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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “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 ~~August~~May 1, ~~2017,~~2018, there were ~~249,509,049~~244,702,059 shares of Common Stock outstanding.

Item		Page		Page
1.	Financial Statements	3	Financial Statements	3

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

3.	Quantitative and Qualitative Disclosures about Market Risk	27	Quantitative and Qualitative Disclosures about Market Risk	25

4.	Controls and Procedures	27	Controls and Procedures	25

1.	Legal Proceedings	28	Legal Proceedings	26

1A.	Risk Factors	28	Risk Factors	27

2.	Unregistered Sales of Equity Securities and Use of Proceeds	29	Unregistered Sales of Equity Securities and Use of Proceeds	28

6.	Exhibits	30	Exhibits	29

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,			June 30,			June 30,			June 30,			March 31,			March 31,
	2017			2016			2017			2016			2018			2017
Net Sales	$	898.0		$	877.4		$	1,775.2		$	1,726.4		$	1,006.0		$	877.2
Cost of sales		487.6			469.4			965.5			939.4			554.5			477.9
Gross Profit		410.4			408.0			809.7			787.0			451.5			399.3
Marketing expenses		130.9			120.2			221.7			212.7			99.9			90.8
Selling, general and administrative expenses		156.3			112.5			268.7			219.5			131.3			112.4
Income from Operations		123.2			175.3			319.3			354.8			220.3			196.1
Equity in earnings of affiliates		3.1			2.5			5.2			4.2			2.1			2.1
Investment earnings		0.3			0.4			0.7			0.7			0.5			0.4
Other income (expense), net		(0.5	)		(0.1	)		(0.7	)		(1.8	)		(2.1	)		(0.2	)
Interest expense		(9.3	)		(7.1	)		(17.5	)		(13.9	)		(20.1	)		(8.2	)
Income before Income Taxes		116.8			171.0			307.0			344.0			200.7			190.2
Income taxes		43.9			59.4			102.6			119.4			42.9			58.7
Net Income	$	72.9		$	111.6		$	204.4		$	224.6		$	157.8		$	131.5

Weighted average shares outstanding - Basic		249.8			257.0			252.0			258.0			244.9			254.1
Weighted average shares outstanding - Diluted		255.6			261.9			257.7			262.8			250.0			259.7
Net income per share - Basic	$	0.29		$	0.43		$	0.81		$	0.87		$	0.64		$	0.52
Net income per share - Diluted	$	0.29		$	0.43		$	0.79		$	0.85		$	0.63		$	0.51
Cash dividends per share	$	0.19		$	0.18		$	0.38		$	0.355		$	0.22		$	0.19

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,			June 30,			June 30,			June 30,			March 31,			March 31,
	2017			2016			2017			2016			2018			2017
Net Income	$	72.9		$	111.6		$	204.4		$	224.6		$	157.8		$	131.5
Other comprehensive income, net of tax:
Foreign exchange translation adjustments		6.7			(6.5	)		14.6			3.4			3.5			7.9
Defined benefit plan adjustments gain (loss)		11.9			0.0			11.9			0.0
Income (loss) from derivative agreements		(3.4	)		(0.8	)		(4.0	)		(7.5	)		(0.2	)		(0.6	)
Other comprehensive income (loss)		15.2			(7.3	)		22.5			(4.1	)		3.3			7.3
Comprehensive income	$	88.1		$	104.3		$	226.9		$	220.5		$	161.1			138.8

	June 30,			December 31,			March 31,			December 31,
	2017			2016			2018			2017
Assets
Current Assets
Cash and cash equivalents	$	237.6		$	187.8		$	119.8		$	278.9
Accounts receivable, less allowances of $1.9 and $2.1		303.8			287.0
Accounts receivable, less allowances of $2.5 and $2.9								361.1			345.9
Inventories		292.3			258.2			357.2			330.7
Other current assets		43.5			23.8			53.3			44.7
Total Current Assets		877.2			756.8			891.4			1,000.2

Property, Plant and Equipment, Net		573.2			588.6			600.6			607.7
Equity Investment in Affiliates		9.5			8.5			9.4			9.3
Trade Names and Other Intangibles, Net		1,561.8			1,431.8			2,331.1			2,320.5
Goodwill		1,534.7			1,444.1			1,991.5			1,958.9
Other Assets		110.6			124.3			118.9			118.2
Total Assets	$	4,667.0		$	4,354.1		$	5,942.9		$	6,014.8

Liabilities and Stockholders' Equity
Current Liabilities
Short-term borrowings	$	629.3		$	426.8		$	253.5		$	270.9
Current portion of long-term debt								299.2			0.0
Accounts payable and accrued expenses		581.6			568.9			635.3			659.1
Income taxes payable		0.8			6.2			42.7			5.0
Total Current Liabilities		1,211.7			1,001.9			1,230.7			935.0

Long-term Debt		894.1			693.4			1,802.1			2,103.4
Deferred Income Taxes		524.7			512.2			565.4			561.2
Deferred and Other Long-term Liabilities		188.2			168.7			201.4			197.2
Total Liabilities		2,818.7			2,376.2			3,799.6			3,796.8

Commitments and Contingencies
Stockholders' Equity
Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued		0.0			0.0			0.0			0.0
Common Stock, $1.00 par value, Authorized 600,000,000 shares and 292,855,100 shares issued as of June 30, 2017		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, 2018								292.8			292.8
Additional paid-in capital		258.1			251.4			260.4			264.6
Retained earnings		3,034.7			2,926.0			3,582.1			3,479.0
Accumulated other comprehensive loss		(41.3	)		(63.8	)		(33.7	)		(36.4	)
Common stock in treasury, at cost: 43,571,217 shares in 2017 and 38,892,165 shares in 2016		(1,696.0	)		(1,428.5	)
Common stock in treasury, at cost: 48,365,737 shares in 2018 and 45,225,202 shares in 2017								(1,958.3	)		(1,782.0	)
Total Stockholders' Equity		1,848.3			1,977.9			2,143.3			2,218.0
Total Liabilities and Stockholders’ Equity	$	4,667.0		$	4,354.1
Total Liabilities and Stockholders' Equity							$	5,942.9		$	6,014.8

	Six Months Ended						Three Months Ended
	June 30,			June 30,			March 31,			March 31,
	2017			2016			2018			2017
Cash Flow From Operating Activities
Net Income	$	204.4		$	224.6		$	157.8		$	131.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		29.7			30.7			16.4			14.8
Amortization expense		29.5			23.7			19.3			14.5
Deferred income taxes		11.3			14.2			(2.5	)		9.4
Equity in net earnings of affiliates		(5.2	)		(4.2	)		(2.1	)		(2.1	)
Distributions from unconsolidated affiliates		4.3			3.4			2.1			2.5
Non-cash compensation expense		12.3			12.3			3.1			2.0
Non-cash pension settlement charge		31.7			0.0
Other		(0.4	)		1.2			(1.0	)		0.5
Change in assets and liabilities:
Accounts receivable		(6.8	)		0.3			(11.3	)		(11.2	)
Inventories		(30.1	)		(9.3	)		(23.5	)		(21.3	)
Other current assets		(10.4	)		(1.9	)		(4.7	)		(3.5	)
Accounts payable and accrued expenses		(14.2	)		20.1			(32.6	)		(47.9	)
Income taxes payable		(10.7	)		0.2			34.5			39.3
Excess tax benefit on stock options exercised		0.0			(18.2	)
Other operating assets and liabilities, net		3.9			(0.6	)		0.0			3.0
Net Cash Provided By Operating Activities		249.3			296.5			155.5			131.5
Cash Flow From Investing Activities
Additions to property, plant and equipment		(10.4	)		(17.8	)		(9.9	)		(2.8	)
Acquisitions		(235.3	)		(175.5	)		(49.9	)		(160.3	)
Other		3.4			(0.3	)		(0.2	)		3.8
Net Cash Used In Investing Activities		(242.3	)		(193.6	)		(60.0	)		(159.3	)
Cash Flow From Financing Activities
Long-term debt borrowings		200.0			0.0
Short-term debt borrowings (repayments)		202.6			23.8
Short-term debt (repayments) borrowings								(17.4	)		158.8
Proceeds from stock options exercised		27.3			29.4			16.4			22.7
Excess tax benefit on stock options exercised		0.0			18.2
Payment of cash dividends		(95.7	)		(91.7	)		(53.0	)		(48.4	)
Purchase of treasury stock		(300.0	)		(200.0	)		(200.0	)		(157.1	)
Other		(1.0	)		(5.3	)
Net Cash Provided By (Used In) Financing Activities		33.2			(225.6	)
Deferred financing and other								(1.6	)		(0.4	)
Net Cash Used In Financing Activities								(255.6	)		(24.4	)
Effect of exchange rate changes on cash and cash equivalents		9.6			3.5			1.0			3.9
Net Change In Cash and Cash Equivalents		49.8			(119.2	)		(159.1	)		(48.3	)
Cash and Cash Equivalents at Beginning of Period		187.8			330.0			278.9			187.8
Cash and Cash Equivalents at End of Period	$	237.6		$	210.8		$	119.8		$	139.5

	Six Months Ended				Three Months Ended
	June 30,		June 30,		March 31,		March 31,
	2017		2016		2018		2017
Cash paid during the year for:
Cash paid during the period for:
Interest (net of amounts capitalized)	$	16.8	$	13.0	$	23.9	$	4.0
Income taxes	$	102.0	$	104.8	$	11.0	$	9.9
Supplemental disclosure of non-cash investing activities:
Property, plant and equipment expenditures included in Accounts Payable	$	5.3	$	4.5	$	6.3	$	5.4

For the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~

	Number of Shares					Amounts																Number of Shares					Amounts
	Common Stock		Treasury Stock			Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders' Equity
December 31, 2015		292.8		(32.8	)	$	292.8	$	230.0	$	2,650.0		$	(45.9	)	$	(1,103.7	)	$	2,023.2
Net income		0.0		0.0			0.0		0.0		224.6			0.0			0.0			224.6
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			(4.1	)		0.0			(4.1	)
Cash dividends		0.0		0.0			0.0		0.0	��	(91.7	)		0.0			0.0			(91.7	)
Stock purchases		0.0		(4.4	)		0.0		0.0		0.0			0.0			(200.0	)		(200.0	)
Stock based compensation expense and stock option plan transactions, including related income tax benefits of $18.2		0.0		1.6			0.0		13.4		0.0			0.0			46.5			59.9
June 30, 2016		292.8		(35.6	)	$	292.8	$	243.4	$	2,782.9		$	(50.0	)	$	(1,257.2	)	$	2,011.9
																						Common Stock		Treasury Stock			Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders' Equity
December 31, 2016		292.8		(38.9	)	$	292.8	$	251.4	$	2,926.0		$	(63.8	)	$	(1,428.5	)	$	1,977.9			292.8		(38.9	)	$	292.8	$	251.4		$	2,926.0		$	(63.8	)	$	(1,428.5	)	$	1,977.9
Net income		0.0		0.0			0.0		0.0		204.4			0.0			0.0			204.4			0.0		0.0			0.0		0.0			131.5			0.0			0.0			131.5
Other comprehensive income (loss)		0.0		0.0			0.0		0.0		0.0			22.5			0.0			22.5			0.0		0.0			0.0		0.0			0.0			7.3			0.0			7.3
Cash dividends		0.0		0.0			0.0		0.0		(95.7	)		0.0			0.0			(95.7	)		0.0		0.0			0.0		0.0			(48.4	)		0.0			0.0			(48.4	)
Stock purchases		0.0		(6.0	)		0.0		0.0		0.0			0.0			(300.0	)		(300.0	)		0.0		(3.1	)		0.0		0.0			0.0			0.0			(157.1	)		(157.1	)
Stock based compensation expense and stock option plan transactions		0.0		1.3			0.0		6.7		0.0			0.0			32.5			39.2			0.0		1.0			0.0		(2.0	)		0.0			0.0			26.5			24.5
June 30, 2017		292.8		(43.6	)	$	292.8	$	258.1	$	3,034.7		$	(41.3	)	$	(1,696.0	)	$	1,848.3
March 31, 2017																							292.8		(41.0	)	$	292.8	$	249.4		$	3,009.1		$	(56.5	)	$	(1,559.1	)	$	1,935.7

December 31, 2017																							292.8		(45.2	)	$	292.8	$	264.6		$	3,479.0		$	(36.4	)	$	(1,782.0	)	$	2,218.0
Adoption of new accounting pronouncements (Note 2)																							0.0		0.0			0.0		0.0			(1.7	)		(0.6	)		0.0			(2.3	)
Net income																							0.0		0.0			0.0		0.0			157.8			0.0			0.0			157.8
Other comprehensive income (loss)																							0.0		0.0			0.0		0.0			0.0			3.3			0.0			3.3
Cash dividends																							0.0		0.0			0.0		0.0			(53.0	)		0.0			0.0			(53.0	)
Stock purchases																							0.0		(4.1	)		0.0		0.0			0.0			0.0			(200.0	)		(200.0	)
Stock based compensation expense and stock option plan transactions																							0.0		0.9			0.0		(4.2	)		0.0			0.0			23.7			19.5
March 31, 2018																							292.8		(48.4	)	$	292.8	$	260.4		$	3,582.1		$	(33.7	)	$	(1,958.3	)	$	2,143.3

The condensed consolidated balance sheets as of ~~June 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, the condensed consolidated statements of income and comprehensive income, ~~for the three and six months ended June 30, 2017 and June 30, 2016, and the condensed consolidated statements of~~ cash flow and stockholders’ equity for the ~~six~~three months ended ~~June 30,~~March 31, 2018 and March 31, 2017 ~~and June 30, 2016~~ have been prepared by Church & Dwight Co., Inc. (the “Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at ~~June 30, 2017~~March 31, 2018 and results of operations and cash flows for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 (the “Form 10-K”). The results of operations for the period ended ~~June 30, 2017~~March 31, 2018 are not necessarily indicative of the operating results for the full year.

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

In March 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that makes modifications to how companies account for certain aspects of share-based payment awards to employees, including accounting for income taxes, forfeitures, and statutory withholding requirements, as well as the classification of excess tax benefits in the statement of cash flows. The Company prospectively adopted the standard in the first quarter of 2017. The adoption resulted in excess tax benefits of $11.1 or $0.04 per share recorded in the provision for income taxes rather than in the Company’s Stockholders’ Equity Section of the Balance Sheet and an increase to both net cash provided by operating activities and net cash used in financing activities of $11.1 million for the six months ended June 30, 2017. The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share, which did not have a material impact on our diluted earnings per share for the three and six months ended June 30, 2017. The Company has also elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period.

~~The Company incurred research and development expenses in the second quarter of 2017 and 2016 of $16.0 and $16.1, respectively.~~ The Company incurred research and development expenses in the first ~~six months~~quarter of 2018 and 2017 of $19.5 and ~~2016 of $30.1 and $30.5,~~$14.1, respectively. These expenses are included in selling, general and administrative expenses.

In ~~March 2017,~~February 2018, the FASB issued new accounting guidance ~~that requires employers~~which allows a reclassification from accumulated other comprehensive income to ~~report the service cost component separate~~retained earnings for stranded tax effects resulting from the ~~other components of net benefit pension~~Tax Cuts and postretirement costs. The employer is required to report the service cost component in the same line item or items as other compensation costs arising from services rendered during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost componentJobs Act (the “Tax Act”) and ~~outside the subtotal of income from operations. Only the service cost component is eligible for capitalization.~~requires certain disclosures regarding stranded tax effects. The guidance is effective for ~~annual and interim periods~~fiscal years beginning after December 15, ~~2017,~~2018, and ~~requires retrospective adoption,~~interim periods within those fiscal years, with early adoption permitted. The ~~guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.~~Company adopted this change by adjusting certain December 31, 2017 stockholders’ equity accounts (see below).

In ~~March, April, and May of~~ 2016, the FASB issued ~~amended~~ guidance that clarifies the principles for recognizing revenue. The amendments clarify the guidance for identifying performance obligations, licensing arrangements and principal versus agent considerations. The amendments additionally provide clarification on how to assess collectability, present sales tax, treat noncash consideration, and account for completed and modified contracts at the time of transition. The new standard was adopted by the Company using the modified retrospective approach in the first quarter of 2018. See Note 3 for the Company’s revenue recognition accounting policy.

The effects of the recently adopted accounting pronouncements to the Company’s condensed consolidated balance sheet as of January 1, 2018 is as follows:

The adoption had no impact on the Company’s results of operations or cash flow.

In August 2017, the FASB issued new accounting guidance, which is intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. These amendments also make targeted improvements to simplify the application of the hedge accounting. The guidance is effective for annual ~~periods, including~~and interim ~~reporting periods within those~~ periods beginning after December 15, ~~2017, and allows companies to apply the requirements retrospectively, either to all prior periods presented or through a cumulative adjustment in the year of adoption.~~2018, with early adoption permitted. The Company is currently evaluating

~~new standard~~the impact that adoption of the guidance will ~~be effective for the Company at the beginning of its first quarter of fiscal year 2018. The guidance is not expected to~~ have ~~a material impact~~ on the Company’s consolidated financial position, results of operations orand cash flows.

In February 2016, the FASB issued new lease accounting guidance, requiring lessees to recognize right-of-use lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases, with a term greater than a year. The new guidance also expands the required quantitative and qualitative disclosures surrounding leases. The guidance is effective for annual and interim periods beginning after December 15, 2018, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact that adoption of the guidance, which will ~~have on~~consist primarily of a balance sheet gross up of the Company’s ~~consolidated financial position, results of operations~~operating leases to show equal and ~~cash flows.~~offsetting lease assets and lease liabilities.

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.

Revenue is recognized when control of a promised good is transferred to a customer in an amount that reflects the consideration that the Company expects to be entitled to in exchange for that good. This usually occurs when finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier.

Adoption of the new pronouncement did not have a significant impact on the Company’s condensed consolidated financial statements. However, the adoption required the Company to recognize certain costs earlier, primarily due to the timing of coupon expense recognition. Refer to the table above in Note 2 for a presentation of the impacts of adoption of the guidance on the Company’s January 1, 2018 balance sheet.

The Company primarily ships finished goods to its customers and operates in three segments: Consumer Domestic, Consumer International and Specialty Products Division (“SPD”). The segments are based on differences in the nature of products and organizational and ownership structures. The Consumer Domestic and Consumer International segments market a variety of personal care and household products and over-the-counter products, including but not limited to baking soda, cat litter, laundry detergent, condoms, stain removers, hair removal, gummy dietary supplements, dry shampoo, water flossers and showerheads. The SPD segment focuses on sales to businesses and participates in three product areas: Animal Productivity, Specialty Chemicals and Specialty Cleaners. The Company’s products are distinct and separately identifiable on customer contracts or invoices, with each product sale representing a separate performance obligation.

The Company sells consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar, pet and other specialty stores and websites and other e-commerce channels, all of which sell our products to consumers. The Company sells its specialty products to industrial customers, livestock producers and through distributors.

For performance obligations related to the shipping and invoicing of products, control transfers at the point in time upon which finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier. Once a product has been delivered or picked up by the customer, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to have transferred upon delivery or customer receipt because the Company has an enforceable right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset.

The Company conducts extensive promotional activities, primarily through the use of off-list discounts, slotting, coupons, cooperative advertising, periodic price reduction arrangements, and end-aisle and other in-store displays. The costs of such activities are netted against sales and are recorded when the related sale takes place. The reserves for sales returns and consumer and trade promotion liabilities are established based on the Company’s best estimate of the amounts necessary to settle future and existing obligations for products sold as of the balance sheet date. The Company uses historical trend experience and coupon redemption

inputs in arriving at coupon reserve requirements, and uses forecasted appropriations, customer and sales organization inputs, and historical trend analysis in determining the reserves for other promotional activities and sales returns.

The Company expenses incremental direct costs of obtaining a contract (broker commissions) when the related sale takes place. These costs are recorded in Selling, General and Administrative expenses in the accompanying condensed consolidated statements of income.

The Company accounts for shipping and handling costs as fulfillment activities and are therefore recognized upon shipment of the goods.

The Company has applied the portfolio approach to all open contracts as they have similar characteristics and can reasonably expect that the effects on the financial statements of applying this new guidance to the portfolio of contracts would not differ materially from applying this guidance to the individual contracts within the portfolio.

The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Act. The Tax Act significantly changed the U.S. corporate income tax regime by, among other things, lowering U.S. corporate income tax rates to 21%. However, the Tax Act eliminated the domestic manufacturing deduction and moves toward a territorial system, which also eliminated the ability to credit certain foreign taxes that existed prior to enactment of the Tax Act. As part of the transition to the new territorial tax system, the Tax Act imposed a one-time repatriation tax on a deemed repatriation of historical earnings of foreign subsidiaries. In 2018, the Company intends to repatriate approximately $150.0 of its non-U.S. earnings and pay the associated repatriation tax. During the first quarter of 2018 the Company repatriated $128.0. In addition, the reduction of the U.S. corporate tax rate caused the Company to adjust its U.S. deferred tax assets and liabilities to the lower federal base rate of 21%. These provisional impacts resulted in a net credit of approximately $273.0 for the quarter and year ended December 31, 2017. The credit was primarily due to the adjustment to the U.S. deferred tax assets and liabilities.

The changes included in the Tax Act are broad and complex. While the provisional net credit was not adjusted in the first quarter of 2018, the final provisional impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the provisional impacts. The U.S. Securities and Exchange Commission has issued guidance that allows for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. The Company currently anticipates finalizing and recording any resulting adjustments by the end of the measurement period.

	June 30,		December 31,		March 31,		December 31,
	2017		2016		2018		2017
Raw materials and supplies	$	74.9	$	69.8	$	88.6	$	85.6
Work in process		32.9		28.8		34.9		30.8
Finished goods		184.5		159.6		233.7		214.3
Total	$	292.3	$	258.2	$	357.2	$	330.7

	June 30,		December 31,		March 31,		December 31,
	2017		2016		2018		2017
Land	$	25.1	$	25.1	$	27.9	$	27.9
Buildings and improvements		290.1		284.7		301.9		300.3
Machinery and equipment		693.0		680.1		706.0		699.3
Software		91.0		90.4		96.1		95.8
Office equipment and other assets		63.3		60.8		67.2		66.7
Construction in progress		18.2		24.2		37.0		36.4
Gross PP&E		1,180.7		1,165.3		1,236.1		1,226.4
Less accumulated depreciation and amortization		607.5		576.7		635.5		618.7
Net PP&E	$	573.2	$	588.6	$	600.6	$	607.7

Basic EPS is calculated based on income available to holders of the Company’s common stock (“Common ~~Stock~~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:

	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,		June 30,		June 30,		June 30,		March 31,		March 31,
	2017		2016		2017		2016		2018		2017
Weighted average common shares outstanding - basic		249.8		257.0		252.0		258.0		244.9		254.1
Dilutive effect of stock options		5.8		4.9		5.7		4.8		5.1		5.6
Weighted average common shares outstanding - diluted		255.6		261.9		257.7		262.8		250.0		259.7
Antidilutive stock options outstanding		2.5		1.3		3.1		2.1		3.1		1.3

Weighted

Average

Weighted

Remaining

Average

Contractual

Aggregate

Exercise

Term

Intrinsic

Options

Price

(in Years)

Value

Outstanding at December 31, 2016

16.0

$
30.06

Granted

1.8

53.57

Exercised

(1.3
)

21.64

Cancelled

(0.1
)

42.59

Outstanding at June 30, 2017

16.4

$
33.17

6.1

$
310.2

Exercisable at June 30, 2017

10.5

$
25.35

4.6

$
278.1

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Options			Price		Term		Value
Outstanding at December 31, 2017		16.1		$	33.11
Exercised		(0.9	)		17.73
Cancelled		(0.1	)		48.20
Outstanding at March 31, 2018		15.1		$	33.99		5.4	$	253.8
Exercisable at March 31, 2018		9.0		$	26.13		3.9	$	219.1

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

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

On November ~~2, 2016,~~1, 2017, the Company’s Board of Directors (the “Board”) authorized a new share repurchase program, under which the Company may repurchase up to $500.0 ~~million~~ in shares of Common Stock (the ~~“2016~~“2017 Share Repurchase Program”). The ~~2016~~2017 Share Repurchase Program does not have an expiration and replaced the ~~2015~~2016 Share Repurchase Program. The Company also continued its evergreen share repurchase program, authorized by the Board on January 29, 2014, under which the Company may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under the Company’s incentive plans.

In ~~the six months ended June 30,~~December of 2017, the Company entered into an accelerated share repurchase (“ASR”) contract with a commercial bank to purchase $200.0 of the Common Stock. In the first quarter of 2018, the Company settled the ASR contract and purchased approximately ~~6.0~~4.1 million shares of Common Stock for ~~$300.0,~~$200.0, of which approximately ~~$125.0~~$110.0 was purchased under the evergreen share repurchase program and ~~$175.0~~$90.0 was purchased under the ~~2016~~2017 Share Repurchase Program. As a result of the Company’s purchases, there remained ~~$125.0~~$310.0 of share repurchase availability under the ~~2016~~2017 Share Repurchase Program as of ~~June 30, 2017.~~ March 31, 2018. See Part II - Item 2 for further details.

Accounting guidance on fair value measurements and disclosures establishes a hierarchy that prioritizes the inputs used to measure fair value (generally, assumptions that market participants would use in pricing an asset or liability) based on the quality and reliability of the information provided by the inputs, as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

The following table presents the carrying amounts and estimated fair values of the Company’s other financial instruments at ~~June 30, 2017~~March 31, 2018 and December 31, ~~2016:~~2017:

		June 30, 2017				December 31, 2016					March 31, 2018						December 31, 2017
	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	$	104.1	$	104.1	$	72.4	$	72.4	Level 1	$	43.9		$	43.9		$	95.8		$	95.8
Financial Liabilities:
Short-term borrowings	Level 2		629.3		629.3		426.8		426.8	Level 2		253.5			253.5			270.9			270.9
Floating Rate Senior notes due January 25, 2019										Level 2		300.0			299.9			300.0			299.9
2.45% Senior notes due December 15, 2019										Level 2		299.9			298.5			299.9			300.9
2.45% Senior notes due August 1, 2022										Level 2		299.7			290.3			299.7			296.1
2.875% Senior notes due October 1, 2022	Level 2		399.8		404.0		399.8		396.9	Level 2		399.8			394.9			399.8			400.2
2.45% Senior notes due December 15, 2019	Level 2		299.9		303.1		299.9		302.0
Variable term loan due September 27, 2018	Level 2		200.0		200.0		0.0		0.0
3.15% Senior notes due August 1, 2027										Level 2		424.6			400.9			424.6			417.8
3.95% Senior notes due August 1, 2047										Level 2		397.1			373.8			397.1			397.4
Contingent consideration	Level 3		17.8		17.8		0.0		0.0	Level 3		30.5			30.5			23.2			23.2
Fair value adjustment asset (liability) related to hedged fixed rate debt instrument	Level 2		0.0		0.0		0.2		0.2	Level 2		(4.1	)		(4.1	)		(2.2	)		(2.2	)

The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the ~~six~~three months ended ~~June 30, 2017.~~March 31, 2018.

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

The carrying amounts of accounts receivable, and accounts payable and accrued expenses, approximated estimated fair values as of ~~June 30, 2017~~March 31, 2018 and December 31, ~~2016.~~2017.

Changes in interest rates, foreign exchange rates, the price of ~~Common Stock~~common stock and commodity prices expose the Company to market risk. The Company manages these risks through the use of derivative instruments, such as cash flow and fair value hedges, diesel 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, ~~2016.~~2017.

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:

	Notional		Notional		Notional		Notional
	Amount		Amount		Amount		Amount
	June 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Derivatives designated as hedging instruments
Foreign exchange contracts	$	111.3	$	94.1	$	84.4	$	91.6
Interest rate swap	$	300.0	$	300.0	$	300.0	$	300.0
Interest rate lock agreements⁽¹⁾	$	400.0	$	0.0
Diesel fuel contracts	5.5 gallons		2.0 gallons		2.3 gallons		3.0 gallons
Commodities contracts					89.7 pounds		28.3 pounds
Derivatives not designated as hedging instruments
Foreign exchange contracts	$	0.0	$	1.8
Equity derivatives	$	23.2	$	34.4	$	22.3	$	22.2

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

On ~~May 1, 2017,~~March 8, 2018, the Company ~~acquired Agro BioSciences,~~purchased Passport Food Safety Solutions, Inc. ~~(the “Agro Acquisition”~~(“Passport”)~~, an innovator and leader in developing custom probiotic~~. Passport sells products for pre and post-harvest treatment in the poultry, ~~cattle~~swine, and ~~swine.~~beef production markets (the “Passport Acquisition”). The total purchase price was approximately ~~$75.0,~~$50.0, which is subject to ~~a working capital adjustment, and~~ an additional payment of up to $25.0 ~~after 3 years~~ based on sales ~~performance. Agro BioSciences, Inc.’s~~performance through 2020 and a working capital adjustment. Passport’s annual sales were approximately ~~$11.0~~$21.0 in ~~2016.~~2017. The acquisition was funded with short-term borrowings and iswill be managed in the ~~Specialty Products Division (“SPD”)~~SPD segment.

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

	Agro			Passport
	Acquisition Date			Acquisition Date
	Preliminary			Preliminary
	Fair Value			Fair Value
Inventory and other assets	$	2.4

Inventory and other working capital				$	3.3
Long-term assets					1.0
Trade names and other intangibles		37.0			28.5
Goodwill		53.4			32.6
Current liabilities					(1.1	)
Long-term liabilities		(17.8	)		(7.1	)
Contingent consideration					(7.3	)
Cash purchase price (net of cash acquired)	$	75.0		$	49.9

The life of the amortizable intangible assets recognized from the ~~Agro~~Passport Acquisition ranges from5 10 - 15 years. The goodwill is a result of expected synergies from combined operations of the acquisition and the Company. Pro forma results are not presented because the impact ~~of the acquisition~~ is not material to the Company’s consolidated financial results.

On ~~January 17,~~August 7, 2017, the Company acquired ~~the VIVISCAL business~~Pik Holdings, Inc. (“~~VIVISCAL”~~Waterpik”) ~~from Lifes2Good Holdings Limited for $160.3~~, a water-jet technology company that designs and sells both oral water flossers and replacement shower heads (the ~~“Viviscal~~“Waterpik Acquisition”). ~~VIVISCAL is a leading hair care supplement brand both in the U.S. and the U.K. with global~~The total purchase price was $1,024.6 (net of cash acquired). Waterpik’s annual sales were approximately $265.0 for the trailing twelve months through June 30, 2017. The Company financed the Waterpik Acquisition with proceeds from its underwritten public offering of ~~$44.0 in 2016. The VIVISCAL brand is complementary~~$1,425.0 aggregate principal amount of Senior Notes completed on July 25, 2017. Subsequent to the ~~Company’s global BATISTE dry shampoo and TOPPIK hair care business. The Viviscal~~Waterpik Acquisition, ~~was funded with short-term borrowings and~~Waterpik is managed inby the Consumer Domestic and Consumer International segments.

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

	Viviscal			Waterpik
	Acquisition Date			Acquisition Date
	Preliminary			Preliminary
	Fair Value			Fair Value
Inventory and other working capital	$	10.3
Trade names and other intangibles		119.6
Current assets				$	95.4
Property, plant and equipment					28.4
Trade name (indefinite lived)					644.7
Other intangible assets					146.1
Goodwill		36.9			424.3
Current liabilities		(6.5	)		(31.8	)
Long-term liabilities					(282.5	)
Cash purchase price (net of cash acquired)	$	160.3		$	1,024.6

The life of the amortizable intangible assets recognized from the ~~Viviscal~~Waterpik Acquisition ~~ranges from~~will be amortized over 15 ~~- 20~~ years. The goodwill is a result of expected synergies from combined operations of the acquisition and the Company. ~~Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results.~~

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

The following unaudited pro forma information is based on the Company’s historical data and assumptions for condensed consolidated results of operations, and gives effect to the Waterpik Acquisition as if the acquisition occurred on January 1, 2017. These unaudited pro forma results include adjustments having a continuing impact on the Company’s condensed consolidated statements of income. These adjustments primarily consist of adjustments to depreciation for the fair value and depreciable lives of property and equipment, amortization of intangible assets, stock compensation expense, interest expense and adjustments to tax expense based on condensed consolidated pro forma results. These results have been prepared using assumptions the Company’s

management believes are reasonable, are not necessarily indicative of the actual results that would have occurred if the acquisition had occurred on January 1, 2017, and are not necessarily indicative of the results that may be achieved in the future, including, but not limited to, the realization of operating synergies that the Company may realize as a result of the acquisition.

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

	June 30, 2017								December 31, 2016							March 31, 2018							December 31, 2017
	Gross							Amortization	Gross							Gross							Gross
	Carrying		Accumulated					Period	Carrying		Accumulated					Carrying		Accumulated					Carrying		Accumulated
	Amount		Amortization			Net		(Years)	Amount		Amortization			Net		Amount		Amortization			Net		Amount		Amortization			Net
Amortizable intangible assets:
Trade Names	$	553.9	$	(130.3	)	$	423.6	3-20	$	442.6	$	(115.0	)	$	327.6	$	579.9	$	(153.3	)	$	426.6	$	576.7	$	(145.2	)	$	431.5
Customer Relationships		412.2		(176.1	)		236.1	15-20		384.4		(164.2	)		220.2		506.3		(197.7	)		308.6		480.5		(190.2	)		290.3
Patents/Formulas		87.6		(47.3	)		40.3	4-20		68.7		(45.4	)		23.3		165.4		(54.3	)		111.1		165.4		(51.7	)		113.7
Non Compete Agreement		1.8		(1.6	)		0.2	5-10		1.8		(1.6	)		0.2
Non-Compete Agreement																	0.4		(0.3	)		0.1		0.4		(0.2	)		0.2
Total	$	1,055.5	$	(355.3	)	$	700.2		$	897.5	$	(326.2	)	$	571.3	$	1,252.0	$	(405.6	)	$	846.4	$	1,223.0	$	(387.3	)	$	835.7

~~Intangible amortization expense was $14.4 and $11.1 for the second quarter of 2017 and 2016, respectively.~~ Intangible amortization expense amounted to ~~$28.3~~$18.0 and ~~$22.4~~$13.9 for the first ~~six~~three months of ~~2017~~2018 and ~~2016,~~2017, respectively. The Company estimates that intangible amortization expense related to amortizable intangible assets held as of ~~June 30, 2017~~March 31, 2018 will be approximately ~~$58.0~~$71.0 in ~~2017, reducing to $52.0 annually~~2018 and declining over the next five ~~years.~~years from approximately $70.0 to $60.0 annually.

~~VIVISCAL~~The goodwill and ~~AGRO acquired goodwill is~~other intangible assets associated with the Passport Acquisition are not deductible for U.S. tax purposes. ~~In connection with~~ its annual goodwill impairment test, performed in the beginning of the second quarter of 2017, the Company determined that the estimated fair value substantially exceeded the carrying values of all reporting units.

	June 30,		December 31,		March 31,		December 31,
	2017		2016		2018		2017
Trade accounts payable	$	375.0	$	331.6	$	405.2	$	398.9
Accrued marketing and promotion costs		100.7		82.0		114.8		108.4
Accrued wages and related benefit costs		38.8		73.2		34.6		61.8
Other accrued current liabilities		67.1		82.1		80.7		90.0
Total	$	581.6	$	568.9	$	635.3	$	659.1

	June 30,			December 31,			March 31,			December 31,
	2017			2016			2018			2017
Short-term borrowings
Commercial paper issuances	$	627.2		$	420.0		$	251.4		$	268.7
Various debt due to international banks		2.1			6.8			2.1			2.2
Total short-term borrowings	$	629.3		$	426.8		$	253.5		$	270.9

Long-term debt
Floating Rate Senior notes due January 25, 2019							$	300.0		$	300.0
2.45% Senior notes due December 15, 2019								300.0			300.0
Less: Discount								(0.1	)		(0.1	)
2.45% Senior notes due August 1, 2022								300.0			300.0
Less: Discount								(0.3	)		(0.3	)
2.875% Senior notes due October 1, 2022	$	400.0		$	400.0			400.0			400.0
Less: Discount		(0.2	)		(0.2	)		(0.2	)		(0.2	)
2.45% Senior notes due December 15, 2019		300.0			300.0
3.15% Senior notes due August 1, 2027								425.0			425.0
Less: Discount		(0.1	)		(0.1	)		(0.4	)		(0.4	)
Variable term loan due September 27, 2018		200.0			0.0
3.95% Senior notes due August 1, 2047								400.0			400.0
Less: Discount								(2.9	)		(2.9	)
Debt issuance costs, net		(5.6	)		(6.5	)		(15.7	)		(15.5	)
Fair value adjustment asset (liability) related to hedged fixed rate debt instrument		0.0			0.2			(4.1	)		(2.2	)
Total long-term debt								2,101.3			2,103.4
Less: current maturities								(299.2	)		0.0
Net long-term debt	$	894.1		$	693.4		$	1,802.1		$	2,103.4

On ~~April 3, 2017,~~March 29, 2018, the Company replaced its former $1,000.0 unsecured revolving credit facility that was scheduled to terminate on December 4, 2020 with a new $1,000.0 unsecured revolving credit facility (the “Credit Agreement”). Under the Credit Agreement, the Company has the ability to increase its borrowing up to an additional $600.0, subject to lender commitments and certain conditions as described in the Credit Agreement. Borrowings under the Credit Agreement are available for general corporate purposes and are used to support the Company’s ~~$200.0 variable term loan facility~~$1,000.0 commercial paper program. Unless extended, the Credit Agreement will terminate and all amounts outstanding thereunder will be due ~~September 27, 2018 was drawn upon in full to improve liquidity~~ and ~~to pay a portion of the outstanding commercial paper. This $200.0 variable term loan was repaid with a portion of the proceeds from the Company’s underwritten public offering totaling $1,425.0~~payable on ~~July 25, 2017. See Note 20 for further details.~~March 29, 2023.

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, 2015	$	(38.5	)	$	(11.5	)	$	4.1		$	(45.9	)
Balance at December 31, 2016													$	(50.0	)	$	(13.2	)	$	(0.6	)	$	(63.8	)
Other comprehensive income (loss) before reclassifications		3.4			0.0			(9.5	)		(6.1	)		7.9			0.0			(0.9	)		7.0
Amounts reclassified to consolidated statement of income		0.0			0.0			(0.3	)		(0.3	)
Amounts reclassified to consolidated statement of income ^(a)														0.0			0.0			0.1			0.1
Tax benefit (expense)		0.0			0.0			2.3			2.3			0.0			0.0			0.2			0.2
Other comprehensive income (loss)		3.4			0.0			(7.5	)		(4.1	)		7.9			0.0			(0.6	)		7.3
Balance at June 30, 2016	$	(35.1	)	$	(11.5	)	$	(3.4	)	$	(50.0	)
Balance at March 31, 2017													$	(42.1	)	$	(13.2	)	$	(1.2	)	$	(56.5	)

Balance at December 31, 2016	$	(50.0	)	$	(13.2	)	$	(0.6	)	$	(63.8	)
Balance at December 31, 2017													$	(31.6	)	$	(0.6	)	$	(4.2	)	$	(36.4	)
Adoption of new accounting pronouncement (Note 2)														(0.3	)		0.1			(0.4	)		(0.6	)
Other comprehensive income (loss) before reclassifications		14.6			2.2			(6.2	)		10.6			3.5			0.0			0.1			3.6
Amounts reclassified to consolidated statement of income ^{(a) (b)}		0.0			11.9			0.3			12.2
Amounts reclassified to consolidated statement of income ^(a)														0.0			0.0			(0.1	)		(0.1	)
Tax benefit (expense)		0.0			(2.2	)		1.9			(0.3	)		0.0			0.0			(0.2	)		(0.2	)
Other comprehensive income (loss)		14.6			11.9			(4.0	)		22.5			3.5			0.0			(0.2	)		3.3
Balance at June 30, 2017	$	(35.4	)	$	(1.3	)	$	(4.6	)	$	(41.3	)
Balance at March 31, 2018													$	(28.4	)	$	(0.5	)	$	(4.8	)	$	(33.7	)

In 2016, the Company authorized the termination of international defined benefit pension plans under which approximately 336 participants, including 53 active employees, had accrued benefits. The Company completed the termination of this plan in the second quarter of 2017. In addition to plan assets, the Company made a one-time payment of $7.5 to purchase annuities for participants. The Company recorded a one-time SG&A expense of $39.2 ($31.5 after tax) in the Consumer International segment. This expense primarily included the effect of the additional cash payment required at settlement and pension settlement accounting rules which require accelerated recognition of actuarial losses that were to be amortized over the expected benefit lives of participants. As of June 30, 2017, the Company has no further obligations with respect to material defined benefit pension plans.

a. The Company has a partnership with a supplier of raw materials that mines and processes sodium-based mineral deposits. The Company purchases the majority of its sodium-based raw material requirements from the partnership. The partnership agreement ~~for the partnership~~ terminates upon two years’ written notice by either partner. Under the partnership agreement, the Company has an annual commitment to purchase 240,000 tons of sodium-based raw materials at the prevailing market price. With the exception of the Natronx Technologies LLC (“Natronx”) joint venture, in which the Company and the partner supplier are each one-third owners, the Company is not engaged in any other material transactions with the partnership or the partner supplier.

b. As of ~~June 30, 2017,~~March 31, 2018, the Company had commitments of approximately $~~242.5~~245.3. 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, 2017,~~March 31, 2018, the Company had various guarantees and letters of credit totaling ~~$6.6.~~$5.9.

d. In connection with the Agro Acquisition, the Company is obligated to pay an additional amount of up to $25.0 based on sales performance in 2019. The initial fair value of this contingent liability was $17.8, which was established in the purchase price allocation. Subsequent to the acquisition, the Company increased the estimate of the contingent consideration liability $5.4 in the fourth quarter of 2017 from $17.8 to $23.2 based on updated financial performance forecasts. The charge was recorded in SG&A in the SPD segment. The liability will be assessed for re-measurement at each balance sheet date leading up to the end of the 3-year period.

In connection with the Passport Acquisition, the Company is obligated to pay an additional amount of up to $25.0 based on sales performance through 2020. The initial fair value of this contingent liability was $7.3, which was established in the preliminary purchase price allocation. The liability will be assessed for re-measurement at each balance sheet date leading up to December 31, 2020.

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

The Company is vigorously defending itself in this matter. On June 16, 2014, the Company filed an amended answer to the complaint denying all of the Plaintiff’s material allegations. On September 11, 2017, each of the Company and the Plaintiff filed motions for summary judgment. The ~~parties have~~court has not yet ruled on these motions, and a trial date has not been ~~engaged in fact discovery, which is ongoing.~~set.

In connection with this matter, the Company has reserved an amount that is immaterial. However, it is reasonably possible that the Company may ultimately be required to pay all or substantially all of the damages and other amounts sought by Plaintiff. It is not currently possible to more precisely estimate the amount or range of any amounts that the Company may be required to pay in excess of the reserved amount because ~~expert discovery with respect to damages is~~the proceedings are not sufficiently advanced and the outcome thereof is uncertain.

e.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.

f.g. In addition to the matters described above, from time to time in the ordinary course of its business the Company is the subject of, or party to, various pending or threatened legal, regulatory or governmental actions or other proceedings, including, without limitation, those relating to, intellectual property, commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are generally subject to considerable uncertainty and their outcomes, and any related damages, may not be reasonably predictable or estimable. While any such proceedings could result in an adverse outcome for the Company, any such adverse outcome is not expected to have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

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

	Armand				ArmaKleen				Natronx				Armand				ArmaKleen
	Six Months Ended				Six Months Ended				Six Months Ended				Three Months Ended				Three Months Ended
	June 30,		June 30,		June 30,		June 30,		June 30,		June 30,		March 31,		March 31,		March 31,		March 31,
	2017		2016		2017		2016		2017		2016		2018		2017		2018		2017
Purchases by Company	$	10.0	$	10.0	$	0.0	$	0.0	$	0.0	$	0.0	$	3.5	$	4.7	$	0.0	$	0.0
Sales by Company	$	0.0	$	0.0	$	0.6	$	0.6	$	0.0	$	0.8	$	0.0	$	0.0	$	0.3	$	0.3
Outstanding Accounts Receivable	$	0.4	$	0.5	$	0.8	$	0.6	$	0.0	$	0.1	$	0.3	$	0.5	$	0.7	$	0.9
Outstanding Accounts Payable	$	2.3	$	2.3	$	0.0	$	0.0	$	0.0	$	0.0	$	1.2	$	1.8	$	0.0	$	0.0
Administration & Management Oversight Services ⁽¹⁾	$	1.2	$	1.2	$	1.0	$	1.0	$	0.0	$	0.3	$	0.6	$	0.6	$	0.5	$	0.5

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

The Corporate segment income consists of equity in earnings ~~(losses)~~ of affiliates. As of ~~June 30, 2017,~~March 31, 2018, the Company held 50% ownership interests in each of Armand and ArmaKleen, respectively ~~and a one-third ownership interest in Natronx.~~. The Company’s equity in earnings ~~(losses)~~ of Armand and ArmaKleen for the three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~ 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⁽³⁾

Total

Net Sales⁽¹⁾

Second Quarter 2017
$
678.2

$
145.1

$
74.7

$
0.0

$
898.0

Second Quarter 2016

669.8

136.4

71.2

0.0

877.4

First Six Months of 2017
$
1,337.9

$
288.2

$
149.1

$
0.0

$
1,775.2

First Six Months of 2016

1,317.6

263.8

145.0

0.0

1,726.4

Income before Income Taxes⁽²⁾

Second Quarter 2017⁽³⁾
$
123.7

$
(23.7
)

$
13.7

$
3.1

$
116.8

Second Quarter 2016

141.6

16.2

10.7

2.5

171.0

First Six Months of 2017⁽³⁾
$
284.6

$
(4.3
)

$
21.5

$
5.2

$
307.0

First Six Months of 2016

281.5

34.3

24.0

4.2

344.0

	Consumer		Consumer
	Domestic		International		SPD		Corporate		Total
Net Sales⁽¹⁾
First Quarter 2018	$	751.4	$	180.7	$	73.9	$	0.0	$	1,006.0
First Quarter 2017		659.7		143.1		74.4		0.0		877.2

Income before Income Taxes⁽²⁾
First Quarter 2018	$	159.3	$	27.7	$	11.6	$	2.1	$	200.7
First Quarter 2017		160.9		19.4		7.8		2.1		190.2

	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,		June 30,		June 30,		June 30,		March 31,		March 31,
	2017		2016		2017		2016		2018		2017
Household Products	$	410.8	$	397.8	$	805.3	$	786.1	$	413.0	$	394.5
Personal Care Products		267.4		272.0		532.6		531.5		338.4		265.2
Total Consumer Domestic		678.2		669.8		1,337.9		1,317.6		751.4		659.7
Total Consumer International		145.1		136.4		288.2		263.8		180.7		143.1
Total SPD		74.7		71.2		149.1		145.0		73.9		74.4
Total Consolidated Net Sales	$	898.0	$	877.4	$	1,775.2	$	1,726.4	$	1,006.0	$	877.2

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.

During the fourth quarter of 2016, the Company decided to sell its Brazilian chemical business, resulting in a plant impairment charge of $4.9 recognized in the fourth quarter of 2016 based upon an expected sales price. During the first quarter of 2017, the Company sold the business for approximately $4.5, and recorded an approximate $3.5 expense for severance and other charges for the three months ended March 31, 2017. Sales for the Brazilian chemical business in 2016 were approximately $22.0. Future costs associated with the sale of the Brazilian chemical business are expected to be immaterial.

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

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

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

The Company will finance the acquisition of Waterpik with a portion of the proceeds from an underwritten public offering of $1,425.0, aggregate principal amount of senior notes completed on July 25, 2017, consisting of $300.0 aggregate principal amount of Floating Rate Senior Notes due 2019, $300.0 aggregate principal amount of 2.450% Senior Notes due 2022, $425.0 aggregate principal amount of 3.150% Senior Notes due 2027 and $400.0 aggregate principal amount of 3.950% Senior Notes due 2047. The remaining proceeds were used to pay down in its entirety and terminate the Company’s $200.0 term loan and to repay a portion of the Company’s outstanding commercial paper borrowings.

On ~~July 17, 2017,~~March 8, 2018, we purchased Passport Food Safety Solutions, Inc. (“Passport”). Passport sells products for pre and post-harvest treatment in the ~~Company entered into a stock purchase agreement to acquire Water Pik, Inc. (“Waterpik”), the market leader in water-jet technology in both oral water flossers~~poultry, swine, and ~~replacement showerheads.~~beef production markets (the “Passport Acquisition”). The total purchase price was approximately $50.0, which is subject to ~~adjustments~~an additional payment of up to $25.0 based on ~~the closing~~sales performance through 2020 and a working capital ~~of Waterpik and its subsidiaries, is estimated to be $1,033.0. Waterpik’s~~adjustment. Passport’s annual sales were approximately ~~$265.0 for the trailing twelve months through June 30,~~$21.0 in 2017. The ~~Company will finance the~~ acquisition was funded with ~~the proceeds of an underwritten public offering of $1.425.0 aggregate principal amount of senior notes that was completed on July 25, 2017. Waterpik~~short-term borrowings and will be managed byin the Consumer Domestic and Consumer International segments. Refer to Note 20 of the condensed consolidated financial statements for the period ended June 30, 2017 included in this Form 10-Q and our Current Report on Form 8-K filed on July 17, 2017 for additional information with respect to the acquisition of Waterpik.SPD segment.

In 2016 the Company authorized the termination of international defined benefit pension plans under which approximately 336 participants, including 53 active employees, had accrued benefits. The Company completed the termination of this plan in the second quarter of 2017. In addition to plan assets, the Company made a one-time payment of $7.5 to purchase annuities for participants. The Company recorded a one-time SG&A expense of $39.2 ($31.5 after tax) in the Consumer International segment. This expense primarily included the effect of the additional cash payment required at settlement and pension settlement accounting rules which require accelerated recognition of actuarial losses that were to be amortized over the expected benefit lives of participants. As of June 30, 2017, the Company has no further obligations with respect to material defined benefit pension plans.

	Three Months Ended			Change vs.		Three Months Ended			Three Months Ended			Change vs.	Three Months Ended
	June 30, 2017			Prior Year		June 30, 2016			March 31, 2018			Prior Year	March 31, 2017
Net Sales	$	898.0			2.3%	$	877.4		$	1,006.0		14.7%	$	877.2
Gross Profit	$	410.4			0.6%	$	408.0		$	451.5		13.1%	$	399.3
Gross Margin		45.7	%	-80 basis points			46.5	%		44.9	%	-60 basis points		45.5	%
Marketing Expenses	$	130.9			8.9%	$	120.2		$	99.9		10.0%	$	90.8
Percent of Net Sales		14.6	%	+90 basis points			13.7	%		9.9	%	-40 basis points		10.3	%
Selling, General & Administrative Expenses	$	156.3			38.9%	$	112.5		$	131.3		16.8%	$	112.4
Percent of Net Sales		17.4	%	+460 basis points			12.8	%		13.1	%	+30 basis points		12.8	%
Income from Operations	$	123.2			-29.7%	$	175.3		$	220.3		12.3%	$	196.1
Operating Margin		13.7	%	-630 basis points			20.0	%		21.9	%	-50 basis points		22.4	%
Net income per share - Diluted	$	0.29			-32.6%	$	0.43

	Six Months Ended			Change vs.		Six Months Ended
	June 30, 2017			Prior Year		June 30, 2016
Net Sales	$	1,775.2			2.8%	$	1,726.4
Gross Profit	$	809.7			2.9%	$	787.0
Gross Margin		45.6	%	0 basis points			45.6	%
Marketing Expenses	$	221.7			4.2%	$	212.7
Percent of Net Sales		12.5	%	+20 basis points			12.3	%
Selling, General & Administrative Expenses	$	268.7			22.4%	$	219.5
Percent of Net Sales		15.1	%	+240 basis points			12.7	%
Income from Operations	$	319.3			-10.0%	$	354.8
Operating Margin		18.0	%	-260 basis points			20.6	%
Net income per share - Diluted	$	0.79			-7.1%	$	0.85
Net income per share – Diluted									$	0.63		23.5%	$	0.51

Diluted Net Income per share was ~~$0.29 in the second quarter of 2017~~$0.63 as compared to ~~$0.43 in the same period in 2016. Diluted Net Income per share was $0.79~~$0.51 in the first ~~six months of 2017 as compared to $0.85 in the same period in 2016. In the second~~ quarter of ~~2017, the Company settled an international defined benefit plan, resulting in a pre-tax charge recorded in selling, general and administrative expenses of $39.2 ($31.5 after tax or $0.12 per share).~~2017. During the first quarter of 2017, ~~the Company closed the previously announced sale of its~~we sold our chemical business in Brazil. As a result, a pre and post- tax charge of $3.5 was recorded ($1.3 in cost of goods sold and $2.2 in selling, general and administrative expenses). This equated to $0.01 per share. Also during the first quarter, the Company adopted a new accounting standard related to certain aspects of share-based payment awards to employees. This standard requires that any excess tax benefits related to share-based payment awards to employees be recorded as a reduction to income tax expense. Previously, this benefit was recorded in the stockholders’ equity section of the Balance Sheet. The amount recorded in the three and six months ended June 30, 2017 as a reduction to income tax expense was $2.4 ($0.01 per share) and $11.1 ($0.04 per share), respectively.

Net sales for the quarter ended ~~June 30, 2017~~March 31, 2018 were ~~$898.0,~~$1,006.0, an increase of ~~$20.6~~$128.8 or ~~2.3%~~14.7% as compared to the same period in ~~2016.~~ ~~Net sales for the six months ended June 30, 2017 were $1,775.2, an increase of $48.8 or 2.8% over the comparable six month period of 2016.~~ 2017. The components of the net sales increase are as follows:

For the three months ~~and six months~~ ended ~~June 30, 2017,~~March 31, 2018, the volume change primarily reflects increased product sales in ~~all three segments.~~both the Consumer Domestic and Consumer International segments, with volume declines in Specialty Products (“SPD”). Favorable price/mix in the Consumer International and SPD segments was offset by lower price/mix in the Consumer Domestic segment.

~~The Company’s~~Our gross profit was ~~$410.4~~$451.5 for the ~~quarter~~three months ended ~~June 30, 2017,~~March 31, 2018, a ~~$2.4~~$52.2 increase as compared to the same period in ~~2016.~~2017. Gross margin decreased 8060 basis points (“bps”) in the ~~second~~first quarter of ~~2017~~2018 compared to the same period in ~~2016,~~2017, primarily due to ~~unfavorable price/mix of 250 bps (primarily due to promotion and coupon costs),~~ higher commodity costs of 80 bps, higher transportation costs of 30 bps, ~~and the impact~~other manufacturing cost increases of ~~unfavorable foreign exchange rates of 10~~70 bps partially offset by productivity programs of 70 bps and the impact of higher margins on acquired businesses ~~representing 80 bps, favorable volume~~ of ~~70 bps and cost improvement projects representing 60 bps.~~ ~~Gross profit was $809.7 for the six months ended June 30, 2017, a $22.7 increase compared to the same period of 2016. Gross margin for the first six months of 2017 and 2016 was 45.6%.~~ Gross margin remained consistent for the first six months of 2017 compared to the same period in 2016, primarily due to unfavorable price/mix of 150 bps (primarily due to promotion and coupon costs), higher commodity costs of 30 bps, and the impact of unfavorable foreign exchange rates of 10 bps, partially offset by the impact of higher margins on acquired businesses representing 70 bps, favorable volume of 60 bps and cost improvement projects representing 6050 bps.

Marketing expenses for the ~~second quarter of 2017~~three months ended March 31, 2018 were ~~$130.9,~~$99.9, an increase of ~~$10.7~~$9.1 or ~~8.9%~~10.0% as compared to the same period in ~~2016.~~2017. Marketing expenses as a percentage of net sales in the ~~second~~first quarter of ~~2017 increased 90~~2018 decreased 40 bps to ~~14.6%~~9.9% as compared to ~~13.7%~~10.3% in ~~2016~~2017 due to ~~120 bps on higher expenses partially offset by 30~~130 bps of leverage on higher net ~~sales.~~ ~~Marketing expenses for the first six months of 2017 were $221.7, an increase of $9.0 as compared to the same period in 2016. Marketing expenses as a percentage of net~~ sales ~~for the six months of 2017 increased~~partially offset by ~~20 bps to 12.5% as compared to 12.3% in~~ ~~2016 due to 50~~90 bps on higher expenses, ~~partially offset by 30 bps~~in part due to the impact of ~~leverage on higher net sales~~.the businesses acquired since the first quarter of 2017.

Selling, general and administrative (“SG&A”) expenses were ~~$156.3~~$131.3 in the ~~second~~first quarter of ~~2017,~~2018, an increase of ~~$43.8~~$18.9 or ~~38.9%~~16.8% as compared to the same period in ~~2016 primarily due to a $39.2 international pension settlement charge or 440 bps in~~ 2017 ~~and~~which was significantly impacted by transition and ongoing costs associated with the ~~Viviscal Acquisition, the Anusol Acquisition,~~Agro, Waterpik and ~~the Agro Acquisition.~~Passport acquisitions, along with higher research and development costs. SG&A as a percentage of net sales increased ~~460~~30 bps to ~~17.4%~~13.1% in the ~~second~~first quarter of ~~2017~~2018 as compared to 12.8% in the same period in ~~2016.~~2017. The increase is due to higher costs ~~including pension settlement expense~~ of ~~490~~190 bps primarily associated with our acquisitions, partially offset by 30160 bps of leverage associated with higher sales. ~~SG&A for the first six months of 2017 was $268.7, an increase of $49.2 as compared to the same period in 2016. The increase is primarily~~ due to the $39.2 international pension settlement charge or 220 bps in 2017, transition and ongoing acquisition-related costs, higher information costs and costs associated with selling its chemical business in Brazil~~. SG&A as a percentage of net sales increased 240 bps to 15.1% in the first six months of 2017 compared to 12.7% in 2016 due to higher costs, including pension settlement expense,~~ ~~of 280 bps partially offset by 40 bps of leverage associated with higher sales.~~

Equity in earnings of affiliates for the three and six month periods ended June 30, 2017 increased by $0.6 and $1.0 as compared to the same period in 2016, primarily due to profit improvement from Armand Products due to lower raw material costs.

Other expense, net for the three months ended ~~June 30, 2017~~March 31, 2018 increased ~~$0.4~~$1.9 compared to the same period in ~~2016~~2017 primarily due to the effect of changes in foreign exchange ~~rates and decreased $1.1~~rates.

Interest expense for the ~~six~~three months ended ~~June 30, 2017~~March 31, 2018 increased $11.9 as compared to the same period in ~~2016 due to the impact of costs incurred in 2016 associated with the Natronx Technologies, LLC (“Natronx”) joint venture.~~

~~Interest expense for the three and six month periods ended June 30,~~ 2017 ~~increased $2.2 and $3.6 as compared to the same periods in 2016~~ due to a higher amount of average debt outstanding ~~and increased borrowing costs due to an increase in short-term interest rates.~~associated with the $1,425.0 aggregate principal amount of Senior Notes completed on July 25, 2017.

The effective tax rate for the three months ended ~~June 30, 2017~~March 31, 2018 was ~~37.6%~~21.4% compared to ~~34.7%~~30.9% in the same period in 2016. The increase in the tax rate is primarily due to an international pension settlement charge representing 450 bps, partially offset by a tax benefit of 200 bps related to the adoption of the new accounting standard which modifies how companies account for certain aspects of share-based payment awards to employees. Previously, this tax benefit was accounted for in the Company’s Stockholders’ Equity section of the Balance Sheet. Starting in 2017, the tax benefit is accounted for as a reduction of income tax expense.

~~The effective tax rate for the six months ended June 30, 2017 was 33.4% compared to 34.7% in the same period in 2016.~~2017. The decrease in the tax rate is primarily due to the ~~impact of~~Tax Cuts and Jobs Act (the “Tax Act”) enacted in December 2017, which lowered the ~~new accounting standard relating~~U.S. statutory tax rate from 35% to ~~share based payment awards representing 360 bps, partially offset by the international pension settlement charge representing 150 bps.~~21%.

~~The Company operates~~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. ~~The Company~~We also ~~has~~have a Corporate segment.

The Corporate segment income consists of equity in earnings of affiliates. As of ~~June 30, 2017, the Company~~March 31, 2018, we held 50% ownership interests in each of Armand Products Company (“Armand”) and The ArmaKleen Company (“ArmaKleen”), ~~respectively, and a one-third ownership interest in Natronx. The Company’s~~respectively. Our equity in earnings of Armand and ArmaKleen for the three months ended March 31, 2018 and ~~six month periods ended June 30,~~ 2017 ~~and 2016~~ are included in the Corporate segment.

~~Some of the~~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 months ended March 31, 2018 and ~~six month periods ended June 30,~~March 31, 2017 ~~and June 30, 2016~~ are as follows:

	Consumer		Consumer
	Domestic		International		SPD		Corporate		Total
Net Sales⁽¹⁾
First Quarter 2018	$	751.4	$	180.7	$	73.9	$	0.0	$	1,006.0
First Quarter 2017		659.7		143.1		74.4		0.0		877.2

Income before Income Taxes⁽²⁾
First Quarter 2018	$	159.3	$	27.7	$	11.6	$	2.1	$	200.7
First Quarter 2017		160.9		19.4		7.8		2.1		190.2

	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,		June 30,		June 30,		June 30,		March 31,		March 31,
	2017		2016		2017		2016		2018		2017
Household Products	$	410.8	$	397.8	$	805.3	$	786.1	$	413.0	$	394.5
Personal Care Products		267.4		272.0		532.6		531.5		338.4		265.2
Total Consumer Domestic		678.2		669.8		1,337.9		1,317.6		751.4		659.7
Total Consumer International		145.1		136.4		288.2		263.8		180.7		143.1
Total SPD		74.7		71.2		149.1		145.0		73.9		74.4
Total Consolidated Net Sales	$	898.0	$	877.4	$	1,775.2	$	1,726.4	$	1,006.0	$	877.2

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 ~~2017~~2018 were ~~$678.2,~~$751.4, an increase of ~~$8.4~~$91.7 or ~~1.3%~~13.9% as compared to the same period in ~~2016.~~ ~~Consumer Domestic net sales for the six months ended June 30, 2017 were $1,337.9, an increase of $20.3 or 1.5% as compared to the same period in 2016~~. 2017. The components of the net sales change are the following:

The increase in net sales for the three months ended June 30, 2017, reflects higher sales of ARM & HAMMER liquid and unit dose detergents, OXICLEAN laundry detergent and stain fighters, ARM & HAMMER cat litter, and BATISTE dry shampoo, partially offset by lower sales of TROJAN condoms, XTRA laundry detergent and FIRST RESPONSE pregnancy test kits. The increase in net sales for the six month period ending June 30, 2017, reflects higher sales of ARM & HAMMER liquid and unit dose detergents, BATISTE dry shampoo, OXICLEAN laundry detergent and stain fighters, and ARM & HAMMER cat litter, partially offset by lower sales of TROJAN condoms and XTRA laundry detergent.

There continues to be significant product and price competition in the laundry detergent category. For example, the Procter & Gamble Company markets a lower-priced line of laundry detergents that competes directly with the Company’s core value laundry detergents. Henkel AG & Co. KGaA (“Henkel”) entered the U.S. market with Persil, its leading worldwide premium laundry detergent, and in 2016 acquired The Sun Products Corporation (“Sun Products”), the maker of ALL, WISK and SUN laundry detergents. These actions have increased price competition and distribution pressures in the premium and extreme value laundry categories and could adversely impact sales and market share of the Company’s laundry brands. The Company continues to evaluate and vigorously combat these pressures through, among other things, new product introductions, increased marketing and trade spending.

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

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

~~Excluding~~The increase in net sales for the three months ended March 31, 2018, reflects the impact of ~~unfavorable foreign exchange rates,~~acquisitions, higher sales ~~in the second quarter ended June 30, 2017 were primarily due to FEMFRESH and BATISTE in the export business,~~of ARM & HAMMER liquid and unit dose laundry detergent, ~~STERIMAR and OXICLEAN stain fighter gel in Mexico and BATISTE, VITAFUSION/L’IL CRITTERS and FEMFRESH in Australia~~. ~~For the six months ended June 30, 2017 higher sales primarily occurred in exports, Canada, and Mexico, and were attributable to BATISTE, FEMFRESH, ARM & HAMMER liquid detergent, STERIMAR and~~ ARM & HAMMER cat ~~litter.~~ litter, OXICLEAN stain fighters, BATISTE dry shampoo, VITAFUSION and L’IL CRITTERS gummy vitamins and TOPPIK and VIVISCAL hair care businesses, partially offset by lower sales of XTRA laundry detergent.

There continues to be significant product and price competition in the premium and deep value laundry detergent categories and more recently, product competition in the gummy vitamin category. For example, in the laundry detergent category, P&G and Henkel, the two largest laundry detergent companies in the U.S., are engaged in aggressive pricing promotions, and retailers are continuing to de-emphasize the deep value tier of laundry detergents, which is where XTRA competes. In addition, the gummy vitamin category has grown from eight competitors to 30 in the last five years. We continue to evaluate and vigorously combat these pressures through, among other things, new product introductions and increased marketing and trade spending. However, there is no assurance the categories will not decline in the future and that we will be able to offset any such decline.

Consumer ~~International loss~~Domestic income before income taxes for the first quarter of 2018 was ~~$23.7 in the second quarter 2017,~~$159.3, a $1.6 decrease ~~of $39.9~~as compared to the ~~same period in 2016~~first quarter of 2017. The decrease is due primarily to ~~a pension settlement charge~~higher SG&A of ~~$39.2,~~$15.6 (primarily associated with the acquisitions), unfavorable price/mix (consisting of higher promotion and coupon spending) of $14.0, higher marketing expenses of $6.8, unfavorable manufacturing and ~~commodity~~distribution costs of ~~$3.2,~~ $6.6, higher ~~SG&A costs~~interest and other expenses of ~~$2.7, higher marketing costs of $2.6 and unfavorable foreign exchange rates of $2.2,~~$10.8, partially offset by the impact of higher sales volumes of ~~$9.3 and favorable price/mix of $1.4.~~ ~~For~~$52.2.

Consumer International net sales were $180.7 in the first ~~six months~~quarter of ~~2017, loss before income taxes was $4.3, a $38.6 decrease~~2018, an increase of $37.6 or 26.3% as compared to the same period in ~~2016, due primarily to~~ the pension settlement charge of $39.2, higher SG&A costs of $8.0, higher marketing costs of $5.3, unfavorable manufacturing and commodity costs of $3.6, unfavorable foreign exchange rates of $3.4, and unfavorable price/mix of $0.9, partially offset by higher sales volumes of $22.1.

~~SPD net sales were $74.7 in the second quarter of 2017, an increase of $3.5 or 4.9% as compared to the same period in 2016. SPD net sales were $149.1 for the first six months of 2017, an increase of $4.1, or 2.8% as compared to the same period of 2016.~~ 2017. The components of the net sales change are the following:

Excluding the impact of foreign exchange rates and acquisitions, higher sales in the first quarter ended March 31, 2018 were primarily due to OXICLEAN in the export business, STERIMAR, ARM & HAMMER toothpaste and OXICLEAN in Mexico and FEMFRESH and BATISTE in Australia.

Consumer International income before income taxes was $27.7 in the first quarter 2018, an increase of $8.3 compared to the same period in 2017 due primarily to higher sales volumes of $9.4, favorable foreign exchange rates of $3.0, favorable price/mix of $4.1, partially offset by SG&A costs of $2.9, higher interest expense of $2.0, higher marketing expenses of $0.7 and unfavorable manufacturing costs of $2.6.

SPD net sales were $73.9 in the first quarter of 2018, a decrease of $0.5 or 0.7% as compared to the same period in 2017. The components of the net sales change are the following:

~~The~~Excluding the impact of the acquisition and divestiture, the net sales ~~increase~~decrease in the ~~second~~first quarter ~~and six month period~~ of ~~2017~~2018 was driven ~~primarily~~ by ~~improved price and~~lower volumes in the animal productivity ~~business where~~business. Demand in the dairy industry is significantly reduced due to low milk ~~prices and U.S. dairy farm profitability remain at a higher level than a year ago.~~ prices.

SPD income before income taxes was ~~$13.7~~$11.6 in the ~~second~~first quarter of ~~2017,~~2018, an increase of ~~$3.0~~$3.8 as compared to the same period in ~~2016~~2017 due ~~primarily~~ to higher sales ~~volume~~volumes of ~~$3.7,~~$3.1 (primarily as a result of acquired businesses), lower costs as a result of the sale of our Brazilian business of $3.3, favorable price/product mix of ~~$2.3,~~$2.1, partially offset by higher ~~manufacturing costs of $1.8 and higher~~ SG&A costs of ~~$1.5.~~ ~~SPD income before income taxes was $21.5 in the first six months of 2017, a decrease of $2.5 as compared to the same period in 2016 due primarily to~~$3.3, higher manufacturing costs of ~~$5.9, higher SG&A costs of $2.8 and costs associated with the sale of the Brazilian chemical business of $3.5, partially offset by higher sales~~ ~~volume of $3.6, favorable price/product mix of $3.6,~~ ~~lower costs associated with the Natronx joint venture of $1.5, lower marketing costs of~~ $0.4 and ~~favorable foreign exchange rates~~higher interest expense of ~~$0.4.~~$0.8.

The administrative costs of the Company’s production, planning and logistics functions are included in the SG&A expenses of each operating segment and as elements of cost of sales in the Company’s Condensed Consolidated Statements of Income. The Corporate segment includes equity in earnings of affiliates from Armand and ArmaKleen in the ~~second~~first quarter of ~~2017~~2018 and ~~2016.~~2017. The Corporate segment income before income taxes was ~~$3.1~~$2.1 in the ~~second~~first quarter of ~~2017,~~2018, as compared to ~~$2.5~~$2.1 in the same period in ~~2016.~~ ~~The Corporate segment income before income taxes was $5.2 for the first six months of 2017, as compared to $4.2 in the same period in 2016.~~ 2017.

~~As of June 30, 2017, the Company had $237.6 in cash and cash equivalents, approximately $369 available through the~~On March 29, 2018, we replaced our former $1,000.0 unsecured revolving credit facility ~~under its principal~~that was scheduled to terminate on December 4, 2020 with a new $1,000.0 unsecured revolving credit ~~agreement~~facility (the “Credit Agreement”) ~~and its commercial paper program, and a commitment increase feature under~~. Under the Credit Agreement, ~~that enables~~we have the ~~Company~~ability to ~~borrow~~increase our borrowing up to an additional $600.0, subject to ~~lending~~lender commitments ~~of the participating lenders~~ and certain conditions as described in the Credit Agreement. ~~On April 3, 2017,~~Borrowings under the ~~Company’s $200.0 term loan~~Credit Agreement are available for general corporate purposes and are used to support our $1,000.0 commercial paper program. Unless extended, the Credit Agreement will terminate and all amounts outstanding thereunder will be due and payable on March 29, 2023.

As of March 31, 2018, we had $119.8 in cash and cash equivalents, and approximately $745.0 available through the revolving facility ~~was drawn upon in full to improve liquidity~~under our Credit Agreement and ~~pay a portion of the outstanding~~our commercial ~~paper.~~paper program. To preserve ~~its~~our liquidity, ~~the Company invests its~~we invest cash primarily in government money market funds, prime money market funds, short-term commercial paper and short-term bank deposits.

As a result of the Tax Act, we have decided to repatriate excess cash held at our foreign subsidiaries in 2018. We estimate we will repatriate approximately $150.0 of the $194.0 that was held outside the U.S as of December 31, 2017. Approximately $128.0 was repatriated in the first quarter of 2018 and $22.0 is expected to be repatriated throughout the remainder of 2018.

The current economic environment presents risks that could have adverse consequences for ~~the Company’s~~our liquidity. (See “Unfavorable economic conditions could adversely affect demand for ~~the Company’s~~our products” under “Risk Factors” in Item 1A of ~~the Company’s~~our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2017 (the “Form 10-K”).~~) The Company does~~ We do not anticipate that current economic conditions will adversely affect ~~its~~our ability to comply with the financial covenant in the Credit Agreement because ~~the Company~~we currently ~~is,~~are, and ~~anticipates~~anticipate that itwe will continue to be, in compliance with the maximum leverage ratio requirement under the Credit Agreement.

On February ~~7, 2017,~~5, 2018, the Board declared a 7%14% increase in the regular quarterly dividend from ~~$0.1775~~$0.19 to ~~$0.19~~$0.2175 per share, equivalent to an annual dividend of ~~$0.76~~$0.87 per share payable to stockholders of record as of February ~~21, 2017.~~15, 2018. The increase raises the annual dividend payout from ~~$183~~$190.0 to approximately ~~$195, and maintains the Company’s payout of dividends relative to net income at approximately 40%.~~$215.0.

In connection with ~~the Company’s~~our share repurchase program authorized by the Board in November ~~2016~~2017 (the ~~“2016~~“2017 Share Repurchase Program”) and ~~its~~our evergreen repurchase program, we entered into an accelerated share repurchase (“ASR”) contract with a commercial bank in December of 2017 to purchase $200.0 of the ~~Company purchased approximately 6.0 million shares~~Common Stock in the first ~~six months~~quarter of ~~2017 at a cost of approximately $300.0,~~2018, of which approximately ~~$125.0~~$110.0 was purchased under the evergreen share repurchase program and ~~$175.0~~approximately $90.0 was purchased under the ~~2016~~2017 Share Repurchase Program. ~~The Company will continue its evergreen share repurchase program.~~See Part II - Item 2 for further details.

~~The Company anticipates~~We anticipate that ~~its~~our cash from operations, together with ~~its~~our current borrowing capacity, will be sufficient to meet ~~its~~our capital expenditure program costs, which are expected to be ~~a total of~~ approximately ~~$45.0~~$70.0 in ~~2017,~~2018, fund ~~its~~our share repurchase programs to the extent implemented by management and pay dividends at the latest approved rate. Cash, together with ~~the Company’s~~our current borrowing capacity, may be used for acquisitions that would complement ~~the Company’s~~our existing product lines or geographic markets. ~~The Company does~~We do not have any mandatory fixed rate debt principal payments in ~~2017.~~

	Six Months Ended						Three Months Ended
	June 30,			June 30,			March 31,			March 31,
	2017			2016			2018			2017
Net cash provided by operating activities	$	249.3		$	296.5		$	155.5		$	131.5
Net cash used in investing activities	$	(242.3	)	$	(193.6	)	$	(60.0	)	$	(159.3	)
Net cash provided by (used in) financing activities	$	33.2		$	(225.6	)
Net cash used in financing activities							$	(255.6	)	$	(24.4	)

Net Cash Provided by Operating Activities – ~~The Company’s~~Our primary source of liquidity is the strong cash flow provided by operating activities, which is dependent on the level of net income and changes in working capital. ~~The Company’s~~Our net cash provided by operating activities in the ~~six~~three months ended ~~June 30, 2017 decreased~~March 31, 2018 increased by ~~$47.2~~$24.0 to ~~$249.3~~$155.5 as compared to ~~$296.5~~$131.5 in the same period in ~~2016~~2017 due to ~~an increase in working capital, partially offset by~~ higher cash earnings (net income plus non-cash expenses such as depreciation, amortization, non-cash compensation and asset impairment charges). The change in working capital from December 31, 2017 is primarily due to a ~~large~~ decrease in ~~accounts payable and~~ accrued expenses due to ~~a change~~changes in deferred compensation, incentive compensation and profit sharing payments, ~~and larger~~ increases in inventory and accounts ~~receivable.~~receivable, partially offset by an increase in trade accounts payable and taxes payable. However, ~~the Company measures~~we measure working capital effectiveness based on ~~its~~our cash conversion cycle. The following table presents ~~the Company’s~~our cash conversion cycle information for the quarters ended ~~June 30, 2017~~March 31, 2018 and ~~2016:~~2017:

	As of							As of
	June 30, 2017		June 30, 2016		Change			March 31, 2018		March 31, 2017		Change
Days of sales outstanding in accounts receivable ("DSO")		31		29		2			31		30		1
Days of inventory outstanding ("DIO")		53		56		(3	)		56		51		5
Days of accounts payable outstanding ("DPO")		67		60		(7	)		65		64		(1	)
Cash conversion cycle		17		25		(8	)		22		17		5

~~The Company's~~Our cash conversion cycle (defined as the sum of DSO and DIO less DPO) which is calculated using a 2two period average method, ~~improved 8~~increased five days from the prior year amount of 2517 days to 1722 days at ~~June 30, 2017~~March 31, 2018 due primarily to an increase in DIO of five days. DPO improved ~~DPO of 7~~one day from 64 to 65 days as ~~the Company continues~~we continue to extend payment terms with ~~its suppliers. DIO improved 3 days from 56 to 53 days,~~our suppliers, offset by DSO which increased ~~2 days~~one day from 2930 to 31 days. The ~~improvement in the Company's cash conversion cycle reflects the Company's continued~~increase is primarily due to certain acquisitions, which currently require a higher level of working capital. We continue to focus on reducing ~~its average~~our working capital requirements.

Net Cash Used in Investing Activities – Net cash used in investing activities during the first ~~six~~three months of 2018 was 60.0, primarily reflecting $49.9 for the Passport Acquisition, and $9.9 for property, plant and equipment additions. Net cash used in investing activities during the first three months of 2017 was ~~$242.3,~~$159.3, primarily reflecting $160.3 for the Viviscal Acquisition ~~$75.0 for the Agro Acquisition~~ and ~~$10.4~~$2.8 for property, plant and equipment expenditures, partially offset by $4.5 of cash proceeds from the sale of the Brazil chemical business. ~~Net cash used in investing activities during the first six months of 2016 was $193.6, principally reflecting $175.5 for the Toppik Acquisition and $17.8 for property, plant and equipment expenditures.~~

Net Cash ~~Provided by (Used in)~~Used in Financing Activities – Net cash provided by financing activities during the first six months of 2017 was $33.2, primarily reflecting $207.2 of net commercial paper borrowings, $200.0 of long-term debt borrowings and $27.3 of proceeds from stock option exercises partially offset by $300.0 of repurchases of the Company’s Common Stock, $95.7 of cash dividend payments, and $4.6 of short-term debt repayments at an international subsidiary. Net cash used in financing activities during the first ~~six~~three months of ~~2016~~2018 was ~~$225.6, primarily~~$255.6, reflecting $200.0 of repurchases of ~~the Company’s~~our common stock ~~and $91.7~~(“Common Stock”), $53.0 of cash dividend payments, $17.4 of debt payments, partially offset by ~~$20.5~~$16.4 of proceeds from stock option exercises. Net cash used in financing activities during the first three months of 2017 was $24.4, primarily reflecting $157.1 of repurchases of our Common Stock, $48.4 of cash dividend payments, and $3.4 of short term debt repayments at an international subsidiary, partially offset by of $162.2 of commercial paper borrowings, ~~$3.3~~and $22.7 of ~~short-term borrowings at an international subsidiary and $47.6 of~~ proceeds ~~and tax benefits~~ from stock option exercises.

For quantitative and qualitative disclosures about market risk affecting the Company, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2017. Our exposure to market risk has not changed materially since December 31, ~~2016.~~2017.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, are effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission (the “Commission”), and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the disclosure.

~~No change~~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) ~~occurred~~occurring during the Company’s most recent fiscal quarter that ~~has~~have materially affected, or isare reasonably likely to materially affect, the Company’s internal control over financial reporting.

This report contains forward-looking statements, including, among others, statements relating to net sales and earnings growth; gross margin changes; trade and marketing spending; marketing expense as a percentage of net sales; sufficiency of cash flows from operations; earnings per share; the impact of new accounting pronouncements; cost savings programs; consumer demand and spending; the effects of competition; the effect of product mix; volume growth, including the effects of new product launches into new and existing categories; the impact of competitive laundry detergent products, including unit dose laundry detergent; the Company’s hedge programs; the impact of foreign exchange and commodity price fluctuations; actual voluntary and expected cash contributions to pension plans; impairments and other charges including the pension settlement charge and asset impairment charges; the Company’s investments in joint ventures; the impact of acquisitions and divestitures; capital expenditures; the ~~consummation, financing and~~Company’s effective tax rate; the impact of the ~~Waterpik Acquisition;~~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 ~~expenditures; pension settlement charges;~~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~~programs; payment of dividends; environmental and regulatory matters; and the ~~Company’s effective tax rate.~~availability and adequacy of raw materials, including trona reserves and the conversion of such 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. Factors that could cause such differences include a decline in market growth, retailer distribution and consumer demand (as a result of, among other things, political, economic and marketplace conditions and events); unanticipated increases in raw material and energy prices; delays or other problems in manufacturing or distribution; increases in transportation costs; adverse developments affecting the financial condition of major customers and suppliers; competition, including The Procter & Gamble Company’s participation in the value laundry detergent category and Henkel’s entry into the U.S. premium laundry detergent category; Henkel’s acquisition of Sun Products;competition; changes in marketing and promotional spending; growth or declines in various product categories and the impact of customer actions in response to changes in consumer demand and the economy, including increasing shelf space of private label products; consumer and competitor reaction to, and customer acceptance of, new product introductions and features; the Company’s ability to maintain product quality and characteristics at a level acceptable to our customers and consumers; disruptions in the banking system and financial markets; foreign currency exchange rate fluctuations; implications of the United Kingdom’s withdrawal from the European Union; transition to, and shifting trade or economic policies in the United States; issues relating to the Company’s information technology and controls; the impact of natural disasters on the Company and its customers and suppliers,

including third party information technology service providers; the acquisition or divestiture of assets; the outcome of contingencies, including litigation, pending regulatory proceedings and environmental matters; and changes in the regulatory environment.

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

In addition to the matters described below, from time to time in the ordinary course of its business, the Company is the subject of, or party to, various pending or threatened legal, regulatory or governmental actions. Such proceedings are generally subject to considerable uncertainty, and their outcomes, and any related damages, may not be reasonably predictable or estimable. While any such proceedings could result in an adverse outcome for the Company, any such adverse outcome is not expected to have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

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

The complaint alleges, among other things, that the Company (i) breached two agreements for the manufacture and supply of pregnancy and ovulation test kits by switching suppliers, (ii) failed to give Plaintiff the proper notice, (iii) failed to reimburse Plaintiff for costs and expenses under the agreements and (iv) misrepresented its future requirements. The complaint seeks compensatory and punitive damages of an amount in excess of ~~$20 million,~~$20.0, as well as declaratory relief, statutory prejudgment interest and attorneys’ fees and costs.

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

The Company repurchases shares of its Common Stock from time to time pursuant to its publicly announced share repurchase programs. The following table contains information for shares repurchased during the ~~second~~first quarter of ~~2017.~~2018.

⁽²⁾ In the second quarter of 2017, the Company purchased 2.9 million shares for $142.9 under the 2016 Share Repurchase Program. The evergreen share repurchase program has no specified cap and therefore is not reflected in this column.

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

	~~(1)~~Three Months Ended
	March 31,
Net Sales - Consolidated	2018
Product volumes sold		4.0	%
Pricing/Product mix		(0.2	%)
Foreign exchange rate fluctuations		1.3	%
Volume from acquired product lines (net of divestiture) ⁽¹⁾		9.6	%
Net Sales increase		14.7	%

	Balance at			New Revenue			New Tax			Balance at
	December 31,			Standard			Reform			January 1,
	2017			Adjustment			Adjustment			2018
Accounts payable and accrued expenses	$	659.1		$	3.0		$	0.0		$	662.1
Income taxes payable		5.0			(0.7	)		0.0			4.3
Retained earnings		3,479.0			(2.3	)		0.6			3,477.3
Accumulated other comprehensive loss		(36.4	)		0.0			(0.6	)		(37.0	)

Unaudited consolidated pro forma results	Three Months Ended
	March 31, 2017
	Reported		Pro forma
Net Sales	$	877.2	$	946.1
Net Income	$	131.5	$	136.8
Net income per share - Basic	$	0.52	$	0.54
Net income per share - Diluted	$	0.51	$	0.53

	Consumer		Consumer		Specialty
	Domestic		International		Products		Total
Balance at December 31, 2016	$	1,280.1	$	113.9	$	50.1	$	1,444.1
VIVISCAL acquired goodwill		25.8		11.1		0.0		36.9
AGRO acquired goodwill		0.0		0.0		53.4		53.4
Other		0.0		0.3		0.0		0.3
Balance at June 30, 2017	$	1,305.9	$	125.3	$	103.5	$	1,534.7

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

⁽¹⁾	~~Includes net sales of the brands~~Three Months Ended
	March 31,
Net Sales - Consumer Domestic	2018
Product volumes sold		5.3	%
Pricing/Product mix		(1.7	%)
Volume from acquired ~~in the Viviscal Acquisition since the date of acquisition.~~product lines ⁽¹⁾		10.3	%
Net Sales increase		13.9	%

	Three Months Ended
	March 31,
Net Sales - Consumer International	2018
Product volumes sold		1.6	%
Pricing/Product mix		5.2	%
Foreign exchange rate fluctuations / Other		7.7	%
Volume from acquired product lines ⁽¹⁾		11.8	%
Net Sales increase		26.3	%

	Three Months Ended
	March 31,
Net Sales - SPD	2018
Product volumes sold		(3.8	%)
Pricing/Product mix		2.8	%
Foreign exchange rate fluctuations / Other		(—	%)
Volume from acquired product lines (net of divestiture) ⁽¹⁾		0.3	%
Net Sales increase		(0.7	%)

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

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

•	~~(3.2)~~(3.1)	Restated Certificate of Incorporation of the Company, as ~~amended.~~amended, incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed on August 3, 2017.

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

	(10.1)	Credit Agreement dated March 29, 2018, among Church & Dwight Co., Inc. ~~Amended~~, the initial lenders named therein, Bank of America, N.A., as lead administrative agent, swing line lender, and ~~Restated Annual Incentive Plan,~~L/C issuer, Wells Fargo Bank, National Association, as ~~approved by~~co-administrative agent, syndication agent and swing line lender, SunTrust Bank, as syndication agent and swing line lender, Bank of Montreal, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, LTD., as documentation agents, the ~~Company’s stockholders on May 4, 2017,~~other lenders party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 10.1 toof the Company’s Current Report on Form 8-K filed on ~~May 5, 2017.~~March 29, 2018.

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

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

•	(32.1)	Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

•	(32.2)	Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

	(101)	The following materials from Church & Dwight Co., Inc.’s quarterly report on Form 10-Q for the quarter ended ~~June 30, 2017~~March 31, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and March 31, 2017, ~~and June 30, 2016,~~ (ii) Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and March 31, 2017, ~~and June 30, 2016,~~ (iii) Condensed Consolidated Balance Sheets at ~~June 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, (iv) Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2018 and March 31, 2017, ~~and June 30, 2016,~~ (v) Condensed Consolidated Statements of Stockholders’ Equity for the ~~six~~three months ended ~~June 30,~~March 31, 2018 and March 31, 2017 ~~and June 30, 2016~~ and (vi) Notes to Consolidated Financial Statements.

		CHURCH & DWIGHT CO., INC.
		(REGISTRANT)

DATE:	~~August~~May 3, ~~2017~~2018	/s/ Richard A. Dierker
		RICHARD A. DIERKER
		Executive Vice President
		and Chief Financial Officer
		(Principal Financial Officer)

DATE:	~~August~~May 3, ~~2017~~2018	/s/ Steven J. Katz
		STEVEN J. KATZ
		VICE PRESIDENT AND
		CONTROLLER
		(PRINCIPAL ACCOUNTING OFFICER)

•	~~(3.1)~~	~~Certificate of Amendment of Restated Certificate of Incorporation dated May 8, 2017, as filed with the Secretary of the State of Delaware on May 8, 2017.~~
•	~~(3.2)~~	~~Restated Certificate of Incorporation of the Company, as amended.~~

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

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

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

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

•	~~(32.1)~~	~~Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.~~

•	~~(32.2)~~	~~Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.~~

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

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Smaller reporting company

Emerging growth company