10-Q 1 chd10q-q12008.htm FORM 10-Q chd10q-q12008.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     

FORM 10-Q

     

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2008

Commission file number 1-10585
     

CHD Logo
CHURCH & DWIGHT CO., INC.
(Exact name of registrant as specified in its charter)
     

Delaware
13-4996950
     (State or other jurisdiction
(I.R.S. Employer Identification No.)
     of incorporation or organization)
 

469 North Harrison Street, Princeton, N.J. 08543-5297
(Address of principal executive office)

Registrant's telephone number, including area code:  (609) 683-5900
     

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x   No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer      x    Accelerated filer  o  
 Non-accelerated filer  o    Smaller reporting company  o  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x
As of May 1, 2008, there were 66,478,398 shares of Common Stock outstanding.
     
 


 
 

 
 


PART I - FINANCIAL INFORMATION

ITEM 1:   FINANCIAL STATEMENTS

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

 
   
Three Months Ended
 
   
March 28,
   
March 30,
 
(Dollars in thousands, except per share data)
 
2008
   
2007
 
Net Sales
  $ 552,867     $ 514,335  
Cost of sales
    328,761       314,459  
Gross Profit
    224,106       199,876  
Marketing expense
    53,485       45,852  
Selling, general and administrative expenses
    77,859       71,881  
Income from Operations
    92,762       82,143  
Equity in earnings of affiliates
    2,380       2,260  
Investment earnings
    2,569       1,633  
Other income (expense), net
    2,198       (414 )
Interest expense
    (12,505 )     (15,201 )
Income before minority interest and income taxes
    87,404       70,421  
Minority interest
    2       (5 )
Income before income taxes
    87,402       70,426  
Income taxes
    31,211       25,327  
Net Income
  $ 56,191     $ 45,099  
Weighted average shares outstanding - Basic
    66,343       65,570  
Weighted average shares outstanding - Diluted
    70,817       70,024  
Net income per share - Basic
  $ 0.85     $ 0.69  
Net income per share - Diluted
  $ 0.81     $ 0.66  
Dividends Per Share
  $ 0.08     $ 0.07  
See Notes to Condensed Consolidated Financial Statements.
 


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
   
March 28,
   
December 31,
 
(Dollars in thousands, except share and per share data)
 
2008
   
2007
 
Assets
           
Current Assets
           
Cash and cash equivalents
  $ 208,062     $ 249,809  
Accounts receivable, less allowances of $4,512 and $4,548
    243,513       247,898  
Inventories
    214,966       213,651  
Deferred income taxes
    13,370       13,508  
Note receivable – current
    1,324       1,263  
Prepaid expenses
    11,554       9,224  
Total Current Assets
    692,789       735,353  
Property, Plant and Equipment (Net)
    339,808       350,853  
Note Receivable
    2,342       3,670  
Equity Investment in Affiliates
    9,563       10,324  
Long-term Supply Contracts
    2,323       2,519  
Tradenames and Other Intangibles
    657,464       665,168  
Goodwill
    688,128       688,842  
Other Assets
    72,866       75,761  
Total Assets
  $ 2,465,283     $ 2,532,490  
Liabilities and Stockholders' Equity
               
Current Liabilities
               
Short-term borrowings
  $ 15,293     $ 115,000  
Accounts payable and accrued expenses
    269,958       303,071  
Current portion of long-term debt
    39,582       33,706  
Income taxes payable
    24,561       6,012  
Total Current Liabilities
    349,394       457,789  
Long-term Debt
    692,982       707,311  
Deferred Income Taxes
    161,152       162,746  
Other Long Term Liabilities
    93,515       87,769  
Pension, Postretirement and Postemployment Benefits
    34,716       36,416  
Minority Interest
    196       194  
Total Liabilities
    1,331,955       1,452,225  
Commitments and Contingencies
               
Stockholders' Equity
               
Preferred Stock-$1.00 par value
               
    Authorized 2,500,000 shares, none issued
    -       -  
Common Stock-$1.00 par value
               
    Authorized 150,000,000 shares, issued 69,991,482 shares
    69,991       69,991  
Additional paid-in capital
    127,812       121,902  
Retained earnings
    942,752       891,868  
Accumulated other comprehensive income
    33,923       39,128  
      1,174,478       1,122,889  
Common stock in treasury, at cost:
               
   3,579,010 shares in 2008 and 3,747,719 shares in 2007
    (41,150 )     (42,624 )
Total Stockholders’ Equity
    1,133,328       1,080,265  
Total Liabilities and Stockholders’ Equity
  $ 2,465,283     $ 2,532,490  

See Notes to Condensed Consolidated Financial Statements.


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
 
   
Three Months Ended
 
   
March 28,
   
March 30,
 
(Dollars in thousands)
 
2008
   
2007
 
Cash Flow From Operating Activities
           
Net Income
  $ 56,191     $ 45,099  
Adjustments to reconcile net income to net cash provided by operating activities:
               
    Depreciation and amortization
    15,212       14,614  
    Equity in earnings of affiliates
    (2,380 )     (2,260 )
    Distributions from unconsolidated affiliates
    2,564       1,461  
    Deferred income taxes
    2,103       4,096  
    Gain on sale of subsidiary
    (3,005 )     -  
    Asset impairment charges and other asset write-offs
    5,626       595  
    Non cash compensation expense
    2,424       2,819  
    Unrealized foreign exchange gain and other
    (2,558 )     176  
Change in assets and liabilities:
               
    Accounts receivable
    3,436       2,183  
    Inventories
    (3,549 )     (20,176 )
    Prepaid expenses
    (2,409 )     (2,217 )
    Accounts payable and accrued expenses
    (30,473 )     (30,556 )
    Income taxes payable
    20,936       14,546  
    Excess tax benefit on stock options exercised
    (1,872 )     (3,837 )
    Other liabilities
    477       3,057  
Net Cash Provided By Operating Activities
    62,723       29,600  
Cash Flow From Investing Activities
               
Additions to property, plant and equipment
    (6,283 )     (11,294 )
Proceeds from sale of subsidiary
    9,620       -  
Acquisitions (net of cash acquired)
    -       (181 )
Return of capital from equity affiliates
    -       150  
Proceeds from note receivable
    1,263       -  
Contingent acquisition payments
    (305 )     (370 )
Other
    (111 )     152  
Net Cash Provided by (Used In) Investing Activities
    4,184       (11,543 )
Cash Flow From Financing Activities
               
Long-term debt repayment
    (8,453 )     (39,537 )
Short-term debt (repayments) borrowings - net
    (100,000 )     15,011  
Bank overdrafts
    293       (1,939 )
Proceeds from stock options exercised
    2,761       6,445  
Excess tax benefit on stock options exercised
    1,872       3,837  
Payment of cash dividends
    (5,307 )     (4,584 )
Net Cash Used In Financing Activities
    (108,834 )     (20,767 )
Effect of exchange rate changes on cash and cash equivalents
    180       (28 )
Net Change in Cash and Cash Equivalents
    (41,747 )     (2,738 )
Cash and Cash Equivalents at Beginning Of Period
    249,809       110,476  
Cash and Cash Equivalents at End Of Period
  $ 208,062     $ 107,738  

See Notes to Condensed Consolidated Financial Statements.


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW-CONTINUED
 (Unaudited)

   
Three Months Ended
 
SUPPLEMENTAL CASH FLOW INFORMATION
 
March 28,
   
March 30,
 
(Dollars in thousands)
 
2008
   
2007
 
Cash paid during the three months for:
           
     Interest (net of amounts capitalized)
  $ 9,270     $ 12,424  
     Income taxes (net of refunds)
  $ 7,584     $ 4,369  
Supplemental disclosure of non-cash investing activities:
               
     Property, plant and equipment expenditures included in Accounts Payable
  $ 932     $ 686  



CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended March 28, 2008
(Unaudited)
 
   
Number of Shares
   
Amounts
 
(In thousands)
 
Common Stock
   
Treasury Stock
   
Common Stock
   
Treasury Stock
   
Additional Paid-In Capital
   
Retained Earnings
   
Accumulated Other Comprehensive Income (Loss)
   
Comprehensive Income
 
December 31, 2007
    69,991       (3,748 )   $ 69,991     $ (42,624 )   $ 121,902     $ 891,868     $ 39,128        
Net income
    -       -       -       -       -       56,191       -     $ 56,191  
Translation adjustments
    -       -       -       -       -       -       (2,880 )     (2,880 )
Interest rate agreements (net of taxes)
    -       -       -       -       -       -       (2,325 )     (2,325 )
Comprehensive income
    -       -       -       -       -       -       -     $ 50,986  
Cash dividends
    -       -       -       -       -       (5,307 )     -          
Stock based compensation expense
                                                               
     and stock option plan
                                                               
     transactions (including tax benefit)
    -       163       -       1,423       5,790       -       -          
Stock purchases
    -       -       -       -       -       -       -          
Other stock issuances
    -       6       -       51       120       -       -          
March 28, 2008
    69,991       (3,579 )   $ 69,991     $ (41,150 )   $ 127,812     $ 942,752     $ 33,923          
 
See Notes to Condensed Consolidated Financial Statements.


CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  
 Basis of Presentation
 
The condensed consolidated balance sheets as of March 28, 2008 and December 31, 2007, the condensed consolidated statements of income and cash flow for the three months ended March 28, 2008 and March 30, 2007 and the condensed consolidated statement of stockholders’ equity for the three months ended March 28, 2008 have been prepared by the Company.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at March 28, 2008 and results of operations and cash flow for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2007.  The results of operations for the periods ended March 28, 2008 are not necessarily indicative of the operating results for the full year.

The Company’s fiscal year begins on January 1st and ends on December 31st.  Quarterly periods are based on a 4 weeks - 4 weeks - 5 weeks methodology.  As a result, the first quarter can include a partial or expanded week in the first four week period of the quarter.  Similarly, the last five week period in the fourth quarter could include a partial or expanded week.  Certain subsidiaries operating outside of North America are included for periods beginning and ending one month prior to the period presented, which enables timely processing of consolidating results.  There were no material intervening events that occurred at these locations in the one month period prior to the period presented.

The Company incurred research & development expenses in the first quarter of 2008 and 2007 of $12.0 million and $10.3 million, respectively. These expenses are included in selling, general and administrative expenses.

2.  
Recently Adopted Accounting Pronouncements

Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, was issued in September 2006 and, except as noted below, is effective for fiscal years beginning after November 15, 2007. SFAS No. 157 provides a single definition of fair value to be utilized under other accounting pronouncements that require fair value measurements, establishes a framework for measuring fair value in Generally Accepted Accounting Practices (“GAAP”), and expands disclosures about fair value measurements. The statement generally is to be applied prospectively, so that it does not require any new fair value measurements. Under Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) No. FAS 157-2, “Effective Date of FASB Statement No. 157,” the FASB deferred for one year, the effective date of SFAS No. 157  for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 enables the reader of the financial statements to assess the inputs  (generally, assumptions that market participants would use) used in pricing an asset or liability by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. SFAS No. 157 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.

The Company generally applies fair value techniques on a non-recurring basis associated with; (1) valuing potential impairment loss related to goodwill and indefinite-lived intangible assets accounted for pursuant to SFAS No. 142, “Goodwill and Other Intangible Assets,” and (2) valuing potential impairment loss related to long-lived assets accounted for pursuant to SFAS No. 144, “Accounting for Impairment and Disposal of Long-Lived Assets.”

 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

The following table summarizes the carrying amounts and fair values of certain assets:

   
March 28, 2008
 
  (In thousands)  
Carrying
Amount
   
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
   
Significant Other
Observable Inputs
(Level 2)
   
Significant
Unobservable Inputs
(Level 3)
 
Assets
                       
     Deferred compensation related investments
  $ 32,175     $ -     $ 32,175     $ -  
     Diesel hedge contract
    1,936       -       1,936       -  
    $ 34,111     $ -     $ 34,111     $ -  
Liabilities
                               
     Interest rate collars
  $ 5,767     $ -     $ 5,767     $ -  
     Deferred compensation liability
    48,543       15,006       33,537       -  
    $ 54,310     $ 15,006     $ 39,304     $ -  

The fair value of the deferred compensation liability that is characterized as Level 1 is associated with investments in notional amounts of Company stock. The assets and liabilities characterized as Level 2 derive their value from observable investments.

The fair value of the diesel hedge is measured using the Department of Energy’s diesel index for the duration of the contract.

The fair value for the interest rate collars was derived using the forward three month libor curve for the duration of the respective collars and a credit spread.

3.  
Inventories consist of the following:

   
March 28,
   
December 31,
 
(In thousands)
 
2008
   
2007
 
Raw materials and supplies
  $ 51,009     $ 53,516  
Work in process
    9,308       9,169  
Finished goods
    154,649       150,966  
    $ 214,966     $ 213,651  
 
 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 
4.  
Property, Plant and Equipment consist of the following:

   
March 28,
   
December 31,
 
(In thousands)
 
2008
   
2007
 
Land
  $ 11,069     $ 11,343  
Buildings and improvements
    145,167       147,114  
Machinery and equipment
    423,746       436,104  
Office equipment and other assets
    38,792       40,380  
Software
    32,504       33,336  
Mineral rights
    1,521       1,490  
Construction in progress
    18,841       15,915  
      671,640       685,682  
Less accumulated depreciation and amortization
    331,832       334,829  
Net Property, Plant and Equipment
  $ 339,808     $ 350,853  

Depreciation and amortization of property, plant and equipment amounted to $9.5 million and $9.4 million for the three months ended March 28, 2008 and March 30, 2007, respectively.  Interest charges in the amount of $0.1 million and $0.2 million were capitalized in connection with construction projects for the three months ended March 28, 2008 and March 30, 2007, respectively.  During the quarter ended March 28, 2008 the Company determined that the carrying value of certain property, plant and equipment assets should be written down to zero in accordance with the guidelines of SFAS No. 144.  The write down resulted in a charge of $1.5 million that was principally reflected with SG&A expense for the Consumer International segment.

5.  
Earnings Per Share

Basic EPS is calculated based on income available to common shareholders and the weighted-average number of shares outstanding during the reported period.  Diluted EPS includes additional dilution from potential common stock issuable pursuant to the exercise of stock options outstanding and the dilutive effect of convertible debentures.  The weighted average number of common shares outstanding used to calculate Basic EPS is reconciled to those shares used in calculating Diluted EPS as follows:

   
Three Months Ended
 
(In thousands)
 
March 28,
2008
   
March 30,
2007
 
Basic
    66,343       65,570  
Dilutive effect of stock options
    1,240       1,228  
Dilutive effect of convertible debentures
    3,234       3,226  
Diluted
    70,817       70,024  
Anti-dilutive stock options outstanding - not included in the calculation of earnings per share
    490       108  
 
 
 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 
6.  
Stock-Based Compensation

A summary of option activity during the three months ended March 28, 2008 is as follows:
 
   
Options
(000)
   
Weighted Average Exercise Price
   
Weighted Average Remaining Contractual Term
   
Aggregate Intrinsic Values
($000)
 
Outstanding at January 1, 2008
    4,231     $ 30.24              
Granted
    10       52.37              
Exercised
    (163 )     16.59              
Cancelled
    (20 )     33.99              
Outstanding at March 28, 2008     4,058       $ 30.81       
6.2
     $ 90,343  
Exercisable at March 28, 2008
    1,982     $ 21.95       4.3     $ 61,677  
 
 
   
Three Months Ended
 
   
March 28,
2008
   
March 30,
2007
 
Intrinsic Value of Stock Options Exercised (in millions)
  $ 6.0     $ 12.3  
Stock Compensation Expense Related To Stock Option Awards (in millions)
  $ 2.3     $ 2.8  
Issued Stock Options (in thousands)
    10       --  
Average Fair Value of Stock Options Issued
  $ 16.12     $ --  
Assumptions Used:
               
Risk-free interest rate
    3.9 %     --  
Expected life in Years
    6.5       --  
Expected volatility
    23.4 %     --  
 
The average fair value is based upon the Black Scholes option pricing model. The Company determined the options’ life based on historical exercise behavior and determined the options’ expected volatility and dividend yield based on the historical changes in stock price and dividend payments. The risk free interest rate is based on the yield of an applicable term Treasury instrument.

Stock compensation expense related to restricted stock awards was $0.1 million in the first quarter of 2008. This expense amounted to $0.2 million for the first quarter of 2007.

 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 
7.  
Goodwill and Other Intangible Assets

The following table provides information related to the carrying value of all intangible assets:
 
  (In thousands)  
March 28, 2008
   
December 31, 2007
 
 
 
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Net
   
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Net
 
Amortizable intangible assets:
                                   
    Tradenames
  $ 121,577     $ (31,172 )   $ 90,405     $ 107,066     $ (31,154 )   $ 75,912  
    Customer Relationships
    130,747       (15,669 )     115,078       131,366       (13,758 )     117,608  
    Patents/Formulas
    27,220       (12,606 )     14,614       27,220       (11,816 )     15,404  
    Non Compete Agreement
    1,143       (723 )     420       1,143       (695 )     448  
    Total
  $ 280,687     $ (60,170 )   $ 220,517     $ 266,795     $ (57,423 )   $ 209,372  
Unamortizable intangible assets - carrying value
                                               
    Tradenames
  $ 436,947                     $ 455,796                  
 
Intangible amortization expense amounted to $4.8 million for the first quarter of 2008 and $4.5 million for the same period of 2007. The Company’s estimated intangible amortization expense will be approximately $19.1 million in the twelve months of 2008 and 2009, $18.4 million in 2010, $18.0 million in 2011, $17.4 million in 2012, and $16.5 million in 2013.

During the first quarter of 2008, the Company recorded tradename impairment charges of $3.4 million related to Consumer International brands.  These charges are included in selling, general and administrative expenses in this segment and were the result of lower forecasted sales and profitability.  The amount of the impairment charges was determined by comparing the estimated fair value of the asset to its carrying amount.

Effective January 1, 2008 approximately $19.0 million of tradenames previously considered indefinite lived assets were recharacterized as finite lived due to increased competition in their respective categories and are now being amortized over lives ranging from 5 to 15 years.  The lives were determined based upon the estimated future cash flows of these brands.

The changes in the carrying amount of goodwill for the three months ended March 28, 2008 are as follows:
 
   
Consumer
   
Consumer
             
(In thousands)
 
Domestic
   
International
   
SPD
   
Total
 
Balance December 31, 2007
  $ 633,030     $ 33,224     $ 22,588     $ 688,842  
Subsidiary Divestiture
    -       -       (971 )     (971 )
Additional Unilever contingent consideration
    257       -       -       257  
Balance March 28, 2008
  $ 633,287     $ 33,224     $ 21,617     $ 688,128  
 
 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 
8.  
Short-term Borrowings and Long-Term Debt

Short-term borrowings and long-term debt consist of the following:
 
         
March 28,
   
December 31,
 
(In thousands)
       
2008
   
2007
 
Short-term borrowings
                 
Securitization of accounts receivable
        $ 15,000     $ 115,000  
Bank overdraft debt
          293       -  
Total short-term borrowings
        $ 15,293     $ 115,000  
Long-term debt
                     
Term Loan facility
        $ 382,642     $ 391,069  
     Amount due 2008
  $ 25,279                  
     Amount due 2009
  $ 57,211                  
     Amount due 2010
  $ 149,680                  
     Amount due 2011
  $ 66,310                  
     Amount due 2012
  $ 84,162                  
Convertible debentures due on August 15, 2033
      99,922       99,948  
Senior subordinated notes (6%) due December 22, 2012
      250,000       250,000  
Total long-term debt
            732,564       741,017  
Less: current maturities
            39,582       33,706  
Net long-term debt
          $ 692,982     $ 707,311  
 
The long-term debt principal payments required to be made are as follows:
 
(In thousands)                
Due by March 31, 2009
   $
 39,582
         
Due by March 31, 2010
     77,778          
Due by March 31, 2011
     127,563          
Due by March 31, 2012
     81,612          
Due by March 31, 2013
     306,107          
Due March 31, 2014 and subsequent
     99,922          
     $  732,564          
 
During the first quarter of 2008, the Company repaid $100.0 million of its accounts receivable securitization facility and approximately $8.4 million of its Term Loan.  In April 2008, the accounts receivable securitization facility of $115.0 million was renewed with similar terms to the facility previously in place and with a new maturity date of April 2009.
 
9.  
Comprehensive Income

The following table provides information relating to the Company’s comprehensive income for the three months ended
March 28, 2008 and March 30, 2007:

   
Three Months Ended
 
   
March 28,
   
March 30,
 
(In thousands)
 
2008
   
2007
 
Net Income
  $ 56,191     $ 45,099  
Other Comprehensive Income, Net of Tax:
               
Foreign Exchange Translation Adjustments (Net of Divestiture)
    (2,880 )     1,052  
Interest Rate Hedge Agreements
    (2,325 )     (73 )
Comprehensive Income
  $ 50,986     $ 46,078  


 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 
10.  
Pension and Postretirement Plans

The following table discloses the net periodic benefit cost for the Company’s pension and postretirement plans for the three months ended March 28, 2008 and March 30, 2007.

   
Pension Costs
 
   
Three Months Ended
 
   
March 28,
   
March 30,
 
(In thousands)
 
2008
   
2007
 
Components of Net Periodic Benefit Cost:
           
Service cost
  $ 723     $ 626  
Interest cost
    1,937       1,708  
Expected return on plan assets
    (2,179 )     (1,856 )
Amortization of prior service cost
    4       3  
Recognized actuarial loss
    (9 )     51  
Net periodic benefit cost
  $ 476     $ 532  
                 
   
Postretirement Costs
 
   
Three Months Ended
 
   
March 28,
   
March 30,
 
(In thousands)
 
2008
   
2007
 
Components of Net Periodic Benefit Cost:
               
Service cost
  $ 187     $ 182  
Interest cost
    367       354  
Amortization of prior service cost
    11       10  
Recognized actuarial loss
    -       5  
Net periodic benefit cost
  $ 565     $ 551  
 
The Company made cash contributions of approximately $1.8 million to its pension plans during the first three months of 2008. The Company estimates it will be required to make total cash contributions to its pension plans during the remainder of the year of approximately $3.3 million.
 
 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 
11.  
Commitments, contingencies and guarantees

a.  
The Company has a partnership with a supplier of raw materials which mines and processes sodium mineral deposits.   This agreement terminates upon two years’ written notice by either company.  The Company has an annual commitment to purchase 240,000 tons at the prevailing market price and purchases the majority of its sodium raw material requirements from the partnership.  The Company is not engaged in any other material transactions with the partnership or the Company’s partner.

b.  
The Company’s distribution of condoms under the TROJAN and other trademarks is regulated by the U.S. Food and Drug Administration (FDA). Certain of the Company’s condoms and similar condoms sold by its competitors contain the spermicide nonoxynol-9 (N-9). The World Health Organization and other interested groups have issued reports suggesting that N-9 should not be used rectally or for multiple daily acts of vaginal intercourse, given the ingredient’s potential to cause irritation to human membranes. In 2005, the FDA issued non-binding draft guidance concerning the labeling of condoms in general and those with N-9 in particular. The Company filed a response recommending alternative labeling to the FDA and has engaged in further discussions with the FDA since that time. While awaiting further FDA guidance, the Company implemented an interim label statement change cautioning against rectal use and more-than-once-a-day vaginal use of condoms with N-9 and launched a public information campaign to communicate these messages to the affected communities. The Company believes that its present labeling for condoms with N-9 is compliant with the overall objectives of the FDA’s draft guidance and that condoms with N-9 will remain a viable contraceptive choice for those couples who wish to use them. The Company cannot predict the nature of the labeling that ultimately will be required by the FDA if the FDA or state governments eventually promulgate rules which prohibit or restrict the use of N-9 in condoms (such as new labeling requirements).  The Company could incur costs from obsolete products, packaging or raw materials, and sales of condoms could decline, which, in turn, could decrease the Company’s operating income.

c.  
As of March 28, 2008, the Company has commitments to acquire approximately $99.9 million of raw material, packaging supplies and services from its vendors at market prices.

d.  
The Company has $6.0 million of outstanding letters of credit drawn on several banks which guarantee payment for such things as finished goods inventory, insurance claims and one year of rent on a warehouse in the event of the Company’s insolvency.

e.  
In connection with the Company’s October 2003 acquisition of Unilever’s oral care brands in the United States and Canada in October 2003, the Company is required to make additional performance-based payments of a minimum of $5.0 million and a maximum of $12.0 million over the eight year period following the acquisition.  The Company made cash payments of $0.3 million, and accrued a payment of $0.3 million in the first three months of 2008.  The payment and accrual were accounted for as additional purchase price.  The Company has paid approximately $8.3 million, exclusive of the $0.3 million accrual, in additional performance-based payments since the acquisition.

f.  
The Company filed suit against Abbott Laboratories, Inc (“Abbott”) in April 2005 claiming infringement of certain patents resulting from Abbott’s manufacture and sale of its Fact Plus pregnancy diagnostic test kits.  Following a trial in February 2008, the jury found that the Company’s patents were valid and willfully infringed by Abbott during the period from April 1999 through September 2003 and awarded damages to the Company in the amount of $14.6 million.  There are several post-trial motions pending in the litigation seeking, among other things, to set aside the verdict.  These motions are pending, and the Company will vigorously contest them.  In June 2007, Abbott filed suit against the Company claiming infringement of certain patents that are licensed to Abbott, also in relation to pregnancy diagnostic test kits.  The Company intends to continue its vigorous defense of this action.

g.  
The Company, in the ordinary course of its business, is the subject of, or a party to, various pending or threatened legal actions.  The Company believes that any ultimate liability arising from these actions will not have a material adverse effect on its financial position.
 
 
 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 
12.  
Related Party Transactions

For the three months ended March 28, 2008 and March 30, 2007, the Company invoiced Armand Products Company (“Armand”), which is 50% owned by the Company, $0.4 and $0.4 million, respectively, for administration and management oversight services (which was recorded as a reduction of selling, general and administrative expenses).  Sales of Armand products to the Company over the same periods were $2.8 and $1.9 million, respectively. As of March 28, 2008 and March 30, 2007, the Company had outstanding accounts receivable from Armand of $0.8 and $0.7 million, respectively. Also, the Company had outstanding accounts payable to Armand of $1.1 and $0.6 million as of March 28, 2008 and March 30, 2007, respectively.

For the three months ended March 28, 2008 and March 30, 2007, the Company invoiced The ArmaKleen Company, (“ArmaKleen”), which is 50% owned by the Company, $0.7 and $0.7 million, respectively, for administration and management oversight services (which was recorded as a reduction of selling, general and administrative expenses).  Sales of inventory to ArmaKleen over the same periods were $1.3 and $1.4 million, respectively. As of March 28, 2008 and March 30, 2007, the Company had outstanding accounts receivable from ArmaKleen of $1.0 and $1.0 million, respectively.

13.
Gain on Sale of Business

In February 2008, the Company sold its wholly-owned British subsidiary, Brotherton Specialty Products Ltd. (“Brotherton”) for a total of $11.2 million net of fees, consisting of $9.6 million in cash plus a working capital adjustment of $1.6 million, which was paid in April 2008.  The sale resulted in a pretax gain of $3.0 million, which was included as a reduction of selling, general and administration expenses, and was allocated to the Specialty Products Division.

14.
Segment Information

The Company operates three reportable segments: Consumer Domestic, Consumer International and Specialty Products Division (“SPD”).  These segments are determined based on differences in the nature of products and organizational and ownership structures.  The Company also has a Corporate segment.


 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 
Segment revenues are derived from the sale of the following products:

Segment
 
Products
 
Consumer Domestic
 
Household and personal care products
 
Consumer International
 
Primarily personal care products
 
SPD
 
Specialty chemical products
 

The Company had 50% ownership interests in Armand Products Company (“Armand”) and The ArmaKleen Company (“Armakleen”) as of March 28, 2008.  The Company’s 50% ownership interest in Esseco U.K. LLP (“Esseco”) was divested as part of the sale of Brotherton.  The equity in earnings of Armand and Armakleen for the three months ended March 28, 2008 and Esseco for the two months ended February 29, 2008, prior to its sale, is included in the Corporate segment.

Some of the subsidiaries that are included in the Consumer International segment manufacture and sell personal care products to the Consumer Domestic segment.  These sales are eliminated from the Consumer International segment results set forth below.

Segment sales and income before taxes and minority interest for the three month periods ended March 28, 2008 and March 30, 2007 were as follows:

   
 
   
 
                   
(In thousands)
 
Consumer
Domestic(3)
   
Consumer
International(3)
   
SPD
   
Corporate
   
Total
 
Net Sales(1)
                             
First Quarter 2008
  $ 382,744     $ 99,694     $ 70,429     $ -     $ 552,867  
First Quarter 2007
  $ 369,834     $ 86,739     $ 57,762     $ -     $ 514,335  
Income before Minority Interest and Income Taxes(2)
                                 
First Quarter 2008
  $ 67,831     $ 7,252     $ 9,941     $ 2,380     $ 87,404  
First Quarter 2007
  $ 52,765     $ 10,869     $ 4,527     $ 2,260     $ 70,421  

(1)  
Intersegment sales from Consumer International to Consumer Domestic were $2.1 million and $1.2 million for the three months ended March 28, 2008 and March 30, 2007, respectively.

(2)  
In determining Income Before Minority Interest and Income Taxes, interest expense, investment earnings, and other income (expense)were allocated to the segments based upon each segment’s relative operating profit. The Corporate segment income consists of equity in earnings of affiliates.

(3)  
As of January 1, 2008, the Company modified its organizational structure, resulting in a change in classification of certain Consumer Domestic export sales.  Therefore, 2007 results have been restated to reflect a change in sales of $2.5 million and $0.3 million of Income Before Minority Interest that are now included in the Consumer International Segment.

The following table discloses product line revenues from external customers for the three months ended March 28, 2008 and March 30, 2007.
 
   
Three Months Ended
 
   
March 28,
   
March 30,
 
(In thousands)  
2008
   
2007
 
Household Products
  $ 242,827     $ 236,378  
Personal Care Products
    139,917       133,456  
Total Consumer Domestic
    382,744       369,834  
Total Consumer International
    99,694       86,739  
Total SPD
    70,429       57,762  
Total Consolidated Net Sales
  $ 552,867     $ 514,335  

Household Products include deodorizing and cleaning products and laundry products. Personal Care Products include condoms, pregnancy kits, oral care and skin care products.


 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 Supplemental Financial Information of Guarantor and Non-Guarantor Operations

The Company’s 6% senior subordinated notes are fully and unconditionally guaranteed, by certain 100% owned domestic subsidiaries of the Company on a joint and several basis. The following information is presented in response to Rule 3-10 of Regulation S-X, promulgated by the Securities and Exchange Commission.  The Guarantor subsidiaries’ net sales are principally to, and other operating activities are principally with, the Company, which is referred to in the table below as “Parent.”

Supplemental information for the condensed consolidated balance sheets at March 28, 2008 and December 31, 2007, and the condensed consolidated income statements and statements of cash flows for the three months ended March 28, 2008 and March 30, 2007, are summarized as follows (amounts in thousands):

   
For the Three Months Ended March 28, 2008
 
         
Guarantor
   
Non-Guarantor
         
Total
 
   
Parent
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Net Sales
  $ 445,352     $ 32,470     $ 117,507     $ (42,462 )   $ 552,867  
Cost of sales
    288,239       13,695       69,289       (42,462 )     328,761  
Gross Profit
    157,113       18,775       48,218       -       224,106  
Marketing expenses
    41,970       -       11,515       -       53,485  
Selling, general and administrative expenses
    46,812       5,541       25,505       -       77,858  
Income from Operations
    68,331       13,234       11,198       -       92,763  
Equity in earnings of affiliates
    24,421       -       1,880       (23,921 )     2,380  
Investment earnings
    1,648       216       705       -       2,569  
Intercompany dividends/interest
    (9,040 )     10,030       (990 )     -       -  
Other income (expense), net
    1,361       -       837       -       2,198  
Interest expense
    (11,085 )     -       (1,420 )     -       (12,505 )
Income before minority interest and taxes
    75,636       23,480       12,210       (23,921 )     87,405  
Minority interest
    -       -       3       -       3  
Income before income taxes
    75,636       23,480       12,207       (23,921 )     87,402  
Income taxes
    19,445       8,829       2,937       -       31,211  
Net Income
  $ 56,191     $ 14,651     $ 9,270     $ (23,921 )   $ 56,191  

   
For the Three Months Ended March 30, 2007
 
         
Guarantor
   
Non-Guarantor
         
Total
 
   
Parent
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Net Sales
  $ 426,275     $ 31,785     $ 98,984     $ (42,709 )   $ 514,335  
Cost of sales
    285,399       13,416       58,353       (42,709 )     314,459  
Gross Profit
    140,876       18,369       40,631       -       199,876  
Marketing expenses
    35,868       -       9,984       -       45,852  
Selling, general and administrative expenses
    52,696       3,646       15,539       -       71,881  
Income from Operations
    52,312       14,723       15,108       -       82,143  
Equity in earnings of affiliates
    32,864       -       1,687       (32,291 )     2,260  
Investment earnings
    962       219       452       -       1,633  
Intercompany dividends/interest
    (11,273 )     8,922       2,351       -       -  
Other income (expense), net
    56       -       (470 )     -       (414 )
Interest expense
    (13,658 )     -       (1,543 )     -       (15,201 )
Income before minority interest and taxes
    61,263       23,864       17,585       (32,291 )     70,421  
Minority interest
    -       -       (5 )     -       (5 )
Income before income taxes
    61,263       23,864       17,590       (32,291 )     70,426  
Income taxes
    16,164       3,544       5,619       -       25,327  
Net Income
  $ 45,099     $ 20,320     $ 11,971     $ (32,291 )   $ 45,099  
 
 
BALANCE SHEETS 
 
    March 28, 2008  
         
Guarantor
   
Non-Guarantor
         
Total
 
   
Parent
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Assets
                             
Current Assets
                             
Cash and cash equivalents
  $ 116,161     $ 22,673     $ 69,228     $ -     $ 208,062  
Accounts receivable, less allowances
    2,561       1,014       239,938       -       243,513  
Inventories
    135,303       6,747       72,916       -       214,966  
Deferred income taxes
    10,470       -       2,900       -       13,370  
Note receivable – current
    1,324       -       -       -       1,324  
Prepaid expenses
    7,076       -       4,478       -       11,554  
Total Current Assets
    272,895       30,434       389,460       -       692,789  
Property, Plant and Equipment (Net)
    245,776       42,982       51,050       -       339,808  
Note Receivable
    2,342       -       -       -       2,342  
Equity Investments in Subsidiaries
    627,272       -       8,380       (626,089 )     9,563  
Long-term Supply Contracts
    2,323       -       -       -       2,323  
Tradenames and Other Intangibles
    407,549       177,005       72,910       -       657,464  
Goodwill
    681,763       -       6,365       -       688,128  
Other Assets
    89,916       352       10,611       (28,014 )     72,865  
Total Assets
  $ 2,329,836     $ 250,773     $ 538,776     $ (661,357 )   $ 2,465,282  
Liabilities and Stockholders' Equity
                                       
Current Liabilities
                                       
Short-term borrowings
  $ -     $ -     $ 15,293     $ -     $ 15,293  
Accounts payable and accrued expenses
    189,867       2,341       77,750       -       269,958  
Current portion of long-term debt
    39,582       -       -       -       39,582  
Due to/from Subsidiaries
    (9,021 )     (101,737 )     139,983       (29,225 )     -  
Income taxes payable
    22,187       -       2,374       -       24,561  
Total Current Liabilities
    242,615       (99,396 )     235,400       (29,225 )     349,394  
Long-term Debt
    692,982       -       -       -       692,982  
Deferred Income Taxes
    146,217       -       14,935       -       161,152  
Deferred and Other Long Term Liabilities
    90,481       95       2,939       -       93,515  
Pension, Postretirement and Postemployment Benefits
    24,209       -       10,507       -       34,716  
Minority Interest
    5       -       191       -       196  
Commitments and Contingencies
                                       
Total Liabilities
    1,196,509       (99,301 )     263,972       (29,225 )     1,331,955  
Stockholders' Equity
                                       
Common Stock-$1.00 par value
    69,991       225,703       66,628       (292,331 )     69,991  
Additional paid-in capital
    127,812       4,940       72,804       (77,744 )     127,812  
Retained earnings
    942,752       119,431       94,375       (213,806 )     942,752  
Accumulated other comprehensive income (loss)
    33,922       -       40,997       (40,997 )     33,922  
      1,174,477       350,074       274,804       (624,878 )     1,174,477  
Common stock in treasury, at cost:
    (41,150 )     -       -       -       (41,150 )
Total Stockholders’ Equity
    1,133,327       350,074       274,804       (624,878 )     1,133,327  
Total Liabilities and Stockholders’ Equity
  $ 2,329,836     $ 250,773     $ 538,776     $ (661,357 )   $ 2,465,282  



   
December 31, 2007
 
         
Guarantor
   
Non-Guarantor
         
Total
 
   
Parent
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Assets
                             
Current Assets
                             
Cash and cash equivalents
  $ 150,783     $ 21,014     $ 78,012     $ -     $ 249,809  
Accounts receivable, less allowances
    1,471       2,113       244,314       -       247,898  
Inventories
    133,183       6,102       74,366       -       213,651  
Deferred income taxes
    10,470       -       3,038       -       13,508  
Note receivable – current
    1,263       -       -       -       1,263  
Prepaid expenses
    6,085       -       3,139       -       9,224  
Total Current Assets
    303,255       29,229       402,869       -       735,353  
Property, Plant and Equipment (Net)
    248,292       42,887       59,674       -       350,853  
Note Receivable
    3,666       -       4       -       3,670  
Equity Investments in Subsidiaries
    620,837       -       8,911       (619,424 )     10,324  
Long-term Supply Contracts
    2,519       -       -       -       2,519  
Tradenames and Other Intangibles
    411,722       177,018       76,428       -       665,168  
Goodwill
    682,477       -       6,365       -       688,842  
Other Assets
    89,438       368       12,904       (26,949 )     75,761  
Total Assets
  $ 2,362,206     $ 249,502     $ 567,155     $ (646,373 )   $ 2,532,490  
Liabilities and Stockholders' Equity
                                       
Current Liabilities
                                       
Short-term borrowings
  $ -     $ -     $ 115,000     $ -     $ 115,000  
Accounts payable and accrued expenses
    211,394       2,098       89,579       -       303,071  
Current portion of long-term debt
    33,706       -       -       -       33,706  
Due to/from Subsidiaries
    73,705       (95,096 )     49,629       (28,238 )     -  
Income taxes payable
    2,304       -       3,708       -       6,012  
Total Current Liabilities
    321,109       (92,998 )     257,916       (28,238 )     457,789  
Long-term Debt
    707,311       -       -       -       707,311  
Deferred Income Taxes
    144,216       -       18,530       -       162,746  
Deferred and Other Long Term Liabilities
    84,799       76       2,894       -       87,769  
Pension, Postretirement and Postemployment Benefits
    24,501       -       11,915       -       36,416  
Minority Interest
    5       -       189       -       194  
Commitments and Contingencies
                                       
Total Liabilities
    1,281,941       (92,922 )     291,444       (28,238 )     1,452,225  
Stockholders' Equity
                                       
Common Stock-$1.00 par value
    69,991       225,703       66,978       (292,681 )     69,991  
Additional paid-in capital
    121,902       4,940       72,804       (77,744 )     121,902  
Retained earnings
    891,868       111,781       91,699       (203,480 )     891,868  
Accumulated other comprehensive income (loss)
    39,128       -       44,230       (44,230 )     39,128  
      1,122,889       342,424       275,711       (618,135 )     1,122,889  
Common stock in treasury, at cost:
    (42,624 )     -       -       -       (42,624 )
Total Stockholders’ Equity
    1,080,265       342,424       275,711       (618,135 )     1,080,265  
Total Liabilities and Stockholders’ Equity
  $ 2,362,206     $ 249,502     $ 567,155     $ (646,373 )   $ 2,532,490  

 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
 
STATEMENTS OF CASH FLOW

       For the Three Months Ended March 28, 2008  
         
Guarantor
   
Non-Guarantor
         
Total
 
   
Parent
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Cash Flow From Operating Activities
                             
Net Income
  $ 56,191     $ 14,651     $ 9,270     $ (23,921 )   $ 56,191  
Adjustments to reconcile net income to net cash provided by operating activities:
                                       
    Depreciation and amortization
    12,056       962       2,194       -       15,212  
    Equity in earnings of affiliates
    (24,423 )     -       (1,878 )     23,921       (2,380 )
    Distributions from unconsolidated affiliates
    9,064       -       1,832       (8,332 )     2,564  
    Deferred income taxes
    3,055       -       (952 )     -       2,103  
    Gain on sale of subsidiary
    (3,005  )    
-
     
-
     
-
      (3,005 )
    Asset impairment charges and other asset write-offs
    4       -       5,622       -       5,626  
    Non cash compensation expense
    2,424       -       -       -       2,424  
    Unrealized foreign exchange gain and other
    (1,099 )     -       (1,459 )     -       (2,558 )
Change in assets and liabilities:
                                       
    Accounts receivable
    (1,090 )     1,099       3,427       -       3,436  
    Inventories
    (2,120 )     (645 )     (784 )     -       (3,549 )
    Prepaid expenses
    (991 )     -       (1,418 )     -       (2,409 )
    Accounts payable and accrued expenses
    (21,426 )     243       (9,290 )     -       (30,473 )
    Income taxes payable
    22,966       -       (2,030 )     -       20,936  
    Excess tax benefit on stock options exercised
    (1,872 )     -       -       -       (1,872 )
    Intercompany activity
    (81,143 )     (6,626 )     87,769       -       -  
    Other liabilities
    458       19       -       -       477  
Net Cash Provided By (Used In) Operating Activities
    (30,951 )     9,703       92,303       (8,332 )     62,723  
Cash Flow From Investing Activities
                                       
Additions to property, plant and equipment
    (4,520 )     (1,044 )     (719 )     -       (6,283 )
Net proceeds from assets
    9,620      
-
     
-
     
-
      9,620  
Proceeds from note receivable
    1,263       -       -       -       1,263  
Contingent acquisition payments
    (305 )     -       -       -       (305 )
Other
    (602 )     -       491       -       (111 )
Net Cash (Used In) Provided By Investing Activities
    5,456       (1,044 )     (228     -       4,184  
Cash Flow From Financing Activities
                                       
Long-term debt repayment
    (8,453 )     -       -       -       (8,453 )
Short-term debt (repayments) borrowings - net
    -       -       (100,000 )     -       (100,000 )
Bank overdrafts
    -       -       293       -       293  
Proceeds from stock options exercised
    2,761       -       -       -       2,761  
Excess tax benefit on stock options exercised
    1,872       -       -       -       1,872  
Payment of cash dividends
    (5,307 )     (7,000 )     (1,332 )     8,332       (5,307 )
Net Cash (Used In) Provided by Financing Activities
    (9,127 )     (7,000 )     (101,039 )     8,332       (108,834 )
Effect of exchange rate changes on cash and cash equivalents
    -       -       180       -       180  
Net Change in Cash and Cash Equivalents
    (34,622 )     1,659       (8,784 )     -       (41,747 )
Cash and Cash Equivalents at Beginning Of Period
    150,783       21,014       78,012       -       249,809  
Cash and Cash Equivalents at End Of Period
  $ 116,161     $ 22,673     $ 69,228     $ -     $ 208,062  

 
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

 
       For the Three Months Ended March 30, 2007  
         
Guarantor
   
Non-Guarantor
         
Total
 
   
Parent
   
Subsidiaries
   
Subsidiaries
   
Eliminations
   
Consolidated
 
Cash Flow From Operating Activities
                             
Net Income
  $ 45,099     $ 20,320     $ 11,971     $ (32,291 )   $ 45,099  
Adjustments to reconcile net income to net cash provided by operating activities:
                                       
    Depreciation and amortization
    11,937       884       1,793       -       14,614  
    Equity in earnings of affiliates
    (32,863 )     -       (1,688 )     32,291       (2,260 )
    Distributions from unconsolidated affiliates
    7,461       -       1,219       (7,219 )     1,461  
    Deferred income taxes
    3,782       -       314       -       4,096  
    Asset impairment charges and other asset write-offs
    211       361       23       -       595  
    Non cash compensation expense
    2,819       -       -       -       2,819  
    Unrealized foreign exchange gain
    658       -       (482 )     -       176  
Change in assets and liabilities:
                                       
    Accounts receivable
    3,344       (68 )     (1,093 )     -       2,183  
    Inventories
    (16,525 )     (207 )     (3,444 )     -       (20,176 )
    Prepaid expenses
    (1,531 )     -       (686 )     -       (2,217 )
    Accounts payable and accrued expenses
    (23,387 )     (79 )     (7,090 )     -       (30,556 )
    Income taxes payable
    15,449       (301 )     (602 )     -       14,546  
    Excess tax benefit on stock options exercised
    (3,837 )     -       -       -       (3,837 )
    Intercompany activity
    43,916       (12,424 )     (31,492 )     -       -  
    Other liabilities
    2,860       25       172       -       3,057  
Net Cash Provided By (Used In) Operating Activities
    59,393       8,511       (31,085 )     (7,219 )     29,600  
Cash Flow From Investing Activities
                                       
Additions to property, plant and equipment
    (8,666 )     (1,365 )     (1,263 )     -       (11,294 )
Acquisitions (net of cash acquired)
    (181 )     -       -       -       (181 )
Return of capital from equity affiliates
    150       -       150       (150 )     150  
Contingent acquisition payments
    (370 )     -       -       -       (370 )
Other
    113       41       (2 )     -       152  
Net Cash Used In Investing Activities
    (8,954 )     (1,324 )     (1,115 )     (150 )     (11,543 )
Cash Flow From Financing Activities
                                       
Long-term debt repayment
    (39,537 )     -       -       -       (39,537 )
Short-term debt (repayments) borrowings - net
    (40 )     -       15,051       -       15,011  
Bank overdrafts
    (1,939 )     -       -       -       (1,939 )
Proceeds from stock options exercised
    6,445       -       -       -       6,445  
Excess tax benefit on stock options exercised
    3,837       -       -       -       3,837  
Payment of cash dividends
    (4,584 )     (6,000 )     (1,369 )     7,369       (4,584 )
Net Cash (Used In) Provided by Financing Activities
    (35,818 )     (6,000 )     13,682       7,369       (20,767 )
Effect of exchange rate changes on cash and cash equivalents
    -       -       (28 )     -       (28 )
Net Change in Cash and Cash Equivalents
    14,621       1,187       (18,546 )     -       (2,738 )
Cash and Cash Equivalents at Beginning Of Period
    22,111       20,302       68,063       -       110,476  
Cash and Cash Equivalents at End Of Period
  $ 36,732     $ 21,489     $ 49,517     $ -     $ 107,738  
 
15.
Subsequent Event

On April 1, 2008, the Company announced that it entered into an asset purchase agreement to acquire substantially all of the assets and assume certain liabilities of Del Pharmaceuticals, Inc. (the “Orajel acquisition”) for cash consideration of $380.0 million. Del Pharmaceuticals, Inc. net sales include the Orajel brand of oral analgesics and various other over-the-counter brands.  The Company will pay for the acquisition with borrowings under its existing bank credit facility, increases in the Company’s accounts receivable securitization facility and available cash. The transaction, which is subject to regulatory approval and other customary conditions, is expected to close in July 2008.



ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS

Results of Operations

Consolidated Results

Net Sales

Net Sales for the quarter ended March 28, 2008 were $552.9 million, $38.5 million or approximately 7.5% above last year’s first quarter. Of that increase, approximately 1.5% is a result of foreign exchange rate changes, with the balance evenly divided between higher volume and price/mix.

Operating Costs

The Company’s gross profit was $224.1 million for the quarter ended March 28, 2008, a $24.2 million increase as compared to the same period in 2007.  Gross margin increased 160 basis points to 40.5% in the first quarter compared to 38.9% in the same quarter last year.  The gross margin expansion is due to the benefits of the conversion of the Company’s liquid laundry detergent to a more concentrated formula, synergies resulting from manufacturing integration of the business (the “OGI business”) acquired from Orange Glo International in 2006, a diesel hedge contract, pricing, lower slotting costs and cost reduction programs, partially offset by higher commodity and energy costs. The impact of lower slotting costs and the diesel hedge program contributed approximately 100 basis points to the gross margin expansion. These items are expected to result in higher costs in future quarters.
 
Marketing expenses in the first quarter of 2008 were $53.5 million, an increase of $7.6 million as compared to the same period last year. This increase is due primarily to increased advertising expenses for OGI acquired products, cat litter products and condoms.

Selling, general and administrative expenses (“SG&A”) was $77.9 million in the first quarter, a $6.0 million increase over the prior year’s first quarter due to a $5.6 million asset impairment charge recorded at one of the Company’s foreign subsidiaries, of which $5.4 million is included in SG&A, higher legal costs due principally to the ongoing lawsuit with Abbott Laboratories (see paragraph f in Note 11 of the notes to condensed consolidated financial statements included in this report), higher selling expenses in support of higher sales, and $1.7 million of increased research and development spending to support new products. These increases were partially offset by the $3.0 million gain on the divestiture of Brotherton Specialty Products Ltd. (“Brotherton”), a former Specialty Products subsidiary located in the United Kingdom.  SG&A as a percentage of net sales was 14.1% in the quarter, consistent with last year’s first quarter.

Other Income and Expenses

Other income was approximately $2.2 million in the first quarter of 2008 as compared to other expense of $0.4 million in the same period of 2007.  The change is primarily due to foreign exchange gains.

Interest expense in the first quarter of 2008 decreased $2.7 million compared to the same period in 2007. This was due to lower interest rates compared to the prior year and lower average bank debt outstanding as a result of voluntary and mandatory repayments.

Investment income increased $0.9 million due to higher available cash for investment partially offset by lower interest rates.

Taxation

The first quarter 2008 tax rate was 35.7% as compared to 36.0% during the first quarter of 2007.  The Company does not believe the amount of unrecognized tax benefits will significantly change within twelve months of the reporting date.

Segment Results

The Company operates three reportable segments: Consumer Domestic, Consumer International and Specialty Products Division (“SPD”).  These segments are determined based on differences in the nature of products and organizational and ownership structures.  The Company also has a Corporate segment.




Segment
Products
Consumer Domestic
Household and personal care products
Consumer International
Primarily personal care products
SPD
Specialty chemical products

The Company had 50% ownership interests in Armand Products Company (“Armand”) and The ArmaKleen Company (“Armakleen”) as of March 28, 2008.  The Company’s 50% ownership interest in Esseco U.K. LLP (“Esseco”) was divested as part of the sale of Brotherton. The equity in earnings of Armand and Armakleen for the three months ended March 28, 2008 and Esseco for the two months ended February 29, 2008, prior to its sale, is included in the Corporate segment.

Some of the subsidiaries that are included in the Consumer International segment manufacture and sell personal care products to the Consumer Domestic segment.  These sales are eliminated from the Consumer International segment results set forth below.

Segment sales and income before taxes and minority interest for the three month periods ended March 28, 2008 and March 30, 2007 were as follows:
 
(In thousands)
 
Consumer
Domestic(3)
   
Consumer International(3)
   
SPD
   
Corporate
   
Total
 
Net Sales(1)
                             
First Quarter 2008
 
$
382,744
   
$
99,694
   
$
70,429
   
$
-
   
$
552,867
 
First Quarter 2007
 
$
369,834
   
$
86,739
   
$
57,762
   
$
-
   
$
514,335
 
Income before Minority Interest and Income Taxes(2)
                                 
First Quarter 2008
 
$
67,831
   
$
7,252
   
$
9,941
   
$
2,380
   
$
87,404
 
First Quarter 2007
 
$
52,765
   
$
10,869
   
$
4,527
   
$
2,260
   
$
70,421
 
 
(1)  
Intersegment sales from Consumer International to Consumer Domestic were $2.1 million and $1.2 million for the three months ended March 28, 2008 and March 30, 2007, respectively.

(2)  
In determining Income Before Minority Interest and Income Taxes, interest expense, investment earnings, and other income (expense) were allocated to the segments based upon each segment’s relative operating profit. The Corporate segment income consists of equity in earnings of affiliates.

(3)  
As of January 1, 2008, the Company modified its organizational structure, resulting in a change in classification of certain Consumer Domestic export sales.  Therefore, 2007 results have been restated to reflect a change in sales of $2.5 million and $0.3 million of Income Before Minority Interest that are now included in the Consumer International Segment.
Product line revenues for external customers for the three months ended March 28, 2008, and March 30, 2007, were as follows:

   
Three Months Ended
 
   
March 28,
   
March 30,
 
  (In thousands)  
2008
   
2007
 
Household Products
  $ 242,827     $ 236,378  
Personal Care Products
    139,917       133,456  
Total Consumer Domestic
    382,744       369,834  
Total Consumer International
    99,694       86,739  
Total SPD
    70,429       57,762  
Total Consolidated Net Sales
  $ 552,867     $ 514,335  
 
Consumer Domestic

Consumer Domestic net sales in the first quarter of 2008 were $382.7 million, a $12.9 million or 3.5% increase as compared to the first quarter of 2007.  The change is due to both higher unit volumes and higher prices (resulting, in part, from lower promotion costs).  Sales of ARM & HAMMER and XTRA liquid laundry detergent were higher than in last year’s first quarter. Other brands that contributed to higher sales were ARM & HAMMER SUPER SCOOP cat litter, FIRST RESPONSE pregnancy kits, and ARM & HAMMER Dental Care.  These increases were partially offset by lower sales of other toothpaste brands and lower antiperspirant sales.

Consumer Domestic Income before Minority Interest and Income Taxes for the first quarter of 2008 was $67.8 million, a $15.0 million increase as compared to the first quarter of 2007.  The impact of higher sales, lower slotting costs, synergies related to the manufacturing integration of the OGI business, the shift to concentrated liquid laundry detergent and the Company’s diesel hedging program was partially offset by higher commodity costs and higher marketing costs.  SG&A expenses were unchanged as compared to the first quarter of 2007.
 
Consumer International

Consumer International net sales were $99.7 million in the first quarter of 2008, an increase of $13.0 million or approximately 15.0% as compared to the first quarter of 2007. Of the 15% increase, approximately 10% is associated with favorable foreign exchange rates. The balance of the change is due to higher sales in Australia and U.S. exports.

Consumer International Income before Minority Interest and Income Taxes was $7.3 million in the first quarter of 2008, a $3.6 million decrease as compared to the first quarter of 2007. Offsetting the favorable net sales performance were asset impairment charges of $5.6 million, severance costs in one of the Company’s European subsidiaries and additional tradename amortization expense.

Specialty Products (SPD)

Specialty Products net sales were $70.4 million in the first quarter of 2008, an increase of $12.7 million, or 21.9% as compared to the first quarter of 2007. This increase is principally due to higher pricing and unit volume increases in both animal nutrition and specialty chemicals. The animal nutrition sales increase also reflects a pricing surcharge enacted during the third quarter of 2007 on certain products to recover extraordinary cost increases for a key raw material.

Specialty Products Income before Minority Interest and Income Taxes was $9.9 million in the first quarter of 2008, an increase of $5.4 million as compared to the first quarter of 2007. The increase is principally the result of profits on higher net sales, partially offset by higher raw material costs for certain animal nutrition and specialty chemical products.

 
Liquidity and Capital Resources

Net Debt

The Company had outstanding total debt of $747.9 million and cash of $208.1 million (of which approximately $65.7 million resides in foreign subsidiaries) at March 28, 2008.  Total debt less cash (“net debt”) was $539.8 million at March 28, 2008. This compares to total debt of $856.0 million and cash of $249.8 million, resulting in net debt of $606.2 million at December 31, 2007.

The Company entered into two zero cost collar cash flow hedge agreements covering $100.0 million of debt, one effective as of September 29, 2006, and the other effective as of December 29, 2006, to reduce the impact of interest rate fluctuations on its bank debt.  The hedge agreements have terms of 5 and 3 years, respectively, each with a cap of 6.50% and a floor of 3.57%. There was no income statement impact as a result of these agreements as all changes in the hedging options’ fair value are recorded in Accumulated Other Comprehensive Income on the balance sheet.

   
Three Months Ended
 
Cash Flow Analysis (In millions)
 
March 28, 2008
   
March 30, 2007
 
Net Cash Provided by Operating Activities
  $ 62.7     $ 29.6  
Net Cash Provided by (Used in) Investing Activities
  $ 4.2     $ (11.5 )
Net Cash Used in Financing Activities
  $ (108.8 )   $ (20.8 )

Net Cash Provided by Operating Activities – The Company’s net cash provided by operations in the first three months of 2008 increased $33.1 million to $62.7 million as compared to the same period in 2007. The increase was primarily due to working capital changes, higher net income, and asset impairments and write-offs partially offset by the gain on the sale of Brotherton (see Note 13). The Company anticipates that its cash from operations will be sufficient to meet its capital expenditure program costs, pay its dividend at current rates and meet its mandatory debt repayment schedule over the next twelve months.
For the three months ending March 28, 2008, the components of working capital that significantly affected operating cash flow are as follows:
 
 
Accounts receivable decreased $3.4 million due to decreases at certain foreign subsidiaries.
 
Inventories increased $3.5 million primarily to support higher anticipated sales.            
 
Accounts payable and other accrued expenses decreased $30.5 million primarily due to incentive compensation and profit sharing payments.
 
Taxes payable increased $20.9 million due to higher tax expense associated with higher earnings.
 
Net Cash Provided by (Used in) Investing Activities – Net cash provided by investing activities during the first three months of 2008 was $4.2 million, reflecting the $9.6 million proceeds from the sale of Brotherton and $1.3 million received in connection with a note receivable, offset by $6.3 million of property, plant and equipment expenditures.

Net Cash Used in Financing Activities – Net cash used in financing activities during the first three months of 2008 was $108.8 million. This reflects a $100.0 million payment of the Company’s accounts receivable securitization facility, mandatory payments on the Term Loan of $8.5 million and the payment of cash dividends of $5.3 million offset by proceeds of and tax benefits from stock option exercises of $4.6 million.  The Company anticipates increasing the securitization facility up to $100.0 million during the second quarter to provide a portion of the funding of the July 2008 Orajel acquisition described in Note 15 to the condensed consolidated financial statements included in this report.

Adjusted EBITDA is a required component of the financial covenants contained in the Company's primary credit facility.  Management believes that the presentation of Adjusted EBITDA is useful to investors as a financial indicator of the Company's ability to service its indebtedness. Adjusted EBITDA may not be comparable to similarly titled measures used by other entities and should not be considered as an alternative to cash flows from operating activities, which is determined in accordance with accounting principles generally accepted in the United States.  Financial covenants include a total debt to Adjusted EBITDA leverage ratio and an interest coverage ratio, which if not met, could result in an event of default and trigger the early termination of the credit facility, if not remedied within a certain period of time.  Adjusted EBITDA was $117.1 million for the first three months of 2008.  The leverage ratio (total debt to Adjusted EBITDA) for the 12 months ended March 28, 2008 was 1.88, which is below the maximum of 3.75 permitted under the credit facility, and the interest coverage ratio (Adjusted EBITDA to total interest expense) for the twelve months ended March 28, 2008 was 6.95, which is above the minimum of 3.0 permitted under the credit facility.  The Company’s obligations under the credit facility are secured by the assets of the Company and certain domestic subsidiaries. The reconciliation of Net Cash Provided by Operating Activities (the most directly comparable GAAP financial measure) to Adjusted EBITDA for the three months ended March 28, 2008 is as follows (in millions):

 
Net Cash Provided by Operating Activities
  $ 62.7  
Interest Expense
    12.5  
Current Portion Of Income Tax Provision
    29.1  
Tax Benefit On Stock Options Exercised
    1.9  
Change in Working Capital and Other Liabilities
    11.6  
Investment Income
    (2.6 )
Other     1.9   
Adjusted EBITDA (per loan agreement)
  $ 117.1  


Recent Accounting Pronouncements

Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, was issued in September 2006 and, except as noted below, is effective for fiscal years beginning after November 15, 2008. SFAS No. 157 provides a single definition of fair value to be utilized under other accounting pronouncements that require fair value measurements, establishes a framework for measuring fair value in Generally Accepted Accounting Practices (“GAAP”), and expands disclosures about fair value measurements. The statement generally is to be applied prospectively, so that it does not require any new fair value measurements. Under Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) No. FAS 159-2, “Effective Date of FASB Statement No. 157,” the FASB deferred for one year, the effective date of SFAS No. 157  for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). See Note 2 to the condensed consolidated financial statements included in this report for additional information.
 
SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51,” was issued in December 2007 and is effective for the Company for fiscal years beginning on or after December 15, 2008.  SFAS No.160 establishes accounting and reporting standards for the noncontrolling interest (sometimes called minority interest) in a subsidiary and for the deconsolidation of a subsidiary.  The Company is currently assessing what impact, if any, the adoption of this statement will have on its consolidated statements.
 
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” to replace SFAS No. 141, “Business Combinations.”  SFAS No. 141(R) requires use of the acquisition method of accounting, defines the acquirer, establishes the acquisition date and broadens the scope to all transactions and other events in which one entity obtains control over one or more other businesses. This statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 with earlier adoption prohibited. While the Company does not expect the adoption of SFAS No. 141(R) to have a material impact to its consolidated financial statements for transactions completed prior to December 31, 2008, the impact of the accounting change could be material for business combinations consummated following adoption.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities." The provisions are effective as of January 1, 2009. This statement requires enhanced disclosures about (i) how and why the Company uses derivative instruments, (ii) how the Company accounts for derivative instruments and related hedged items under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and (iii) how derivative instruments and related hedged items affect the Company’s financial results. The Company is currently evaluating the impact of this statement on its financial statements.
 

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
Interest Rate Risk
 
The Company has short and long-term floating rate debt. If the floating rate were to change by 100 basis points from the March 28, 2008 level, annual interest expense associated with the floating rate debt would be affected by approximately $2.0 million.
 
Foreign Currency
 
The Company is subject to exposure from fluctuations in foreign currency exchange rates, primarily U.S. Dollar/Euro, U.S. Dollar/British Pound, U.S. Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, U.S. Dollar/Australian Dollar and U.S. Dollar/Brazilian Real.
 
The Company is also subject to foreign exchange translation exposure as a result of its foreign operations. A 10% change in the exchange rates for the U.S. Dollar to the currencies noted above at March 28, 2008 would affect currency gain or loss by approximately $0.7 million.
 
Diesel Fuel Hedge
 
In January 2008, the Company entered into an agreement with a financial institution to hedge approximately half of its notional diesel fuel requirements for the year as represented by the diesel fuel consumed by independent freight carriers delivering the Company’s products.  These carriers charge the Company a basic rate per mile that is subject to a mileage surcharge for diesel fuel price increases that they incur.  The hedge agreement is designed to mitigate the volatility of diesel fuel pricing and the resulting per mile surcharges payable by the Company by setting a fixed price per gallon for the year.  Because this diesel hedge instrument does not qualify for hedge accounting under SFAS 133 (“Accounting for Derivative Instruments and Hedging Activities”), the Company has marked the instrument to market at the end of the first quarter and will do so throughout the life of the agreement.  The change in the market value of the hedge agreement was a $1.9 million gain and is reflected in cost of sales.  The diesel fuel hedge agreement expires December 31, 2008.
 
 
ITEM 4.
CONTROLS AND PROCEDURES
 
a.     Evaluation of Disclosure Controls and Procedures
 
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
 
b.     Change in Internal Control over Financial Reporting
 
No change in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 

Cautionary Note on Forward-Looking Statements
 
This release contains forward-looking statements, including, among others, statements relating to short- and long-term financial objectives, sales and earnings growth, margin improvement, price increases, marketing spending, new product introductions, the timing of new product launches, consumer demand for the Company’s products, the shift to concentrated liquid laundry detergent, the impact of the timing of slotting costs and the Company’s diesel fuel hedge program,  the ability to realize manufacturing synergies from the integration of the Orange Glo International, Inc. business acquired in 2006, increases in research and development and product development spending, the effective tax rate, the closing, funding and the impact on earnings and free cash flow of the Orajel acquisition and earnings per share.  These statements represent the intentions, plans, expectations and beliefs of the Company, and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control and could cause actual results to differ materially from such forward-looking statements.  The uncertainties include assumptions as to market growth and consumer demand (including the effect of political and economic events on consumer demand), raw material and energy prices, the financial condition of major customers, and increased marketing spending.  With regard to the new product introductions referred to in this release, there is particular uncertainty relating to trade, competitive and consumer reactions.  Other factors, which could materially affect the results, include the outcome of contingencies, including litigation, pending regulatory proceedings, and environmental remediation. 
 
The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our filings with the U.S. Securities and Exchange Commission.
 
 
 
PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The Company, in the ordinary course of its business, is the subject of, or party to, various pending or threatened legal actions.  The Company believes that any ultimate liability arising from these actions will not have a material adverse effect on its financial position or results of operation.


ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which could materially affect our business, financial condition or future results.  


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
The Company’s Annual Meeting of Stockholders was held May 1, 2008. The following nominees were elected to serve on the Company’s Board of Directors for a term of three years:
 
Nominees
 
For
   
Withheld
 
James R. Craigie
    56,687,171       845,196  
Robert A. Davies, III
    56,525,701       1,006,666  
Rosina B. Dixon, M.D.
    56,555,016       977,351  
Robert D. Leblanc
    56,887,396       644,971  

The Company’s other directors whose term of office continued after the meeting are: T. Rosie Albright, Robert A. McCabe, Ravichandra K. Salegram, Robert K. Shearer, Bradley C. Irwin, J. Richard Leaman, Jr., John O. Whitney and Arthur B. Winkleblack.

The voting results on the other matters submitted to a stockholder vote at the Annual Meeting were as follows:

Approval of the amendment to Church & Dwight’s restated certificate of incorporation to increase the authorized common stock from 150 million shares to 300 million shares:

For
 
Against
 
Abstain
50,723,448
 
6,614,912
 
194,006
 
 
Approval of the Church & Dwight Co., Inc. Omnibus Equity Compensation Plan:

For
 
Against
 
Abstain
 
Broker Non-votes
45,448,525
 
4,342,298
 
230,666
 
7,510,878

 
Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company’s 2008 consolidated financial statements:

For
 
Against
 
Abstain
56,846,642
 
654,126
 
31,599


ITEM 6.                      EXHIBITS

 
(3.1)
Restated Certificate of Incorporation of the Company, as amended through May 9, 2005 – incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended April 1, 2005.
     
 
(3.2)
By-laws of the Company as amended – incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K dated November 5, 2007.
     
 
(10.1)
Church & Dwight Co., Inc. Omnibus Equity Compensation Plan, incorporated by reference to the Company's definitive Proxy Statement, dated March 31, 2008.
     
 •
(10.2)
Form of Nonqualified Stock Option Grant for Employees pursuant to the Church & Dwight Co., Inc. Omnibus Equity Compensation Plan.
     
 •
(10.3)
Form of Nonqualified Stock Option Grant for Directors pursuant to the Church & Dwight Co., Inc. Omnibus Equity Compensation Plan.
     
 • (10.4) Compensation Plan for Directors, amended and restated effective May 1, 2008.
     
 •  (10.5) Deferred Compensation Plan for Directors, amended and restated effective May 1, 2008.
     
 •
(11)
Computation of earnings per share.
     
 •
(31.1)
Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.
     
 •
(31.2)
Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.
     
 •
(32.1)
Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
     
 •
(32.2)
Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
     
     
 
Indicates documents filed herewith.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


     
CHURCH & DWIGHT CO., INC.
     
(REGISTRANT)
       
DATE:
May 6, 2008
 
/s/ Matthew T. Farrell
     
MATTHEW T. FARRELL
     
CHIEF FINANCIAL OFFICER
       
DATE:
May 6, 2008
 
/s/ Steven J. Katz
     
STEVEN J. KATZ
     
VICE PRESIDENT AND
     
CONTROLLER
     
(PRINCIPAL ACCOUNTING OFFICER)



EXHIBIT INDEX

 
(3.1)
Restated Certificate of Incorporation of the Company, as amended through May 9, 2005 – incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended April 1, 2005.
     
 
(3.2)
By-laws of the Company as amended – incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K dated November 5, 2007.
     
 
(10.1)
Church & Dwight Co., Inc. Omnibus Equity Compensation Plan, incorporated by reference to the Company's definitive Proxy Statement, dated March 31, 2008.
     
 •
(10.2)
Form of Nonqualified Stock Option Grant for Employees pursuant to the Church & Dwight Co., Inc. Omnibus Equity Compensation Plan.
     
 •
(10.3)
Form of Nonqualified Stock Option Grant for Directors pursuant to the Church & Dwight Co., Inc. Omnibus Equity Compensation Plan.
     
 •  (10.4) Compensation Plan for Directors, amended and restated effective May 1, 2008. 
     
 •
(10.5)
Deferred Compensation Plan for Directors, amended and restated effective May 1, 2008. 
     
 •
(11)
Computation of earnings per share.
     
 •
(31.1)
Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.
     
 •
(31.2)
Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.
     
 •
(32.1)
Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
     
 •
(32.2)
Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
   
 
     
 
Indicates documents filed herewith.


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