469 North Harrison Street, Princeton,500 Charles Ewing Boulevard, Ewing, N.J. 0854308628

(Address of principal executive offices)

Registrant’s telephone number, including area code:(609) 683-5900806-1200

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  xT    No  ¨£

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨£    No  xT

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  xT    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  xT    No  ¨£

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ..    Yes10-K. ¨    No  x£

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  xT

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of July 1, 2011June 30, 2014 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $5.9$9.3 billion.  For purposes of making this calculation only, the registrant included all directors, executive officers and beneficial owners of more than ten percent of the Common Stockcommon stock (the “Common Stock”) of the Company as affiliates.Church & Dwight Co., Inc. (the “Company”).  The aggregate market value is based on the closing price of such stock on the New York Stock Exchange on July 1, 2011.June 30, 2014.

As of February 20, 2012,18, 2015, there were 142,396,743130,566,502 shares of Common Stock outstanding.

Documents Incorporated by Reference

Certain provisions of the registrant’s definitive proxy statement to be filed not later than April 29, 201230, 2015 are incorporated by reference in Items 10 through 14 of ItemPart III of this Annual Report on Form 10-K.10‑K (this “Annual Report”).  

CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION

This Annual Report contains forward-looking statements, including, among others, statements relating to sales and earnings growth; the effect of product mix; volume growth, including the effects of new product launches into new and existing categories; the impact of unit dose laundry detergent; impairments and other charges; consumer demand and spending; the effects of competition; earnings per share,share; gross margin changes,changes; trade and marketing spending,spending; marketing expense as a percentage of net sales; cost savings programs; the Company’s hedge programs,programs; the impact of foreign exchange and commodity fluctuations,price fluctuations; the Company’s share repurchase programs; the impact of acquisitions; capital expenditures; the effective tax rate,rate; the impact of tax audits,audits; tax changes and the lapse of applicable statutes of limitations, facility restructuring charges,limitations; the impact of trade name impairment charges; environmental matters,and regulatory matters; availability of raw materials; the effect of the credit environment on the Company’s liquidity and capital expenditures,expenditures; the Company’s fixed rate debt; compliance with covenants under the Company’s Credit Agreement and other debt instruments; the Company’s commercial paper program,program; sufficiency of cash flows from operations,operations; the Company’s current and anticipated future borrowing capacity to meet capital expenditure program costs,costs; payment of dividendsdividends; actual voluntary and expected purchases under the Company’s share repurchase authorization, impact of the change in the quarterly financial reporting calendar, expected cash contributions to pension plans,plans; investments in the Natronx TechnologyTechnologies, LLC (“Natronx”) joint venture, divestitures, completionventure; and adequacy of the Company’s new corporate office building and vacating of the three leased facilities adjacent to the Princeton headquarters, transition costs relating to the construction of a West Coast manufacturing and distribution facility and transition of operations at the Company’s Green River, Wyoming facility and ability to expand West Coast facility.raw materials, including trona reserves. 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. Important factorsFactors that couldmight cause actual results to differ materially from those in the forward-looking statementssuch differences include a decline in market growth, retailer distribution and consumer demand (including the effect(as a result of, among other things, political, economic and marketplace conditions and events on consumer demand)events); unanticipated increases in raw material and energy prices; adverse developments affecting the financial condition of major customers and suppliers; competition;competition, including The Procter & Gamble Company’s participation in the value laundry detergent category; changes in marketing and promotional spending; growth or declines in various product categories and the impact of trade customer actions in response to changes in consumer demand and the economy, including increasing shelf space of private label products; consumer and competitor reaction to, and customer acceptance of, new product introductions and features; disruptions in the banking system and financial marketsmarkets; foreign currency exchange rate fluctuations; the impact of natural disasters on the Company and its customers and suppliers, including third party information technology service providers; the acquisition or divestiture of assets; the outcome of contingencies, including litigation, pending regulatory proceedings and environmental remediation.matters; and changes in the regulatory environment.

For a description of additional factors that could cause actual results to differ materially from the forward looking statements, please see Item 1A, “Risk Factors” in this Annual Report.

The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.otherwise, except as required by the United States federal securities laws. You are advised, however, to consult any further disclosures we makethe Company makes on related subjects in ourits filings with the U.S.United States Securities and Exchange Commission.

Specialty Cleaners

The Company also provides a line of cleaning and deodorizing products for use in commercial and industrial applications such as office buildings, hotels, restaurants and other facilities.facilities.

The Company and Safety-Kleen CorporationSystems, Inc. (“Safety-Kleen”) are equal partners in a joint venture, The ArmaKleen, Company, which was formed to buildhas built a specialty cleaning products business based on the Company’s technology and Safety-Kleen’s sales and distribution organization. In North America, this joint venture distributes the Company’s proprietary product line of aqueous cleaners along with the Company’s ARMEX blast media line, which is designed for the removal of a wide variety of surface coatings. The Company continues to pursue opportunities to build this industrial cleaning business using the Company’s aqueous-based technology as well as the ARMEX blast media line of products.

COMPETITION FOR SPD

Competition within the specialty chemicals and animal nutrition product lines is intense. The specialty chemicals business operates in a competitive environment influenced by capacity utilization, customers’ leverage and the impact of raw material and energy costs. Product introductions typically involve introductory costs in the year of launch, and the Company usually is not able to determine whether new products and line extensions will be successful until sometimea period of time has elapsed following the introduction of new products or the extension of the product lines. The Company’s key competitors are Solvay Chemicals, Inc., FMC and Natural Soda, Inc.

DISTRIBUTION FOR SPD

SPD markets sodium bicarbonate and other chemicals to industrial and agricultural customers primarily throughout the United StatesU.S. and Canada. Distribution is accomplished through a dedicated sales force supplemented by manufacturer’smanufacturers’ representatives and the sales personnel of independent distributors throughout the country. The Company’s products in this segment are located in Company plants and public warehouses and are either delivered by independent trucking companies or picked up by customers at the Company’s facilities.

RAW MATERIALS AND SOURCES OF SUPPLY

The Company manufactures sodium bicarbonate for both its consumer and specialty products businesses at its plants located at Green River, Wyoming and Old Fort, Ohio. The primary source of soda ash, a basic raw material used by the Company in the production of sodium bicarbonate, is the mineral trona, which is found in abundance in southwestern Wyoming near the Company’s Green River plant. The Company has adequate trona reserves under mineral leases to support the Company’s sodium bicarbonate requirements for the foreseeable future.future.

The Company is party to a partnership agreement with General Chemical Corporation,Tata Chemicals (Soda Ash) Partners, which mines and processes trona reserves in Wyoming. Through the partnership and related supply and services agreements, the Company fulfills a substantial amount of its soda ash requirements, enabling the Company to achieve some of the economies of an integrated business capable of producing

sodium bicarbonate and related products from the basic raw material. The Company also has an agreement for the supply of soda ash from another company. The partnership agreement and other supply agreements between the Company and General ChemicalTata Chemicals (Soda Ash) Partners are terminable upon two years notice by either company. The Company believes that sufficient alternative sources of supply are available.

The Company believes that ample sources of raw materials are available for all of its other major products. Detergent chemicals are used in a variety of the Company’s products and are available from a number of sources. Bottles, paper products and clay are available from multiple suppliers, although the Company chooses to source most of these materials from single sources under long-term supply agreements in order to gain favorable pricing. The Company also uses a palm oil fraction (by-product) in its rumen bypass fats products. Alternative sources of supply are available in case of disruption or termination of the supply agreements.agreements.

The trendcost of higher raw material costs continued into 2011. As a result, the cost ofmaterials, including surfactants, diesel fuel palm fatty acid distillate (PFAD), latex, corrugated paper and oil-based raw and packaging materials used primarily in the household and specialty productsconsumer businesses, were all highercontinued to be high in 2011 than 2010. Additional increases2014 relative to prior years. However, while the market price of ethylene-based resin was at an all-time high in 2014, the Company’s cost for this material was partially mitigated as a result of the Company’s ability to contractually lock in pricing for 2014. Increases in the prices of certain raw materials could materially impact the Company’s costs and financial results if the Company is unable to pass such costs along in the form of price increases to its customers.customers.

The Company utilizes the services of third party contract manufacturers around the world for certain products.

PATENTS AND TRADEMARKS

The Company’s trademarks (identifiedappear in upper case letters throughout this report in capitalized letters), including ARM & HAMMER,Annual Report. The majority of the Company’s trademarks are registered with either the United StatesU.S. Patent and Trademark Office and alsoor with the trademark offices of many foreign countries. The ARM & HAMMER trademark has been used by the Company since 1867, and is a valuable asset and important to the successful operation of the Company’s business. The Company’s products are sold under many other valuable trademarks includeheld by the Company, including TROJAN, NAIR, ORAJEL, FIRST RESPONSE, XTRA, OXICLEAN, SPINBRUSH, BATISTE, SIMPLY SALINE, FELINE PINE, L’IL CRITTERS, VITAFUSION, REPHRESH and FELINE PINE.REPLENS. The Company’s portfolio of trademarks represents substantial goodwill in the businesses using the trademarks.trademarks.

United StatesU.S. patents are currently granted for a term of 20 years from the date the patent application is filed. Although the Company actively seeks and maintains a number of patents, no single patent is considered significant to the business as a whole.whole.  

CUSTOMERS AND ORDER BACKLOG

In each of the years ended December 31, 2011, 2010,2014, 2013, and 2009,2012, net sales to the Company’s largest customer, Wal-Mart Stores, Inc. and its affiliates (“Wal-Mart”), were 23%25%, 23%24% and 22%24% respectively, of the Company’s total consolidated net sales.  The time between receipt of orders and shipment is generally short, and as a result, backlog is not significant.  No other customer accounted for 10% or more than 10% of consolidated net sales in the three yearthree-year period.

RESEARCH & DEVELOPMENT

The Company conducts research and development activities primarily at its Princeton and Cranbury facilities in New Jersey.  The Company devotes significant resources and attention to product development, process technology and basic research to develop differentiated products with new and distinctive features and to provide increased convenience and value to its customers.  To increase its innovative capabilities, the Company engages outside contractors for general research and development in activities beyond its core areas of expertise.  The Company spent $55.1$59.8 million, $53.7$61.8 million and $55.1$54.8 million on research and development activities in 2011, 20102014, 2013 and 2009,2012, respectively.

GOVERNMENT REGULATION

General

Some of the Company’s products are subject to regulation by one or more United StatesU.S. agencies, including the U.S. Food and Drug Administration (“FDA”), the Environmental Protection Agency (“EPA”), the Federal Trade Commission (“FTC”), the Consumer Product Safety Commission (“CPSC”), and foreign agencies.

FDA regulations govern a variety of matters relating to ourthe Company’s products, such as product development, manufacturing, premarket clearance or approval, advertising and distribution. The regulations adopted and standards imposed by the FDA and similar

foreign agencies evolve over time and can require the Company to make changes in its manufacturing processes and quality systems to remain in compliance. These agencies periodically inspect manufacturing and other facilities. If we failthe Company fails to comply with applicable regulations and standards, weit may be subject to sanctions, including fines and penalties, the recall of products and cessation of manufacturing and/or distribution.

In addition, the Company sells products that are subject to regulation under the Federal Insecticide, Fungicide and Rodenticide Act and the Toxic Substances Control Act, which are administered by the Environmental Protection Agency (“EPA”).EPA. The Company also is subject to regulation by the FTC in connection with the content of its labeling, advertising, promotion, trade practices and other matters. matters.

The CPSC administers the Poison Prevention Packaging Act, and has issued regulations requiring special child resistant packaging for certain products, including pharmaceuticals, dietary supplements, and dietary substances, containing certain ingredients (e.g., iron).

The Company’s relationship with certain union employees may be overseen by the National Labor Relations Board. The Company’s activities also are regulated by various agencies of the countries, states, localitiesprovinces and foreign countriesother localities in which the Company sells its products.products.  

Medical Device Clearance and Approval

To be commercially distributed in the U.S., a medical device must, unless exempt, receive clearance or approval from the FDA pursuant to the Federal Food, Drug, and Cosmetic Act (“FDCA”). Lower risk devices are categorized as either class I or II devices. For class II devices, for which the manufacturer must generally submit a premarket notification requesting permissionclearance for commercial distribution known as a “510(k) clearance.” Ourclearance. The Company’s condoms, lubricants, contact lens solution, wound wash and home pregnancy and ovulation test kits are generally regulated as class II devices. Some low risk devices, including our SPINBRUSH and other battery powered toothbrushes, are in class I and are generally exempted from athe 510(k) requirement. To obtain 510(k) clearance, a device must be determined to be substantially equivalent in intended use and in safety and effectiveness to a previously 510(k) cleared device.benchmark device, or “predicate” that is already legally in commercial distribution. Any modification to a 510(k) cleared device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, generally requires a new clearance or approval.510(k) clearance. A manufacturer may determine that a new 510(k) clearance is not required, but if the FDA disagrees, it may retroactively require a 510(k) clearance and may require the manufacturer to cease marketing or recall the modified device until 510(k) clearance is obtained. For example, the FDA recently required the Company to submit three 510(k) notifications for modifications to its condom products, where the FDA believed that the Company should have filed a 510(k) prior to making the modifications. The Company submitted these 510(k) notifications in January 2012. To date, the FDA has not required the Company to cease marketing the modified products during the pendency of the 510(k) submissions.

Medical Device Postmarket Regulation

After a medical device is commercialized, numerous regulatory requirements apply, including:

OTC Pharmaceutical

The Company hasmarkets over-the-counter (OTC)(“OTC”) pharmaceutical products, such as our toothpaste, antiperspirant, and oral analgesics products, that are also subject to FDA and foreign regulation. Under the U.S. OTC monograph system, selected OTC pharmaceutical products are generally recognized as safe and effective and do not require the submission and approval of a new drug application. The FDA OTC Monograph System, the FDA issues regulations, known as “monographs,” that specify the activemonographs include well-known ingredients and specify requirements for permitted indications, required warnings and precautions, allowable combinations of ingredients and dosage levelslevels. Pharmaceutical products marketed under the OTC monograph system must conform to specific quality, formula and required warningslabeling requirements.

All facilities where OTC pharmaceutical products are manufactured, tested, packaged, stored or distributed must comply with cGMP regulations and/or regulations promulgated by competent authorities in the countries where the facilities are located. All of the

Company’s pharmaceutical products are manufactured, tested, packaged, stored and precautions. In addition,distributed according to cGMP regulations. The FDA performs periodic audits to ensure that the Company’s facilities remain in compliance with all appropriate regulations. The failure of a facility to be in compliance may lead to a breach of representations made to customers or to regulatory action against the Company related to the products made in that facility, such as seizure, injunction or recall. Serious product quality concerns could also result in governmental actions against the Company that, among other things, could result in the suspension of production or distribution of the Company’s facilitiesproducts, product seizures, loss of certain licenses or other governmental penalties, and could have a material adverse effect on the Company’s financial condition or operating results. The manufacturer, packer, or distributor of an OTC pharmaceutical product marketed in the pharmaceutical productionU.S. whose name appears on the label of such product is required to report serious adverse events associated with the use of the product.  

The Company cannot predict whether new legislation regulating the Company’s activities will be enacted or what effect any legislation would have on the Company’s business.

Food Products

The Company markets baking soda and animal feed products, such as rumen fermentation enhancers and DCAD balancers, that are also subject to FDA and foreign regulation. In 2011, the Food Safety Modernization Act (FSMA) was enacted, changing the ways in which food and animal feed products are regulated. Under the provisions of the Act, the emphasis shifted from compliant products to mandatory preventive controls including hazard analysis, risk controls, supplier qualifications and controls and increased record keeping. FSMA grants the FDA the authority to require mandatory recalls for products under certain conditions. The FDA is currently in the process of establishing rules and guidance to implement the provisions of FSMA.  The potential impact of these rules and applicable guidance cannot be determined at this time.

Dietary Supplements

The processing, formulation, safety, manufacturing, packaging, labeling, advertising, distribution, chain must comply with FDA’s good manufacturing practices regulationsimporting, selling, and storing of dietary supplements are subject to regulation by one or more federal agencies, including the FDA, the FTC, the CPSC, the EPA, and by various agencies of the states and localities in which the Company’s products are sold. The FDCA governs the composition, safety, labeling, manufacturing and marketing of dietary supplements.  

Generally, dietary ingredients that were marketed in the U.S. prior to October 15, 1994 may be used in dietary supplements without notifying the FDA. “New” dietary ingredients (i.e. dietary ingredients that were not marketed in the U.S. before October 15, 1994) must be the subject of a new dietary ingredient notification submitted to the FDA at least 75 days before the initial marketing unless the ingredient has been present in the food supply as an article used for food without being chemically altered. A new dietary ingredient notification must provide evidence of a history of use or other evidence establishing that use of the dietary ingredient is reasonably expected to be safe. The FDA may determine that a new dietary ingredient notification does not provide an adequate basis to conclude that a dietary ingredient is reasonably expected to be safe. Such a determination could effectively prevent the marketing of the dietary ingredient. On July 5, 2011, the FDA issued draft guidance governing notification of new dietary ingredients. The draft guidance was issued for public comment and not for implementation. To date the FDA has not taken any further steps towards implementing the guidance. The guidance, if implemented, could effectively change the status of dietary ingredients that the industry has marketed as “old” dietary ingredients to “new” dietary ingredients that may require submission of a new dietary ingredient notification.  

The FDCA permits “statements of nutritional support” to be included in labeling for dietary supplements without FDA pre-market approval. The FDA must be notified of those statements within 30 days of marketing. Among other things, the statements may describe the role of a dietary ingredient intended to affect the structure or function of the body or characterize the documented mechanism of action by which a dietary ingredient maintains such structure or function, but may not expressly or implicitly represent that a dietary supplement will diagnose, cure, mitigate, treat, or prevent a disease. A company that uses a statement of nutritional support in labeling must possess information substantiating that the statement is truthful and not misleading. If the FDA determines that a particular statement of nutritional support is an unacceptable drug claim or an unauthorized version of a health claim, or if the FDA determines that a particular claim is not adequately supported by existing scientific evidence or is otherwise false or misleading, the claim could not be used and any product bearing the claim could be subject to regulatory action.

The FDA’s cGMP regulations govern the manufacturing, packaging, labeling and holding operations of dietary supplement manufacturers. As with OTC products, the FDA performs periodic audits to ensure that the Company’s dietary supplement facilities remain in compliance with all appropriate regulations. The failure of a facility to be in compliance may lead to a breach of representation made to customers or to regulatory action against the Company related to the products made in that facility, seizure, injunction or recall. There remains considerable uncertainty with respect to the FDA’s periodic audits.

For information regarding recent FDA actions pertaining tointerpretation of the Company, see ”Risk Factors—Failure by us or certaincGMP regulations and their actual implementation in manufacturing facilities. The failure of our suppliersa manufacturing facility to comply with variousthe cGMP regulations

may render products manufactured in that facility adulterated, and subjects those products and the manufacturer to a variety of potential FDA enforcement actions. In addition, under recent amendments to the FDCA, the manufacturing of dietary ingredients contained in dietary supplements will be subject to similar or even more burdensome requirements, which may increase the costs of dietary ingredients and subject suppliers of such ingredients to more rigorous inspections and enforcement. The manufacturer, packer, or distributor of a dietary supplement marketed in the countries which we operate could expose usU.S. whose name appears on the label of the supplement is required to report serious adverse events associated with the use of that supplement to the FDA.

The FTC exercises jurisdiction over the advertising of dietary supplements. The FTC considers whether a product’s advertising claims are accurate, truthful and not misleading pursuant to its authority under the Federal Trade Commission Act, or FTC Act. The FTC has instituted numerous enforcement actions against dietary supplement companies for failure to adequately substantiate claims made in advertising or other adverse consequences,”for the use of otherwise false or misleading advertising claims. These enforcement actions have resulted in Item 1Aconsent decrees and the payment of this report.civil penalties and/or restitution by the companies involved. Such actions can result in substantial financial penalties and significantly restrict the marketing of a dietary supplement.

Legislation may be introduced which, if passed, would impose substantial new regulatory requirements on dietary supplements. The effect of additional domestic or international governmental legislation, regulations, or administrative orders, if and when promulgated, cannot be determined. New legislation or regulations may require the reformulation of certain products to meet new standards, and require the recall or discontinuance of certain products not capable of reformulation.  

ENVIRONMENTAL MATTERS

The Company’s operations are subject to federal, state, local and foreign environmental laws, rules and regulations relating to environmental and health and safety concerns including air emissions, wastewater discharges, and solid and hazardous waste management activities. The Company endeavors to take actions necessary to comply with such regulations. These steps include periodic environmental audits of each Company facility.facilities. The audits, conducted by independent engineering firms with expertise in environmental compliance, include site visits at each location, as well as a review of documentary information, to determine compliance with such federal, state, local and foreign laws, rules and regulations. Other than as described under Item 3, Legal Proceedings, in this report, the Company believes that it is in material compliance with existing environmental regulations.regulations.    

See Item 3, “Legal Proceedings” in this reportAnnual Report for information regarding an environmental proceeding relating to the Company’s Brazilian subsidiary.

GEOGRAPHIC AREAS

Approximately 79%81%, 79%80% and 81%79% of the Company’s net sales in 2011, 20102014, 2013 and 2009,2012, respectively, were to customers in the United States.U.S.  Approximately 96%, 96%97% and 95%97% of the Company’s long-lived assets were located in the United StatesU.S. at December 31, 2011, 20102014, 2013 and 2009,2012, respectively.  Other than the United States,U.S., no one country accounts for more than 7% of consolidated net sales and 3%5% of total assets.

EMPLOYEES

At December 31, 2011,2014, the Company had approximately 3,5004,200 employees.  The Company is party to a labor contract with the International Machinists Union at its Colonial Heights, Virginia plant, which expires May 31, 2013.2018.  Internationally, the Company employs union employees in France, Mexico, Brazil and New Zealand.  The Company believes that its relations with both its union and non-union employees are satisfactory.

CLASSES OF SIMILAR PRODUCTS

The Company’s operations, exclusive of unconsolidated entities, constitute three reportable segments,segments: Consumer Domestic, Consumer International and Specialty Products (SPD).SPD.  The table set forth below shows the percentage of the Company’s net sales (exclusive of net sales of unconsolidated entities) contributed by each group of similar products marketed by the Company during 2011, 20102014, 2013 and 2009.2012.

The table above reflects consolidated net sales, exclusive of net sales of unconsolidated entities.

PUBLIC INFORMATION

The Company maintains a web sitewebsite at www.churchdwight.com and on the “Investors—SEC Filings” page of the web sitewebsite makes available free of charge the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after the Company electronically files these materials with, or furnishes them to, the Securities and Exchange Commission. Also available on the “Investors—Corporate Governance” page on the Company’s website are the Company’s Corporate Governance Guidelines, charters for the Audit, Compensation & Organization and Governance & Nominating Committees of the Company’s Board of Directors and the Company’s Code of Conduct. Each of the foregoing is also available in print free of charge and may be obtained upon written request to: Church & Dwight Co., Inc., 469 North Harrison Street, Princeton,500 Charles Ewing Boulevard, Ewing, New Jersey 08543,08628, attention: Secretary. The information presented in the Company’s web sitewebsite is not a part of this reportAnnual Report and the reference to the Company’s web sitewebsite is intended to be an inactive textual reference only.

The following risks and uncertainties, as well as others described elsewhere in this report,Annual Report, could materially adversely affect ourthe Company’s business, results of operations and financial condition:

Uncertainty about current globalUnfavorable and uncertain economic conditions hashave adversely affected, and in the future may adversely affect, demand for some of ourthe categories of products the Company sells, resulting in reduced sales volume or market share or a shift in its product mix from higher margin to lower margin products. Factors that can affect demand include competitors’ products, advertising and pricing actions, rates of unemployment, consumer confidence, health care costs, fuel and other energy costs and other economic factors affecting consumer spending behavior.behavior, including delays in the timing of tax refunds from the federal government, gasoline and home heating oil pricing, reduced unemployment benefits in periods of high unemployment and tax increases. While the vast majority of the Company’s products generally are consumer staples that should be less vulnerable to decreases in discretionary spending than other products, they may become subject to increasing price competition as recessionary conditions continue.competition. Moreover, some of ourthe Company’s products, such as laundry additives, gummy dietary supplements and battery-operated toothbrushes, are more likely to be affected by consumer decisions to control spending.

Some of ourthe Company’s customers, including mass merchandisers, supermarkets, drugstores, convenience stores, wholesale clubs, pet specialtyhome stores, and dollar, pet and other specialty stores, have experienced and may experience in the future declining financial performance, which could affect their ability to pay amounts due to usthe Company on a timely basis or at all. In response, weThe Company regularly conduct a review ofreviews the financial strength of ourits key customers. Ascustomers and, where appropriate, we modifymodifies customer credit limits, which may have an adverse impact on future sales. Because the same economic conditions are impactingthat affect the Company also affect many of ourthe Company’s suppliers, we alsothe Company regularly conductconducts a similar review of ourits suppliers to assess both their financial viability and the importance of their products to ourthe Company’s operations. WhereWhen appropriate, we intend to identifythe Company identifies alternate sources of materials and services. To date, we havethe Company has not experienced a material adverse impact from economic conditions affecting ourits customers or suppliers. However, a continuedprotracted economic declinedownturn that adversely affects ourthe Company’s suppliers and customers could adversely affect ourits sales and results of operations.  

The Company faces intense competition from consumer products companies, both in the U.S. and sales.

In recent years, the banking system and financial markets have experienced severe disruption, including, among other things, bank failures and consolidations, severely diminished liquidity and credit availability, rating downgrades, declines in asset valuations, and fluctuations in foreign currency exchange rates. These conditions present the following risks to us, among others:

We have not been notified of any circumstances that would prevent any participating financial institution from funding our Credit Agreement. However, under current or future circumstances, such constraints may exist. Although we believe that our operating cash flows, together with our access to the credit markets, provide us with significant discretionary funding capacity, the inability of one or more institutions to fulfill their funding obligations under the Credit Agreement could have a material adverse effect on our liquidity and operations.

The economic crisis caused many of our customers to more critically analyze the number of brands they sell which has resulted in their reduction or discontinuance of certain of our product lines, particularly those products that are not number one or two in their category. If this occurs and we are unable to improve distribution for those products at other customers, our Company’s results could be adversely affected.

In addition, many of our customers sell products under their own private label brands thatand generic non-branded products of its customers in certain categories, which typically are sold at lower prices.

The Company’s products generally compete with products that we sell. As consumers look for opportunities to decrease discretionary spending, our customers have discontinued or reduced distribution of some of our products to encourage those consumers to purchase our customers’ less expensive private label products. To the extent some of our products are discontinued or are adversely affected by our trade customers’ actions to increase shelf space for their private label products, we are focusing our efforts on improving distribution with other customers. Our results could be adversely affected if our efforts are not effective.

Our financial success is directly dependent on the successbasis of our brands, particularly the ARM & HAMMER, OXICLEAN and TROJAN brands. The success of these brands can suffer if our marketing plansperformance, brand recognition, price, value or product initiatives do not have the desired impact on a brand’s image or its abilityother benefits to attract consumers. Further, our results could be adversely affected if one of our leading brands suffers damage to its reputation due to real or perceived quality issues.

We strive to introduce new products that are based on current and new technology. The development and introduction of new products involves substantial research, development, marketing and promotional expenditures, which we may be unable to recover if the new products do not gain widespread market acceptance. In addition, if sales generated by new products result in a concomitant decline in sales of our existing products, our financial performance could be harmed.

From time to time, we have discontinued certain products and product lines, which resulted in returns from customers, asset write-offs and shutdown costs. We may suffer similar adverse consequences in the future to the extent we discontinue products that do not meet expectations or no longer satisfy consumer demand. Moreover, product quality defects or safety concerns could result in product recalls. Product returns or recalls, write-offs or shutdown costs would reduce sales, cash flow and earnings and damage the product’s brand reputation.

During 2011, approximately 79% of our sales were generated in U.S. markets. U.S. markets for consumer products are considered mature and commonly characterized by high household penetration, particularly with respect to our most significant product categories, such as laundry detergents, deodorizers, household cleaning products, toothpastes, antiperspirants and deodorants. Our unit sales growth in domestic markets will depend on increased use of our products by consumers, product innovation and our ability to capture market share from competitors. We may not succeed in implementing strategies to increase domestic revenues.

The consumer products industry, particularly the laundry detergent, personal care and air deodorizer categories, is intensely competitive. To protect existing market share or to capture increased market share, we may need to increase expenditures for promotion and advertising and to introduce and establish new products. Increased expenditures may not prove successful in maintaining or enhancing market share and could result in lower sales and profits. Many of our competitors are large companies, including The Procter & Gamble Company, Sun Products Corporation, The Clorox Company, Colgate-Palmolive Company, Henkel AG & Co. KGaA, Reckitt Benckiser Group plc, Johnson & Johnson, Inverness Medical Innovations, Inc. and S.C. Johnson & Son, Inc. Many of these companies have greater financial resources than we do, and, therefore, have the capacity to outspend us should they attempt to gain market share. If we lose market share and the markets in which we compete do not grow substantially, our sales levels and operating results will decline.

Consumer products, particularly those that are value-priced like many of our products are subject to significant price competition. As a result, wethe Company may need to reduce the prices for some of ourits products, or increase prices by an amount that does not cover manufacturing cost increases, to respond to competitive and customer pressures and to maintain market share. Any reduction in prices, or inability to raise prices sufficiently to cover manufacturing cost increases, in response to these pressures would harm profit margins. In addition, if ourthe Company’s sales volumes fail to grow sufficiently to offset any reduction in margins, ourits sales growth and other results of operations would suffer.suffer.

BecauseAdvertising, promotion, merchandising and packaging also have a significant impact on retail customer decisions regarding the brands and product lines they sell and on consumer purchasing decisions. A newly introduced consumer product (whether improved or newly developed) usually encounters intense competition requiring substantial expenditures for advertising, sales promotion and trade merchandising. If a product gains consumer acceptance, it normally requires continued advertising, promotional support and product improvements to maintain its relative market position. If the Company’s advertising, marketing and promotional programs are not effective, its sales growth may decline.  

Many of the competitive environment facing manyCompany’s competitors are large companies, including P&G, The Sun Products Corporation, The Clorox Company, Colgate-Palmolive Company, Henkel AG & Co. KGaA, Reckitt Benckiser Group plc, Johnson & Johnson, Nestle Purina PetCare Company, Ansell Limited, Alere Inc., Pfizer Inc., Bayer AG, S.C. Johnson & Son, Inc., Pharmavite LLC and NBTY, Inc. Many of ourthese companies have greater financial resources than does the Company, and, therefore, have the capacity to outspend the Company on advertising and promotional activities and introduce competing products more quickly and respond more effectively to changing business and economic conditions than can the Company. In addition, the Company’s competitors may attempt to gain market share by offering products at prices at or below those typically offered by it. Competitive activity may require the Company to increase its spending on advertising and promotions and/or reduce prices, which could lead to reduced profits and adversely affect growth. If the Company loses market share or the markets in which it competes do not grow substantially, its sales growth will decline.  

Since the 2012 introduction in the U.S. of unit dose laundry detergent by various manufacturers, including the Company, there has been significant product and price competition in the laundry detergent category, contributing to an overall category decline. During 2012, 2013 and 2014, the category declined 0.6%, an additional 3.2% and an additional 2.9%, respectively. In 2014, P&G, the market leader in premium laundry detergent, including unit dose laundry detergent, reconfigured certain of its product offerings and related marketing and pricing strategies and launched various products to compete more directly with the Company’s core ARM & HAMMER, XTRA and OXICLEAN power brands. Specifically, P&G launched lower-priced laundry detergents to compete directly with the Company’s core value laundry detergents and has launched a versatile stain remover to compete with the Company’s pre-wash additive, OXICLEAN, supported by aggressive trade spending and marketing.  These actions and price competition could negatively impact the Company’s laundry detergent and versatile stain remover businesses.    

A limited number of customers account for a large percentage of the Company’s net sales.  Wal-Mart is the Company’s largest customer, accounting for approximately 25% of net sales in 2014, 24% of net sales in 2013 and 24% of net sales in 2012.  The Company’s top three customers accounted for approximately 36% of net sales in 2014, 35% of net sales in 2013 and 34% of net sales in 2012.  The Company expects that a significant portion of its net sales will continue to be derived from a small number of customers and that these percentages may increase if the growth of mass merchandisers continues. As a result, changes in the strategies of Wal-Mart or any of the Company’s other largest customers, including a reduction in the number of brands they carry or of shelf space they dedicate to private label products, could materially harm the Company’s net sales and profitability.  

In addition, the Company’s business is based primarily upon individual sales orders as it rarely enters into long-term contracts with its customers and most customer agreements include customer termination rights after short notice. Accordingly, these customers could reduce their purchasing levels or cease buying products from the Company at any time and for any reason. If the Company loses a significant customer or if sales of its products to a significant customer materially decrease, it could have a material adverse effect on the Company’s business, financial condition and results of operations.  

In recent years, the Company has seen increasing retailer consolidation both in the U.S. and internationally. This trend has resulted in the increased size and influence of large consolidated retailer customers, who may demand lower pricing, special packaging or impose other requirements on the Company. These business demands may relate to inventory practices, logistics or other aspects of the customer-supplier relationship. Some of the Company’s customers, particularly ourits high-volume retail store customers, have increasingly sought to obtain pricing concessions or better trade terms. To the extent we providethe Company provides concessions or better trade terms ourto those customers, its margins are reduced. Further, if we arethe Company is unable to maintain terms that are acceptableeffectively respond to our tradethe demands of its customers, these trade customers could reduce their purchases of ourCompany products and increase their purchases of products from our competitors, which would harm ourthe Company’s sales and profitability.

From time to time our retailor these customers may reduce inventory levels in managing their working capital requirements. Any reduction in inventory levels by our retail customers will result in reduced orders and harm our operating results for the financial periods affected by the reductions. In particular, continued consolidation within the retail industry could potentially reduce inventory levels maintained by our retail customers, whichrequirements, could result in reduced orders for Company products and adversely affect ourits results of operations for the financial periods affected by the reductions.reductions.  

Protracted unfavorable market conditions have caused many of the Company’s customers to more critically analyze the number of brands they sell, and reduce or discontinue certain of the Company’s product lines, particularly those products that were not number one or two in their category. If this continues to occur and the Company is unable to improve distribution for those products at other customers, its results could be adversely affected.  

Wal-Mart, togethercommonly characterized by high household penetration, particularly with respect to the Company’s most significant product categories, such as laundry detergents, deodorizers, household cleaning products, toothpastes, dietary supplements, antiperspirants and deodorants. The Company’s ability to achieve unit sales growth in domestic markets will depend on increased use of its affiliates,products by consumers relative to competitors’ products, its ability to drive growth through product innovation in existing and new product categories, investment in its established brands and enhanced merchandising and its ability to capture market share from its competitors. If the Company is our largest customer, accounting for approximately 23% of netunable to increase market share in existing product lines, develop product improvements, undertake sales, marketing and advertising initiatives that expand its product categories and develop, acquire or successfully launch new products, it may not achieve its sales growth objectives. Even if the Company is successful in 2011, 23% of netincreasing sales in 2010 and 22% of net sales in 2009. Our top three customers accounted for

approximately 33% of net sales in 2011, 33% of net sales in 2010 and 32% of net sales in 2009. The loss ofwithin its product categories, a continuing or a substantial decreaseaccelerating decline in the volumeoverall markets for the Company’s products could have a negative impact on its financial results.

The Company initiates expansion projects from time to time. For example, the Company is currently expanding its gummy dietary supplements production capacity at its York, Pennsylvania manufacturing facility to meet expected future product demand. The new gummy dietary supplements line is expected to start production in the first quarter of purchases by Wal-Mart2015. Projects of this type are subject to risks of delay or cost overruns inherent in any large construction project resulting from numerous factors, including the following: shortages of equipment, materials or skilled labor; work stoppages; unscheduled delays in the delivery of ordered materials and its affiliatesequipment; unanticipated cost increases; difficulties in obtaining necessary permits or anyin meeting permit conditions; difficulties in meeting regulatory requirements or obtaining regulatory approvals; availability of our other largest customers would harm our salessuppliers to certify equipment for existing and profitability.

Asengineering problems; and failure or delay of December 31, 2011, we had $252.3 million of total consolidated indebtedness. Our failure tothird party service our indebtednessproviders, civil unrest and labor disputes. Significant cost overruns or obtain additional financing as neededdelays in completing a project could have a material adverse effect on our business operatingthe Company’s return on investment, results of operations and financial condition.

We have made several acquisitions in recent years, including businesses previously operated by Del Pharmaceuticals, Inc. and Orange Glo International, Inc., the SIMPLY SALINE nasal moisturizer product line, the FELINE PINE natural cat litter product line and the BATISTE dry shampoo product line. We may make additional acquisitions or substantial investments in complementary businesses or products in the future. Any future acquisitions or investments would entail various risks, including the difficulty of integrating thenegatively impact its operations, and personnel of the acquired businesses or products, the potential disruption of our ongoing business and, generally, our potential inability to obtain the desired financial and strategic benefits from the acquisition or investment. The risks associated with assimilation are increased to the extent we acquire businesses that have stand alone operations that cannot easily be integrated or operations or sources of supply outside of the United States and Canada, for which products are manufactured locally by third parties. These factors could harm our financial condition and operating results. Any future acquisitionsresults of operations.  

The Company relies on a limited number of suppliers for certain of its commodities and raw materials, including sole source suppliers for certain of its raw materials, packaging, product components, finished products and other necessary supplies. New suppliers may have to be qualified under governmental, industry and Company standards, which can require additional investment and time. The Company may be unable to qualify any needed new suppliers or investmentsmaintain supplier arrangements and relationships; it may be unable to contract with suppliers at the quantity, quality and price levels needed for its business; or certain of the Company’s key suppliers may become insolvent or experience other financial distress. If any of these events occurs and the Company has failed to identify and qualify an alternative vendor, then it may be unable to meet its contractual obligations and customer expectations, which could damage its reputation and result in substantial cash expenditures, the issuance of new equity by uslost customers and sales, or the incurrenceCompany may incur higher than expected expenses, either of additional debtwhich could materially and contingent liabilities. In addition, any potential acquisitions or investments, whether or not ultimately completed, could divert the attentionadversely affect its business, operations and results of management and divert other resources from other matters that are critical to our operations.

operations.

Our distribution of condoms under the TROJAN and other trademarks is regulated by the FDA. Certain of our condoms, and similar condoms sold by our competitors, contain the spermicide nonoxynol-9 (“N-9”). Some interested groups have issued reports that N-9 should not be used rectally or for multiple daily acts of vaginal intercourse. In late 2008, the FDA issued final labeling guidance for latex condoms but excluded N-9 lubricated condoms from the guidance. While we await further FDA guidance on N-9 lubricated condoms we believe that our present labeling for condoms with N-9 is compliant with the overall objectives of the FDA’s guidance, and that condoms with N-9 will remain a viable contraceptive choice for those couples who wish to use them. However, we cannot predict the nature of the labeling that ultimately will be required by the FDA. If the FDA or state governments eventually promulgate rules that prohibit or restrict the use of N-9 in condoms (such as new labeling requirements), we could incur costs from obsolete products, packaging orThe principal raw materials and sales of condoms could decline, which, in turn, could decrease our earnings.

Our operations, as well as the operations of our third party manufacturers and significant suppliers may be subject to disruption from a variety of causes, including work stoppages, financial difficulties, acts of war, terrorism, pandemics, fire, earthquake, flooding or other natural disasters. If a major disruption were to occur at our operations, it could result in harm to people or the natural environment, delays in shipments of products to customers or suspension of operations, any of which could have a material adverse effect on our business.

Similar consequences may result with regard to disruptionsincreases in the operations of our third party manufacturers or suppliers, some of which could have a material adverse effect upon our business.

Increases in the prices of raw materials, such as surfactants, which are cleaning agents, palm oil, paper products and bottles, or increases in the costs of energy, costs,shipping and other necessary services, could significantly affect ourthe Company’s profit margins. In particular, duringmargins if it is unable to pass along any higher costs in the past few years, we have experienced extraordinaryform of price increases for rawor otherwise achieve cost efficiencies, such as in manufacturing and packaging materials, diesel fuel and energy. Concerns aboutdistribution. Historically, the adequacy of oil supply, in the face of increasing demand, continued to affect pricing. We use surfactants and bottles in the manufacture and marketing of laundry and household cleaning products. We use paper products for packaging in many of our consumer and specialty chemical products. We use palm oil in certain of our animal nutrition products. We haveCompany has attempted to address thesesuch price increases through cost reduction programs and price increases of our ownits products, entering into pre-buying or locked-in pricing arrangements with certain suppliers and entering into hedge agreements for diesel fuel costs. If raw material price increases continue, we may notagreements. There is no assurance, however, that the Company will be able to fully offset them. Thisany price increases, especially given the competitive environment. In addition, volatility

in certain commodity markets could significantly affect the Company’s production cost and, therefore, harm ourits financial condition and operating results.

We useThe Company uses hedge agreements to mitigate the volatility of diesel fuel prices and related fuel surcharges.prices. The hedge agreements are designed to add stability to our product costs, enabling usthe Company to make pricing decisions and lessen the economic impact of abrupt changes in diesel fuel prices over the term of the contract. However, in periods of declining fuel prices, the hedge agreements can have the effect of increasing our expenditures for fuel.

locking the Company in at above-market prices.

The manufacturing, processing, formulation, packaging, labeling,Company’s future performance and growth depends on its ability to successfully develop and introduce new products and product line extensions. The Company cannot be certain that it will achieve its innovation goals. The successful development and introduction of new products involves substantial research, development, marketing and sale of ourpromotional expenditures, which the Company may be unable to recover if the new products are subjectdo not gain widespread market acceptance. New product development and marketing efforts, including efforts to regulation by federal agencies, includingenter markets or product categories in which the FDA, the Federal Trade Commission (“FTC”)Company has limited or no prior experience, have inherent risks. These risks include product development or launch delays, competitor actions, regulatory approval hurdles and the Consumer Product Safety Commission.failure of new products and line extensions to achieve anticipated levels of market acceptance. In addition, our operations are subject toif sales generated by new products result in a concomitant decline in sales of existing products, the oversight of the Environmental Protection Agency, the Occupational Safety and Health Administration and the National Labor Relations Board. Our activities are also regulated by various agencies of the states, localities and foreign countries in which our products are sold.

In particular, the FDA regulates the safety, manufacturing, labeling and distribution of condoms, home pregnancy and ovulation test kits, battery operated toothbrushes and over-the-counter pharmaceuticals. The FDA also exercises oversight over cosmetic products such as depilatories. In addition, under a memorandum of understanding between the FDA and the FTC, the FTC has jurisdiction with regard to the promotion and advertising of these products, and the FTC regulates the promotion and advertising of our other products as well. As part of its regulatory authority, the FDA may periodically conduct inspections of the physical facilities, machinery, processes and procedures that we use to manufacture regulated products and may observe compliance issues that would require us to make certain changes in our manufacturing facilities and processes. The failure of a facility to be in compliance may lead to regulatory action against the products made in that facility, including seizure, injunction or recall, as well as to possible action against the manufacturer. We may be required to make additional expenditures to address these issues or possibly stop selling certain products until the compliance issue has been remediated. As a result, our businessCompany’s financial performance could be adversely affected.harmed.  

For example, the FDA issued a warning letter to us, dated May 16, 2011 (“Warning Letter”), following an inspection of our Princeton, New Jersey headquarters. The Warning Letter stated that our medical device reporting (“MDR”) procedure does not properly identify all required reportable events. The Warning Letter also criticized our proposals for addressing inadequacies previously identified byCompany has been launching more new products into “white space” categories than it has historically. In 2014, the FDA as to our complaint handling process. In response, we proposed several corrective actions that were accepted byCompany expanded the FDA,OXICLEAN brand into three additional categories: premium laundry detergent, dishwashing detergent and are

engaged in further discussions with the FDA towards resolving the issue relating to our complaint handling process. In addition, partly in response to FDA’s stated concerns, we made product and labeling changes in 2011 and issued a December 2011 safety notice advising consumers about the proper use of SPINBRUSH toothbrushes to avoid injuries associated with improper use of the product.

On February 13, 2012, at the conclusion of an inspection of our Princeton facility, FDA issued a Notice of Inspectional Observations (also known as a “483 report”), containing several observations, including a repeat of an issue identified in a previous 483 report and in the Warning Letter, namely a failure to properly identify all required reportable events.bleach alternatives. In addition, the 483 report addressed inadequacies in proceduresCompany launched new products across almost all of its core businesses including a premium clumping cat litter called ARM & HAMMER CLUMP & SEAL, a new premium toothpaste called ARM & HAMMER TRULY RADIANT, a new vitamin line for the VITAFUSION brand, and processes relatednew condoms, vibrators and lubricants under the TROJAN brand. While most of these new products have received strong distribution acceptance from the Company’s retailers to correctivedate, and preventive actions, complaint handling, maintenance of a quality system record, and establishment of records of acceptable suppliers. We are preparing a response to the 483 report and intend to fully cooperate in resolving FDA’s regulatory concerns. On February 16, 2012, the FDA issued a safety communication warning consumers “of serious injuries and potential hazards associated with the use of SPINBRUSH.” We plan to cooperate with the FDA to address the matters raised in the safety communication warning.

Therewill be supported by increased marketing spending, there is no assurance that the FDACompany’s customers and consumers will continue to purchase these new products. If these new products are not take further enforcement actionsuccessful in connectiongaining market share, the Company’s financial results could suffer.

From time to time, the Company has discontinued certain products and product lines, which resulted in returns from customers, asset write-offs and shutdown costs. The Company may suffer similar adverse consequences in the future to the extent it discontinues products that do not meet expectations or no longer satisfy consumer demand.  

We distribute our products and receive raw materials and packaging components primarily by truck, rail and ship and through various ports of entry.  Reduced availability of trucking, rail or shipping capacity due to adverse weather conditions, allocation of assets to other industries or geographies or otherwise, work stoppages, strikes or shutdowns of ports of entry or such transportation sources, could cause us to incur unanticipated expenses and impair our ability to distribute our products or receive our raw materials or packaging components in a timely manner, which could disrupt our operations, strain our customer relationships and competitive position, and adversely affect our operating profits.

The Company’s financial success is directly dependent on the reputation and success of its brands, particularly the ARM & HAMMER, OXICLEAN, TROJAN, L’IL CRITTERS and VITAFUSION brands. The effectiveness of these brands could suffer if the Company’s marketing plans or product initiatives do not have the desired impact on a brand’s image or its ability to attract consumers. Further, the Company’s results could be adversely affected if one or more of its other leading brands suffers damage to its reputation due to real or perceived quality or safety issues.

Additionally, claims made in the Company’s marketing campaigns may become subject to litigation alleging false advertising, which, if successful, could cause the Company to alter its marketing plans and may materially and adversely affect sales or result in the imposition of significant damages against the Company, or other customer or consumer dissatisfaction, especially if such dissatisfaction were to be broadly disseminated, including through the use of social media.  

Widespread use of social media and networking sites by consumers has greatly increased the speed and accessibility of information dissemination.  Negative or inaccurate posting or comments about the Company in the media or on any social networking website, or the disclosure of non-public sensitive information through social media, could generate adverse publicity that

could damage the reputation of our brands.  In addition, given the association of our individual products with the foregoing matters, or that additional safety notices or recallsCompany, an issue with one of our SPINBRUSHproducts could negatively affect the reputation of our other products, or the Company as a whole, thereby potentially adversely impacting the Company’s financial results.  

From time to time, the Company is subject to product willliability claims. The Company may be required to pay for losses or injuries actually or purportedly caused by its products, including losses or injuries caused by raw materials or other components provided by third party suppliers that are included in the Company’s products. Claims could be based on allegations that, among other things, the Company’s products contain contaminants, are improperly labeled, or provide inadequate instructions regarding their use or inadequate warnings concerning interactions with other substances. Whether or not successful, product liability claims could result in negative publicity that could harm the Company’s sales and operating results and the reputation of its brands. In addition, if one of the Company’s products is found to be required. Either additional enforcement action,defective or additional safety noticesnon-compliant with applicable rules or recalls, if they wereregulations, it could be required to occur,withdraw or recall it, which could result in adverse publicity and significant expenses. Although the Company maintains product liability and product recall insurance coverage (that also covers product withdrawals), potential product liability claims and withdrawal and recall costs may exceed the amount of insurance coverage or may be excluded under the terms of the policy, which could have a material adverse effect on ourthe Company’s business, operating results and financial condition results of operations and cash flow..

Likewise, any future determination by the FDA or similar foreign agency that our products or quality systems do not comply with applicable regulations could result in future compliance activities, including product recalls, import detentions, injunctions preventing the shipment of products, or other enforcement actions (and associated adverse publicity) that could have a material adverse effect on our financial condition, results of operations and cash flow.

Our international operations, including the production of over-the-counter drug products, are subject to regulation in each of the foreign jurisdictions in which we manufacture or market goods. Changes in product standards or manufacturing requirements in any of these jurisdictions could require us to make certain modifications to our operations or product formulations, or to cease manufacturing certain products completely. The effect of the regulatory environment in foreign countries on our over-the-counter and medical devices may affect our ability to market and to make competitive claims for our products. As a result, our international business could be adversely affected.

Our international operations subject us to risks customarily associated with foreign operations, including:

In all foreign jurisdictions in which we operate, we are subject to laws and regulations that govern foreign investment, foreign trade and currency exchange transactions. These laws and regulations may limit our ability to repatriate cash as dividends or otherwise to the United States and may limit our ability to convert foreign currency cash flow into U.S. dollars. Outside the United States, sales and costs are denominated in a variety of currencies, including the Euro, British pound, Brazilian real, Canadian dollar, Mexican peso, Chinese yuan and Australian dollar. A weakening of the currencies in which sales are generated relative to the currencies in which costs are denominated would decrease operating profits and cash flow.

WeCompany must comply with various environmental laws and regulations in the jurisdictions in which we operate,it operates, including those relating to the handling and disposal of solid and hazardous wastes and the remediation of contamination associated with the use and disposal of hazardous substances. A release of such substances due to accident or an intentional act could result in substantial liability to governmental authorities or to third parties. We haveThe Company has incurred, and will continue to incur, capital and operating expenditures and other costs in complying with environmental laws and regulations and weregulations. The Company currently areis subject to environmental regulatory proceedings involving ourits Brazilian subsidiary, which has been fined the equivalent of approximately $3$1.9 million (at current exchange rates) in the proceedings.  OurThe Brazilian subsidiary is contesting the fine. In addition, the Company may be required to remove certain landfills in Brazil in connection with these proceedings, the cost of which is estimated to be in the range of $30 million to $50 million. It is possible that wethe Company could become subject to additional environmental liabilities in the future, particularly with respect to our operationits operations in Brazil, that could have a material adverse effect on ourits results of operations or financial condition.

condition.  

Product liability claimsThe manufacturing, processing, formulation (including stability), packaging, labeling, marketing, distribution and recalls could adversely affectsale of the Company’s sales and operating results and brand’s reputation.

Weproducts are from time to time, subject to product liability claims. Weregulation by federal agencies, including the FDA, the FTC, the EPA and the CPSC. In addition, the Company’s and its suppliers’ operations are subject to the oversight of the Occupational Safety and Health Administration and the National Labor Relations Board. The Company’s activities are also regulated by various agencies of the states, localities and foreign countries in which its products are sold.  

In particular, the FDA regulates the formulation, safety, manufacturing, packaging, labeling and distribution of condoms, home pregnancy and ovulation test kits, battery operated toothbrushes, over-the-counter pharmaceuticals and dietary supplements, including vitamins and minerals. The FDA also exercises oversight over cosmetic products such as depilatories. In addition, under a memorandum of understanding between the FDA and the FTC, the FTC has jurisdiction with regard to the promotion and advertising of these products, and the FTC regulates the promotion and advertising of the Company’s other products as well. As part of its regulatory authority, the FDA may periodically conduct inspections of the physical facilities, machinery, processes and procedures that the Company and its suppliers use to manufacture regulated products and may identify compliance issues that would require the Company and its suppliers to make certain changes in its manufacturing facilities and processes. The failure of a facility to be in compliance may lead to regulatory action against the products made in that facility, including seizure, injunction or recall, as well as to possible action against the owner of the facility/manufacturer. The Company may be required to pay for lossesmake additional expenditures to address these issues or injuries actually or purportedly caused by our products. Claimspossibly stop selling certain products until the compliance issue has been remediated. As a result, the Company’s business could be adversely affected.

Likewise, any future determination by the FDA or a similar foreign agency, or by the Company in reviewing its compliance with applicable rules and regulations, that the Company’s products or quality systems do not comply with applicable regulations could result in future compliance activities, including product withdrawals or recalls, import detentions, injunctions preventing the shipment of products, or other enforcement actions. For example, the FDA may determine that a particular claim that the Company uses to support the marketing of a product is not substantiated, may not accept the evidence of safety for a new product that the Company may

wish to market, may challenge the safety or effectiveness of existing products based on, allegations that, among other things, our products contain contaminants, providechanges in formulations, inadequate instructions regarding their use,stability or inadequate warnings concerning interactions“shelf-life,” consumer complaints, or improper labeling, and may determine that the Company’s dietary supplement business manufacturing, packaging, labeling and holding operations do not comply with cGMPs. Similarly, the Company may identify these or other substances. Product liability claims and recalls also could resultissues in negative publicity that could harm our sales and operating resultsinternal compliance reviews of its operations and the reputationoperations and products of our brands. In addition, if onevendors and acquired companies. These other issues may include the identification of our products is foundcontaminants or non-compliant levels of particular ingredients. Any of the foregoing could subject the Company to be defective, we could be required to recall it, which could result in adverse publicity, and significant expenses. Although we maintain product liability and product recall insurance coverage, potential product liability claims and recallforce it to incur unanticipated costs may exceed the amount of insurance coverage or may be excluded under the terms of the policy, which couldand have a material adverse effect on ourits business, operatingfinancial condition and results of operations.

In addition, the Commission has promulgated final rules mandated by the Dodd-Frank Wall Street Reform and financial condition.

We rely on trademark, trade secret, patentFrom time to time, Congress, the FDA, the FTC, the Commission or other federal, state, local or foreign legislative and copyrightregulatory authorities may impose additional laws or regulations that apply to protect our intellectual property rights. We cannot be surethe Company, repeal laws or regulations that these intellectual property rights will be effectively utilizedthe Company considers favorable, or if necessary, successfully asserted. Thereimpose more stringent interpretations of current laws or regulations. The Company is a risk that we will not be able to obtainpredict the nature of such future laws, regulations, repeals or interpretations or to predict the effect additional governmental regulation, when and perfect our own intellectual property rights, or, where appropriate, license from others intellectual property rights necessary to support new product introductions. We cannot be sure that these rights, if obtained, will not be invalidated, circumvented or challengedit occurs, would have on its business in the future. In addition, even if such rights are obtained in the United States, the lawsSuch developments could require reformulation of somecertain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, expanded adverse event reporting or other countries in which our products are or may be sold do not protect intellectual property rights tonew requirements. Any such developments could increase the same extent as the laws of the United States. Our failure to perfect or successfully assert intellectual property rights could make us less competitiveCompany’s costs significantly and could have a material adverse effect on ourits business, financial condition and results of operations.  

The Company’s international operations subject it to risks customarily associated with foreign operations, including:

These risks could have a significant impact on the Company’s ability to commercialize its products on a competitive basis in international markets and may have a material adverse effect on its results of operations or financial position.  In all foreign

jurisdictions in which the Company operates, it is subject to laws and regulations that govern foreign investment, foreign trade and currency exchange transactions.  

In addition, the Company is exposed to foreign currency exchange rate risk with respect to its sales, profits, assets and liabilities denominated in currencies other than the U.S. dollar. Outside of the U.S., sales and costs are denominated in a variety of currencies, including the Canadian Dollar, Euro, British Pound, Brazilian Real, Mexican Peso, Chinese Yuan and Australian Dollar. A weakening of the currencies in which sales are generated relative to the currencies in which costs are denominated would decrease operating profits and cash flow. The Company, from time to time, enters into forward exchange contracts to reduce the impact of foreign exchange rate fluctuations related to anticipated but not yet committed intercompany sales or purchases denominated in the U.S. Dollar, Canadian Dollar, British Pound and Euro.  

The Company seeks to acquire or invest in businesses that offer products, services or technologies that are complementary. The Company has made nine acquisitions in the past twelve years, including the following brands: SPINBRUSH battery-powered toothbrushes; OXICLEAN, KABOOM and ORANGE GLO cleaning products; ORAJEL oral analgesics; SIMPLY SALINE nasal moisturizers; FELINE PINE natural cat litter; BATISTE dry shampoo; L’IL CRITTERS and VITAFUSION dietary supplements; REPHRESH and REPLENS feminine care products; and, in January 2015, VI-COR, a manufacturer and seller of feed ingredients for dairy cows, beef cattle, poultry and other livestock.  

The Company may make additional acquisitions or substantial investments in complementary businesses or products in the future. However, the Company may not be able to identify and successfully negotiate suitable strategic acquisitions at attractive valuations, obtain financing for future acquisitions on satisfactory terms or otherwise complete future acquisitions. In addition, all acquisitions and investments entail various risks, including the difficulty of entering new markets or product categories, the challenges of integrating the operations and personnel of the acquired businesses or products, the potential disruption of the Company’s ongoing business and the ongoing business of the acquired company, the need to review and, if necessary, upgrade processes of the acquired company to conform to the Company’s own processes and applicable legal and regulatory requirements, and, generally, the Company’s potential inability to obtain the desired financial and strategic benefits from the acquisition or investment. Any of these risks may divert management and other resources, require the Company to incur unanticipated costs or delay the anticipated positive impact on the Company’s business and results of the acquisition. The risks associated with assimilation are increased to the extent the Company acquires businesses that have stand-alone operations that cannot easily be integrated or operations or sources of supply outside of the U.S. and Canada, for which products are manufactured locally by third parties. These factors could harm the Company’s financial condition and operating results.  

Acquired companies or operations or newly-created ventures may not be profitable or may not achieve sales levels and profitability that justify the investments made. In addition, future acquisitions or investments could result in substantial cash expenditures, the potentially dilutive issuances of new equity by the Company or the incurrence of additional debt or contingent liabilities, all of which could adversely affect the Company’s results of operations and financial condition.

Although the Company’s Board of Directors has authorized a share repurchase program and recently increased the amount of its quarterly cash dividends payable on its Common Stock, any determinations by the

Company to continue to repurchase its Common Stock or by the Board of Directors to continue to pay cash dividends on its Common Stock will be based primarily upon the Company’s financial condition, results of operations, business requirements, price of its Common Stock in the case of the repurchase program, and Board of Directors’ continuing determination that the repurchase program and the declaration of dividends under the dividend policy are in the best interests of the Company’s stockholders and are in compliance with all laws and agreements applicable to the repurchase and dividend programs.