8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of the report (Date of earliest event reported): October 1, 2012

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-10585	13-4996950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
469 North Harrison Street, Princeton, New Jersey		08543
(Address of Principal Executive Offices)		(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On October 1, 2012, Church & Dwight Co., Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original 8-K”) reporting, among other things, the Company’s acquisition of all of the issued and outstanding capital stock of Avid Health, Inc. (“Avid Health”) pursuant to a Stock Purchase Agreement dated August 17, 2012. This amendment is being filed to amend and supplement Item 9.01 of the Original 8-K to include certain historical financial statements of Avid Health and the Company’s unaudited pro forma financial information relating to the effects of the acquisition, which financial statements and unaudited pro forma information are filed as exhibits hereto.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
23.1	Consent of Moss Adams LLP, Independent Auditor of Avid Health, Inc.
99.1	Audited Financial Statements of Avid Health, Inc. as of December 31, 2011 and for the year then ended
99.2	Unaudited Financial Statements of Avid Health, Inc. as of September 30, 2012 and 2011 and for the nine-month periods then ended
99.3	Unaudited Condensed Combined Pro Forma Balance Sheet as of September 30, 2012 and Unaudited Condensed Combined Statements of Income for the nine months ended September 30, 2012 and for the year ended December 31, 2012

SIGNATURE

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

	CHURCH & DWIGHT CO., INC. a Delaware Corporation
Date: December 7, 2012		/s/ Matthew T. Farrell
		Matthew T. Farrell
		Executive Vice President and Chief Financial Officer

EX-23.1

EXHIBIT 23.1

CONSENT OF MOSS ADAMS LLP, INDEPENDENT AUDITOR OF AVID HEALTH, INC.

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-152139, 333-127019, 333-112544, 333-112545, 333-112546, 333-112547 and 333-107364, and Form S-3 No. 333-166762) of Church & Dwight Co., Inc. and Subsidiaries of our report dated December 7, 2012, relating to the consolidated financial statements of Avid Health, Inc. and Subsidiaries as of December 31, 2011, and for the year then ended, which report is included in this current report on Form 8-K/A.

/s/ Moss Adams LLP

Portland, Oregon

December 7, 2012

EX-99.1

EXHIBIT 99.1

REPORT OF INDEPENDENT AUDITORS

The Stockholders and Board of Directors

Avid Health, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Avid Health, Inc. and Subsidiaries (the Company) as of December 31, 2011, and the related consolidated statements of income, changes in stockholders’ deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Avid Health, Inc. and Subsidiaries as of December 31, 2011, and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Moss Adams LLP

Portland, Oregon

December 7, 2012

1

AVID HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2011

(in thousands)

ASSETS
CURRENT ASSETS
Cash	$	927
Accounts receivable, net		28,939
Inventory		22,667
Prepaid expenses and deposits		1,100
Net deferred tax assets		1,954
Total current assets		55,587
PROPERTY, PLANT, AND EQUIPMENT
Machinery and equipment		24,877
Leasehold improvements		11,849
Furniture and office equipment		1,240
Vehicles		75
Construction work in process		279
		38,320
Less accumulated depreciation and amortization		9,536
Net property, plant, and equipment		28,784
OTHER ASSETS		1,974
Total assets	$	86,345

2

AVID HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2011

(in thousands)

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Book overdraft	$	5,173
Line of credit		5,066
Trade accounts payable		11,384
Accrued expenses		5,466
Income taxes payable		1,367
Current portion of long-term debt		6,000
Current portion of related party long-term debt		5,400
Total current liabilities		39,856
LONG-TERM LIABILITIES
Long-term debt, net of current portion		31,000
Long-term debt, related party, net of current portion		21,600
Deferred tax liability		6,336
Total long-term liabilities		58,936
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS’ DEFICIT
Common stock, $0.01 par value, authorized 7,100,000 shares
Class B common stock - authorized 5,600,000 shares, 5,525,520 shares issued and outstanding		55
Class C common stock - authorized 1,500,000 shares, 920,920 shares issued and outstanding		9
Stockholders’ deficit		(12,511	)
Total stockholders’ deficit		(12,447	)
Total liabilities and stockholders’ deficit	$	86,345

3

AVID HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2011

(in thousands)

NET SALES	$	198,467
COST OF GOODS SOLD		121,672
GROSS PROFIT		76,795
EXPENSES
Selling, general and administrative		29,778
Research and development		1,275
TOTAL EXPENSES		31,053
OPERATING INCOME		45,742
OTHER INCOME (EXPENSE)
Interest expense		(1,914	)
Interest income		4
Other		(6	)
		(1,916	)
NET INCOME BEFORE INCOME TAXES		43,826
INCOME TAXES		14,243
NET INCOME	$	29,583

4

AVID HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2011

(in thousands, except share amounts)

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance at January 1, 2011		5,525,520		55		—		(5,978	)		(5,923	)
Issuance of common stock		920,920		9		—		(9	)		0
Dividends		—		—		—		(36,107	)		(36,107	)
Net income		—		—		—		29,583			29,583
Balance at December 31, 2011		6,446,440	$	64	$	—	$	(12,511	)	$	(12,447	)

5

AVID HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2011

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	29,583
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization		2,891
Non-cash interest expense related to amortization of loan costs		592
Loss on disposal of equipment		6
Deferred income taxes		3,605
Change in assets and liabilities
Accounts receivable		(10,601	)
Inventory		(3,830	)
Prepaid expenses and deposits		(4	)
Trade accounts payable		4,440
Accrued expenses		1,908
Income taxes payable		365
Net cash from operating activities		28,955
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment		29
Purchase of property, plant, and equipment		(13,022	)
Net cash from investing activities		(12,993	)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on book overdraft		2,170
Borrowings on line of credit		5,066
Payment of loan fees and transaction costs		(310	)
Payments on long-term debt		(14,125	)
Dividends paid		(9,107	)
Net cash from financing activities		(16,306	)
CHANGE IN CASH		(344	)
CASH, beginning of year		1,271
CASH, end of year	$	927
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Note payable issued for accrued dividend	$	27,000
Stock dividend	$	9

6

Note 1 – Nature of Operations

Avid Health, Inc. is a holding company incorporated under the laws of the State of Washington. Avid Health, Inc. conducts business in the nutritional supplement industry through four wholly-owned subsidiaries, Northwest Natural Products, Inc., Nutrition Now, Inc., Supplement Sciences, Inc., and International Supplement Sciences, Inc. and is headquartered in Vancouver, Washington (collectively, the “Company”). Northwest Natural Products, Inc. is a sales and distribution company primarily selling to distributors and large retail customers. Nutrition Now, Inc. is a sales and distribution company primarily selling to small and medium sized retail customers. Supplement Sciences, Inc. is a manufacturing company responsible for manufacturing all of the products sold by Northwest Natural Products, Inc. and International Supplement Sciences, Inc. is located in Canada and has limited activity.

The Company’s product line includes vitamins, herbal supplements, and special formulas. The Company manufactures and sells its products through distributors, brokers, and direct sales primarily in the United States with sales also occurring in Canada, Mexico, Europe, and Asia.

The Company elected S corporation status as of January 1, 2012.

On October 1, 2012, 100% of the equity of the Company was acquired by Church & Dwight Co., Inc. for approximately $650 million. The Company was subsequently merged into Church & Dwight Co., Inc. All outstanding indebtedness of the Company was extinguished concurrent with the acquisition.

Note 2 – Summary of Significant Accounting Policies

Principles of consolidation – The accompanying consolidated financial statements include the accounts of Avid Health, Inc. and its wholly-owned subsidiaries, Northwest Natural Products, Inc., Nutrition Now, Inc., Supplement Sciences, Inc., and International Supplement Sciences, Inc. All significant intercompany balances and transactions have been eliminated.

Cash equivalents – The Company considers all highly liquid investment securities purchased with a maturity of three months or less to be cash equivalents. To the extent outstanding checks exceed the Company’s bank balances, the Company records the overdraft as a current liability.

Accounts receivable – Accounts receivable are recorded when invoices are issued and written off when they are determined to be uncollectible. The Company provides allowances for payment term discounts and other charges and doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, review of specific problem accounts, existing economic conditions, and the financial stability of its customers. Generally, the Company considers trade receivables past due after 30 days or 60 days, depending upon the customer. Allowances totaled $5,538 at December 31, 2011.

Concentration of credit risk – The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and trade receivables. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. Credit is extended to customers generally without collateral requirements. Three customers account for approximately 77% of trade receivables as of December 31, 2011.

Inventory – Inventory consisting primarily of nutritional supplements and related packaging material is stated at the lower of cost (first-in, first-out basis) or market. Abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) are recognized as period costs and not capitalized into inventory. Fixed production overhead costs are allocated to inventories based upon normal capacity of production facilities.

The Company monitors and analyzes inventory on a regular basis. Cycle counts are taken periodically to verify inventory levels. In addition, the Company analyzes movement of items within inventory in an effort to determine the likelihood that inventory will be sold or used before expiration dates are reached. The Company records an impairment charge for that portion of inventory that they believe is unlikely to be sold or used before expiration dates are reached.

7

Property, plant, and equipment – Property, plant, and equipment are recorded at cost and include expenditures for items which substantially increase the useful lives of the existing property, plant, and equipment. Expenditures for normal repairs and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from three to ten years. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the lease term (including renewal periods that are reasonably assured). Depreciation and amortization expense totaled $2,891 for the year ended December 31, 2011.

Long-lived assets are reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management compares the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized. No impairment has occurred for the year ended December 31, 2011.

Other assets – Other assets consist of transaction costs which include loan fees and other costs associated with financing transactions and are amortized over the term of the related debt using the straight-line method, which approximates the effective interest method.

Revenue recognition – The Company recognizes revenue upon shipping terms to the customer and the point at which risk of loss is transferred. Net sales represent product sales less actual and estimated returns, spoilage allowances, allowances for products deemed to be unsaleable by the customers, and slotting fees, rebates, and other expenditures. Estimates and allowances are based upon known claims and an estimate of additional returns when the amount of future returns can be reasonably estimated.

Shipping and handling costs – The Company expenses shipping and handling costs to cost of goods sold as products are shipped.

Sales taxes – Sales are presented net of sales taxes. The obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities.

Advertising – The Company expenses advertising costs as incurred. Advertising expense was $8,082 for the year ended December 31, 2011.

Research and development – The Company expenses research and development costs as incurred. Research and development expense was $1,275 for the year ended December 31, 2011.

Stock-based compensation – The Company has a stock-based employee compensation plan, which is described more fully in Note 11. The Company accounts for the value of stock options issued to employees as an expense.

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the accounts receivable allowances, valuation of inventory, the net realizable value of property, plant, and equipment, the fair value of stock-based compensation and valuation of deferred tax assets.

Consolidation of variable interest entities – Management evaluates the Company’s explicit and implicit variable interests to determine if they have any variable interests in VIEs. The analysis includes consideration of the design of the entity, its organizational structure, including decision making ability over the activities that most significantly impact the VIE’s economic performance. Generally accepted accounting principles require a reporting entity to consolidate a VIE when the reporting entity has a variable interest, or combination of variable interest, that provides it with a controlling financial interest in the VIE. See Note 7.

8

Income taxes – The Company files income tax returns in the U.S. federal jurisdiction. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities at the applicable enacted tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. There was no valuation allowance at December 31, 2011. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company’s effective tax rate on future earnings.

The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as a component of income tax expense.

The Company is subject to taxes in the U.S. federal jurisdiction. Generally, the Company is no longer subject to U.S. federal income tax examination for tax years ended before December 31, 2008. However, to the event allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or credit carryforward amount. The Company is not currently under examination in any income tax jurisdictions.

Subsequent events – Subsequent events are events or transactions that occur after the consolidated balance sheet date but before the consolidated financial statements are issued. The Company recognizes in the consolidated financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the consolidated balance sheet, including estimates inherent in the process of preparing the consolidated financial statements. The Company’s consolidated financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the consolidated balance sheet but arose after the consolidated balance sheet date and before the consolidated financial statements are issued. The Company has evaluated subsequent events through December 7, 2012, the date the consolidated financial statements were issued.

9

Note 3 – Inventory

Inventory consists of the following at December 31:

	2011
Raw materials	$	14,361
Work in process		1,903
Finished goods		6,403
Total inventory	$	22,667

Note 4 – Income Taxes

Deferred tax assets and liabilities at December 31 include the tax effects of temporary differences as follows:

	2011
Deferred tax assets
Allowance for returns, claims, and doubtful accounts	$	789
Inventory		731
Accrued rent liability		171
Accrued wages and vacation		118
Foreign exchange reserve		15
Capitalized legal costs related to trademarks and patents		175
Other accruals		8
Accrued bonus		350
Foreign tax credit		24
	$	2,381
Deferred tax liabilities
Prepaid expenses	$	228
Accelerated tax depreciation		6,535
	$	6,763

The Company’s provision for income taxes differs from the statutory federal rate applied to income before income taxes primarily due to nondeductible/nontaxable items under federal tax code, including the IRC Section 199 domestic production activities deduction.

The components of the provision for income taxes for the year ended December 31 are as follows:

	2011
Current	$	10,638
Deferred		3,605
	$	14,243

Cash paid for income taxes was $10,250 in 2011.

Effective January 1, 2012, the Company elected S corporation status.

10

Note 5 – Line of Credit

At December 31, 2011, the Company maintains a $25,000 revolving line of credit with financial institutions, maturing December 2016. Interest is payable monthly on the outstanding principal balance at the LIBOR or Federal Funds rate plus a margin dependent on the Company’s prior-quarter leverage ratio (4.50% at December 31, 2011). Additionally, a tiered fee is payable on unused commitments also based on the Company’s prior-quarter leverage ratio. This fee was 0.30% at December 31, 2011. The line is subject to certain restrictive covenants and secured by substantially all Company assets. The outstanding balance at December 31, 2011 was $5,066.

Note 6 – Long Term Debt

	December 31, 2011
Term note	$	37,000
Subordinated term note		27,000
		64,000
Less current portion		11,400
	$	52,600

Term note – Payable to financial institutions with interest at the LIBOR floor rate plus a margin dependent on the Company’s prior-quarter leverage ratio (total interest rate of 2.81% at December 31, 2011). The loan is collateralized by substantially all Company assets and subject to certain restrictive covenants. The loan principal is payable in quarterly amounts of $1,500 beginning March 31, 2012. The Company has two interest rate cap agreements (initial notional amounts of $15,063 and $14,000) with a financial institution to cap rates at 5.00% and 6.00%, expiring December 2013 and September 2012. The cost of this agreement is included in other assets. The Company has determined the fair value of the interest rate cap agreement to be nominal.

Subordinated term note – Payable to a stockholder resulting from a dividend payment with interest at 3.0%. This note is subject to certain restrictive covenants and additional provisions upon a significant change in ownership. Payments of $5,400, plus accrued interest, are due annually on December 31, 2012 through December 31, 2016.

11

Future maturities on long-term debt are as follows as of the year ended December 31:

2012	$	11,400
2013		11,400
2014		11,400
2015		11,400
2016		18,400
	$	64,000

Cash paid for interest was $1,321 in 2011. Concurrent with the sale of the Company to Church & Dwight Co., Inc., on October 1, 2012, all outstanding indebtedness of the Company was extinguished.

Note 7 – Related Party Transactions

Debt – In December 2011, the Company entered into a $27,000 subordinated term note with a stockholder, maturing December 2016. Interest accrues on the outstanding principal balance at 3.00%. No cash was paid for interest in 2011. At December 31, 2011, the current portion totaled $5,400. Concurrent with the sale of the Company to Church & Dwight Co., Inc., on October 1, 2012, all outstanding indebtedness of the Company was extinguished.

Facility leases – The Company maintains 5-year and 10-year triple-net operating leases for approximately 418,000 square feet of office, warehouse, mezzanine, and yard space with options to renew from various real estate entities related by common ownership. The Company is not contractually exposed to losses of the related-party leasing entities if any such losses should occur.

Following is a schedule of future minimum lease payments for years ending December 31:

2012	$	2,108
2013		2,144
2014		2,172
2015		1,271
2016		900
Thereafter		3,598
	$	12,193

These future minimum lease payments include lease renewal periods as management intends to renew as leases terminate. Rent expense for these leases was $2,073 for the year ended December 31, 2011.

The Company has determined the related entities, which are owner-financed through a combination of related party loans and equity contributions, are variable interest entities and has also determined it is not the primary beneficiary because the Company does not have the power to direct activities of the related entities that most significantly impact the related entities’ economic performance. In addition, the Company is not contractually exposed to losses of the related-party leasing entities if any such losses should occur. The activities for which the power to direct was evaluated in making this determination included identification of real estate and negotiating real estate acquisitions, development decisions, evaluation of whether to sell or hold and operate rental real estate, and negotiation and acceptance of lease terms. Accordingly, the Company has not consolidated the related entities.

12

Note 8 – Retirement Plan

The Company sponsors a 401(k) profit sharing plan covering substantially all of its employees. Profit sharing and employer matching contributions are made at the discretion of management. Employer matching contributions of $0.50 for every $1 of employee contributions up to 15% of eligible compensation totaled $220 for the year ended December 31, 2011. There have been no profit sharing contributions for the year ended December 31, 2011.

Note 9 – Concentrations, Commitments, and Contingencies

Customer concentration – Three customers account for approximately 71% of sales for the year ended December 31, 2011.

Product concentration – Two of the Company’s products accounted for approximately 46% of sales for the year ended December 31, 2011.

Operating leases – The Company leases warehouse and office space in Vancouver, Washington and British Columbia, Canada under noncancellable operating leases. The original lease terms range from 3 to 5 years and expire in 2012 through 2014 with options to renew.

Payments due on operating leases with unrelated parties for years subsequent to December 31, 2011 are as follows:

2012	$	322
2013		312
2014		208
	$	842

Rent expense for these operating leases was $336 for the year ended December 31, 2011.

Claims – In the ordinary course of business, the Company may be subject to potential claims related to labor, product, and other matters. Management believes there are no pending claims that may have a material adverse effect on the Company’s financial position or results of operations. Were such a claim to occur, the Company would record a contingent liability in the period in which the effect becomes reasonably estimable.

Note 10 – Capital Stock

The Board of Directors of the Company has the authority to issue preferred stock and establish specific rights and privileges upon issuance. The classes of common stock in Avid Health, Inc. have various rights and privileges as established in the articles of incorporation and shareholder agreement.

Note 11 – Stock Option Plan

The Company established the 2005 Stock Incentive Plan (the Plan) to offer selected individuals non-qualified options (NQO’s) to acquire shares of Class C common stock. Under the Plan, the Company is authorized to grant options for up to 500,000 shares. Remaining shares available for grants amount to 226,250 at December 31, 2011. The exercise price of each option is equal to the market price of the Company’s stock on the date of the grant. NQO’s granted under the Plan are exercisable for ten years from the date of the grant and shares generally vest equally over four years. The options may become fully vested and are subject to forfeiture under certain circumstances. The following is a summary of option activity under the Plan:

13

	Number of Options			Weighted Average Exercise Price
Outstanding – January 1, 2011		365,000			0.30
Purchase of options by the Company		(91,250	)		0.10
Outstanding – December 31, 2011		273,750			0.37

The Company purchased 91,250 options in 2011 for consideration of $1,639, which was recorded as an operating expense. The option purchase was a one-time transaction and the Company does not have a policy or historical practice of repurchasing outstanding options.

The number of options exercisable is 273,750 with a weighted average exercise price of $0.37 at December 31, 2011.

The following is a summary of non-vested options:

	Number of Options			Fair Value at Date of  Grant
Outstanding – January 1, 2011		28,750		$	22
Vested during the year		(28,750	)		(22	)
Balance, December 31, 2011		—		$	—

During the year ended December 31, 2011, all options vested. The Company has determined the value of the options at the date of grant to be immaterial and has not recognized compensation expense.

14

EX-99.2

EXHIBIT 99.2

AVID HEALTH, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30, 2012		December 31, 2011
ASSETS
CURRENT ASSETS
Cash	$	1,621	$	927
Accounts receivable, net		25,566		28,939
Inventory		32,125		22,667
Prepaid expenses and deposits		1,942		1,100
Net deferred tax assets		—		1,954
Total current assets		61,254		55,587
PROPERTY, PLANT, AND EQUIPMENT
Machinery and equipment		26,580		24,952
Leasehold improvements		12,281		11,849
Furniture and office equipment		1,426		1,240
Construction work in process		1,888		279
		42,175		38,320
Less accumulated depreciation and amortization		12,413		9,536
Net property, plant, and equipment		29,762		28,784
OTHER ASSETS		1,519		1,974
Total assets	$	92,535	$	86,345

1

AVID HEALTH, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30, 2012		December 31, 2011
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Book overdraft	$	—	$	5,173
Line of credit		—		5,066
Trade accounts payable		10,224		11,384
Accrued expenses		5,374		5,466
Income taxes payable		91		1,367
Current portion of long-term debt		6,000		6,000
Current portion of related party long-term debt		5,400		5,400
Total current liabilities		27,089		39,856
LONG-TERM LIABILITIES
Long-term debt, net of current portion		26,500		31,000
Long-term debt, related party, net of current portion		21,600		21,600
Deferred tax liability		—		6,336
Total long-term liabilities		48,100		58,936
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.01 par value, authorized 7,100,000 shares
Class B common stock - authorized 5,600,000 shares, 5,525,520 shares issued and outstanding		55		55
Class C common stock - authorized 1,500,000 shares, 920,920 shares issued and outstanding		9		9
Stockholders’ equity (deficit)		17,282		(12,511	)
Total stockholders’ equity (deficit)		17,346		(12,447	)
Total liabilities and stockholders’ equity (deficit)	$	92,535	$	86,345

2

AVID HEALTH, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands)

	Period Ended September 30,
	2012			2011
NET SALES	$	184,100		$	136,123
COST OF GOODS SOLD		114,191			83,996
GROSS PROFIT		69,909			52,127
EXPENSES
Selling, general and administrative		25,046			21,068
Research and development		1,166			813
TOTAL EXPENSES		26,212			21,881
OPERATING INCOME		43,697			30,246
OTHER INCOME (EXPENSE)
Interest expense		(1,847	)		(1,485	)
Interest income		2			4
Other		(8	)		—
		(1,853	)		(1,481	)
NET INCOME BEFORE INCOME TAXES		41,844			28,765
INCOME TAXES (BENEFIT)		(4,259	)		10,106
NET INCOME	$	46,103		$	18,659

3

AVID HEALTH, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share amounts)

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Equity (Deficit)			Equity (Deficit)
Balance at January 1, 2011		5,525,520	$	55	$	—	$	(5,978	)	$	(5,923	)
Issuance of common stock		920,920		9		—		(9	)		—
Dividends paid		—		—		—		(36,107	)		(36,107	)
Net income		—		—		—		29,583			29,583
Balance at December 31, 2011		6,446,440		64		—		(12,511	)		(12,447	)
Dividends paid		—		—		—		(16,310	)		(16,310	)
Net income		—		—		—		46,103			46,103
Balance at September 30, 2012		6,446,440	$	64	$	—	$	17,282		$	17,346

4

AVID HEALTH, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Period Ended September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	46,103		$	18,659
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization		3,129			1,851
Non-cash interest expense related to amortization of loan costs		491			440
Loss on disposal of equipment		8			—
Deferred income taxes		(4,382	)		—
Change in assets and liabilities
Accounts receivable		3,373			1,454
Inventory		(9,458	)		(2,028	)
Prepaid expenses and deposits		(842	)		(364	)
Book overdraft		(5,173	)		(3,003	)
Trade accounts payable		(1,160	)		56
Accrued expenses		(92	)		778
Income taxes payable		(1,276	)		2,299
Net cash from operating activities		30,721			20,142
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment		(4,115	)		(11,848	)
Net cash from investing activities		(4,115	)		(11,848	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net activity on line of credit		(5,066	)		—
Payment of loan fees and transaction costs		(36	)		—
Payments on long-term debt		(4,500	)		(7,314	)
Dividends paid		(16,310	)		—
Net cash from financing activities		(25,912	)		(7,314	)
CHANGE IN CASH		694			980
CASH, beginning of year		927			1,271
CASH, end of period	$	1,621		$	2,251

5

Note 1 – Nature of Operations

Avid Health, Inc. is a holding company incorporated under the laws of the State of Washington. Avid Health, Inc. conducts business in the nutritional supplement industry through four wholly-owned subsidiaries, Northwest Natural Products, Inc., Nutrition Now, Inc., Supplement Sciences, Inc., and International Supplement Sciences, Inc. and is headquartered in Vancouver, Washington (collectively, the Company). Northwest Natural Products, Inc. is a sales and distribution company primarily selling to distributors and large retail customers. Nutrition Now, Inc. is a sales and distribution company primarily selling to small and medium sized retail customers. Supplement Sciences, Inc. is a manufacturing company responsible for manufacturing all of the products sold by Northwest Natural Products, Inc. and International Supplement Sciences, Inc. is located in Canada and has limited activity.

The Company’s product line includes vitamins, herbal supplements, and special formulas. The Company manufactures and sells its products through distributors, brokers, and direct sales primarily in the United States with sales also occurring in Canada, Mexico, Europe, and Asia.

On October 1, 2012, 100% of the equity of the Company was acquired by Church & Dwight Co., Inc. for approximately $650 million. The Company was subsequently merged into Church & Dwight Co., Inc. All outstanding indebtedness of the Company was extinguished concurrent with the acquisition.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation – The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. They do not include all information and footnotes necessary for a fair presentation of the Company’s financial position and the results of operations and cash flows in conformity with U.S. GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes as of December 31, 2011, and for the year then ended. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the period presented have been included in the interim period.

Principles of consolidation – The accompanying interim consolidated financial statements include the accounts of Avid Health, Inc. and its wholly-owned subsidiaries, Northwest Natural Products, Inc., Nutrition Now, Inc., Supplement Sciences, Inc., and International Supplement Sciences, Inc. All significant intercompany balances and transactions have been eliminated.

Revenue recognition – The Company recognizes revenue upon shipping terms to the customer and the point at which risk of loss is transferred. Net sales represent product sales less actual and estimated returns, spoilage allowances, allowances for products deemed to be unsaleable by the customers, and slotting fees, rebates, and other expenditures. Estimates and allowances are based upon known claims and an estimate of additional returns when the amount of future returns can be reasonably estimated.

Customer concentration – Three customers account for approximately 67% and 71% of sales for the periods ended September 30, 2012 and 2011, respectively.

Accounts receivable – Allowances for doubtful accounts, payment term discounts, promotional discounts, product returns and other charges totaled $5,593 and $5,538 at September 30, 2012 and December 31, 2011, respectively.

Concentration of credit risk – The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and trade receivables. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. Credit is extended to customers generally without collateral requirements. Three customers account for approximately 66% and 77% of trade receivables as of September 30, 2012 and December 31, 2011, respectively.

6

Property, plant, and equipment – Depreciation and amortization expense totaled $3,129 and $1,851 for the nine month period ended September 30, 2012 and 2011, respectively.

Advertising – The Company expenses advertising costs as incurred. Advertising expense was $9,096 and $6,071 for the nine month period ended September 30, 2012 and 2011, respectively.

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the accounts receivable allowances, valuation of inventory, valuation of property, plant, and equipment, the fair value of stock-based compensation and valuation of deferred tax assets.

Income taxes – Effective January 1, 2012, the Company elected S Corporation status for federal income tax reporting purposes. Accordingly, for the period ended September 30, 2012, all federal income tax attributes are passed through to the Company’s shareholders.

Under provisions for converting from a C Corporation to a Subchapter S Corporation under the Internal Revenue Code, the Company is liable for tax imposed on built-in-gains on the assets and liabilities of the corporation on the day of election. Built-in gains are due to the difference between the fair market value and tax basis of assets and liabilities. Any assets disposed of subsequent to the ten-year recognition period following the day of election would not be subject to the built-in gains tax. The Company has not recorded any liability associated with this built-in gains tax exposure, as it does not believe that it will generate any recognized built-in gains from transactions within the ten-year recognition period.

Note 3 – Inventory

Inventory consists of the following:

	September 30,		December 31,
	2012		2011
Raw materials	$	22,899	$	14,361
Work in process		838		1,903
Finished goods		8,388		6,403
Total inventory	$	32,125	$	22,667

Note 4 – Income Taxes

The components of the provision (benefit) for income taxes are as follows for the period ended September 30, 2012:

Current	$	123
Deferred		(4,382	)
	$	(4,259	)

Effective January 1, 2012, the Company elected S corporation status. The Company’s provision (benefit) for income taxes differs from the statutory federal rate applied to income before income taxes primarily due to the Company converting from a C Corporation to a Subchapter S Corporation under the Internal Revenue Code.

Cash paid for income taxes was $1,475 and $7,750 in 2012 and 2011, respectively.

7

Note 5 – Line of Credit

At September 30, 2012, the Company maintains a $25,000 revolving line of credit with financial institutions, maturing December 2016. Interest is payable monthly on the outstanding principal balance at the LIBOR or Federal Funds rate plus a margin dependent on the Company’s prior-quarter leverage ratio (2.25% at September 30, 2012). Additionally, a tiered fee is payable on unused commitments also based on the Company’s prior-quarter leverage ratio. This fee was 0.25% at September 30, 2012. The line is subject to certain restrictive covenants and secured by substantially all Company assets. There was no outstanding balance at September 30, 2012.

Note 6 – Long Term Debt

	September 30,		December 31,
	2012		2011
Term note	$	32,500	$	37,000
Subordinated term note		27,000		27,000
		59,500		64,000
Less current portion		11,400		11,400
	$	48,100	$	52,600

Term note – Payable to financial institutions with interest at the LIBOR floor rate plus a margin dependent on the Company’s prior-quarter leverage ratio (2.25% and 2.81% at September 30, 2012 and December 31, 2011, respectively). The loan is collateralized by substantially all Company assets and subject to certain restrictive covenants. The loan principal is payable in quarterly amounts of $1,500 beginning March 31, 2012. The Company has two interest rate cap agreements (initial notional amounts of $15,063 and $14,000) with a financial institution to cap rates at 5.00% and 6.00%, expiring December 2013 and September 2012. The cost of this agreement is included in other assets.

Subordinated term note – Payable to a stockholder resulting from a dividend payment with interest at 3.0%. This note is subject to certain restrictive covenants and additional provisions upon a significant change in ownership. Payments of $5,400, plus accrued interest, are due annually on December 31, 2012 through December 31, 2016.

Cash paid for interest was $710 and $1,044 in 2012 and 2011, respectively. Concurrent with the sale of the Company to Church & Dwight Co., Inc., on October 1, 2012, all outstanding indebtedness of the Company was extinguished.

Note 7 – Related Party Transactions

Debt – In December 2011, the Company entered into a $27,000 subordinated term note with a stockholder, maturing December 2016. Interest accrues on the outstanding principal balance at 3.00%. No cash was paid for interest in 2012. At September 30, 2012, the current portion totaled $5,400. Concurrent with the sale of the Company to Church & Dwight Co., Inc., on October 1, 2012, all outstanding indebtedness of the Company was extinguished.

Facility leases – The Company maintains 5-year and 10-year triple-net operating leases for approximately 418,000 square feet of office, warehouse, mezzanine, and yard space with options to renew from various real estate entities related by common ownership. The Company is not contractually exposed to losses of the related-party leasing entities if any such losses should occur.

Rent expense for these leases was $1,683 and $1,560 for the periods ended September 30, 2012 and 2011, respectively.

Note 8 – Concentrations, Commitments, and Contingencies

Product concentration – Two of the Company’s products accounted for approximately 39% and 45% of sales for each of the periods ended September 30, 2012 and 2011.

8

Operating leases – The Company leases warehouse and office space in Vancouver, Washington and British Columbia, Canada under noncancellable operating leases. The original lease terms range from 3 to 5 years and expire in 2014 through 2015 with options to renew.

Rent expense for these operating leases was $323 and $310 for the periods ended September 30, 2012 and 2011, respectively.

Claims – In the ordinary course of business, the Company may be subject to potential claims related to labor, product, and other matters. Management believes there are no pending claims that may have a material adverse effect on the Company’s financial position or results of operations. Were such a claim to occur, the Company would record a contingent liability in the period in which the effect becomes reasonably estimable.

Commitments – In 2010, the Company purchased equipment from a company in Europe. To manage its foreign exchange risk, the Company entered into foreign currency forward contracts to hedge its anticipated foreign transactions. The Euro fixed price forward contracts began in January 2011 and expired in July 2011.

Note 9 – Stock Option Plan

As of September 30, 2012, the number of options exercisable is 273,750 with a weighted average exercise price of $0.37.

9

EX-99.3

EXHIBIT 99.3

UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL DATA

On October 1, 2012, Church & Dwight Co., Inc. (the “Company”) acquired all of the issued and outstanding capital stock of Avid Health, Inc. (“Avid Health”). The total purchase price was approximately $650 million, which is subject to adjustment based on the closing working capital of Avid Health and its subsidiaries. The Company financed the acquisition with a combination of proceeds from an underwritten public offering of $400 million aggregate principal amount of 2.875% Senior Notes due 2022, the issuance of commercial paper and cash.

The proceeds from the financings were deposited into an escrow account on September 26, 2012. These funds held in escrow were reported as “Cash held in escrow” in the accompanying condensed consolidated balance sheet as of September 30, 2012. Upon closing of the transaction on October 1, 2012, these funds were released from escrow and paid to the seller parties as purchase price and used to pay certain obligations of Avid Health.

The unaudited pro forma statements of income for the year ended December 31, 2011 and the nine months ended September 30, 2012 give effect to the acquisition of Avid Health as if it occurred on January 1, 2011. The unaudited pro forma consolidated balance sheet as of September 30, 2012 gives effect to the acquisition of Avid Health as if it occurred on September 30, 2012. The adjustments are described in the accompanying footnotes. The pro forma statements should not be considered indicative of actual results that would have been achieved had the acquisition been consummated on the dates indicated and do not purport to indicate balance sheet data or results of operations as of any future date or any future period.

In applying the acquisition method of accounting for the transaction, the tangible and intangible assets acquired and the liabilities assumed will be recognized at their respective fair values at the time the transaction was consummated, which is when the Company obtained control of Avid Health. The excess of the purchase cost over the historical basis of the net assets acquired has been allocated in the accompanying pro forma financial information based upon preliminary appraisal estimates which are in process and certain assumptions that management believes are reasonable. The actual allocation is subject to finalization of the appraisal and the determination of any working capital adjustment. The actual allocation of the purchase cost and the resulting effect on income from operations may differ significantly from the pro forma amounts included herein.

The unaudited pro forma consolidated financial statements and accompanying notes thereto should be read in conjunction with the Company’s historical financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, and its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2012, June 30, 2012 and September 30, 2012.

1

Church & Dwight Co. Inc. and Subsidiaries

Pro Forma Condensed Combined

Statement of Income for the Year Ended

December 31, 2011

(Unaudited)

(In millions, except per share data)	Church & Dwight Co., Inc.			Avid			Pro forma adjustments			Pro forma
Net Sales	$	2,749.3		$	198.5		$	—		$	2,947.8
Cost of sales		1,534.8			121.7			1.7	(g)		1,666.7
								8.1	(c)
								0.4	(e)
Gross Profit		1,214.5			76.8			(10.2	)		1,281.1
Marketing expenses		354.1			7.9			—			362.0
Selling, general and administrative expenses		367.8			23.2			(1.7	)(g)		394.9
								5.6	(d)
Income from Operations		492.6			45.7			(14.1	)		524.2
Equity in Income of Affiliates		10.0			—			—			10.0
Investment earnings		1.9			—			—			1.9
Other income, net		(1.2	)		—			—			(1.2	)
Interest expense		(8.7	)		(1.9	)		(11.1	)(f)		(21.7	)
Income before Income Taxes		494.6			43.8			(25.2	)		513.2
Income taxes		185.0			14.2			(6.9	)(h)		192.3
Net Income		309.6			29.6			(18.3	)		320.9
Noncontrolling interest		—			—			—			—
Net Income attributable to Church & Dwight Co., Inc	$	309.6		$	29.6		$	(18.3	)	$	320.9
Weighted average shares outstanding - basic		143.2									143.2
Weighted average shares outstanding - diluted		145.8									145.8
Net Income per share - basic	$	2.16								$	2.24
Net Income per share - diluted	$	2.12								$	2.20

2

Church & Dwight Co. Inc. and Subsidiaries

Pro Forma Condensed Combined

Statement of Income for the Nine Months Ended

September 30, 2012

(Unaudited)

(In millions, except per share data)	Church & Dwight Co., Inc.			Avid			Pro forma adjustments			Pro forma
Net Sales	$	2,112.2		$	184.1		$	—		$	2,296.3
Cost of sales		1,179.2			114.2			1.4	(g)		1,295.1
								0.3	(e)
Gross Profit		933.0			69.9			(1.7	)		1,001.2
Marketing expenses		248.6			9.1			—			257.7
Selling, general and administrative expenses		273.9			17.1			(1.4	)(g)		293.8
								4.2	(d)
Income from Operations		410.5			43.7			(4.5	)		449.7
Equity in Income of Affiliates		7.3			—			—			7.3
Investment earnings		1.1			—			—			1.1
Other income, net		1.1			—			—			1.1
Interest expense		(7.7	)		(1.9	)		(8.0	)(f)		(17.6	)
Income before Income Taxes		412.3			41.8			(12.5	)		441.6
Income taxes		143.3			(4.3	)		15.8	(h)		154.8
Net Income		269.0			46.1			(28.3	)		286.8
Noncontrolling interest		—			—			—			—
Net Income attributable to Church & Dwight Co., Inc	$	269.0		$	46.1		$	(28.3	)	$	286.8
Weighted average shares outstanding - basic		140.4									140.4
Weighted average shares outstanding - diluted		143.1									143.1
Net Income per share - basic	$	1.92								$	2.04
Net Income per share - diluted	$	1.88								$	2.00

3

Church & Dwight Co. Inc. and Subsidiaries

Pro Forma Condensed Combined

Balance Sheet as of September 30, 2012

(Unaudited)

(Dollars in millions, except share and per share data )	Church & Dwight Co., Inc.			Avid		Pro forma Adjustments			Pro forma
Assets
Current Assets
Cash and cash equivalents	$	241.2		$	1.6	$	(4.4	)(i)	$	234.5
							(3.9	)(a)
Cash in Escrow		650.0					(650.0	)(a)		—
Accounts receivable, less allowances of $0.6 and $1.8		278.3			25.6		—			303.9
Inventories		225.1			32.1		8.1	(a)		265.3
Deferred income taxes		6.0			—		(1.2	)(a)		4.8
Other current assets		35.3			1.9		—			37.2
Total Current Assets		1,435.9			61.2		(651.4	)		845.7
Property, Plant and Equipment, Net		542.4			29.8		3.6	(a)		575.8
Equity Investment in Affiliates		20.3			—		—			20.3
Tradenames and Other Intangibles		886.6			—		376.9	(a)		1,263.5
Goodwill		868.4			—		347.1	(a)		1,215.5
Other Assets		86.2			1.5		(1.5	)(a)		86.2
Total Assets	$	3,839.8		$	92.5	$	74.7		$	4,007.0
Liabilities and Stockholders’ Equity
Current Liabilities
Short-term borrowings	$	254.4		$	11.4	$	(11.4	)(a)	$	254.4
Accounts payable and accrued expenses		387.0			15.6		—			402.6
Income taxes payable		11.0			0.1		(0.8	)(i)		10.3
Total Current Liabilities		652.4			27.1		(12.2	)		667.3
Long-term Debt		649.4			48.1		(48.1	)(a)		649.4
Deferred Income Taxes		302.8			—		155.9	(a)		458.7
Deferred and Other Long-term Liabilities		132.6			—		—			132.6
Pension, Postretirement and Postemployment Benefits		44.4			—		—			44.4
Total Liabilities		1,781.6			75.2		95.6			1,952.4
Commitments and Contingencies
Stockholders’ Equity
Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued		0.0								0.0
Common Stock, $1.00 par value, Authorized 300,000,000 shares; 146,427,550 shares issued		146.4			0.1		(0.1	)(b)		146.4
Additional paid-in capital		310.9			—					310.9
Retained earnings		1,882.0			17.2		(17.2	)(b)		1878.4
							(3.6	)(i)
Accumulated other comprehensive income		6.7			—		—			6.7
Common stock in treasury, at cost:
7,137,219 shares in 2012 and 4,140,424 shares in 2011		(288.0	)		—		—			(288.0	)
Total Church & Dwight Co., Inc. Stockholders’ Equity		2,058.0			17.3		(20.9	)		2,054.4
Noncontrolling interest		0.2			—		—			0.2
Total Stockholders’ Equity		2,058.2			17.3		(20.9	)		2,054.6
Total Liabilities and Stockholders’ Equity	$	3,839.8		$	92.5	$	74.7		$	4,007.0

4

Church & Dwight Co., Inc. and Subsidiaries

Notes to Unaudited Pro Forma Consolidated Financial Statements

(Dollars in millions)

a) For the purposes of these pro forma consolidated financial statements, the Company determined that the value of the total purchase consideration for Avid Health was $653.9, subject to adjustment based on the closing working capital of Avid Health and its subsidiaries.

The following is a summary of the calculation of the purchase price, as described above, as well as the preliminary allocation of the purchase price to the fair value of the net assets acquired:

Purchase of Avid Health	$	653.9
Less fair value of net assets acquired		(306.8	)
Excess purchase price over net assets acquired	$	347.1

The book value of the net assets acquired as of October 1, 2012 was $17.3. The estimated fair value of the net assets acquired was $306.8. The following is a reconciliation between the two amounts:

Book value of net assets	$	17.3
Adjustment of inventory to fair value		8.1
Adjustment of PP&E to fair value		3.6
Deferred tax impact of allocation		(157.1	)
Allocation to tradenames		296.9
Allocation to customer relationships		80.0
Extinguishment of debt simultaneous with closing		59.5
Other		(1.5	)
	$	306.8

b) To eliminate net assets acquired from Stockholders’ Equity.

c) To record the effect of the step-up in inventory values related to product sold.

d) To record additional intangible amortization expense primarily associated with customer relationships over the weighted average life of approximately 15 years.

e) To record additional depreciation expense associated with the fair value of PP&E over approximately 10 years.

f) To record incremental interest expense and deferred financing cost amortization expense.

	Fiscal Year 2011			Nine Months Ended Sept. 30, 2012
Additional amount borrowed $650.0 @ a blended rate of 1.95%	$	12.7		$	9.5
Deferred financing costs amortization $3.4 million over 10 years		0.3			0.3
Less: Avid reported interest expense		(1.9	)		(1.8	)
Incremental Expense	$	11.1		$	8.0

g) To reclass certain operations related expenses to Cost of Sales from SG&A expenses, to be consistent with Company policy.

h) To record the tax impact of acquired business results and pro forma adjustments at the Company’s statutory tax rate of 39.3%.

i) To record transaction fees settled at closing.

5