chd-11k_20181231.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

 

FORM 11-K

_____________________________

(Mark One)

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

For the fiscal year ended December 31, 2018

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 SALARIED 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

 

 

 

 


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED 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, 2018 and 2017

3

Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2018 and 2017

4

Notes to Financial Statements

5

Supplemental Schedule:

 

Schedule of Assets (Held at End of Year) (Schedule H, Line 4i) December 31, 2018

12

 

 

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

 

 

1


 

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Salaried Employees (the "Plan") as of December 31, 2018 and 2017, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes to the financial statements.  In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, 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.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The schedule of assets (held at end of year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan's 2018 financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

We are uncertain as to the year we began serving consecutively as the auditor of the Plan’s financial statements; however, we are aware that we have been the Plan’s auditor consecutively since at least 2003.

 

/s/ CohnReznick LLP

Roseland, New Jersey

June 20, 2019

 

 

2


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED EMPLOYEES

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2018 AND 2017

 

 

ASSETS

2018

 

 

2017

 

Investments, at fair value

$

402,908,525

 

 

$

408,035,906

 

Plan's interest in the Church & Dwight Co., Inc. Master Trust for Salaried

   and Hourly 401(k) Plans

 

191,178,413

 

 

 

165,066,358

 

Total investments

 

594,086,938

 

 

 

573,102,264

 

Receivables:

 

 

 

 

 

 

 

Notes receivable from participants

 

2,681,807

 

 

 

2,538,738

 

Employer contributions

 

11,007,794

 

 

 

7,561,473

 

Participant contributions

 

-

 

 

 

339,011

 

Totals

 

13,689,601

 

 

 

10,439,222

 

Net assets available for benefits

$

607,776,539

 

 

$

583,541,486

 

 

 

See Notes to Financial Statements.

3


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED EMPLOYEES

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2018 AND 2017

 

 

2018

 

 

2017

 

Additions to net assets attributable to:

 

 

 

 

 

 

 

Investment income:

 

 

 

 

 

 

 

Net (depreciation) appreciation in fair value of investments

$

(41,436,939

)

 

$

44,262,848

 

Plan’s interest in the Church & Dwight Co., Inc. Master Trust

    for Salaried and Hourly 401(k) Plans investment and dividend income

 

49,415,768

 

 

 

23,818,960

 

Dividend and interest income

 

19,679,607

 

 

 

14,147,871

 

Totals

 

27,658,436

 

 

 

82,229,679

 

Contributions:

 

 

 

 

 

 

 

Employee

 

19,282,014

 

 

 

26,707,887

 

Employer

 

18,538,756

 

 

 

14,136,252

 

Totals

 

37,820,770

 

 

 

40,844,139

 

Interest income on notes receivable from participants

 

129,137

 

 

 

95,026

 

Other additions

 

197,078

 

 

 

237,719

 

Totals

 

326,215

 

 

 

332,745

 

Total additions

 

65,805,421

 

 

 

123,406,563

 

Deductions from net assets attributable to:

 

 

 

 

 

 

 

Distributions to participants

 

40,169,044

 

 

 

34,679,508

 

Other deductions

 

169,968

 

 

 

186,305

 

Total deductions

 

40,339,012

 

 

 

34,865,813

 

Net increase in Plan assets before transfers

 

25,466,409

 

 

 

88,540,750

 

Transfers (to) from other plans, net

 

(1,231,356

)

 

 

271,997

 

Net increase in Plan assets after transfers

 

24,235,053

 

 

 

88,812,747

 

Net assets available for benefits:

 

 

 

 

 

 

 

Beginning of year

 

583,541,486

 

 

 

494,728,739

 

End of year

$

607,776,539

 

 

$

583,541,486

 

 

 

See Notes to Financial Statements.

 

4


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED 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 Salaried Employees (the "Plan") provides only general information. Participants should refer to the Summary Plan Description (SPD) for a more complete description of the Plan's provisions.

General:

The Plan is qualified under Internal Revenue Code Section 401(k) and provides for a savings element, including employee contributions, employer matching contributions as well as a profit sharing element, including employer profit sharing contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

All salaried employees of the Company are eligible for participation in the Plan.

The portion of the Plan derived from account balances invested in Company stock and all contributions (including pre-tax, Roth 401(k), 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.

On January 17, 2017, the Company acquired the Viviscal business (the “Viviscal Acquisition”).  In connection with the Viviscal Acquisition, Viviscal employees were eligible to participate in the Plan for 2017, but prior service was not recognized and employees were treated as new hires.

On May 1, 2017, the Company acquired Agro Biosciences, Inc (“Agro”).  The Plan was amended on June 12, 2017 so that each regular Agro employee is eligible to participate in the Plan for 2017 and receive credit for pre-acquisition service to the same extent that they would have been credited had they been employed by the Company prior to the date of acquisition.  The June 12, 2017 amendment additionally modified the Plan to include commissions as part of eligible compensation effective May 1, 2017.  

On August 7, 2017, the Company acquired Pik Holdings, Inc. (“Waterpik”).  The Plan was amended on November 17, 2017 so that each regular Waterpik employee became eligible for employee and employer matching contributions as of the date of acquisition, and starting January 1, 2018, were eligible to receive profit sharing contributions.  The amendment also provided that each employee would receive credit for pre-acquisition service to the same extent that they would have been credited had they been employed by the Company prior to the date of acquisition.

On March 8, 2018, the Company acquired Passport Food Safety Solutions, Inc. (“Passport”).  The Plan was amended on May 1, 2018 so that each regular Passport employee is eligible to participate in the Plan for 2018 and receive credit for pre-acquisition service to the same extent that they would have been credited had they been employed by the Company prior to the date of acquisition.

Administrative expenses:

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

Contributions:

Participant contributions are matched by the Company up to 5% of eligible compensation at the rate of $1.00 for each $1.00 of participant contributions. An automatic escalation feature will increase participants’ pre-tax contributions one percentage point each year up to a maximum of 10% of eligible compensation.  Participants may opt out of escalation at any time.

Total participant contributions cannot exceed 70% of eligible compensation.  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.  

5


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED EMPLOYEES

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

All new hires become automatically enrolled in the Plan, whereby 3% pre-tax contributions would be deducted if no action is taken after 60 days of employment and will be invested in the target date retirement fund nearest the participant’s 65th birthday.  Employees have the choice to decline automatic enrollment.

Company matching contributions are directed to the fund allocation selected by the participant. However, if no allocation is on file, the contribution is made to the target date retirement fund nearest the participant’s 65th birthday. Participants specify which investment funds, in increments of 1%, that their contributions are invested in, provided that not more than 20% 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 Company’s Board of Directors in its discretion deems appropriate to Plan participants eligible as of December 31. The minimum contribution shall be 3% of eligible compensation, with the first 1% of eligible compensation invested in the Company stock fund.

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. However, if no allocation is on file, the contribution is made to the target date retirement fund nearest the participant’s 65th birthday.

A participant may 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 only accepts rollover contributions from a traditional conduit IRA.  For the years ended December 31, 2018 and 2017, employee contributions included $4,598,598 and $13,484,956 of rollovers, respectively.  The decrease in 2018 is primarily due to 2017 rollovers from the acquisition of Waterpik.  

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.

Vesting:

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

 

 

Vested

Service

 

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 or death, 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 (age 65), permanent disability (if hired prior to January 1, 2015), or death.

6


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED EMPLOYEES

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

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 vested 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% at the date of the loan. 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, installment payments or as a rollover contribution to a qualified plan or individual retirement account. Terminated employees with a balance of over $5,000 also have an option to defer payment until age 70 1/2.

Forfeitures:

Forfeitures of non-vested Company matching and profit sharing contributions are used to reduce future Company contributions. Company matching and profit sharing contributions were reduced by $1,065,163 and $921,929 for such forfeitures during the years ended December 31, 2018 and 2017, respectively. The amount in the forfeitures account was $1,124,866 and $983,657 as of December 31, 2018 and 2017, respectively.

Participation in the Master Trust:

Certain of the Plan’s investment assets are held in a trust account at Vanguard Fiduciary Trust Company (the “Trustee”) and consist of a divided interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans (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 & Dwight Co., Inc. Savings and Profit Sharing Plan for Hourly 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 on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP 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 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 and Administrative Committee determines the Plan’s valuation policies utilizing information provided by the investment advisors and the Trustee.

Investments in mutual funds are carried at fair value as determined by 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.

7


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED EMPLOYEES

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

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 (depreciation) 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 principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. No allowance for credit losses was recorded as of December 31, 2018 or 2017. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan document.

Payment of benefits:

Benefits are recorded when paid.

New accounting pronouncement:

 

In February 2017, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance that will require an employee benefit plan to report an interest in a master trust and the change in the value of that interest as separate line items on the statements of net assets available for benefits and the statements of changes in net assets available for benefits, respectively.  A plan will have to disclose the master trust’s investments and other assets and liabilities, as well as the dollar amount of its interest in these balances. Investments measured at fair value will have to be presented by general type of investment.  The guidance, which will be applied retrospectively, is effective for fiscal years beginning after December 15, 2018 with early adoption permitted.  The Company is currently evaluating the impact that adoption of the guidance will have on the Plan’s financial statements.

 

There have been no other accounting pronouncements issued but not yet adopted which are expected to have a material impact on the Plan’s financial statements.

Note 3 - Related party transactions:

The Trustee is provided with the direction 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 a collective trust 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.  

As of December 31, 2018, the Plan held 2,907,214 shares in the Company’s common stock, with a total fair value of $191,178,413.  As of December 31, 2017, the Plan held 3,290,141 shares in the Company’s common stock, with a total fair value of $165,066,358.

For the year ended December 31, 2018, the Plan purchased and sold $15,995,931 and $36,633,398 of the Company’s common stock, respectively. For the year ended December 31, 2017, the Plan purchased and sold $14,739,035 and $33,872,486 of the Company’s common stock, respectively.

Note 4 - 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 5 - Tax status:

The Internal Revenue Service (the “IRS”) has determined and informed the Company by letter dated January 18, 2017 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 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.

U.S. GAAP requires 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

8


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED EMPLOYEES

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

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.

Note 6 - 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 7 - 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 Accounting Standards Codification (“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.

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, 2018 and 2017.

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

Mutual funds and money market funds: Valued at the daily closing price as reported by the fund. Mutual funds and money market 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 and money market 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.

9


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED EMPLOYEES

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

The following tables set forth a summary of the Plan’s investments with a reported NAV at December 31, 2018 and 2017:

 

 

Fair Value Estimated Using Net Asset Value per Share December 31, 2018

Investment

 

Fair Value

 

 

Unfunded Commitment

 

Redemption Frequency

 

Other

Redemption

Restrictions

 

Redemption

Notice

Period

Vanguard Retirement Savings Trust III

 

$

48,174,361

 

 

None

 

Immediate

 

None

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Estimated Using Net Asset Value per Share December 31, 2017

Investment

 

Fair Value

 

 

Unfunded Commitment

 

Redemption Frequency

 

Other

Redemption

Restrictions

 

Redemption

Notice

Period

Vanguard Retirement Savings Trust III

 

$

35,545,174

 

 

None

 

Immediate

 

None

 

None

The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2018 and 2017. 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 9).

2018

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Mutual funds

$

353,190,588

 

 

 

-

 

 

 

-

 

 

$

353,190,588

 

Money market fund

 

1,543,576

 

 

 

-

 

 

 

-

 

 

 

1,543,576

 

Total assets in the fair value hierarchy

 

354,734,164

 

 

 

-

 

 

 

-

 

 

 

354,734,164

 

Investments measured at net asset value(a)

 

-

 

 

 

-

 

 

 

-

 

 

 

48,174,361

 

Total assets excluding Plan's interest in the Church & Dwight

     Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans

$

354,734,164

 

 

$

-

 

 

$

-

 

 

$

402,908,525

 

 

2017

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Mutual funds

$

371,161,232

 

 

 

-

 

 

 

-

 

 

$

371,161,232

 

Money market fund

 

1,329,500

 

 

 

-

 

 

 

-

 

 

 

1,329,500

 

Total assets in the fair value hierarchy

 

372,490,732

 

 

 

-

 

 

 

-

 

 

 

372,490,732

 

Investments measured at net asset value(a)

 

-

 

 

 

-

 

 

 

-

 

 

 

35,545,174

 

Total assets excluding Plan's interest in the Church & Dwight

     Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans

$

372,490,732

 

 

$

-

 

 

$

-

 

 

$

408,035,906

 

 

 

(a)

In accordance with FASB ASC 820, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits.  

Note 8 - Reconciliation of financial statements to Form 5500:

The following is a reconciliation of amounts reported in the 2018 and 2017 financial statements to amounts reported in the 2018 and 2017 Form 5500.  The difference in 2017 is due to the collective trust fund being measured at fair value on the financial statements while the Form 5500 measures the investment at contract value.

 

2018

 

 

2017

 

Total additions, per the financial statements

$

65,805,421

 

 

$

123,406,563

 

Adjustment for difference in valuation methodology

 

-

 

 

 

(297,818

)

Total additions, per Form 5500

$

65,805,421

 

 

$

123,108,745

 

Note 9 - 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 & Dwight Co., Inc. Savings and Profit Sharing Plan for Hourly Employees. At December 31, 2018 and 2017, the Plan’s interest in the net

10


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED EMPLOYEES

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

assets of the Master Trust were $191,178,413 and $165,066,358, representing approximately 74% and 73% of the Master Trust, respectively.

The following are the changes in net assets for the Master Trust for the years ended December 31, 2018 and 2017:

 

2018

 

 

2017

 

Net appreciation in fair value of investments

$

63,480,599

 

 

$

28,955,093

 

Interest and dividends

 

3,640,278

 

 

 

3,545,656

 

Net investment income

 

67,120,877

 

 

 

32,500,749

 

Net transfers

 

(33,397,656

)

 

 

(28,263,102

)

Increase in net assets

 

33,723,221

 

 

 

4,237,647

 

Net assets:

 

 

 

 

 

 

 

Beginning of year

 

226,050,305

 

 

 

221,812,658

 

End of year

$

259,773,526

 

 

$

226,050,305

 

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 7.

Note 10 - Subsequent event:

Effective January 1, 2019, the Plan was amended to incorporate certain changes to hardship withdrawals permitted by the Bipartisan Budget Act of 2018.

11


CHURCH & DWIGHT CO., INC.

SAVINGS AND PROFIT SHARING PLAN FOR

SALARIED EMPLOYEES

EIN #13-4996950

Plan #008

 

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

(Schedule H, Line 4i)

DECEMBER 31, 2018

 

 

Investment

 

 

 

 

 

Current

 

Identity of Issue, Borrower, Lessor or Similar Party

Description

 

Cost

 

 

Value

 

  American Funds EuroPacific Growth Fund R6

Mutual Fund

 

$

14,063,198

 

 

$

12,568,844

 

  Glenmede Small Cap Equity Institutional Fund

Mutual Fund

 

 

15,926,957

 

 

 

12,971,360

 

  Invesco Growth and Income Fund R6

Mutual Fund

 

 

15,096,710

 

 

 

11,582,560

 

  JP Morgan Mid Cap Value

Mutual Fund

 

 

13,323,571

 

 

 

12,625,239

 

  Munder Mid Cap Growth Fund R6

Mutual Fund

 

 

22,040,623

 

 

 

13,687,071

 

  PIMCO Total Return Institutional Fund

Mutual Fund

 

 

21,496,707

 

 

 

20,267,438

 

  T. Rowe Price Institutional Large Cap Core Growth Fund

Mutual Fund

 

 

37,113,902

 

 

 

50,290,179

 

*Vanguard Extended Market Index Institutional Fund

Mutual Fund

 

 

10,186,603

 

 

 

10,934,965

 

*Vanguard Federal Money Market

Money Market

 

 

1,543,576

 

 

 

1,543,576

 

*Vanguard Institutional Index Fund

Mutual Fund

 

 

30,321,470

 

 

 

35,798,826

 

*Vanguard Target Retirement 2015

Mutual Fund

 

 

4,551,099

 

 

 

4,568,417

 

*Vanguard Target Retirement 2020

Mutual Fund

 

 

21,604,501

 

 

 

23,055,369

 

*Vanguard Target Retirement 2025

Mutual Fund

 

 

21,157,234

 

 

 

22,922,841

 

*Vanguard Target Retirement 2030

Mutual Fund

 

 

15,265,369

 

 

 

16,986,740

 

*Vanguard Target Retirement 2035

Mutual Fund

 

 

18,232,898

 

 

 

20,117,282

 

*Vanguard Target Retirement 2040

Mutual Fund

 

 

15,036,802

 

 

 

17,131,414

 

*Vanguard Target Retirement 2045

Mutual Fund

 

 

13,936,131

 

 

 

15,156,240

 

*Vanguard Target Retirement 2050

Mutual Fund

 

 

10,415,772

 

 

 

11,292,640

 

*Vanguard Target Retirement 2055

Mutual Fund

 

 

4,389,168

 

 

 

4,343,632

 

*Vanguard Target Retirement 2060

Mutual Fund

 

 

1,085,709

 

 

 

1,035,593

 

*Vanguard Target Retirement 2065

Mutual Fund

 

 

14,467

 

 

 

13,158

 

*Vanguard Target Retirement Income Investor Fund

Mutual Fund

 

 

4,250,789

 

 

 

4,206,204

 

*Vanguard Total Bond Market Index Institutional Fund

Mutual Fund

 

 

9,412,529

 

 

 

9,105,700

 

*Vanguard Total International Stock Index Fund

Mutual Fund

 

 

6,058,913

 

 

 

5,451,418

 

*Vanguard Wellington Fund

Mutual Fund

 

 

18,095,014

 

 

 

17,077,458

 

*Vanguard Retirement Savings Trust III

Collective Trust

 

 

48,174,361

 

 

 

48,174,361

 

*Participant loans

  (various maturity dates with interest rates ranging from 4.25% to 6.25%)

Loan

 

 

-

 

 

 

2,681,807

 

Totals

 

 

$

392,794,073

 

 

$

405,590,332

 

 

*Party-in-interest

See Report of Independent Registered Public Accounting Firm.

 

12


 

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. Savings and Profit Sharing Plan for Salaried Employees

 

 

 

 

Date: June 20, 2019

By:

/s/ Daniel Melski

 

Name:

Daniel Melski

 

Title:

Vice President, Finance & Treasurer

 

 

13

chd-ex231_6.htm

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement No. 333-112547 on Form S-8 of Church & Dwight Co., Inc. of our report dated June 20, 2019 appearing in the Annual Report on Form 11-K of the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Salaried Employees as of December 31, 2018 and 2017 and for the years then ended.

/s/ CohnReznick LLP

Roseland, New Jersey

June 20, 2019