CHURCH & DWIGHT CO INC /DE/ (Form: 10-Q, Received: 05/06/2008 16:17:56)

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

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.

TABLE OF CONTENTS

PART I

Item		Page
1.	Financial Statements	3
2.	Management’s Discussion and Analysis	23
3.	Quantitative and Qualitative Disclosure About Market Risk	27
4.	Controls and Procedures	28

PART II

1.	Legal Proceedings	29
1A.	Risk Factors	29
4.	Submission of Matters to a Vote of Security Holders	29
6.	Exhibits	30

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Table of Contents

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.

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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.

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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.

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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

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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.

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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.”

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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

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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

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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.

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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

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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

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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.

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CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

11.	Commitments, contingencies and guarantees

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.

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.

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.

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.

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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.

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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.

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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

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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

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	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

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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

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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.

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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

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

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)

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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.

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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

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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 Activit ies ," 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.

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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.

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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

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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.

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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)

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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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EXHIBIT 10.2

CHURCH & DWIGHT CO., INC.

2008 OMNIBUS EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT

This STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of _________________ (the “Date of Grant”), is delivered by Church & Dwight Co., Inc. (the “Company”) to _______________ (the “Grantee”).

RECITALS

A. The Church & Dwight Co., Inc. 2008 Omnibus Equity Compensation Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Compensation Committee of the Company’s Board of Directors (the “Committee”), which administers the Plan, has decided to make a stock option grant as an inducement for the Grantee to continue in the employ of the Employer (as defined in the Plan) and promote the best interests of the Company and its stockholders. References in this Agreement to the Committee shall include any successor thereto appointed under and in accordance with the Plan.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

1. Grant of Option . Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase ___________ shares of common stock of the Company (“Shares”) at an exercise price of $_________ per Share. The Option shall become exercisable according to Paragraph 2 below.

2. Exercisability of Option . Except as provided in Paragraphs 3(b) and 5 below or the Plan, the Option shall become exercisable on the following dates, if the Grantee continues to be employed by the Employer on the applicable vesting date (“Vesting Date”):

Vesting Date	Shares for Which the Option is Exercisable on the Vesting Date
Third anniversary of the Date of Grant	100 %

3. Term of Option .

(a) The Option shall have a term of ten years from the Date of Grant and shall terminate on the tenth anniversary of the Date of Grant, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.

(b) The Option shall automatically terminate upon the happening of the first of the following events:

(i) The expiration of the 30-day period after the Grantee ceases to be employed by the Employer, if the termination is for any reason other than Disability (as defined below), death, Retirement (as defined below) or Cause (as defined below). If the Grantee’s employment is involuntarily terminated by the Employer without Cause and if the Grantee executes and does not revoke a written release, in a form acceptable to the Company, of any and all claims against the Employer and all related parties with respect to all matters arising out of the Grantee’s employment with the Employer, and the termination thereof (the “Release”), then the Option shall continue to become exercisable in accordance with Paragraph 2 above during the 30-day period set forth in this clause (i).

(ii) The expiration of the three-year period after the Grantee ceases to be employed by the Employer on account of the Grantee’s Disability, and the Option shall continue to become exercisable in accordance with Paragraph 2 above during such three-year period. For purposes of this Agreement, the term “Disability” shall mean the Grantee’s inability to render services to the Employer for a period of six consecutive months by reason of permanent disability, as determined by the written medical opinion of an independent medical physician reasonably acceptable to the Employer. In no event shall the Grantee be considered Disabled for purposes of this Agreement unless the Grantee is deemed disabled pursuant to the Employer’s long-term disability plan, if one is maintained by the Employer at the time of the claimed disability.

(iii) The expiration of the three-year period after the Grantee ceases to be employed by the Employer, if the Grantee dies while employed by the Employer, and the Option shall continue to become exercisable in accordance with Paragraph 2 above during such three-year period.

(iv) The expiration of the three-year period after the Grantee ceases to be employed by the Employer on account of the Grantee’s Retirement, and the Option shall continue to become exercisable in accordance with Paragraph 2 above during such three-year period. For purposes of this Agreement, a Grantee shall be considered to meet the requirements of “Retirement” if:

(1) The Grantee’s termination of employment is voluntary and without Cause and the Grantee (A) has provided the Employer with at least 120 days prior written notice of the termination date, (B) has entered into a separation agreement with the Employer that contains confidentiality, non-competition, non-solicitation, non-disparagement and invention assignment provisions, and (C) is age 55 or above with at least five years of service at the Grantee’s termination date and the sum of the Grantee’s age and years of service at the termination date is equal to or greater than 65; or

(2) The Grantee’s termination of employment is involuntary without Cause and the Grantee (A) pursuant to the request of the Employer, has entered into a separation agreement with the Employer that contains confidentiality, non-competition, non-solicitation and non-disparagement provisions, and (B) is age 55 or above with at least five years of service at the Grantee’s termination date and the sum of the Grantee’s age and years of service at the termination date is equal to or greater than 65.

(v) The date on which the Grantee ceases to be employed by the Employer for Cause. In addition, upon a termination for Cause, the Grantee shall automatically forfeit all Shares underlying any exercised portion of an Option for which the Company has not yet delivered the Share certificates, upon refund by the Company to the Grantee of the exercise price paid by the Grantee for such Shares. Notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause with respect to the Employer after the Grantee’s employment terminates, the Option shall immediately terminate. For purposes of this Agreement, the term “Cause” shall mean the Grantee’s dishonesty, fraud, insubordination, willful misconduct or refusal to attempt to perform services (for any reason other than illness or incapacity), as determined by the Committee in its sole discretion.

Notwithstanding the foregoing, in no event may the Option be exercised on or after the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by the Employer, and that will not subsequently become exercisable as provided in subparagraph 3(b)(i), (ii), (iii) or (iv) above, shall immediately terminate. The portion of the Option that is exercisable or will become exercisable under subparagraph 3(b)(i), (ii), (iii) or (iv) after the Executive’s termination of employment shall be determined as of the Executive’s termination date based on the vesting schedule in Paragraph 2 (without regard to any Change of Control that could occur after termination of employment), and the remainder of the Option shall terminate and cease to be outstanding as of the Executive’s termination date.

4. Exercise Procedures .

(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Company from time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares of the Company, which shall be valued at their fair market value on the date of exercise, or by attestation (on a form prescribed by the Company) to ownership of Shares having a fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (iv) by such other method as the Committee may approve. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option.

(b) The Company’s obligation to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate by the Company, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

(c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA and Medicare), state and local tax liabilities.

5. Change of Control . The provisions of the Plan applicable to a Change of Control (as defined in the Plan) shall apply to the outstanding Option, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

6. Restrictions on Exercise . Except as the Committee may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.

7. Grant Subject to Plan Provisions . This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) the registration, qualification or listing of the Shares, (b) changes in capitalization of the Company and (c) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. By accepting the grant of the Option, the Grantee agrees to be bound by the terms of the Plan and this Agreement and agrees that all of the decisions and determinations of the Committee shall be final and binding.

8. No Employment or Other Rights . The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ of any Employer and shall not interfere in any way with the right of any Employer to terminate the Grantee’s employment at any time. The right of any Employer to terminate at will the Grantee’s employment at any time for any reason is specifically reserved.

9. No Stockholder Rights . Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.

10. Assignment and Transfers . Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

11. Applicable Law . The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

12. Notice . Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at 469 North Harrison Street, Princeton, New Jersey 08543-5297, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand or by a recognized courier service such as FedEx or UPS, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

	CHURCH & DWIGHT CO., INC.
	By:
	Name:
	Title:
	Grantee:
	Date:


Date:	May 6, 2008	/s/ James R. Craigie
		James R. Craigie
		Chief Executive Officer