UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2016 Commission file number 1-10585 CHURCH & DWIGHT CO., INC. (Exact name of registrant as specified in its charter) Delaware 13-4996950 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 Charles Ewing Boulevard, Ewing, N.J. 08628 (Address of principal executive offices) Registrant’s telephone number, including area code: (609) 806-1200 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered Title of each class Common Stock, $1 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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 x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x As of May 3, 2016, there were 128,330,073 shares of Common Stock outstanding.
TABLE OF CONTENTS PART I Page Item 1. Financial Statements 3 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 3. Quantitative and Qualitative Disclosures about Market Risk 22 4. Controls and Procedures 22 PART II 1. Legal Proceedings 23 1A. Risk Factors 23 2. Unregistered Sales of Equity Securities and Use of Proceeds 24 6. Exhibits 25 2
PART I – FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In millions, except per share data) Three Months Ended March 31, March 31, 2016 2015 Net Sales $ 849.0 $ 812.3 Cost of sales 470.0 456.8 Gross Profit 379.0 355.5 Marketing expenses 92.5 88.8 Selling, general and administrative expenses 107.0 94.6 Income from Operations 179.5 172.1 Equity in earnings of affiliates 1.7 2.3 Investment earnings 0.3 0.5 Other income (expense), net (1.7) (2.0) Interest expense (6.8) (7.6) Income before Income Taxes 173.0 165.3 Income taxes 60.0 58.1 Net Income $ 113.0 $ 107.2 Weighted average shares outstanding - Basic 129.4 132.0 Weighted average shares outstanding - Diluted 131.8 134.6 Net income per share - Basic $ 0.87 $ 0.81 Net income per share - Diluted $ 0.86 $ 0.80 Cash dividends per share $ 0.355 $ 0.335 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In millions) Three Months Ended March 31, March 31, 2016 2015 Net Income $ 113.0 $ 107.2 Other comprehensive income, net of tax: Foreign exchange translation adjustments 9.9 (24.3) Income (loss) from derivative agreements (6.7) 2.9 Other comprehensive income (loss) 3.2 (21.4) Comprehensive income $ 116.2 $ 85.8 See Notes to Condensed Consolidated Financial Statements (Unaudited). 3
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In millions, except share and per share data) December 31, March 31, 2016 2015 Assets Current Assets Cash and cash equivalents $ 194.3 $ 330.0 Accounts receivable, less allowances of $1.2 and $1.0 277.0 276.2 Inventories 291.0 274.0 Other current assets 23.2 25.8 Total Current Assets 785.5 906.0 Property, Plant and Equipment, Net 601.1 609.6 Equity Investment in Affiliates 8.0 8.4 Trade Names and Other Intangibles, Net 1,375.8 1,269.5 Goodwill 1,407.1 1,354.9 Other Assets 114.8 108.5 Total Assets $ 4,292.3 $ 4,256.9 Liabilities and Stockholders' Equity Current Liabilities Short-term borrowings $ 451.3 $ 357.2 Accounts payable and accrued expenses 521.0 508.3 Income taxes payable 40.5 7.2 Total Current Liabilities 1,012.8 872.7 Long-term Debt 699.8 692.8 Deferred Income Taxes 491.4 484.8 Deferred and Other Long-term Liabilities 142.5 158.3 Pension, Postretirement and Postemployment Benefits 25.5 25.1 Total Liabilities 2,372.0 2,233.7 Commitments and Contingencies Stockholders' Equity Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued 0.0 0.0 Common Stock, $1.00 par value, Authorized 300,000,000 shares; 146,427,550 shares issued 146.4 146.4 Additional paid-in capital 381.0 376.4 Retained earnings 2,716.9 2,650.0 Accumulated other comprehensive loss (42.7) (45.9) Common stock in treasury, at cost: 18,258,130 shares in 2016 and 16,473,506 shares in 2015 (1,281.3) (1,103.7) Total Stockholders' Equity 1,920.3 2,023.2 Total Liabilities and Stockholders’ Equity $ 4,292.3 $ 4,256.9 See Notes to Condensed Consolidated Financial Statements (Unaudited). 4
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (In millions) Three Months Ended March 31, March 31, 2016 2015 Cash Flow From Operating Activities Net Income $ 113.0 $ 107.2 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 16.0 14.6 Amortization expense 11.9 11.4 Deferred income taxes 7.6 6.0 Equity in net earnings of affiliates (1.7) (2.3) Distributions from unconsolidated affiliates 2.0 2.7 Non-cash compensation expense 5.8 1.7 Other 0.9 3.5 Change in assets and liabilities: Accounts receivable 5.2 (22.0) Inventories (8.7) (15.2) Other current assets (1.7) (1.3) Accounts payable and accrued expenses (5.5) (2.5) Income taxes payable 42.4 48.3 Excess tax benefit on stock options exercised (7.9) (8.0) Other operating assets and liabilities, net (1.5) 0.1 Net Cash Provided By Operating Activities 177.8 144.2 Cash Flow From Investing Activities Additions to property, plant and equipment (8.5) (21.9) Acquisitions (175.0) (74.9) Other (0.6) (1.1) Net Cash Used In Investing Activities (184.1) (97.9) Cash Flow From Financing Activities Short-term debt borrowings (repayments) 93.8 127.1 Proceeds from stock options exercised 13.3 11.3 Excess tax benefit on stock options exercised 7.9 8.0 Payment of cash dividends (46.1) (43.7) Purchase of treasury stock (200.0) (256.2) Other (5.0) (0.4) Net Cash Used In Financing Activities (136.1) (153.9) Effect of exchange rate changes on cash and cash equivalents 6.7 (15.7) Net Change In Cash and Cash Equivalents (135.7) (123.3) Cash and Cash Equivalents at Beginning of Period 330.0 423.0 Cash and Cash Equivalents at End of Period $ 194.3 $ 299.7 See Notes to Condensed Consolidated Financial Statements (Unaudited) . 5
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW-CONTINUED (Unaudited) (In millions) Three Months Ended March 31, March 31, 2016 2015 Cash paid during the year for: Interest (net of amounts capitalized) $ 2.5 $ 1.4 Income taxes $ 10.0 $ 3.7 Supplemental disclosure of non-cash investing activities: Property, plant and equipment expenditures included in Accounts Payable $ 4.3 $ 5.3 See Notes to Condensed Consolidated Financial Statements (Unaudited). 6
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