8-KOther Events

CHURCH & DWIGHT CO INC /DE/ 8-K Report, Corporate Update (Dec 6, 2010)

Filed December 6, 2010For Securities:CHD

Summary

This Form 8-K filing by Church & Dwight Co., Inc. (CHD) on December 6, 2010, announces a significant event related to its employee pension plan. The company has taken steps to transfer its pension benefit obligations by purchasing a non-participating group annuity contract from Principal Life Insurance Company for former and current employees with vested benefits, and those already receiving benefits. Additionally, an existing annuity contract with Aetna was converted to a non-participating status. These transactions, effective December 1, 2010, effectively transfer virtually the entire pension benefit obligation, relieving the company of primary responsibility pending final IRS determination for plan termination. While this action strengthens the company's balance sheet by de-risking its pension obligations, it will result in a one-time pre-tax charge to earnings of approximately $24 million, or $0.21 per share, in the fourth quarter of 2010. The purchase price for the annuity contracts was approximately $63 million, funded from plan assets and a $14 million pre-tax ( $9 million after-tax) company contribution.

Key Highlights

  • 1Church & Dwight has entered into agreements to settle its pension benefit obligations.
  • 2A non-participating group annuity contract was purchased from Principal Life Insurance Company for plan participants.
  • 3An existing annuity contract with Aetna Insurance Company was modified to a non-participating status.
  • 4These transactions are intended to transfer virtually the entire pension benefit obligation from the company.
  • 5The company expects to record a one-time pre-tax charge of approximately $24 million ( $0.21 per share) in Q4 2010 due to these events.
  • 6The total cost of the annuity contracts was approximately $63 million, funded by plan assets and a company contribution.
  • 7The company is awaiting final IRS determination to officially terminate the Pension Plan.

Frequently Asked Questions

The main purpose of this filing is to inform investors about Church & Dwight's actions to transfer its pension benefit obligations by entering into annuity contracts for its hourly employees' retirement plan.

The company will record a one-time charge to earnings in the fourth quarter of 2010 of approximately $24 million pre-tax, which translates to about $0.21 per share. This charge is related to the settlement of the pension obligations.

The purchase price of approximately $63 million was funded from the assets of the Pension Plan itself, along with a one-time payment of approximately $14 million ( $9 million after-tax) made by the Company.

While these irrevocable commitments effectively relieve the company of primary responsibility for the pension obligation, the filing states that the company is awaiting final Internal Revenue Service determination to complete the formal termination of the Pension Plan.