<![CDATA[Church & Dwight Co., Inc. Hourly Employees Form 11-K]]>
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

LOGO

FORM 11-K

 

 

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

 

¨

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

For the transition period from                      to                     

Commission File Number 1-10585

 

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN

FOR HOURLY EMPLOYEES

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

CHURCH & DWIGHT CO., INC.

500 CHARLES EWING BOULEVARD

EWING TOWNSHIP, NEW JERSEY 08628

 

 

 


Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

Table of Contents

 

     Page  

Financial Statements and Supplemental Schedule:

  

Report of Independent Registered Public Accounting Firm

     2  

Financial Statements:

  

Statements of Net Assets Available for Benefits December 31, 2013 and 2012

     3  

Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2013 and 2012

     4  

Notes to Financial Statements

     5  

Supplemental Schedule:

  

Schedule of Assets (Held at End of Year) (Schedule H, Line 4i) December 31, 2013

     19  

All other schedules are omitted since they are not applicable or are not required based on the disclosure requirements of the Employee Retirement Income Security Act of 1974 and applicable regulations issued by the Department of Labor.

   

Exhibit:

  

23.1 Consent of Independent Registered Public Accounting Firm

  

 

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Table of Contents

Report of Independent Registered Public Accounting Firm

To Retirement and Administrative Committee, Plan Administrator and Participants of Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Hourly Employees

We have audited the accompanying statements of net assets available for benefits of the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Hourly Employees (the “Plan”) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) (Schedule H, Line 4i) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ CohnReznick LLP

Roseland, New Jersey

June 27, 2014

 

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Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2013 AND 2012

 

ASSETS

   2013     2012  

Investments, at fair value:

    

Plan’s interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans

   $ 45,828,153      $ 40,424,679   

Mutual funds

     62,467,282        47,590,291   

Collective trust

     13,374,991        14,678,451   
  

 

 

   

 

 

 

Totals

     121,670,426        102,693,421   
  

 

 

   

 

 

 

Receivables:

    

Notes receivable from participants

     1,809,350        1,556,767   

Employer contributions

     4,811,474        4,326,283   

Employee contributions

     42,538        41,139   
  

 

 

   

 

 

 

Totals

     6,663,362        5,924,189   
  

 

 

   

 

 

 

Net assets available for benefits, at fair value

     128,333,788        108,617,610   

Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts

     (362,629     (738,949
  

 

 

   

 

 

 

Net assets available for benefits

   $ 127,971,159      $ 107,878,661   
  

 

 

   

 

 

 

See Notes to Financial Statements.

 

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Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2013 AND 2012

 

     2013      2012  

Additions to net assets attributable to:

     

Investment income:

     

Net appreciation in fair value of investments

   $ 9,836,269       $ 4,842,861   

Plan’s interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans Investment Income

     9,199,660         6,258,458   

Plan’s interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans Dividend Income

     819,063         761,001   

Dividend and interest income

     1,668,191         1,501,252   
  

 

 

    

 

 

 

Totals

     21,523,183         13,363,572   
  

 

 

    

 

 

 

Contributions:

     

Employee

     2,942,002         2,605,044   

Employer

     5,814,965         5,187,094   
  

 

 

    

 

 

 

Totals

     8,756,967         7,792,138   
  

 

 

    

 

 

 

Interest income on notes receivable from participants

     68,936         68,961   

Other additions

     47,985         180,598   
  

 

 

    

 

 

 

Totals

     116,921         249,559   
  

 

 

    

 

 

 

Total additions

     30,397,071         21,405,269   
  

 

 

    

 

 

 

Deductions from net assets attributable to:

     

Distributions to participants

     10,209,657         15,453,512   

Other deductions

     193,963         44,426   
  

 

 

    

 

 

 

Total deductions

     10,403,620         15,497,938   
  

 

 

    

 

 

 

Net increase in Plan assets before transfers

     19,993,451         5,907,331   

Transfers from (to) other plans

     99,047         (92,392
  

 

 

    

 

 

 

Net increase in Plan assets after transfers

     20,092,498         5,814,939   

Net assets available for benefits:

     

Beginning of year

     107,878,661         102,063,722   
  

 

 

    

 

 

 

End of year

   $ 127,971,159       $ 107,878,661   
  

 

 

    

 

 

 

See Notes to Financial Statements.

 

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Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

Note 1—Description of Plan:

The following description of the Church & Dwight Co., Inc. (the “Company”) Savings and Profit Sharing Plan for Hourly Employees (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General:

Effective July 1, 1984, the Church & Dwight Co., Inc. Investment Savings Plan was amended and restated to provide a cash or deferred arrangement (Internal Revenue Code Section 401(k)), after-tax employee contributions and employer matching contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). In 1994, the Investment Savings Plan was merged with the Profit Sharing Plan with the Profit Sharing Plan being the survivor of the merger.

Effective January 1, 2006, the Plan was renamed the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Hourly Employees and amended to exclude salaried employees. Coincident with such changes, the Company established the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Salaried Employees (collectively, the “New Plans”) to which the account balances of salaried employees under the Plan were transferred.

All hourly employees of the Company are eligible for participation in the Plan except for the following:

Hourly employees from Green River, Wyoming, hired before July 1, 1987 are not permitted to share in the allocation of any profit sharing contributions if the employee made an irrevocable election to stay in the Church & Dwight Co., Inc. Pension Plan For Green River Plant Hourly-Paid Employees (effective January 1, 2006, it is known as the Retirement Plan for Hourly Employees). All other hourly employees in Green River, Wyoming are eligible to make pre-tax and post-tax contributions, receive Company match, and receive the profit sharing contribution.

Effective July 16, 1998, the definition of regular employee was amended to include any nonunion hourly-paid employee of the Company who is employed at the Company’s Lakewood, New Jersey facility. However, these employees were not permitted to share in the profit sharing contribution until the Plan year beginning January 1, 2001.

Effective July 1, 2001, a regular employee included any nonunion hourly-paid employee of the Company who was employed at the Company’s North Brunswick, New Jersey, Harrisonville, Missouri or Chicago, Illinois facilities.

 

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CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

In a Stock Purchase Agreement dated August 17, 2012 with Avid Health, Inc. “AHI”, the Company acquired AHI effective October 1, 2012. Effective October 1, 2012, the Plan was amended to allow regular hourly employees of the Vancouver/Ridgefield facilities to participate in the savings portion of the Plan. Each former AHI employee who had met the eligibility requirements of the Northwest Natural Products, Inc. 401(k) Plan (the “NNP Plan”) and had an account under the NNP Plan as of October 1, 2012 was eligible to participate in the Plan immediately. Other Vancouver/Ridgefield employees were eligible to participate in the Plan effective with the first payroll period following January 1 or July 1 coincident with or next following the individual’s completion of one year of service and attainment of age 21, but in any event no earlier than January 1, 2013. Any Vancouver/Ridgefield employee who satisfied the eligibility requirements and did not start making contributions immediately may elect to begin making contributions effective with any subsequent payroll period.

As of December 31, 2009, the North Brunswick and Chicago facilities have been closed. Employees at the Company’s North Brunswick, New Jersey facility were not permitted to share in any allocations of profit sharing contributions until the Plan year beginning January 1, 2002.

Effective September 28, 2001, a regular employee included any non-union hourly-paid employees in the Colonial Heights, Virginia facility.

Effective January 1, 2002, BioVance Technologies, Inc. was added to the Plan as a participating employer and the definition of a regular employee was amended to include any nonunion hourly-paid employee of the Company who is employed at the Company’s Oskaloosa, Iowa facility. These employees were eligible for pre-tax and post-tax contributions, and receive Company match and profit sharing on the effective date above.

That portion of the Plan derived from account balances invested in Company stock and all contributions (including pre-tax, post-tax, Company match, and profit sharing) made after April 30, 2003 are considered and designated as an Employee Stock Ownership Plan (“ESOP”) component. The principal purpose of the ESOP is to provide Participants and Beneficiaries an ownership interest in the Company.

Effective January 1, 2006, Church & Dwight Virginia Co., Inc. was added to the Plan as a participating employer and the recently organized hourly union employees were added to the definition of Regular Employee. These union employees are eligible for pre-tax, post-tax, Company match and a maximum of a 4% profit sharing contribution regardless of the contribution that is allocated to the rest of the eligible employee population. Employees who are covered under the collective bargaining agreement are no longer eligible for the profit sharing contribution if they are approved for long-term disability.

 

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Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Effective January 1, 2006, the Plan was amended to bring it into compliance with the Pension Protection Act of 2006.

Effective August 22, 2008, Church & Dwight Virginia Co., Inc. ceased to be a separate entity and the employees in Colonial Heights, Virginia again became employees of Church & Dwight Co., Inc. with no changes to the benefits outlined above.

Employees at the London, Ohio facility who are members of The United Industrial Service, Transportation, Professional and Government Workers of North America are not and never have been permitted to share in any allocations of profit sharing contributions and/or matching contributions. The London Plant was sold on March 12, 2010.

Effective April 15, 2010, the Plan was amended to allow Green River employees in the Retirement Plan for Hourly Employees to participate in the Profit Sharing portion of the Plan following the Retirement Plan for hourly employee termination.

Administrative expenses:

Administrative costs are paid by the Company and by the Plan.

Contributions:

Participants may elect to make pre-tax, Roth 401(k) (effective July 1, 2009) and/or post-tax contributions of 1% to 6% of compensation (that are matched by the Company at the rate of $0.50 for each $1.00) provided, however, that all contributions are in fixed multiples of 1%. Participants may also elect to make additional pre-tax, Roth 401(k) or post-tax contributions that are not matched (HCE, highly compensated employees, are subject to separate limits). Effective July 1, 2003, the Plan maximum was changed so that total participant contributions cannot exceed 70% of compensation (HCE, highly compensated employees, are subject to separate limits). Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions but there is no Company Match on catch-up contributions.

Until July 1, 2009, the Company’s matching contributions of participants with less than 3 years of service were invested in the Company Stock Fund. For all other participants and for participants with less than 3 years of service effective July 1, 2009, Company match contributions are directed to the fund allocation selected by the participant. Participants specify which investment funds, in increments of 1% that their contributions are invested in, provided that not more than 20% (as of July 1, 2009) of such contributions are contributed to the Company Stock Fund.

 

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Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

For the period from July 1, 2013 to December 31, 2013, the Company amended the plan to allow for a matching of participant pre-tax and post-tax contributions on a dollar for dollar basis, up to 3% of the aggregate contribution election percentage.

For the Plan years beginning before January 1, 2014, the Company will contribute, on behalf of each participant who is a Vancouver/Ridgefield employee, a matching contribution in an amount equal to 50% of the participant’s full pre-tax and Roth contributions (including catch-up contributions) and post-tax contributions.

Each year the Company shall make a profit sharing contribution to the fund in such amount as the Board in its discretion deems appropriate to Plan participants eligible as of December 31. The minimum contribution shall be 4% for 2003 and beyond as long as this Plan design is in place. Effective July 1, 2009, the first 1% of the profit sharing contribution percentage will be invested in Company stock. For collectively bargained employees in Colonial Heights Virginia, the profit sharing contribution is 4%.

Participants who are Vancouver/Ridgefield employees are not eligible for profit sharing contributions made for Plan years beginning before January 1, 2014.

A participant will specify in which investment fund, in increments of 1%, that the Company’s profit sharing contributions to their account will be invested. If no allocation is on file, the contribution is made to the target dated Retirement Fund nearest the participant’s 65th birthday.

A participant may, with the consent of the Plan administrator, make a rollover contribution to the Plan at any time. Rollover contributions are assets transferred to the Plan from a qualified retirement plan or a conduit individual retirement account in which employees participated prior to their employment by the Company. The Plan does not accept rollover contributions from a Roth IRA.

The matching contribution and profit sharing provisions detailed above do not apply to employees of the Company who transfer from a different location of the Company to the Vancouver/Ridgefield facilities.

Participant accounts:

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contributions and (b) Plan earnings. Participant accounts are charged with an allocation of administrative expenses that are paid by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

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CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Vesting:

Participants are fully vested at all times in the value of their pre-tax Roth 401(k) or post-tax contributions and rollover contributions and earnings thereon. Effective August 1, 2007, Company match and profit sharing contributions for employees hired after that date vest in the same time frame as shown below:

 

Service

   Vested
Percentage
 

Less than 2 years

     0

2 years but less than 3 years

     25   

3 years but less than 4 years

     50   

4 years but less than 5 years

     75   

5 years or more

     100   

Upon termination of employment for any reason, other than retirement, death or total and permanent disability, a participant shall be entitled to a benefit equal to the vested portion, if any, of the participant’s profit sharing account and Company matching contributions. A participant shall be 100% vested in the participant’s profit sharing account and Company matching contributions upon the attainment of normal retirement age, or death. Employees who are approved for long-term disability are eligible for a continuing profit sharing contribution and vesting provided they do not take a distribution of their profit sharing account. The continuing profit sharing contribution and additional vesting credit ends after two years and the account balance is based upon the vesting schedule above.

Participants with 20 or more years of service at the onset of their disability are subject to different limits. Profit sharing does not continue for bargaining unit employees who are approved for long-term disability at the Company’s Colonial Heights, Virginia facility.

Notes receivable from participants:

A participant may request a loan to be made from the value of the vested portion of the participant’s account for a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their account balance.

Loans are secured by an equivalent lien on the participant’s non-forfeitable interest in the Plan and bear interest at prime plus 1%. Principal and interest are paid through payroll deductions. Funds in an employee’s profit sharing account are not available for loans.

Distributions:

Distributions may be taken as a lump-sum cash payment or as a rollover to a qualified plan or individual retirement account. In-kind distributions of Company Stock are also permitted.

 

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CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Forfeitures:

Forfeitures of non-vested Company matching and profit sharing contributions are used to reduce future Company contributions. During the years ended December 31, 2013 and 2012, Company matching and profit sharing contributions were reduced by $245,652 and $289,673, respectively, for such forfeitures. The amount in the forfeitures account was $245,418 and $449,915 as of December 31, 2013 and 2012, respectively.

Participation in the Master Trust:

The Plan’s investment assets are held in a trust account at the trustee and consist of an undivided interest in the Master Trust established by the Company and administered by the trustee. The Master Trust permits the commingling of the Plan’s assets with the assets of the Church and Dwight Co., Inc. Savings and Profit Sharing Plan for Salaried Employees for investment and administrative purposes. Although the assets of both plans are commingled in the Master Trust, the trustee maintains records for the purposes of allocating the net investment income or loss to the plans. The allocation is based on the relationship of the assets of each plan to the total of the assets in the Master Trust.

Note 2—Summary of significant accounting policies:

Basis of presentation:

The accompanying financial statements are prepared under the accrual basis of accounting.

Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The statements of net assets available for benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statements of changes in net assets available for benefits are prepared on a contract value basis for fully benefit responsive investment contracts.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates and assumptions.

 

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Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Investment valuation and income recognition:

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan’s Retirement Committee determines the Plan’s valuation policies utilizing information provided by investment advisors and the custodian.

Investments in mutual funds are carried at fair value as determined by Vanguard Fiduciary Trust Company (the “Trustee”), based upon quoted market prices. The investment in Company common stock is valued at the closing price as quoted by a national exchange. In accordance with this policy, the net gain (loss) for each year is reflected in the statements of changes in net assets available for benefits. The Plan’s interest in the collective trust at year-end is valued based on information reported by the investment advisor using the audited financial statements of the collective trust at year-end.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded as earned on an accrual basis. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Notes receivable from participants:

Notes receivable from participants are measured at their unpaid balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. No allowance for credit losses has been recorded as of December 31, 2013 or 2012. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.

Payment of benefits:

Benefits are recorded when paid.

 

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CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Note 3—Investments:

The following table presents investments that represent 5% or more of the Plan’s net assets at December 31, 2013 and 2012:

 

     2013     2012  

Vanguard Retirement Savings Trust III

   $ 13,012,362     

T. Rowe Price Blue Chip Growth Fund

     9,608,320        6,887,980   

PIMCO Total Return Fund

     4,787,616     5,612,576   

Vanguard Retirement Savings Trust IV

     $ 13,939,502   

*Investment is less that 5% of the Plan’s net assets.

The Plan’s investment assets appreciated (depreciated) in fair value as determined by quoted market prices as follows:

 

     2013     2012  

Columbia Mid Cap Value Fund

   $ —        $ 106,746   

Munder Mid Cap Core Growth Fund

JPMorgan Mid Cap Value

    

 

739,184

208,896

  

  

   

 

345,642

—  

  

  

Neuberger Berman Genesis Fund

     568,500        107,825   

PIMCO Total Return Fund

     (268,590     152,223   

T. Rowe Price Blue Chip Growth Fund

     2,865,547        1,225,734   

Thornburg Int’l Value Fund

     377,940        364,703   

Van Kampen Growth & Income Fund

     615,311        238,315   

Vanguard S&P 500 Index Fund

     64,325        156,547   

Vanguard Small Cap Index Fund

     —          109,815   

Vanguard Target Retirement 2005 Fund

     —          5,635   

Vanguard Target Retirement 2010 Fund

     30,590        43,572   

Vanguard Target Retirement 2015 Fund

     338,685        218,283   

Vanguard Target Retirement 2020 Fund

     404,639        245,032   

Vanguard Target Retirement 2025 Fund

     587,443        287,456   

Vanguard Target Retirement 2030 Fund

     619,197        297,207   

Vanguard Target Retirement 2035 Fund

     602,512        263,628   

Vanguard Target Retirement 2040 Fund

     427,157        187,205   

Vanguard Target Retirement 2045 Fund

     351,648        148,839   

Vanguard Target Retirement 2050 Fund

     278,961        123,059   

Vanguard Target Retirement 2055 Fund

     39,433        4,288   

Vanguard Target Retirement 2060 Fund

     4,559        607   

Vanguard Target Retirement Income Fund

     9,434        10,962   

Vanguard Wellington Fund

     345,815        212,687   

Vanguard Total Bond Market Index Fund

     (5,103     (386

Vanguard Total Int’l Stock Index Fund

     16,355        1,426   

Vanguard 500 Index Fund

     359,957        8,925   

Vanguard Extended Market Index Fund

     253,874        (23,114
  

 

 

   

 

 

 

Totals

   $ 9,836,269      $ 4,842,861   
  

 

 

   

 

 

 

 

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CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Note 4—Related party transactions:

The Trustee is provided with the authority to invest, sell, dispose of or otherwise deal with such assets held in trust based on the most recent agreement effective October 1, 2008 with the Company. Certain Plan investments are in shares of mutual funds and managed by the Trustee and, therefore, these transactions qualify as party-in-interest transactions.

The Company is also a party-in-interest to the Plan under the definition provided in Section 3(14) of ERISA. Therefore, the Company’s common stock transactions qualify as party-in-interest transactions.

Note 5—Plan termination:

The Company intends to continue the Plan indefinitely, but reserves the right to terminate it at any time, subject to the provisions of ERISA. Upon termination of the Plan or upon complete discontinuance of contributions, all participants will become fully vested in their account balances under the Plan.

Note 6—Tax status:

The Internal Revenue Service (the “IRS”) has determined and informed the Company by letter dated September 17, 2013, that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Internal Revenue Code (the “Code”). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has concluded that the Plan has taken no uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.

 

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CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Note 7—Risks and uncertainties:

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Note 8—Fair value measurements:

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

 

  Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

  Level 2: Inputs to the valuation methodology include:

 

   

quoted prices for similar assets or liabilities in active markets;

 

   

quoted prices for identical or similar assets or liabilities in inactive markets;

 

   

inputs other than quoted prices that are observable for the asset or liability;

 

   

inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

 

  Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

 

14


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CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2013 and 2012.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Collective trust fund: Valued at the NAV of units of a bank collective trust. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.

The following tables set forth a summary of the Plan’s investments with a reported NAV at December 31, 2013 and 2012:

 

    

Fair Value Estimated Using Net Asset Value per Share December 31, 2013

Investment

   Fair Value    Unfunded

Commitment

   Redemption

Frequency

   Other

Redemption

Restrictions

   Redemption

Notice

Period

Vanguard Retirement Savings

Trust III

   $13,374,991    None    Immediate    None    None
    

Fair Value Estimated Using Net Asset Value per Share December 31, 2012

              

Investment

   Fair Value    Unfunded

Commitment

   Redemption

Frequency

   Other

Redemption

Restrictions

   Redemption

Notice

Period

Vanguard Retirement Savings

Trust IV

   $ 14,678,451    None    Immediate    None    None

 

15


Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2013 and 2012. The following tables do not include the Plan’s interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans because that information is presented in a separate disclosure (see Note 11).

 

2013

   Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Mid cap equity securities

   $ 4,012,618             $ 4,012,618   

Small cap equity securities

     3,008,216               3,008,216   

Large and mid cap value stocks and bonds

     3,235,799               3,235,799   

International equities

     3,118,547               3,118,547   

Growth and income funds

     12,888,269               12,888,269   

Index funds

     3,393,348               3,393,348   

Bond funds

     4,896,025               4,896,025   

Target date funds

     27,668,038               27,668,038   

Money market funds

     246,422               246,422   

Common collective trusts

      $ 13,374,991            13,374,991   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets excluding Plan’s interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans

   $ 62,467,282       $ 13,374,991         —         $ 75,842,273   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

2012

   Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Mid cap equity securities

   $ 2,961,412             $ 2,961,412   

Small cap equity securities

     2,055,477               2,055,477   

Large and mid cap value stocks and bonds

     2,761,349               2,761,349   

International equities

     2,855,159               2,855,159   

Growth and income funds

     8,923,372               8,923,372   

Index funds

     1,814,147               1,814,147   

Bond funds

     5,660,859               5,660,859   

Target date funds

     20,102,924               20,102,924   

Money market funds

     455,592               455,592   

Common collective trusts

      $ 14,678,451            14,678,451   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets excluding Plan’s interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans

   $ 47,590,291       $ 14,678,451         —         $ 62,268,742   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

16


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CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Note 9—Reconciliation of financial statements to Form 5500:

The following is a reconciliation of amounts reported in the 2013 and 2012 financial statements to amounts reported in the 2013 and 2012 Form 5500:

 

     2013     2012  

Net assets available for benefits, per the financial statements

   $ 127,971,159      $ 107,878,661   

Adjustment from contract value to fair value for full benefit-responsive investment contracts

     362,629        738,949   
  

 

 

   

 

 

 

Net assets available for benefits, per Form 5500

   $ 128,333,788      $ 108,617,610   
  

 

 

   

 

 

 

Total additions, per the financial statements

   $ 30,397,071      $ 21,405,269   

Adjustment from contract value to fair value for full benefit-responsive investment contracts

     (376,320     (44,211
  

 

 

   

 

 

 

Total additions, per Form 5500

   $ 30,020,751      $ 21,361,058   
  

 

 

   

 

 

 

Note 10—Investment contract:

The Plan entered into a benefit-responsive investment contract with Vanguard Retirement Savings Master Trust (the “Trust”). The Trust maintains contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.

As described in Note 2, because the guaranteed investment contract is fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed investment contract. Contract value, as reported to the Plan by Vanguard and the Trust, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be less than 0% for the contracts with the Trust. Such interest rates are reviewed on a quarterly basis for resetting.

 

17


Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

 

Certain events limit the ability of the Plan to transact at contract value with the issuer. Any event outside the normal operation of the Trust that causes a withdrawal from an investment contract may result in a negative market value adjustment with respect to the withdrawal. Examples of such events include but are not limited to the following: (1) partial or complete legal termination of the Trust or a unit holder, (2) tax disqualification of the Trust or unit holder, and (3) certain Trust amendments if issuers’ consent is not obtained. The Plan administrator does not believe that the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value with participants, is probable.

Certain data related to the benefit-responsive contracts in effect in 2013 and 2012 is presented below:

 

     2013     2012  

Average yields:

    

Trust:

    

Based on actual earnings

     2.05     2.69

Based on interest rate credited to participants

     1.56     1.82

Note 11- Interest in Master Trust:

The Plan’s investment in Church & Dwight Co., Inc. common stock is held by the Trustee in a Master Trust. The Master Trust also holds the investment in Church & Dwight Co., Inc. common stock of the Church and Dwight Savings and Profit Sharing Plan for Salaried Employees. At both December 31, 2013 and 2012, the Plan’s interest in the net assets of the Master Trust were 25% and 26% respectively, and over 5% of the Plan’s net assets.

The following are the changes in net assets for the Master Trust for the years ended December 31, 2013 and 2012:

 

     2013     2012  

Net appreciation in fair value of investments

   $ 35,569,943      $ 24,043,315   

Interest and Dividends

     3,175,845        2,942,175   
  

 

 

   

 

 

 

Net investment income

     38,745,788        26,985,490   

Net transfers

     (12,776,296     (15,577,798
  

 

 

   

 

 

 

Increase in net assets

     25,969,492        11,407,692   

Net assets:

    

Beginning of year

     154,538,654        143,130,962   
  

 

 

   

 

 

 

End of year

   $ 180,508,146      $ 154,538,654   
  

 

 

   

 

 

 

Net assets, investment income and gains or losses are allocated to the plans based on shares held by each plan’s participants. Investments in Church & Dwight Co., Inc common stock are carried at fair value (Level 1) as described in Note 8.

 

18


Table of Contents

CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

HOURLY EMPLOYEES

EIN #13-4996950

Plan #006

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

(Schedule H, Line 4i)

DECEMBER 31, 2013

 

Identity of Issue, Borrower, Lessor or Similar Party

   Investment
Description
   Cost      Current Value  

JP Morgan Mid Cap Value

   Mutual Fund    $ 904,711       $ 1,041,063   

Munder Mid Cap Growth Fund

   Mutual Fund      1,742,950         2,971,555   

Neuberger Berman Genesis Fund

   Mutual Fund      3,088,333         3,008,216   

PIMCO Total Return Fund

   Mutual Fund      4,845,964         4,787,616   

T. Rowe Price Blue Chip Growth Fund

   Mutual Fund      5,238,237         9,608,320   

Thornburg International Value Fund

   Mutual Fund      2,780,048         2,872,915   

Van Kampen Growth & Income Fund

   Mutual Fund      2,435,980         3,279,949   

*Vanguard Extended Market Index Fund

   Mutual Fund      1,361,585         1,392,592   

*Vanguard Index Fund

   Mutual Fund      1,944,755         2,000,756   

*Vanguard Prime Money Market

   Mutual Fund      246,422         246,422   

*Vanguard Target Retirement 2010

   Mutual Fund      401,025         483,414   

*Vanguard Target Retirement 2015

   Mutual Fund      3,383,938         4,000,618   

*Vanguard Target Retirement 2020

   Mutual Fund      2,701,137         3,426,253   

*Vanguard Target Retirement 2025

   Mutual Fund      3,608,309         4,580,023   

*Vanguard Target Retirement 2030

   Mutual Fund      3,284,623         4,304,175   

*Vanguard Target Retirement 2035

   Mutual Fund      2,959,749         3,851,340   

*Vanguard Target Retirement 2040

   Mutual Fund      1,927,605         2,547,322   

*Vanguard Target Retirement 2045

   Mutual Fund      1,648,942         2,119,929   

*Vanguard Target Retirement 2050

   Mutual Fund      1,287,177         1,620,146   

*Vanguard Target Retirement 2055

   Mutual Fund      239,932         278,093   

*Vanguard Target Retirement 2060

   Mutual Fund      44,559         49,708   

*Vanguard Target Retirement Inc

   Mutual Fund      388,342         407,017   

*Vanguard Total Bond Market Signal

   Mutual Fund      112,158         108,409   

*Vanguard Total International Stock Fund

   Mutual Fund      231,299         245,632   

*Vanguard Wellington Fund

   Mutual Fund      3,317,634         3,235,799   

*Vanguard Retirement Savings Trust III

   Collective Trust      13,012,362         13,374,991   

*Participant Loans

(various maturity dates with interest rates ranging from 4.25% to 9.25%)

   Loan      —           1,809,350   
     

 

 

    

 

 

 

Totals

      $ 63,137,776       $ 77,651,623   
     

 

 

    

 

 

 

*Party-in-interest.

See Report of Independent Registered Public Accounting Firm.

 

19


Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

Church & Dwight Co., Inc. Profit Sharing Plan for Hourly Employees

Date: June 27, 2014     By:   /s/ Charles Witherspoon Jr.
    Name:   Charles Witherspoon Jr.
    Title:   Vice President and Treasurer, Church & Dwight Co., Inc.