chd-8k_20161231.htm

To the Retirement and Administrative Committee, Plan Administrator and Participants of Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Salaried 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 Salaried Employees (the "Plan") as of December 31, 2016 and 2015, 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 audits 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 its internal control over financial reporting. Our audits 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, 2016 and 2015, 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.

The supplemental information in the accompanying schedule of assets (held at end of year) (Schedule H, Line 4i) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 in the accompanying schedule, 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 in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

	2016		2015
Additions to net assets attributable to:
Investment income:
Net appreciation (depreciation) in fair value of investments	$	12,299,243	$	(8,601,124	)
Plan’s interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans investment income		6,438,678		11,425,843
Plan’s interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans dividend income		2,832,324		2,526,829
Dividend and interest income		9,472,038		10,712,357
Totals		31,042,283		16,063,905
Contributions:
Employee		12,759,304		13,461,862
Employer		15,426,417		12,915,105
Totals		28,185,721		26,376,967
Interest income on notes receivable from participants		88,579		87,082
Other additions		200,659		184,463
Totals		289,238		271,545
Total additions		59,517,242		42,712,417
Deductions from net assets attributable to:
Distributions to participants		24,211,476		27,443,108
Other deductions		151,513		140,380
Total deductions		24,362,989		27,583,488
Net increase in Plan assets before transfers		35,154,253		15,128,929
Transfers from other plans, net		420,410		643,136
Net increase in Plan assets after transfers		35,574,663		15,772,065
Net assets available for benefits:
Beginning of year		459,154,076		443,382,011
End of year	$	494,728,739	$	459,154,076

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 Plan document for a more complete description of the Plan's provisions.

The Plan is qualified under Internal Revenue Code Section 401(k) and provides for a savings element, including employee contributions and employer matching contributions, and also 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 2, 2015, the Company acquired the assets of Varied Industries Corporation (“VI-COR Acquisition”). In connection with the VI-COR Acquisition, all Mason City employees became eligible for employee and employer matching contributions as of the date of acquisition, and starting January 1, 2016 were eligible to receive profit sharing contributions.

On January 4, 2016, the Company acquired Spencer Forrest, Inc. (the “Toppik Acquisition”). In connection with the Toppik Acquisition, no former Spencer Forrest, Inc. employees were eligible to participate in the Plan for 2016. Effective January 1, 2017, the Plan was amended to permit these employees to participate in the Plan.

Effective January 1, 2015, participant contributions will be 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 1 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 (“HCEs”) 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.

Effective January 1, 2014, 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 (the “Board”) in its discretion deems appropriate to Plan participants eligible as of December 31. The minimum contribution shall be 3%, 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.

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.

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 match and profit sharing contributions for employees hired after that date vest in the same time frame as shown below:

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.

Employees who are approved for long-term disability prior to January 1, 2015 are eligible for continuing profit sharing contributions for up to two years provided they do not take a distribution of their profit sharing account. Participants approved prior to January 1, 2015 with 20 or more years of service at the onset of their disability are subject to different limits.

Employees who are approved for long-term disability on or after January 1, 2015 are eligible for a profit sharing contribution for the actual compensation earned prior to being approved for long-term disability.

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 may be taken as a lump sum cash payment or as a rollover contribution to a qualified plan or individual retirement account. In-kind distributions of Company common stock are also permitted. On July 1, 2014, the Plan was amended to allow installment payments as an option for terminated employees. Terminated employees with a balance of over $5,000 also have an option to defer payment until age 70^1/2.

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 $1,009,910 and $1,078,415 for such forfeitures during the years ended December 31, 2016 and 2015, respectively. The amount in the forfeitures account was $1,029,168 and $1,096,659 as of December 31, 2016 and 2015, respectively.

Certain of the Plan’s investment assets are held in a trust account at Vanguard Fiduciary Trust Company (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 & 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.

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”).

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.

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.

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 (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

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, 2016 or 2015. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan document.

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.

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.

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.

The Internal Revenue Service (the “IRS”) has determined and informed the Company by letter dated January 18, 2017, which superseded the previous letter dated September 19, 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 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 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 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.

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.

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, 2016 and 2015.

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, 2016 and 2015:

Fair Value Estimated Using Net Asset Value per Share December 31, 2016

Investment

Fair Value

Unfunded Commitment

Redemption Frequency

Other

Redemption

Restrictions

Redemption

Notice

Period

Vanguard Retirement Savings Trust III

35,456,953

None

Immediate

None

Fair Value Estimated Using Net Asset Value per Share December 31, 2015

Investment

Fair Value

Unfunded Commitment

Redemption Frequency

Other

Redemption

Restrictions

Redemption

Notice

Period

Vanguard Retirement Savings Trust III

33,064,672

None

Immediate

None

The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2016 and 2015. 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).

2016	Level 1		Level 2		Level 3		Total
Mutual funds	$	283,211,932		-		-	$	283,211,932
Money market fund		1,317,029		-		-		1,317,029
Total assets in the fair value hierarchy		284,528,961		-		-		284,528,961
Investments measured at net asset value^(a)		-		-		-		35,456,953
Total assets excluding Plan's interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans	$	284,528,961	$	-	$	-	$	319,985,914

2015	Level 1		Level 2		Level 3		Total
Mutual funds	$	255,403,864		-		-	$	255,403,864
Money market fund		1,332,482		-		-		1,332,482
Total assets in the fair value hierarchy		256,736,346		-		-		256,736,346
Investments measured at net asset value^(a)		-		-		-		33,064,672
Total assets excluding Plan's interest in the Church & Dwight Co., Inc. Master Trust for Salaried and Hourly 401(k) Plans	$	256,736,346	$	-	$	-	$	289,801,018

The following is a reconciliation of amounts reported in the 2016 and 2015 financial statements to amounts reported in the 2016 and 2015 Form 5500. The difference 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.

	2016			2015

Net assets available for benefits, per the financial statements	$	494,728,739		$	459,154,076
Adjustment for fully benefit-responsive investment contracts		297,818			558,754
Net assets available for benefits, per Form 5500	$	495,026,557		$	459,712,830
Total additions, per the financial statements	$	59,517,242		$	42,712,417
Adjustment for fully benefit-responsive investment contracts		(260,936	)		(438,088	)
Total additions, per Form 5500	$	59,256,306		$	42,274,329

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, 2016 and 2015, the Plan’s interest in the net assets of the Master Trust were $163,183,025 and $159,887,320, respectively.

The following are the changes in net assets for the Master Trust for the years ended December 31, 2016 and 2015:

	2016			2015
Net appreciation in fair value of investments	$	8,441,367		$	15,340,579
Interest and Dividends		3,860,956			3,395,057
Net Investment Income		12,302,323			18,735,636
Net transfers		(4,639,423	)		(7,908,897	)
Increase in net assets		7,662,900			10,826,739
Net Assets:
Beginning of year		214,149,758			203,323,019
End of year	$	221,812,658		$	214,149,758

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.

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.

	Investment			Current
Identity of Issue, Borrower, Lessor or Similar Party	Description	Cost		Value
American Funds EuroPacific Growth Fund R6	Mutual Fund	$	12,065,882	$	11,022,667
Glenmede Small Cap Equity Institutional Fund	Mutual Fund		13,342,915		14,641,530
Invesco Growth and Income Fund R6	Mutual Fund		13,730,052		13,172,177
JP Morgan Mid Cap Value	Mutual Fund		12,537,165		13,556,316
Munder Mid Cap Growth Fund R6	Mutual Fund		16,862,046		13,919,319
PIMCO Total Return Institutional Fund	Mutual Fund		22,449,693		21,123,390
T. Rowe Price Institutional Large Cap Core Growth Fund	Mutual Fund		31,862,703		36,249,507
*Vanguard Extended Market Index Institutional Fund	Mutual Fund		7,633,760		8,798,549
*Vanguard Institutional Index Fund	Mutual Fund		23,158,069		27,271,764
*Vanguard Federal Money Market	Money Market		1,317,029		1,317,029
*Vanguard Target Retirement 2010	Mutual Fund		797,915		867,996
*Vanguard Target Retirement 2015	Mutual Fund		6,359,484		6,950,809
*Vanguard Target Retirement 2020	Mutual Fund		14,871,665		17,152,090
*Vanguard Target Retirement 2025	Mutual Fund		12,371,019		14,405,958
*Vanguard Target Retirement 2030	Mutual Fund		10,451,430		12,180,527
*Vanguard Target Retirement 2035	Mutual Fund		11,530,135		13,392,855
*Vanguard Target Retirement 2040	Mutual Fund		10,524,509		12,610,955
*Vanguard Target Retirement 2045	Mutual Fund		8,029,406		9,507,685
*Vanguard Target Retirement 2050	Mutual Fund		6,227,596		7,145,624
*Vanguard Target Retirement 2055	Mutual Fund		1,586,475		1,687,997
*Vanguard Target Retirement 2060	Mutual Fund		198,523		206,957
*Vanguard Target Retirement Income Investor Fund	Mutual Fund		2,474,166		2,558,662
*Vanguard Total Bond Market Index Institutional Fund	Mutual Fund		6,242,258		6,026,813
*Vanguard Total International Stock Index Fund	Mutual Fund		2,850,453		2,650,196
*Vanguard Wellington Fund	Mutual Fund		15,993,725		16,111,589
*Vanguard Retirement Savings Trust III	Collective Trust		35,456,953		35,754,771
*Participant loans (various maturity dates with interest rates ranging from 4.25% to 8.25%)	Loan		-		2,161,165
Totals		$	300,925,026	$	322,444,897

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.


	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, 2016 and 2015	3
Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2016 and 2015	4
Notes to Financial Statements	5
Supplemental Schedule:
Schedule of Assets (Held at End of Year) (Schedule H, Line 4i) December 31, 2016	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

ASSETS	2016		2015
Investments, at fair value	$	483,168,939	$	449,688,338
Receivables:
Notes receivable from participants		2,161,165		2,072,805
Employer contributions		9,398,635		7,392,933
Totals		11,559,800		9,465,738
Net assets available for benefits	$	494,728,739	$	459,154,076

	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

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

Date: June 27, 2017	By:	/s/ Daniel Melski
	Name:	Daniel Melski
	Title:	Vice President, Finance & Treasurer