bps. The comparison is helped by
approximately 100 bps associated with the 2017 pension settlement charge.
Other Income and Expenses
Equity in earnings of affiliates decreased by $1.6 in 2018 as compared to 2017. The decrease in earnings
during 2018 was due primarily to lower DCAD sales.
Other expense increased by $3.6 in 2018 as compared to 2017 primarily due to the effect of changes in
foreign exchange rates.
Interest expense in 2018 was $79.4, an increase of $26.8 compared to 2017 primarily due to a higher amount
of average debt outstanding associated with the $1,425.0 aggregate principal amount of Senior Notes issued on
July 25, 2017.
Taxation
The 2018 tax rate was 21.0% compared to -7.3% in 2017. The 2017 tax rate was positively impacted by
39.4% as a result of the Tax Act, which lowered the U.S. corporate income tax rate to 21% starting in 2018 and
resulted in a negative tax rate for 2017.
2017 compared to 2016
Net Sales
Net sales for the year ended December 31, 2017 were $3,776.2, an increase of $283.1, or 8.1% compared to
2016 net sales. The components of the net sales increase are as follows:
Net Sales—Consolidated
Product volumes sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing/Product mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volume from acquired product lines(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Sales increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2017
5.0%
(2.3%)
5.4%
8.1%
(1) On January 17, 2017, we completed the Viviscal Acquisition, on May 1, 2017, we completed the Agro
Acquisition and on August 7, 2017, we completed the Waterpik Acquisition. Net sales of these acquisitions
are included in our results since the dates of acquisition. In March 2017, we sold our chemical business in
Brazil.
All three segments reported volume increases. Both Consumer Domestic and Consumer International
experienced unfavorable price/product mix.
Our gross profit for 2017 was $1,729.6, a $139.0 increase compared to 2016. Gross margin was 45.8% in
2017 compared to 45.5% in 2016, a 30 bps increase. The increase was due to the impact of higher margins on
37
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
acquired businesses representing 80 bps, favorable volume of 70 bps, and lower manufacturing costs of 40 bps,
partially offset by unfavorable price/product mix of 140 bps (primarily due to higher promotion and coupon
costs), higher commodity costs of 30 bps, and the impact of unfavorable foreign exchange rates of 10 bps. Gross
margin in 2016 included a plant impairment charge of 20 bps at an international subsidiary.
Operating Costs
Marketing expenses for 2017 were $454.2, an increase of $27.0 compared to 2016. Acquired businesses
contributed modestly to the increase. Marketing expenses as a percentage of net sales decreased 20 bps to 12.0%
in 2017 as compared to 2016 due to 90 bps of leverage on higher net sales partially offset by 70 bps on higher
expenses.
SG&A expenses for 2017 were $542.7, an increase of $103.5 or 23.6% compared to 2016. The increase was
primarily due to the $39.2 international pension settlement charge, transition and ongoing acquisition-related
costs, higher information system and legal costs and costs associated with selling the chemical business in Brazil.
SG&A as a percentage of net sales increased 180 bps to 14.4% in 2017 compared to 12.6% in 2016. The increase
was due to higher costs of 280 bps, partially offset by 100 bps of leverage associated with higher sales. The
pension charge contributed 110 bps to the increase.
Other Income and Expenses
Equity in earnings of affiliates increased by $1.6 in 2017 as compared to 2016. The increase in earnings
during 2017 was due primarily to profit improvement from Armand Products due to lower raw material costs.
Interest expense in 2017 was $52.6, an increase of $24.9 compared to 2016 due to a higher amount of
average debt outstanding associated with the $1,425.0 aggregate principal amount of Senior Notes issued on
July 25, 2017.
Taxation
The 2017 tax rate was -7.3% compared to 35.0% in 2016. The 2017 tax rate was positively impacted by
39.4% as a result of the Tax Act and 2.2% related to the adoption of the new accounting standard which modifies
how companies account for certain aspects of share-based payment awards to employees. Previously, this tax
benefit related to the adoption of the new accounting standard was accounted for in our Stockholders’ Equity
section of the Balance Sheet. Starting in 2017, the tax benefit has been accounted for as a reduction of income tax
expense.
Segment results for 2018, 2017 and 2016
We operate three reportable segments: Consumer Domestic, Consumer International and SPD. These
segments are determined based on differences in the nature of products and organizational and ownership
structures. We also have a Corporate segment.
Segment
Products
Consumer Domestic
Household and personal care products
Consumer International
Primarily personal care products
SPD
Specialty chemical products
38
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
The Corporate segment income consists of equity in earnings of affiliates. As of December 31, 2018, we
held 50% ownership interests in each of Armand and ArmaKleen, respectively. Our equity in earnings of
Armand and ArmaKleen for the year ended December 31, 2018, 2017 and 2016 are included in the Corporate
segment.
Some of the subsidiaries that are included in the Consumer International segment manufacture and sell
personal care products to the Consumer Domestic segment. These sales are eliminated from the Consumer
International segment results set forth below.
Segment net sales and income before income taxes for each of the three years ended December 31, 2018,
2017 and 2016 were as follows:
Consumer
Domestic
Consumer
International
SPD
Corporate(3)
Total
Net Sales(1)
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before Income Taxes(2)
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,129.9
2,854.9
2,677.8
$ 577.2
606.4
590.6
$709.5
621.1
525.2
$ 81.5
32.0
66.3
$306.5
300.2
290.1
$ 51.6
43.5
39.8
$ 0.0
0.0
0.0
$ 9.2
10.8
9.2
$4,145.9
3,776.2
3,493.1
$ 719.5
692.7
705.9
(1)
(2)
Intersegment sales from Consumer International to Consumer Domestic, which are not reflected in the table,
were $5.7, $4.5 and $3.4 for the years ended December 31, 2018, 2017 and 2016, respectively.
In determining Income before Income Taxes, interest expense, investment earnings and certain aspects of
other income and expense were allocated among segments based upon each segment’s relative Income from
Operations.
(3) Corporate segment consists of equity in earnings of affiliates from Armand and ArmaKleen in 2018, 2017
and 2016.
Product line revenues for external customers for the years ended December 31, 2018, 2017 and 2016 were
as follows:
Household Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Personal Care Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,725.5
1,404.4
$1,640.0
1,214.9
$1,593.4
1,084.4
Total Consumer Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Consumer International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total SPD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,129.9
709.5
306.5
2,854.9
621.1
300.2
2,677.8
525.2
290.1
Total Consolidated Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$4,145.9
$3,776.2
$3,493.1
2018
2017
2016
Household Products include deodorizing, cleaning and laundry products. Personal Care Products include
condoms, pregnancy kits, oral care products, skin care products, hair care products and gummy dietary
supplements.
39
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Consumer Domestic
2018 compared to 2017
Consumer Domestic net sales in 2018 were $3,129.9, an increase of $275.0 or 9.6% compared to net sales of
$2,854.9 in 2017. The components of the net sales change are the following:
Net Sales—Consumer Domestic
Product volumes sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing/Product mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volume from acquired product lines(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Sales increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2018
4.0%
0.3%
5.3%
9.6%
(1)
Includes net sales of the brands acquired in the Viviscal Acquisition and the Waterpik Acquisition since the
date of acquisition.
The increase in net sales for 2018 reflects the impact of acquisitions and higher sales of ARM & HAMMER
liquid and unit dose detergents, ARM & HAMMER cat litter, BATISTE dry shampoo, OXICLEAN stain fighters
and gummy vitamins, partially offset by lower sales of KABOOM cleaning products.
There continues to be significant product competition in the gummy vitamin category. The category has
grown from eight competitors to 30 in the last five years. We continue to evaluate and vigorously combat these
pressures through, among other things, new product introductions and increased marketing and trade spending.
However, there is no assurance this category will not decline in the future and that we will be able to offset any
such decline.
Consumer Domestic income before income taxes for 2018 was $577.2, a $29.2 decrease as compared to
2017. The decrease is due primarily to the impact of higher SG&A costs of $56.1, unfavorable commodity and
manufacturing costs of $49.6, higher interest and other expenses of $22.5, higher marketing expenses of $19.3
and unfavorable price/product mix of $11.8, partially offset by higher sales volumes of $130.3.
2017 compared to 2016
Consumer Domestic net sales in 2017 were $2,854.9, an increase of $177.1 or 6.6% compared to net sales of
$2,677.8 in 2016. The components of the net sales change are the following:
Net Sales—Consumer Domestic
Product volumes sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing/Product mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volume from acquired product lines(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Sales increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2017
4.6%
(3.2%)
5.2%
6.6%
(1)
Includes net sales of the brands acquired in the Viviscal Acquisition and the Waterpik Acquisition since the
dates of acquisition.
The increase in net sales for 2017, reflects the impact of acquisitions, higher sales of ARM & HAMMER
liquid and unit dose detergents, BATISTE dry shampoo, OXICLEAN stain fighters and ARM & HAMMER cat
litter, partially offset by lower sales of TROJAN condoms, XTRA laundry detergent and gummy vitamins.
40
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
There was significant product and price competition in the premium and deep value laundry detergent
categories and more recently, product competition in the gummy vitamin category. For example, in the laundry
detergent category, P&G and Henkel, the two largest laundry detergent companies in the U.S., were engaged in
aggressive pricing promotions, and retailers were de-emphasizing the deep value tier of laundry detergents,
which is where XTRA competes. In addition, the gummy vitamin category has grown from eight competitors to
30 in the last five years. We continue to evaluate and vigorously combat these pressures through, among other
things, new product introductions and increased marketing and trade spending. However, there is no assurance
that the categories will not decline in the future and that we will be able to offset any such decline.
Consumer Domestic income before income taxes for 2017 was $606.4, a $15.8 increase as compared to
2016. The increase was due primarily to the impact of higher sales volumes of $146.5 and favorable commodity
and manufacturing costs of $15.1, partially offset by unfavorable price/product mix of $90.5, higher marketing
expenses of $18.9, higher interest expense of $20.7, and higher SG&A costs of $15.8.
Consumer International
2018 compared to 2017
Consumer International net sales in 2018 were $709.5, an increase of $88.4 or 14.2% as compared to 2017.
The components of the net sales change are the following:
Net Sales—Consumer International
December 31,
2018
Product volumes sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing/Product mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange rate fluctuations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volume from acquired product lines(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.9%
0.9%
0.5%
5.9%
Net Sales increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14.2%
(1)
Includes net sales of the brands acquired in the Viviscal Acquisition and the Waterpik Acquisition since the
dates of acquisition.
Excluding the impact of foreign exchange rates, higher sales for the year occurred in exports, Europe, Canada,
Mexico and Australia. The addition of the acquired businesses contributed significantly to the sales growth. Of the
existing brands, the net sales increase is due primarily to OXICLEAN, BATISTE, L’IL CRITTERS & VITAFUSION
and NAIR in the export business, ARM & HAMMER clumping cat litter and BATISTE in Canada, OXICLEAN,
ARM & HAMMER liquid laundry detergent and ARM & HAMMER dental care in Mexico and Waterpik in several
countries.
Consumer International income before income taxes was $81.5 in 2018, an increase of $49.5 compared to
2017 due primarily to lower costs as a result of the 2017 pension settlement of $39.2, higher sales volumes of
$42.2, favorable foreign exchange rates of $3.8, and favorable price/product mix of $0.7, partially offset by
higher other SG&A costs of $12.2, higher marketing costs of $9.4, unfavorable manufacturing and commodity
costs of $9.6, and higher interest and other expenses of $5.2.
41
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
2017 compared to 2016
Consumer International net sales in 2017 were $621.1, an increase of $95.9 or 18.3% as compared to 2016.
The components of the net sales change are the following:
Net Sales—Consumer International
Product volumes sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing/Product mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange rate fluctuations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volume from acquired product lines(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Sales increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2017
8.1%
(0.3%)
0.1%
10.4%
18.3%
(1)
Includes net sales of the brands acquired in the Anusol Acquisition, the Viviscal Acquisition and the
Waterpik Acquisition since the date of acquisition.
Excluding the impact of foreign exchange rates, higher sales for the year occurred in exports, Canada,
Australia, Europe and Mexico. The addition of the acquired businesses contributed significantly to the sales
growth. Of the existing brands, BATISTE, STERIMAR, FEMFRESH, OXICLEAN and ARM & HAMMER cat
litter brands had strong sales growth.
Consumer International income before income taxes was $32.0 in 2017, a decrease of $34.3 compared to
2016 due primarily to the pension settlement charge of $39.2, higher SG&A costs of $29.7, higher marketing
costs of $7.4, unfavorable manufacturing and commodity costs of $6.9, unfavorable foreign exchange rates of
$4.0, and unfavorable price/product mix of $2.3, partially offset by higher sales volumes of $57.9.
Specialty Products
2018 compared to 2017
SPD net sales were $306.5 for 2018, an increase of $6.3, or 2.1% compared to 2017. The components of the
net sales change are the following:
Net Sales—SPD
Product volumes sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing/Product mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volume from acquired product lines (net of divestiture)(1)
Net Sales increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2018
(6.4%)
3.0%
5.5%
2.1%
(1)
Includes net sales of Passport and Agro BioSciences, Inc. since the dates of acquisition, partially offset by
the sale of our Brazilian chemical business.
Excluding the impact of the acquisitions and divestiture, the net sales decrease in 2018 was driven primarily
by lower volumes in the animal productivity business, partially offset by higher broad-based pricing. Although
demand for our products continues to grow in the poultry industry, demand in the dairy industry continues to be
significantly reduced due to low milk prices.
SPD income before income taxes was $51.6 in 2018, an increase of $8.1 compared to 2017. The increase in
income before income taxes for 2018 is due primarily to favorable price/product mix of $9.1, lower costs associated
42
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
with selling the Brazilian chemical business of $3.5, higher sales volume of $3.3, and lower manufacturing costs of
$2.6, partially offset by higher SG&A costs of $7.4 and higher interest and other expenses of $2.7.
2017 compared to 2016
SPD net sales were $300.2 for 2017, an increase of $10.1, or 3.5% compared to 2016. The components of
the net sales change are the following:
Net Sales—SPD
Product volumes sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing/Product mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange rate fluctuations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volume from acquired product lines (net of divestiture)(1)
Net Sales increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2017
2.6%
2.7%
0.4%
(2.2%)
3.5%
(1)
Includes net sales of the Agro Acquisition since the date of acquisition and is negatively impacted by
the sale of the Brazilian chemical business.
Excluding the impact of the acquisitions and divestiture, the net sales increase in 2017 was driven primarily
by improved price and volumes in the animal productivity business where U.S. dairy farm profitability
throughout 2017 was higher than the prior year.
SPD income before income taxes was $43.5 in 2017, an increase of $3.7 compared to 2016. The increase in
income before income taxes for 2017 was due primarily to higher sales volume of $13.0, favorable price/product
mix of $7.0, lower costs associated with selling the Brazilian chemical business of $4.9, and lower costs
associated with the Natronx joint venture of $1.7, partially offset by higher SG&A costs of $14.0 and higher
manufacturing costs of $7.4.
Corporate
The Corporate segment reflects the reclassification of administrative costs of the production, planning and
logistics functions which are included in SG&A expenses in the operating segments but are elements of cost of
sales in our Consolidated Statements of Income. Such amounts were $44.0, $32.8 and $36.6 for 2018, 2017 and
2016, respectively.
Also included in corporate segment are the equity in earnings of affiliates from Armand and ArmaKleen.
Liquidity and capital resources
On March 29, 2018, we replaced our former $1,000.0 unsecured revolving credit facility that was scheduled
to terminate on December 4, 2020 with a new $1,000.0 unsecured revolving credit facility (the “Credit
Agreement”). Under the Credit Agreement, we have the ability to increase our borrowing up to an additional
$600.0, subject to lender commitments and certain conditions as described in the Credit Agreement. Borrowings
under the Credit Agreement are available for general corporate purposes and are used to support our $1,000.0
commercial paper program. Unless extended, the Credit Agreement will terminate and all amounts outstanding
thereunder will be due and payable on March 29, 2023.
43
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
As of December 31, 2018, we had $316.7 in cash and cash equivalents, and approximately $997.0 available
through the revolving facility under our Credit Agreement and our commercial paper program. To preserve our
liquidity, we invest cash primarily in government money market funds, prime money market funds, short-term
commercial paper and short-term bank deposits.
As a result of the Tax Act, we repatriated excess cash held at our foreign subsidiaries in 2018. We repatriated
approximately $150.0 of the $194.0 that was held outside the U.S as of December 31, 2017. For 2019, we estimate
that we will repatriate approximately $35.0 of the $68.0 held outside the U.S as of December 31, 2018.
We financed the Waterpik Acquisition with a portion of the proceeds from an underwritten public offering
of $1,425.0 aggregate principal amount of Senior Notes completed on July 25, 2017, consisting of $300.0
aggregate principal amount of Floating Rate Senior Notes due 2019, $300.0 aggregate principal amount of 2.45%
Senior Notes due 2022, $425.0 aggregate principal amount of 3.15% Senior Notes due 2027 and $400.0
aggregate principal amount of 3.95% Senior Notes due 2047 (collectively, the “Senior Notes”). The Floating
Rate Senior Notes, which matured and were repaid in full with cash on hand and commercial paper on
January 25, 2019, bore interest at a rate, reset quarterly, equal to three-month U.S. Dollar London Interbank
Offered Rate (“LIBOR”) plus 0.15%.
On December 9, 2014, we issued $300.0 aggregate principal amount of 2.45% Senior Notes due
December 15, 2019 (the “2019 Notes”). The 2019 Notes were issued under the first supplemental indenture (the
“First Supplemental Indenture”), dated December 9, 2014, to the indenture dated December 9, 2014 (the “Base
Indenture”), between us and Wells Fargo Bank, N.A., as trustee. The 2019 Notes will mature on December 15,
2019, unless earlier retired or redeemed pursuant to the terms of the First Supplemental Indenture.
On September 26, 2012, we issued $400.0 aggregate principal amount of 2.875% Senior Notes due 2022
(the “2022 Notes”). The 2022 Notes were issued under the second supplemental indenture, dated September 26,
2012 (the “BNY Mellon Second Supplemental Indenture”) to the indenture dated December 15, 2010 (the “BNY
Mellon Base Indenture”) between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The
2022 Notes will mature on October 1, 2022, unless earlier retired or redeemed pursuant to the terms of the BNY
Mellon Second Supplemental Indenture.
The current economic environment presents risks that could have adverse consequences for our liquidity.
See “Unfavorable economic conditions could adversely affect demand for our products” under “Risk Factors” in
Item 1A of this Annual Report. We do not anticipate that current economic conditions will adversely affect our
ability to comply with the financial covenant in the Credit Agreement because we currently are, and anticipate
that we will continue to be, in compliance with the maximum leverage ratio requirement under the Credit
Agreement.
On February 5, 2019, the Board declared a 5% increase in the regular quarterly dividend from $0.2175 to
$0.2275 per share, equivalent to an annual dividend of $0.91 per share payable to stockholders of record as of
February 15, 2019. The increase raises the annual dividend payout from $213.3 to approximately $222.0.
On November 1, 2017, the Board authorized a new share repurchase program, under which we may
repurchase up to $500.0 in shares of Common Stock (the “2017 Share Repurchase Program”). The 2017 Share
Repurchase Program does not have an expiration and replaced the 2016 Share Repurchase Program. We also
continued our evergreen share repurchase program, authorized by the Board on January 29, 2014, under which
we may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances
of Common Stock under our incentive plans.
44
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
In December of 2017, we entered into an accelerated share repurchase (“ASR”) contract with a commercial
bank to purchase $200.0 of Common Stock. In the first quarter of 2018, we settled the ASR contract and
purchased approximately 4.1 million shares of Common Stock for $200.0, of which approximately $110.0 was
purchased under the evergreen share repurchase program and $90.0 was purchased under the 2017 Share
Repurchase Program. As a result of our purchases, there remained $310.0 of share repurchase availability under
the 2017 Share Repurchase Program as of December 31, 2018.
In connection with the evergreen repurchase program, in January 2019, we executed open market purchases
of $100.0 of our Common Stock.
We anticipate that our cash from operations, together with our current borrowing capacity, will be sufficient
to meet our capital expenditure program costs, which are expected to be approximately $85.0 in 2018, fund our
share repurchase programs to the extent implemented by management, pay the upcoming maturing notes and pay
dividends at the latest approved rate. Cash, together with our current borrowing capacity, may be used for
acquisitions that would complement our existing product lines or geographic markets. We did not have any
mandatory fixed rate debt principal payments in 2018. We paid the $300.0 Floating Rate Senior Notes that
matured on January 25, 2019 with cash on hand and commercial paper. The $300.0 Senior Notes (2.45%) will
mature on December 15, 2019 and will be repaid with cash on hand plus if necessary, available borrowings.
Cash Flow Analysis
Year Ended
December 31,
2018
December 31,
2017
December 31,
2016
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash (used in) provided by financing activities . . . . . . . . . . . . . . . .
$ 763.6
$(112.1)
$(609.0)
$
681.5
$(1,303.4)
698.9
$
$ 655.3
$(354.6)
$(439.6)
2018 compared to 2017
Net Cash Provided by Operating Activities – Our primary source of liquidity is our cash flow provided by
operating activities, which is dependent on the level of net income and changes in working capital. Our net cash
provided by operating activities in 2018 increased by $82.1 to $763.6 as compared to $681.5 in 2017 due to higher
cash earnings (net income plus non-cash expenses such as depreciation, amortization, non-cash compensation and
asset impairment charges) and lower working capital. The change in working capital is primarily due to an increase
in accounts payable and accrued expenses and lower other current assets partially offset by higher inventories. We
measure working capital effectiveness based on our cash conversion cycle. The following table presents our cash
conversion cycle information for the quarters ended December 31, 2018 and 2017:
As of
December 31,
2018
December 31,
2017
Change
Days of sales outstanding in accounts receivable (“DSO”)
. . . . . . . . . . . . . .
Days of inventory outstanding (“DIO”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Days of accounts payable outstanding (“DPO”) . . . . . . . . . . . . . . . . . . . . . . .
Cash conversion cycle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
58
66
22
31
52
65
18
(1)
6
(1)
4
Our cash conversion cycle (defined as the sum of DSO and DIO less DPO) at December 31, 2018, which is
calculated using a two period average method, increased 4 days from the prior year amount of 18 days to 22 days
45
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
at December 31, 2018 due primarily to an increase in DIO of six days. DPO increased one day from 65 to 66
days, and DSO decreased one day from 31 to 30 days. The increase in the cash conversion cycle is primarily due
a certain recent acquisition, which currently requires a higher level of working capital. We continue to focus on
reducing our working capital requirements.
Net Cash Used in Investing Activities—Net cash used in investing activities during 2018 was $112.1,
principally reflecting $60.4 for property, plant and equipment expenditures and $49.8 for the Passport Acquisition.
Net Cash (Used in) Provided by Financing Activities—Net cash used in financing activities during 2018
was $609.0, primarily reflecting $200.0 of repurchases of our Common Stock, $213.3 of cash dividend payments,
and $268.8 of debt payments, partially offset by $76.6 of proceeds from stock option exercises.
2017 compared to 2016
Net Cash Provided by Operating Activities—Our primary source of liquidity is our cash flow provided by
operating activities, which is dependent on the level of net income and changes in working capital. Our net cash
provided by operating activities in 2017 increased by $26.2 to $681.5 as compared to $655.3 in 2016 due to
higher cash earnings (net income plus non-cash expenses such as depreciation, amortization, non-cash
compensation and asset impairment charges) partially offset by slightly higher working capital. The change in
working capital is primarily due to an increase in inventories and a smaller increase in accounts payable and
accrued expenses.
Net Cash Used in Investing Activities—Net cash used in investing activities during 2017 was $1,303.4,
principally reflecting $1,260.0 for acquisitions and $45.0 for property, plant and equipment expenditures.
Net Cash Provided by (Used in) Financing Activities—Net cash provided by financing activities during
2017 was $698.9, primarily reflecting $1,621.3 of long-term debt borrowings and $42.1 of proceeds from stock
option exercises, partially offset by $400.0 of repurchases of our Common Stock, $200.0 of long-term debt
repayments, $190.4 of cash dividend payments, $151.3 of net commercial paper repayments, $17.8 of financing
costs and $4.5 of short-term debt repayments at an international subsidiary.
Commitments as of December 31, 2018
The table below summarizes our material contractual obligations and commitments as of December 31, 2018.
Payments Due by Period
Total
2019
2020 to
2021
2022 to
2023
After
2023
Short & Long-Term Debt
. . . . . . . . . . . . . . . . .
Floating Rate Senior Notes due 2019(1)
2.45% Senior Notes due 2019 . . . . . . . . . . . . . . . . . . . . . . . .
2.45% Senior Notes due 2022 . . . . . . . . . . . . . . . . . . . . . . . .
2.875% Senior Notes due 2022 . . . . . . . . . . . . . . . . . . . . . . .
3.15% Senior Notes due 2027 . . . . . . . . . . . . . . . . . . . . . . . .
3.95% Senior Notes due 2047 . . . . . . . . . . . . . . . . . . . . . . . .
Debt obligations of foreign subsidiaries . . . . . . . . . . . . . . . . .
$ 300.0
300.0
300.0
400.0
425.0
400.0
1.8
$300.0
300.0
0.0
0.0
0.0
0.0
1.8
2,126.8
601.8
$0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
$
0.0
0.0
300.0
400.0
0.0
0.0
0.0
700.0
$
0.0
0.0
0.0
0.0
425.0
400.0
0.0
825.0
46
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Interest on Fixed Rate Debt(2)
. . . . . . . . . . . . . . . . . . . . . . . . .
Lease Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Long-Term Liabilities
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Letters of Credit(3)
Purchase Obligations(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(5)
Payments Due by Period
Total
2019
2020 to
2021
2022 to
2023
After
2023
$ 643.0
157.8
$ 55.1
24.7
$ 96.0
38.3
$ 71.3
29.0
$ 420.6
65.8
3.3
249.5
13.0
3.3
180.2
5.5
0.0
60.5
1.0
0.0
7.6
1.0
0.0
1.2
5.5
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,193.4
$870.6
$195.8
$808.9
$1,318.1
(1) The Floating Rate Senior Notes matured and were repaid in full with cash on hand and commercial paper on
January 25, 2019.
(2) Represents interest on our 2.45% Senior Notes due in 2019 and 2022, 2.875% Senior Notes due in 2022,
3.15% Senior Notes due 2027 and 3.95% Senior Notes due 2047.
(3) Letters of credit with several banks guarantee payment for items such as insurance claims in the event of our
insolvency.
(4) We have outstanding purchase obligations with suppliers at the end of 2018 for raw, packaging and other
materials and services in the normal course of business. These purchase obligation amounts represent only
those items which are based on agreements that are enforceable and legally binding, and do not represent
total anticipated purchases.
(5) Other includes payments for stadium naming rights for a period of 20 years until December 2032.
Off-Balance Sheet Arrangements
We do not have off-balance sheet financing or unconsolidated special purpose entities.
OTHER ITEMS
Market risk
Concentration of Risk
A group of three customers accounted for approximately 36%, 36% and 35% of consolidated net sales in
2018, 2017 and 2016, respectively, of which a single customer, Walmart, accounted for approximately 23%, 24%
and 24% in 2018, 2017 and 2016, respectively.
Interest Rate Risk
We had outstanding total debt at December 31, 2018, of $2,107.1, net of debt issuance costs, of which 86%
has a fixed weighted average interest rate of 3.0% and the remaining 14% was constituted primarily of the
Floating Rate Senior Notes that matured and were repaid in full on January 25, 2019 with a current rate of
approximately 2.64%. In December 2014, we entered into interest rate swap agreements on an aggregate notional
amount of $300.0 to convert the fixed interest rate on the Notes due December 15, 2019 to a floating rate of
three-month LIBOR plus a fixed spread of 0.756%.
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. Refer to Note 3 to the Consolidated
47
CHURCH & DWIGHT CO., INC AND SUBSIDIARIES
(Dollars in millions, except share and per share data)
Financial Statements for a discussion of these market risks and the derivatives used to manage the risks associated
with changing diesel fuel and other commodity prices, foreign exchange rates and the price of our Common Stock.
ITEM 7A. 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 47 of this Annual Report.
48
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Church & Dwight Co., Inc. (the “Company”) is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. 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.
Management evaluated the Company’s internal control over financial reporting as of December 31, 2018. 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). As a result
of this assessment and based on the criteria in the COSO framework, management has concluded that as of
December 31, 2018, 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. 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 51 of this Annual Report on Form 10-K.
/s/ Matthew T. Farrell
Matthew T. Farrell
President and Chief Executive Officer
/s/ Richard A. Dierker
Richard A. Dierker
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 21, 2019
49
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Church & Dwight Co., Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Church & Dwight Co., Inc. and subsidiaries (the
“Company”) as of December 31, 2018 and 2017, 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, 2018,
and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2018, in conformity with the accounting
principles generally accepted in the United States of America.
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, 2018,
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 21, 2019, expressed an
unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for
our opinion.
/s/ DELOITTE & TOUCHE LLP
Parsippany, NJ
February 21, 2019
We have served as the Company’s auditor since 1968.
50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Church & Dwight Co., Inc.
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, 2018, based on criteria 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,
2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
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, 2018,
of the Company and our report dated February 21, 2019, expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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
Parsippany, NJ
February 21, 2019
51
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
Year Ended December 31,
2018
2017
2016
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$4,145.9
2,305.1
$3,776.2
2,046.6
$3,493.1
1,902.5
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,840.8
483.2
565.9
1,729.6
454.2
542.7
1,590.6
427.2
439.2
Income from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings of affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
791.7
9.2
1.9
(3.9)
(79.4)
719.5
150.9
732.7
10.8
2.1
(0.3)
(52.6)
692.7
(50.7)
724.2
9.2
1.7
(1.5)
(27.7)
705.9
246.9
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 568.6
$ 743.4
$ 459.0
Weighted average shares outstanding—Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average shares outstanding—Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share—Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share—Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
245.5
250.7
2.32
2.27
0.87
$
$
$
250.6
256.1
2.97
2.90
0.76
$
$
$
257.6
262.1
1.78
1.75
0.71
$
$
$
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income, net of tax:
Foreign exchange translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Defined benefit plan adjustments gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from derivative agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2018
2017
2016
$568.6
$743.4
$459.0
(10.6)
1.4
(7.4)
(16.6)
18.4
12.6
(3.6)
27.4
(11.5)
(1.7)
(4.7)
(17.9)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$552.0
$770.8
$441.1
See Notes to Consolidated Financial Statements.
52
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
Assets
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, less allowances of $3.1 and $2.9 . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, Plant and Equipment, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity Investment in Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade Names and Other Intangibles, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, December 31,
2018
2017
$
316.7
345.3
382.8
33.4
1,078.2
598.2
8.5
2,274.0
1,992.9
117.4
$
278.9
345.9
330.7
44.7
1,000.2
607.7
9.3
2,320.5
1,958.9
118.2
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,069.2
$ 6,014.8
Liabilities and Stockholders’ Equity
Current Liabilities
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred and Other Long-term Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and Contingencies
Stockholders’ Equity
Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued . . . . . . . .
Common Stock, $1.00 par value, Authorized 600,000,000 shares; 292,855,100 shares
issued as of December 31, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock in treasury, at cost: 45,969,515 shares as of December 31, 2018 and
$
1.8
596.5
725.1
2.9
1,326.3
1,508.8
576.4
203.9
3,615.4
$
270.9
0.0
659.1
5.0
935.0
2,103.4
561.2
197.2
3,796.8
0.0
0.0
292.8
280.8
3,832.6
(53.6)
292.8
264.6
3,479.0
(36.4)
45,225,202 shares as of December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,898.8)
(1,782.0)
Total Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,453.8
2,218.0
Total Liabilities and Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,069.2
$ 6,014.8
See Notes to Consolidated Financial Statements.
53
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(In millions)
Cash Flow From Operating Activities
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in net earnings of affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from unconsolidated affiliates . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash pension settlement charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairment charge and other asset write-offs . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit on stock options exercised . . . . . . . . . . . . . . . . . . . . . . . .
Other operating assets and liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2018
2017
2016
$ 568.6
$
743.4
$ 459.0
64.4
76.7
11.1
(9.2)
10.1
23.3
0.0
3.6
1.0
(3.4)
(55.1)
18.9
54.9
(6.1)
0.0
4.8
60.9
64.5
(237.6)
(10.8)
10.1
18.1
31.7
2.1
(1.7)
(9.7)
(25.2)
10.2
30.3
(11.2)
0.0
6.4
59.7
47.9
24.9
(9.2)
9.0
16.0
0.0
5.6
(1.8)
(12.7)
19.2
2.1
50.5
32.8
(30.0)
(17.7)
Net Cash Provided By Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
763.6
681.5
655.3
Cash Flow From Investing Activities
Additions to property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(60.4)
(49.8)
(1.9)
(45.0)
(1,260.0)
1.6
(49.8)
(305.3)
0.5
Net Cash Used In Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(112.1)
(1,303.4)
(354.6)
Cash Flow From Financing Activities
Long-term debt borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (repayments) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term debt (repayments), net of borrowings . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit on stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing and other
0.0
0.0
(268.8)
76.6
0.0
(213.3)
(200.0)
(3.5)
1,621.3
(200.0)
(155.8)
42.1
0.0
(190.4)
(400.0)
(18.3)
0.0
0.0
68.9
50.5
30.0
(183.0)
(400.0)
(6.0)
Net Cash (Used In) Provided By Financing Activities . . . . . . . . . . . . . . . . . . . .
(609.0)
698.9
(439.6)
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . .
Net Change In Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents at Beginning of Period . . . . . . . . . . . . . . . . . . . . . .
(4.7)
37.8
278.9
14.1
91.1
187.8
(3.3)
(142.2)
330.0
Cash and Cash Equivalents at End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 316.7
$
278.9
$ 187.8
54
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW—Continued
(In millions)
Cash paid during the year for:
Interest (net of amounts capitalized) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 74.9
$ 33.3
$ 25.6
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$116.8
$198.1
$188.4
Supplemental disclosure of non-cash investing activities:
Property, plant and equipment expenditures included in Accounts Payable . . . . .
$
6.9
$
7.7
$
3.4
Year Ended December 31,
2018
2017
2016
See Notes to Consolidated Financial Statements.
55
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended December 31, 2018, 2017 and 2016
(In millions)
Number of Shares
Common
Stock
Treasury
Stock
Common
Stock
Additional
Paid-In
Capital
292.8
0.0
0.0
0.0
0.0
0.0
292.8
0.0
0.0
0.0
0.0
(32.8)
0.0
0.0
0.0
(9.0)
2.9
(38.9)
0.0
0.0
0.0
(8.2)
$292.8
0.0
0.0
0.0
0.0
0.0
$292.8
0.0
0.0
0.0
0.0
$230.0
0.0
0.0
0.0
0.0
21.4
$251.4
0.0
0.0
0.0
0.0
Retained
Earnings
$2,650.0
459.0
0
(183.0)
0.0
0.0
$2,926.0
743.4
0.0
(190.4)
0.0
Amounts
Accumulated
Other
Comprehensive
Income (Loss)
$(45.9)
0.0
(17.9)
0.0
0.0
0.0
$(63.8)
0.0
27.4
0.0
0.0
Total Church
& Dwight
Co., Inc.
Stockholders’
Equity
$2,023.2
459.0
(17.9)
(183.0)
(400.0)
Treasury
Stock
$(1,103.7)
0.0
0.0
0.0
(400.0)
75.2
96.6
$(1,428.5)
0.0
0.0
0.0
(400.0)
$1,977.9
743.4
27.4
(190.4)
(400.0)
0.0
1.9
0.0
13.2
0.0
0.0
46.5
59.7
292.8
(45.2)
$292.8
$264.6
$3,479.0
$(36.4)
$(1,782.0)
$2,218.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
(4.1)
3.3
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
(1.7)
568.6
0.0
(213.3)
0.0
(0.6)
0.0
(16.6)
0.0
0.0
0.0
0.0
0.0
0.0
(200.0)
(2.3)
568.6
(16.6)
(213.3)
(200.0)
16.2
0.0
0.0
83.2
99.4
December 31, 2015 . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive (loss) income . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . .
Stock purchases . . . . . . . . . . . . . . . . . . .
Stock based compensation expense and
stock option plan transactions . . . . . .
December 31, 2016 . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive (loss) income . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . .
Stock purchases . . . . . . . . . . . . . . . . . . .
Stock based compensation expense and
stock option plan transactions . . . . . .
December 31, 2017 . . . . . . . . . . . . . . . .
Adoption of new accounting
pronouncements (Note 1) . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive (loss) income . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . .
Stock purchases . . . . . . . . . . . . . . . . . . .
Stock based compensation expense and
stock option plan transactions . . . . . .
December 31, 2018 . . . . . . . . . . . . . . . .
292.8
(46.0)
$292.8
$280.8
$3,832.6
$(53.6)
$(1,898.8)
$2,453.8
See Notes to Consolidated Financial Statements.
56
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except share and per share data)
1.
Significant Accounting Policies
Business
The Company, founded in 1846, develops, manufactures and markets a broad range of household, personal
care and specialty products focused on animal productivity, chemicals and cleaners. The Company sells its
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. The Company
also sells specialty products to industrial customers, livestock producers and through distributors.
Basis of Presentation
The accompanying Consolidated Financial Statements are presented in accordance with accounting principles
generally accepted in the U.S. and include the accounts of the Company and its majority-owned subsidiaries. For
equity investments in which the Company does not control or have the ability to exert significant influence over the
investee, which generally is when the Company has less than a 20% ownership interest, the investments are
accounted for under the cost method. 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. As a result, the Company accounts for its 50% interest in its Armand
Products Company (“Armand”) joint venture and its 50% interest in The ArmaKleen Company (“ArmaKleen”)
joint venture under the equity method. Armand and ArmaKleen are specialty chemical businesses. The Company’s
equity in earnings of Armand and ArmaKleen are included in the Corporate segment, as described in Note 16.
In March 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that
makes modifications to how companies account for certain aspects of share-based payment awards to employees,
including accounting for income taxes, forfeitures, and statutory withholding requirements, as well as the
classification of excess tax benefits in the statement of cash flows. The Company prospectively adopted the standard
in the first quarter of 2017. The adoption resulted in excess tax benefits of $22.1 and $15.1 or approximately $0.08
and $0.05 per share recorded in the provision for income taxes rather than in the Company’s Stockholders’ Equity
section of the Balance Sheet for the years ended December 31, 2018 and 2017, respectively. It also resulted in an
increase to both net cash provided by operating activities and net cash provided by financing activities of $22.1 and
$15.1 for the twelve months ended December 31, 2018 and 2017, respectively. The Company excluded the excess
tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per
share, which did not have a material impact on the Company’s diluted earnings per share for the three and twelve
months ended December 31, 2018 and 2017. The Company has also elected to continue to estimate forfeitures
expected to occur to determine the amount of compensation cost to be recognized in each period.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent gains and losses at the date of the financial statements and reported amounts of revenue
and expenses during the reporting period. Management makes estimates regarding inventory valuation,
promotional and sales returns reserves, the carrying amount of goodwill and other intangible assets, the
realization of deferred tax assets, tax reserves, liabilities related to pensions and other postretirement benefit
obligations and other matters that affect the reported amounts and other disclosures in the financial statements.
These estimates are based on judgment and available information. Actual results could differ materially from
those estimates, and it is possible that changes in such estimates could occur in the near term.
57
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
Revenue Recognition
Revenue is recognized when control of a promised good is transferred to a customer in an amount that
reflects the consideration that the Company expects to be entitled to in exchange for that good. This usually
occurs when finished goods are delivered to the Company’s customers or when finished goods are picked up by a
customer or a customer’s carrier.
Adoption of the new revenue recognition pronouncement as discussed below did not have a significant
impact on the Company’s consolidated financial statements. The adoption required the Company to recognize
certain costs earlier, primarily due to the timing of coupon expense recognition, which was not material. Refer to
the table below on page 63 for a presentation of the impacts of adoption of the guidance on the Company’s
January 1, 2018 balance sheet.
a. Nature of Goods and Services
The Company primarily ships finished goods to its customers and operates in three segments: Consumer
Domestic, Consumer International and Specialty Products Division (“SPD”). The segments are based on
differences in the nature of products and organizational and ownership structures. 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, water flossers and showerheads. The SPD segment focuses
on sales to businesses and participates in three product areas: Animal Productivity, Specialty Chemicals and
Specialty Cleaners. The Company’s products are distinct and separately identifiable on customer contracts or
invoices, with each product sale representing a separate performance obligation.
The Company sells 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 our products to
consumers. The Company sells its specialty products to industrial customers, livestock producers and through
distributors.
Refer to Note 16 for disaggregated revenue information with respect to each of our segments.
b. When Performance Obligations are Satisfied
For performance obligations related to the shipping and invoicing of products, control transfers at the point
in time upon which finished goods are delivered to the Company’s customers or when finished goods are picked
up by a customer or a customer’s carrier. Once a product has been delivered or picked up by the customer, the
customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The
Company considers control to have transferred upon delivery or customer receipt because the Company has an
enforceable right to payment at that time, the customer has legal title to the asset, the Company has transferred
physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset.
c. Variable Consideration
The Company conducts extensive promotional activities, primarily through the use of off-list discounts,
slotting, coupons, cooperative advertising, periodic price reduction arrangements, and end-aisle and other in-store
displays. The costs of such activities are netted against sales and are recorded when the related sale takes place. The
58
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
reserves for sales returns and consumer and trade promotion liabilities are established based on the Company’s best
estimate of the amounts necessary to settle future and existing obligations for products sold as of the balance sheet
date. The Company uses historical trend experience and coupon redemption inputs in arriving at coupon reserve
requirements, and uses forecasted appropriations, customer and sales organization inputs, and historical trend
analysis in determining the reserves for other promotional activities and sales returns.
d. Practical Expedients
The Company expenses incremental direct costs of obtaining a contract (broker commissions) when the
related sale takes place. These costs are recorded in SG&A expenses in the accompanying consolidated
statements of income.
The Company accounts for shipping and handling costs as fulfillment activities which are therefore
recognized upon shipment of the goods.
The Company has applied the portfolio approach to all open contracts as they have similar characteristics
and can reasonably expect that the effects on the financial statements of applying this new guidance to the
portfolio of contracts would not differ materially from applying this guidance to the individual contracts within
the portfolio.
The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes.
Sales of Accounts Receivable
The Company entered into a factoring agreement with a financial institution to sell certain customer
receivables at discounted rates in 2015. Transactions under this agreement are accounted for as sales of accounts
receivable and were removed from the Consolidated Balance Sheet at the time of the sales transaction. The
Company factored an additional $7.5 in 2018, resulting in a total of $112.9 and $105.4 as of December 31, 2018
and 2017, respectively.
Cost of Sales, Marketing and Selling, General and Administrative Expenses
Cost of sales include costs related to the manufacture of the Company’s products, including raw material,
inbound freight, direct labor (including employee compensation benefits) and indirect plant costs such as plant
supervision, receiving, inspection, maintenance labor and materials, depreciation, taxes and insurance,
purchasing, production planning, operations management, logistics, freight to customers, warehousing costs,
internal transfer freight costs and plant impairment charges.
Marketing expenses include costs for advertising (excluding the costs of cooperative advertising programs,
which are reflected in net sales), costs for coupon insertion (mainly the cost of printing and distribution),
consumer promotion costs (such as on-shelf advertisements and floor ads), public relations, package design
expense and market research costs.
Selling, general and administrative expenses (“SG&A”) expenses include, among others, costs related to
functions such as sales, corporate management, research and development, marketing administration, information
technology and legal. Such costs include salary compensation related costs (such as benefits, incentive
compensation and profit sharing), stock option costs, depreciation, travel and entertainment related expenses,
professional and other consulting fees and amortization of intangible assets.
59
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
Foreign Currency Translation
Unrealized gains and losses related to currency translation are recorded in Accumulated Other Comprehensive
Income (Loss). Gains and losses on foreign currency transactions are recorded in the Consolidated Statements of
Income.
Cash Equivalents
Cash equivalents consist of highly liquid short-term investments and term bank deposits, which mature
within three months of their original maturity date.
Inventories
Inventories are valued at the lower of cost or market (net realizable value, which reflects any costs to sell or
dispose). The Company identifies any slow moving, obsolete or excess inventory to determine whether an
adjustment is required to establish a new carrying value. The determination of whether inventory items are slow
moving, obsolete or in excess of needs requires estimates and assumptions about the future demand for the
Company’s products, technological changes, and new product introductions. Estimates as to the future demand
used in the valuation of inventory involve judgments regarding the ongoing success of the Company’s products.
The Company evaluates its inventory levels and expected usage on a periodic basis and records adjustments as
required. Adjustments to reflect inventory at net realizable value were $17.0 at December 31, 2018, and $12.8 at
December 31, 2017.
On April 1, 2018, the Company changed its method of accounting for inventories from last-in-first-out
(“LIFO”) to first-in-first-out (“FIFO”) for the approximately 17% of consolidated inventory not previously
valued using FIFO. Substantially all of the Company’s SPD segment inventory, as well as domestic inventory
sold primarily under the ARM & HAMMER trademark in the Consumer Domestic segment, was previously
determined using LIFO. After this change, the value of all of the Company’s inventory was determined by the
FIFO method. The Company believes this change is preferable as the predominant method to value inventory has
been FIFO, which will provide a uniform costing method across all inventory. Prior financial statements have not
been retroactively adjusted due to immateriality. The cumulative effect of the change in accounting principle of
approximately $4.0 pre-tax was recorded as a decrease to cost of goods sold for the quarter ending June 30, 2018.
Property, Plant and Equipment
Property, Plant and Equipment (“PP&E”) are stated at cost. Depreciation is recorded using the straight-line
method over the estimated useful lives of the respective assets. Estimated useful lives for building and improvements,
machinery and equipment, and office equipment range from 9-40, 3-20 and 3-10 years, respectively. Routine repairs
and maintenance are expensed when incurred. Leasehold improvements are depreciated over a period no longer than
the respective lease term, except where a lease renewal has been determined to be reasonably assured and failure to
renew the lease results in a significant penalty to the Company.
PP&E are reviewed annually and whenever events or changes in circumstances indicate that possible
impairment exists. The Company’s impairment review is based on an undiscounted cash flow analysis at the lowest
level at which cash flows of the long-lived assets are largely independent of other groups of Company assets and
liabilities. The analysis requires management judgment with respect to changes in technology, the continued success
of product lines, and future volume, revenue and expense growth rates. The Company conducts annual reviews to
identify idle and underutilized equipment, and reviews business plans for possible impairment. Impairment occurs
60
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
when the carrying value of the asset exceeds the future undiscounted cash flows. When an impairment is indicated,
the estimated future cash flows are then discounted to determine the estimated fair value of the asset and an
impairment charge is recorded for the difference between the carrying value and the net present value of estimated
future cash flows.
Software
The Company capitalizes certain costs of developing computer software. Amortization is recorded using the
straight-line method over the estimated useful life of the software, which is estimated to be no longer than 10 years.
Fair Value of Financial Instruments
Certain financial instruments are required to be recorded at fair value. The estimated fair values of such
financial instruments (including investment securities and other derivatives) have been determined using market
information and valuation methodologies. Changes in assumptions or estimation methods could affect the fair
value estimates. Other financial instruments, including cash equivalents and short-term debt, are recorded at cost,
which approximates fair value. Additional information regarding the Company’s risk management activities,
including derivative instruments and hedging activities, are separately disclosed. See Notes 2 and 3.
Goodwill and Other Intangible Assets
Carrying values of goodwill and indefinite-lived tradenames are reviewed periodically for possible
impairment. The Company’s impairment analysis is based on a discounted cash flow approach that requires
significant judgment with respect to unit volume, revenue and expense growth rates, and the selection of an
appropriate discount rate. Management uses estimates based on expected trends in making these assumptions.
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. For trade names and other intangible assets, an
impairment charge is recorded for the difference between the carrying value and the net present value of
estimated future cash flows, which represents the estimated fair value of the asset. Judgment is required in
assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected
adverse economic factors, unanticipated technological change, distribution losses, or competitive activities and
acts by governments and courts may indicate that an asset has become impaired. Intangible assets with finite
lives are amortized over their estimated useful lives, which range from 3-20 years, using the straight-line method,
and reviewed for impairment when changes in market circumstances occur.
It is possible that the Company’s 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 2019 or 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.
Research and Development
The Company incurred research and development expenses in the amount of $89.7, $70.8 and $63.2 in
2018, 2017 and 2016, respectively. These expenses are included in SG&A expenses and are expensed as
incurred.
61
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
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 exercise of outstanding stock options.
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:
Weighted average common shares outstanding—basic . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dilutive effect of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
245.5
5.2
250.6
5.5
257.6
4.5
Weighted average common shares outstanding—diluted . . . . . . . . . . . . . . . . . . . . . . . . . .
250.7
256.1
262.1
Antidilutive stock options outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.9
3.2
1.4
2018
2017
2016
Employee and Director Stock Based Compensation
The fair value of share-based compensation is determined at the grant date and the related expense is
recognized over the required employee service period in which the share-based compensation vests. The
following table presents the pre-tax expense associated with the fair value of unvested stock options and
restricted stock awards included in SG&A expenses and in cost of sales:
For the Year Ended
December 31,
2018
2017
2016
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2.6
22.3
$ 1.8
16.3
$ 1.9
14.1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$24.9
$18.1
$16.0
Income Taxes
Income taxes are accounted for under the asset and liability method. 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. The Company records liabilities for potential assessments in various tax jurisdictions in
accordance with accounting principles generally accepted in the U.S. (GAAP). The liabilities relate to tax return
positions that, although supportable by the Company, may be challenged by the tax authorities and do not meet
the minimum recognition threshold required under applicable accounting guidance for the related tax benefit to
be recognized in the income statement. The Company adjusts this liability as a result of changes in tax
legislation, interpretations of laws by courts, rulings by tax authorities, changes in estimates and the expiration of
the statute of limitations. Many of the judgments involved in adjusting the liability involve assumptions and
estimates that are highly uncertain and subject to change. In this regard, settlement of any issue with, or an
adverse determination in litigation against, a taxing authority could require the use of cash and result in an
increase in the Company’s annual tax rate. Conversely, favorable resolution of an issue with a taxing authority
would be recognized as a reduction to the Company’s annual tax rate.
62
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
Recently Adopted Accounting Pronouncements
In August 2018, the FASB issued new accounting guidance requiring a customer in a hosting arrangement
that is a service contract to apply the guidance on internal-use software to determine which implementation costs
to recognize as an asset and which costs to expense. The capitalized implementation costs are required to be
expensed over the term of the hosting arrangement. The guidance is effective for annual and interim periods
beginning after December 15, 2019, with early adoption permitted. The Company has adopted this new standard
during the third quarter of 2018 and elected to use the prospective approach.
In February 2018, the FASB issued new accounting guidance which allows a reclassification from accumulated
other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the
“Tax Act”) and requires certain disclosures regarding stranded tax effects. The guidance is effective for fiscal years
beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The
Company adopted this change using the modified retrospective approach by adjusting certain December 31, 2017
stockholders’ equity accounts (see below).
In 2016, the FASB issued guidance that clarifies the principles for recognizing revenue. The amendments
clarify the guidance for identifying performance obligations, licensing arrangements and principal versus agent
considerations. The amendments additionally provide clarification on how to assess collectability, present sales
tax, treat noncash consideration, and account for completed and modified contracts at the time of transition. The
new standard was adopted by the Company using the modified retrospective approach in the first quarter of 2018.
See page 58 for the Company’s revenue recognition accounting policy.
The effects of the recently adopted accounting pronouncements to the Company’s consolidated balance
sheet as of January 1, 2018 is as follows:
Balance at
December 31,
2017
New Revenue
Standard
Adjustment
New Tax
Reform
Adjustment
Balance at
January 1,
2018
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . .
$ 659.1
5.0
3,479.0
(36.4)
$ 3.0
(0.7)
(2.3)
0.0
$ 0.0
0.0
0.6
(0.6)
$ 662.1
4.3
3,477.3
(37.0)
The adoption had no impact on the Company’s results of operations or cash flow.
Recent Accounting Pronouncements Not Yet Adopted
In August 2017 and October 2018, the FASB issued new accounting guidance, which is intended to improve the
financial reporting of hedging relationships to better portray the economic results of an entity’s risk management
activities in its financial statements. These amendments also make targeted improvements to simplify the application of
the hedge accounting. The guidance is effective for annual and interim periods beginning after December 15, 2018,
with early adoption permitted. The standard is not expected to have a material impact on the Company’s consolidated
financial position, results of operations or cash flows.
In February 2016 and July 2018, the FASB issued new lease accounting guidance, requiring lessees to
recognize right-of-use lease assets and lease liabilities on the balance sheet for those leases previously classified
as operating leases, with a term greater than a year. The new guidance also expands the required quantitative and
63
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
qualitative disclosures surrounding leases. The guidance is effective for annual and interim periods beginning
after December 15, 2018, and allows companies to apply the requirements retrospectively, either to all prior
periods presented or through a cumulative adjustment in the year of adoption. The Company adopted the new
standard on January 1, 2019 on a modified retrospective basis and will elect the package of practical expedients
permitted under the transition guidance, which eliminates the reassessment of past leases, classification, and
initial direct costs. The Company has implemented the appropriate internal controls and tools to monitor and
record historical and future lease arrangements and required disclosures.
For all existing operating leases as of December 31, 2018, the Company anticipates recording Right of Use
Assets of approximately $55 and corresponding lease liabilities of approximately $57 with an offset to Deferred
and Other Long-term Liabilities of approximately $2 to eliminate deferred rent on the consolidated balance sheet.
In addition, based on the transition guidance surrounding failed sale-and-leaseback transactions, the Company
re-evaluated its Corporate Headquarters lease. This lease was previously considered a failed sale-and-leaseback
transaction under ASC 840 because of continuing involvement. The re-evaluation resulted in a change in classification
from a finance transaction to an operating lease. The Corporate Headquarters building, which has a book value of
approximately $35 recorded in Property, Plant and Equipment as of December 31, 2018, was derecognized on
January 1, 2019 and a Right of Use Asset of approximately $52 will be recorded with an offset to Deferred Income
Taxes of $4 and Retained Earnings of $13. The Lease Liability pertaining to this asset of $52 remains unchanged. In
total, at the adoption of the new accounting guidance there will be a Right of Use Asset of approximately $107 and a
corresponding Lease Liability of $109.
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.
2. Fair Value Measurements
Fair Value Hierarchy
Accounting guidance on fair value measurements and disclosures establishes a hierarchy that prioritizes the
inputs used to measure fair value (generally, assumptions that market participants would use in pricing an asset
or liability) based on the quality and reliability of the information provided by the inputs, as follows:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
64
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
Fair Values of Other Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s other
financial instruments at December 31, 2018 and December 31, 2017:
December 31, 2018
December 31, 2017
Input
Level
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Financial Assets:
Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Level 1
$234.6
$234.6
$ 95.8
$ 95.8
Financial Liabilities:
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Level 2
Floating Rate Senior notes due January 25, 2019 . . . . . . . . Level 2
2.45% Senior notes due December 15, 2019 . . . . . . . . . . . . Level 2
2.45% Senior notes due August 1, 2022 . . . . . . . . . . . . . . . Level 2
2.875% Senior notes due October 1, 2022 . . . . . . . . . . . . . Level 2
3.15% Senior notes due August 1, 2027 . . . . . . . . . . . . . . . Level 2
3.95% Senior notes due August 1, 2047 . . . . . . . . . . . . . . . Level 2
Contingent Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . Level 3
Fair value adjustment (liability) asset related to hedged
fixed rate debt instrument
. . . . . . . . . . . . . . . . . . . . . . . . Level 2
Interest Rate Swap Lock Agreement . . . . . . . . . . . . . . . . . . Level 2
1.8
300.0
300.0
299.7
399.9
424.6
397.2
23.0
1.8
299.9
297.4
289.7
393.0
400.0
363.7
23.0
270.9
300.0
299.9
299.7
399.8
424.6
397.1
23.2
270.9
299.9
300.9
296.1
400.2
417.8
397.4
23.2
(3.0)
(7.0)
(3.0)
(7.0)
(2.2)
0.0
(2.2)
0.0
The Company recognizes transfers between input levels as of the actual date of the event. There were no
transfers between input levels during the twelve months ended December 31, 2018.
The following methods and assumptions were used to estimate the fair value of each class of financial
instruments reflected in the Consolidated Balance Sheets:
Cash Equivalents: Cash equivalents consist of highly liquid short-term investments and term bank deposits,
which mature within three months. The estimated fair value of the Company’s cash equivalents approximates
their carrying value.
Short-Term Borrowings: The carrying amounts of the Company’s unsecured lines of credit and commercial
paper issuances approximates fair value because of their short maturities and variable interest rates.
Senior Notes: The Company determines the fair value of its senior notes based on their quoted market value or
broker quotes, when possible. In the absence of observable market quotes, the notes are valued using non-binding
market consensus prices that the Company seeks to corroborate with observable market data.
Hedged Fixed Rated Debt: The interest rate swap agreements convert the fixed interest rate to a variable rate
based on LIBOR. These agreements are designated as hedges of the changes in fair value of the underlying debt
obligation attributable to changes in interest rates and are accounted for as fair value hedges. The fair value of
these interest rate swap agreements is reflected in the Consolidated Balance Sheet within Other Current Assets or
Accounts Payable and Accrued Expenses, with an offsetting amount recorded in the Current portion of long-term
debt to adjust the carrying amount of the hedged debt obligation.
65
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
Interest Rate Swap Lock Agreement: The Company entered into interest rate swap lock agreements to hedge
the risk of changes in the interest payments attributable to changes in the benchmark LIBOR interest rate
associated with anticipated issuances of debt. The notional amount of the interest rate swap lock agreements
is $250.0. These interest rate swap lock agreements have been designated as hedges of the changes in fair value
of the underlying debt obligation attributable to changes in interest rates and are accounted as fair value hedges.
The fair value of these interest rate swap lock agreements is reflected in the Consolidated Balance Sheet within
Deferred and Other Long-term Liabilities.
Other: The carrying amounts of accounts receivable, and accounts payable and accrued expenses, approximated
estimated fair values as of December 31, 2018 and 2017.
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. 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.
The Company formally designates and documents qualifying instruments as hedges of underlying exposures
when it enters into derivative arrangements. Changes in the fair value of derivatives designated as hedges and
qualifying for hedge accounting are recorded in other comprehensive income and reclassified into earnings
during the period in which the hedged exposure affects earnings. The Company reviews the effectiveness of its
hedging instruments on a quarterly basis. If the Company determines that a derivative instrument is no longer
effective in offsetting changes in fair values or cash flows, it recognizes the hedge ineffectiveness in current
period earnings and discontinues hedge accounting with respect to the derivative instrument. Changes in the fair
value of derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in
current period earnings. Upon termination of cash flow hedges, the Company reclassifies gains and losses from
other comprehensive income based on the timing of the underlying cash flows, unless the termination results
from the failure of the intended transaction to occur in the expected timeframe. Such untimely transactions
require immediate recognition in earnings of gains and losses previously recorded in other comprehensive
income.
During 2018 and 2017, the Company used derivative instruments to mitigate risk, some of which were
designated as hedging instruments. The tables following the discussion of the derivative instruments below
summarize the fair value of the Company’s derivative instruments and the effect of derivative instruments on the
Company’s consolidated statements of income and on other comprehensive income.
Derivatives Designated as Hedging Instruments
Diesel Fuel Hedges
The Company uses independent freight carriers to deliver its products. These carriers currently charge the
Company a basic rate per mile for diesel fuel price increases. During 2018 and 2017, the Company entered into
hedge agreements with counterparties to mitigate the volatility of diesel fuel prices, and not to speculate in the
future price of diesel fuel. 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
66
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
pays to it common carriers. The agreements covered approximately 64% of the Company’s 2018 diesel fuel
requirements and are expected to cover approximately 79% and 50% of the Company’s estimated diesel fuel
requirements for 2019 and 2020, respectively. These diesel fuel hedge agreements qualify for hedge accounting.
Therefore, changes in the fair value of such agreements are recorded under Accumulated Other Comprehensive
Income (Loss) on the Consolidated Balance Sheet.
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, and U.S. Dollar/
Australian Dollar.
The Company enters into forward exchange contracts to reduce the impact of foreign exchange rate fluctuations
related to anticipated but not yet committed sales or purchases denominated in U.S. Dollar, Canadian Dollar, Pound,
Euro, Mexican Peso, and Australian Dollar. The Company entered into forward exchange contracts to hedge itself
from the risk that, due to fluctuations in currency exchange rates, it would be adversely affected by net cash outflows.
The face value of the unexpired contracts as of December 31, 2018 totaled $146.6 in U.S. Dollars, of which all
qualifies as foreign currency cash flow hedges and, therefore, changes in the fair value of the contracts are recorded in
Accumulated Other Comprehensive Income (Loss) and reclassified to earnings when the hedged transaction affected
earnings.
Interest Rate Swaps
On December 9, 2014, the Company entered into interest rate swap agreements that effectively convert the
interest rate on the $300.0 aggregate principal amount of 2.45% senior notes, due December 15, 2019, to a
floating rate of three-month LIBOR plus a fixed spread of 0.756%. These interest rate swap agreements have
been designated as hedges of the changes in fair value of the underlying debt obligation attributable to changes in
interest rates and are accounted as fair value hedges. The fair value of these interest rate swap agreements is
reflected in the Consolidated Balance Sheet within Other Current Assets or Accounts Payable and Accrued
Expenses, with an offsetting amount recorded in the Current portion of long-term debt to adjust the carrying
amount of the hedged debt obligation.
Interest Rate Swap Lock Agreement
The Company entered into interest rate swap lock agreements to hedge the risk of changes in the interest
payments attributable to changes in the benchmark LIBOR interest rate associated with anticipated issuances of
debt. The notional amount of the interest rate swap locks is $250.0. These interest rate swap lock agreements
have been designated as hedges of the changes in fair value of the underlying debt obligation attributable to
changes in interest rates and are accounted as fair value hedges. The fair value of these interest rate swap lock
agreements is reflected in the Consolidated Balance Sheet within Deferred and Other Long-term Liabilities.
Commodity Hedges
The Company is subject to exposure due to changes in prices of commodities used in production. To limit
the effects of fluctuations in the future market price paid and related volatility in cash flows, the Company enters
into Over-the-Counter commodity forward swap contracts. These agreements cover approximately 60% of the
Company’s 2018 and 2019 exposure. These hedges are designated as cash flow hedges for accounting purposes
67
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
and, therefore, changes in the fair value of the contracts are recorded in Accumulated Other Comprehensive
Income (Loss) and reclassified to earnings when the hedged transaction affected earnings. The fair value of these
commodity hedge agreements is reflected in the Consolidated Balance Sheet within Other Current Assets and
Accounts Payable and Accrued Expenses.
Derivatives not Designated as Hedging Instruments
Equity Derivatives
The Company has entered into equity derivative contracts covering the Common Stock in order to minimize
its liability under its Executive Deferred Compensation Plan resulting from changes in the quoted fair values of
the Common Stock to participants who have investments under the Plan in a notional Common Stock fund. 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 statement of income.
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:
Derivatives designated as hedging instruments
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap lock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diesel fuel contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities contracts
Notional
Amount
Notional
Amount
December 31,
2018
December 31,
2017
$
$
$
146.6
300.0
250.0
8.2 gallons
94.7 pounds
$
$
$
91.6
300.0
0.0
3.0 gallons
28.3 pounds
Derivatives not designated as hedging instruments . . . . . . . . . . . . . . . . . . . .
Equity derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
21.0
$
22.2
The fair values and amount of gain (loss) recognized in income and other comprehensive income associated
with the derivative instruments disclosed above do not have a material impact on the Company’s consolidated
financial statements.
4. Inventories
Inventories consist of the following:
Raw materials and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2018
December 31,
2017
$ 84.4
34.1
264.3
$382.8
$ 85.6
30.8
214.3
$330.7
On April 1, 2018, the Company changed its method of accounting for inventories from last-in-first-out
(“LIFO”) to first-in-first-out (“FIFO”) for the approximately 17% of consolidated inventory not previously valued
using FIFO. Substantially all of the Company’s Specialty Products Division segment inventory as well as domestic
68
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
inventory sold primarily under the ARM & HAMMER trademark in the Consumer Domestic segment was
previously determined using LIFO. After this change, the value of all of the Company’s inventory was determined
by the FIFO method. The Company believes this change is preferable as the predominant method to value inventory
has been FIFO, which will provide a uniform costing method across all inventory. Prior financial statements have
not been retroactively adjusted due to immateriality. The cumulative effect of the change in accounting principle of
approximately $4.0 pre-tax was recorded as a decrease to cost of goods sold for the quarter ending June 30, 2018.
5. Property, Plant and Equipment, Net (“PP&E”)
PP&E consist of the following:
December 31,
2018
December 31,
2017
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office equipment and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
27.8
301.3
716.7
97.9
73.8
49.7
$
27.9
300.3
699.3
95.8
66.7
36.4
Gross PP&E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,267.2
669.0
1,226.4
618.7
Net PP&E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 598.2
$ 607.7
For the Year Ended December 31,
2018
2017
2016
Depreciation and amortization on PP&E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$64.4
$60.9
$59.7
6. Acquisitions
On March 8, 2018, the Company purchased Passport Food Safety Solutions, Inc. (“Passport”). Passport sells
products for pre- and post-harvest treatment in the poultry, swine, and beef production markets (the “Passport
Acquisition”). The total purchase price was approximately $50.0, which is subject to an additional payment of up
to $25.0 based on sales performance through 2020. Passport’s annual sales were approximately $21.0 in
2017. The Passport Acquisition was funded with short-term borrowings and is managed in the SPD segment.
The fair values of the net assets acquired are set forth as follows:
Inventory and other working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names and other intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018
Passport
$ 3.3
1.0
28.5
32.5
(1.1)
(7.1)
(7.3)
Cash purchase price (net of cash acquired) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$49.8
69
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
The life of the amortizable intangible assets recognized from the Passport Acquisition ranges from 10 - 15
years. The goodwill is a result of expected synergies from combined operations of the acquisition and the
Company. Pro forma results are not presented because the impact is not material to the Company’s consolidated
financial results.
On August 7, 2017, the Company acquired Pik Holdings, Inc. (“Waterpik”), a water-jet technology company
that designs and sells both oral water flossers and replacement showerheads (the “Waterpik Acquisition”). The total
purchase price was $1,024.6 (net of cash acquired). Waterpik’s annual sales were approximately $265.0 for the
trailing twelve months through June 30, 2017. The Company financed the Waterpik Acquisition with proceeds from
its underwritten public offering of $1,425.0 aggregate principal amount of Senior Notes (as defined in Note 9)
completed on July 25, 2017. Subsequent to the Waterpik Acquisition, Waterpik is managed by the Consumer
Domestic and Consumer International segments.
The fair values of the net assets acquired are set forth as follows:
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade name (indefinite lived) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017
Waterpik
$
95.4
28.4
644.7
146.1
425.8
(31.8)
(284.0)
Cash purchase price (net of cash acquired) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,024.6
The life of the amortizable intangible assets recognized from the Waterpik Acquisition will be amortized over 15
years. The goodwill is a result of expected synergies from combined operations of the acquisition and the Company.
The following unaudited pro forma information is based on the Company’s historical data and assumptions for
consolidated results of operations, and gives effect to the Waterpik Acquisition as if the acquisition occurred on
January 1, 2016. These unaudited pro forma results include adjustments having a continuing impact on the Company’s
consolidated statements of income. These adjustments primarily consist of adjustments to depreciation for the fair
value and depreciable lives of property and equipment, amortization of intangible assets, stock compensation expense,
interest expense and adjustments to tax expense based on condensed consolidated pro forma results. These results have
been prepared using assumptions the Company’s management believes are reasonable, are not necessarily indicative of
the actual results that would have occurred if the acquisition had occurred on January 1, 2016, and are not necessarily
indicative of the results that may be achieved in the future, including but not limited to the realization of operating
synergies that the Company may realize as a result of the acquisition.
Unaudited condensed consolidated pro forma results
Twelve Months Ended
Twelve Months Ended
December 31, 2017
December 31, 2016
Reported
Pro forma Reported
Pro forma
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share—Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share—Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,776.2
$ 743.4
2.97
$
2.90
$
$3,936.2
$ 753.4
3.01
$
2.94
$
$3,493.1
$ 459.0
1.78
$
1.75
$
$3,739.3
$ 467.2
1.81
$
1.78
$
70
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
On May 1, 2017, the Company acquired Agro BioSciences, Inc. (“Agro”), an innovator and leader in
developing custom probiotic products for poultry, cattle and swine (the “Agro Acquisition”). The total purchase
price was approximately $75.0, and an additional payment of up to $25.0 after 3 years based on sales
performance. Agro’s annual sales were approximately $11.0 in 2016. The Agro Acquisition was funded with
short-term borrowings and is managed in the SPD segment.
The fair values of the net assets acquired are set forth as follows:
Inventory and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names and other intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017
Agro
$ 2.5
37.0
53.4
(17.8)
Cash purchase price (net of cash acquired) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 75.1
The life of the amortizable intangible assets recognized from the Agro Acquisition ranges from 5—15 years. The
goodwill is a result of expected synergies from combined operations of the acquisition 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. Subsequent to the acquisition, the Company increased the estimate of the contingent consideration liability $5.4
from $17.8 to $23.2 based on updated sales forecasts. However in 2018, the Company lowered its estimate by $7.5 to
$15.7 based on updated sales forecasts. The reduction was recorded in SG&A in the SPD segment.
On January 17, 2017, the Company acquired the Viviscal business (“VIVISCAL”) from Lifes2Good Holdings
Limited for $160.3 (the “Viviscal Acquisition”). VIVISCAL is a leading hair care supplement brand both in the
U.S. and the U.K. with global annual sales of $44.0 in 2016. The VIVISCAL brand is complementary to the
Company’s global BATISTE dry shampoo and TOPPIK hair care business. The Viviscal Acquisition was funded
with short-term borrowings and is managed by the Consumer Domestic and Consumer International segments.
The fair values of the net assets acquired are set forth as follows:
Inventory and other working capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names and other intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017
Viviscal
$ 10.3
119.6
36.9
(6.5)
Cash purchase price (net of cash acquired) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$160.3
The life of the amortizable intangible assets recognized from the Viviscal Acquisition ranges from 15 - 20
years. The goodwill is a result of expected synergies from combined operations of the acquisition 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.
On December 22, 2016, the Company acquired the ANUSOL and RECTINOL business from Johnson &
Johnson, Inc. for $130 (the “Anusol Acquisition”). ANUSOL and RECTINOL are the leading hemorrhoid care
71
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
brands in each market in which they operate, primarily in the U.K., Canada, Australia and South Africa with total
annual sales of $24 in 2016. The Anusol Acquisition was funded with additional short-term borrowings and is
managed in the Consumer International segment.
The fair values of the net assets acquired are set forth as follows:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory and other working capital
Trade names and other intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016
Anusol
$
0.5
91.7
37.8
Cash purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$130.0
The life of the amortizable intangible assets recognized from the Anusol Acquisition ranges from 15 - 20 years.
The goodwill is a result of expected synergies from combined operations of the acquisition and the Company. Pro
forma results are not presented because the impact is not material to the Company’s consolidated financial results.
On January 4, 2016, the Company acquired Spencer Forrest, Inc., the maker of TOPPIK, the leading brand of
hair building fibers for people with thinning hair for a total purchase price was $175.3 (the “Toppik Acquisition”).
The Company financed the TOPPIK Acquisition with short-term borrowings. The TOPPIK brand is managed in the
Consumer Domestic and Consumer International segments.
The fair values of the net assets acquired are set forth as follows:
Inventory and other working capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment and other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names and other intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016
Toppik
$
9.3
0.2
115.8
52.3
(2.3)
Cash purchase price (net of cash acquired) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$175.3
The life of the amortizable intangible assets recognized from the Toppik Acquisition ranges from 10 - 20
years. The goodwill is a result of expected synergies from combined operations of the acquisition and the
Company. Pro forma results are not presented because the impact is not material to the Company’s consolidated
financial results.
The goodwill and other intangible assets associated with the Waterpik Acquisition and the Passport
Acquisition are not deductible for U.S. tax purposes. The goodwill and other intangible assets associated with the
Agro, Viviscal, Anusol, and Toppik Acquisitions are deductible for U.S. tax purposes.
72
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
7. Goodwill and Other Intangibles, Net
The following table provides information related to the carrying value of all intangible assets, other than
goodwill:
December 31, 2018
December 31, 2017
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amortization
Period
(Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amortizable intangible assets:
Trade names . . . . . . . . . . . . . . $ 578.6
506.3
Customer Relationships . . . . .
165.4
Patents/Formulas . . . . . . . . . .
0.4
. . .
Non-Compete Agreement
$(175.2) $403.4
285.5
(220.8)
103.9
(61.5)
0.1
(0.3)
3-20
15-20
4-20
5-10
$ 576.7
480.5
165.4
0.4
$(145.2) $431.5
290.3
(190.2)
113.7
(51.7)
0.2
(0.2)
Total . . . . . . . . . . . . . . . . . . . . $1,250.7
$(457.8) $792.9
$1,223.0
$(387.3) $835.7
Indefinite lived intangible assets—
Carrying value
December 31,
2018
Trade names . . . . . . . . . . . . . . $1,481.1
December 31,
2017
$1,484.8
The Company determined that the carrying value of its trade names as of December 31, 2018 and 2017, was
recoverable based upon the forecasted cash flows and profitability of the brands. In 2017 there was a personal
care trade name that, based on recent performance, had experienced sales and profit declines that had eroded a
significant portion of the excess between fair and carrying value, which could potentially result in an impairment
of the asset. In 2017, this excess had been reduced due in large part to an increased competitive market
environment therefore resulting in reduced cash flow projections. The performance of the tradename improved in
2018, thereby increasing the excess between fair value and carrying value. The Company continues to monitor
performance and should there be any significant change in forecasted assumptions or estimates, including sales,
profitability and discount rate, the Company may be required to recognize an impairment charge.
Intangible amortization expense amounted to approximately $71.2 for 2018, $61.0 for 2017 and $46.0 for
2016, respectively. The Company estimates that intangible amortization expense will be approximately $70.0 in
2019 and approximately $68.0 to $59.0 annually over the next five years.
During the fourth quarter of 2017, the Company determined that a Consumer Domestic tradename should be
re-characterized from indefinite lived to finite lived assets. This conclusion was based upon lower forecasted
sales and profitability and competitive pressures. This change was made after the annual impairment test was
performed in which an impairment was not indicated. The carrying value of this tradename as of December 31,
2017 was approximately $22.0 million and is being amortized over 20 years based upon the estimated cash flows.
73
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as
follows:
Consumer
Domestic
Consumer
International
Specialty
Products
Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
VIVISCAL acquired goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Agro acquired goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Waterpik acquired goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Passport acquired goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Waterpik adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,280.1
29.5
0.0
322.5
0.0
$1,632.1
0.0
1.1
Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,633.2
$113.9
7.4
0.0
101.8
0.2
$223.3
0.0
0.4
$223.7
Total
$1,444.1
36.9
$
$
53.4
$ 424.3
0.2
$1,958.9
32.5
1.5
$ 50.1
0.0
53.4
0.0
0.0
$103.5
32.5
0.0
$136.0
$1,992.9
The result of the Company’s annual goodwill impairment test, performed in the beginning of the second
quarter of 2018, 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. The Company has never incurred
a goodwill impairment charge.
8. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued marketing and promotion costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued wages and related benefit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2018
December 31,
2017
$430.2
116.2
84.2
94.5
$725.1
$398.9
108.4
61.8
90.0
$659.1
74
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
9. Short-Term Borrowings and Long-Term Debt
Short-term borrowings and long-term debt consist of the following:
December 31,
2018
December 31,
2017
Short-term borrowings
Commercial paper issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Various debt due to international banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
0.0
1.8
1.8
$ 268.7
2.2
$ 270.9
Long-term debt
Floating Rate Senior notes due January 25, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.45% Senior notes due December 15, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.45% Senior notes due August 1, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.875% Senior notes due October 1, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.15% Senior notes due August 1, 2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.95% Senior notes due August 1, 2047 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value adjustment asset (liability) related to hedged fixed rate debt instrument . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt
Less: current maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 300.0
300.0
0.0
300.0
(0.3)
400.0
(0.1)
425.0
(0.4)
400.0
(2.8)
(13.1)
(3.0)
2,105.3
(596.5)
$ 300.0
300.0
(0.1)
300.0
(0.3)
400.0
(0.2)
425.0
(0.4)
400.0
(2.9)
(15.5)
(2.2)
2,103.4
0.0
Net long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,508.8
$2,103.4
Revolving Credit Facility
On March 29, 2018, we replaced our former $1,000.0 unsecured revolving credit facility that was scheduled to
terminate on December 4, 2020 with a new $1,000.0 unsecured revolving credit facility (the “Credit Agreement”).
Under the Credit Agreement, we have the ability to increase our borrowing up to an additional $600.0, subject to
lender commitments and certain conditions as described in the Credit Agreement. Borrowings under the Credit
Agreement are available for general corporate purposes and are used to support our $1,000.0 commercial paper
program. Unless extended, the Credit Agreement will terminate and all amounts outstanding thereunder will be due
and payable on March 29, 2023.
Interest on the Company’s borrowings under the Credit Agreement will accrue at a per annum rate equal to the
sum of (x) either (at the Company’s option) (i) the adjusted LIBOR rate (generally, the LIBOR rate for an interest
period selected by the Company and adjusted for statutory reserves) or (ii) the Base Rate (generally equal to the
highest of (a) the Federal Funds Rate plus 0.50%, (b) Bank of America’s “prime rate” and (c) the adjusted LIBOR
rate for an interest period of one-month plus 1.00%), in any case not less than zero, plus (y) the applicable margin.
The applicable margin is determined based upon the corporate credit rating of the Company and ranges from
0.875% to 1.500% per annum, in the case of any borrowing bearing interest by reference to the adjusted LIBOR
rate, and 0% to 0.50%, in the case of any borrowing bearing interest by reference to the Base Rate. In addition, the
Company will bear certain customary fees, including a commitment fee, determined based upon the corporate credit
75
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
rating of the Company and ranging from 0.070% to 0.175% per annum on the aggregate unused commitments under
the Credit Agreement, and additional issuance fees and participation fees in respect of any letters of credit issued
under the Credit Agreement.
The Credit Agreement contains customary affirmative and negative covenants, including without limitation,
restrictions on the indebtedness, liens, investments, asset dispositions, fundamental changes, changes in the
nature of the business conducted, affiliate transactions, burdensome agreements and use of proceeds.
Under the Credit Agreement, the Company is required to maintain its leverage ratio, defined as the ratio of
its Consolidated Funded Indebtedness (as defined in the Credit Agreement) to EBITDA, at a level no greater than
3.75 to 1.00 (or, to the extent the Company or any Subsidiary has consummated a material acquisition , (i) at a
level no greater than 4.25:1.00 for the 12 month period commencing on the date the Company or any Subsidiary
consummates the first material acquisition after the closing date and (ii) at a level no greater than 4.25:1.00 for
the 12 month period commencing on the date the Company or any Subsidiary consummates any additional
material acquisition, provided that the Company has maintained a leverage ratio of 3:75:1.00 or less during each
of the immediately preceding four consecutive fiscal quarters before the date of such additional material
acquisition).
The Credit Agreement also contains customary events of default, including failure to make certain payments
under the Credit Agreement 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.
$1.425M Senior Notes
The Company financed the Waterpik Acquisition with a portion of the proceeds from an underwritten public
offering of $1,425.0 aggregate principal amount of Senior Notes completed on July 25, 2017, consisting of
$300.0 aggregate principal amount of Floating Rate Senior Notes due 2019, $300.0 aggregate principal amount
of 2.45% Senior Notes due 2022, $425.0 aggregate principal amount of 3.15% Senior Notes due 2027 and $400.0
aggregate principal amount of 3.95% Senior Notes due 2047 (collectively, the “Senior Notes”). The Floating
Rate Senior Notes which matured and were repaid in full on January 25, 2019, bore interest at a rate, reset
quarterly, equal to three-month U.S. Dollar London Interbank Offered Rate (“LIBOR”) plus 0.15%. The
remaining proceeds of the offering of the Senior Notes were used to pay down in its entirety and terminate the
Company’s $200.0 term loan borrowed in the second quarter of 2017 and to repay a portion of the Company’s
outstanding commercial paper borrowings.
2.45% Senior Notes
On December 9, 2014, the Company issued $300.0 aggregate principal amount of 2.45% Senior Notes due
2019 (the “2019 Notes”). The 2019 Notes were issued under the first supplemental indenture (the “First
Supplemental Indenture”), dated December 9, 2014, to the indenture dated December 9, 2014 (the “Base
Indenture”), between the Company and Wells Fargo Bank, N.A., as trustee. Interest on the 2019 Notes is payable
semi-annually, on each June 15 and December 1. The 2019 Notes will mature on December 15, 2019, unless
earlier retired or redeemed.
76
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
2.875% Senior Notes
On September 26, 2012, the Company issued $400.0 aggregate principal amount of 2.875% Senior Notes
due 2022 (the “2022 Notes”). The 2022 Notes were issued under the second supplemental indenture dated
September 26, 2012 (the “BNY Mellon Second Supplemental Indenture”) to the indenture dated December 15,
2010 (the “BNY Mellon Base Indenture”) between the Company and The Bank of New York Mellon Trust
Company, N.A. (“BNY Mellon”), as trustee. Interest on the 2022 Notes is payable semi-annually, on each
April 1 and October 1. The 2022 Notes will mature on October 1, 2022, unless earlier retired or redeemed.
Commercial Paper
The Company has an agreement with four banks to establish a commercial paper program (the “Program”).
Under the Program, the Company may issue notes from time to time up to an aggregate principal amount
outstanding at any given time of $1,000.0. The Program was amended on February 23, 2017 to increase the
amount from $500.0 to $1,000.0. The maturities of the notes will vary but may not exceed 397 days. The notes
will be sold under customary terms in the commercial paper market and will be issued at a discount to par or,
alternatively, will be sold at par and will bear varying interest rates based on a fixed or floating rate basis. The
interest rates will vary based on market conditions and the ratings assigned to the notes by the rating agencies
designated in the agreement at the time of issuance. Subject to market conditions, the Company intends to utilize
the Program as its primary short-term borrowing facility and does not intend to sell unsecured commercial paper
notes in excess of the available amount under the revolving credit agreement. If, for any reason, the Company is
unable to access the commercial paper market, the revolving credit facility would be utilized to meet the
Company’s short-term liquidity needs. The Company did not have any commercial paper outstanding as of
December 31, 2018 and had $268.7 as of December 31, 2017 with a weighted-average interest rate of
approximately 1.6%.
Interest Rate Swaps
Concurrent with the 2019 Notes offering, the Company entered into interest rate swaps to hedge changes in
the fair value of the 2019 Notes. Under the terms of the swaps, the counterparties will pay the Company a fixed
rate of 2.45% and the Company will pay interest at a floating rate of three-month LIBOR plus a fixed spread of
0.756%. The fair value of these interest rate swap agreements is reflected in the Consolidated Balance Sheet
within Other Current Assets or Accounts Payable and Accrued Expenses, with an offsetting amount recorded in
the Current portion of long-term debt to adjust the carrying amount of the hedged debt obligation.
10. Income Taxes
The components of income before taxes are as follows:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$671.8
47.7
$683.2
9.5
$665.0
40.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$719.5
$692.7
$705.9
2018
2017
2016
77
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
The following table summarizes the provision for U.S. federal, state and foreign income taxes:
Current:
U.S. federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$103.4
23.4
13.0
$ 146.7
29.0
11.2
$183.4
27.2
11.4
2018
2017
2016
Deferred:
U.S. federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139.8
186.9
222.0
5.4
4.6
1.1
(235.0)
3.8
(6.4)
11.1
(237.6)
19.2
4.1
1.6
24.9
Total provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$150.9
$ (50.7) $246.9
Deferred tax assets (liabilities) consist of the following at December 31:
Deferred tax assets:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension, postretirement and postemployment benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credit carryforwards/other tax attributes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names and other intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment
2018
2017
$
3.4
44.8
5.8
22.1
10.7
10.8
97.6
(24.5)
73.1
$
3.7
45.5
7.5
23.4
3.9
11.6
95.6
(23.5)
72.1
(165.6)
(420.1)
(62.1)
(153.6)
(411.8)
(65.8)
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(647.8)
(631.2)
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(574.7) $(559.1)
Long term net deferred tax asset
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long term net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.7
(576.4)
2.1
(561.2)
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(574.7) $(559.1)
78
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
The difference between tax expense and the tax that would result from the application of the federal
statutory rate is as follows:
Statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax that would result from use of the federal statutory rate . . . . . . . . . . . . . . . . . . . . .
State and local income tax, net of federal effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Varying tax rates of foreign affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit from domestic manufacturing deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation Allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Options Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US Tax Reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018
2017
2016
21%
35%
35%
$151.1
22.1
3.3
0.0
1.0
(22.1)
0.0
(4.5)
$ 242.4
21.4
(0.1)
(15.2)
(6.2)
(15.1)
(272.9)
(5.0)
$247.1
20.3
(4.1)
(14.2)
2.9
0.0
0.0
(5.1)
Recorded tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$150.9
$ (50.7) $246.9
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.0% -7.3% 35.0%
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to
as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly changed the U.S. corporate income tax
regime by, among other things, lowering U.S. corporate income tax rates to 21%. However, the Tax Act
eliminated the domestic manufacturing deduction and moves toward a territorial system, which also eliminated
the ability to credit certain foreign taxes that existed prior to enactment of the Tax Act. As part of the transition to
the new territorial tax system, the Tax Act imposed a one-time repatriation tax on a deemed repatriation of
historical earnings of foreign subsidiaries. In the year ended December 31, 2018, the Company repatriated
approximately $150.0 of its non-U.S. earnings and paid the associated withholding tax. In addition, the reduction
of the U.S. corporate tax rate caused the Company to adjust its U.S. deferred tax assets and liabilities to the lower
federal base rate of 21%. These provisional impacts resulted in a reduction of tax expense of approximately
$273.0 for the quarter and year ended December 31, 2017. This was primarily due to the adjustment to the U.S.
deferred tax assets and liabilities.
The changes included in the Tax Act are broad and complex. The Commission has issued guidance that
allows for a measurement period of up to one year after the enactment date of the Tax Act to finalize the
recording of the provisional tax impact originally recorded in the quarter and year ended December 31, 2017.
This measurement period expired in the fourth quarter of 2018, and there were no adjustments to the provisional
tax impact of approximately $273.0 recorded in the quarter and year ended December 31, 2017.
At December 31, 2018, certain foreign subsidiaries of the Company had net operating loss carryforwards of
approximately $34.0. Approximately $0.6 of such net operating loss carryforwards expire on various dates
through December 31, 2023. The remaining net operating loss carryforwards are not subject to expiration.
The Company believes that it is more likely than not that the benefit from most of these net operating loss
carryforwards will not be realized. In recognition of this risk, the Company has provided a valuation allowance of
$10.3 and $11.2 at December 31, 2018 and 2017, respectively, on the deferred tax asset relating to these net
operating loss carryforwards.
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 $1.9 and $2.4 at December 31, 2018 and 2017, respectively, on these deferred tax assets.
79
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
Due to changes in the ability to credit certain foreign taxes resulting from the Tax Act, the Company
determined that it is more likely than not that the benefit from certain foreign tax credit carryforwards will not be
realized. In recognition of this risk, the Company established a valuation allowance of $9.9 at December 31, 2017
and maintained a valuation allowance of $12.3 at December 31, 2018 on the deferred tax asset relating to these
foreign tax credit carryforwards.
In 2015, the Company reported an impairment charge relating to its investment in Natronx. At the time, the
Company believed that it was more likely than not that a tax benefit relating to the impairment would not be
realized. In recognition of this risk, the Company established a valuation allowance of $7.7 in 2015. The
Company has since determined that it was more likely than not that the tax benefit relating to the impairment
would be realized and reversed the valuation allowance in 2017.
The Tax Act imposed a one-time repatriation tax on deemed repatriation of historical earnings of foreign
subsidiaries in 2017, and moved toward a territorial tax system. As a result, the Company will no longer have
undistributed earnings of foreign subsidiaries that are considered to be permanently reinvested outside of the U.S.
The Company has recorded liabilities in connection with uncertain tax positions, which, although
supportable by the Company, may be challenged by tax authorities. Under applicable accounting guidance, these
tax positions do not meet the minimum threshold required for the related tax benefit to be recognized in the
income statement. The Company had no uncertain tax positions or unrecognized tax benefits at December 31,
2017 and 2016.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Unrecognized tax benefits at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross increases—tax positions in prior period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross decreases—tax positions in prior period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018
2017
2016
$ 0.0
5.1
0.0
0.0
(0.4)
$0.0
0.0
0.0
0.0
0.0
$0.0
0.0
0.0
0.0
0.0
Unrecognized tax benefits at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4.7
$0.0
$0.0
Included in the balance of unrecognized tax benefits at December 31, 2018 is $3.9 of tax benefits that, if
recognized, would affect the effective tax rate. Also included in the balance of unrecognized tax benefits at
December 31, 2018 is $0.8 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 IRS has completed its audit of tax years through 2014. The Company is currently under audit
by several state and international taxing authorities for the years 2013 through 2016. In addition, certain statutes
of limitations are scheduled to expire in the near future. It is reasonably possible that a decrease of approximately
$0.4 in the unrecognized tax benefits may occur within the next twelve months related to the settlement of these
audits or the lapse of applicable statutes of limitations.
The Company’s policy for recording interest associated with income tax examinations is to record interest
as a component of Income before Income Taxes. During the twelve months ended December 31, 2018, the
Company recognized approximately $0.2 in interest expense associated with uncertain tax positions. As of
December 31, 2018, the Company had $0.3 in accrued interest expense related to unrecognized tax benefits.
80
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
11. Stock Based Compensation Plans and Other Benefit Plans
The Company has options outstanding under four equity compensation plans. Under the Amended and
Restated Omnibus Equity Plan, the Company may grant options and other stock-based awards to employees and
directors. Under the 1983 Stock Option Plan and the Stock Award Plan, the Company granted options to key
management employees. Under the Stock Option Plan for Directors, the Company granted options to
non-employee directors. Following adoption of the original Omnibus Equity Plan by stockholders in 2008, no
further grants were permitted under the other equity compensation plans. Options outstanding under the plans are
issued at market value on the date of grant (with the exception of options granted to former Waterpik employees
as part of the Waterpik Acquisition), vest on the third anniversary of the date of grant and must be exercised
within 10 years of the date of grant. If, upon termination of a participant’s employment (other than a termination
for cause), a participant is at least 55 years old, has at least five years of service, and the sum of the participant’s
age and years of service is at least 65, the participant may exercise any stock options granted in 2007 or later
within a period of three years from the date of termination or, if earlier, the date such stock options otherwise
would have expired, subject to specified conditions. Issuances of Common Stock to satisfy employee option
exercises currently are made from treasury stock.
Stock option transactions for the three years ended December 31, 2018 were as follows:
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding as of December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding as of December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding as of December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options
17.2
2.1
(3.0)
(0.3)
16.0
2.1
(1.8)
(0.2)
16.1
2.0
(3.3)
(0.1)
Outstanding as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . .
14.7
$25.89
46.75
16.96
39.60
$30.06
48.39
23.06
43.64
$33.11
50.77
23.07
48.54
$37.63
Exercisable as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . .
8.8
$29.82
81
5.6
4.0
$412.5
$314.7
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
The following table summarizes information relating to options outstanding and exercisable as of
December 31, 2018:
Range of
Exercise Prices
$0.01 - $25.00
$25.01 - $30.00
$30.01 - $35.00
$35.01 - $40.00
$40.01 - $45.00
$45.01 - $50.00
$50.01 - $55.00
$55.01 - $60.00
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Options Outstanding
Options Exercisable
Outstanding
as of
12/31/2018
Weighted
Average
Remaining
Contractual Life
Weighted
Average
Exercise
Price
Exercisable
as of
12/31/2018
Weighted
Average
Exercise
Price
2.3
1.4
3.5
0.0
2.4
1.4
3.6
0.1
14.7
1.9
3.4
4.7
5.8
6.3
6.7
8.7
9.8
5.6
$17.04
$26.92
$32.73
$36.06
$41.88
$49.15
$51.93
$59.42
$37.63
2.2
1.4
3.5
0.0
1.7
0.0
0.0
0.0
8.8
$17.66
$26.92
$32.73
$36.06
$41.92
$46.64
0.0
$
0.0
$
$29.82
The table above represents the Company’s estimate of options fully vested and expected to vest. Expected
forfeitures are not material and, therefore, are not reflected in the table above.
The following table provides information regarding the intrinsic value of stock options exercised and stock
compensation expense related to stock option awards:
Intrinsic Value of Stock Options Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Compensation Expense Related to Stock Option Awards . . . . . . . . . . . . . . . . . . .
Issued Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted Average Fair Value of Stock Options issued (per share)
. . . . . . . . . . . . . . . .
Fair Value of Stock Options Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$109.6
$ 21.3
2.0
$ 9.79
$ 19.4
$ 48.0
$ 15.7
2.1
$12.90
$ 27.8
$91.5
$14.4
2.1
$7.57
$16.1
2018
2017
2016
The following table provides a summary of the assumptions used in the valuation of issued stock options:
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected life in years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.9% 2.0% 1.7%
7.3
6.9
17.1%16.7% 17.0%
1.7% 1.4% 1.5%
6.8
2018
2017
2016
The fair value of stock options is based upon the Black Scholes option pricing model. The Company
determined the stock options’ lives based on historical exercise behavior and their expected volatility and
dividend yield based on the historical changes in stock price and dividend payments. The risk free interest rate is
based on the yield of an applicable term Treasury instrument.
As of December 31, 2018, there was a fair value of $15.3 related to unamortized stock option compensation
expense, which is expected to be recognized over the next three years. The Company’s Consolidated Statements of
Cash Flow reflect an add back to Net Cash Provided by Operating Activities of $23.3, $18.1 and $16.0 in 2018,
2017 and 2016, respectively, for non-cash compensation expense, primarily stock option expense. The excess tax
benefits on stock options exercised for 2018, 2017 and 2016 was $22.1, $15.1 and $30.0, respectively.
82
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
During 2018, the Company issued cash settled restricted shares to all employees. These shares follow the
vesting schedule under the Amended and Restated Omnibus Equity Plan. As a result, the Company recorded
stock compensation expense and a corresponding liability of $1.6. The unamortized amount is approximately
$3.1 based on the year-end stock price.
Other Benefit Plans
International Pension Plan Termination
In 2016, the Company authorized the termination of international defined benefit pension plans under which
approximately 336 participants, including 53 active employees, had accrued benefits. The Company completed
the termination of this plan in the second quarter of 2017. In addition to plan assets, the Company made a
one-time payment of $7.5 to purchase annuities for participants. The Company recorded a one-time SG&A
expense of $39.2 ($31.5 after tax) in the Consumer International segment in the second quarter of 2017. This
expense primarily included the effect of the additional cash payment required at settlement and pension
settlement accounting rules which require accelerated recognition of actuarial losses that were to be amortized
over the expected benefit lives of participants. As of June 30, 2017, the Company had no further obligations with
respect to material defined benefit pension plans.
Deferred Compensation Plans
The Company maintains a 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 incentive bonus. The amounts
deferred under this plan are credited with earnings or losses based upon changes in values of notional investments
elected by the plan participant. The investment options available include notional investments in various stock, bond
and money market funds as well as our Common Stock. Each plan participant is fully vested in the amounts the
participant defers. The plan also functions as an “excess” plan whereby profit sharing contributions that cannot
otherwise be contributed to the qualified savings and profit sharing plan due to limitations under Department of
Treasury regulations are credited to this plan. These contributions vest under the same vesting schedule applicable
to the qualified plan.
The liability to plan participants for contributions designated for notional investment in Common Stock is
based on the quoted fair value of the Common Stock plus any dividends credited. The Company uses cash-settled
hedging instruments to minimize the cost related to the volatility of Common Stock. At December 31, 2018 and
2017, the amount of the Company’s liability under the deferred compensation plan is included in Current and
Deferred and Other Long-term Liabilities and was $92.7 and $90.6, respectively and the funded balances
recorded in Other Assets amounted to $79.4 and $81.4, respectively. The amounts charged to earnings, including
the effect of the hedges, totaled $2.4, $1.9, and $2.3 in 2018, 2017 and 2016, 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. Members of the
Board are fully vested in their account balance. As of December 31, 2018, there were approximately 280,000
shares of Common Stock from shares held as Treasury Stock in a rabbi trust to protect the interest of the
directors’ deferred compensation plan participants in the event of a change of control.
12. Share Repurchases
On November 1, 2017, the Board authorized a new share repurchase program, under which the Company may
repurchase up to $500.0 in shares of Common Stock (the “2017 Share Repurchase Program”). The 2017 Share
83
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
Repurchase Program does not have an expiration and will replace the 2016 Share Repurchase Program. The
Company also continued its 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 the Company’s incentive plans.
In December of 2017, the Company entered into an accelerated share repurchase (“ASR”) contract with a
commercial bank to purchase $200.0 of Common Stock. In the first quarter of 2018, the Company settled the ASR
contract and purchased approximately 4.1 million shares of Common Stock for $200.0, of which approximately
$110.0 was purchased under the evergreen share repurchase program and $90.0 was purchased under the 2017
Share Repurchase Program. As a result of the Company’s purchases, there remained $310.0 of share repurchase
availability under the 2017 Share Repurchase Program as of December 31, 2018.
13. 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.
The components of changes in accumulated other comprehensive income (“AOCI”) are as follows:
Foreign
Currency
Adjustments
Defined
Benefit
Plans
Derivative
Agreements
Accumulated
Other
Comprehensive
Income (Loss)
Balance December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income before reclassifications . . . . . . . . .
Amounts reclassified to consolidated statement of income(a) . . . .
Tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(38.5)
(12.1)
0.0
0.6
$(11.5)
(2.2)
0.0
0.5
$ 4.1
(5.9)
(0.1)
1.3
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . .
(11.5)
(1.7)
(4.7)
Balance December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income before reclassifications . . . . . . . . .
Amounts reclassified to consolidated statement of income(a)(b)
. .
Tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(50.0)
20.0
0.0
(1.6)
$(13.2)
3.3
11.9
(2.6)
$ (0.6)
(7.9)
2.6
1.7
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . .
18.4
12.6
(3.6)
Balance December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adoption of new accounting pronouncements (Note 1) . . . . . . . .
Other comprehensive income before reclassifications . . . . . . . . .
Amounts reclassified to consolidated statement of income(c) . . . .
Tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(31.6)
$ (0.3)
(10.6)
0.0
0.0
$ (0.6)
$ 0.1
1.9
0.0
(0.5)
$ (4.2)
$ (0.4)
(9.7)
0.0
2.3
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . .
(10.6)
1.4
(7.4)
Balance December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(42.5)
$ 0.9
$(12.0)
$(45.9)
(20.2)
(0.1)
2.4
(17.9)
$(63.8)
15.4
14.5
(2.5)
27.4
$(36.4)
$ (0.6)
(18.4)
0.0
1.8
(16.6)
$(53.6)
(a) Amounts reclassified to cost of sales or selling, general and administrative expenses.
(b)
In connection with the termination of international defined benefit pension plans, $11.9 was reclassified to
SG&A. All other amounts were reclassified to Cost of Sales.
(c) Amounts reclassified to cost of sales or interest expense.
84
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
14. Commitments, Contingencies and Guarantees
Commitments
a. Operating lease rent expense, included in income from operations, amounted to $24.5, $24.5 and $18.8 in
2018, 2017 and 2016, respectively. Beginning January 1, 2013, financing lease expense was recorded primarily
for the Company’s Corporate Headquarters building. In 2018, interest expense associated with this lease
amounted to $3.8 and depreciation expense amounted to $2.5.
The Company is obligated to pay minimum annual rentals under different operating and financing lease
agreements as follows:
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total future minimum lease commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating
Leases
Financing
Leases
$18.7
14.6
12.2
10.9
6.4
10.5
$73.3
$ 6.0
5.8
5.7
5.7
6.0
55.3
$84.5
Total
$ 24.7
20.4
17.9
16.6
12.4
65.8
$157.8
b. The Company has a partnership with a supplier of raw materials that mines and processes sodium-based
mineral deposits. The Company purchases the majority of its sodium-based raw material requirements from the
partnership. The partnership agreement terminates upon two years’ written notice by either partner. Under the
partnership agreement, the Company has an annual commitment to purchase 240,000 tons of sodium-based raw
materials at the prevailing market price. The Company is not engaged in any other material transactions with the
partnership or the partner supplier.
c. As of December 31, 2018, the Company had commitments of approximately $262.5. These commitments
include the purchase of raw materials, packaging supplies and services from its vendors at market prices to
enable the Company to respond quickly to changes in customer orders or requirements, as well as costs
associated with licensing and promotion agreements.
d. As of December 31, 2018, the Company had various guarantees and letters of credit totaling $5.2.
e. In connection with Agro Acquisition, the Company is obligated to pay an additional amount of up to
$25.0 based on sales performance in 2019. The initial fair value of this contingent liability was $17.8, which was
established in the purchase price allocation. Subsequent to the Agro Acquisition, the Company increased the
estimate of the contingent consideration liability $5.4 in the fourth quarter of 2017 from $17.8 to $23.2 based on
updated sales forecasts. However in 2018, the Company lowered its estimate by $7.5 to $15.7 based on updated
sales forecasts. The reduction was recorded in SG&A in the SPD segment. The liability will be assessed for
re-measurement at each balance sheet date leading up to the end of the 3-year period.
In connection with the Passport Acquisition, the Company is obligated to pay an additional amount of up to
$25.0 based on sales performance through 2020. The initial fair value of this contingent liability was $7.3, which
was established in the purchase price allocation. The liability will be assessed for re-measurement at each
balance sheet date leading up to December 31, 2020.
85
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
Legal proceedings
f. The Company has been named as a defendant in a breach of contract action filed by Scantibodies
Laboratory, Inc. (the “Plaintiff”) on April 1, 2014, in the U.S. District Court for the Southern District of New York.
The complaint alleges, among other things, that the Company (i) breached two agreements for the
manufacture and supply of pregnancy and ovulation test kits by switching suppliers, (ii) failed to give Plaintiff
the proper notice, (iii) failed to reimburse Plaintiff for costs and expenses under the agreements and
(iv) misrepresented its future requirements. The complaint seeks compensatory and punitive damages in an
amount in excess of $20, as well as declaratory relief, statutory prejudgment interest and attorneys’ fees and
costs.
The Company is vigorously defending itself in this matter. On September 19, 2018, the court granted the
Company’s motion for summary judgment, dismissing all claims brought by the Plaintiff. The Plaintiff has filed
an appeal.
In connection with this matter, the Company has reserved an amount that is immaterial. However, it is
reasonably possible that the Company may ultimately be required to pay all or substantially all of the damages
and other amounts sought by Plaintiff in the event the summary judgment entered in favor of the Company is
reversed.
g. In addition, in conjunction with the Company’s acquisition and divestiture activities, the Company entered
into select guarantees and indemnifications of performance with respect to the fulfillment of the Company’s
commitments under applicable purchase and sale agreements. The arrangements generally indemnify the buyer or
seller for damages associated with breach of contract, inaccuracies in representations and warranties surviving the
closing date and satisfaction of liabilities and commitments retained under the applicable contract. Representations
and warranties that survive the closing date generally survive for periods up to five years or the expiration of the
applicable statutes of limitations. Potential losses under the indemnifications are generally limited to a portion of the
original transaction price, or to other lesser specific dollar amounts for select provisions. With respect to sale
transactions, the Company also routinely enters into non-competition agreements for varying periods of time.
Guarantees and indemnifications with respect to acquisition and divestiture activities, if triggered, could have a
materially adverse impact on the Company’s financial condition, results of operations and cash flows.
h. In addition to the matters described above, from time to time in the ordinary course of its business the
Company is the subject of, or party to, various pending or threatened legal, regulatory or governmental actions or
other proceedings, including, without limitation, those relating to, intellectual property, commercial transactions,
product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety
and other compliance related matters. Such proceedings are generally subject to considerable uncertainty and
their outcomes, and any related damages, may not be reasonably predictable or estimable. While any such
proceedings could result in an adverse outcome for the Company, any such adverse outcome is not expected to
have a material adverse effect on the Company’s business, financial condition, results of operations or cash
flows.
86
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
15. Related Party Transactions
The following summarizes the balances and transactions between the Company and each of Armand and
ArmaKleen, in which the Company holds a 50% ownership interest:
Armand
ArmaKleen
Year Ended December 31, Year Ended December 31,
2018
2017
2016
Purchases by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding Accounts Payable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administration & Management Oversight Services(1) . . . . . . . . . .
$15.6
$ 0.0
$ 0.8
$ 1.0
$ 2.5
$20.5
$ 0.0
$ 0.7
$ 1.7
$ 2.4
$20.9
$ 0.0
$ 0.5
$ 1.7
$ 2.3
(1) Billed by Company and recorded as a reduction of SG&A expenses.
2018
$0.0
$1.2
$0.7
$0.0
$2.1
2017
2016
$0.0
$1.2
$0.8
$0.0
$2.0
$0.0
$1.0
$0.7
$0.0
$2.0
16. Segments
Segment Information
The Company operates three reportable segments: Consumer Domestic, Consumer International and
Specialty Products Division. These segments are determined based on differences in the nature of products and
organizational and ownership structures. The Company also has a Corporate segment.
Segment revenues are derived from the sale of the following products:
Segment
Consumer Domestic
Consumer International
SPD
Products
Household and personal care products
Primarily personal care products
Specialty chemical products
The Corporate segment income consists of equity in earnings of affiliates. As of December 31, 2018, the
Company held 50% ownership interests in each of Armand and ArmaKleen, respectively. The Company’s equity
in earnings of Armand and ArmaKleen for the year ended December 31, 2018, 2017 and 2016 are included in the
Corporate segment.
Some of the subsidiaries that are included in the Consumer International segment manufacture and sell
personal care products to the Consumer Domestic segment. These sales are eliminated from the Consumer
International segment results set forth in the table below.
87
CHURCH & DWIGHT CO., INC. AND 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, 2018:
Consumer
Domestic
Consumer
International
SPD
Corporate(1) As Reported
Net sales
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing Expenses
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, General and Administrative Expenses
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from Operations
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in Earnings of Affiliates
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Before Income Taxes
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Identifiable Assets
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital Expenditures
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation & Amortization
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,129.9
2,854.9
2,677.8
$ 709.5
621.1
525.2
1,448.9
1,380.1
1,308.8
383.3
364.1
345.2
422.7
366.6
350.7
642.9
649.4
612.9
0.0
0.0
0.0
577.2
606.4
590.6
318.4
281.0
235.4
95.4
85.7
78.2
131.6
158.5
89.0
91.4
36.8
68.2
0.0
0.0
0.0
81.5
32.0
66.3
4,642.4
4,543.2
3,374.4
991.6
1,112.4
714.5
36.0
30.6
34.9
103.5
95.5
87.8
12.5
8.9
8.8
19.9
16.8
9.5
$306.5
300.2
290.1
117.5
101.3
83.0
4.5
4.4
3.8
55.6
50.4
36.1
57.4
46.5
43.1
0.0
0.0
0.0
51.6
43.5
39.8
347.4
268.5
181.3
11.9
5.5
6.1
13.5
10.3
8.6
$ 0.0
0.0
0.0
(44.0)
(32.8)
(36.6)
0.0
0.0
0.0
(44.0)
(32.8)
(36.6)
0.0
0.0
0.0
9.2
10.8
9.2
9.2
10.8
9.2
87.8
90.7
83.9
0.0
0.0
0.0
4.2
2.8
1.7
$4,145.9
3,776.2
3,493.1
1,840.8
1,729.6
1,590.6
483.2
454.2
427.2
565.9
542.7
439.2
791.7
732.7
724.2
9.2
10.8
9.2
719.5
692.7
705.9
6,069.2
6,014.8
4,354.1
60.4
45.0
49.8
141.1
125.4
107.6
(1)
The Corporate segment reflects the following:
(A) The administrative costs of the production planning and logistics functions are included in segment Selling,
General and Administrative expenses but are elements of Cost of Sales in the Company’s Consolidated
Statements of Income. Such amounts were $44.0, $32.8, and $36.6 for 2018, 2017 and 2016, respectively.
(B) Equity in earnings (loss) of affiliates from Armand and ArmaKleen for the year ended December 31,
2018, 2017 and 2016.
(C) Corporate assets include deferred compensation investments and the Company’s investment in
unconsolidated affiliates.
88
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
Other than the differences noted in the footnote above, the accounting policies followed by each of the
segments, including intersegment transactions, are substantially consistent with the accounting policies described
in Note 1.
Intersegment sales from Consumer International to Consumer Domestic, which are not reflected in the table
above, were $5.7, $4.5 and $3.4 for the twelve months ended December 31, 2018, December 31, 2017 and
December 31, 2016, respectively.
Product line revenues from external customers for each of the three years ended December 31, 2018,
December 31, 2017 and December 31, 2016 were as follows:
Household Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Personal Care Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,725.5
1,404.4
$1,640.0
1,214.9
$1,593.4
1,084.4
Total Consumer Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Consumer International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total SPD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,129.9
709.5
306.5
2,854.9
621.1
300.2
2,677.8
525.2
290.1
Total Consolidated Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$4,145.9
$3,776.2
$3,493.1
2018
2017
2016
Household Products include laundry, deodorizing, and cleaning products. 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 84% of the net sales reported in the accompanying consolidated financial
statements in 2018, 2017 and 2016, respectively, were to customers in the U.S. Approximately 95%, 95% and
98% of long-lived assets were located in the U.S. at December 31, 2018, 2017 and 2016, respectively. Other than
the U.S., no one country accounts for more than 5% of consolidated net sales and 5% of total assets.
Customers
A group of three customers accounted for approximately 36%, 36% and 35% of consolidated net sales in
2018, 2017 and 2016, respectively, of which a single customer (Walmart Inc. and its affiliates) accounted for
approximately 23%, 24% and 24% in 2018, 2017 and 2016, respectively.
17. Brazilian Chemical Business
During the fourth quarter of 2016, the Company decided to sell its Brazilian chemical business, resulting in
a plant impairment charge of $4.9 recognized in the fourth quarter of 2016 based upon an expected sales
price. During the first quarter of 2017, the Company sold the business for approximately $4.5, and recorded an
approximate $3.5 expense for severance and other charges for the three months ended March 31, 2017. These
charges were included in the SPD segment. Sales for the Brazilian chemical business in 2016 were approximately
$22.0.
89
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In millions, except share and per share data)
18. Subsequent Event
In connection with the evergreen repurchase program, in January 2019, the Company executed open market
purchases of $100.0 of Common Stock.
19. Unaudited Quarterly Financial Information
The unaudited quarterly results of operations are prepared in conformity with generally accepted accounting
principles and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of
the results of operations for the periods presented. Adjustments are of a normal, recurring nature, except as
discussed in the accompanying notes. Due to rounding differences, the sum of the quarterly amounts may not add
precisely to the annual amounts.
2018
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from Operations . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income per Share-Basic . . . . . . . . . . . . . . . . . . . . . . .
Net Income per Share-Diluted . . . . . . . . . . . . . . . . . . . . . .
2017
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from Operations . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income per Share-Basic . . . . . . . . . . . . . . . . . . . . . . .
Net Income per Share-Diluted . . . . . . . . . . . . . . . . . . . . . .
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full Year
$1,006.0
451.5
220.3
157.8
0.64
0.63
$
$
$1,027.9
454.9
173.8
121.7
0.50
0.49
$
$
$1,037.6
460.1
204.2
146.3
0.60
0.58
$
$
$1,074.4
474.3
193.4
142.8
0.58
0.57
$
$
$4,145.9
1,840.8
791.7
568.6
2.32
2.27
$
$
$ 877.2
399.3
196.1
131.5
0.52
0.51
$
$
$ 898.0
410.4
123.2
72.9
0.29
0.29
$
$
$ 967.9
438.5
198.7
133.4
0.53
0.52
$
$
$1,033.1
481.4
214.7
405.6
1.63
1.60
$
$
$3,776.2
1,729.6
732.7
743.4
2.97
2.90
$
$
90
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at
the end of the period covered by this Annual Report. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the
period covered by this Annual Report are effective to provide reasonable assurance that the information required
to be disclosed by the Company in reports filed under the Exchange Act are (i) recorded, processed, summarized
and reported within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and
communicated to the Company’s management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding the disclosure.
b) Management’s Report on Internal Control Over Financial Reporting
The Company’s management’s report on internal control over financial reporting is set forth in Item 8 of
this Annual Report and is incorporated by reference herein. The Company’s independent registered public
accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial
reporting, which is set forth in Item 8 of this Annual Report.
c) Change in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) occurred during the Company’s most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
91
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this item is incorporated by reference to the information under the captions
“Election of Directors,” “Our Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,”
“Corporate Governance and Other Board Matters—Code of Conduct,” and “Corporate Governance and Other
Board Matters—Board of Directors Meetings and Committees—Audit Committee,” in our definitive proxy
statement, which will be filed with the Commission not later than 120 days after the close of the fiscal year
covered by this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference to the information under the captions
“Compensation Discussion and Analysis,” “2018 Summary Compensation Table,” “2018 Grants of Plan Based
Awards,” “2018 Outstanding Equity Awards at Fiscal Year-End,” “2018 Option Exercises and Stock Vested,”
“2018 Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control” and
“Compensation & Organization Committee Report” in our definitive proxy statement, which will be filed with
the Commission not later than 120 days after the close of the fiscal year covered by this Annual Report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Information required by this item is incorporated by reference to the information under the captions “Equity
Compensation Plan Information as of December 31, 2018” and “Securities Ownership of Certain Beneficial
Owners and Management” in our definitive proxy statement, which will be filed with the Commission not later
than 120 days after the close of the fiscal year covered by this Annual Report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Information required by this item is incorporated by reference to the information under the caption
“Corporate Governance and other Board Matters—Board of Directors Independence” in our definitive proxy
statement, which will be filed with the Commission not later than 120 days after the close of the fiscal year
covered by this Annual Report.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this item is incorporated by reference to the information under the caption “Fees
Paid to Independent Registered Public Accounting Firm” in our definitive proxy statement, which will be filed
with the Commission not later than 120 days after the close of the fiscal year covered by this Annual Report.
92
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
(a) 1. Financial Statements and Schedule
The following Consolidated Financial Statements are included in Item 8 of this Form 10-K:
Consolidated Statements of Income for each of the three years in the period ended December 31,
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flow for each of the three years in the period ended December 31,
52
53
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended
December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule II—Valuation and Qualifying Accounts for each of the three years in the period ended
56
57
December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
(a) 3. Exhibits
Unless otherwise noted, the file number for all our filings with the Securities and Exchange Commission
referenced below is 1-10585.
(3.1)
(3.2)
(4.1)
(4.2)
(4.3)
(4.4)
(4.5)
Amended and Restated Certificate of Incorporation of the Company, incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 4, 2018.
By-laws of the Company, amended and restated as of May 2, 2018, incorporated by reference to
Exhibit 3.2 to the Company’s current report on Form 8-K filed on May 4, 2018.
Indenture, dated as of December 15, 2010, between Church & Dwight Co., Inc. and The Bank
of New York Mellon Trust Company, N.A., as trustee, relating to the 2.875% Notes due 2022,
incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed on
December 15, 2010.
Second Supplemental Indenture, dated as of September 26, 2012, between Church & Dwight
Co., Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the
2.875% Notes due 2022, incorporated by reference to Exhibit 4.2 to the Company’s current
report on Form 8-K filed on September 26, 2012.
Indenture, dated as of December 9, 2014, between Church & Dwight Co., Inc. and Wells Fargo
Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the
Company’s current report on Form 8-K filed on December 9, 2014.
First Supplemental Indenture, dated as of December 9, 2014, between Church & Dwight Co.,
Inc. and Wells Fargo Bank, National Association, as trustee, relating to the 2.450% Notes due
2019, incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K
filed on December 9, 2014
Second Supplemental Indenture, dated as of July 25, 2017, between Church & Dwight Co., Inc.
and Wells Fargo Bank, National Association, as trustee, relating to the Notes, incorporated by
reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on July 25, 2017.
93
(10.1)
(10.2)
(10.2.1)
(10.4)
(10.5)
Credit Agreement dated March 29, 2018, among Church & Dwight Co., Inc., the initial lenders
named therein, Bank of America, N.A., as lead administrative agent, swing line lender, and L/C
issuer, Wells Fargo Bank, National Association, as co-administrative agent, syndication agent and
swing line lender, SunTrust Bank, as syndication agent and swing line lender, Bank of Montreal,
Deutsche Bank Securities Inc., HSBC Bank USA, National Association, The Bank of Nova
Scotia and The Bank of Tokyo-Mitsubishi UFJ, LTD., as documentation agents, the other lenders
party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson
Humphrey, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners,
incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on
March 29, 2018.
Form of Commercial Paper Dealer Agreement, dated February 23, 2017, by and between
Church & Dwight Co., Inc. and Dealer, incorporated by reference to Exhibit 10.2 to the
Company’s annual report on Form 10-K for the year ended December 31, 2016.
Form of Amended and Restated Commercial Paper Dealer Agreement, dated February 23,
2017, by and between Church & Dwight Co., Inc. and Dealer, incorporated by reference to
Exhibit 10.3 to the Company’s annual report on Form 10-K for the year ended December 31,
2016.
Stock Purchase Agreement, dated as of August 17, 2012, among Church & Dwight Co., Inc.,
Avid Health, Inc., the Seller Representative and the sellers party thereto, incorporated by
reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on August 20,
2012.
Stock Purchase Agreement, dated as of July 17, 2017, among Church & Dwight Co., Inc., PIK
Holdings, Inc., the Representative and the stockholders party thereto, incorporated by reference
to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on July 17, 2017.
* (10.6)
Church & Dwight Co., Inc. Executive Deferred Compensation Plan, effective as of June 1,
1997, incorporated by reference to Exhibit 10(f) to the Company’s annual report on Form 10-K
for the year ended December 31, 1997.
* (10.6.1) Amendment to the Church & Dwight Co., Inc. Executive Deferred Compensation Plan,
effective January 1, 2007, incorporated by reference to Exhibit 10.4.1 to the Company’s annual
report on Form 10-K for the year ended December 31, 2011.
* (10.6.2) Amendment to the Church & Dwight Co., Inc. Executive Deferred Compensation Plan,
effective February 1, 2012, incorporated by reference to Exhibit 10.4.2 to the Company’s
annual report on Form 10-K for the year ended December 31, 2011.
* (10.7)
* (10.8)
Church & Dwight Co., Inc. Executive Deferred Compensation Plan II, amended and restated as
of January 1, 2012, incorporated by reference to Exhibit 10.5 to the Company’s annual report
on Form 10-K for the year ended December 31, 2011.
Deferred Compensation Plan for Directors effective as of May 1, 2008 incorporated by
reference to Exhibit 10.5 to the Company’s quarterly report on Form 10-Q for the quarter
ended March 28, 2008.
* (10.9.1) Amended and Restated Compensation Plan for Directors, effective January 1, 2015,
incorporated by reference to Exhibit 10.7 to the Company’s annual report on Form 10-K for the
year ended December 31, 2015.
* (10.9.2) Amended and Restated Compensation Plan for Directors, dated November 1, 2017,
incorporated by reference to Exhibit 10.9.2 to the Company’s annual report on Form 10-K for
the year ended December 31, 2017.
* (10.10)
The Stock Option Plan for Directors, effective as of January 1, 1991, incorporated by reference
to Exhibit 10(j) to the Company’s annual report on Form 10-K for the year ended
December 31, 2005.
94
* (10.11)
* (10.12)
The Church & Dwight Co., Inc. Stock Award Plan as amended, incorporated by reference to
Exhibit 10 to the Company’s quarterly report on Form 10-Q for the quarter ended June 29,
2007.
Church & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan,
incorporated by reference to Exhibit A to the Company’s Proxy Statement for its 2013 Annual
Meeting of Stockholders, filed on March 21, 2013.
• * (10.12.1) Form of Award Agreement for Directors Under the Church & Dwight Co., Inc., Amended and
Restated Omnibus Equity Compensation Plan
• * (10.12.2) Form of Award Agreement for Employees Under the Church & Dwight Co., Inc., Amended
and Restated Omnibus Equity Compensation Plan
* (10.13)
* (10.14)
* (10.15)
* (10.16)
* (10.17)
* (10.18)
Church & Dwight Co., Inc. Third Amended and Restated Annual Incentive Plan, incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
December 6, 2018.
Employment Agreement, dated October 31, 2011, by and between the Company and Patrick de
Maynadier, incorporated by reference to Exhibit 10.18 to the Company’s annual report on
Form 10-K for the year ended December 31, 2011.
Employment Agreement, dated August 23, 2006, by and between the Company and Matthew
T. Farrell, incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on
Form 10-Q for the quarter ended September 29, 2006.
Employment Agreement, dated July 13, 2004, by and between Church & Dwight Co., Inc. and
Louis H. Tursi, incorporated by reference to Exhibit 10(w) to the Company’s annual report on
Form 10-K for the year ended December 31, 2004.
Amended and Restated Change in Control and Severance Agreement, entered into by and
between the Company and Matthew T. Farrell, incorporated by reference to Exhibit 10.1 to the
Company’s current report on Form 8-K filed on February 2, 2016.
Form of Amended and Restated Change in Control and Severance Agreement entered into by
and between the Company and each of the senior executive officers (other than Matthew T.
Farrell), incorporated by reference to Exhibit 10.2 to the Company’s current report on
Form 8-K filed on February 2, 2016.
(10.19)
Lease Agreement (Build to Suit), dated July 20, 2011, between Church & Dwight Co., Inc. and
CD 95 L.L.C., incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on
Form 10-Q for the quarter ended September 30, 2011.
•
•
•
•
•
•
(21)
(23.1)
(31.1)
(31.2)
(32.1)
(32.2)
List of the Company’s subsidiaries.
Consent of Independent Registered Public Accounting Firm.
Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under
the Securities Exchange Act.
Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under
the Securities Exchange Act.
Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(b) under
the Exchange Act and 18 U.S.C. Section 1350.
Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under
the Exchange Act and 18 U.S.C. Section 1350.
95
(101)
The following materials from Church & Dwight Co., Inc.’s annual report on Form 10-K for the
year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting
Language): (i) Consolidated Statements of Income for each of the three years in the period
ended December 31, 2018, (ii) Consolidated Balance Sheets at December 31, 2018 and
December 31, 2017, (iii) Consolidated Statements of Cash Flows for each of the three years in
the period ended December 31, 2018, (iv) Consolidated Statements of Stockholders’ Equity for
each of the three years in the period ended December 31, 2018 and (v) Notes to Consolidated
Financial Statements.
•
*
Indicates documents filed herewith.
Constitutes management contract or compensatory plan or arrangement required to be filed as an exhibit to
this Annual Report.
ITEM 16. FORM 10-K SUMMARY
None.
96
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, on
February 21, 2019.
CHURCH & DWIGHT CO., INC.
By:
/s/ Matthew T. Farrell
MATTHEW T. FARRELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
97
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below
by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/
James R. Craigie
James R. Craigie
/s/ Matthew T. Farrell
Matthew T. Farrell
/s/ Bradley C. Irwin
Bradley C. Irwin
/s/ Robert D. LeBlanc
Robert D. LeBlanc
/s/ Penry W. Price
Penry W. Price
/s/ Ravichandra K. Saligram
Ravichandra K. Saligram
/s/ Robert K. Shearer
Robert K. Shearer
/s/
Janet S. Vergis
Janet S. Vergis
/s/ Arthur B. Winkleblack
Arthur B. Winkleblack
/s/ Laurie J. Yoler
Laurie J. Yoler
/s/ Richard A. Dierker
Richard A. Dierker
Chairman
February 21, 2019
President and Chief Executive
Officer, Director
February 21, 2019
Director
February 21, 2019
Director
February 21, 2019
Director
February 21, 2019
Director
February 21, 2019
Director
February 21, 2019
Director
February 21, 2019
Director
February 21, 2019
Director
February 21, 2019
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
February 21, 2019
/s/
Steven J. Katz
Steven J. Katz
Vice President and Controller
(Principal Accounting Officer)
February 21, 2019
98
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
SCHEDULE II—Valuation and Qualifying Accounts
For each of the three years in the period ended December 31, 2018
(Dollars in millions)
Additions
Deductions
Beginning
Balance
Charged to
Expenses
Acquired
Amounts
Written Off
Foreign
Exchange
Ending
Balance
Allowance for Doubtful Accounts
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for Cash Discounts
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales Returns and Allowances
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2.9
2.1
1.0
$ 5.1
4.6
4.6
$13.9
12.1
11.9
$ 1.1
1.2
1.3
$83.8
75.5
69.8
$93.3
74.9
56.7
$0.0
0.2
0.0
$0.0
0.7
0.0
$0.0
0.1
0.0
$ (0.8)
(0.6)
(0.3)
$(83.8)
(75.8)
(69.8)
$(95.0)
(73.4)
(56.8)
$(0.1)
0.0
0.1
$(0.1)
0.1
0.0
$(0.1)
0.2
0.3
$ 3.1
2.9
2.1
$ 5.0
5.1
4.6
$12.1
13.9
12.1
99
[THIS PAGE INTENTIONALLY LEFT BLANK]
I, Matthew T. Farrell, certify that:
CERTIFICATIONS
EXHIBIT 31.1
1.
I have reviewed this annual report on Form 10-K of Church & Dwight Co., Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of any material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on our evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of
registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 21, 2019
/s/ Matthew T. Farrell
Matthew T. Farrell
President and Chief Executive Officer
I, Richard A. Dierker, certify that:
CERTIFICATIONS
EXHIBIT 31.2
1.
I have reviewed this annual report on Form 10-K of Church & Dwight Co., Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of any material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on our evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of
registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 21, 2019
/s/ Richard A. Dierker
Richard A. Dierker
Executive Vice President and Chief Financial Officer
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT AND
18 U.S.C. SECTION 1350
EXHIBIT 32.1
I, Matthew T. Farrell, President and Chief Executive Officer of Church & Dwight Co., Inc. (the
“Company”), hereby certify that, based on my knowledge:
1. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
2. The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
By: /s/ Matthew T. Farrell
Matthew T. Farrell
President and Chief Executive Officer
Dated: February 21, 2019
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT AND
18 U.S.C. SECTION 1350
EXHIBIT 32.2
I, Richard A. Dierker, Executive Vice President and Chief Financial Officer of Church & Dwight Co., Inc.
(the “Company”), hereby certify that, based on my knowledge:
1. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
2. The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
By: /s/ Richard A. Dierker
Richard A. Dierker
Executive Vice President and Chief Financial Officer
Dated: February 21, 2019
For details, contact:
Dividend Reinvestment Plan
Church & Dwight Co., Inc.
Computershare Trust Company, N.A.
250 Royall Street, Canton, MA 02021
866.299.4219
The annual meeting of
stockholders will be held at:
12:00 P.M. Thursday, May 2, 2019
Corporate Headquarters
Princeton South Corporate Park
500 Charles Ewing Blvd.
Ewing, New Jersey 08628
609.806.1200
New York Stock
Exchange Certifi cation
Our Chief Executive Offi cer has provided
the required annual certifi cation to the
New York Stock Exchange.
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Investor Information
Corporate Headquarters
Church & Dwight Co., Inc.
Princeton South Corporate Park
500 Charles Ewing Blvd.
Ewing, New Jersey 08628
609.806.1200
Corporate Website
www.churchdwight.com
Independent Registered
Public Accounting Firm
Deloitte & Touche LLP
100 Kimball Drive
Parsippany, NJ 07054
Transfer Agent and Registrar
Computershare Inc.
250 Royall Street, Canton, MA 02021
866.299.4219
Stock Listing
Church & Dwight Co., Inc. shares are
listed on the New York Stock Exchange.
The symbol is CHD.
10-K Report
Stockholders may obtain a copy of the
Company’s Annual Report on Form
10-K for the year ended 12/31/18
fi led with the Securities and Exchange
Commission by writing to the Secretary
at Corporate Headquarters.
Stockholder Inquiries
Communications concerning
stockholder records, stock transfer,
changes of ownership, account
consolidations, dividends and
change of address should be
directed to:
Church & Dwight Co., Inc.
Computershare Inc.
Shareholder Relations
866.299.4219
Shareholder correspondence
should be mailed to:
Church & Dwight Co., Inc.
Computershare
P.O. BOX 30170
College Station, TX 77842-3170
Overnight correspondence
should be sent to:
Church & Dwight Co., Inc.
Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
www.computershare.com/investor
Dividend Reinvestment Plan
Computershare Trust Company, N.A.
administers a dividend reinvestment
and stock purchase plan for our
Stockholders.
Cautionary Note On Forward-Looking Information:
This Annual Report contains forward-looking statements which are based on current assumptions that are subject to risks
and uncertainties that may cause actual results to differ materially from the forward-looking statements, including the risks
and uncertainties discussed on pages 10-25 of this Annual Report. The Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law.
®Church & Dwight Co., Inc. 2019
66551.indd 9
3/20/19 3:15 PM
Church & Dwight Co., Inc.
Princeton South Corporate Center
500 Charles Ewing Boulevard
Ewing, NJ 08628
www.churchdwight.com
66551.indd 10
3/20/19 3:15 PM