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

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

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

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

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

As of ~~July 29, 2020,~~April 27, 2021, there were ~~247,311,944~~245,245,902 shares of Common Stock outstanding.

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,			June 30,			June 30,			June 30,			March 31,			March 31,
	2020			2019			2020			2019			2021			2020
Net Sales	$	1,194.3		$	1,079.4		$	2,359.5		$	2,124.1		$	1,238.9		$	1,165.2
Cost of sales		634.7			597.9			1,267.9			1,171.8			688.0			633.2
Gross Profit		559.6			481.5			1,091.6			952.3			550.9			532.0
Marketing expenses		122.3			129.1			218.7			227.2			98.7			96.4
Selling, general and administrative expenses		186.6			165.0			307.6			296.9			149.6			121.0
Income from Operations		250.7			187.4			565.3			428.2			302.6			314.6
Equity in earnings of affiliates		2.0			1.7			3.6			3.4			2.6			1.6
Investment earnings		0.3			0.2			0.4			0.7
Investment earnings, net														(0.1	)		0.1
Other income (expense), net		(0.2	)		(0.1	)		(0.8	)		(0.2	)		(0.1	)		(0.6	)
Interest expense		(16.8	)		(18.9	)		(33.1	)		(36.7	)		(14.0	)		(16.3	)
Income before Income Taxes		236.0			170.3			535.4			395.4			291.0			299.4
Income taxes		46.3			31.8			115.9			81.2			70.3			69.6
Net Income	$	189.7		$	138.5		$	419.5		$	314.2		$	220.7		$	229.8

Weighted average shares outstanding - Basic		246.2			246.4			245.9			246.2			245.2			245.6
Weighted average shares outstanding - Diluted		251.3			252.7			251.2			252.3			249.8			251.0
Net income per share - Basic	$	0.77		$	0.56		$	1.71		$	1.28		$	0.90		$	0.94
Net income per share - Diluted	$	0.75		$	0.55		$	1.67		$	1.25		$	0.88		$	0.92
Cash dividends per share	$	0.24		$	0.23		$	0.48		$	0.45		$	0.25		$	0.24

	June 30,			December 31,			March 31,			December 31,
	2020			2019			2021			2020
Assets
Current Assets
Cash and cash equivalents	$	451.7		$	155.7		$	127.5		$	183.1
Accounts receivable, less allowances of $4.2 and $2.4		344.5			356.4
Accounts receivable, less allowances of $4.6 and $3.7								405.8			398.8
Inventories		455.5			417.4			541.3			495.4
Other current assets		25.0			26.9			37.2			35.1
Total Current Assets		1,276.7			956.4			1,111.8			1,112.4

Property, Plant and Equipment, Net		568.7			573.0			611.7			612.8
Equity Investment in Affiliates		10.6			9.7			9.9			9.1
Trade Names and Other Intangibles, Net		2,697.9			2,750.0			3,079.4			3,110.2
Goodwill		2,078.2			2,079.5			2,229.6			2,229.6
Other Assets		286.9			288.8			338.5			340.4
Total Assets	$	6,919.0		$	6,657.4		$	7,380.9		$	7,414.5

Liabilities and Stockholders' Equity
Current Liabilities
Short-term borrowings	$	65.8		$	252.9		$	282.2		$	351.4
Accounts payable and accrued expenses		842.3			831.9			846.4			1,024.5
Income taxes payable		88.5			7.5			66.7			12.7
Business Acquisition Liabilities								79.0			0.0
Total Current Liabilities		996.6			1,092.3			1,274.3			1,388.6

Long-term Debt		1,811.4			1,810.2			1,813.1			1,812.5
Deferred Income Taxes		582.2			579.6			722.5			707.3
Deferred and Other Long-term Liabilities		359.0			315.5			339.8			367.7
Business Acquisition Liabilities		171.0			192.0			20.0			118.0
Total Liabilities		3,920.2			3,989.6			4,169.7			4,394.1

Commitments and Contingencies
Stockholders' Equity
Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; NaN issued		0.0			0.0			0.0			0.0
Common Stock, $1.00 par value, Authorized 600,000,000 shares and 292,855,100 shares issued as of June 30, 2020 and December 31, 2019		292.8			292.8
Common Stock, $1.00 par value, Authorized 600,000,000 shares and 292,855,100 shares issued as of March 31, 2021 and December 31, 2020								292.8			292.8
Additional paid-in capital		302.8			295.5			306.2			274.4
Retained earnings		4,538.8			4,237.4			4,944.8			4,786.0
Accumulated other comprehensive loss		(98.3	)		(66.7	)		(54.6	)		(77.6	)
Common stock in treasury, at cost: 45,874,148 shares as of June 30, 2020 and 47,439,300 shares as of December 31, 2019		(2,037.3	)		(2,091.2	)
Common stock in treasury, at cost: 47,693,582 shares as of March 31, 2021 and 47,494,982 shares as of December 31, 2020								(2,278.0	)		(2,255.2	)
Total Stockholders' Equity		2,998.8			2,667.8			3,211.2			3,020.4
Total Liabilities and Stockholders' Equity	$	6,919.0		$	6,657.4		$	7,380.9		$	7,414.5

	Three Months Ended
	March 31,			March 31,
	2021			2020
Cash Flow From Operating Activities
Net Income	$	220.7		$	229.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		16.8			16.0
Amortization expense		38.1			30.2
Change in fair value of business acquisition liabilities		(19.0	)		(27.0	)
Deferred income taxes		8.1			8.1
Equity in net earnings of affiliates		(2.6	)		(1.6	)
Distributions from unconsolidated affiliates		1.7			1.3
Non-cash compensation expense		3.1			2.7
Gain on sale of assets		0.0			(3.0	)
Other		1.7			2.1
Change in assets and liabilities:
Accounts receivable		(8.3	)		(8.3	)
Inventories		(46.3	)		15.2
Other current assets		1.9			(5.0	)
Accounts payable and accrued expenses		(168.1	)		(74.0	)
Income taxes payable		55.0			54.0
Other operating assets and liabilities, net		(2.6	)		(4.0	)
Net Cash Provided By Operating Activities		100.2			236.5
Cash Flow From Investing Activities
Additions to property, plant and equipment		(26.3	)		(16.8	)
Proceeds from sale of assets		0.0			7.0
Other		(3.7	)		(1.6	)
Net Cash Used In Investing Activities		(30.0	)		(11.4	)
Cash Flow From Financing Activities
Short-term debt borrowings, net of (repayments)		(69.0	)		719.9
Proceeds from stock options exercised		5.9			9.3
Payment of cash dividends		(61.9	)		(59.0	)
Deferred financing and other		0.0			(0.1	)
Net Cash (Used In) Provided By Financing Activities		(125.0	)		670.1
Effect of exchange rate changes on cash and cash equivalents		(0.8	)		(4.3	)
Net Change In Cash and Cash Equivalents		(55.6	)		890.9
Cash and Cash Equivalents at Beginning of Period		183.1			155.7
Cash and Cash Equivalents at End of Period	$	127.5		$	1,046.6

Six Months Ended

June 30,

June 30,

2020

2019

Cash Flow From Operating Activities

Net Income
$
419.5

$
314.2

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation expense

32.0

31.9

Amortization expense

60.4

51.0

Deferred income taxes

11.4

6.0

Equity in net earnings of affiliates

(3.6
)

(3.4
)
Distributions from unconsolidated affiliates

2.7

1.6

Non-cash compensation expense

15.8

15.0

Gain on sale of assets

(3.0
)

0.0

Other

1.6

3.5

Change in assets and liabilities:

Accounts receivable

5.9

(37.3
)
Inventories

(42.7
)

(17.9
)
Other current assets

(2.1
)

0.9

Accounts payable and accrued expenses

35.8

6.7

Income taxes payable

87.1

(11.6
)
Change in fair value of business acquisition liabilities

(20.7
)

0.0

Other operating assets and liabilities, net

(1.5
)

(9.4
)
Net Cash Provided By Operating Activities

598.6

351.2

Cash Flow From Investing Activities

Additions to property, plant and equipment

(30.9
)

(23.6
)
Proceeds from sale of assets

7.0

0.0

Acquisitions

0.0

(475.0
)
Other

(2.5
)

(3.8
)
Net Cash Used In Investing Activities

(26.4
)

(502.4
)
Cash Flow From Financing Activities

Long-term debt borrowings

0.0

300.0

Long-term debt (repayments)

0.0

(300.0
)
Short-term debt borrowings, net of (repayments)

(186.2
)

109.8

Proceeds from stock options exercised

44.9

37.0

Payment of cash dividends

(118.1
)

(112.0
)
Purchase of treasury stock

0.0

(100.0
)
Payment of contingent consideration

(14.5
)

0.0

Deferred financing and other

(0.1
)

(2.5
)
Net Cash Used In Financing Activities

(274.0
)

(67.7
)
Effect of exchange rate changes on cash and cash equivalents

(2.2
)

0.1

Net Change In Cash and Cash Equivalents

296.0

(218.8
)
Cash and Cash Equivalents at Beginning of Period

155.7

316.7

Cash and Cash Equivalents at End of Period
$
451.7

$
97.9

	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, 2019		292.8		(47.4	)	$	292.8	$	295.5	$	4,237.4		$	(66.7	)	$	(2,091.2	)	$	2,667.8
Net income		0.0		0.0			0.0		0.0		229.8			0.0			0.0			229.8
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			(32.7	)		0.0			(32.7	)
Cash dividends		0.0		0.0			0.0		0.0		(59.0	)		0.0			0.0			(59.0	)
Stock based compensation expense and stock option plan transactions		0.0		0.3			0.0		0.2		0.0			0.0			11.7			11.9
March 31, 2020		292.8		(47.1	)	$	292.8	$	295.7	$	4,408.2		$	(99.4	)	$	(2,079.5	)	$	2,817.8

December 31, 2020		292.8		(47.4	)	$	292.8	$	274.4	$	4,786.0		$	(77.6	)	$	(2,255.2	)	$	3,020.4
Net income		0.0		0.0			0.0		0.0		220.7			0.0			0.0			220.7
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			23.0			0.0			23.0
Cash dividends		0.0		0.0			0.0		0.0		(61.9	)		0.0			0.0			(61.9	)
Stock purchases		0.0		(0.4	)		0.0		30.0		0.0			0.0			(30.0	)		0.0
Stock based compensation expense and stock option plan transactions		0.0		0.1			0.0		1.8		0.0			0.0			7.2			9.0
March 31, 2021		292.8		(47.7	)	$	292.8	$	306.2	$	4,944.8		$	(54.6	)	$	(2,278.0	)	$	3,211.2

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, 2018

292.8

(46.0
)

$
292.8

$
280.8

$
3,832.6

$
(53.6
)

$
(1,898.8
)

$
2,453.8

Adoption of new accounting pronouncements

0.0

0.0

0.0

0.0

13.0

0.0

0.0

13.0

Net income

0.0

0.0

0.0

0.0

175.7

0.0

0.0

175.7

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

(55.9
)

0.0

0.0

(55.9
)
Stock purchases

0.0

(1.5
)

0.0

0.0

0.0

0.0

(100.0
)

(100.0
)
Stock based compensation expense and
    stock option plan transactions

0.0

0.7

0.0

0.5

0.0

0.0

18.1

18.6

March 31, 2019

292.8

(46.8
)

$
292.8

$
281.3

$
3,965.4

$
(59.5
)

$
(1,980.7
)

$
2,499.3

Net income

0.0

0.0

0.0

0.0

138.5

0.0

0.0

138.5

Other comprehensive
   income (loss)

0.0

0.0

0.0

0.0

0.0

(8.9
)

0.0

(8.9
)
Cash dividends

0.0

0.0

0.0

0.0

(56.1
)

0.0

0.0

(56.1
)
Stock based compensation expense and
    stock option plan transactions

0.0

0.9

0.0

7.0

0.0

0.0

25.0

32.0

June 30, 2019

292.8

(45.9
)

$
292.8

$
288.3

$
4,047.8

$
(68.4
)

$
(1,955.7
)

$
2,604.8

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, 2019

292.8

(47.4
)

$
292.8

$
295.5

$
4,237.4

$
(66.7
)

$
(2,091.2
)

$
2,667.8

Net income

0.0

0.0

0.0

0.0

229.8

0.0

0.0

229.8

Other comprehensive
   income (loss)

0.0

0.0

0.0

0.0

0.0

(32.7
)

0.0

(32.7
)
Cash dividends

0.0

0.0

0.0

0.0

(59.0
)

0.0

0.0

(59.0
)
Stock based compensation expense and
    stock option plan transactions

0.0

0.3

0.0

0.2

0.0

0.0

11.7

11.9

March 31, 2020

292.8

(47.1
)

$
292.8

$
295.7

$
4,408.2

$
(99.4
)

$
(2,079.5
)

$
2,817.8

Net income

0.0

0.0

0.0

0.0

189.7

0.0

0.0

189.7

Other comprehensive
   income (loss)

0.0

0.0

0.0

0.0

0.0

1.1

0.0

1.1

Cash dividends

0.0

0.0

0.0

0.0

(59.1
)

0.0

0.0

(59.1
)
Stock based compensation expense and
    stock option plan transactions

0.0

1.2

0.0

7.1

0.0

0.0

42.2

49.3

June 30, 2020

292.8

(45.9
)

$
292.8

$
302.8

$
4,538.8

$
(98.3
)

$
(2,037.3
)

$
2,998.8

These condensed consolidated financial statements have been prepared by Church & Dwight Co., Inc. (the “Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for all periods presented have been made. Results of operations for interim periods may not be representative of results to be expected for the full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the “Form 10-K”).

The Company incurred research and development expenses in the ~~second~~first quarter of 2021 and 2020 of $24.1 and ~~2019 of $24.6 and $22.4,~~$21.7, respectively.~~The Company incurred research and development expenses in the first six months of 2020 and 2019 of $46.3 and $43.1, respectively.~~ These expenses are included in selling, general and administrative (“SG&A”) expenses.

In June 2016, the FASB issued accounting guidance (with subsequent targeted amendments) which modifies the measurements of expected credit losses for certain financial instruments and financial assets, including trade receivables. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In March 2020, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued new accounting guidance intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance was effective beginning on March 12, 2020, and the Company may apply the amendments prospectively to contract modifications made or relationships entered into or evaluated through December 31, 2022. The adoption of this guidance did not have an impact on the Company’s consolidated financial position, results of operations or cash flows in the current period. The Company will continue to evaluate the impacts of this guidance on future contract ~~modifications.~~modifications through December 31, 2022.

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 the Company’s common stock (“Common Stock”) and the weighted average number of shares outstanding during the reported period. Diluted EPS includes additional dilution from potential Common Stock issuable pursuant to the exercise of outstanding stock options.

The following table sets forth a reconciliation of the weighted average number of shares of Common Stock outstanding to the weighted average number of shares outstanding on a diluted basis:

Weighted

Average

Weighted

Remaining

Average

Contractual

Aggregate

Exercise

Term

Intrinsic

Options

Price

(in Years)

Value

Outstanding at December 31, 2019

14.0

$
43.23

Granted

1.8

73.89

Exercised

(1.5
)

29.35

Cancelled

(0.1
)

61.87

Outstanding at June 30, 2020

14.2

$
48.61

5.9

$
407.0

Exercisable at June 30, 2020

8.9

$
38.78

4.2

$
341.9

						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
				Exercise		Term		Intrinsic
	Options			Price		(in Years)		Value
Outstanding at December 31, 2020		12.7		$	50.72
Exercised		(0.1	)		32.04
Outstanding at March 31, 2021		12.6		$	51.02		5.6	$	454.1
Exercisable at March 31, 2021		7.4		$	40.13		3.7	$	348.7

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:~~

On November 1, 2017, the Board authorized a share repurchase program, under which the Company may repurchase up to $500.0 in shares of Common Stock (the “2017 Share Repurchase Program”). The 2017 Share Repurchase Program does not have an expiration. The Company also continued its evergreen share repurchase program, authorized by the Board on January 29, 2014, under which the Company may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under the Company’s incentive plans.

In December 2020, the Company entered into an accelerated share repurchase (“ASR”) contract with a commercial bank to purchase Common Stock. The Company ~~did 0t repurchase any~~paid $300.0 to the bank, inclusive of fees, and received an initial delivery of shares equal to $270.0, or 3.1 million shares. The Company used cash on hand and short-term borrowings to fund the initial purchase price. Upon the completion of ~~its common stock~~the ASR, which ended in February 2021, the ~~first six months of 2020.~~bank delivered an additional 0.4 million shares to the Company. The final shares delivered to the Company were determined by the average price per share paid by the bank during the purchase period. All 3.5 million shares were purchased under the Company’s evergreen program. As a result of the Company’s stock repurchases in recent years, there remains $210.0 of share repurchase availability under the 2017 Share Repurchase Program as of ~~June 30, 2020.~~March 31, 2021.

The following table presents the carrying amounts and estimated fair values of the Company’s other financial instruments at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:

		June 30, 2020						December 31, 2019							March 31, 2021						December 31, 2020
	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	$	226.8		$	226.8		$	65.3		$	65.3		Level 1	$	20.5		$	20.5		$	73.7		$	73.7
Financial Liabilities:
Short-term borrowings	Level 2		65.8			65.8			252.9			252.9		Level 2		282.2			282.2			351.4			351.4
Term loan due May 1, 2022	Level 2		300.0			300.0			300.0			300.0		Level 2		300.0			300.0			300.0			300.0
2.45% Senior notes due August 1, 2022	Level 2		299.8			310.4			299.8			302.6		Level 2		299.9			308.2			299.9			310.1
2.875% Senior notes due October 1, 2022	Level 2		399.9			418.5			399.9			408.2		Level 2		399.9			414.4			399.9			416.6
3.15% Senior notes due August 1, 2027	Level 2		424.7			465.8			424.7			438.9		Level 2		424.7			461.3			424.7			472.4
3.95% Senior notes due August 1, 2047	Level 2		397.4			470.1			397.3			427.1		Level 2		397.4			435.9			397.4			502.2
Interest Rate Swap Lock Agreement asset (liability)	Level 2		(67.6	)		(67.6	)		(29.5	)		(29.5	)	Level 2		(27.9	)		(27.9	)		(57.0	)		(57.0	)
Business Acquisition Liabilities	Level 3		171.0			171.0			206.2			206.2		Level 3		99.0			99.0			118.0			118.0

The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021.

Refer to Note 2 in the Form 10-K for a description of the methods and assumptions used to estimate the fair value of each class of financial instruments reflected in the condensed consolidated balance sheets.

The business acquisition liabilities represent the estimated fair value of additional future ~~earn-outs~~contingent consideration payable for acquisitions of businesses that included ~~earn-out~~contingent consideration clauses. The ~~valuation~~fair value of the ~~contingent consideration~~business acquisition liabilities is ~~being~~ evaluated on an ongoing basis and is based on management estimates and entity-specific assumptions which are considered Level 3 inputs. In the ~~six months ended June 30, 2020,~~first quarter of 2021, the Company decreased the fair value estimate of the ~~contingent consideration~~business acquisition liability for the Flawless Acquisition (as defined in Note 10) by ~~$21.0~~$19.0 from ~~$192.0~~$98.0 to ~~$171.0~~$79.0 based on the revised valuation due to updated sales ~~forecasts as well as the passage of time.~~forecasts. The ~~$21.0~~$19.0 reduction of SG&A expense was recorded within the Consumer Domestic and Consumer International ~~Segments.~~segments. The Flawless Acquisition business acquisition ~~liabilities for December 31, 2019 also included a $14.2~~ liability ~~for the Agro Acquisition. The Agro Acquisition earnout was~~is expected to be paid in the ~~second~~first half of 2022 and was reclassified to Current Liabilities in the first quarter of ~~2020. As of~~2021. At both March 31, 2021 and December 31, ~~2019,~~2020, the ~~Agro~~Company had a business acquisition liability of $20.0

in connection with the Zicam Acquisition (as defined in Note 10). Any amount that may be due for the Zicam Acquisition business acquisition liability ~~was recorded within Accounts Payable and Accrued Expenses.~~ is payable five years from the closing.

The Company has entered into interest rate swap lock agreements (“Interest Rate Swap Lock Agreements”) which are used to hedge the risk of changes in the interest payments attributable to changes in the benchmark U.S. Dollar LIBOR interest rate associated with anticipated issuances of debt. The liability ~~increased~~decreased by ~~$38.1~~$29.1 during the first ~~six months~~quarter of ~~2020~~2021 primarily due to ~~lower~~higher current and projected interest rates ~~resulting from~~and is recorded in Deferred and Other Long-term Liabilities with the ~~COVID-19 pandemic.~~offset in Accumulated Other Comprehensive Loss and Deferred Taxes.

The carrying amounts of accounts receivable, and accounts payable and accrued expenses, approximated estimated fair values as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

Changes in interest rates, foreign exchange rates, the price of the Common Stock and commodity prices expose the Company to market risk. The Company manages these risks by the use of derivative instruments, such as cash flow and fair value hedges, diesel and commodity hedge contracts, equity derivatives and foreign exchange forward contracts. The Company does not use derivatives for trading or speculative purposes. Refer to Note 3 in the Form 10-K for a discussion of each of the Company’s derivative instruments in effect as of December 31, ~~2019.~~2020.

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:

Excluding the Interest Rate Swap Lock ~~Agreement~~Agreements disclosed in Note 8, 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.~~statements during the first quarter of 2021.

On December 1, 2020, the Company acquired all of the outstanding equity of Consumer Health Holdco LLC, the owner of the ZICAM™ brand and cold remedy products business (the “Zicam Acquisition”). The Company paid $512.7, net of cash acquired, at closing and deferred an additional cash payment of $20.0 related to certain indemnifications provided by the seller. The deferred amount is recorded in Business Acquisition Liabilities on the condensed consolidatedbalance sheet and any amount that may be due for the business acquisition liability is payable five years from the closing. Zicam’s annual net sales for the year ended December 31, 2020 were approximately $107.0. The acquisition was financed by the Company with a combination of cash on hand and short-term borrowings. The ZICAM business is managed in the Consumer Domestic segment.

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

The trade names and other intangible assets were valued using a discounted cash flow model. All of the intangible assets recognized from the Zicam Acquisition have a useful life which ranges from 10 - 20 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the Zicam Acquisition are not deductible for U.S. tax purposes.

On May 1, 2019, the Company closed on its previously announced acquisition of the FLAWLESS ~~hair removal~~ business (the “Flawless Acquisition”) from Ideavillage Products Corporation (“Ideavillage”). The Company paid $475.0 at closing and may make an additional ~~contingent consideration~~business acquisition liability payment ~~up to a maximum of $425.0 in cash,~~ based on a trailing twelve-month net sales target ending no later than December 31, 2021. The transaction was funded with a three-year term loan and commercial paper borrowings. There was a six-month integration transition period in which the net cash received from Ideavillage was accounted for as other revenue as a component of net sales. The Company purchased the inventory as part of the acquisition following the transition period, and at such time the Company became the principal party to the sales ~~transactions.~~transactions and began recording revenue on a gross basis. The FLAWLESS ~~hair removal~~ business is managed in the Consumer Domestic and Consumer International segments and represents an addition to the Company’s specialty haircare portfolio which includes BATISTE dry shampoo, VIVISCAL hair thinning supplements, and TOPPIK hair fibers.

As a result of the Company purchasing assets, the goodwill and other intangible assets associated with the Flawless Acquisition are deductible for U.S. tax purposes. The trade names and other intangible assets were valued using a discounted cash flow model. ~~The life~~All of the ~~amortizable~~ intangible assets recognized from the Flawless Acquisition have a useful life which ranges from 15 - 20 years. The goodwill is a result of expected synergies from combined operations of the acquired business and the Company. Pro forma results are not presented because the impact of the acquisition iswas not material to the Company’s consolidated financial results. The contingent liability is remeasured at each balance sheet date until the completion of the earn-out period. Subsequent to the date of the Flawless Acquisition, the Company decreased the fair value estimate of the contingent consideration liability by $11.0 from $182.0 to $171.0 as of the six months ended June 30, 2020 based on the revised valuation due to updated sales forecasts as well as the passage of time. Ideavillage will continue to help support the business through a separate long-term transition services agreement.

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

	June 30, 2020								December 31, 2019							March 31, 2021								December 31, 2020
	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	$	1,020.4	$	(242.0	)	$	778.4	3-20	$	1,025.8	$	(219.7	)	$	806.1	$	1,389.1	$	(286.3	)	$	1,102.8	3-20	$	1,389.6	$	(269.6	)	$	1,120.0
Customer Relationships		584.8		(272.9	)		311.9	15-20		584.8		(255.0	)		329.8		659.5		(301.0	)		358.5	15-20		659.5		(291.2	)		368.3
Patents/Formulas		211.4		(79.1	)		132.3	4-20		211.4		(73.0	)		138.4		230.5		(88.9	)		141.6	4-20		230.5		(85.3	)		145.2
Non-Compete Agreement		0.0		0.0			0.0	5-10		0.4		(0.4	)		0.0
Total	$	1,816.6	$	(594.0	)	$	1,222.6		$	1,822.4	$	(548.1	)	$	1,274.3	$	2,279.1	$	(676.2	)	$	1,602.9		$	2,279.6	$	(646.1	)	$	1,633.5

Intangible amortization expense was ~~$24.5~~$30.5 and ~~$22.7 for the second quarter of 2020 and 2019, respectively. Intangible amortization expense amounted to $49.0 and $40.3~~$24.5 for the first ~~six~~three months of ~~2020~~2021 and ~~2019,~~2020, respectively. The Company estimates that intangible amortization expense will be approximately ~~$98.0~~$120.0 in ~~2020~~2021 and approximately ~~$96.0~~$116.0 to ~~$88.0~~$107.0 annually over the next five years.

During the first quarter of 2020, the Company sold its PERL WEISS® toothpaste brand in Germany with a tradename net book value of $2.7 and corresponding goodwill of $1.3 for cash proceeds of $7.0. The $3.0 gain associated with this transaction was recorded as a reduction of SG&A expense in the Consumer International segment.

Fair value for indefinite lived intangible assets was estimated based on a “relief from royalty” or “excess earnings” discounted cash flow method, which contains numerous variables that are subject to change as business conditions change, and therefore could impact fair values in the future. The key assumptions used in determining fair value are sales growth, profitability margins, tax rates and discount rates. The Company determined that the fair value of all ~~other~~indefinite lived intangible assets for each of the years in the three-year period ended December 31, ~~2019~~2020 exceeded their respective carrying values based upon the forecasted cash flows and profitability. ~~The Company considers all of its personal care brands fair value to substantially exceed their carrying value.~~ However, in recent years the Company’s TROJAN business, specifically the condom category, has not grown and competition has increased resulting in a ~~potential~~ reduction in expected future cash flows. As a result, the TROJAN business has experienced sales and profit declines that has eroded a portion of the excess between the fair and carrying value of the tradename, which could potentially result in an ~~impairment of the tradename.~~impairment. The carrying value of the TROJAN tradename is $176.4 ~~million. As of December 31, 2019,~~and fair value exceeded carrying value by ~~26%. Key~~53% as of December 31, 2020. The key assumptions used

in the projections from the Company’s October 1, 2020 impairment analysis include discount rates of ~~9.5%~~7.0% in the U.S. and ~~11.5%~~9.0% internationally, growth assumptions ~~of 0% to 2%~~commensurate with its outlook for the brand and the category based on recent trends, and an average royalty rate of approximately 10%. These discount rates were reduced by 250 basis points from the October 1, 2019 impairment analysis to reflect the inherent reduction in the risk profile of the Company. This indefinite-lived intangible asset is susceptible to impairment risk. While management can and has implemented strategies to address the risk, including lowering the Company’s production costs, investing in new product ideas, and developing new creative advertising, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair value. This could result in a decline in fair value that could trigger a future impairment charge of the TROJAN tradename.

The ~~Company has continued to experience a significant increase~~Company’s indefinite lived intangible impairment review is completed in ~~consumer demand for many~~the fourth quarter of its products that began in March, including VITAFUSION gummy vitamins, SIMPLY SALINE and STERIMAR nasal hygiene products, A&H baking soda, and A&H cat litter and KABOOM bathroom cleaners. On the other hand, the Company’s WATERPIK business has been negatively impacted by the temporary closure of dental offices across the United States and some other personal care brands have been negatively impacted by the temporary closures of certain non-essential retailers and the reduction of consumer foot traffic at retailers from which these brands derive a significant proportion of sales. The Company is monitoring the impact the pandemic and the associated governmental response is having on its customers and consumer demand, as well as the potential impact on the Company’s short and long term cash flows as it relates to its intangible asset carrying values.each year.

In addition, the Company’s Passport Food Safety business, under pressure as a result of theCOVID-19 pandemic and new competitive activities, is experiencing sales and profit declines due to ~~closures of meat processing plants and~~ decreased demand for its products that could result in an impairment of the associated tradename and other intangible assets. The assets have a current net book value of approximately ~~$24.0 million~~$22.0 and are being amortized over their remaining weighted average life of 12 years. The Company is implementing strategies to address the decline, however, if unsuccessful, this decline could trigger a future impairment charge.

The result of the Company’s annual goodwill impairment test, performed in the beginning of the second quarter of 2020, determined that the estimated fair value substantially exceeded the carrying values of all reporting units. The determination of fair value contains numerous variables that are subject to change as business conditions change and therefore could impact fair value in the future. The Company has never incurred a goodwill impairment charge.

The Company leases certain manufacturing facilities, warehouses, office space, railcars and equipment. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet. All recorded leases are classified as operating leases and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019, lease components (base rental costs) are accounted for separately from the nonlease components (e.g., common-area maintenance costs). For leases that do not provide an implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

								June 30,				December 31,				March 31,			December 31,
			Classification					2020				2019			Classification	2021			2020
Assets	Assets
Right of use assets	Right of use assets		Other Assets					$	156.9			$	150.7		Other Assets	$	179.5		$	181.6

Liabilities	Liabilities
Current lease liabilities	Current lease liabilities		Accounts Payable and Accrued Expenses					$	17.9			$	16.4		Accounts Payable and Accrued Expenses	$	26.1		$	25.0
Long-term lease liabilities	Long-term lease liabilities		Deferred and Other Long-term Liabilities						149.3				144.0		Deferred and Other Long-term Liabilities		165.2			168.3
Total lease liabilities	Total lease liabilities							$	167.2			$	160.4			$	191.3		$	193.3

Other information	Other information
Weighted-average remaining lease term (years)	Weighted-average remaining lease term (years)								10.9				11.1				9.4			9.7
Weighted-average discount rate	Weighted-average discount rate								4.8		%		4.9	%			4.3	%		4.3	%
	Three Months			Three Months		Six Months				Six Months
	Ended			Ended		Ended				Ended
	June 30, 2020			June 30, 2019		June 30, 2020				June 30, 2019
Statement of Income
Lease cost⁽¹⁾	$	6.8		$	6.0	$	13.4			$	11.6

Other information
Leased assets obtained in exchange for new lease liabilities⁽²⁾	$	6.3		$	55.8	$	16.5			$	57.1
Cash paid for amounts included in the measurement of lease liabilities	$	6.4		$	6.1	$	12.6			$	12.1

The Company’s minimum annual rentals including reasonably assured renewal options under lease agreements are as follows:

	June 30,			December 31,			March 31,			December 31,
	2020			2019			2021			2020
Short-term borrowings
Commercial paper issuances	$	64.5		$	248.6		$	279.7		$	349.0
Various debt due to international banks		1.3			4.3			2.5			2.4
Total short-term borrowings	$	65.8		$	252.9		$	282.2		$	351.4

Long-term debt
Term loan due May 1, 2022		300.0			300.0			300.0			300.0
2.45% Senior notes due August 1, 2022		300.0			300.0			300.0			300.0
Less: Discount		(0.2	)		(0.2	)		(0.1	)		(0.1	)
2.875% Senior notes due October 1, 2022		400.0			400.0			400.0			400.0
Less: Discount		(0.1	)		(0.1	)		(0.1	)		(0.1	)
3.15% Senior notes due August 1, 2027		425.0			425.0			425.0			425.0
Less: Discount		(0.3	)		(0.3	)		(0.3	)		(0.3	)
3.95% Senior notes due August 1, 2047		400.0			400.0			400.0			400.0
Less: Discount		(2.6	)		(2.7	)		(2.6	)		(2.6	)
Debt issuance costs, net		(10.4	)		(11.5	)		(8.8	)		(9.4	)
Net long-term debt	$	1,811.4		$	1,810.2		$	1,813.1		$	1,812.5

~~The~~ ~~Company~~ is party to a credit agreement dated March 29, 2018, as amended (the “Credit Agreement”), that provides for a $1,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”). In March 2020, the Company drew down a total amount of $825.0 under the Revolving Credit Facility. The Company initiated borrowings under the Revolving Credit Facility as a precautionary measure to increase its cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. The full $825.0 was repaid in May 2020.

The components of changes in accumulated other comprehensive income (loss) 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, 2018	$	(42.5	)	$	0.9	$	(12.0	)	$	(53.6	)
Balance at December 31, 2019												$	(36.8	)	$	0.0		$	(29.9	)	$	(66.7	)
Other comprehensive income (loss) before reclassifications		1.0			0.0		(24.7	)		(23.7	)		(13.0	)		0.0			(27.0	)		(40.0	)
Amounts reclassified to consolidated statement of income ^{(a) (b)}		1.9			0.0		1.0			2.9
Amounts reclassified to consolidated statement of income ^(a)													0.0			0.0			1.1			1.1
Tax benefit (expense)		0.0			0.0		6.0			6.0			0.0			0.0			6.2			6.2
Other comprehensive income (loss)		2.9			0.0		(17.7	)		(14.8	)		(13.0	)		0.0			(19.7	)		(32.7	)
Balance at June 30, 2019	$	(39.6	)	$	0.9	$	(29.7	)	$	(68.4	)
Balance at March 31, 2020												$	(49.8	)	$	0.0		$	(49.6	)	$	(99.4	)

Balance at December 31, 2019	$	(36.8	)	$	0.0	$	(29.9	)	$	(66.7	)
Balance at December 31, 2020												$	(26.4	)	$	0.0		$	(51.2	)	$	(77.6	)
Other comprehensive income (loss) before reclassifications		(6.6	)		0.0		(35.5	)		(42.1	)		(0.6	)		(0.9	)		31.6			30.1
Amounts reclassified to consolidated statement of income ^{(a) (b)}		0.0			0.0		1.9			1.9
Amounts reclassified to consolidated statement of income ^(a)													0.0			0.0			0.8			0.8
Tax benefit (expense)		0.0			0.0		8.6			8.6			0.0			0.2			(8.1	)		(7.9	)
Other comprehensive income (loss)		(6.6	)		0.0		(25.0	)		(31.6	)		(0.6	)		(0.7	)		24.3			23.0
Balance at June 30, 2020	$	(43.4	)	$	0.0	$	(54.9	)	$	(98.3	)
Balance at March 31, 2021												$	(27.0	)	$	(0.7	)	$	(26.9	)	$	(54.6	)

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 terminates upon two years’ written notice by either partner. Under the partnership agreement, the Company has an annual commitment to purchase 240,000 tons of sodium-based raw materials at the prevailing market price. The Company is not engaged in any other material transactions with the partnership or the partner supplier.

b. As of ~~June 30, 2020,~~March 31, 2021, the Company had commitments of approximately $~~263.8~~289.8. 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 ~~June 30, 2020,~~March 31, 2021, the Company had various guarantees and letters of credit totaling ~~$4.2.~~$4.5.

d. In connection with the Company’s acquisition of Agro BioSciences, Inc. on January 17, 2017, the Company was obligated to pay an additional amount of up to $25.0 based on sales performance in 2019. The initial fair value of this contingent liability was $17.8, which was established in the purchase price allocation. In April 2020, a payment of $14.5 was paid to settle the liability.

In connection with the Passport Acquisition, the Company is obligated to pay an additional amount of up to $25.0 based on sales performance through 2020. The initial fair value of this contingent liability was $7.3, which was established in the purchase price allocation. During the second quarter of 2019, the Company recorded a reduction in fair value of the entire $7.3 Passport contingent liability based on the revised valuation due to updated sales forecasts. The reduction was recorded in SG&A in the SPD segment. There was 0 change in the contingent liability in the first six months of 2020 and it will be reassessed at each balance sheet date leading up to December 31, 2020.

In connection with the Flawless Acquisition, the Company is obligated to pay an additional amount ~~of up to $425.0~~ based on sales performance through 2021. The initial fair value of this ~~contingent~~business acquisition liability ~~of $182.0~~was $182.0. That amount was established in the purchase price allocation. ~~During~~Since the initial fair value was established, the Company has decreased the liability by $103.0 of which $19.0 was recorded in the first quarter of 2020 the Company reduced the fair value of the contingent liability associated with the Flawless Acquisition by $27.0 and during the second quarter of 2020 the Company increased the fair value of the contingent liability by $6.0 for a total reduction of $21.0 for the six months ended June 30, 20202021, based on the revised valuation due to updated sales ~~forecasts and the passage of time.~~forecasts. As a result of these adjustments, ~~and further adjustments in 2019,~~ the fair value of this ~~contingent~~business acquisition liability was ~~$171.0~~$79.0 as of ~~June 30, 2020.~~March 31, 2021. The change in fair value was recorded within the Consumer Domestic and Consumer International segments. The ~~contingent~~business acquisition liability ~~is remeasured~~will be reassessed at each balance sheet date until the completion of the earn-out period. Any amount due is expected to be paid in the first half of 2022. The liability was reclassified to Current Liabilities in the first quarter of 2021.

In connection with the Zicam Acquisition, the Company deferred an additional cash payment of $20.0 related to certain indemnifications provided by the seller. Any amount that may be due is payable five years from the closing.

e. The Company has been named as a defendant in a breach of contract action filed by Scantibodies Laboratory, Inc. (the “Plaintiff”) on April 1, 2014, in the U.S. District Court for the Southern District of New York.

The complaint alleges, among other things, that the Company (i) breached two agreements for the manufacture and supply of pregnancy and ovulation test kits by switching suppliers, (ii) failed to give Plaintiff the proper notice, (iii) failed to reimburse Plaintiff for costs and expenses under the agreements and (iv) misrepresented its future requirements. The complaint seeks compensatory and punitive damages in an amount in excess of $20.0, as well as declaratory relief, statutory prejudgment interest and attorneys’ fees and costs.

The Company is vigorously defending itself in this matter. On September 19, 2018, the trial court granted the Company’s motion for summary judgment, dismissing all claims brought by the Plaintiff as a matter of law. The Plaintiff appealed that decision, and the 2^nd ~~Circuit Court of Appeals reversed it in April 2020, remanding the case back to the lower court for a jury trial.~~

In connection with this matter, an amount has been reserved that is immaterial to the Company. It is reasonably possible that the Company may ultimately be required to pay all or substantially all of the damages and other amounts sought by Plaintiff.

f. 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.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 or other proceedings, including, without limitation, those relating to, intellectual property, commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are generally subject to considerable uncertainty and their outcomes, and any related damages, may not be reasonably predictable or estimable. ~~While any~~Any such proceedings could result in an adverse outcome ~~for the Company, any such adverse outcome is not expected to have a material adverse effect on~~negatively impacting the Company’s business, financial condition, results of operations or cash flows.

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

The Company operates 3 reportable segments: Consumer Domestic, Consumer International and Specialty Products Division. These segments are determined based on differences in the nature of products and organizational and ownership structures. The Company also has a Corporate segment.

The Corporate segment income consists of equity in earnings of affiliates. As of ~~June 30, 2020,~~March 31, 2021, the Company held 50% ownership interests in each of Armand and ArmaKleen, respectively. The Company’s equity in earnings of Armand and ArmaKleen, totaling ~~$2.0~~$2.6 and ~~$1.7~~$1.6 for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $3.6 and $3.4 for the six months ended June 30, 2020 and 2019,~~ respectively, are included in the Corporate segment.

Certain 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.

Consumer

Consumer

Domestic

International

SPD

Corporate

Total

Net Sales⁽¹⁾

Second Quarter 2020
$
931.1

$
187.5

$
75.7

$
0.0

$
1,194.3

Second Quarter 2019

819.3

186.6

73.5

0.0

1,079.4

First Six Months of 2020
$
1,822.1

$
386.1

$
151.3

$
0.0

$
2,359.5

First Six Months of 2019

1,604.2

373.3

146.6

0.0

2,124.1

Income before Income Taxes⁽²⁾

Second Quarter 2020
$
200.4

$
23.4

$
10.2

$
2.0

$
236.0

Second Quarter 2019

136.2

16.9

15.5

1.7

170.3

First Six Months of 2020
$
451.2

$
61.6

$
19.0

$
3.6

$
535.4

First Six Months of 2019

318.9

45.3

27.8

3.4

395.4

	Consumer		Consumer
	Domestic		International		SPD		Corporate⁽³⁾		Total
Net Sales⁽¹⁾
First Quarter 2021	$	942.4	$	216.4	$	80.1	$	0.0	$	1,238.9
First Quarter 2020		891.0		198.6		75.6		0.0		1,165.2

Income before Income Taxes⁽²⁾
First Quarter 2021⁽⁴⁾	$	240.9	$	38.2	$	9.3	$	2.6	$	291.0
First Quarter 2020⁽⁵⁾		250.8		38.2		8.8		1.6		299.4

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.

The COVID-19 pandemic is positively impacting certain of our businesses, while negatively impacting the short-term results of certain others. ~~We have~~For our first quarter ended March 31, 2021, we continued to experience ~~a significant increase in consumer~~increased demand for ~~many~~some of our products, ~~that began in March,~~ including VITAFUSION and L’IL CRITTERS gummy vitamins, ~~Simply Saline~~pregnancy test kits, women’s electric grooming, and ~~Sterimar~~ ~~nasal hygiene~~Orajel. Some products ~~A&H baking soda, and A&H cat litter and~~ ~~Kaboom~~ ~~bathroom cleaners. On the other hand, our~~ ~~WaterPik~~ ~~business has been negatively impacted by the temporary closure of dental offices across the United States and some other personal care brands~~ have been negatively impacted by the temporary closures of certain non-essential retailers, the permanent closure of other retailers, and the reduction of consumer foot traffic at retailers from which these brands derive a significant proportion of sales, as well as a negative impact from ongoing social distancing measures. Overall, we have continued to experience increased online sales. Looking forward, we may experience significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things, the temporary or prolonged inability of consumers to purchase our products due to illness, quarantine or other travel or gathering restrictions, store closures, unemployment or other financial hardship, shifts in demand away from one or more of our more discretionary or higher priced products to lower priced products, or stockpiling or similar pantry-loading or unloading activity.

Some products have also been impacted by a shift in consumer spending away from more discretionary products. While there is no certainty that current high levels of demand for certain of our products will continue, weWe have taken steps to increase ~~short term~~short-term manufacturing capacity for our cleaning products (including laundry detergent, baking soda, and cleaners) and health care products (including vitamins and nasal hygiene), and ~~are working~~continue to work closely with our suppliers, contract manufacturers and retail partners to ensure sustained supply to keep pace with increased demand. We ~~will~~have also ~~make~~made investments in the expansion of long-term in-house and third-party manufacturing capacity. ~~Although we have seen increased demand~~During the first quarter of 2021, raw material and transportation costs rose, in ~~certain~~part due to the impact of the pandemic and the Texas freeze.

The extent of COVID-19’s effect on our ~~product categories,~~operational and financial performance in the future will depend on future developments, including the duration, spread and intensity of the pandemic, ~~may cause reduced demand for our products if it results in a recessionary global economic environment. The timing and~~the impact of ~~potential consumer pantry destocking in markets in which we serve may also have a negative impact on demand. Moreover, we continue to experience~~vaccines, and ~~anticipate increased online sales during the pandemic.~~

The COVID-19 pandemic and the corresponding government response have led to increased unemployment and economic uncertainty, which could lead to a further reduction in consumer spending. Economic conditions are, and we expect that they will continue to be, highly volatile and uncertain. Recessionary conditions could reduce demand for our ~~discretionary products and put downward pressure on prices. Some of our retail customers have closed their stores or reduced store hours, which has impacted their~~continued ability ~~to meet outstanding obligations and may cause further reductions in their purchases in the coming months.~~

Substantially all of our manufacturing facilities and distribution centers, and those of our key suppliers, contract manufacturers, and transportation suppliers, currently remain open and continue to operate. Various state and local governments in the U.S. and other jurisdictions have required cessation of non-essential activities. Substantially all of our products are considered essential under applicable governmental requirements and guidance, including the Department of Homeland Security’s March 19, 2020 Guidance on the Essential Critical Infrastructure Workforce. We intend to continue to work with government authorities, implement our employee safety measures~~and supplement our in-house manufacturing with increased use of contract manufacturers to ensure that we are able to continue~~ to manufacture and distribute our products, as well as any future government actions affecting consumers and the economy generally, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. Our priorities during the ~~pandemic. However, uncertainty resulting from~~COVID-19 pandemic continue to be protecting the health and safety of our employees; maximizing the availability of products that help consumers with their health, hygiene and cleaning needs; and, using our employees’ talents and our resources to help society meet and overcome the current challenges.

For additional information on the impacts and our response to the COVID-19 pandemic ~~could result in an unforeseen disruption to our supply chain (for example a closure of a key manufacturing or distribution facility or~~and the ~~inability of a key supplier, contract manufacturer or transportation supplier to source and transport materials)~~risks that could impact our ~~operations~~results, refer to “Management’s Discussion and ~~ability to supply products to~~Analysis of Financial Condition and Results of Operations” and “Risk Factors” in Part I of our ~~customers.~~Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

We are monitoring the impact that the COVID-19 pandemic and corresponding government action is having on our customers and consumer demand and how potentially it will impact future cash flows for the short and long term and its impact to intangible asset carrying values. While we expect that many of these effects will not be permanent, it is impossible to predict their duration.

During the first quarter of 2020, we sold our PERL WEISS® toothpaste brand in Germany with a net book value of $4.0 for cash proceeds of $7.0. The $3.0 gain associated with this transaction was recorded as a reduction of SG&A expense in the Consumer International Segment.

	Three Months Ended			Change vs.	Three Months Ended			Three Months Ended			Change vs.	Three Months Ended
	June 30, 2020			Prior Year	June 30, 2019			March 31, 2021			Prior Year	March 31, 2020
Net Sales	$	1,194.3		10.6%	$	1,079.4		$	1,238.9		6.3%	$	1,165.2
Gross Profit	$	559.6		16.2%	$	481.5		$	550.9		3.6%	$	532.0
Gross Margin		46.8	%	+220 basis points		44.6	%		44.5	%	-120 basis points		45.7	%
Marketing Expenses	$	122.3		-5.3%	$	129.1		$	98.7		2.4%	$	96.4
Percent of Net Sales		10.2	%	-180 basis points		12.0	%		8.0	%	-30 basis points		8.3	%
Selling, General & Administrative Expenses	$	186.6		13.1%	$	165.0		$	149.6		23.6%	$	121.0
Percent of Net Sales		15.6	%	+30 basis points		15.3	%		12.1	%	+170 basis points		10.4	%
Income from Operations	$	250.7		33.8%	$	187.4		$	302.6		-3.8%	$	314.6
Operating Margin		21.0	%	+370 basis points		17.3	%		24.4	%	-260 basis points		27.0	%
Net income per share - Diluted	$	0.75		36.4%	$	0.55		$	0.88		-4.3%	$	0.92

	Six Months Ended			Change vs.	Six Months Ended
	June 30, 2020			Prior Year	June 30, 2019
Net Sales	$	2,359.5		11.1%	$	2,124.1
Gross Profit	$	1,091.6		14.6%	$	952.3
Gross Margin		46.3	%	+150 basis points		44.8	%
Marketing Expenses	$	218.7		-3.7%	$	227.2
Percent of Net Sales		9.3	%	-140 basis points		10.7	%
Selling, General & Administrative Expenses	$	307.6		3.6%	$	296.9
Percent of Net Sales		13.0	%	-100 basis points		14.0	%
Income from Operations	$	565.3		32.0%	$	428.2
Operating Margin		24.0	%	+390 basis points		20.1	%
Net income per share - Diluted	$	1.67		33.6%	$	1.25

Diluted Net Income per share was ~~$0.75~~$0.88 in the ~~second~~first quarter of ~~2020~~2021 as compared to ~~$0.55 in the second quarter of 2019.~~ ~~Diluted Net Income per share was $1.67~~$0.92 in the first ~~six months~~quarter of ~~2020 as compared to $1.25 in the same period in 2019.~~2020.

During the ~~second~~first quarter of ~~2020~~2021 we ~~increased~~decreased the fair value of our ~~contingent~~business acquisition liability associated with the ~~Flawless Acquisition~~2019 acquisition of the FLAWLESS hair removal business (the “Flawless Acquisition”) by ~~$6.0~~$19.0 ($~~4.5~~14.3 after tax or ~~$0.02~~$0.05 diluted per share), ~~for~~based on updated sales forecasts. The business acquisition liability adjustment was recorded as a ~~total net~~ reduction in SG&A expense.

During the first quarter of ~~$21.0~~2020, we reduced the fair value of our business acquisition liability by $27.0 ($~~15.8~~20.2 after tax or ~~$0.06~~$0.08 diluted per share) ~~for~~associated with the ~~six months ended June 30, 2020~~Flawless Acquisition based on updated sales forecasts and the passage of time. ~~During the second quarter of 2019, we increased the estimate of the contingent~~The business acquisition liability ~~by $5.0 ($3.7 after tax or $0.01 diluted per share). The contingent liability adjustments were~~adjustment was recorded as a reduction in SG&A expense.

~~During~~The Flawless business acquisition liability was reclassified to Current Liabilities in the first quarter of 2021.

Also during the first quarter of 2020, we completed the sale of the PERL WEISS® toothpaste brand in Germany which resulted in a gain of $3.0 ($2.2 after tax or $0.01 diluted per share) recorded in SG&A expense.

Net sales for the quarter ended ~~June 30, 2020~~March 31, 2021 were ~~$1,194.3,~~$1,238.9, an increase of ~~$114.9~~$73.7 or ~~10.6%~~6.3% as compared to the same period in ~~2019. Net sales for the six months ended June 30, 2020 were $2,359.5, an increase of $235.4 or 11.1% over the comparable six month period of 2019.~~2020. The components of the net sales increase are as follows:

For the three months ended ~~June 30, 2020,~~March 31, 2021, the volume change reflects increased product sales in the Consumer Domestic and SConsumer International ~~pecialty Products (“SPD”)~~ segments,with volume declines in the ~~Consumer International~~Specialty Products (“SPD”) segment. For the ~~six~~three months ended ~~June 30, 2020, the volume change primarily reflects~~ ~~increased product sales in all three of our segments~~.~~For both the three and six months ended June 30, 2020,~~March 31, 2021, price/mix was favorable in the Consumer Domestic and ~~Consumer International~~SPD segments, but was partially offset by unfavorable price/mix in the ~~SPD~~Consumer International segment.

Our gross profit was ~~$559.6~~$550.9 for the three months ended ~~June 30, 2020, a $78.1~~March 31, 2021, an $18.9 increase as compared to the same period in ~~2019.~~2020. Gross margin ~~increased 220~~decreased 120 basis points (“bps”) in the ~~second~~first quarter of ~~2020~~2021 compared to the same period in ~~2019,~~2020, due to the

impact of higher manufacturing costs of 250 bps (partially due to costs associated with the COVID-19 pandemic), higher commodity and transportation costs of 200 bps, and higher costs of 40 bps as a result of incremental tariffs, partially offset by favorable price/~~volume~~ volume/mix of ~~220~~200 bps (primarily due to a reduction in trade promotion and ~~coupons to reduce retail depletion~~coupons), and the impact of ~~inventories),~~ productivity programs of ~~140 bps, partially offset by higher manufacturing costs of 110 bps, primarily due to costs associated with the COVID-19 pandemic, the impact of margins on acquired businesses of 20 bps~~, 170 bps.and unfavorable foreign exchange rates of 10 bps. Gross profit was $1,091.6 for the six months ended June 30, 2020, a $139.3 increase compared to the same period in 2019. Gross margin increased 150 bps in the first six months of 2020 compared to the same period in 2019, due to favorable price/volume mix of 180 bps (primarily due to a reduction in trade promotion and coupons to reduce retail depletion of inventories), productivity programs of 130 bps, ~~partially offset by~~ ~~higher manufacturing cost increases of 150 bps (including costs of approximately 70 bps associated with the COVID-19 pandemic), and unfavorable foreign exchange rates of 10 bps.~~

Marketing expenses for the three months ended ~~June 30, 2020~~March 31, 2021 were ~~$122.3, a decrease~~$98.7, an increase of ~~$6.8~~$2.3 or ~~5.3%~~2.4% as compared to the same period in ~~2019.~~2020. The higher marketing expenses are due to investments behind new product launches, consumer research and digital advertising. Marketing expenses as a percentage of net sales in the ~~second~~first quarter of ~~2020~~2021 decreased by ~~180~~30 bps to ~~10.2%~~8.0% as compared to ~~12.0%~~8.3% in the same period in ~~2019~~2020 due to ~~120~~50 bps of leverage on higher net sales ~~and 60~~partially offset by 20 bps on ~~lower~~higher expenses. ~~Due to retailer out~~

SG&A expenses were $149.6 in the first quarter of ~~stocks, marketing expense was significantly reduced. Marketing expenses for the six months ended June 30, 2020 were $218.7, a decrease~~2021, an increase of ~~$8.5~~$28.6 or ~~3.7%~~23.6% as compared to the same period in ~~2019. Marketing expenses as a percentage of net sales for the first six months of 2020 decreased by 140 bps to 9.3% as compared to 10.7% in the same period in 2019 due to~~ ~~100 bps of leverage on higher net sales and 40 bps on lower expenses. The trend of lower marketing expenses is not expected to continue as we intend to make investments behind new product launches, consumer research and digital advertising in the second half of~~ 2020.

~~Selling, general and administrative (“SG&A”) expenses were $186.6 in the second quarter of 2020, an increase of $21.6 or 13.1% as compared to the same period in 2019.~~ SG&A as a percentage of net sales increased 30170 bps to ~~15.6%~~12.1% in the ~~second~~first quarter of ~~2020~~2021 as compared to ~~15.3%~~10.4% in the same period in ~~2019.~~2020. The increase is due to ~~180~~230 bps ofon higher expenses, partially offset by ~~150~~60 bps of leverage associated with higher ~~sales~~.sales. The higher expenses for the three-month period ended ~~June 30, 2020 is~~March 31, 2021 are primarily due to an ~~increase~~higher expense related to the Zicam Acquisition (including amortization), lower year-over-year favorable adjustments to the fair value of the ~~FLAWLESS earnout~~Flawless business acquisition liability, ~~by $6.0, acquisition-related~~higher information systems and R&D costs, ~~(including amortization expense)~~ and ~~higher compensation,~~ the prior year gain on the sale of PERL WEISS~~information system,~~ ~~research and development (“R&D”)~~ ~~and selling costs.~~ .~~SG&A expenses~~

Other (income) expense, net was nominal for the ~~first six~~three months ~~of 2020 were $307.6, an increase of $10.7 or 3.6%~~ended March 31, 2021 and 2020.

Interest expense for the three months ended March 31, 2021 decreased $2.3 to $14.0, as compared to the same period in ~~2019. SG&A as a percentage of net sales decreased 100 bps to 13.0% in the first six months of~~ 2020, ~~compared to 14.0% in 2019 due to~~ ~~140 bps of leverage associated with higher sales, partially offset by 40 bps on higher expenses.The higher expenses for the six-month period ended June 30, 2020 is~~ primarily due to ~~acquisition-related costs (including amortization expense) and higher compensation,~~ ~~information system, R&D~~ ~~and selling costs, partially offset by reduction of the~~ ~~Flawless~~ ~~earnout liability by $21.0 and the $3.0 gain associated with the sale of PERL WEISS.~~

Other expense, net for the three and six months ended June 30, 2020 increased $0.1 and $0.6 respectively, compared to the same period in 2019 primarily due to the effect of changes in foreign exchange rates.

Interest expense for the three and six months ended June 30, 2020 decreased $2.1 and $3.6 respectively, as compared to the same period in 2019 primarily due to the repayment of the $300.0 2.45% Senior Notes that matured in the fourth quarter of 2019 and lower interest rates.

The effective tax rate for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 was ~~19.6% and 21.6% respectively,~~24.2% compared to ~~18.7% and 20.5%~~23.2% in the same ~~periods~~period in ~~2019.~~ 2020. The increase in the tax rate ~~for both periods~~ is primarily due to a lower tax benefit related to stock option exercises.

We operate three reportable segments: Consumer Domestic, Consumer International and SPD. These segments are determined based on differences in the nature of products and organizational and ownership structures. We also have a Corporate segment.

The Corporate segment income consists of equity in earnings of affiliates. As of ~~June 30, 2020,~~March 31, 2021, we held 50% ownership interests in each of Armand Products Company (“Armand”) and The ArmaKleen Company (“ArmaKleen”), respectively. Our equity in earnings of Armand and ArmaKleen, totaling ~~$2.0~~$2.6 and ~~$1.7~~$1.6 for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $3.6 and $3.4 for the six months ended June 30, 2020 and 2019,~~ respectively, are included in the Corporate segment.Certain 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 six~~ months ended ~~June 30,~~March 31, 2021 and March 31, 2020 ~~and June 30, 2019~~ are as follows:

	Consumer		Consumer
	Domestic		International		SPD		Corporate⁽³⁾		Total
Net Sales⁽¹⁾
First Quarter 2021	$	942.4	$	216.4	$	80.1	$	0.0	$	1,238.9
First Quarter 2020		891.0		198.6		75.6		0.0		1,165.2

Income before Income Taxes⁽²⁾
First Quarter 2021⁽⁴⁾	$	240.9	$	38.2	$	9.3	$	2.6	$	291.0
First Quarter 2020⁽⁵⁾		250.8		38.2		8.8		1.6		299.4

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 ~~second~~first quarter of ~~2020~~2021 were ~~$931.1,~~$942.4, an increase of ~~$111.8~~$51.4 or ~~13.6%~~5.8% as compared to the same period in ~~2019. Consumer Domestic net sales for the six months ended June 30, 2020 were $1,822.1 an increase of $217.9 or 13.6% as compared to the same period in 2019.~~2020. The components of the net sales change are the following:

The increase in net sales for the three months ended ~~June 30, 2020,~~March 31, 2021, reflects the impact of the ~~Flawless~~Zicam Acquisition, higher net sales ofin VITAFUSION® and L’IL CRITTERS® gummy vitamins, WATERPIK® oral care products, FLAWLESS® beauty products, ARM & ~~HAMMER liquid laundry detergent, VITAFUSION and L’IL CRITTERS gummy vitamins, OXICLEAN® stain fighters, ARM & HAMMER~~HAMMER® clumping cat litter, KABOOM® bathroom cleaners, and ~~baking soda, and ARM & HAMMER laundry detergent scent boosters.~~ ~~The increase in net sales for the six-month period ending June 30, 2020, reflects~~ the impact of the Flawless Acquisition, higher sales of ARM & HAMMER liquid laundry detergent, VITAFUSION and L’IL CRITTERS gummy vitamins, OXICLEAN® stain fighters, ARM & HAMMER clumping cat litter and baking soda, and ARM & HAMMER laundry detergent scent boosters. A number of these brands realized higher than anticipated sales due to higher consumer demand due to the COVID-19 pandemic.VIVISCAL® hair thinning.

Condom usage has declined, as a result of a lower 18 to ~~24-year old~~24 year-old population, alternate birth control options, less fear of HIV, and decreased sexual ~~activity, and~~activity. The decline in usage, as well as increased competition, ~~all of which~~ have contributed to lower demand for our products in the condom category. Due primarily to the recent social distancing requirements related to the COVID-19 pandemic, condom usage continues to ~~decline.~~decline, although we expect the condom category will recover with the continued rollout of vaccines and a reduction of social distancing restrictions. As a result, the TROJAN business has experienced sales and profit declines that has eroded a portion of the excess between the fair and carrying value of the tradename, which could potentially result in an ~~impairment of the tradename.~~impairment. The carrying value of the TROJAN tradename is $176.4 ~~million. As of December 31, 2019,~~and fair value exceeded carrying value by ~~26%.~~53% as of December 31, 2020. This indefinite-lived intangible asset is susceptible to impairment risk. While management can and has implemented strategies to address the risk, including lowering our production costs, investing in new product ideas, and developing new creative advertising, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair value. This could result in a decline in fair value that could trigger a future impairment charge of the tradename.

Consumer Domestic income before income taxes for the ~~second~~first quarter of ~~2020~~2021 was ~~$200.4,~~$240.9, a ~~$64.2 increase~~$9.9 decrease as compared to the ~~second~~first quarter of ~~2019.~~2020. The ~~increase~~decrease is due primarily to unfavorable manufacturing and distribution expenses of $30.2, higher SG&A expenses of $23.7 (partially due to lower expense from fair value adjustments to the Flawless business acquisition liability), partially offset by a $23.9 benefit from higher volumes, favorable price/mix of ~~$40.0, volumes of $34.4 (including the impact of the pandemic), lower marketing costs of $6.2,~~ ~~lower manufacturing and distribution costs of $4.3, and~~ $16.7, lower interest and other expenses of ~~$1.0~~., ~~partially offset by higher SG&A costs of $21.5 (in part due to the~~ ~~Flawless~~ ~~earn-out adjustment~~$2.1, and ~~other costs associated with the Flawless Acquisition).~~ ~~For the six-month period ended June 30, 2020, income before income taxes was $451.2, a $132.3 increase as compared to the first six months of 2019. The increase is due primarily to~~ ~~volumes of $77.8 (including the impact of the pandemic), favorable price/mix of $59.9,~~ lower marketing ~~costs of $6.2,~~ ~~and~~ ~~lower interest and other~~ expenses of ~~$1.8~~. ~~partially offset by higher SG&A costs of $14.3. Higher manufacturing and distribution costs were offset by productivity programs.~~$1.5.

Consumer International net sales were ~~$187.5~~$216.4 in the ~~second~~first quarter of ~~2020,~~2021, an increase of ~~$0.9~~$17.8 or ~~0.5%~~9.0% as compared to the same period in ~~2019.~~ ~~Consumer International net sales in the first six months of 2020 were $386.1, an increase of $12.8 or approximately 3.4% as compared to the same period in 2019.~~ 2020. The components of the net sales change are the following:

Excluding the impact of foreign exchange rates, ~~and the Flawless Acquisition,~~ higher sales in the ~~second~~first quarter ended ~~June 30, 2020~~March 31, 2021 were driven primarily by WATERPIK, ARM & HAMMER liquid laundry detergent, OXICLEAN®, and FEMFRESH® in the Global Markets Group, ~~offset by declines~~WATERPIK in ~~Europe~~Germany, and ~~Mexico.~~ ~~For~~ANUSOL® in the ~~six months ended June 30, 2020 higher sales were driven primarily~~ ~~by the Global Markets Group, Canada, and Australia, offset by a decline in Mexico~~. ~~During the first quarter of 2020, a number of brands in these regions realized higher than anticipated sales due to higher consumer demand resulting from the COVID-19 pandemic.~~ U.K.

Consumer International income before income taxes was ~~$23.4~~$38.2 in the ~~second~~first quarter of 2020, an increase of $6.5 compared to the same period in 2019 due primarily to lower SG&A costs of $6.3 and higher sales volumes of $3.6, partially offset by unfavorable foreign exchange rates of $1.6, unfavorable ~~manufacturing costs~~ ~~of $1.0, unfavorable price/mix of $0.7, and higher marketing expenses of $0.2.~~ ~~For the first six months of 2020, income before income taxes was $61.6, a $16.3 increase~~2021, with no change as compared to the same period in ~~2019, due primarily to~~ 2020. Higher sales volumes of $4.0, favorable foreign exchange rates of $2.7, lower interest and other expense of $0.8, and favorable manufacturing and commodity costs of $0.1, were offset by higher SG&A costs of ~~$10.6,~~$5.5 (partially due to lower expense from fair value adjustments to the Flawless business acquisition liability), higher ~~sales volumes of $8.4, favorable price/mix of $2.6 and lower~~ marketing expenses of ~~$1.0, partially offset by unfavorable foreign exchange rates of $3.5~~$2.0, and unfavorable ~~manufacturing costs~~ price/product mix of ~~$2.6.~~ $0.1.

SPD net sales were ~~$75.7~~$80.1 in the ~~second~~first quarter of ~~2020,~~2021, an increase of ~~$2.2~~$4.5 or ~~3.0%~~6.0% as compared to the same period in ~~2019.~~ ~~SPD net sales were $151.3 for the first six months of 2020, an increase of $4.7, or 3.2% as compared to the same period in 2019.~~ 2020. The components of the net sales change are the following:

Net sales ~~increase~~increased due to higher pricing in the ~~second quarter and the first six months of 2020 was driven~~dairy market, partially offset by higher volumes in the animal and food production business. The demand for our non-dairy products grew in both domestic and international markets as our prebiotic and probiotic products continued to grow in the poultry industry. Our dairy product demand contracted in the second quarter due to a short-term decline in dairy farm profitability and the first six months of 2020 remains improved compared to the same period in 2019. Milk prices have returned to pre-COVID-19 pandemic levels and demand from dairy customers is expected to strengthen in the second half of the year. lower volume.

SPD income before income taxes was ~~$10.2~~$9.3 in the ~~second~~first quarter of ~~2020, a decrease~~2021, an increase of ~~$5.3~~$0.5 as compared to the same period in ~~2019~~2020, due primarily to ~~higher~~favorable price/product mix of $5.7, and lower SG&A costs of ~~$7.4,~~$0.5, partially offset by unfavorable manufacturing costs of ~~$0.7, and unfavorable price/product mix of $0.2, partially offset by higher~~$4.7, lower sales volumes of $2.0 and lower interest and other expenses of $0.9. SG&A expense in 2019 was favorably impacted by the $7.3 reduction in the fair value of the contingent liability associated with the Passport Acquisition. ~~SPD income before income taxes was $19.0 in the first six months of 2020, a decrease of $8.8 as compared to the same period in 2019 due to~~ ~~higher SG&A costs of $8.5, primarily due to the Passport liability adjustment, unfavorable manufacturing costs of $3.4, unfavorable price/product mix of $2.6~~$1.0, and higher marketing ~~costs of $0.1, partially offset by higher volumes of $4.3 and lower interest and other~~ expenses of ~~$1.4.~~ $0.1.

The Corporate segment includes equity in earnings of affiliates from Armand and ArmaKleen in the ~~second~~first quarter of ~~2020~~2021 and ~~2019.~~2020. The Corporate segment income before income taxes was ~~$2.0~~$2.6 in the ~~second~~first quarter of ~~2020,~~2021, as compared to ~~$1.7~~$1.6 in the same period in ~~2019.~~ ~~The Corporate segment income before income taxes was $3.6 for the first six months of 2020, as compared to $3.4 in the same period in 2019.~~ 2020.

On May 1, 2019, we amended the credit agreement (the “Credit Agreement”) that provides for our $1,000.0 unsecured revolving credit facility (the “Revolving Credit Facility”) to extend the term of the Revolving Credit Facility from March 29, 2023 to March 29, 2024. We continue to have the ability to increase our borrowing up to an additional $600.0, subject to lender commitments and certain conditions as described in the Credit Agreement. Borrowings under the Credit Agreement are available for general corporate purposes.

In March 2020, we borrowed $825.0 under the Revolving Credit Facility as a precautionary measure to increase our cash position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. The full $825.0 was repaid in May 2020. We have the ability to borrow again under the Revolving Credit Facility at any time up to the borrowing limit.

As of ~~June 30, 2020,~~March 31, 2021, we had ~~$451.7~~$127.5 in cash and cash equivalents, and approximately ~~$933.0~~$717.0 available through the Revolving Credit Facility and our commercial paper program. To preserve our liquidity, we invest cash primarily in government money market funds, prime money market funds, short-term commercial paper and short-term bank deposits.

The current economic environment presents risks that could have adverse consequences for our liquidity. See “Unfavorable economic conditions could adversely affect demand for our products” under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020 (the “Form 10-K”) ~~and in Item 1A of Part II of this Quarterly Report.~~. Although there is uncertainty related to the ~~anticipated~~ impact of the COVID-19 pandemic on our future results, we believe our efficient business model and ~~the recent steps we have taken to strengthen our~~strong balance sheet ~~positioned~~position us to manage our business through this ~~crisis as it continues to unfold.~~crisis. We continue to manage all aspects of our business including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth. We do not anticipate that current economic conditions will adversely affect our ability to comply with the financial ~~covenants~~covenant in the Credit Agreement because we currently are, and anticipate that we will continue to be, in compliance with the maximum leverage ratio requirement inunder the Credit Agreement.

On January ~~31, 2020,~~29, 2021, the Board declared a ~~5.5%~~5.2% increase in the regular quarterly dividend from ~~$0.2275~~$0.24 to ~~$0.24~~$0.2525 per share, equivalent to an annual dividend of ~~$0.96~~$1.01 per share payable to stockholders of record as of February ~~14, 2020.~~16, 2021. The increase raises the annual dividend payout from ~~$224.0~~$237.0 to approximately ~~$237.0.~~$250.0.

In December 2020, we entered into an accelerated share repurchase (“ASR”) contract with a commercial bank to purchase Common Stock. We ~~did not~~paid $300.0 to the bank, inclusive of fees, and received an initial delivery of shares equal to $270.0, or 3.1 million shares. We used cash on hand and short-term borrowings to fund the initial purchase price. Upon the completion of the ASR, which ended in February 2021, the bank delivered to us an additional 0.4 million shares. The final shares delivered to us were determined by the average price per share paid by the bank during the purchase period. All 3.5 million shares were purchased under our evergreen stock repurchase ~~any shares of our common stock in the first six months of 2020. As a result of our stock repurchases in recent years, there~~program.

There remains $210.0 of the initial $500.0 of share repurchase availability under ~~the~~our share repurchase ~~program~~plan approved by ~~our~~the Board of Directors inon November 1, 2017(the “2017 Share Repurchase Program”) as of ~~June 30, 2020.~~March 31, 2021.

We anticipate that our cash ~~holdings, cash~~ from operations, ~~and~~together with our ~~remaining~~current borrowing capacity, will be sufficient to fund our share repurchase programs to the extent implemented by management, pay debt and interest as it comes due and pay dividends at the latest approved rate, and meet our ~~spending requirements, including~~ capital ~~expenditures,~~expenditure program costs, which are expected to be approximately ~~$100.0~~$140 in ~~2020, debt payments, dividends,~~2021 primarily for manufacturing capacity investments in laundry, litter and ~~any share repurchase activity~~vitamins to ~~the extent implemented by management. We may also fund acquisitions that will complement our existing product lines or expand our presence in international markets.~~support expected future sales growth. We do not have any mandatory fixed rate debt principal payments due in ~~2020.~~ 2021. Cash, together with our current borrowing capacity, may be used for acquisitions that would complement our existing product lines or geographic markets.

Net Cash Provided by Operating Activities – Our primary source of liquidity is the cash flow provided by operating activities, which is dependent on net income and changes in working capital. Our net cash provided by operating activities in the ~~six~~first three months ended ~~June 30, 2020 increased~~March 31, 2021 decreased by ~~$247.4~~$136.3 to ~~$598.6~~$100.2 as compared to ~~$351.2~~$236.5 in the same period in ~~2019~~2020 due to an increase in working capital partially offset by higher cash earnings (net income ~~plus~~adjusted for non-cash ~~expenses~~items such as depreciation, amortization, non-cash compensation and changes in business acquisition liabilities and deferred ~~taxes, and non-cash compensation) and a reduction in working capital.~~ taxes). The change in working capital is primarily due to ~~the deferral of U.S. federal income tax payments from the second~~higher inventories, to support expected sales growth, and higher accounts receivable primarily related to the ~~third quarter~~timing of ~~$81.0 and higher~~sales along with lower accounts payable and accrued ~~expenses, which in part is due to higher inventories.~~expenses. We measure working capital effectiveness based on our cash conversion cycle. The following table presents our cash conversion cycle information for the quarters ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Our cash conversion cycle (defined as the sum of DSO and DIO less DPO) which is calculated using a two-period average method, ~~decreased 7~~increased 4 days from the prior year ~~amount~~due to higher inventory to support expected sales growth and higher accounts receivable primarily related to the timing of ~~24 days~~sales, partially offset by lower accounts payable outstanding due to ~~17 days at June 30, 2020 due primarily to a decrease in DSO~~the timing of ~~6 days and an~~payments. The increase ~~in DPO of 1 day. The decrease~~ in the cash conversion cycle is primarily due to ~~lower accounts receivable from~~building inventory to support expected sales ~~timing and increased receivable factoring.~~growth. We continue to focus on reducing our working capital requirements.

Net Cash Used in Investing Activities – Net cash used in investing activities during the first ~~six~~three months of 2021 was $30.0, primarily reflecting $26.3 for property, plant and equipment additions. Net cash used in investing activities during the first three months of 2020 was ~~$26.4,~~$11.4, primarily reflecting ~~$30.9~~$16.8 for property, plant and equipment additions, partially offset by cash proceeds of $7.0 from the sale of the PERL WEISS® toothpaste brand in Germany.~~Net cash used in investing activities during the first six months of 2019 was $502.4, primarily reflecting $475.0 for the Flawless Acquisition, and $23.6 for property, plant and equipment additions.~~

Net Cash ~~Used in~~(Used in) Provided by Financing Activities – Net cash used in financing activities during the first ~~six~~three months of ~~2020~~2021 was ~~$274.0,~~$125.0, reflecting ~~$186.2~~$69.0 of net debt payments ~~$118.1~~and $61.9 of cash dividend payments, ~~and $14.5 for the Agro business acquisition liability settlement,~~ partially offset by ~~$44.9~~$5.9 of proceeds from stock option exercises. Net cash ~~used in~~provided by financing activities during the first ~~six~~three months of ~~2019~~2020 was ~~$67.7,~~$670.1, reflecting ~~$100.0 of repurchases of our common stock (“Common Stock”), $112.0 of cash dividend payments, partially offset by $109.8~~$719.9 of net debt borrowings and ~~$37.0~~$9.3 of proceeds from stock option ~~exercises.~~exercises, partially offset by $59.0 of cash dividend payments.

We are subject to market risks particularly due to changes in interest rates, diesel and other commodity costs, fluctuations in foreign currency exchange rates, and changes in the market price of the Common Stock. We use derivative agreements to manage these risks. The current economic environment associated with COVID-19 has led to significant volatility and uncertainty with each of these market risks. For economic and other impacts of the COVID-19 pandemic on the Company, see “Recent Developments” within Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q.

~~For historical~~ quantitative and qualitative disclosures about market risk affecting the Company, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II in the Form 10-K.

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.

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurring during the Company’s most recent fiscal quarter that have materially affected, or are 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; the impact of the COVID-19 pandemic and the Company’s response; 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 decline of condom usage; the Company’s hedge programs; the impact of foreign exchange, tariffs, and commodity price fluctuations; impairments and other charges; the Company’s investments in joint ventures; the impact of acquisitions and divestitures; capital expenditures; the Company’s effective tax rate; the impact of ~~the Tax Cuts and Jobs Act; the impact of~~ tax audits; tax changes and the lapse of applicable statutes of limitations; the effect of the credit environment on the Company’s liquidity and capital resources; the Company’s fixed rate debt; compliance with covenants under the Company’s debt instruments; the Company’s commercial paper program; the Company’s current and anticipated future borrowing capacity to meet capital expenditure program costs; and the Company’s share repurchase programs; payment of dividends; environmental and regulatory matters; the availability and adequacy of raw materials, including trona reserves and the conversion of such reserves; and the customers and consumer acceptance of certain ingredients in our products. Other forward-looking statements in this report are generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable terms. 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), including those relating to the outbreak of contagious diseases; other impacts of the COVID-19 pandemic and its impact on the Company’s operations, customers, suppliers, employees, and other constituents, and market volatility and impact on the economy (including causing recessionary conditions), resulting from global, nationwide or local or regional outbreaks or increases in infections, and the risk that the Company will not be able to successfully execute its response plans with respect to the pandemic or localized outbreaks and the corresponding uncertainty; the impact of regulatory changes or policies associated with the COVID-19 pandemic, including continuing or renewed shutdowns of retail and other businesses in various jurisdictions; the impact of the CARES Act and other governmental actions; the impact of continued shifts in consumer behavior, including accelerating shifts to online shopping; unanticipated increases in raw material and energy prices; delays or other problems in manufacturing or distribution; increases in transportation costs; the impact of inclement weather on raw material and transportation costs; adverse developments affecting the financial condition of major customers and suppliers; competition; changes in marketing and promotional spending; growth or declines in various product categories and the impact of customer actions in response to changes in consumer demand and the economy, including increasing shelf space or on line share of private label and retailer-branded products or other changes in the retail environment; consumer and competitor reaction to, and customer acceptance of, new product introductions and features; the Company’s ability to maintain product quality and characteristics at a level acceptable to our customers and consumers; disruptions in the banking system and financial markets; foreign currency exchange rate fluctuations; implications of the United Kingdom’s withdrawal from the European Union; shifting economic policies in the United States; potential changes in export/import and trade laws, regulations and policies of the United States and other countries, including any increased trade restrictions or tariffs, including the actual and potential effect of tariffs on Chinese goods imposed by the United States; increased or changing regulation regarding the Company’s products in the United States and other countries where it or its suppliers operate; market volatility; issues relating to the Company’s information technology and controls; the impact of natural disasters, including those related to climate change, 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 United States federal securities laws. You are advised, however, to consult any further disclosures the Company makes on related subjects in its filings with the United States Securities and Exchange Commission (the “Commission”).

The Company, in the ordinary course of its business, is subject of, or party to, various pending or threatened legal actions, government investigations and proceedings from time to time, including, without limitation, those relating to commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are subject to many uncertainties and the outcome of certain pending or threatened legal actions may not be reasonably predictable and any related damages may not be estimable. Certain legal actions ~~including the one described below,~~ could result in an adverse outcome for us, and any such adverse outcome could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

The Company has been named as a defendant in a breach of contract action filed by Scantibodies Laboratory, Inc. (the “Plaintiff”) on April 1, 2014, in the U.S. District Court for the Southern District of New York.

The complaint alleges, among other things, that the Company (i) breached two agreements for the manufacture and supply of pregnancy and ovulation test kits by switching suppliers, (ii) failed to give Plaintiff the proper notice, (iii) failed to reimburse Plaintiff for costs and expenses under the agreements and (iv) misrepresented its future requirements. The complaint seeks compensatory and punitive damages in an amount in excess of $20.0 million, as well as declaratory relief, statutory prejudgment interest and attorneys’ fees and costs.

The Company is vigorously defending itself in this matter. On September 19, 2018, the trial court granted the Company’s motion for summary judgment, dismissing all claims brought by the Plaintiff as a matter of law. The Plaintiff appealed that decision, and the 2nd Circuit Court of Appeals reversed it in April 2020, remanding the case back to the lower court for a jury trial.

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 ~~is modified by the disclosure below. These risks and uncertainties, along with those previously disclosed,~~ could materially affect the Company’s business, financial condition or future results.

Our business and financial results have been, and may continue to be, negatively impacted by the fear of exposure to or actual effects of the coronavirus (COVID-19) pandemic, such as negative impact on the global and U.S. domestic economy, significant unemployment, market volatility, reduced travel or recommendations or mandates from governmental authorities to avoid various sized gatherings, close facilities, suspend operations, or to self-quarantine. These impacts include, but are not limited to:

Despite our efforts to manage and remedy these impacts to the Company, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak as well as third-party or governmental actions taken to contain its spread and mitigate its public health effects. While the vast majority of our products are consumer staples that generally are less vulnerable to decreases in discretionary spending than other products, some of our products, particularly WaterPik and some other personal care brands, are more discretionary in nature and, are more likely to be affected by consumer decisions to control spending and the impact and duration of recessionary economic conditions.

The Company repurchases shares of its Common Stock from time to time pursuant to its publicly announced share repurchase programs. ~~During the second quarter of~~

In December 2020, the Company ~~did not repurchase any shares of Common Stock pursuant to its~~entered into an accelerated share repurchase ~~programs.~~(“ASR”) contract with a commercial bank to purchase Common Stock. The ~~following table contains information for~~Company paid $300.0 to the bank, inclusive of fees, and received an initial delivery of shares ~~repurchased~~equal to $270.0, or 3.1 million shares. The Company used cash on hand and short-term borrowings to fund the initial purchase price. Upon the completion of the ASR, which ended in February 2021, the bank delivered an additional 0.4 million shares to the Company. The final shares delivered to the Company were determined by the average price per share paid by the bank during the ~~second quarter~~purchase period. All 3.5 million shares were purchased under the Company’s evergreen program. As a result of ~~2020, which was solely due to shares~~the Company’s stock repurchases in recent years, there remains $210.0 of ~~Common Stock withheld by~~share repurchase availability under the ~~Company to satisfy tax withholding obligations in connection with the vesting~~2017 Share Repurchase Program as of ~~restricted stock.~~March 31, 2021.

Period

Total
Number of
Shares
Purchased

Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Approximate Dollar
Value of Shares that
May Yet Be Purchased Under All
Programs

4/1/2020 to 4/30/2020

0

$
0.0

0

$
210,000,000

5/1/2020 to 5/31/2020

0

0.0

0

$
210,000,000

6/1/2020 to 6/30/2020

623

76.15

0

$
210,000,000

Total

623

$
76.15

0

Period	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under All Programs
1/1/2021 to 1/31/2021		-	$	-		-	$	210,000,000
2/1/2021 to 2/28/2021		406,934		73.72		406,934	$	210,000,000
3/1/2021 to 3/31/2021		-		-		-	$	210,000,000
Total		406,934	$	73.72		406,934

As previously disclosed, effective May 1, 2020, the Company’s Board of Directors approved the amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Amended and Restated Bylaws”). Pursuant to the Amended and Restated Bylaws, in order to be timely, any stockholder who wishes to propose any business to be considered by the stockholders at the Company’s annual meeting, or who wants to nominate a person for election to the Board at that meeting, must provide written notice that sets forth the specified information described in the Amended and Restated Bylaws no more than 120 days and no less than 90 days prior to the first anniversary of the previous year’s annual meeting. Accordingly, any stockholder who wishes to propose any business to be considered by the stockholders at the Company’s 2021 Annual Meeting of Stockholders, other than a proposal for inclusion in the proxy statement pursuant to SEC regulations, or who wants to nominate a person for election to the Company’s Board of Directors at that meeting, other than pursuant to the Company’s “proxy access” provision, must provide a written notice that sets forth the specified information described in the Company’s Amended and Restated Bylaws concerning the proposed business or nominee, and such notice must be delivered to the Secretary at the Company’s principal executive offices, no earlier than December 31, 2020 and no later than January 30, 2021.

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.

	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Land	$	28.2	$	27.8	$	28.3	$	28.3
Buildings and improvements		256.6		255.4		266.5		265.3
Machinery and equipment		743.6		737.4		799.8		793.4
Software		98.9		96.7		104.1		103.0
Office equipment and other assets		79.3		76.0		85.4		85.1
Construction in progress		83.4		72.9		92.7		86.8
Gross PP&E		1,290.0		1,266.2		1,376.8		1,361.9
Less accumulated depreciation and amortization		721.3		693.2		765.1		749.1
Net PP&E	$	568.7	$	573.0	$	611.7	$	612.8

	Notional		Notional		Notional		Notional
	Amount		Amount		Amount		Amount
	June 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
Derivatives designated as hedging instruments
Foreign exchange contracts	$	239.9	$	216.0	$	239.7	$	252.7
Interest rate swap lock	$	300.0	$	300.0	$	300.0	$	300.0
Diesel fuel contracts	5.9 gallons		4.8 gallons		5.1 gallons		6.7 gallons
Commodities contracts	63.8 pounds		81.2 pounds		92.1 pounds		84.0 pounds
Derivatives not designated as hedging instruments
Foreign exchange contracts					$	8.0	$	8.0
Equity derivatives	$	26.6	$	22.1	$	23.8	$	23.3

Inventory and other working capital	$	40.2
Property, plant and equipment		0.5
Trade name		367.8
Other intangible assets		93.8
Goodwill		151.4
Current liabilities		(13.1	)
Deferred income taxes		(107.2	)
Long-term liabilities		(20.7	)
Cash purchase price (net of cash acquired)	$	512.7

Trade name	$	447.3
Other intangible assets		121.8
Goodwill		87.9
Contingent consideration		(182.0	)
Cash purchase price	$	475.0

	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
Trade accounts payable	$	516.7	$	473.3	$	547.3	$	588.1
Accrued marketing and promotion costs		148.6		138.1		140.9		177.8
Accrued wages and related benefit costs		61.7		96.5		42.9		124.2
Other accrued current liabilities		115.3		124.0		115.3		134.4
Total	$	842.3	$	831.9	$	846.4	$	1,024.5


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


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


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

Item		Page		Page
1.	Financial Statements	3	Financial Statements	3

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

3.	Quantitative and Qualitative Disclosures about Market Risk	28	Quantitative and Qualitative Disclosures about Market Risk	28

4.	Controls and Procedures	28	Controls and Procedures	28

1.	Legal Proceedings	30	Legal Proceedings	30

1A.	Risk Factors	30	Risk Factors	30

2.	Unregistered Sales of Equity Securities and Use of Proceeds	32	Unregistered Sales of Equity Securities and Use of Proceeds	31

5.	Other Information	32

6.	Exhibits	33	Exhibits	32

	Consumer		Consumer			Specialty
	Domestic		International			Products		Total
Balance at December 31, 2019	$	1,707.9	$	235.6		$	136.0	$	2,079.5
PERL WEISS divestiture		0.0		(1.3	)		0.0		(1.3	)
Balance at June 30, 2020	$	1,707.9	$	234.3		$	136.0	$	2,078.2

	Operating			Operating
	Leases			Leases
2020	$	11.9
2021		25.6		$	24.9
2022		23.3			31.5
2023		17.9			26.3
2024		16.5			24.2
2025 and thereafter		121.7
2025					23.0
2026 and thereafter					106.6
Total future minimum lease commitments		216.9			236.5
Less: Imputed Interest		(49.7	)		(45.2	)
Present value of lease liabilities	$	167.2		$	191.3

	Armand				ArmaKleen				Armand				ArmaKleen
	Six Months Ended				Six Months Ended				Three Months Ended				Three Months Ended
	June 30,		June 30,		June 30,		June 30,		March 31,		March 31,		March 31,		March 31,
	2020		2019		2020		2019		2021		2020		2021		2020
Purchases by Company	$	6.8	$	6.4	$	0.0	$	0.0	$	2.9	$	3.3	$	0.0	$	0.0
Sales by Company	$	0.0	$	0.0	$	0.5	$	0.5	$	0.0	$	0.0	$	0.2	$	0.3
Outstanding Accounts Receivable	$	0.4	$	0.6	$	1.0	$	0.6	$	0.5	$	0.4	$	0.8	$	0.7
Outstanding Accounts Payable	$	1.2	$	1.2	$	0.0	$	0.0	$	1.0	$	1.2	$	0.0	$	0.0
Administration & Management Oversight Services ⁽¹⁾	$	1.1	$	1.3	$	1.1	$	1.1	$	0.5	$	0.5	$	0.5	$	0.5

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

	Three Months Ended
	March 31,
Net Sales - Consolidated	2021
Product volumes sold		3.1	%
Pricing/Product mix		1.8	%
Foreign exchange rate fluctuations		0.9	%
Acquired product lines (net of divestiture) ⁽¹⁾		0.5	%
Net Sales increase		6.3	%

	Three Months Ended
	March 31,
Net Sales - Consumer Domestic	2021
Product volumes sold		3.3	%
Pricing/Product mix		1.8	%
Acquired product lines ⁽¹⁾		0.7	%
Net Sales increase		5.8	%

⁽¹⁾	~~Includes the Flawless Acquisition since the date of acquisition. During the second quarter of 2019, we~~Three Months Ended
	March 31,
Net Sales - Consumer International	2021
Product volumes sold ~~our consumer business in Brazil. During the first quarter of 2020 we completed the sale of the PERL WEISS brand.~~		3.5	%
Pricing/Product mix		(0.3	%)
Foreign exchange rate fluctuations		5.8	%
Net Sales increase		9.0	%

	Three Months Ended
	March 31,
Net Sales - SPD	2021
Product volumes sold		(1.6	%)
Pricing/Product mix		7.6	%
Net Sales increase		6.0	%

	As of							As of
	June 30, 2020		June 30, 2019		Change			March 31, 2021		March 31, 2020		Change
Days of sales outstanding in accounts receivable ("DSO")		26		32		(6	)		29		27		2
Days of inventory outstanding ("DIO")		60		60		-			68		58		10
Days of accounts payable outstanding ("DPO")		69		68		(1	)		74		66		(8	)
Cash conversion cycle		17		24		(7	)		23		19		4

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under All Programs
4/1/2020 to 4/30/2020		0	$	0.0		0	$	210,000,000
5/1/2020 to 5/31/2020		0		0.0		0	$	210,000,000
6/1/2020 to 6/30/2020		623		76.15		0	$	210,000,000
Total		623	$	76.15		0


•	(3.1)		Amended and Restated Certificate of Incorporation of the ~~Company.~~Company, incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020.

	(3.2)		By-laws of the Company, amended and restated as of May 1, 2020, incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K filed on May 1, 2020.

•	(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.INS)		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

		(101.SCH)	Inline XBRL Taxonomy Extension Schema Document.
		(101.CAL)	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

		(101.DEF)	Inline XBRL Taxonomy Extension Definition Linkbase Document.
		(101.LAB)	Inline XBRL Taxonomy Extension Label Linkbase Document.

		(101.PRE)	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

		(104)	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

		CHURCH & DWIGHT CO., INC.
		(REGISTRANT)

DATE:	~~July 31, 2020~~April 29, 2021	/s/ Richard A. Dierker
		RICHARD A. DIERKER
		Executive Vice President
		and Chief Financial Officer
		(Principal Financial Officer)

DATE:	~~July 31, 2020~~April 29, 2021	/s/ ~~Steven~~Joseph J. ~~Katz~~Longo
		~~STEVEN~~JOSEPH J. ~~KATZ~~LONGO
		VICE PRESIDENT AND
		CONTROLLER
		(PRINCIPAL ACCOUNTING OFFICER)