UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission File Number 1-10585
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN
FOR HOURLY EMPLOYEES
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B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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CHURCH & DWIGHT CO., INC.
469 NORTH HARRISON STREET
PRINCETON, NEW JERSEY 08543-5297
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
SALARIED EMPLOYEES
Table of Contents
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Page
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Financial Statements and Supplemental Schedule:
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Financial Statements:
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| 5 | ||
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Supplemental Schedule:
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| 18 | ||
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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.
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Exhibit:
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23.1 Consent of Independent Registered Public Accounting Firm
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Report of Independent Registered Public Accounting Firm
To The Retirement and Administrative Committee, Plan Administrator and Participants
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 as of December 31, 2011 and 2010, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Hourly Employees as of December 31, 2011 and 2010, and the changes in its 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 2011 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 audit of the 2011 basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the 2011 basic financial statements taken as a whole.
/s/ J.H. Cohn LLP
Roseland, New Jersey
June 25, 2012
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2011 AND 2010
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ASSETS
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2011
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2010
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||||||
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Investments, at fair value:
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||||||||
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Church & Dwight Co., Inc. common stock
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$ | 36,776,689 | $ | 30,153,275 | ||||
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Mutual funds
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44,487,592 | 48,285,866 | ||||||
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Collective trusts
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16,912,579 | 16,094,863 | ||||||
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Totals
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98,176,860 | 94,534,004 | ||||||
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Receivables
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||||||||
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Notes receivable from participant
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1,543,297 | 1.589.912 | ||||||
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Employer contributions
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3,126,725 | 3,354,008 | ||||||
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Totals
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4,670,022 | 4,943,920 | ||||||
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Net assets available for benefits, at fair value
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102,846,882 | 99,477,924 | ||||||
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Adjustment from fair value to contract value for interest in collective trusts relating to fully benefit-responsive investment contracts
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(783,160 | ) | (633,785 | ) | ||||
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Net assets available for benefits
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$ | 102,063,722 | $ | 98,844,139 | ||||
See Notes to Financial Statements.
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, 2011 AND 2010
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2011
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2010
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Additions to net assets attributable to:
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Investment income:
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Net appreciation in fair value of investments
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$ | 8,437,822 | $ | 8,861,829 | |||||||
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Dividend and interest income
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1,941,227 | 1,738,746 | |||||||||
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Totals
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10,379,049 | 10,600,575 | |||||||||
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Contributions:
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|||||||||||
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Participant
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2,250,015 | 2,185,190 | |||||||||
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Employer
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3,996,124 | 4,174,576 | |||||||||
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Totals
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6,246,139 | 6,359,766 | |||||||||
| Interest income on notes receivable from participants | 76,545 | 86,414 | |||||||||
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Other additions
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24,744 | 928 | |||||||||
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Totals
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101,289 | 87,342 | |||||||||
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Total additions
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16,726,477 | 17,047,683 | |||||||||
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Deductions from net assets attributable to:
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Distributions to participants
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12,891,672 | 8,246,483 | |||||||||
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Other deductions
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19,853 | 2,875 | |||||||||
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Total deductions
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12,911,525 | 8,249,358 | |||||||||
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Net increase in plan assets before transfers
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3,814,952 | 8,798,325 | |||||||||
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Transfers to other plans
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(595,369 | ) | (85,597 | ) | |||||||
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Net increase in plan assets after transfers
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3,219,583 | 8,712,728 | |||||||||
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Net assets available for benefits:
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|||||||||||
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Beginning of year
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98,844,139 | 90,131,411 | |||||||||
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End of year
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$ | 102,063,722 | $ | 98,844,139 | |||||||
See Notes to Financial Statements.
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- 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.
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of Plan (continued):
General (continued):
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 and any non-union hourly-paid employees of Armkel, LLC.
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.
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.
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of Plan (continued):
General (concluded):
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 401K (effective July 1, 2009) and/or post-tax contributions of 1% to 6% of compensation provided, however, that all contributions are in fixed multiples of 1%. The Company matches $0.50 for each $1.00 of each participant’s pre-tax Roth 401K or post-tax contribution up to the first 6%. Participants may also elect to make additional pre-tax, Roth 401K 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.
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%.
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of Plan (continued):
Contributions (concluded):
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 from a Roth IRA.
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. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
Vesting:
Participants are fully vested at all times in the value of their pre-tax Roth 401K or post-tax contributions and rollover contributions. 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:
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Service
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Vested Percentage
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Less than 2 years
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0 | % | ||
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2 years but less than 3 years
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25 | |||
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3 years but less than 4 years
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50 | |||
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4 years but less than 5 years
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75 | |||
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5 years or more
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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.
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of Plan (concluded):
Vesting (concluded):
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.
Forfeitures:
Forfeitures of non-vested Company matching and profit-sharing contributions are used to reduce future Company contributions. During the years ended December 31, 2011 and 2010, Company matching and profit-sharing contributions were reduced by $315,864 and $322,278, respectively, for such forfeitures. The amount in the forfeitures account was $391,636 and $379,880 as of December 31, 2011 and 2010, respectively.
Note 2 - Summary of significant accounting policies:
Basis of presentation:
The accompanying financial statements are prepared under the accrual method 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 statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the full benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis.
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 2 - Summary of significant accounting policies (concluded):
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.
Investment valuation and income recognition:
Investments in mutual funds are carried at market 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. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.
Payment of benefits:
Benefits are recorded when paid.
Reclassifications:
Certain amounts in the 2010 financial statements have been reclassified to conform to the current year presentation.
Note 3 - Investments:
The following table presents investments that represent 5% or more of the Plan’s net assets at December 31, 2011 and 2010:
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2011
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2010
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Church & Dwight Co., Inc. common stock
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$ | 36,776,689 | $ | 30,153,275 | ||||
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Vanguard Retirement Savings Trust IV
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16,912,579 | 16,094,863 | ||||||
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T. Rowe Price Blue Chip Growth Fund
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7,084,859 | 7,127,379 | ||||||
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Pimco Total Return Bond Fund
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5,268,288 | 5,693,259 | ||||||
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 3 - Investments (concluded):
The Plan’s investment assets appreciated (depreciated) in fair value as determined by quoted market prices as follows:
|
2011
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2010
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|||||||
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Church & Dwight Co., Inc. common stock
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$ | 9,218,051 | $ | 4,035,365 | ||||
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Columbia Mid Cap Value Fund
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(44,508 | ) | 183,233 | |||||
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Munder Mid Cap Core Growth Fund
|
8,088 | 499,427 | ||||||
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Neuberger Berman Genesis Fund
|
55,361 | 440,138 | ||||||
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PIMCO Total Return Bond Fund
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5,971 | (6,331 | ) | |||||
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T. Rowe Price Blue Chip Growth Fund
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143,266 | 947,602 | ||||||
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Thornburg International Value Fund
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(414,800 | ) | 434,898 | |||||
|
Van Kampen Growth & Income Fund
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(53,055 | ) | 243,877 | |||||
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Vanguard S&P 500 Index Fund
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(2,889 | ) | 149,631 | |||||
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Vanguard Small Cap Index Fund
|
22,484 | 143,442 | ||||||
|
Vanguard Target Retirement 2005 Fund
|
3,893 | 8,755 | ||||||
|
Vanguard Target Retirement 2010 Fund
|
13,345 | 70,900 | ||||||
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Vanguard Target Retirement 2015 Fund
|
(29,075 | ) | 219,331 | |||||
|
Vanguard Target Retirement 2020 Fund
|
(52,914 | ) | 220,237 | |||||
|
Vanguard Target Retirement 2025 Fund
|
(69,068 | ) | 250,986 | |||||
|
Vanguard Target Retirement 2030 Fund
|
(94,693 | ) | 252,680 | |||||
|
Vanguard Target Retirement 2035 Fund
|
(100,301 | ) | 217,381 | |||||
|
Vanguard Target Retirement 2040 Fund
|
(76,504 | ) | 164,314 | |||||
|
Vanguard Target Retirement 2045 Fund
|
(68,561 | ) | 104,971 | |||||
|
Vanguard Target Retirement 2050 Fund
|
(53,741 | ) | 71,625 | |||||
|
Vanguard Target Retirement 2055 Fund
|
(1,754 | ) | ||||||
|
Vanguard Target Retirement Income Fund
|
1,252 | 2,803 | ||||||
|
Vanguard Wellington Fund
|
27,974 | 206,564 | ||||||
|
Totals
|
$ | 8,437,822 | $ | 8,861,829 | ||||
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 4 - Nonparticipant-directed investments:
Effective July 1, 2009, the first 1% of the profit sharing contribution percentage is a nonparticipant directed investment and the Company matching contribution for participants with less than 3 years of service are no longer nonparticipant directed investments.
Note 5 - 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 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 6 - 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 7 - Tax status:
The Internal Revenue Service (the “IRS”) has determined and informed the Company by letter dated August 20, 2003, 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.
A Determination Letter Application was filed with the IRS on January 31, 2011 for continued qualification of the Plan. To date, no response from the IRS has been forthcoming.
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 analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011 and 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 7 - Tax status (concluded):
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 2008.
Note 8 - 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 9 - Fair value measurements:
On January 1, 2008, the Plan adopted a Financial Accounting Standards Board ("FASB") fair value measurements accounting standard, which defines fair value and establishes a framework for measuring fair value. That framework provides a
fair value hierarchy that hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the FASB standard are described as follows:
|
|
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
|
|
|
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in inactive markets; or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data.
|
|
|
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
|
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 9 - Fair value measurements (continued):
Financial assets carried at fair value at December 31, 2011 are classified in the table below in one of the three categories described above:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
| Church & Dwight Co., Inc. common stock | $ | 36,776,689 | - | - | $ | 36,776,689 | ||||||||||
|
Mutual funds
|
||||||||||||||||
|
Mid cap equity securities
|
3,063,452 | - | - | 3,063,452 | ||||||||||||
|
Small cap equity securities
|
2,524,837 | - | - | 2,524,837 | ||||||||||||
| Large and mid cap value stocks and bonds | 2,803,607 | - | - | 2,803,607 | ||||||||||||
|
International equities
|
2,658,914 | - | - | 2,658,914 | ||||||||||||
|
Growth and income funds
|
8,967,133 | - | - | 8,967,133 | ||||||||||||
|
Index funds
|
2,189,614 | - | - | 2,189,614 | ||||||||||||
|
Bond funds
|
5,268,288 | - | - | 5,268,288 | ||||||||||||
|
Target date funds
|
16,615,430 | - | - | 16,615,430 | ||||||||||||
|
Money market funds
|
396,317 | - | - | 396,317 | ||||||||||||
|
Common collective trusts
|
- | $ | 16,912,579 | 16,912,579 | ||||||||||||
|
Totals
|
$ | 81,264,281 | $ | - | $ | 16,912,579 | $ | 98,176,860 | ||||||||
Financial assets carried at fair value at December 31, 2010 are classified in the table below in one of the three categories described above:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Church & Dwight co., Inc. common stock
|
$ | 30,153,275 | - | - | $ | 30,153,275 | ||||||||||
|
Mutual funds
|
||||||||||||||||
|
Mid cap equity securities
|
3,897,745 | - | - | 3,897,745 | ||||||||||||
|
Small cap equity securities
|
2,562,718 | - | - | 2,562,718 | ||||||||||||
|
Large and mid cap value stocks and bonds
|
2,929,091 | - | - | 2,929,091 | ||||||||||||
|
International equities
|
4,077,447 | - | - | 4,077,447 | ||||||||||||
|
Growth and income funds
|
9,448,500 | - | - | 9,448,500 | ||||||||||||
|
Index funds
|
2,267,908 | - | - | 2,267,908 | ||||||||||||
|
Bond funds
|
5,693,259 | - | - | 5,693,259 | ||||||||||||
|
Target date funds
|
17,029,328 | - | - | 17,029,328 | ||||||||||||
|
Money market funds
|
379,870 | - | - | 379,870 | ||||||||||||
|
Common collective trusts
|
- | - | $ | 16,094,863 | 16,094,863 | |||||||||||
|
Totals
|
$ | 78,439,141 | $ | - | $ | 16,094,863 | $ | 94,534,004 | ||||||||
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 9 - Fair value measurements (continued):
Equity securities, mutual funds and company common stock are valued using market prices on active markets (Level 1). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.
Level Three Gains and Losses:
Level 3 Assets
Year Ended December 31, 2011
|
Common Collective Trust
|
||||
|
Balance, beginning of year
|
$ | 16,094,863 | ||
|
Dividends and interest
|
481,884 | |||
|
Unrealized loss
|
(332,509 | ) | ||
|
Purchases
|
6,890,286 | |||
|
Sales
|
(6,221,945 | ) | ||
|
Balance, end of year
|
$ | 16,912,579 | ||
Common collective trust
The Plan’s interest in the common collective trust is valued based on information reported by the investment advisor using the audited financial statements of the common collective trust at year end. The net asset value is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 10 - Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of amounts reported in the 2011 and 2010 financial statements to amounts reported in the 2011 and 2010 Form 5500:
|
2011
|
2010
|
|||||||
|
Net assets available for benefits, per the financial statements
|
$ | 102,063,722 | $ | 98,844,139 | ||||
|
Adjustment from contract value to fair value for full benefit-responsive investment contracts
|
783,160 | 633,785 | ||||||
|
Net assets available for benefits, per Form 5500
|
$ | 102,846,882 | $ | 99,477,924 | ||||
|
Net appreciation in fair value of investments, per the financial statements
|
$ | 8,437,822 | $ | 8,861,829 | ||||
|
Adjustment from contract value to fair value for full benefit-responsive investment contracts
|
149,375 | 289,404 | ||||||
|
Net appreciation in fair value of investments, per Form 5500
|
$ | 8,587,197 | $ | 9,151,233 | ||||
CHURCH & DWIGHT CO., INC.
SAVINGS AND PROFIT SHARING PLAN FOR
HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Note 11 - Investment Contract:
The Plan entered into a benefit-responsive investment contract with Vanguard Retirement Services 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.
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 2011 and 2010 is presented below:
|
2011
|
2010
|
|||||||
|
Average yields:
|
||||||||
|
Trust:
|
||||||||
|
Based on actual earnings
|
3.26 | % | 3.58 | % | ||||
|
Based on interest rate credited to participants
|
2.69 | % | 1.97 | % | ||||
Note 12 - 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 December 31, 2011 and 2010, the Plan’s interest in the net assets of the master trust were 26% and 27%, respectively. Total investments held by the Master Trust at December 31, 2011 and 2010 consisted of Church & Dwight Co., Inc common stock with a fair value of $143,130,962 and $113,181,592, respectively. Investment income for the years ended December 31, 2011 and 2010 consisted of interest and dividends of $2,173,595 and $1,044,985, respectively. Net appreciation in fair value for the years ended December 31, 2011 and 2010 was $35,807,866 and $14,553,523, respectively. 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 9.
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, 2011
|
Identity of Issue, Borrower, Lessor or Similar Party
|
Investment Description
|
Cost
|
Current Value
|
|||||||
|
*Church & Dwight Co., Inc
|
Common Stock
|
$ | 13,029,291 | $ | 36,776,689 | |||||
|
Columbia Mid Cap Value Fund Class Z
|
Mutual Fund
|
720,741 | 811,036 | |||||||
|
Munder Mid Cap Core Growth Fund
|
Mutual Fund
|
1,854,075 | 2,252,416 | |||||||
|
Neuberger Berman Genesis Fund
|
Mutual Fund
|
2,225,128 | 2,524,837 | |||||||
|
PIMCO Total Return Bond Fund
|
Mutual Fund
|
5,162,897 | 5,268,288 | |||||||
|
T. Rowe Price Blue Chip Growth Fund
|
Mutual Fund
|
5,779,331 | 7,084,859 | |||||||
|
Thornburg International Value Fund
|
Mutual Fund
|
2,603,396 | 2,658,913 | |||||||
|
Van Kampen Growth & Income Fund
|
Mutual Fund
|
1,743,466 | 1,882,274 | |||||||
|
*Vanguard 500 Index Fund
|
Mutual Fund
|
1,157,060 | 1,312,028 | |||||||
|
*Vanguard Prime Money Market Fund
|
Mutual Fund
|
396,317 | 396,317 | |||||||
|
*Vanguard Small Cap Index Fund
|
Mutual Fund
|
785,530 | 877,586 | |||||||
|
*Vanguard Target Retirement 2005 Fund
|
Mutual Fund
|
179,736 | 192,699 | |||||||
|
*Vanguard Target Retirement 2010 Fund
|
Mutual Fund
|
579,208 | 627,496 | |||||||
|
*Vanguard Target Retirement 2015 Fund
|
Mutual Fund
|
2,290,567 | 2,452,109 | |||||||
|
*Vanguard Target Retirement 2020 Fund
|
Mutual Fund
|
2,324,393 | 2,526,714 | |||||||
|
*Vanguard Target Retirement 2025 Fund
|
Mutual Fund
|
2,361,180 | 2,531,093 | |||||||
|
*Vanguard Target Retirement 2030 Fund
|
Mutual Fund
|
2,270,013 | 2,448,307 | |||||||
|
*Vanguard Target Retirement 2035 Fund
|
Mutual Fund
|
2,008,333 | 2,138,661 | |||||||
|
*Vanguard Target Retirement 2040 Fund
|
Mutual Fund
|
1,370,172 | 1,456,817 | |||||||
|
*Vanguard Target Retirement 2045 Fund
|
Mutual Fund
|
1,093,180 | 1,161,908 | |||||||
|
*Vanguard Target Retirement 2050 Fund
|
Mutual Fund
|
931,391 | 964,577 | |||||||
|
*Vanguard Target Retirement 2055 Fund
|
Mutual Fund
|
27,018 | 25,513 | |||||||
|
*Vanguard Target Retirement Income Fund
|
Mutual Fund
|
84,914 | 89,537 | |||||||
|
*Vanguard Wellington Fund
|
Mutual Fund
|
2,489,073 | 2,803,607 | |||||||
|
*Vanguard Retirement Savings Trust IV
|
Collective Trust
|
16,129,419 | 16,912,579 | |||||||
| 69,595,829 | 98,176,860 | |||||||||
|
*Notes receivable from participants (various maturity dates with interest rates ranging from 4.25% to 9.25%)
|
Loan
|
- | 1,543,297 | |||||||
|
Totals
|
$ | 69,595,829 | $ | 99,720,157 | ||||||
*Party-in-interest.
See Report of Independent Registered Public Accounting Firm.
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 Salaried Employees
|
|||
|
Date:
|
June 25, 2012
|
By:
|
/s/ Jacquelin J. Brova
|
|
Name:
|
Jacquelin J. Brova
|
||
|
Title:
|
Executive Vice President, Human Resources
|
||
|
Church & Dwight Co., Inc.
|
|||