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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

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

As of ~~November~~August 1, ~~2016,~~2017, there were ~~258,603,709~~249,509,049 shares of Common Stock outstanding.

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,			September 30,			September 30,			September 30,			June 30,			June 30,			June 30,			June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Net Sales	$	870.7		$	861.8		$	2,597.1		$	2,521.2		$	898.0		$	877.4		$	1,775.2		$	1,726.4
Cost of sales		475.1			476.0			1,414.5			1,406.8			487.6			469.4			965.5			939.4
Gross Profit		395.6			385.8			1,182.6			1,114.4			410.4			408.0			809.7			787.0
Marketing expenses		98.2			92.8			310.9			297.4			130.9			120.2			221.7			212.7
Selling, general and administrative expenses		101.4			102.4			320.9			312.0			156.3			112.5			268.7			219.5
Income from Operations		196.0			190.6			550.8			505.0			123.2			175.3			319.3			354.8
Equity in earnings of affiliates		2.5			3.1			6.7			(8.4	)		3.1			2.5			5.2			4.2
Investment earnings		0.4			0.2			1.1			1.2			0.3			0.4			0.7			0.7
Other income (expense), net		0.3			(0.8	)		(1.5	)		(4.4	)		(0.5	)		(0.1	)		(0.7	)		(1.8	)
Interest expense		(6.8	)		(7.4	)		(20.7	)		(22.9	)		(9.3	)		(7.1	)		(17.5	)		(13.9	)
Income before Income Taxes		192.4			185.7			536.4			470.5			116.8			171.0			307.0			344.0
Income taxes		68.4			65.3			187.8			169.2			43.9			59.4			102.6			119.4
Net Income	$	124.0		$	120.4		$	348.6		$	301.3		$	72.9		$	111.6		$	204.4		$	224.6

Weighted average shares outstanding - Basic		258.0			262.2			258.0			262.6			249.8			257.0			252.0			258.0
Weighted average shares outstanding - Diluted		262.7			267.2			262.7			267.6			255.6			261.9			257.7			262.8
Net income per share - Basic	$	0.48		$	0.46		$	1.35		$	1.15		$	0.29		$	0.43		$	0.81		$	0.87
Net income per share - Diluted	$	0.47		$	0.45		$	1.33		$	1.13		$	0.29		$	0.43		$	0.79		$	0.85
Cash dividends per share	$	0.177		$	0.167		$	0.53		$	0.51		$	0.19		$	0.18		$	0.38		$	0.355

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,			September 30,			September 30,			September 30,			June 30,			June 30,			June 30,			June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Net Income	$	124.0		$	120.4		$	348.6		$	301.3		$	72.9		$	111.6		$	204.4		$	224.6
Other comprehensive income, net of tax:
Foreign exchange translation adjustments		(2.6	)		(13.1	)		0.8			(17.8	)		6.7			(6.5	)		14.6			3.4
Defined benefit plan adjustments gain (loss)		0.0			0.0			0.0			3.9			11.9			0.0			11.9			0.0
Income (loss) from derivative agreements		0.8			2.3			(6.7	)		3.7			(3.4	)		(0.8	)		(4.0	)		(7.5	)
Other comprehensive income (loss)		(1.8	)		(10.8	)		(5.9	)		(10.2	)		15.2			(7.3	)		22.5			(4.1	)
Comprehensive income	$	122.2		$	109.6		$	342.7		$	291.1		$	88.1		$	104.3		$	226.9		$	220.5

	September 30,			December 31,			June 30,			December 31,
	2016			2015			2017			2016
Assets
Current Assets
Cash and cash equivalents	$	232.1		$	330.0		$	237.6		$	187.8
Accounts receivable, less allowances of $1.8 and $1.0		265.3			276.2
Accounts receivable, less allowances of $1.9 and $2.1								303.8			287.0
Inventories		285.7			274.0			292.3			258.2
Other current assets		21.4			25.8			43.5			23.8
Total Current Assets		804.5			906.0			877.2			756.8

Property, Plant and Equipment, Net		592.7			609.6			573.2			588.6
Equity Investment in Affiliates		8.0			8.4			9.5			8.5
Trade Names and Other Intangibles, Net		1,353.2			1,269.5			1,561.8			1,431.8
Goodwill		1,406.1			1,354.9			1,534.7			1,444.1
Other Assets		118.2			108.5			110.6			124.3
Total Assets	$	4,282.7		$	4,256.9		$	4,667.0		$	4,354.1

Liabilities and Stockholders' Equity
Current Liabilities
Short-term borrowings	$	230.6		$	357.2		$	629.3		$	426.8
Accounts payable and accrued expenses		545.1			508.3			581.6			568.9
Income taxes payable		10.1			7.2			0.8			6.2
Total Current Liabilities		785.8			872.7			1,211.7			1,001.9

Long-term Debt		699.1			692.8			894.1			693.4
Deferred Income Taxes		507.6			484.8			524.7			512.2
Deferred and Other Long-term Liabilities		145.0			158.3			188.2			168.7
Pension, Postretirement and Postemployment Benefits		25.2			25.1
Total Liabilities		2,162.7			2,233.7			2,818.7			2,376.2

Commitments and Contingencies
Stockholders' Equity
Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued		0.0			0.0			0.0			0.0
Common Stock, $1.00 par value, Authorized 300,000,000 shares; 292,855,100 shares issued		292.8			292.8
Common Stock, $1.00 par value, Authorized 600,000,000 shares and 292,855,100 shares issued as of June 30, 2017								292.8			292.8
Additional paid-in capital		248.8			230.0			258.1			251.4
Retained earnings		2,861.2			2,650.0			3,034.7			2,926.0
Accumulated other comprehensive loss		(51.8	)		(45.9	)		(41.3	)		(63.8	)
Common stock in treasury, at cost: 34,496,480 shares in 2016 and 32,947,012 shares in 2015		(1,231.0	)		(1,103.7	)
Common stock in treasury, at cost: 43,571,217 shares in 2017 and 38,892,165 shares in 2016								(1,696.0	)		(1,428.5	)
Total Stockholders' Equity		2,120.0			2,023.2			1,848.3			1,977.9
Total Liabilities and Stockholders’ Equity	$	4,282.7		$	4,256.9		$	4,667.0		$	4,354.1

	Nine Months Ended						Six Months Ended
	September 30,			September 30,			June 30,			June 30,
	2016			2015			2017			2016
Cash Flow From Operating Activities
Net Income	$	348.6		$	301.3		$	204.4		$	224.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		45.0			44.1			29.7			30.7
Amortization expense		35.2			32.2			29.5			23.7
Deferred income taxes		19.8			20.4			11.3			14.2
Equity in net earnings of affiliates		(6.7	)		(9.0	)		(5.2	)		(4.2	)
Distributions from unconsolidated affiliates		7.1			9.8			4.3			3.4
Non-cash compensation expense								12.3			12.3
Non-cash pension settlement charge		0.0			8.4			31.7			0.0
Non-cash compensation expense		14.1			14.2
Asset impairment charge and other asset write-offs		0.8			17.9
Other		0.3			5.1			(0.4	)		1.2
Change in assets and liabilities:
Accounts receivable		13.2			(20.1	)		(6.8	)		0.3
Inventories		(6.5	)		(36.5	)		(30.1	)		(9.3	)
Other current assets		3.0			2.7			(10.4	)		(1.9	)
Accounts payable and accrued expenses		18.8			(3.1	)		(14.2	)		20.1
Income taxes payable		33.4			41.7			(10.7	)		0.2
Excess tax benefit on stock options exercised		(29.4	)		(13.6	)		0.0			(18.2	)
Other operating assets and liabilities, net		(1.7	)		(6.7	)		3.9			(0.6	)
Net Cash Provided By Operating Activities		495.0			408.8			249.3			296.5
Cash Flow From Investing Activities
Additions to property, plant and equipment		(28.1	)		(44.7	)		(10.4	)		(17.8	)
Acquisitions		(175.5	)		(74.9	)		(235.3	)		(175.5	)
Other		0.8			(3.0	)		3.4			(0.3	)
Net Cash Used In Investing Activities		(202.8	)		(122.6	)		(242.3	)		(193.6	)
Cash Flow From Financing Activities
Long-term debt borrowings								200.0			0.0
Short-term debt borrowings (repayments)		(127.1	)		(121.7	)		202.6			23.8
Proceeds from stock options exercised		48.0			23.3			27.3			29.4
Excess tax benefit on stock options exercised		29.4			13.6			0.0			18.2
Payment of cash dividends		(137.4	)		(131.4	)		(95.7	)		(91.7	)
Purchase of treasury stock		(200.0	)		(263.1	)		(300.0	)		(200.0	)
Other		(5.6	)		(1.0	)		(1.0	)		(5.3	)
Net Cash Used In Financing Activities		(392.7	)		(480.3	)
Net Cash Provided By (Used In) Financing Activities								33.2			(225.6	)
Effect of exchange rate changes on cash and cash equivalents		2.6			(18.3	)		9.6			3.5
Net Change In Cash and Cash Equivalents		(97.9	)		(212.4	)		49.8			(119.2	)
Cash and Cash Equivalents at Beginning of Period		330.0			423.0			187.8			330.0
Cash and Cash Equivalents at End of Period	$	232.1		$	210.6		$	237.6		$	210.8

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016

Number of Shares

Amounts

Common
Stock

Treasury
Stock

Common
Stock

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Total
Stockholders'
Equity

December 31, 2014

292.8

(26.2
)

$
292.8

$
218.4

$
2,414.9

$
(34.7
)

$
(789.5
)

$
2,101.9

Net income

0.0

0.0

0.0

0.0

301.3

0.0

0.0

301.3

Other comprehensive
   income  (loss)

0.0

0.0

0.0

0.0

0.0

(10.2
)

0.0

(10.2
)
Cash dividends

0.0

0.0

0.0

0.0

(131.4
)

0.0

0.0

(131.4
)
Stock purchases

0.0

(6.4
)

0.0

0.0

0.0

0.0

(263.1
)

(263.1
)
Transfer of stock for settlement
   of share repurchase agreement

0.0

0.2

0.0

(4.1
)

0.0

0.0

4.1

0.0

Stock based compensation
   expense and stock option plan
   transactions, including related
   income tax benefits of $13.6

0.0

1.6

0.0

13.4

0.0

0.0

37.7

51.1

September 30, 2015

292.8

(30.8
)

$
292.8

$
227.7

$
2,584.8

$
(44.9
)

$
(1,010.8
)

$
2,049.6

December 31, 2015

292.8

(32.8
)

$
292.8

$
230.0

$
2,650.0

$
(45.9
)

$
(1,103.7
)

$
2,023.2

Net income

0.0

0.0

0.0

0.0

348.6

0.0

0.0

348.6

Other comprehensive
   income  (loss)

0.0

0.0

0.0

0.0

0.0

(5.9
)

0.0

(5.9
)
Cash dividends

0.0

0.0

0.0

0.0

(137.4
)

0.0

0.0

(137.4
)
Stock purchases

0.0

(4.5
)

0.0

0.0

0.0

0.0

(200.0
)

(200.0
)
Stock based compensation
   expense and stock option plan
   transactions, including related
   income tax benefits of $29.4

0.0

2.8

0.0

18.8

0.0

0.0

72.7

91.5

September 30, 2016

292.8

(34.5
)

$
292.8

$
248.8

$
2,861.2

$
(51.8
)

$
(1,231.0
)

$
2,120.0

	Number of Shares					Amounts
	Common Stock		Treasury Stock			Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders' Equity
December 31, 2015		292.8		(32.8	)	$	292.8	$	230.0	$	2,650.0		$	(45.9	)	$	(1,103.7	)	$	2,023.2
Net income		0.0		0.0			0.0		0.0		224.6			0.0			0.0			224.6
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			(4.1	)		0.0			(4.1	)
Cash dividends		0.0		0.0			0.0		0.0	��	(91.7	)		0.0			0.0			(91.7	)
Stock purchases		0.0		(4.4	)		0.0		0.0		0.0			0.0			(200.0	)		(200.0	)
Stock based compensation expense and stock option plan transactions, including related income tax benefits of $18.2		0.0		1.6			0.0		13.4		0.0			0.0			46.5			59.9
June 30, 2016		292.8		(35.6	)	$	292.8	$	243.4	$	2,782.9		$	(50.0	)	$	(1,257.2	)	$	2,011.9

December 31, 2016		292.8		(38.9	)	$	292.8	$	251.4	$	2,926.0		$	(63.8	)	$	(1,428.5	)	$	1,977.9
Net income		0.0		0.0			0.0		0.0		204.4			0.0			0.0			204.4
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			22.5			0.0			22.5
Cash dividends		0.0		0.0			0.0		0.0		(95.7	)		0.0			0.0			(95.7	)
Stock purchases		0.0		(6.0	)		0.0		0.0		0.0			0.0			(300.0	)		(300.0	)
Stock based compensation expense and stock option plan transactions		0.0		1.3			0.0		6.7		0.0			0.0			32.5			39.2
June 30, 2017		292.8		(43.6	)	$	292.8	$	258.1	$	3,034.7		$	(41.3	)	$	(1,696.0	)	$	1,848.3

The condensed consolidated balance sheets as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the condensed consolidated statements of income and comprehensive income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~September~~June 30, ~~2015,~~2016, and the condensed consolidated statements of cash flow and stockholders’ equity for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~September~~June 30, ~~2015~~2016 have been prepared by Church & Dwight Co., Inc. (the “Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at ~~September~~June 30, ~~2016~~2017 and results of operations and cash flows for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 (the “Form 10-K”). The results of operations for the period ended ~~September~~June 30, ~~2016~~2017 are not necessarily indicative of the operating results for the full year.

On August 4, 2016, the Company announced a two-for-one stock split of the Company’s common stock (“Common Stock”). The stock split was structured in the form of a 100% stock dividend, payable on September 1, 2016 to stockholders of record as of August 15, 2016. All applicable amounts in the condensed consolidated financial statements and related disclosures have been retroactively adjusted to reflect the stock split. On May 8, 2017, the Company amended its Restated Certificate of Incorporation to increase its authorized shares of common stock to 600,000,000 from 300,000,000 at December 31, 2016.

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 $11.1 or $0.04 per share recorded in the provision for income taxes rather than in the Company’s Stockholders’ Equity Section of the Balance Sheet and an increase to both net cash provided by operating activities and net cash used in financing activities of $11.1 million for the six months ended June 30, 2017. 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 our diluted earnings per share for the three and six months ended June 30, 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.

The Company incurred research and development expenses in the ~~third~~second quarter of 2017 and 2016 of $16.0 and ~~2015 of $14.5 and $16.0,~~$16.1, respectively. The Company incurred research and development expenses in the first ~~nine~~six months of 2017 and 2016 of $30.1 and ~~2015 of $45.0 and $48.1,~~$30.5, respectively. These expenses are included in selling, general and administrative expenses.

In ~~August 2016,~~March 2017, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued new accounting guidance ~~seeking~~that requires employers to ~~eliminate diversity in practice related~~report the service cost component separate from the other components of net benefit pension and postretirement costs. The employer is required to ~~how certain cash receipts and cash payments are presented and classified~~report the service cost component in the same line item or items as other compensation costs arising from services rendered during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of ~~cash flows.~~income from operations. Only the service cost component is eligible for capitalization. The ~~amendments address eight specific cash flow issues and are~~guidance is effective for ~~fiscal years, including~~annual and interim periods ~~within those fiscal years,~~ beginning after December 15, 2017, and requires retrospective adoption, with early adoption permitted. The ~~guidance will be applied on a retrospective basis beginning with the earliest period presented. This~~ guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In March, April, and May of 2016, the FASB issued amended 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 guidance is effective for annual periods, including interim reporting periods within those periods, beginning after December 15, 2017, 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

new standard will be effective for the Company at the beginning of its first quarter of fiscal year 2018. ~~While the Company~~The guidance is ~~still in the process of evaluating the financial statement impact of the standard adoption, it is~~ not ~~currently~~ expected to have a material impact on ~~its~~the Company’s consolidated financial position, results of operations or cash flows.

In March 2016, the 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 classification in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. The Company will adopt the standard in the first quarter of fiscal year 2017. The adoption is expected to impact the Company's income tax provision on its Consolidated Statements of Income and its operating and financing cash flows on its Consolidated Statements of Cash Flows. The impact of adopting this standard on the consolidated financial statements will be dependent on the timing and intrinsic value of future share-based compensation award exercises.

In February 2016, 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 qualitative disclosures surrounding leases. The guidance is effective for annual and interim periods beginning after December 15, 2018, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact that adoption of the guidance will have on ~~its~~the Company’s consolidated financial position, results of operations and cash flows.

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.

Basic EPS is calculated based on income available to holders of 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:

The following table provides a summary of option ~~activity during the nine months ended September 30, 2016:~~

						Weighted									Weighted
				Weighted		Average									Average
				Average		Remaining		Aggregate					Weighted		Remaining
				Exercise		Contractual		Intrinsic					Average		Contractual		Aggregate
	Options			Price		Term		Value					Exercise		Term		Intrinsic
Outstanding at December 31, 2015		17.2		$	25.89
										Options			Price		(in Years)		Value
Outstanding at December 31, 2016											16.0		$	30.06
Granted		2.0			46.75						1.8			53.57
Exercised		(2.8	)		16.68						(1.3	)		21.64
Cancelled		(0.3	)		38.84						(0.1	)		42.59
Outstanding at September 30, 2016		16.1		$	29.99		6.0	$	291.0
Exercisable at September 30, 2016		9.8		$	22.90		4.6	$	245.0
Outstanding at June 30, 2017											16.4		$	33.17		6.1	$	310.2
Exercisable at June 30, 2017											10.5		$	25.35		4.6	$	278.1

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

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

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 historical changes in stock price and dividend payments. The risk free interest rate is based on the yield of an applicable term U.S. Treasury instrument.

On ~~January 28, 2015,~~November 2, 2016, the Board authorized a new share repurchase program, under which the Company may repurchase up to ~~$ 500.0~~$500.0 million in shares of Common Stock (the ~~“2015~~“2016 Share Repurchase Program”). The ~~2015~~2016 Share Repurchase Program does not have an expiration and replaced the ~~2014~~2015 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 ~~connection with~~ the ~~Company’s 2015 Share Repurchase Program and its evergreen repurchase program,~~six months ended June 30, 2017, the Company ~~repurchased~~purchased approximately ~~4.5~~6.0 million shares ~~in the first quarter~~ of ~~2016~~ ~~at a cost of $200.0,~~Common Stock for $300.0, of which approximately ~~$103.0~~ $125.0 was purchased under the evergreen share repurchase program and ~~approximately $97.0~~$175.0 was purchased under the ~~2015~~2016 Share Repurchase ~~Program. The Company did not~~Program. As a result of the Company’s purchases, there remained $125.0 of share repurchase ~~any shares~~availability under the 2016 Share Repurchase Program as of ~~Common Stock during the quarter ended September~~June 30, ~~2016.~~2017.

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.

The following table presents the carrying amounts and estimated fair values of the Company’s other financial instruments at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015:~~

		September 30, 2016				December 31, 2015					June 30, 2017				December 31, 2016
	Input	Carrying		Fair		Carrying		Fair		Input	Carrying		Fair		Carrying		Fair
	Level	Amount		Value		Amount		Value		Level	Amount		Value		Amount		Value
Financial Assets:
Cash equivalents	Level 1	$	140.5	$	140.5	$	89.3	$	89.3	Level 1	$	104.1	$	104.1	$	72.4	$	72.4
Financial Liabilities:
Short-term borrowings	Level 2		230.6		230.6		357.2		357.2	Level 2		629.3		629.3		426.8		426.8
2.875% Senior notes due October 1, 2022	Level 2		399.8		409.6		399.7		390.5	Level 2		399.8		404.0		399.8		396.9
2.45% Senior notes due December 15, 2019	Level 2		299.9		305.9		299.9		296.0	Level 2		299.9		303.1		299.9		302.0
Variable term loan due September 27, 2018										Level 2		200.0		200.0		0.0		0.0
Contingent consideration										Level 3		17.8		17.8		0.0		0.0
Fair value adjustment asset (liability) related to hedged fixed rate debt instrument	Level 2		6.3		6.3		1.3		1.3	Level 2		0.0		0.0		0.2		0.2

The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

Refer to Note 2 in the Form 10-K for the year ended December 31, 2016 for a description of the methods and assumptions used to estimate the fair value of each class of financial instruments reflected in the condensed Consolidated Balance Sheets.

The carrying amounts of accounts receivable, and accounts payable and accrued expenses, approximated estimated fair values as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016.

Changes in interest rates, foreign exchange rates, the price of Common Stock and commodity prices expose the Company to market risk. The Company manages these risks through the use of derivative instruments, such as cash flow and fair value hedges, diesel hedge contracts, equity derivatives and foreign exchange forward contracts. The Company does not use derivatives for trading or speculative purposes. Refer to Note 3 in the Form 10-K for a discussion of each of the Company’s derivative ~~instruments.~~instruments in effect as of December 31, 2016.

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:

The fair values and amount of gain (loss) recognized in income and ~~other comprehensive income~~OCI associated with the derivative instruments disclosed above did not have a material impact on the Company’s condensed consolidated financial statements.

On ~~January 4, 2016,~~May 1, 2017, the Company acquired ~~Spencer Forrest,~~Agro BioSciences, Inc.~~, the maker of TOPPIK,~~ (the “~~Toppik~~“Agro Acquisition”), ~~the leading brand of hair building fibers~~an innovator and leader in developing custom probiotic products for ~~people with thinning hair.~~poultry, cattle and swine. The total purchase price was approximately ~~$175.5. The Company financed the acquisition with commercial paper. Toppik’s~~$75.0, which is subject to a working capital adjustment, and an additional payment of up to $25.0 after 3 years based on sales performance. Agro BioSciences, Inc.’s annual sales ~~are~~were approximately ~~$30.0. This brand~~$11.0 in 2016. The acquisition was funded with short-term borrowings and is managed ~~within~~in the ~~Consumer Domestic and Consumer International segments.~~ Specialty Products Division (“SPD”) segment.

The preliminary fair values of the net assets acquired are set forth ~~below:~~as follows:

The life of the amortizable intangible assets recognized from the ~~Toppik~~Agro Acquisition ranges from 105 - 2015 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 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 in the Consumer Domestic and Consumer International segments.

The preliminary fair values of the net assets acquired are set forth as follows:

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.

The fair values of the assets and liabilities of the acquisitions above are considered preliminary as the purchase price allocations are not finalized.

The following table provides information related to the carrying value of all intangible assets, other than goodwill:

	September 30, 2016								December 31, 2015							June 30, 2017								December 31, 2016
	Gross							Amortization	Gross							Gross							Amortization	Gross
	Carrying		Accumulated					Period	Carrying		Accumulated					Carrying		Accumulated					Period	Carrying		Accumulated
	Amount		Amortization			Net		(Years)	Amount		Amortization			Net		Amount		Amortization			Net		(Years)	Amount		Amortization			Net
Amortizable intangible assets:
Trade Names	$	356.4	$	(110.8	)	$	245.6	3-20	$	259.5	$	(96.4	)	$	163.1	$	553.9	$	(130.3	)	$	423.6	3-20	$	442.6	$	(115.0	)	$	327.6
Customer Relationships		380.5		(158.6	)		221.9	15-20		372.4		(141.8	)		230.6		412.2		(176.1	)		236.1	15-20		384.4		(164.2	)		220.2
Patents/Formulas		68.7		(44.6	)		24.1	4-20		57.4		(41.9	)		15.5		87.6		(47.3	)		40.3	4-20		68.7		(45.4	)		23.3
Non Compete Agreement		1.8		(1.5	)		0.3	5-10		1.8		(1.5	)		0.3		1.8		(1.6	)		0.2	5-10		1.8		(1.6	)		0.2
Total	$	807.4	$	(315.5	)	$	491.9		$	691.1	$	(281.6	)	$	409.5	$	1,055.5	$	(355.3	)	$	700.2		$	897.5	$	(326.2	)	$	571.3

Intangible amortization expense was ~~$11.0~~$14.4 and ~~$9.7~~$11.1 for the ~~third~~second quarter of ~~2016~~2017 and ~~2015,~~2016, respectively. Intangible amortization expense amounted to ~~$33.4~~$28.3 and ~~$30.1~~$22.4 for the first ~~nine~~six months of ~~2016~~2017 and ~~2015,~~2016, respectively. The Company estimates that intangible amortization expense related to amortizable intangible assets held as of June 30, 2017 will be approximately ~~$45.0~~$58.0 in ~~2016 and approximately $40.0~~2017, reducing to ~~$45.0~~$52.0 annually over the next five years.

The carrying amount of goodwill ~~as of September 30, 2016 and December 31, 2015, respectively,~~ is as follows:

VIVISCAL and AGRO acquired goodwill is deductible for U.S. tax purposes. In connection with its annual goodwill impairment test, performed in the beginning of the second quarter of ~~2016,~~2017, the Company determined that the estimated fair value substantially exceeded the carrying values of all reporting units.

On April 3, 2017, the Company’s $200.0 variable term loan facility due September 27, 2018 was drawn upon in full to improve liquidity and to pay a portion of the outstanding commercial paper. This $200.0 variable term loan was repaid with a portion of the proceeds from the Company’s underwritten public offering totaling $1,425.0 on July 25, 2017. See Note 20 for further details.

The components of changes in accumulated other comprehensive income (loss) ~~for the nine months ended September 30, 2016 and September 30, 2015~~ are as follows:

											Accumulated												Accumulated
	Foreign				Defined						Other			Foreign			Defined						Other
	Currency				Benefit			Derivative			Comprehensive			Currency			Benefit			Derivative			Comprehensive
	Adjustments				Plans			Agreements			Income (Loss)			Adjustments			Plans			Agreements			Income (Loss)
Balance at December 31, 2014	$	(16.4	)		$	(17.7	)	$	(0.6	)	$	(34.7	)
Balance at December 31, 2015														$	(38.5	)	$	(11.5	)	$	4.1		$	(45.9	)
Other comprehensive income (loss) before reclassifications															3.4			0.0			(9.5	)		(6.1	)
Amounts reclassified to consolidated statement of income															0.0			0.0			(0.3	)		(0.3	)
Tax benefit (expense)															0.0			0.0			2.3			2.3
Other comprehensive income (loss)															3.4			0.0			(7.5	)		(4.1	)
Balance at June 30, 2016														$	(35.1	)	$	(11.5	)	$	(3.4	)	$	(50.0	)

Balance at December 31, 2016														$	(50.0	)	$	(13.2	)	$	(0.6	)	$	(63.8	)
Other comprehensive income (loss) before reclassifications		(29.4	)			0.0			11.6			(17.8	)		14.6			2.2			(6.2	)		10.6
Amounts reclassified to consolidated statement of income ^{(a) (b)}		0.0				5.2			(6.3	)		(1.1	)		0.0			11.9			0.3			12.2
Tax benefit (expense)		11.6		^(c)		(1.3	)		(1.6	)		8.7			0.0			(2.2	)		1.9			(0.3	)
Other comprehensive income (loss)		(17.8	)			3.9			3.7			(10.2	)		14.6			11.9			(4.0	)		22.5
Balance at September 30, 2015	$	(34.2	)		$	(13.8	)	$	3.1		$	(44.9	)

Balance at December 31, 2015	$	(38.5	)		$	(11.5	)	$	4.1		$	(45.9	)
Other comprehensive income (loss) before reclassifications		0.8				0.0			(8.8	)		(8.0	)
Amounts reclassified to consolidated statement of income ^{(a) (b)}		0.0				0.0			(0.1	)		(0.1	)
Tax benefit (expense)		0.0				0.0			2.2			2.2
Other comprehensive income (loss)		0.8				0.0			(6.7	)		(5.9	)
Balance at September 30, 2016	$	(37.7	)		$	(11.5	)	$	(2.6	)	$	(51.8	)
Balance at June 30, 2017														$	(35.4	)	$	(1.3	)	$	(4.6	)	$	(41.3	)

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. 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 has no further obligations with respect to material defined benefit pension plans.

a. The Company has a partnership with a supplier of raw materials that mines and processes sodium-based mineral deposits. The Company purchases the majority of its sodium-based raw material requirements from the partnership. The partnership agreement for the partnership 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. With the exception of the Natronx Technologies LLC (“Natronx”) joint venture, in which the Company and the partner supplier are each one-third owners, the Company is not engaged in any other material transactions with the partnership or the partner supplier.

b. As of ~~September~~June 30, ~~2016,~~2017, the Company had commitments of approximately $~~242.0~~242.5. 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.

c. As of ~~September~~June 30, ~~2016,~~2017, the Company had various guarantees and letters of credit ~~of approximately $22.0.~~

d. On November 8, 2011, the Company acquired a license for certain oral care technology for cash consideration of $4.3. In addition to this initial payment, the Company was required to make advance royalty payments of up to $5.5 upon the launch of a product utilizing the licensed technology, of which the entire $5.5 has been paid as of December 31, 2015. As of September 30, 2016, no additional payments are required under the license agreement. However, upon the approval of certain New Drug Applications by the U.S. Food and Drug Administration for products incorporating the acquired technology, the Company would be required to make an additional $7.0 license payment.totaling $6.6.

e.d. 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 of an amount in excess of $20.0, as well as declaratory relief, statutory prejudgment interest and attorneys’ fees and costs.

The Company is vigorously defending itself in this matter. On June 16, 2014, the Company filed an amended answer to the complaint denying all of the Plaintiff’s material allegations. The parties have been engaged in fact discovery, which is ongoing.

In connection with this matter, the Company has reserved an amount that is immaterial. However, it ~~does not believe~~ is ~~material. Although any damages ultimately paid by~~reasonably possible that the Company may ~~exceed this amount, it~~ultimately be required to pay all or substantially all of the damages and other amounts sought by Plaintiff. It is not currently possible to more precisely estimate the amount or range of any ~~such excess; however, any such~~amounts that the Company may be required to pay in excess ~~could have a material adverse effect on~~of the ~~Company’s business, financial condition, results of operations~~reserved amount because expert discovery with respect to damages is not sufficiently advanced and ~~cash flows.~~the outcome thereof is uncertain.

f.e. In addition, in conjunction with the Company’s acquisition and divestiture activities, the Company entered into select guarantees and indemnifications of performance with respect to the fulfillment of the Company’s commitments under applicable purchase and sale agreements. The arrangements generally indemnify the buyer or seller for damages associated with breach of contract, inaccuracies in representations and warranties surviving the closing date and satisfaction of liabilities and commitments retained under the applicable contract. Representations and warranties that survive the closing date generally survive for periods up to five years or the expiration of the applicable statutes of limitations. Potential losses under the indemnifications are generally limited to a portion of the original transaction price, or to other lesser specific dollar amounts for select provisions. With respect to sale transactions, the Company also routinely enters into non-competition agreements for varying periods of time. Guarantees and indemnifications with respect to acquisition and divestiture activities, if triggered, could have a materially adverse impact on the Company’s financial condition, results of operations and cash flows.

~~g. The Company,~~f. In addition to the matters described above, from time to time in the ordinary course of its business the Company is the subject of, or party to, various pending or threatened legal, regulatory or governmental actions ~~government investigations and~~or other proceedings ~~from time to time,~~, 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 ~~many uncertainties~~considerable uncertainty and ~~the outcome of certain pending or threatened legal actions may not be reasonably predictable~~their outcomes, and any related damages, may not be reasonably predictable or estimable. ~~Certain legal actions, including those described above,~~While any such proceedings could result in an adverse outcome for the Company, ~~and~~ any such adverse outcome ~~could~~is not expected to have a material adverse effect on the Company’s business, financial condition, results of operations ~~and~~or cash flows.

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

	Armand				ArmaKleen				Natronx				Armand				ArmaKleen				Natronx
	Nine Months Ended				Nine Months Ended				Nine Months Ended				Six Months Ended				Six Months Ended				Six Months Ended
	September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		June 30,		June 30,		June 30,		June 30,		June 30,		June 30,
	2016		2015		2016		2015		2016		2015		2017		2016		2017		2016		2017		2016
Purchases by Company	$	16.2	$	18.9	$	0.0	$	0.0	$	0.0	$	0.0	$	10.0	$	10.0	$	0.0	$	0.0	$	0.0	$	0.0
Sales by Company	$	0.0	$	0.0	$	0.9	$	1.0	$	0.8	$	1.5	$	0.0	$	0.0	$	0.6	$	0.6	$	0.0	$	0.8
Outstanding Accounts Receivable	$	0.6	$	0.6	$	0.7	$	0.7	$	0.0	$	0.1	$	0.4	$	0.5	$	0.8	$	0.6	$	0.0	$	0.1
Outstanding Accounts Payable	$	1.7	$	2.1	$	0.0	$	0.0	$	0.0	$	0.0	$	2.3	$	2.3	$	0.0	$	0.0	$	0.0	$	0.0
Administration & Management Oversight Services ⁽¹⁾	$	1.8	$	1.8	$	1.6	$	1.5	$	0.4	$	0.6	$	1.2	$	1.2	$	1.0	$	1.0	$	0.0	$	0.3

⁽¹⁾ Billed by Company and recorded as a reduction of selling, general and administrative expenses.

The Company operates 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. The Company also has a Corporate segment.

The Corporate segment income consists of equity in earnings (losses) of affiliates. As of ~~September~~June 30, ~~2016,~~2017, the Company held 50% ownership interests in each of Armand and ArmaKleen, respectively, and a one-third ownership interest in Natronx. The Company’s equity in earnings (losses) of Armand and ArmaKleen for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~Armand, ArmaKleen and Natronx for the three and nine months ended September 30, 2015, respectively,~~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.

Segment Net Sales and Income before Income Taxes ~~for the three and nine months ended September 30, 2016 and September 30, 2015 respectively,~~ are as follows:

Consumer

Consumer

Domestic

International

SPD

Corporate⁽³⁾

Total

Net Sales⁽¹⁾

Third Quarter 2016
$
664.8

$
133.8

$
72.1

$
0.0

$
870.7

Third Quarter 2015

656.4

124.7

80.7

0.0

861.8

First Nine Months of 2016
$
1,982.4

$
397.6

$
217.1

$
0.0

$
2,597.1

First Nine Months of 2015

1,909.3

376.0

235.9

0.0

2,521.2

Income before Income Taxes⁽²⁾

Third Quarter 2016
$
160.2

$
19.8

$
9.9

$
2.5

$
192.4

Third Quarter 2015

153.5

16.3

12.8

3.1

185.7

First Nine Months of 2016
$
441.7

$
54.1

$
33.9

$
6.7

$
536.4

First Nine Months of 2015

395.8

40.2

42.9

(8.4
)

470.5

	Consumer		Consumer
	Domestic		International			SPD		Corporate⁽³⁾		Total
Net Sales⁽¹⁾
Second Quarter 2017	$	678.2	$	145.1		$	74.7	$	0.0	$	898.0
Second Quarter 2016		669.8		136.4			71.2		0.0		877.4
First Six Months of 2017	$	1,337.9	$	288.2		$	149.1	$	0.0	$	1,775.2
First Six Months of 2016		1,317.6		263.8			145.0		0.0		1,726.4

Income before Income Taxes⁽²⁾
Second Quarter 2017⁽³⁾	$	123.7	$	(23.7	)	$	13.7	$	3.1	$	116.8
Second Quarter 2016		141.6		16.2			10.7		2.5		171.0
First Six Months of 2017⁽³⁾	$	284.6	$	(4.3	)	$	21.5	$	5.2	$	307.0
First Six Months of 2016		281.5		34.3			24.0		4.2		344.0

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

~~Share Repurchase~~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. Sales for the Brazilian chemical business in 2016 were approximately $22.0. Future costs associated with the sale of the Brazilian chemical business are expected to be immaterial.

On ~~November 2, 2016,~~July 17, 2017, the ~~Board authorized~~Company entered into a ~~new share repurchase program, under~~Stock Purchase Agreement (the “Agreement”) with PIK Holdings, Inc. (“Waterpik”), the stockholders of Waterpik (the “Company Stockholders”) and MidOcean Partners III, L.P. in its capacity as a Company Stockholder and as the representative of the Company Stockholders (the “Representative”), pursuant to which the Company ~~may repurchase up~~agreed to ~~$500.0 in~~acquire all of the issued and outstanding shares of ~~Common Stock~~capital stock of Waterpik (the ~~“2016 Share Repurchase Program”~~“Waterpik Acquisition”). Waterpik is a water-jet technology company that designs and sells both oral water flossers and replacement showerheads. Pursuant to the terms of the Agreement, the total purchase price of Waterpik’s outstanding shares of capital stock, which is subject to adjustments based on the closing working capital of Waterpik and its subsidiaries, is estimated to be $1,033.0.

The ~~2016 Share Repurchase Program does~~closing of the Waterpik Acquisition is expected to occur in the third quarter of 2017 and is subject to customary closing conditions, as set forth in the Agreement filed by the Company as an exhibit to its Current Report on Form 8-K on July 17, 2017. The closing of the Waterpik Acquisition is not ~~have an expiration~~subject to any financing condition. The Agreement contains certain customary pre-closing covenants and certain customary termination rights, including the right of either the Company or the Representative to terminate the Agreement if the Waterpik Acquisition is not consummated on or before October 16, 2017.

Waterpik’s annual sales were approximately $265.0 for the trailing twelve months through June 30, 2017. The Company expects that Waterpik will ~~replace~~be managed by the ~~2015 Share Repurchase Program.~~ Consumer Domestic and Consumer International segments.

The Company will ~~continue~~finance the acquisition of Waterpik 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 2.450% Senior Notes due 2022, $425.0 aggregate principal amount of 3.150% Senior Notes due 2027 and $400.0 aggregate principal amount of 3.950% Senior Notes due 2047. The remaining proceeds were used to pay down in its ~~evergreen share repurchase program.~~

entirety and terminate the Company’s $200.0 term loan and to repay a portion of the Company’s outstanding commercial paper borrowings.

On July 17, 2017, the Company entered into a stock purchase agreement to acquire Water Pik, Inc. (“Waterpik”), the market leader in water-jet technology in both oral water flossers and replacement showerheads. The total purchase price, which is subject to adjustments based on the closing working capital of Waterpik and its subsidiaries, is estimated to be $1,033.0. Waterpik’s annual sales were approximately $265.0 for the trailing twelve months through June 30, 2017. The Company will finance the acquisition with the proceeds of an underwritten public offering of $1.425.0 aggregate principal amount of senior notes that was completed on July 25, 2017. Waterpik will be managed by the Consumer Domestic and Consumer International segments. Refer to Note 20 of the condensed consolidated financial statements for the period ended June 30, 2017 included in this Form 10-Q and our Current Report on Form 8-K filed on July 17, 2017 for additional information with respect to the acquisition of Waterpik.

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. 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 has no further obligations with respect to material defined benefit pension plans.

	Three Months Ended			Change vs.		Three Months Ended
	June 30, 2017			Prior Year		June 30, 2016
Net Sales	$	898.0			2.3%	$	877.4
Gross Profit	$	410.4			0.6%	$	408.0
Gross Margin		45.7	%	-80 basis points			46.5	%
Marketing Expenses	$	130.9			8.9%	$	120.2
Percent of Net Sales		14.6	%	+90 basis points			13.7	%
Selling, General & Administrative Expenses	$	156.3			38.9%	$	112.5
Percent of Net Sales		17.4	%	+460 basis points			12.8	%
Income from Operations	$	123.2			-29.7%	$	175.3
Operating Margin		13.7	%	-630 basis points			20.0	%
Net income per share - Diluted	$	0.29			-32.6%	$	0.43

	Six Months Ended			Change vs.		Six Months Ended
	June 30, 2017			Prior Year		June 30, 2016
Net Sales	$	1,775.2			2.8%	$	1,726.4
Gross Profit	$	809.7			2.9%	$	787.0
Gross Margin		45.6	%	0 basis points			45.6	%
Marketing Expenses	$	221.7			4.2%	$	212.7
Percent of Net Sales		12.5	%	+20 basis points			12.3	%
Selling, General & Administrative Expenses	$	268.7			22.4%	$	219.5
Percent of Net Sales		15.1	%	+240 basis points			12.7	%
Income from Operations	$	319.3			-10.0%	$	354.8
Operating Margin		18.0	%	-260 basis points			20.6	%
Net income per share - Diluted	$	0.79			-7.1%	$	0.85

Diluted Net Income per share was $0.29 in the second quarter of 2017 as compared to $0.43 in the same period in 2016. Diluted Net Income per share was $0.79 in the first six months of 2017 as compared to $0.85 in the same period in 2016. In the second quarter of 2017, the Company settled an international defined benefit plan, resulting in a pre-tax charge recorded in selling, general and administrative expenses of $39.2 ($31.5 after tax or $0.12 per share). During the first quarter of 2017, the Company closed the previously announced sale of its chemical business in Brazil. As a result, a pre and post- tax charge of $3.5 was recorded ($1.3 in cost of goods sold and $2.2 in selling, general and administrative expenses). This equated to $0.01 per share. Also during the first quarter, the Company adopted a new accounting standard related to certain aspects of share-based payment awards to employees. This standard requires that any excess tax benefits related to share-based payment awards to employees be recorded as a reduction to income tax expense. Previously, this benefit was recorded in the stockholders’ equity section of the Balance Sheet. The amount recorded in the three and six months ended June 30, 2017 as a reduction to income tax expense was $2.4 ($0.01 per share) and $11.1 ($0.04 per share), respectively.

On August 4, 2016, the Company announced a two-for-one stock split of the Company’s common stock (“Common ~~Stock.~~Stock”). The stock split was structured in the form of a 100% stock dividend, payable on September 1, 2016 to stockholders of record as of August 15, 2016. All applicable amounts in the ~~condensed~~ consolidated financial statements and related disclosures ~~including in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”~~ have been retroactively adjusted to reflect the stock split.

Three Months Ended

Change vs.

Three Months Ended

September 30, 2016

Prior Year

September 30, 2015

Net Sales
$
870.7

1.0%

$
861.8

Gross Profit
$
395.6

2.5%

$
385.8

Gross Margin

45.4
%

+60 basis points

44.8
%
Marketing Expenses
$
98.2

5.8%

$
92.8

Percent of Net Sales

11.3
%

+50 basis points

10.8
%
Selling, General & Administrative Expenses
$
101.4

-1.0%

$
102.4

Percent of Net Sales

11.6
%

-30 basis points

11.9
%
Income from Operations
$
196.0

2.8%

$
190.6

Operating Margin

22.5
%

+40 basis points

22.1
%

Nine Months Ended

Change vs.

Nine Months Ended

September 30, 2016

Prior Year

September 30, 2015

Net Sales
$
2,597.1

3.0%

$
2,521.2

Gross Profit
$
1,182.6

6.1%

$
1,114.4

Gross Margin

45.5
%

+130 basis points

44.2
%
Marketing Expenses
$
310.9

4.5%

$
297.4

Percent of Net Sales

12.0
%

+20 basis points

11.8
%
Selling, General & Administrative Expenses
$
320.9

2.9%

$
312.0

Percent of Net Sales

12.3
%

-10 basis points

12.4
%
Income from Operations
$
550.8

9.1%

$
505.0

Operating Margin

21.2
%

+120 basis points

20.0
%

Net sales for the quarter ended ~~September~~June 30, ~~2016~~2017 were ~~$870.7,~~$898.0, an increase of ~~$8.9~~$20.6 or ~~1.0% over~~2.3% as compared to the ~~third quarter of 2015.~~ same period in 2016. Net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 were ~~$2,597.1,~~$1,775.2, an increase of ~~$75.9~~$48.8 or ~~3.0%~~2.8% over the comparable ~~nine~~six month period of ~~2015.~~ 2016. The components of the net sales increase are as follows:

For the three months and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the volume change ~~primarily~~ reflects increased product sales in ~~both the Consumer Domestic and Consumer International segments, with volume declines in Specialty Products (“SPD”).~~all three segments.

The Company’s gross profit was ~~$395.6~~$410.4 for the quarter ended ~~September~~June 30, ~~2016,~~2017, a ~~$9.8~~$2.4 increase as compared to the same period in ~~2015.~~2016. Gross margin ~~increased 60~~decreased 80 basis points (“bps”) in the ~~third~~second quarter of ~~2016~~2017 compared to the same period in ~~2015~~2016, primarily due to ~~lower manufacturing costs~~unfavorable price/mix of 60250 bps ~~(including productivity programs~~(primarily due to promotion and ~~the absence of start-up costs incurred in 2015 associated with the Company’s new vitamin manufacturing facility)~~coupon costs), ~~lower~~higher commodity costs of 4030 bps, and the impact of ~~the higher margin acquired business of 30 bps, partially offset by unfavorable price/volume mix of 50 bps and~~ unfavorable foreign exchange rates of 2010 bps, partially offset by the impact of higher margins on acquired businesses representing 80 bps, favorable volume of 70 bps and cost improvement projects representing 60 bps. Gross profit was ~~$1,182.6~~$809.7 for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, a ~~$68.2~~$22.7 increase compared to the same period of ~~2015.~~2016. Gross margin ~~increased 130 bps to 45.5% in~~for the first ~~nine~~six months of 2017 and 2016 aswas 45.6%. Gross margin remained consistent for the first six months of 2017 compared to ~~44.2% in~~ the same period ~~of 2015. This is~~in 2016, primarily due to ~~the favorable~~unfavorable price/mix of 150 bps (primarily due to promotion and coupon costs), higher commodity costs of 7030 bps, ~~lower manufacturing costs of 60 bps (including productivity programs~~ and ~~the absence of start-up costs incurred in 2015 associated with the Company’s new vitamin manufacturing facility),~~ the impact of ~~the higher margin acquired business of 20 bps and favorable price/volume mix~~unfavorable foreign exchange rates of 10 bps, partially offset by ~~unfavorable foreign exchange rates~~the impact of 30higher margins on acquired businesses representing 70 bps, favorable volume of 60 bps and cost improvement projects representing 60 bps.

Marketing expenses for the ~~third~~second quarter of ~~2016~~2017 were ~~$98.2,~~$130.9, an increase of ~~$5.4~~$10.7 or ~~5.8%~~8.9% as compared to the same period in ~~2015.~~2016. Marketing expenses as a percentage of net sales in the second quarter of 2017 increased 5090 bps to ~~11.3%~~14.6% as compared to 13.7% in 2016 due to 120 bps on higher expenses partially offset by 30 bps of leverage on higher net sales. Marketing expenses for the ~~third quarter~~first six months of ~~2016~~2017 were $221.7, an increase of $9.0 as compared to the same period in 2015 due to 60 bps on higher expenses partially offset by 10 bps of leverage on higher net sales. Marketing expenses for the first nine months of 2016 were $310.9, an increase of $13.5 as compared to the same period in 2015.2016. Marketing expenses as a percentage of net sales for the six months of 2017 increased by 20 bps to ~~12.0% for the nine months of 2016~~12.5% as compared to ~~the same period~~12.3% in ~~2015~~2016 due to 50 bps on higher expenses partially offset by 30 bps of leverage on higher ~~sales.~~net sales.

Selling, general and administrative (“SG&A”) expenses were ~~$101.4~~$156.3 in the ~~third~~second quarter of ~~2016, a decrease~~2017, an increase of ~~$1.0~~$43.8 or ~~1.0%~~38.9% as compared to the same period in ~~2015.~~2016 primarily due to a $39.2 international pension settlement charge or 440 bps in 2017 and transition and ongoing costs associated with the Viviscal Acquisition, the Anusol Acquisition, and the Agro Acquisition. SG&A as a percentage of net sales ~~decreased 30~~increased 460 bps to ~~11.6%~~17.4% in the ~~third~~second quarter of ~~2016~~2017 as compared to ~~11.9%~~12.8% in the same period in ~~2015.~~2016. The ~~decrease~~increase is due to ~~lower~~higher costs, including pension settlement expense of 10490 bps, ~~and 20~~partially offset by 30 bps of leverage associated with higher sales. SG&A for the first ~~nine~~six months of ~~2016~~2017 was ~~$320.9,~~$268.7, an increase of ~~$8.9~~$49.2 as compared to the same period in ~~2015.~~2016. The increase is primarily due to the $39.2 international pension settlement charge or 220 bps in 2017, transition and ongoing acquisition-related costs, higher information costs and costs associated with ~~the Toppik Acquisition and higher compensation costs, partially offset by a pension plan charge recorded~~selling its chemical business in ~~2015.~~Brazil. SG&A as a percentage of net sales ~~was 12.3%~~increased 240 bps to 15.1% in the first ~~nine~~six months of ~~2016, a 10 bps reduction as~~2017 compared to ~~2015. Higher sales reduced SG&A as a percentage~~ 12.7% in 2016 due to higher costs, including pension settlement expense, of ~~net sales~~280 bps partially offset by 40 bps ~~which was partially offset by~~of leverage associated with higher ~~costs of 30 bps.~~sales.

Equity in earnings of affiliates for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2016 decreased~~2017 increased by $0.6 and ~~increased by $15.1, respectively,~~$1.0 as compared to the same ~~periods~~period in ~~2015. The increase in earnings during the nine month period was~~2016, primarily due ~~primarily~~ to ~~a $17.0 impairment charge in 2015 associated with the Company’s remaining investment in Natronx Technologies LLC (“Natronx”).~~ profit improvement from Armand Products due to lower raw material costs.

Other ~~income (expense),~~expense, net for the three ~~and nine month periods~~months ended ~~September~~June 30, ~~2016~~2017 increased ~~$1.1 and $2.9, respectively, as~~$0.4 compared to the same ~~periods~~period in ~~2015~~2016 primarily due to the effect of changes in foreign ~~currency rates.~~exchange rates and decreased $1.1 for the six months ended June 30, 2017 compared to the same period in 2016 due to the impact of costs incurred in 2016 associated with the Natronx Technologies, LLC (“Natronx”) joint venture.

Interest expense for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2016 decreased $0.6~~2017 increased $2.2 and ~~$2.2, respectively,~~$3.6 as compared to the same periods in ~~2015~~2016 due to a ~~lower~~higher amount of average debt ~~outstanding.~~outstanding and increased borrowing costs due to an increase in short-term interest rates.

The effective tax rate infor the three ~~and nine month periods~~months ended ~~September~~June 30, ~~2016~~2017 was ~~35.6% and 35.0% respectively,~~37.6% compared to ~~35.2% and 36.0%~~34.7% in the same ~~periods~~period in ~~2015.~~2016. The increase in the tax rate is primarily due to an international pension settlement charge representing 450 bps, partially offset by a tax benefit of 200 bps 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 was accounted for in the Company’s Stockholders’ Equity section of the Balance Sheet. Starting in 2017, the tax benefit is accounted for as a reduction of income tax expense.

The effective tax rate for the ~~nine month~~six months ended June 30, 2017 was 33.4% compared to 34.7% in the same period ~~ended September 30, 2015 was negatively impacted by 130 bps~~in 2016. The decrease in the tax rate is primarily due to ~~a valuation allowance recorded in~~ the ~~second quarter~~impact of ~~2015 in connection with an impairment charge~~the new accounting standard relating to ~~the Company’s investment in a joint venture. This was~~share based payment awards representing 360 bps, partially offset by ~~a $2.7 or 60 bps benefit recorded in 2015 resulting from~~ the ~~liquidation of the Company’s~~ ~~subsidiary in the Netherlands and the Company’s determination that the earnings of its subsidiary in France would no longer be permanently reinvested outside of the U.S.~~ international pension settlement charge representing 150 bps.

The Corporate segment income consists of equity in earnings of affiliates. As of ~~September~~June 30, ~~2016,~~2017, the Company held 50% ownership interests in each of Armand Products Company (“Armand”) and The ArmaKleen Company (“ArmaKleen”), respectively, and a one-third ownership interest in Natronx. The Company’s equity in earnings of Armand and ArmaKleen for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2016~~2017 and ~~Armand, ArmaKleen and Natronx for the three and nine month periods ended September 30, 2015~~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 the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2016~~2017 and ~~September~~June 30, ~~2015~~2016 are as follows:

	Consumer		Consumer
	Domestic		International			SPD		Corporate⁽³⁾		Total
Net Sales⁽¹⁾
Second Quarter 2017	$	678.2	$	145.1		$	74.7	$	0.0	$	898.0
Second Quarter 2016		669.8		136.4			71.2		0.0		877.4
First Six Months of 2017	$	1,337.9	$	288.2		$	149.1	$	0.0	$	1,775.2
First Six Months of 2016		1,317.6		263.8			145.0		0.0		1,726.4

Income before Income Taxes⁽²⁾
Second Quarter 2017⁽³⁾	$	123.7	$	(23.7	)	$	13.7	$	3.1	$	116.8
Second Quarter 2016		141.6		16.2			10.7		2.5		171.0
First Six Months of 2017⁽³⁾	$	284.6	$	(4.3	)	$	21.5	$	5.2	$	307.0
First Six Months of 2016		281.5		34.3			24.0		4.2		344.0

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

Consumer Domestic net sales in the ~~third~~second quarter of ~~2016~~2017 were ~~$664.8,~~$678.2, an increase of $8.4 or 1.3% as compared to the same period in ~~2015.~~ 2016. Consumer Domestic net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 were ~~$1,982.4,~~$1,337.9, an increase of ~~$73.1~~$20.3 or ~~3.8%~~1.5% as compared to the same period in ~~2015~~2016. The components of the net sales change are the following:

The increase in net sales for the three ~~month period~~months ended ~~September~~June 30, ~~2016,~~2017, reflects higher sales of ARM & HAMMER liquid and unit dose detergents, ~~VITAFUSION gummy vitamins,~~ OXICLEAN laundry ~~additive~~detergent and ~~detergent~~stain fighters, ARM & HAMMER cat litter, and BATISTE dry shampoo, partially offset by lower sales of TROJAN condoms, XTRA laundry detergent and FIRST RESPONSE pregnancy test ~~kits, and a minor product recall.~~

kits. The increase in net sales for the ~~nine~~six month period ending ~~September~~June 30, ~~2016,~~2017, reflects higher sales of ARM & HAMMER liquid and unit dose detergents, ~~VITAFUSION gummy vitamins,~~BATISTE dry shampoo, OXICLEAN laundry ~~additive and~~ detergent and ~~BATISTE dry shampoo,~~stain fighters, and ARM & HAMMER cat litter, partially offset by lower sales of TROJAN condoms and XTRA laundry ~~detergent and L’IL CRITTERS gummy vitamins.~~detergent.

There continues to be significant product and price competition in the laundry detergent category. For example, the Procter & Gamble Company markets a ~~premium line of unit dose products under the Tide Pods brand and a~~ lower-priced line of laundry detergents that competes directly with the Company’s core value laundry detergents. Henkel AG & Co. KGaA (“Henkel”) ~~has~~ entered the U.S. market with Persil, its leading worldwide premium laundry detergent, and ~~on September 1,~~in 2016 ~~completed its acquisition of~~acquired The Sun Products Corporation (“Sun Products”), the maker of ALL, WISK and SUN laundry detergents. ~~It is too early to assess what~~These actions have increased price competition and distribution pressures in the premium and extreme value laundry categories and could adversely impact ~~these competitive actions~~sales and ~~consolidation will have on the category or~~market share of the Company’s laundry detergent business. However, the unit dose laundry detergent segment is the fastest growing segment in the laundry detergent category, having grown to approximately 17% of the category since the introduction of this form in 2012, and the Company faces pressure to achieve its proportionate share of the segment with a potential adverse impact on its share of the laundry detergent category. Moreover, the introduction of Persil has precipitated greater price competition in the premium laundry category and distribution pressure with a potential adverse impact on OXICLEAN laundry detergent.brands. The Company continues to evaluate and vigorously combat these pressures through, among other things, new product introductions, ~~and~~ increased marketing and trade spending. Additionally, while the category grew 4.1% for the 52 weeks ending September 17, 2016 and 1.6% in the full year of 2015, after experiencing declines in 2013 and 2014, there is no assurance the category will not decline in the future and that the Company will be able to offset any such decline.

Consumer Domestic income before income taxes for the ~~third~~second quarter of ~~2016~~2017 was ~~$160.2,~~$123.7, a ~~$6.7 increase~~$17.9 decrease as compared to the ~~third~~second quarter of ~~2015.~~2016. The ~~increase~~decrease is due primarily to ~~favorable commodity~~unfavorable price/mix (in part due to higher promotional spending) of $42.9, higher marketing expenses of $9.2, and ~~manufacturing costs~~higher interest expense of ~~$13.5,~~$1.7, partially offset by the impact of higher sales volumes of ~~$8.5,~~$30.4, and favorable manufacturing costs of $6.1. For the six month period ended June 30, 2017, income before income taxes was $284.6, a $3.1 increase as compared to the first six months of 2016. The increase is due primarily to the impact of higher sales volumes of $40.3, favorable manufacturing costs of $16.8 and lower SG&A costs of $2.9, partially offset by unfavorable price/mix of ~~$8.6,~~$47.5, higher marketing expenses of $5.7 and higher ~~SG&A costs~~interest expense of $1.6. For the nine month period ended September 30, 2016, income before income taxes was $441.7, a $45.9 increase as compared to the first nine months of 2015. The increase is due primarily to the impact of higher sales volumes of $50.4, favorable commodity and manufacturing costs of $37.9, partially offset by unfavorable price/mix of $16.9, higher SG&A costs of $16.5 and higher marketing expenses of $10.7.$3.1.

Consumer International net sales were ~~$133.8~~$145.1 in the ~~third~~second quarter of ~~2016,~~2017, an increase of ~~$9.1~~$8.7 or ~~7.3%~~6.4% as compared to the same period in ~~2015.~~ 2016. Consumer International net sales in the first ~~nine~~six months of ~~2016~~2017 were ~~$397.6,~~$288.2, an increase of ~~$21.6~~$24.4 or approximately ~~5.7%~~9.2% as compared to the same period in ~~2015.~~ 2016. The components of the net sales change are the following:

Excluding the impact of unfavorable foreign exchange rates, higher sales in the ~~third~~second quarter ended June 30, 2017 were primarily due to FEMFRESH and ~~nine~~BATISTE in the export business, ARM & HAMMER liquid laundry detergent, STERIMAR and OXICLEAN stain fighter gel in Mexico and BATISTE, VITAFUSION/L’IL CRITTERS and FEMFRESH in Australia. For the six months ended ~~September~~June 30, ~~2016~~2017 higher sales primarily occurred in exports, Canada, ~~Europe~~ and ~~Mexico. The~~Mexico, and were attributable to BATISTE, FEMFRESH, ARM & HAMMER ~~TROJAN~~liquid detergent, STERIMAR and ~~OXICLEAN brands had strong sales growth.~~ARM & HAMMER cat litter.

Consumer International ~~income~~loss before income taxes was ~~$19.8~~$23.7 in the ~~third~~second quarter 2017, a decrease of ~~2016, an increase of $3.5~~$39.9 compared to the same period in ~~2015~~2016 due primarily to ~~higher volume~~a pension settlement charge of ~~$6.0, favorable price/mix~~$39.2, unfavorable manufacturing and commodity costs of ~~$2.2 and lower~~$3.2, higher SG&A costs of ~~$0.6, partially offset by~~$2.7, higher marketing costs of $2.6 and unfavorable foreign exchange rates of ~~$3.8~~$2.2, partially offset by higher sales volumes of $9.3 and ~~higher marketing costs~~favorable price/mix of ~~$1.2.~~ $1.4. For the first ~~nine~~six months of ~~2016, income~~2017, loss before income taxes was ~~$54.1,~~$4.3, a ~~$13.9 increase~~$38.6 decrease as compared to the same period in ~~2015,~~2016, due primarily to ~~higher volumes~~the pension settlement charge of ~~$18.8, favorable price/mix of $9.4 and lower~~$39.2, higher SG&A costs of ~~$3.5, partially offset by~~$8.0, higher marketing costs of $5.3, unfavorable manufacturing and commodity costs of $3.6, unfavorable foreign exchange rates of ~~$10.3~~$3.4, and unfavorable price/mix of $0.9, partially offset by higher ~~marketing costs~~sales volumes of ~~$6.1. Last year’s results included an $8.9 pension settlement charge.~~$22.1.

SPD net sales were ~~$72.1 for~~$74.7 in the ~~third~~second quarter of ~~2016, a decrease~~2017, an increase of ~~$8.6~~$3.5 or ~~10.7%~~4.9% as compared to the same period in ~~2015. SPD~~2016. SPD net sales were ~~$217.1~~$149.1 for the first ~~nine~~six months of ~~2016, a decrease~~2017, an increase of ~~$18.8,~~$4.1, or ~~8.0%~~2.8% as compared to the same period of ~~2015.~~ 2016. The components of the net sales change are the following:

The net sales ~~decrease~~increase in the ~~third~~second quarter and ~~nine~~six month period of ~~2016 reflects lower sales~~2017 was driven primarily by improved price and volumes in the animal ~~nutrition~~productivity business ~~driven primarily by continued low~~where milk prices and U.S. dairy farm profitability remain at a ~~strong~~higher level than a year ~~ago results comparison. The low milk prices are due to an excess global supply of milk and weak exports due to a strong U.S. dollar.~~ago.

SPD income before income taxes was ~~$9.9~~$13.7 in the ~~third~~second quarter of ~~2016, a decrease~~2017, an increase of ~~$2.9~~$3.0 as compared to the same period in ~~2015~~2016 due primarily to ~~lower volumes~~higher sales volume of ~~$3.6 and~~$3.7, favorable price/product mix of $2.3, partially offset by higher manufacturing costs of ~~$2.4, partially offset by favorable foreign exchange rates~~$1.8 and higher SG&A costs of ~~$3.1.~~ $1.5. SPD income before income taxes was ~~$33.9~~$21.5 in the first ~~nine~~six months of ~~2016,~~2017, a decrease of ~~$9.0~~$2.5 as compared to the same period in ~~2015~~2016 due primarily to ~~lower volumes~~higher manufacturing costs of ~~$6.8,~~$5.9, higher SG&A costs of ~~$3.2, higher manufacturing~~$2.8 and costs ~~of $0.8 and $1.7~~ associated with the sale of the Brazilian chemical business of $3.5, partially offset by higher sales volume of $3.6, favorable price/product mix of $3.6, lower costs ~~to shut down~~associated with the Natronx joint venture ~~partially offset by~~of $1.5, lower marketing costs of $0.4 and favorable foreign exchange rates of ~~$3.3.~~$0.4.

The administrative costs of the Company’s production, planning and logistics functions are included in the SG&A expenses of each operating segment and as elements of cost of sales in the Company’s Condensed Consolidated Statements of Income. The Corporate segment includes equity in earnings of affiliates from Armand and ArmaKleen in the ~~third~~second quarter of ~~2016,~~2017 and ~~Armand, ArmaKleen~~

~~and Natronx in the third quarter of 2015.~~2016. The Corporate segment income before income taxes was ~~$2.5~~$3.1 in the ~~third~~second quarter of ~~2016,~~2017, as compared to ~~$3.1~~$2.5 in the same period in ~~2015.~~ 2016. The Corporate segment income before income taxes was ~~$6.7~~$5.2 for the first ~~nine~~six months of ~~2016,~~2017, as compared to ~~a loss of $8.4~~$4.2 in the same period in ~~2015. The loss for the nine month period in 2015 was the result of the $17.0 Natronx impairment charge.~~2016.

As of ~~September~~June 30, ~~2016,~~2017, the Company had ~~$232.1~~$237.6 in cash and cash equivalents, approximately ~~$773.0~~$369 available through the revolving facility under its principal credit agreement (the “Credit Agreement”) and its commercial paper program, and a commitment increase feature under the Credit Agreement that enables the Company to borrow up to an additional $600.0, subject to lending commitments of the participating lenders and certain conditions as described in the Credit Agreement. On April 3, 2017, the Company’s $200.0 term loan facility was drawn upon in full to improve liquidity and pay a portion of the outstanding commercial paper. To preserve its liquidity, the Company invests its cash primarily in government money market funds, prime money market funds, short-term commercial paper and ~~short term~~short-term bank deposits.

The current economic environment presents risks that could have adverse consequences for the Company’s liquidity. (See “Unfavorable economic conditions could adversely affect demand for the Company’s products” under “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015~~2016 (the “Form 10-K”.) The Company does not anticipate that current economic conditions will adversely affect its ability to comply with the financial covenant in the Credit Agreement because the Company currently is, and anticipates that it will continue to be, in compliance with the maximum leverage ratio requirement under the Credit Agreement.

On February ~~2, 2016,~~7, 2017, the Board declared a 6%7% increase in the regular quarterly dividend from ~~$0.168~~$0.1775 to ~~$0.178~~$0.19 per share, equivalent to an annual dividend of ~~$0.71~~$0.76 per share payable to stockholders of record as of February ~~16, 2016.~~21, 2017. The ~~decision~~increase raises the annual dividend payout from ~~$175.0~~$183 to approximately ~~$183.0,~~$195, and maintains the Company’s payout of dividends relative to net income at approximately 40%.

In connection with the Company’s share repurchase program authorized by the Board in ~~January of 2015~~November 2016 (the ~~“2015~~“2016 Share Repurchase Program”) and its evergreen repurchase program, the Company ~~repurchased~~purchased approximately ~~4.5~~6.0 million shares in the first ~~quarter~~six months of ~~2016~~2017 at a cost of ~~$200.0,~~approximately $300.0, of which approximately ~~$103.0~~ $125.0 was purchased under the evergreen share repurchase program and ~~approximately $97.0~~$175.0 was purchased under the ~~2015 Share Repurchase Program. On November 2,~~ 2016 the Board authorized a new share repurchase program, under which the Company may repurchase up to $500.0 in shares of Common Stock (the “2016 Share Repurchase Program”). The 2016 Share Repurchase Program will replace the 2015 Share Repurchase Program. The Company will continue its evergreen share repurchase program.

The Company anticipates that its cash from operations, together with its current borrowing capacity, will be sufficient to meet its capital expenditure program costs, which are expected to be a total of approximately ~~$50.0~~$45.0 in ~~2016,~~2017, fund its share repurchase programs to the extent implemented by management and pay dividends at the latest approved rate. Cash, together with the Company’s current borrowing capacity, may be used for acquisitions that would complement the Company’s existing product lines or geographic markets. The Company does not have any mandatory fixed rate debt principal payments in ~~2016.~~ 2017.

The Company will finance the acquisition of Waterpik 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 2.450% Senior Notes due 2022, $425.0 aggregate principal amount of 3.150% Senior Notes due 2027 and $400.0 aggregate principal amount of 3.950% Senior Notes due 2047. The remaining proceeds were used to pay down in its entirety and terminate the Company’s $200.0 term loan and to repay a portion of the Company’s outstanding commercial paper borrowings.

Net Cash Provided by Operating Activities – The Company’s primary source of liquidity is the strong cash flow provided by operating activities, which is dependent on the level of net income and changes in working capital. The Company’s net cash provided by operating activities in the ~~nine~~six months ended ~~September~~June 30, ~~2016 increased~~2017 decreased by ~~$86.2~~$47.2 to ~~$495.0~~$249.3 as compared to ~~$408.8~~$296.5 in the same period in ~~2015~~2016 due to ~~a reduction~~an increase in working capital, ~~and~~partially offset by higher cash earnings (net income plus non-cash expenses such as depreciation, amortization, non-cash compensation and asset impairment charges). The change in working capital is primarily due to ~~lower accounts receivable, as~~ a ~~result of factoring approximately $60.0 to a bank, a smaller increase~~large decrease in ~~inventories and higher~~ accounts payable and accrued ~~expenses.~~expenses due to a change in deferred compensation, incentive compensation and profit sharing payments and larger increases in inventory and accounts receivable. However, ~~The~~the Company measures working capital effectiveness based on its cash conversion cycle. The following table presents the Company’s cash conversion cycle information for the quarters ended ~~September~~June 30, ~~2016~~2017 and ~~2015:~~2016:

The Company's cash conversion cycle (defined as the sum of DSO and DIO less DPO) which is calculated using a 2 period average method, improved 98 days from the prior year amount of 3125 days to 2217 days at ~~September~~June 30, ~~2016~~2017 due primarily to improved ~~DSO~~DPO of 7 ~~days from 35 to 28 days due to factoring. DIO increased 3 days from 51 to 54 days. DPO improved by 5~~ days as the Company continues to extend payment terms with its suppliers. DIO improved 3 days from 56 to 53 days, offset by DSO which increased 2 days from 29 to 31 days. The improvement in the Company's cash conversion cycle reflects the Company's continued focus on reducing its average working capital requirements.

Net Cash Used in Investing Activities – Net cash used in investing activities during the first ~~nine~~six months of ~~2016~~2017 was ~~$202.8, principally~~$242.3, primarily reflecting ~~$175.5~~$160.3 for the ~~Toppik~~Viviscal Acquisition, $75.0 for the Agro Acquisition and ~~$28.1~~$10.4 for property, plant and equipment ~~expenditures.~~expenditures, partially offset by $4.5 of cash proceeds from the sale of the Brazil chemical business. Net cash used in investing activities during the first ~~nine~~six months of ~~2015~~2016 was ~~$122.6,~~$193.6, principally reflecting ~~$74.9~~$175.5 for the ~~acquisition of Varied Industries Corporation~~Toppik Acquisition and ~~$44.7~~$17.8 for property, plant and equipment ~~expenditures, in large part due to the Company’s new gummy vitamin manufacturing facility in York, Pennsylvania.~~expenditures.

Net Cash ~~Used in~~Provided by (Used in) Financing Activities – Net cash ~~used in~~provided by financing activities during the first ~~nine~~six months of ~~2016~~2017 was ~~$392.7,~~$33.2, primarily reflecting $207.2 of net commercial paper borrowings, $200.0 of long-term debt borrowings and $27.3 of proceeds from stock option exercises partially offset by $300.0 of repurchases of the Company’s Common Stock, ~~and $137.4~~$95.7 of cash dividend payments, ~~repayment~~and $4.6 of ~~$131.3 of commercial paper borrowings, offset by $77.4 of proceeds and tax benefits from stock option exercises and $4.2 of short term borrowings~~short-term debt repayments at an international subsidiary. Net cash used in financing activities during the first ~~nine~~six months of ~~2015~~2016 was ~~$480.3,~~$225.6, primarily reflecting ~~$263.1~~$200.0 of repurchases of ~~Common Stock, $131.4~~the Company’s common stock and $91.7 of cash dividend payments, ~~repayment of $118.3~~offset by $20.5 of commercial paper borrowings, ~~and $3.4~~$3.3 of ~~short term~~short-term borrowings at an international subsidiary ~~offset by $36.9~~and $47.6 of proceeds and tax benefits from stock option exercises.

For quantitative and qualitative disclosures about market risk affecting the Company, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015.~~2016. Our exposure to market risk has not changed materially since December 31, ~~2015.~~2016.

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 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 report, are effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission (the “Commission”), 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.

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.

This 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 impact of competitive laundry detergent products, including unit dose laundry detergent; the impact of foreign exchange and commodity price fluctuations; the Company’s investments in joint ventures; the impact of ~~acquisitions;~~acquisitions and divestitures; the consummation, financing and impact of the Waterpik Acquisition; capital expenditures; ~~and~~pension settlement charges; the Company’s share repurchase ~~programs.~~programs and the Company’s effective tax rate. 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, including The Procter & Gamble Company’s participation in the value laundry detergent category and Henkel’s entry into the U.S. premium laundry detergent category; Henkel’s acquisition of Sun ~~Products,~~Products; 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; ~~the~~ implications of the United Kingdom’s withdrawal from the European Union; 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.

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 U. S. federal securities laws. You are advised, however, to consult any further disclosures the Company makes on related subjects in its filings with the Commission.

~~The Company,~~In addition to the matters described below, 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. ~~Litigation is~~Such proceedings are generally subject to ~~many uncertainties,~~considerable uncertainty, and ~~the outcome of certain individual litigated matters may not be reasonably predictable~~their outcomes, and any related damages, may not be reasonably predictable or estimable. ~~Certain legal actions, including those described below,~~While any such proceedings could result in an adverse outcome for the Company, ~~and~~ any such adverse outcome ~~could~~is not expected to have a material adverse effect on the Company’s business, financial condition, results of operations, ~~and~~or cash flows.

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 of an amount in excess of $20 million, as well as declaratory relief, statutory prejudgment interest and attorneys’ fees and costs.

In connection with this matter, the Company has reserved an ~~immaterial amount. Although any damages ultimately paid by~~amount that is immaterial. However, it is reasonably possible that the Company may ~~exceed this amount, it~~ultimately be required to pay all or substantially all of the damages and other amounts sought by Plaintiff. It is not currently possible to more precisely estimate the amount or range of any ~~such excess; however, any such~~amounts that the Company may be required to pay in excess ~~could have a material adverse effect on~~of the ~~Company’s business, financial condition, results of operations~~reserved amount because expert discovery with respect to damages is not sufficiently advanced and ~~cash flows.~~the outcome thereof is uncertain.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Form 10-K, which could materially affect the Company’s business, financial condition or future results.

The Company repurchases shares of its Common Stock from time to time pursuant to its publicly announced share repurchase programs. The following table contains information for shares repurchased during the second quarter of 2017.

~~On November 2, 2016,~~⁽²⁾ In the ~~Board authorized~~second quarter of 2017, the ~~$500.0~~Company purchased 2.9 million shares for $142.9 under the 2016 Share Repurchase Program. The ~~2016 Share Repurchase Program does not have an expiration and will replace the Company’s 2015 Share Repurchase Program. The Company will continue its~~ evergreen share repurchase ~~program. Purchases made pursuant to the 2016 Share Repurchase Program may be suspended or discontinued at any time. The Company did~~program has no specified cap and therefore is not ~~repurchase any shares of Common Stock during the three month period ended September 30, 2016.~~reflected in this column.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	September 30,		December 31,		June 30,		December 31,
	2016		2015		2017		2016
Land	$	25.2	$	25.2	$	25.1	$	25.1
Buildings and improvements		288.9		277.3		290.1		284.7
Machinery and equipment		678.3		665.2		693.0		680.1
Software		89.1		84.9		91.0		90.4
Office equipment and other assets		60.7		59.2		63.3		60.8
Construction in progress		30.2		33.2		18.2		24.2
Gross PP&E		1,172.4		1,145.0		1,180.7		1,165.3
Less accumulated depreciation and amortization		579.7		535.4		607.5		576.7
Net PP&E	$	592.7	$	609.6	$	573.2	$	588.6

	Acquisition Date
Toppik Acquisition	Fair Value
Inventory and other working capital assets	$	9.6
Property, plant and equipment and other long-term assets		0.2
Trade names and other intangibles		115.8
Goodwill		52.1
Current liabilities		(2.2	)
Cash purchase price as of September 30, 2016 (net of cash acquired)	$	175.5

	Agro
	Acquisition Date
	Preliminary
	Fair Value
Inventory and other assets	$	2.4
Trade names and other intangibles		37.0
Goodwill		53.4
Long-term liabilities		(17.8	)
Cash purchase price (net of cash acquired)	$	75.0

	Viviscal
	Acquisition Date
	Preliminary
	Fair Value
Inventory and other working capital	$	10.3
Trade names and other intangibles		119.6
Goodwill		36.9
Current liabilities		(6.5	)
Cash purchase price (net of cash acquired)	$	160.3

	Three Months Ended	Nine Months Ended
	September 30,	September 30,
Net Sales - Consumer International	2016	2016
Product volumes sold	8.3%	7.8%
Pricing/Product mix	3.8%	2.9%
Foreign exchange rate fluctuations / Other	(4.9)%	(6.2)%
Volume from acquired product lines ⁽¹⁾	0.1%	1.2%
Net Sales increase	7.3%	5.7%

Item		Page		Page
1.	Financial Statements	3	Financial Statements	3

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

3.	Quantitative and Qualitative Disclosures about Market Risk	24	Quantitative and Qualitative Disclosures about Market Risk	27

4.	Controls and Procedures	24	Controls and Procedures	27

1.	Legal Proceedings	25	Legal Proceedings	28

1A.	Risk Factors	26	Risk Factors	28

2.	Unregistered Sales of Equity Securities and Use of Proceeds	26	Unregistered Sales of Equity Securities and Use of Proceeds	29

6.	Exhibits	26	Exhibits	30

	Notional		Notional		Notional		Notional
	Amount		Amount		Amount		Amount
	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
Derivatives designated as hedging instruments
Foreign exchange contracts	$	113.0	$	118.0	$	111.3	$	94.1
Interest rate swap	$	300.0	$	300.0	$	300.0	$	300.0
Interest rate lock agreements⁽¹⁾					$	400.0	$	0.0
Diesel fuel contracts	2.5 gallons		2.0 gallons		5.5 gallons		2.0 gallons
Derivatives not designated as hedging instruments
Foreign exchange contracts	$	7.6	$	33.2	$	0.0	$	1.8
Equity derivatives	$	33.4	$	32.4	$	23.2	$	34.4

	Consumer			Consumer			Specialty
	Domestic			International			Products		Total
Balance at December 31, 2015	$	1,242.2		$	62.6		$	50.1	$	1,354.9
Toppik acquired goodwill		38.5			13.6			0.0		52.1
Other		(0.8	)		(0.1	)		0.0		(0.9	)
Balance at September 30, 2016	$	1,279.9		$	76.1		$	50.1	$	1,406.1

Segment			Products
Consumer Domestic			Household and personal care products
Consumer International			Primarily personal care products
SPD			Specialty chemical products

	As of							As of
	September 30, 2016		September 30, 2015		Change			June 30, 2017		June 30, 2016		Change
Days of sales outstanding in accounts receivable ("DSO")		28		35		(7	)		31		29		2
Days of inventory outstanding ("DIO")		54		51		3			53		56		(3	)
Days of accounts payable outstanding ("DPO")		60		55		5			67		60		(7	)
Cash conversion cycle		22		31		(9	)		17		25		(8	)

Period	Total Number of Shares Purchased		Average Price Paid per Share⁽¹⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under All Programs⁽²⁾
4/1/2017 to 4/30/2017		2,854,804	$	50.05		142,877,631	$	125,000,207
5/1/2017 to 5/31/2017		0		0		0	$	125,000,207
6/1/2017 to 6/30/2017	0		0		0		$	125,000,207
Total		2,854,804	$	50.05		142,877,631

•	(3.1)	Certificate of Amendment of Restated Certificate of Incorporation dated May 8, 2017, as filed with the Secretary of the State of Delaware on May 8, 2017.

•	(3.2)	Restated Certificate of Incorporation of the Company, as ~~amended, incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended March 27, 2009.~~amended.

	~~(3.2)~~(3.3)	By-laws of the Company, amended and restated as of January 27, 2016, incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on February 2, 2016.

	(10.1)	Church & Dwight Co., Inc. Amended and Restated Annual Incentive Plan, as approved by the Company’s stockholders on May 4, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2017.

•	(31.1)	Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.

•	(31.2)	Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.

•	(32.1)	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.

•	(32.2)	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.

	(101)	The following materials from Church & Dwight Co., Inc.’s quarterly report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2016~~2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~September~~June 30, ~~2015,~~2016, (ii) Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~September~~June 30, ~~2015,~~2016, (iii) Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~September~~June 30, ~~2015,~~2016, (v) Condensed Consolidated Statements of Stockholders’ Equity for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~September~~June 30, ~~2015~~2016 and (vi) Notes to Consolidated Financial Statements.

		CHURCH & DWIGHT CO., INC.
		(REGISTRANT)

DATE:	~~November~~August 3, ~~2016~~2017	/s/ Richard A. Dierker
		RICHARD A. DIERKER
		Executive Vice President
		and Chief Financial Officer
		(Principal Financial Officer)

DATE:	~~November~~August 3, ~~2016~~2017	/s/ Steven J. Katz
		STEVEN J. KATZ
		VICE PRESIDENT AND
		CONTROLLER
		(PRINCIPAL ACCOUNTING OFFICER)

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